13320 Ballantyne Corporate Place
Charlotte, NC 28277
(Address of Principal Executive Offices) (Zip Code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

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 Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 29, 2012 was $3,235,230,700. The determination of affiliate status for purposes of the foregoing calculation is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of the registrant's common stock as of February 15, 2013 was 46,985,608.

Documents incorporated by reference: Portions of the Registrant's proxy statement for its Annual Meeting held on May 2, 2013 are incorporated by reference into Part III of this Annual Report on Form 10-K.

Some of the statements in this document and any documents incorporated by reference, including any statements as to operational and financial projection, constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our businesses' or our industries' actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. Such statements may address our plans, our strategies, our prospects, changes and trends in our business and the markets in which we operate under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") or in other sections of this document. In some cases, you can identify forward-looking statements by terminology such as "may," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential" or "continue" or the negative of those terms or other comparable terminology. Particular risks facing us include economic, business and other risks stemming from our internal operations, legal and regulatory risks, costs of raw materials, pricing pressures, pension funding requirements, integration of acquisitions and changes in the economy. These statements are only predictions. Actual events or results may differ materially because of market conditions in our industries or other factors, and forward-looking statements should not be relied upon as a prediction of actual results. In addition, management's estimates of future operating results are based on our current complement of businesses, which is subject to change. All the forward-looking statements are qualified in their entirety by reference to the factors discussed in this document under the heading "Risk Factors" and in any documents incorporated by reference that describe risks and factors that could cause results to differ materially from those projected in these forward-looking statements. We undertake no obligation to update or publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this document.

We caution you that these risk factors may not be exhaustive. We operate in a continually changing business environment and frequently enter into new businesses and product lines. We cannot predict these new risk factors, and we cannot assess the impact, if any, of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, you should not rely on forward-looking statements as a prediction of actual results. In addition, our estimates of future operating results are based on our current complement of businesses, which is subject to change as management selects strategic markets.

We were incorporated in Muskegon, Michigan in 1912 as the Piston Ring Company and adopted our current name in 1988. Since 1968, we have been incorporated under the laws of Delaware, and we have been listed on the New York Stock Exchange since 1972.

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 products and solutions are playing a role in helping to meet rising global demand for power and energy and processed foods and beverages, particularly in emerging markets. In 2012, an estimated 30% of our revenues were from sales into emerging markets. Our key products include processing systems and equipment for the food and beverage industry, reciprocating pumps used in oil & gas processing, power transformers used by utility companies, and cooling systems for power plants.

From an end market perspective, in 2012, 43% of our revenues were from sales into power & energy markets, 19% were from sales into food & beverage markets and 17% were from sales into industrial flow markets. Our product and technology offerings are concentrated in flow technology and energy infrastructure.

Our Flow Technology reportable segment accounted for approximately 53% of our revenues in 2012 and serves the food & beverage, oil & gas, power generation and industrial flow markets. Within these markets, we are a leading provider of highly-engineered process equipment. 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, customer relevance and global capabilities. We believe there are attractive organic and acquisition opportunities to continue to expand our Flow Technology reportable segment.

In addition to flow technology, we also have leading market positions in power generation and U.S. power transmission and distribution markets. Our primary power generation offerings include cooling systems, large scale stationary and rotating heat exchangers and pollution control systems. We supply these technologies into many types of traditional and alternative power generation facilities. We are well-positioned to benefit from new or retrofit investments in natural gas, coal, nuclear, solar and geothermal power plants.

We are a leading supplier of medium power transformers for the U.S. market. Our medium power transformers range from a base rating of 10 Mega Volt Ampere ("MVA") to over 100 MVA and are uniquely designed to meet the requirements of each customer and substation. We have expanded our manufacturing capacity to increase our ability to produce large power transformers (greater than 100 MVA). This expansion was substantially completed in 2011 and we began shipping units from the expanded facility in 2012.

Throughout all our businesses, 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 businesses to ultimately drive revenues, 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 strategy is aimed at creating shareholder value through our continuous improvement initiatives, acquisitions in our core markets, as well as other actions. As a complement to this strategy, we also focus on environmental sustainability and conducting our business with a high level of ethics and integrity.

We aggregate certain of our operating segments into our two reportable segments, Flow Technology and Thermal Equipment and Services, while our remaining operating segments, which do not meet the quantitative threshold criteria of the Segment Reporting Topic of the Financial Accounting Standards Board Codification ("Codification"), have been combined within our "All Other" category, which we refer to as Industrial Products and Services. This is not considered a reportable segment.

The factors considered in determining our reportable 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, pensions and postretirement expense, 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. For more information on the results of our reportable and other operating segments, including revenues by geographic area, see Note 5 to our consolidated financial statements.

Our Flow Technology reportable segment had revenues of $2,682.2, $2,042.0 and $1,662.2 in 2012, 2011 and 2010, respectively. On December 22, 2011, our Flow Technology segment completed the acquisition of Clyde Union (Holdings) S.A.R.L. ("Clyde Union"), a global supplier of pump technologies utilized in oil and gas processing, power generation and other industrial applications. The segment's revenues for 2012 and 2011 included $571.2 and $13.6, respectively, of revenues related to Clyde Union. The Flow Technology reportable segment designs, manufactures and markets products and solutions used to process, blend, filter, dry, meter and transport fluids with a focus on original equipment installation and turnkey projects as well as comprehensive aftermarket support services. Primary offerings include engineered pumps, valves, mixers, heat exchangers, and dehydration and filtration technologies. Global end markets, including food and beverage, power and energy and general industrial processing are served by core brands, such as SPX Flow Technology, APV, ClydeUnion, e&e, Seital, Lightnin, Waukesha Cherry-Burrell, Anhydro, Bran&Luebbe, Copes-Vulcan, Johnson Pump, M&J Valves, Plenty, Hankison, Gerstenberg Schröder, GD Engineering, Dollinger Filtration, Pneumatic Products, Delair, Deltech and Jemaco. Competitors in these diversified end markets include GEA Group AG, Flowserve, Alfa Laval AB, Sulzer and IDEX Corporation. Channels to market consist of stocking distributors, manufacturers' representatives and direct sales. The segment continues to focus on innovation and new product development, optimizing its global footprint while taking advantage of cross-product integration opportunities and increasing its competitive position in global end markets. Flow Technology's solutions focus on key business drivers, such as product flexibility, process optimization, sustainability and safety.

Our Thermal Equipment and Services reportable segment had revenues of $1,490.9, $1,636.4, and $1,593.2 in 2012, 2011 and 2010, respectively. This segment engineers, manufactures and services thermal heat transfer products. Primary offerings include dry, evaporative and hybrid cooling systems, rotating and stationary heat exchangers and pollution control systems for the power generation, HVAC and industrial markets, as well as boilers and heating and ventilation products for the commercial and residential markets. The primary distribution channels for the Thermal Equipment and Services reportable segment are direct to customers, independent manufacturing representatives, third-party distributors and retailers. The segment has a balanced presence geographically, with a strong presence in North America, Europe and South Africa.

Approximately 57% of the segment's 2012 revenues were from sales to the power generation market. The segment's primary power products and services are sold under the brand names of SPX Cooling Systems, Marley, Balcke-Duerr, Ceramic, Yuba, Ecolaire and Recold, among others, with the major competitors to these product and service lines being GEA Group AG, Thermal Engineering International, Hamon & Cie, Baltimore Aircoil Company, Evapco, Inc., Harbin Air Conditioning Co., Siemens AG and Alstom SA.

Declining demand from the power generation market and increased competition in and from China had a negative impact on the segment's revenues and profits during 2012 and 2011. Due to this decline, coupled with an expectation that a significant market recovery was not likely in the near-term, we determined that the goodwill and certain other long-term assets of the segment's Cooling Equipment and Services ("Cooling") reporting unit were impaired and, thus, recorded impairment charges in 2012 of $281.4 (see Note 8 to the consolidated financial statements for additional details).

On December 30, 2011, we and Shanghai Electric Group Co., Ltd. ("Shanghai Electric") established the Shanghai Electric JV, a joint venture supplying dry cooling and moisture separator reheater products and services to the power sector in China and other selected regions of the world. We contributed and sold certain assets of our dry cooling products business in China to the joint venture in consideration for a 45% ownership interest in the joint venture and cash payments of RMB 96.7, with RMB 51.5 received in January 2012, RMB 25.8 received in December 2012, and the remaining payment contingent upon the joint venture achieving defined sales order volumes. In addition, we are licensing our dry cooling and moisture separator reheater technologies to the joint venture for a royalty. We also are continuing to manufacture dry cooling components in our China factories and have entered into an exclusive supply agreement with the joint venture for these products. We believe this arrangement increases our ability to compete in China, leveraging Shanghai Electric's well-established presence in the region (see Note 4 to our consolidated financial statements for additional details).

The segment's boiler products include a complete line of gas and oil fired boilers for heating in residential and commercial applications, as well as ancillary equipment. The segment's primary boiler products competitors are Burnham Holdings, Inc. and Buderus.

The segment's heating and ventilation product line includes (i) baseboard, wall unit and portable heaters, (ii) commercial cabinet and infrared heaters, (iii) thermostats and controls, (iv) air curtains and (v) circulating fans. The segment sells heating and ventilation products under the Berko, Qmark, Farenheat and Leading Edge brand names, with the principal competitors being TPI Corporation, Ouellet, King Electric, Systemair Mfg. LLC, Cadet Manufacturing Company and Dimplex North America Ltd. for heating products and TPI Corporation, Broan-NuTone LLC and Airmaster Fan Company for ventilation products.

The segment's South African subsidiary has a Black Economic Empowerment shareholder, which holds a noncontrolling 25.1% interest.

Industrial Products and Services had revenues of $927.1, $858.5 and $843.4 in 2012, 2011 and 2010, respectively. Approximately 33% of Industrial Products and Services 2012 revenues were from the sale of power transformers into the U.S. transmission and distribution market. We are a leading provider of medium sized transformers (10 - 100 MVA) in the United States. We sell transformers under the Waukesha brand name. Typical customers for this product line are public and privately held utilities. Our key competitors in this market include ABB Ltd. (Kuhlman Electric Corporation), GE-Prolec and Hyundai. During 2011, we expanded our Waukesha, WI facility in order to increase our ability to manufacture large power transformers (100 - 1,200 MVA) and began shipping large power transformers during 2012.

Additionally, Industrial Products and Services comprises operating segments that design and manufacture industrial tools and hydraulic units, precision machine components for the aerospace industry, broadcast antenna systems, communications and signal monitoring systems, fare collection systems, portable cable and pipe locators, and precision controlled industrial

ovens and chambers. The primary distribution channels for the Industrial Products and Services operating segments are direct to customers, independent manufacturing representatives and third-party distributors.

We regularly review and negotiate potential acquisitions in the ordinary course of business, some of which are or may be material. We will continue to pursue acquisitions and we may consider acquisitions of businesses with more than $1,000.0 in annual revenues.

On March 21, 2012, our Flow Technology reportable segment completed the acquisition of Seital S.r.l. ("Seital"), a supplier of disk centrifuges (separators and clarifiers) to the global food and beverage, biotechnology, pharmaceutical and chemical industries, 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.

We regularly review and negotiate potential divestitures in the ordinary course of business, some of which are or may be material. As a result of this continuous review, we determined that certain of our businesses would be better strategic fits with other companies or investors. We report businesses or asset groups as discontinued operations when the operations and cash flows of the business or asset group have been or are expected to be eliminated, when we do not expect to have any continuing involvement with the business or asset group after the disposal transaction, and when we have met these additional six criteria:

The following businesses, all of which had been sold by December 31, 2012, met the above requirements and therefore have been reported as discontinued operations for all periods presented:

On January 23, 2012, we entered into an agreement to sell our Service Solutions business to Robert Bosch GmbH. On December 3, 2012, we completed the sale of Service Solutions for cash proceeds of $1,134.9, resulting in a gain, net of taxes, of $313.4, which has been recorded to "Gain on disposition of discontinued operations, net of tax" in our consolidated statement of operations for 2012.

We have a joint venture, EGS Electrical Group, LLC and Subsidiaries ("EGS"), with Emerson Electric Co., in which we hold a 44.5% interest. Emerson Electric Co. controls and operates the joint venture. EGS operates primarily in the United States, Brazil, Canada and France, and is engaged in the manufacture of electrical fittings, hazardous location lighting and power conditioning products. We account for our investment under the equity method of accounting, on a three-month lag basis. We typically receive our share of this joint venture's earnings in cash dividends paid quarterly. See Note 9 to our consolidated financial statements for more information on EGS.

As previously noted, on December 30, 2011, we completed the formation of a joint venture with Shanghai Electric, in which we hold a 45% interest. Shanghai Electric controls and operates the joint venture. We account for this investment under the equity method of accounting. See Note 4 to our consolidated financial statements for additional details.

We are a multinational corporation with operations in over 35 countries. Sales outside the United States were $2,663.8, $2,299.2, and $2,074.7 in 2012, 2011 and 2010, respectively.

See Note 5 to our consolidated financial statements for more information on our international operations.

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. These efforts encompass all our products with divisional engineering teams coordinating their resources. We place particular emphasis on the development of new products that are compatible with, and build upon, our manufacturing and marketing capabilities.

We expensed $53.4, $52.7 and $47.2 in 2012, 2011 and 2010, respectively, of research activities relating to the development and improvement of our products.

We own over 400 domestic patents and 200 foreign patents, including approximately 25 patents that were issued in 2012, 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. We are both a licensor and licensee of patents. For more information, please refer to "Risk Factors."

We manufacture many of the components used in our products; however, our strategy includes outsourcing components and sub-assemblies to other companies where strategically and economically beneficial. In instances where we depend on third-party suppliers for outsourced products or components, we are subject to the risk of customer dissatisfaction with the quality or performance of the products we sell due to supplier failure. In addition, business difficulties experienced by a third-party supplier can lead to the interruption of our ability to obtain the outsourced product and ultimately to our inability to supply products to our customers. We believe that we generally will be able to continue to obtain adequate supplies of key products or appropriate substitutes at reasonable costs.

We are subject to increases in the prices of many of our key raw materials, including petroleum-based products, steel and copper. In recent years, we have generally been able to offset increases in raw material costs. Occasionally, we are subject to long-term supplier contracts, which may increase our exposure to pricing fluctuations.

Because of our diverse products and services, as well as the wide geographic dispersion of our production facilities, we use numerous sources for the raw materials needed in our operations. We are not significantly dependent on any one or a limited number of suppliers, and we have been able to obtain suitable quantities of raw materials at competitive prices.

Our competitive position cannot be determined accurately in the aggregate or by reportable or operating segment since we and 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 as they apply to the various products and services offered. See "Reportable Segments and Other Operating Segments" above for a discussion of our competitors.

See "MD&A — Critical Accounting Policies and Use of Estimates — Contingent Liabilities," "Risk Factors" and Note 14 to our consolidated financial statements for information regarding environmental matters.

At December 31, 2012, we had approximately 15,000 employees. Ten domestic collective bargaining agreements cover approximately 1,100 employees. We also have various collective labor arrangements covering certain non-U.S. employee groups. While we generally have experienced satisfactory labor relations, we are subject to potential union campaigns, work stoppages, union negotiations and other potential labor disputes.

See Part III, Item 10 of this report for information about our executive officers.

No customer or group of customers that, to our knowledge, are under common control accounted for more than 10% of our consolidated revenues for any period presented.

Our businesses maintain sufficient levels of working capital to support customer requirements, particularly inventory. We believe our businesses' sales and payment terms are generally similar to those of our competitors.

Many of our businesses closely follow changes in the industries and end markets they serve. In addition, certain businesses have seasonal fluctuations. Demand for products in our Thermal Equipment and Services reportable segment is correlated to contract timing on large construction contracts and is also driven by seasonal weather patterns, both of which may cause significant fluctuations from period to period. Historically, our businesses generally tend to be stronger in the second half of the year.

Our website address is www.spx.com. Information on our website is not incorporated by reference herein. We file reports with the Securities and Exchange Commission ("SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports. Copies of these reports are available free of charge on our website as soon as reasonably practicable after we file the reports with the SEC. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Additionally, you may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

You should consider the risks described below and elsewhere in our documents filed with the SEC before investing in any of our securities. We may amend, supplement or add to the risk factors described below from time to time in future reports filed with the SEC.

Difficulties presented by international economic, political, legal, accounting and business factors could negatively affect our interests and business effort.

We are an increasingly global company, with a significant portion of our sales taking place outside the United States. In 2012, over 50% of our revenues were generated outside the United States and we expect that over 50% of our revenues will be generated outside the United States in 2013. 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:

Factors affecting social and economic activity in China, South Africa and other 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.

Given the importance of our international sales and sourcing of manufacturing, the occurrence of any risk described above could have a material adverse effect on our financial position, results of operations or cash flows.

Many of the industries 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 business areas in which we operate are subject to general economic cycles or industry events. Certain of our businesses are subject to specific industry cycles or events, including, but not limited to:

Cyclical changes and specific market events could also affect sales of products in our other businesses. The 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 "MD&A — Results of Reportable Segments and Other Operating Segments." In addition, certain of our businesses have seasonal fluctuations. Historically, our businesses generally tend to be stronger in the second half of the year.

A portion of our revenues is generated through long-term fixed-price contracts, which entail risks including cost overruns, inflation, delays and credit and other counterparty risks.

A portion of our revenues and earnings is generated through long-term fixed-price contracts, particularly in our Flow Technology and Thermal Equipment and Services reportable segments. We recognize revenues from certain of these 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.

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 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 some of our long-term contracts are at a fixed price, we face the risk that cost overruns or inflation may exceed, erode or eliminate our expected profit margin, or cause us to record a loss on our projects. Additionally, customers of our long-term contracts 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 relating to our long-term fixed-price contracts will not have a material adverse effect on our revenues and earnings.

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 as fully as in the United States. Expenses in connection with defending 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 networks and systems, including the Internet, to process, transmit and store electronic information. In particular, we depend on our information technology infrastructure for electronic communications among our locations around the world and between our personnel and suppliers and customers. Security breaches of this infrastructure can create system disruptions, shutdowns or unauthorized disclosure of confidential information. If we are unable to prevent or adequately respond to such breaches, our operations could be disrupted or we may suffer financial damage or loss because of lost or misappropriated information.

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 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 in respect of 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 on the cost of materials and products purchased overseas.

The general worldwide depressed economic conditions that began in 2008 continue to affect many industries, including industries in which we or our customers operate. These conditions could negatively impact our businesses by adversely affecting, among other things, our:

While it is difficult to predict the duration or severity of these conditions, our projections for 2013 assume a generally improving economy. If economic conditions fail to improve, the negative impact on our businesses could increase or continue for longer than we expect. See MD&A for further discussion of how these conditions have affected our businesses to date and how they may affect them in the future.

Our indebtedness may affect our business and may restrict our operating flexibility.

At December 31, 2012, we had $1,692.0 in total indebtedness. On that same date, we had $533.6 of available borrowing capacity under our revolving credit facilities after giving effect to $66.4 reserved for outstanding letters of credit and $46.3 of available borrowing capacity under our trade receivables financing arrangement. In addition, at December 31, 2012, we had $414.3 of available issuance capacity under our foreign trade facility after giving effect to $785.7 reserved for outstanding letters of credit. At December 31, 2012, our cash and equivalents balance was $984.1. See MD&A and Note 12 to our consolidated financial statements for further discussion. We may incur additional indebtedness in the future, including indebtedness incurred to finance, or which is assumed in connection with, acquisitions. We may renegotiate or refinance our senior credit facilities, senior notes or other debt facilities, or enter into additional agreements that have different or more stringent terms. The level of our indebtedness could:

Our ability to make scheduled payments of principal or pay interest on, or to refinance, our indebtedness and to satisfy our other 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 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 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.

Numerous banks in many countries are syndicate members in our credit facility. Failure of one or more of our larger lenders, or several of our smaller lenders, could significantly reduce availability of our credit, which could harm our liquidity.

We may not be able to finance future needs or adapt our business plan to react to changes in economic or business conditions because of restrictions placed on us by our senior credit facilities and any existing or future instruments governing our other indebtedness.

Our senior credit facilities, the indentures governing our senior notes and agreements governing our other indebtedness contain, or future or revised instruments may contain, a number of 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 also must 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, our senior credit facilities, indentures governing our senior notes and agreements governing our other indebtedness contain or may contain additional affirmative and negative covenants. Existing restrictions are described more fully in the MD&A and Note 12 to our consolidated financial statements. 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 contained in our senior credit facilities, indentures governing our senior notes and agreements governing our other indebtedness, we could be in default under those agreements, and the debt, together with accrued interest, could then be declared immediately due and payable. If we default under our senior credit facilities, the lenders could cause all our outstanding debt obligations under our senior credit facilities to become due and payable or require us to apply all of our cash to repay the indebtedness we owe. If our debt is accelerated, we may not be able to repay or refinance our debt. Even if we are able to obtain new financing, we may not be able to repay our debt or borrow sufficient funds to refinance it. In addition, any default under our senior credit facilities, indentures governing our senior notes or agreements governing our other indebtedness could lead to an acceleration of debt under other debt instruments that contain cross- acceleration or cross-default provisions. If the indebtedness under our senior credit facilities is accelerated, we may not have sufficient assets to repay amounts due under our senior credit facilities, senior notes or other debt securities then outstanding. Our ability to comply with these provisions of our senior credit facilities, indentures governing our senior notes and agreements governing our other 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.

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. 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.

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 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 face environmental exposures including, for example, those relating to discharges from and materials handled as part of our operations, the remediation of soil and groundwater contaminated by petroleum products or hazardous substances or wastes, and the health and safety of our employees. We may be liable for the costs of investigation, removal or remediation of hazardous substances or petroleum products on, under, or in our current or formerly owned or leased property, or from a third-party disposal facility that we may have used, without regard to whether we knew of, or caused, the presence of the contaminants. The presence of, or failure to properly remediate, these substances may have adverse effects, including, for example, substantial investigative or remedial obligations and limitations on the ability to sell or rent affected property or to borrow funds using affected property as collateral. New or existing environmental matters or changes in environmental laws or policies could lead to material costs for environmental compliance or cleanup. There can be no assurance that these liabilities and costs will not have a material adverse effect on our financial position, results of operations or cash flows. See Note 14 to our consolidated financial statements for further discussion.

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 right 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 "MD&A — Critical Accounting Policies and Use of Estimates — Contingent Liabilities."

Changes in key estimates and assumptions, such as discount rates, assumed long-term return on assets, assumed long-term trends of future cost, and accounting and legislative changes, as well as actual investment returns on our pension plan assets and other actuarial factors, could affect our results of operations and cash flows.

We have defined benefit pension and postretirement plans, including both qualified and non-qualified plans, which cover a portion of our salaried and hourly employees and retirees including a portion of our employees and retirees in foreign countries. As of December 31, 2012, these plans were underfunded by $603.7. The determination of funding requirements and pension expense or income associated with these plans involves significant judgment, particularly with respect to discount rates, long-term returns on assets, long-term trends of future costs and other actuarial assumptions. If our assumptions change significantly due to changes in economic, legislative and/or demographic experience or circumstances, our pension and other benefit plans' expense, funded status and our cash contributions to such plans could be negatively impacted. In addition, the difference between our actual investment returns and our long-term return on assets assumptions could result in a change to our pension plans' expense, funded status and our required contributions to the plans. Changes in regulations or law could also significantly impact our obligations. For example, See "MD&A — Critical Accounting Policies and Use of Estimates" for the impact that changes in certain assumptions used in the calculation of our costs and obligations associated with these plans could have on our results of operations and financial position.

The price and availability of raw materials may adversely affect our results.

We are exposed to a variety of market risks, including inflation in the prices and shortages of raw materials. In recent years, we have faced significant 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.

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 expectations are estimates that are inherently difficult to predict and are necessarily speculative in nature, 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 upon, among other things, our ability to identify and successfully acquire companies, businesses and product lines, to effectively integrate them and to achieve cost effectiveness. We may also be unable to raise any 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:

In addition, internal controls over financial reporting of acquired companies may not be up to 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.

We operate in highly competitive industries. Our failure to compete effectively could harm our business.

We operate in a highly competitive environment, competing 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 governments in their home countries, or both. In addition, new competitors may enter the industry. Competitors may be able to offer lower prices, additional products or services or a more attractive mix of products or services, or services or

other 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.

Our strategy to outsource various elements of the products we sell subjects us to the business risks of our suppliers, which could have a material adverse impact on our operations.

In areas where we depend on third-party suppliers for outsourced products or components, we are subject to the risk of customer dissatisfaction with the quality or performance of the products we sell due to supplier failure. In addition, business difficulties experienced by a third-party supplier can lead to the interruption of our ability to obtain the outsourced product and ultimately our inability to supply products to our customers. Third-party supplier business interruptions can include, but are not limited to, work stoppages and union negotiations and other labor disputes. Current economic conditions could impact the ability of suppliers to access credit and thus impair their ability to provide us quality product in a timely manner, or at all.

Dispositions or our failure to successfully complete dispositions could negatively affect us.

Our 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. See "Business," "MD&A — Results of Discontinued Operations," and Note 4 to our consolidated financial statements for the status of our divestitures.

Increases in the number of shares of our outstanding common stock could adversely affect our common stock price or dilute our earnings per share.

Sales of a substantial number of shares of common stock into the public market, or the perception that these sales could occur, could have a material adverse effect on our stock price. As of December 31, 2012, we had the ability to issue up to an additional 3.5 shares as restricted stock, restricted stock units, or stock options under our 2002 Stock Compensation Plan, as amended in 2006. Additionally, we may issue a significant number of additional shares, in connection with acquisitions or otherwise. We also may issue a significant number of additional shares, either through an existing shelf registration statement or through other mechanisms. Additional shares issued would have a dilutive effect on our earnings per share.

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 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.

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, 2012, we had goodwill and other intangible assets, net of $2,536.4. We conduct annual impairment testing to determine if we will be able to recover all or a portion of the carrying 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 industry 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 improvement 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 work stoppages, union negotiations, labor disputes and other matters associated with our labor force, which may adversely impact our operations and cause us to incur incremental costs.

At December 31, 2012, we had approximately 15,000 employees. Ten domestic collective bargaining agreements cover approximately 1,100 employees. We also have various collective labor arrangements covering certain non-U.S. employee groups. We are subject to potential union campaigns, work stoppages, union negotiations and other potential labor disputes. Further, we may be subject to work stoppages, which are beyond our control, at our suppliers or customers.

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 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, which in turn can have a material adverse effect on our financial position, results of operations or cash flows.

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 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.

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.

Provisions of our Certificate of Incorporation and By-laws may inhibit changes in control of our company not approved by our Board. 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; enhanced voting requirements for certain business combinations involving substantial shareholders; 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 Delaware General Corporation Law, 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.

In addition to manufacturing plants, we lease our corporate office in Charlotte, NC, our Asia Pacific center in Shanghai, China, our European shared service center in Manchester, United Kingdom and various sales, service and other locations throughout the world. We consider these properties, as well as the related machinery and equipment, to be well maintained and suitable and adequate for their intended purposes.

We are subject to legal proceedings and claims that arise in the normal course of business. In our opinion, 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; however, we cannot assure you that these proceedings or claims will not have a material effect on our financial position, results of operations or cash flows.

See "Risk Factors," "MD&A — Critical Accounting Policies and Estimates — Contingent Liabilities," and Note 14 to our consolidated financial statements for further discussion of legal proceedings.

ITEM 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the New York Stock Exchange under the symbol "SPW."

Set forth below are the high and low sales prices for our common stock as reported on the New York Stock Exchange composite transaction reporting system for each quarterly period during the years 2012 and 2011, together with dividend information.

The actual amount of each quarterly dividend, as well as each declaration date, record date and payment date is subject to the discretion of the Board of Directors, and the target dividend level may be adjusted during the year at the discretion of the Board of Directors. The factors the Board of Directors consider in determining the actual amount of each quarterly dividend includes our financial performance and ongoing capital needs, our ability to declare and pay dividends under the terms of our credit facilities and any other debt instruments, and other factors deemed relevant.

The following table summarizes the repurchases of common stock during the three months ended December 31, 2012:

This graph shows a five year comparison of cumulative total returns for SPX, the S&P Composite Index and the S&P Capital Goods Index. The graph assumes an initial investment of $100 on December 31, 2007 and the reinvestment of dividends.

	As of and for the year ended December 31,

	2012			2011			2010			2009			2008
	(In millions, except per share amounts)
Summary of Operations
Revenues⁽¹⁾	$	5,100.2		$	4,536.9		$	4,098.8		$	4,161.6		$	4,865.7
Operating income⁽²⁾⁽³⁾		9.0			286.5			320.3			377.5			409.2
Other income (expense), net⁽⁴⁾		14.0			(53.6	)		(19.7	)		(22.6	)		1.0
Interest expense, net⁽⁵⁾		(108.1	)		(91.4	)		(107.2	)		(84.5	)		(104.7	)
Equity earnings in joint ventures		38.6			28.4			30.2			29.4			45.5

Income (loss) from continuing operations before income taxes		(46.5	)		169.9			223.6			299.8			351.0
Income tax provision⁽⁶⁾		(31.9	)		(14.3	)		(45.6	)		(73.6	)		(125.3	)

Income (loss) from continuing operations		(78.4	)		155.6			178.0			226.2			225.7
Income (loss) from discontinued operations, net of tax^(4)(7)(8)		340.4			30.0			24.8			(210.0	)		47.1

Net income		262.0			185.6			202.8			16.2			272.8
Less: Net income (loss) attributable to noncontrolling interest ⁽⁸⁾		2.8			5.0			(2.8	)		(15.5	)		24.9

Net income attributable to SPX Corporation common shareholders	$	259.2		$	180.6		$	205.6		$	31.7		$	247.9

Basic income (loss) per share of common stock:
Income (loss) from continuing operations	$	(1.62	)	$	2.98		$	3.64		$	4.55		$	4.09
Income (loss) from discontinued operations		6.80			0.60			0.50			(3.91	)		0.54

Net income per share	$	5.18		$	3.58		$	4.14		$	0.64		$	4.63

Diluted income (loss) per share of common stock:
Income (loss) from continuing operations	$	(1.62	)	$	2.96		$	3.59		$	4.51		$	4.03
Income (loss) from discontinued operations		6.80			0.58			0.49			(3.87	)		0.53

Net income per share	$	5.18		$	3.54		$	4.08		$	0.64		$	4.56

Dividends declared per share	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Other financial data:
Total assets	$	7,130.1		$	7,391.8		$	5,993.3		$	5,725.0		$	6,138.1
Total debt		1,692.0			2,001.1			1,197.6			1,277.3			1,342.5
Other long-term obligations		1,463.6			1,266.9			1,046.7			1,047.8			886.1
SPX shareholders' equity		2,268.7			2,227.3			2,097.7			1,870.8			1,990.8
Noncontrolling interests		11.3			10.0			6.3			10.7			34.0
Capital expenditures		84.3			147.0			70.9			86.3			102.5
Depreciation and amortization		111.8			87.7			81.9			74.5			75.4

⁽¹⁾

On December 22, 2011, we completed the acquisition of Clyde Union within our Flow Technology reportable segment. Revenues for Clyde Union for the period January 1, 2011 to the date of acquisition and for 2010, 2009 and 2008, none of which are included above, totaled $434.2, $403.4, $395.4 and $203.5, respectively.

⁽²⁾

During 2011, operating income included an insurance recovery of $6.3 related to a product liability matter.

During 2011, we incurred charges of $10.3 associated with changes in cost estimates for certain contracts in South Africa within our Thermal Equipment and Services reportable segment.

During 2009, operating income was reduced by $9.5 related to the settlement of two product liability matters.

⁽³⁾

During 2012, we recorded impairment charges of $281.4 associated with the goodwill ($270.4) and other long-term assets ($11.0) of our Cooling reporting unit. In addition, we recorded impairment charges of $4.5 related to trademarks for two other businesses within our Thermal Equipment and Services reportable segment.

During 2011, we recorded a charge of $28.3, $20.8 of which related to the impairment of goodwill and $7.5 of which related to the impairment of indefinite-lived intangible assets of our SPX Heat Transfer Inc. reporting unit.

During 2010, we recorded a charge of $1.7 related to the impairment of trademarks for a business within our Thermal Equipment and Services reportable segment.

During 2009, we recorded a charge of $6.1 related to the impairment of trademarks for a business within our Thermal Equipment and Services reportable segment.

During 2008, we recorded $111.6 of charges, $104.1 of which related to the impairment of goodwill and $7.5 of which related to the impairment of other intangible assets of our Weil-McLain subsidiary.

See Note 8 to our consolidated financial statements for further discussion of impairment charges associated with goodwill and other long-term assets.

⁽⁴⁾

During 2012, we recorded a pre-tax gain of $20.5 associated with the deconsolidation of our dry cooling business in China (see Note 4 to our consolidated financial statements for additional details).

In 2012, 2011, 2010 and 2009, we incurred charges of $0.2, $37.0, $17.3 and $7.7, respectively, associated with foreign currency forward contracts ("FX forward contracts") and currency forward embedded derivatives ("FX embedded derivatives"), while in 2008 we recorded income of $4.5 for these instruments. The 2011 amount includes a charge of $34.6 related to our hedging a significant portion of the purchase price of the Clyde Union acquisition.

During 2011, we recorded a charge of $19.4 associated with amounts that are deemed uncollectible from an insolvent insurer for certain risk management matters. Of the $19.4 charge, $18.2 was recorded to "Other income (expense), net" and $1.2 to "Gain on disposition of discontinued operations, net of tax."

⁽⁵⁾

Interest expense, net included charges in 2010 of $25.6 associated with the loss on early extinguishment of the then-existing interest rate protection agreements and term loan (see Note 12 to our consolidated financial statements).

⁽⁶⁾

During 2012, our income tax provision was impacted by: (i) an income tax benefit of $26.3 associated with the $281.4 impairment charge recorded by our Cooling reporting unit, as the majority of the goodwill for the Cooling reporting unit has no basis for income tax purposes; (ii) taxes provided of $15.4 on foreign dividends and undistributed earnings that are no longer considered to be indefinitely reinvested; (iii) incremental tax expense of $6.1 associated with the deconsolidation of our dry cooling business in China, as the goodwill allocated to the transaction is not deductible for income tax purposes; and (iv) valuation allowances that were recorded against deferred tax assets during the year of $5.4. The unfavorable impact of these items were offset partially by income tax benefits of $23.7 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.

During 2011, we adopted an alternative method of allocating certain expenses between foreign and domestic sources for federal income tax purposes. As a result of this election, we determined that it was more likely than not that we will be able to utilize our existing foreign tax credits within the remaining carryforward period. Accordingly, during 2011, we released the valuation allowance on our foreign tax credit carryforwards, resulting in an income tax benefit of $27.8. In addition, during 2011, we recorded income tax benefits of $2.5 associated with the conclusion of a Canadian appeals process and $7.7 for tax credits related to the expansion of our power transformer plant in Waukesha, WI. These tax benefits were offset partially by a $6.9 provision for federal income taxes in connection with our plan to repatriate a portion of the earnings of a foreign subsidiary.

During 2010, we recorded an income tax benefit of $18.2 in connection with the completion of the field examinations of our 2006 to 2007 federal income tax returns and a tax benefit of $16.0 related to a reduction in liabilities for uncertain tax positions associated with various foreign and domestic statute expirations and the settlement of state examinations. These benefits were offset partially by domestic charges of $6.2 associated with the taxation of prescription drug costs for retirees under Medicare Part D as a result of the 2010 enactment of the Patient Protection and Affordable Care Act (the "PPAC Act") and $3.6 associated with the repatriation of foreign earnings.

During 2009, we recorded an income tax benefit of $4.9 associated with the loss on an investment in a foreign subsidiary. In addition, we recorded income tax benefits of $7.9 during 2009 related to a reduction in liabilities for uncertain tax positions associated with statute expirations and audit settlements in certain tax jurisdictions.

During 2008, we recorded an income tax benefit of $25.6 associated with the audit settlement of our federal income tax returns for 2003 through 2005. In addition, the tax benefit associated with the $111.6 of impairment charges noted above was only $3.6.

⁽⁷⁾

During 2012, we sold our Service Solutions business to Robert Bosch GmbH resulting in a net gain of $313.4. In addition, we allocated $8.0 of interest expense to discontinued operations during 2012 related to the Term Loan amounts that were

required to be repaid in connection with sale of Service Solutions (See Note 12 to our consolidated financial statements for additional details).

During 2009, we recorded a charge, net of tax, of $165.4 related to the impairment of goodwill and intangible assets of our Service Solutions business.

⁽⁸⁾: The original plan for disposing our Filtran business contemplated the buyout of the minority interest shareholder in order to allow us to sell 100% of the Filtran business. As a result of the planned divestiture, and in consideration of the contemplated buyout of the minority interest shareholder, we recorded a total impairment charge attributable to SPX common shareholders of $23.0 during 2008 in order to reduce the carrying value of the Filtran net assets to be sold to their estimated net realizable value. Of the $23.0 charge, $6.5 was recorded to "Income (loss) on disposition of discontinued operations, net of tax." In October 2009, we completed the sale of the Filtran business for total consideration of approximately $15.0. In connection with the sale, we did not buy out the minority interest shareholder and, thus, only sold our share of the Filtran business. As a result, we reclassified $16.5 of the impairment charge incurred during 2008 from "Net income (loss) attributable to noncontrolling interests" to "Gain on disposition of discontinued operations, net of tax" within our 2009 consolidated statement of operations.

ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

The following should be read in conjunction with our consolidated financial statements and the related notes.

Overall, our operating results for 2012 were mixed as demand for products within our Flow Technology reportable segment was quite strong in the Americas and Asia Pacific and volumes for power transformers increased year-over-year. However, these favorable trends were offset partially by weak demand, generally across the globe, for cooling and thermal products within our Thermal Equipment and Services reporting segment. These trends, along with the impact of the December 2011 acquisition of Clyde Union, which contributed incremental revenues of $557.6 in 2012, resulted in an increase in revenues of 12.4% in 2012. Despite the increase in revenues, income associated with our reportable and other segments declined to $505.9 in 2012, compared to $520.6 in 2011, with the decline primarily the result of the revenue decreases noted above within our Thermal Equipment and Services reportable segment, particularly with regard to higher-margin dry cooling project revenues. Cash flows from continuing operations also declined on a year-over-year basis, from $252.5 in 2011 to $84.7 in 2012. Much of the decrease in cash flows from continuing operations was attributable to (i) investments in working capital at Clyde Union of approximately $140.0, (ii) the timing of milestone cash receipts for certain large projects within our Flow Technology and Thermal Equipment and Services reportable segments, (iii) an increase in pension and postretirement contributions and direct benefit payments of $37.2 and (iv) income tax payments, net of refunds, of $59.3 during 2012, compared to income tax payments, net of refunds, of $0 during 2011.

The above income tax charges were offset partially by income tax benefits of $23.7 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.

Seasonality and Competition — Many of our businesses closely follow changes in the industries and end markets they serve. In addition, certain businesses have seasonal fluctuations. Our heating and ventilation products businesses tend to be stronger during the third and fourth quarters, as customer buying habits are driven largely by seasonal weather patterns. Demand for cooling towers and related services is highly correlated to timing on large construction contracts, which may cause significant fluctuations 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 reportable or operating 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 innovations and price. These methods vary with the type of product sold. We believe we can compete effectively on the basis of each of these factors as they apply to the various products and services we offer. See "Business — Reportable Segments and Other Operating 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, acquisitions and divestitures. We believe this 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 revenue growth (decline) as determined in accordance with GAAP and may not be comparable to similarly titled measures reported by other companies.

The following table provides selected financial information for the years ended December 31, 2012, 2011 and 2010, including the reconciliation of organic revenue growth to net revenue growth, as defined herein:

	2012			2011			2010

Revenues	$	5,100.2		$	4,536.9		$	4,098.8		12.4		10.7
Gross profit		1,375.0			1,274.7			1,231.6		7.9		3.5
% of revenues		27.0	%		28.1	%		30.0	%
Selling, general and administrative expense		1,020.9			911.3			858.2		12.0		6.2
% of revenues		20.0	%		20.1	%		20.9	%
Intangible amortization		35.1			23.3			20.7		50.6		12.6
Impairment of goodwill and other long-term assets		285.9			28.3			1.7		*		*
Special charges, net		24.1			25.3			30.7		(4.7	)	(17.6	)
Other income (expense), net		14.0			(53.6	)		(19.7	)	(126.1	)	172.1
Interest expense, net		(108.1	)		(91.4	)		(81.6	)	18.3		12.0
Loss on early extinguishment of interest rate protection agreements and term loan		—			—			(25.6	)	*		*
Equity earnings in joint ventures		38.6			28.4			30.2		35.9		(6.0	)
Income (loss) from continuing operations before income taxes		(46.5	)		169.9			223.6		(127.4	)	(24.0	)
Income tax provision		(31.9	)		(14.3	)		(45.6	)	123.1		(68.6	)
Income (loss) from continuing operations		(78.4	)		155.6			178.0		(150.4	)	(12.6	)
Components of consolidated revenue growth:
Organic growth										2.5		6.6
Foreign currency										(2.7	)	2.3
Acquisitions/Dispositions										12.6		1.8

Net revenue growth										12.4		10.7

Revenues — For 2012, the increase in revenues, compared to 2011, was due to incremental revenues of $594.1 associated with the acquisitions of Seital in 2012 and Clyde Union and e&e Verfahrenstechnik GmbH ("e&e") in 2011 and, to a lesser extent, organic revenue growth. The organic revenue growth in 2012 was due primarily to (i) additional sales into our Flow Technology reportable segment's power and energy and industrial end-markets in the Americas and its food and beverage and industrial end-markets in Asia Pacific, (ii) an increase in sales volumes and, to a lesser extent, prices of power transformers, and (iii) an increase in sales of cooling products in South Africa associated with continued progression on the Kusile and Medupi projects. These increases in organic revenue were offset partially by a decline in sales of cooling and thermal products in the Americas, China, and Europe and the impact of a stronger U.S. dollar during 2012, when compared to 2011.

For 2011, the increase in revenues, compared to 2010, was due to organic revenue growth, the impact of the weaker U.S. dollar in 2011, and incremental revenues of $72.9 associated with the acquisitions of Clyde Union, e&e and Murdoch in 2011, and Anhydro, TTS, and Gerstenberg in 2010. The organic revenue growth was attributable primarily to additional sales into the food and beverage, power and energy, and general industrial end markets of our Flow Technology reportable segment, increases in evaporative cooling product revenues in the Americas within our Thermal Equipment and Services reportable segment, and greater demand for hydraulic tools and equipment within Industrial Products and Services. These increases in organic revenue were offset partially by volume declines of dry cooling products in China and at SPX Heat Transfer Inc.

Gross Profit — The increase in gross profit for 2012, compared to 2011, was due primarily to the revenue performance described above. Gross profit as a percentage of revenues declined during 2012, compared to 2011, primarily as a result of the following:

The increase in gross profit for 2011, when compared to 2010, was due primarily to the revenue performance described above. Gross profit as a percentage of revenues for 2011 was impacted by:

Selling, General and Administrative ("SG&A") Expense — For 2012, the increase in SG&A expense, when compared to 2011, of $109.6 was due primarily to the impact of the Clyde Union acquisition in December of 2011, which resulted in additional SG&A during 2012 of $101.9, and, to a much lesser extent, additional expenses in support of the organic revenue growth in 2012. These increases were offset partially by a decrease in SG&A of $19.7 associated with a stronger U.S. dollar in 2012, when compared to 2011.

For 2011, the increase in SG&A expense, when compared to 2010, of $53.1 was due primarily to:

The above increases in SG&A were offset partially by a decline in incentive compensation during 2011 of $12.2.

Intangible Amortization — For 2012, the increase in intangible amortization, compared to 2011, was due primarily to incremental amortization of $10.0 associated with intangible assets purchased in the Clyde Union acquisition.

For 2011, the increase in intangible amortization, when compared to 2010, was primarily due to incremental amortization associated with intangible assets purchased in the Clyde Union, e&e, Murdoch, Anhydro, TTS, and Gerstenberg acquisitions.

Impairment of Goodwill and Other Long-Term Assets — During 2012, we recorded impairment charges of $281.4 associated with the goodwill ($270.4) and other long-term assets ($11.0) of our Cooling reporting unit. In addition, we recorded impairment charges of $4.5 related to trademarks for two other businesses within our Thermal Equipment and Services reportable segment.

During 2011, we recorded impairment charges of $28.3 associated with the goodwill and indefinite-lived intangible assets of our SPX Heat Transfer Inc. reporting unit, with $20.8 of the charge related to goodwill and $7.5 to trademarks.

During 2010, we recorded an impairment charge of $1.7 related to trademarks of a business within our Thermal Equipment and Services reportable segment.

See Note 8 to our consolidated financial statements for further discussion of impairment charges.

Special Charges, Net — Special charges related primarily to restructuring initiatives to consolidate manufacturing, distribution, sales and administrative facilities, reduce workforce and rationalize certain product lines. See Note 6 to our consolidated financial statements for the details of actions taken in 2012, 2011 and 2010. The components of special charges, net, were as follows:

Other Income (Expense), Net — Other income, net for 2012 was composed primarily of a gain of $20.5 associated with the deconsolidation of our dry cooling products business in China, investment earnings of $9.9, and gains on FX forward contracts of $0.2, partially offset by foreign currency transaction losses of $12.2 and losses on FX embedded derivatives of $0.4.

For 2011, Other expense, net was composed primarily of charges associated with our FX forward contracts of $38.5 and foreign currency transaction losses of $4.4, partially offset by gains on FX embedded derivatives of $1.5 and insurance proceeds received of $3.2 related to death benefit and property insurance claims. The expense associated with the FX forward contracts included a charge of $34.6 related to our hedging a significant portion of the purchase price of the Clyde Union acquisition. In addition, and as discussed in Note 14 to our consolidated financial statements, we maintain insurance for certain risk management matters. During 2011, we recorded a charge of $18.2 to "Other income (expense), net" associated with amounts that are deemed uncollectible from an insolvent insurer for certain risk management matters. See Note 14 to our consolidated financial statements for further details.

For 2010, Other expense, net was composed primarily of charges associated with our FX forward contracts and FX embedded derivatives of $17.3 and foreign currency transaction losses of $10.2, partially offset by investment income of $9.5.

Interest Expense, Net — Interest expense, net, includes both interest expense and interest income. The increase in interest expense, net, during 2012, when compared to 2011, was primarily the result of interest incurred during 2012 on the $800.0 of term loans that were drawn down in December 2011 in order to fund the acquisition of Clyde Union. As discussed in Note 12 to the consolidated financial statements, interest expense associated with the term loans of approximately $8.0 was allocated to discontinued operations during 2012. In addition, in connection with the closing of the sale of our Service Solutions business in December 2012, we repaid $325.0 of the above term loans (see Notes 4 and 12 to our consolidated financial statements for further details).

For 2011, the increase in interest expense, net, when compared to 2010, was the result of replacing the term loan under our then-existing senior credit facilities (a loan that carried an interest rate, inclusive of the impact of the related interest rate protection agreements ("Swaps"), of approximately 5.0%) with the $600.0 of 6.875% senior notes in August 2010.

Loss on Early Extinguishment of Interest Rate Protection Agreements and Term Loan — During 2010, we incurred $25.6 of charges in connection with the August 2010 repayment of the term loan under our then-existing senior credit facilities (see Note 12 to our consolidated financial statements), with $24.3 associated with the early termination of the related Swaps and the remainder with the write-off of deferred financing costs and early termination fees.

Equity Earnings in Joint Ventures — Our equity earnings in joint ventures were attributable primarily to our investment in EGS, as earnings from this investment totaled $39.0, $28.7 and $28.8 in 2012, 2011 and 2010, respectively.

Income Taxes — During 2012, we recorded an income tax provision of $31.9 on a pre-tax loss from continuing operations of $46.5, resulting in an effective tax rate of (68.6)%. The effective tax rate for 2012 was impacted by (i) an income tax benefit of $26.3 associated with the $281.4 impairment charge recorded for Cooling reporting unit's goodwill and other long-term assets, as the majority of the goodwill for the Cooling reporting unit has no basis for income tax purposes, (ii) taxes provided of $15.4 on foreign dividends and undistributed earnings that are no longer considered to be indefinitely reinvested, (iii) incremental tax expense of $6.1 associated with the deconsolidation of our dry cooling business in China, as the goodwill allocated to the transaction is not deductible for income tax purposes, and (iv) valuation allowances that were recorded against deferred tax assets during the year of $5.4. These income tax charges were offset partially by income tax benefits of $23.7 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.

During 2011, we recorded an income tax provision of $14.3 on $169.9 of pre-tax income from continuing operations, resulting in an effective tax rate of 8.4%. During 2011, we adopted an alternative method of allocating certain expenses between foreign and domestic sources for federal income tax purposes. As a result of this election, we determined that it is more likely than not that we will be able to utilize our existing foreign tax credits within the remaining carryforward period. Accordingly, during 2011, we released the valuation allowance on our foreign tax credit carryforwards, resulting in an income tax benefit of $27.8. In addition, during 2011 we recorded income tax benefits of $2.5 associated with the conclusion of a Canadian appeals process and $7.7 of tax credits related to the expansion of our power transformer facility in Waukesha, WI. These benefits were offset partially by $6.9 of federal income taxes that were incurred in connection with our plan to repatriate a portion of the earnings of a foreign subsidiary.

During 2010, we recorded an income tax provision of $45.6 on $223.6 of pre-tax income from continuing operations, resulting in an effective tax rate of 20.4%. The effective tax rate for 2010 was impacted favorably by a tax benefit of $18.2 that was recorded in connection with the completion of the field examinations of our 2006 and 2007 federal income tax returns and tax benefits of $16.0 related to the reduction in liabilities for uncertain tax positions associated with various foreign and domestic statute expirations and the settlement of state examinations. These benefits were offset partially by domestic charges of $6.2 associated with the taxation of prescription drug costs for retirees under Medicare Part D as a result of enactment of the PPAC Act during the year and $3.6 associated with the repatriation of foreign earnings.

For 2012, 2011 and 2010, income from discontinued operations and the related income taxes are shown below:

For 2012, 2011 and 2010, results of operations from our businesses reported as discontinued operations were as follows:

We report businesses or asset groups as discontinued operations when, among other things, we commit to a plan to divest the business or asset group, actively begin marketing the business or asset group, and when the sale of the business or asset group is deemed probable within the next 12 months. The following businesses, which have been sold, met these requirements and therefore have been reported as discontinued operations for the periods presented.

Tianyu — Sold for cash consideration of one RMB (exclusive of cash transferred with the business of $1.1), resulting in a loss, net of taxes, of $1.8 during 2012.

Weil McLain Shandong — Sold for cash consideration of $2.7 (exclusive of cash transferred with the business of $3.1), resulting in gain, net of taxes, of $2.2 during 2012.

Service Solutions — Sold to Robert Bosch GmbH for cash consideration of $1,134.9, resulting in a gain, net of taxes, of $313.4 during 2012.

Cooling Spain — Sold for cash consideration of one Euro (exclusive of cash transferred with the business of $2.3), resulting in a loss, net of taxes, of $1.9 during 2010. During 2011, we recorded a net charge of $0.1 to "Gain on disposition of discontinued operations, net of tax" within our consolidated statement of operations in connection with adjustments to certain liabilities that we retained.

PSD — Sold for cash consideration of $3.0, resulting in a gain, net of taxes, of $3.6 during 2010.

In addition to the businesses discussed above, we recognized net gains (losses) of $(0.4), $0.4 and $2.7 during 2012, 2011 and 2010, respectively, resulting from adjustments to gains/losses on businesses that were sold (and included in discontinued operations) prior to 2010.

During 2010, the field examinations of our 2006 and 2007 federal income tax returns were completed by the Internal Revenue Service ("IRS"). In connection with the completion of these examinations, we reduced our liability for uncertain tax positions and recognized an income tax benefit of $7.3 to "Gain on disposition of discontinued operations, net of tax" associated with a business previously disposed of and reported as a discontinued operation.

The final sales price for certain of the divested businesses is subject to adjustment based on working capital existing at the respective closing dates. The working capital figures are subject to agreement with the buyers or, if we cannot come to agreement with the buyers, an arbitration process. Final agreement of the working capital figures with the buyers for some of these transactions has yet to occur. In addition, changes in estimates associated with liabilities retained in connection with a business divestiture (e.g., income taxes) may occur. It is possible that the sales price and resulting gains/losses on these and other previous divestitures may be materially adjusted in subsequent periods.

The following information should be read in conjunction with our consolidated financial statements and related notes. These results exclude the operating results of discontinued operations for all periods presented. See Note 5 to our consolidated financial statements for a description of each of our reportable segments and our other operating segments.

Non-GAAP Measures — Throughout the following discussion of the results of our reportable and other operating segments, we use "organic revenue" growth (decline) to facilitate explanation of the operating performance of our segments. Organic revenue growth (decline) is a non-GAAP financial measure, and is not a substitute for revenue growth (decline). Refer to the explanation of this measure and purpose of use by management under "Results of Continuing Operations — Non-GAAP Measures."

Revenues — For 2012, the increase in revenues, compared to 2011, was due to incremental revenues of $594.1, associated with the acquisitions of Seital in 2012 and Clyde Union and e&e in 2011, as well as organic revenue growth. These increases were offset partially by the impact of a stronger U.S. dollar during 2012. The organic revenue growth was attributable primarily to additional sales into the (i) power and energy and industrial end markets in the Americas and (ii) food and beverage and industrial end markets in Asia Pacific.

For 2011, the increase in revenues, compared to 2010, was due to organic revenue growth, incremental revenues of $71.5 associated with the 2011 acquisitions of Clyde Union, e&e, and Murdoch and the 2010 acquisitions of Anhydro and Gerstenberg, and the favorable impact of a weaker U.S. dollar during 2011. Organic revenue growth was attributable primarily to additional sales into the food and beverage, power and energy and general industrial end markets.

Income — For 2012, income increased primarily as a result of incremental income of $22.0 associated with the acquisitions of Clyde Union, Seital and e&e and the organic revenue growth noted above in 2012, partially offset by the impact of a stronger U.S. dollar. Margins for 2012 declined, compared to 2011, primarily as a result of the impact of dilution related to Clyde Union's operating results during the year, including (i) incremental amortization expense of $10.0 associated with the intangible assets acquired in the Clyde Union transaction, (ii) the impact of loss contracts acquired and then converted to revenue during 2012 (such losses generally were recorded as part of Clyde Union's acquisition accounting adjustments) and (iii) charges 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. In addition, 2012 margins were impacted by the significant increase in sales of food and beverage systems, as system revenues typically have lower profit margins than the segment's other revenues.

For 2011, income and margins, compared to 2010, were impacted favorably by the organic revenue growth noted above and savings from restructuring activities initiated in 2011 and 2010 associated with the integration of the Anhydro and Gerstenberg acquisitions. The increase in margins was offset partially by the impact of a higher percentage of lower-margin systems' revenue during 2011.

Revenues — For 2012, the decrease in revenues, compared to 2011, primarily was the result of organic revenue declines and a stronger U.S. dollar during 2012. The decrease in organic revenues was due to declines in sales of cooling and thermal products in the Americas, China, and Europe, primarily as a result of continued weak demand in the global power generation market. These decreases in organic revenue were offset partially by additional sales of cooling products in South Africa during 2012 associated with continued progression on the Kusile and Medupi projects.

For 2011, the increase in revenues, compared to 2010, was due primarily to the impact of a weaker U.S. dollar. Organic revenue growth was minimal in 2011 as increases in evaporative cooling revenues in the Americas generally were offset by declines in sales of dry cooling products in China, due to increases in local competition, as well as decreases in sales at SPX Heat Transfer Inc. resulting from the challenging conditions within the U.S. power market.

Income — For 2012, income and margin decreased, compared to 2011, as a result of the organic revenue declines noted above and a lower proportion of higher-margin dry cooling project revenues in 2012.

For 2011, the decrease in income and margins, compared to 2010, was primarily the result of a decline in sales of dry cooling products in China, which historically carry much higher profit margins than sales of evaporative products, and the revenue decline related to SPX Heat Transfer Inc. noted above. In addition, income and margins for 2011 were impacted negatively by net charges of $10.3 associated with changes in cost estimates for certain contracts in South Africa.

Revenues — For 2012, the increase in revenues, compared to 2011, was a result of organic revenue growth due primarily to an increase in power transformer volumes and, to a lesser extent prices, sales of precision machine components to the aerospace industry, and sales of hydraulic tools and equipment. These increases in organic revenue were offset partially by a decline in sales of fare collection systems during 2012.

For 2011, the increase in revenues, compared to 2010, was due primarily to an increase in organic revenues. The increase in organic revenues primarily was attributable to greater demand for hydraulic tools and equipment and increases in power transformer sales volumes. This increase was offset partially by declines in power transformer prices and lower sales of precision machine components to the aerospace industry.

Income — For 2012, the increase in income was due primarily to improved profitability within our power transformer business due to (i) the organic revenue increases noted above and (ii) start-up costs of $11.4 in 2011 associated with the expansion of the businesses facility in Waukesha, WI. The decrease in margin in 2012 was due primarily to declines in sales of higher-margin fare collection systems, monitoring systems and solar power products. Income and margin for 2011 were impacted favorably by an insurance recovery of $6.3 related to a product liability matter.

For 2011, the decrease in income and margin, compared to 2010, was due primarily to declines in power transformer prices and sales of precision machine components, as well as the start-up costs of $11.4 noted above associated with the expansion of our power transformer facility in Waukesha, WI. This decrease was offset partially by the insurance recovery during 2011 of $6.3 noted above and a more favorable sales mix within our laboratory equipment product lines.

Corporate Expense — Corporate expense generally relates to the cost of our Charlotte, NC corporate headquarters and our Asia Pacific center in Shanghai, China. The increase in corporate expense during 2012, when compared to 2011, was due primarily to an increase in charges associated with earnings on participant deferred compensation balances, as the amount in 2012 totaled $5.3 compared to $1.7 in 2011.

For 2011, the increase in corporate expense, compared to 2010, was due primarily to additional costs associated with certain corporate-led initiatives (e.g., global expansion and innovation) and transaction fees of $7.2, partially offset by a decline in incentive compensation expense of $5.2.

Stock-based Compensation Expense — Stock-based compensation expense represents our consolidated expense, which we do not allocate for segment reporting purposes. The increase in stock-based compensation expense during 2012, when compared to 2011, was due primarily to the fact that the 2012 awards were granted in January, whereas the 2011 awards were granted in March, and, thus, the 2012 awards contributed two additional months of expense during 2012. Such increase generally was offset by the impact of a decline in the fair value of our 2012 restricted stock and restricted stock unit awards, as the weighted-average fair value of the 2012 awards was approximately 19.0% lower than the weighted-average fair value of the 2011 awards.

For 2011, the increase in stock-based compensation, compared to 2010, was due primarily to an increase in the fair value of our 2011 restricted stock and restricted stock unit awards, and an increase in the number of shares granted in 2011, primarily to participants who already met the service requirements under the plan at the time of the 2011 grant (i.e., age 55 and five years of service). The weighted-average fair value of our 2011 stock-based compensation awards increased approximately 28% compared to the weighted-average fair value of our 2010 awards.

Pension and Postretirement Expense — Pension and postretirement expense represents our consolidated expense, which we do not allocate for segment reporting purposes. The increase in pension and postretirement expense in 2012, when compared to 2011, was due primarily to an increase in the amortization of unrecognized losses associated primarily with continuing decreases in the discount rate applied to the projected benefit obligations. The decrease in pension and postretirement expense in 2011, compared to 2010, was due to an increase in the number of inactive participants in one of our domestic pension plans, which resulted in almost all of the plan participants being inactive. Accordingly, in 2011, we began amortizing the unrecognized gains/losses over the average remaining life expectancy of the inactive participants as opposed to the average remaining service period of the active participants. This change resulted in a reduction in pension expense of approximately $20.0 in 2011.

The following table highlights our backlog as of December 31, 2012 and 2011, and the revenue and profit margin expectations for our reportable and other operating segments during 2013 based on information available at the time of this report.


Flow Technology reportable segment		During 2012, the segment experienced a revenue increase of 31.4%, including organic growth of 5.2%. For 2013, we are projecting revenues to increase between 2% and 7% as a result of organic revenue growth associated primarily with the power and energy and industrial end-markets in the Americas and food and beverage end markets around the world. We are projecting margins to be between 11.9% and 12.4% for 2013, compared to 10.6% in 2012. The projected increase in margins in 2013 is due primarily to profitability improvements that are expected at Clyde Union as a result of (i) continued increases in higher-margin Aftermarket revenues, (ii) a decline in OE revenues associated with loss contracts acquired, and (iii) reduced operating expenses associated with 2012 restructuring initiatives, as well as improved profitability within our components and systems businesses that serve the food and beverage end markets. The segment had backlog of $1,360.0 and $1,454.9 as of December 31, 2012 and December 31, 2011, respectively. We expect to convert approximately 88% of the segment's December 31, 2012 backlog to revenues during 2013.
Thermal Equipment and Services reportable segment		During 2012, the segment experienced a revenue decline of 8.9%, of which 3.7% was attributable to a decline in organic revenue. We are projecting revenues to decrease between 4% and 9% for 2013, as we are not expecting the global power generation market to rebound in the near-term. We are projecting margins to be between 6.5% and 7.0% for 2013. We had backlog of $786.9 and $1,054.9 as of December 31, 2012 and December 31, 2011, respectively, across the segment, with the majority in our cooling systems and products and thermal services and equipment businesses. We expect to convert approximately 65% of the segment's December 31, 2012 backlog to revenues during 2013. Portions of this backlog are long-term in nature, with the related revenues expected to be recorded through 2015. We expect large contracts to continue to be significant for this segment, which may contribute to large fluctuations in revenues and profits from period to period.

Listed below are the cash flows from (used in) operating, investing and financing activities, and discontinued operations, as well as the net change in cash and equivalents for the years ended December 31, 2012, 2011 and 2010.

Operating Activities — The decrease in cash flows from operating activities during 2012, as compared to 2011, was due primarily to the following:

Investing Activities — The decrease in cash used in investing activities during 2012, as compared to 2011, was due primarily to a reduction in business acquisitions and investments during 2012, as the 2012 acquisition/investment cash flows were limited generally to the acquisition of Seital for $28.0, while the 2011 acquisition/investment cash flows included the Clyde Union acquisition for $720.3. In addition, capital expenditures declined to $84.3 in 2012, compared to $147.0 in 2011. The 2011 capital expenditure figure included $55.1 of expenditures related to the expansion of our power transformer facility in Waukesha, WI and $40.8 for the purchase of a manufacturing facility in Glasgow, Scotland that is occupied and was previously leased by Clyde Union.

Financing Activities — During 2012, net cash used in financing activities of $669.6 was due primarily to net repayments of debt of $365.5, repurchases of our common stock of $245.6, and dividends paid of $63.6. The net repayments of debt, including repayments against our term loans of $325.0, and repurchases of common stock, resulted primarily from the proceeds that were received in connection with the sale of our Service Solutions business in December 2012. During 2011, net cash from financing activities totaled $713.9 and related primarily to $800.0 of term loan borrowings under our senior credit facilities in order to fund the acquisition of Clyde Union in December 2011. Such borrowings were offset partially by dividends paid of $53.4 and financing fees paid of $17.2. There were no repurchases of SPX common stock during 2011.

Discontinued Operations — Cash flows from discontinued operations for 2012 and 2011 related primarily to our Service Solutions business. The 2012 figure includes proceeds of $1,134.9 received in connection with the sale of our Service Solutions business in December 2012, as well as the operating cash flows and capital expenditures for the business during the year. The 2011 figure includes the operating cash flows for the business of $75.0, partially offset by acquisitions and capital expenditures by the business of $45.0 and $5.5, respectively.

Operating Activities — The increase in cash flows from operating activities for 2011 was due to the fact that 2010 operating cash flows included $100.0 of voluntary contributions to our domestic pension plans and a payment of $26.9 to terminate our Swaps. This year-over-year increase in operating cash flows was offset partially by a payment in 2011 of $34.6 to settle the foreign exchange protection agreements that were entered into in order to hedge the purchase price of Clyde Union.

Investing Activities — The increase in cash used in investing activities for 2011 was due primarily to an increase in business acquisitions and investments (2011 — $747.5 vs. 2010 — $114.8) and an increase in capital expenditures (2011 — $147.0 vs. 2010 — $70.9). The increase in business acquisitions and investments in 2011 was primarily due to the Clyde Union acquisition ($720.3), while the increase in capital expenditures in 2011 was primarily due to $55.1 of expenditures related to the expansion of our power transformer facility in Waukesha, WI and $40.8 for the purchase of a manufacturing facility in Glasgow, Scotland.

Financing Activities — The increase in cash flows from financing activities for 2011 was due primarily to $800.0 of term loan borrowings under our senior credit facilities during December 2011, with the proceeds used primarily for the acquisition of Clyde Union.

Discontinued Operations — Cash flows from discontinued operations for 2011 and 2010 related primarily to our Service Solutions business. Service Solutions' net cash flows for 2011 and 2010 totaled $23.1 and $18.2, respectively, and related primarily to cash flows from operations (2011 — $75.0 and 2010 — $38.4) and cash used for business acquisitions and investments (2011 — $45.0 and 2010 — $15.8). Cash flows from discontinued operations for 2010 also included cash proceeds of (i) $3.0 in connection with the sale of PSD and (ii) $3.7 that was received in connection with a 2009 disposition.

The following summarizes our debt activity (both current and non-current) for the year ended December 31, 2012:

	December 31, 2011		Borrowings		Repayments			Other(4)		December 31, 2012

Domestic revolving loan facility	$	—	$	1,065.0	$	(1,065.0	)	$	—	$	—
Foreign revolving loan facility		30.9		—		(31.9	)		1.0		—
Term loan 1⁽¹⁾		300.0		—		(300.0	)		—		—
Term loan 2⁽¹⁾		500.0		—		(25.0	)		—		475.0
6.875% senior notes		600.0		—		—			—		600.0
7.625% senior notes		500.0		—		—			—		500.0
Trade receivables financing arrangement⁽²⁾		—		127.3		(127.3	)		—		—
Other indebtedness⁽³⁾		70.2		17.7		(26.3	)		55.4		117.0

Total debt		2,001.1	$	1,210.0	$	(1,575.5	)	$	56.4		1,692.0

Less: short-term debt		71.3									33.4
Less: current maturities of long-term debt		4.2									8.7

Total long-term debt	$	1,925.6								$	1,649.9

Our senior credit facilities provide for committed senior secured financing in an initial amount of $2,600.0, consisting of the following (each with a final maturity of June 30, 2016 except for Term Loan 1, which had a final maturity date of June 22, 2013 prior to its early repayment in December 2012 — see below):

Term Loan 2, with an initial principal balance of $500.0 and principal balance at December 31, 2012 of $475.0, is repayable in quarterly installments (with annual aggregate repayments, as a percentage of the initial principal amount, of 15% for 2014 and 20% for 2015, together with a single quarterly payment of 5% at the end of the first fiscal quarter of 2016), with the remaining balance repayable in full on June 30, 2016.

In connection with the August 2010 termination of our Swaps and the term loan under our then-existing senior credit facilities, we incurred $25.6 of costs, including $24.3 associated with the early termination of Swaps (see Note 13 to our consolidated financial statements), $1.1 for the write-off of deferred financing costs, and $0.2 related to an early termination fee.

Our senior credit facilities allow additional commitments 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 up to an aggregate principal amount of $525.0. The amount of the availability resets (up to a maximum of $1,000.0) as amounts are repaid under the term loans.

We are the borrower under all the facilities, and certain of our foreign subsidiaries are borrowers under the foreign credit instrument facilities (and we may in the future designate other subsidiaries to be borrowers under the revolving credit facilities and the foreign credit instrument facilities).

All borrowings and other extensions of credit under our senior credit facilities are 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 any borrower on behalf of itself or any of its subsidiaries or certain joint ventures. We borrow and repay amounts under our revolving credit facilities on a regular basis during the year. During 2012, the average daily amount outstanding under these facilities was approximately $122.0. The foreign credit instrument facility is used to issue credit instruments, including bank undertakings to support primarily commercial contract performance.

At December 31, 2012, we had $66.4 and $785.7 of outstanding letters of credit issued under our revolving credit and our foreign credit instrument facilities of our senior credit agreement, respectively. In addition, we had $7.2 of letters of credit outstanding under separate arrangements in China, India and South Africa.

The interest rates applicable to loans under our senior credit facilities are, at our option, equal to either (i) an alternate base rate (the higher 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 (ii) 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 on such date). We may elect interest periods of one, two, three or six months for Eurodollar borrowings.

The fees charged and the interest rate margins applicable to Eurodollar and alternate base rate loans are (all on a per annum basis) as follows:

The weighted-average interest rate of our outstanding borrowings under our senior credit facilities was approximately 2.40% at December 31, 2012.

The fees for bilateral foreign credit commitments are as specified above for foreign credit commitments, unless otherwise agreed with the bilateral foreign issuing lender. We 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 0.20% per annum, respectively. We paid an upfront fee in an amount equal to an approximate average of 0.5% of the commitment of each lender providing a portion of the Term Loans. In addition, we were required to pay a commitment fee in an amount equal to 0.275% per annum of the daily unused amount of the commitment of the Term Loans, which accrued from October 5, 2011 through December 22, 2011, the date on which the amounts under the Term Loans were borrowed.

Our senior credit facilities 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). Mandatory prepayments will be applied, first, to repay any amounts outstanding under the Term Loans and any other incremental term loans that we may have outstanding in the future, in the manner and order selected by us, and second, after the Term Loans and any such incremental term loans have been repaid in full, to repay amounts (or 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 is required generally to the extent the net proceeds are reinvested in permitted acquisitions, permitted investments or assets to be used in our business within 360 days 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 and LIBOR rate borrowings other than on the last day of the relevant interest period.

Indebtedness under our new senior credit facilities is secured by a first priority pledge and security interest in 100% of the capital stock of our domestic subsidiaries (with certain exceptions) held by us or our domestic subsidiary guarantors and 65% of the capital stock of our material first tier foreign subsidiaries (with certain exceptions). If our corporate credit rating is "Ba2" or less (or not rated) by Moody's and "BB" or less (or not rated) by S&P, then we and our domestic subsidiary guarantors are required to grant security interests, mortgages and other liens on substantially all of our and their assets. If our corporate credit rating is "Baa3" or better by Moody's or "BBB-" or better by S&P and no defaults exist, then all collateral security will be released and the indebtedness under our senior credit facilities will be unsecured.

Our senior credit facilities 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. We do not expect these covenants to restrict our liquidity, financial condition or access to capital resources in the foreseeable future. Our new senior credit facilities also contain customary representations, warranties, affirmative covenants, and events of default.

We are permitted under our senior credit facilities to repurchase our capital stock and pay cash dividends in an unlimited amount if our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) less than 2.50 to 1.00. If our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) greater than or equal to 2.50 to 1.00, the aggregate amount of such repurchases and dividend declarations cannot exceed (A) $100.0 in any fiscal year plus (B) an additional amount for all such repurchases and dividend declarations made after June 30, 2011 equal to the sum of (i) $300.0 and (ii) a positive amount equal to 50% of cumulative Consolidated Net Income (as defined in the credit agreement generally as consolidated net income subject to certain adjustments solely for the purposes of determining this basket) during the period from July 1, 2011 to the end of the most recent fiscal quarter preceding the date of such repurchase or dividend declaration for which financial statements have been (or were required to be) delivered (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit).

At December 31, 2012, we were in compliance with all covenant provisions of our senior credit facilities, and the senior credit facilities did not impose any restrictions on our ability to repurchase shares or pay dividends, other than those inherent in the credit agreement. While the impact of continued market volatility cannot be predicted, we do not expect an impact on our ability to comply with the covenant provisions of our senior credit facilities in the near or long-term.

In August 2010, we issued, in a private placement, $600.0 aggregate principal amount of 6.875% senior unsecured notes that mature in 2017. We used the proceeds from the offering to repay the remaining balance under the term loan of our then-existing senior credit facilities of $562.5, to pay $26.9 of termination costs, including $2.6 of accrued interest for Swaps related to the then-existing term loan, and the remainder to pay the majority of the financing costs incurred in connection with the offering. The interest payment dates for these notes are March 1 and September 1 of each year, commencing on March 1, 2011. 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. In addition, at any time prior to September 1, 2013, we may redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds of certain equity offerings at a redemption price of 106.875%, 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 outstanding, 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. During the third quarter of 2011, these senior notes became freely tradable. Payment of the principal, premium, if any, and interest on our notes is guaranteed on a senior unsecured basis by our domestic subsidiaries. We consider the likelihood of having to make payments under the guarantee as remote.

In December 2007, we issued, in a private placement, $500.0 aggregate principal amount of 7.625% senior unsecured notes that mature in 2014. We used the net proceeds from the offering for general corporate purposes, including the financing of our acquisition of APV. The interest payment dates for these notes are June 15 and December 15 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 a 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 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. During the first quarter of 2009, these senior notes became freely tradable.

At December 31, 2012, we were in compliance with all covenant provisions of our senior notes.

Certain of our businesses purchase goods and services under a purchase card program allowing for payment beyond their normal payment terms. As of December 31, 2012 and 2011, the participating businesses had $27.9 and $40.4, respectively, outstanding under this arrangement. As this arrangement extends the payment of our businesses' payables beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.

We are party to a trade receivables financing agreement, whereby we can borrow, on a continuous basis, up to $130.0. Availability of funds may fluctuate over time given changes in eligible receivable balances, but will not exceed the $130.0 program limit. The facility contains representations, warranties, covenants and indemnities customary for facilities of this type. The facility does not contain any covenants that we view as materially constraining to the activities of our business.

At December 31, 2012, we had $533.6 of available borrowing capacity under our revolving credit facilities after giving effect to $66.4 reserved for outstanding letters of credit and $46.3 of available borrowing capacity under our trade receivables financing arrangement. In addition, at December 31, 2012, we had $414.3 of available issuance capacity under our foreign trade facility after giving effect to $785.7 reserved for outstanding letters of credit.

Additionally, we have a shelf registration statement for 8.3 shares of common stock that may be issued for acquisitions. In addition, other financing instruments may be used from time to time, including, but not limited to, private placement instruments, operating leases, capital leases and securitizations. We expect that we will continue to access these markets as appropriate to maintain liquidity and to provide sources of funds for general corporate purposes, acquisitions or to refinance existing debt.

At December 31, 2012, we had approximately $1,893.0 of undistributed foreign earnings, including $1,580.0 for which no U.S. federal or state income taxes have been provided. If these earnings were distributed, we would be subject to U.S. income taxes (subject to a reduction for foreign tax credits) and withholding taxes payable to the various foreign countries.

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 that 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 financial derivative assets and liabilities include FX forward contracts, FX embedded derivatives and forward contracts that manage the exposure on forecasted purchases of commodity raw materials ("commodity contracts") that are 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 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 to be active.

As of December 31, 2012, there has 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 our senior credit facilities. Similarly, there has been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties' credit risk.

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.

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, South African Rand and British Pound.

From time to time, we enter into 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 FX embedded derivatives, as 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, as deemed appropriate. 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 the current earnings, but are included in accumulated other comprehensive income ("AOCI"). These changes in fair value will subsequently be 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 will be recorded as a component of "Other income (expense), net" in the period it occurs. To the extent that 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 it occurs. We had FX forward contracts with an aggregate notional amount of $107.3 and $66.1 outstanding as of December 31, 2012 and 2011, respectively, with scheduled maturities of $102.0 and $5.3 in 2013 and 2014, respectively. We had FX embedded derivatives with an aggregate notional amount of $96.3 and $73.2 at December 31, 2012 and 2011, respectively, with scheduled maturities of $77.4, $11.4 and $7.5 in 2013, 2014 and 2015, respectively. The unrealized loss, net of taxes, recorded in AOCI related to FX forward contracts was $3.4 and $3.7 as of December 31, 2012 and 2011, respectively. We anticipate reclassifying approximately $1.9 of the unrealized loss to income over the next 12 months. The net loss recorded in "Other income (expense), net" related to FX forward contracts and embedded derivatives totaled $0.2 for 2012, $37.0 for 2011, and $17.3 for 2010.

Beginning on August 30, 2011, we entered into FX forward contracts to hedge a significant portion of the purchase price of the Clyde Union acquisition, which was paid in GBP. From the inception of these contracts until December 22, 2011 (the date the contracts were settled), the U.S. dollar strengthened against the GBP by approximately 4%. As a result, we recorded charges and made cash payments to settle the contracts during 2011 of $34.6, with the charges recorded to "Other income (expense), net" in our 2011 consolidated statement of operations.

The fair values of our FX forward contracts and embedded derivatives were as follows:

From time to time, we enter into commodity contracts to manage the exposure on forecasted purchases of commodity raw materials ("commodity contracts"). At December 31, 2012 and 2011, the outstanding notional amount of commodity contracts was 3.3 and 2.9 pounds of copper, respectively. We designate and account for these contracts as cash flow hedges and, to the extent these commodity contracts are effective in offsetting the variability of the forecasted purchases, the change in fair value is included in AOCI. We reclassify the AOCI associated with our commodity contracts to cost of products sold when the forecasted transaction impacts earnings. As of December 31, 2012 and 2011, the fair value of these contracts was $0.2 (current asset) and $0.8 (current liability), respectively. The unrealized gain (loss), net of taxes, recorded in AOCI was $0.1 and $(0.7) as of December 31, 2012 and 2011, respectively. We anticipate reclassifying the unrealized gain to income over the next 12 months.

Prior to the August 2010 repayment of our then-existing variable rate term loan, we maintained Swaps to hedge the associated interest rate risk. These Swaps, which we designated and accounted for as cash flow hedges, effectively converted the majority of the borrowings under our then-existing variable rate term loan to a fixed rate of 4.795% plus the applicable margin. In connection with the repayment of our then-existing term loan, we terminated all our Swaps resulting in a cash payment of $26.9 (including $2.6 of accrued interest) and a charge to earnings of $24.3 during 2010.

Our available-for-sale securities include equity investments that are traded in active international markets. They are measured at fair value using closing stock prices from active markets and are classified within Level 1 of the valuation hierarchy. At December 31, 2012 and 2011, the fair value of these investments was $3.6 and $5.2, respectively.

We elected to account for certain other investments in equity securities that are not readily marketable under the fair value option. At December 31, 2012 and 2011, these assets had a fair value of $7.5 and $7.8, respectively, which was estimated using valuation models, including the Monte-Carlo simulation model.

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 December 31, 2012 and 2011, including net unrealized losses recorded to earnings.

The carrying amounts of cash and equivalents and receivables reported in the consolidated balance sheets approximate fair value because of the short maturity of those instruments.

The fair value of our debt instruments (excluding capital leases), based on borrowing rates available to us at December 31, 2012 for similar debt, was $1,727.5, compared to our carrying value of $1,609.7.

Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, and foreign currency forward and commodity 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. 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.

Balances, if any, under the revolving credit and foreign credit instrument facilities of our senior credit facilities are payable in full on June 30, 2016, the maturity date of the facilities. Term Loan 2 is repayable in quarterly installments (with annual repayments, as a percentage of the initial principal amount, 15% for 2014 and 20% for 2015, together with a single quarterly payment of 5% at the end of the first fiscal quarter of 2016), with the remaining balance repayable in full on June 30, 2016.

We use operating leases to finance certain equipment and other purchases. At December 31, 2012, we had $146.7 of future minimum rental payments under operating leases with remaining non-cancelable terms in excess of one year.

In 2003, our Board of Directors approved the implementation of a quarterly dividend program. The actual amount of each quarterly dividend, as well as each declaration date, record date and payment date is subject to the discretion of the Board of Directors, and the target dividend level may be adjusted during the year at the discretion of the Board of Directors. The factors that the Board of Directors consider in determining the actual amount of each quarterly dividend include our financial performance and ongoing capital needs, our ability to declare and pay dividends under the terms of our credit facilities and any other debt instruments, and other factors deemed relevant. During 2012, we declared and paid dividends of $50.9 and $63.6, respectively, while in 2011 we declared and paid dividends of $50.9 and $53.4, respectively.

Capital expenditures for 2012 totaled $84.3, compared to $147.0 and $70.9 in 2011 and 2010, respectively. Capital expenditures in 2012 related primarily to upgrades to manufacturing facilities, including replacement of equipment, and new ERP software at certain of our businesses in connection with our ERP rationalization initiative. We expect 2013 capital expenditures to approximate $90.0, with a significant portion related to upgrades of manufacturing facilities. 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 2012, we made contributions and direct benefit payments of $66.4 to our defined benefit pension and postretirement benefit plans, net of subsidies, which included $1.8 of contributions related to businesses that have been classified as discontinued operations. We expect to make $69.2 of minimum required funding contributions and direct benefit payments in 2013, including $2.5 of contributions that relate to businesses that have been classified as discontinued operations. In addition, we recently announced our intention to make approximately $250.0 in voluntary contributions to our qualified pension plans during 2013. Our pension plans have not experienced any liquidity difficulties or counterparty defaults due to the volatility in the credit markets. Our domestic pension funds experienced a positive return on assets of approximately 13.0% in 2012. See Note 10 to our consolidated financial statements for further disclosure of expected future contributions and benefit payments.

On a net basis, both from continuing and discontinued operations, we paid $59.3, $0.0 and $30.0 in taxes for 2012, 2011 and 2010, respectively. In 2012, we made payments of $69.6 associated with the actual and estimated tax liability for federal, state and foreign tax obligations and received refunds of $10.3. The amount of income taxes that 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, 2012, except as discussed in Note 14 to our consolidated financial statements and in the contractual obligations table below, we did not have any material guarantees, off-balance sheet arrangements or purchase commitments other than the following: (1) $66.4 of certain standby letters of credit outstanding, all of which reduce the available borrowing capacity on our revolving credit facility; and (2) approximately $142.0 of surety bonds. In addition, $43.1 of our standby letters of credit relate to self-insurance matters and originate from workers' compensation, auto, or general liability claims made against us. We account for each of these claims as part of our self-insurance accruals.

Our Certificate of Incorporation provides that we indemnify our officers and directors to the fullest extent permitted by the Delaware General Corporation Law for any personal liability in connection with their employment or service with us, subject to limited exceptions. While we maintain insurance for this type of liability, the liability could exceed the amount of the insurance coverage.

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. Additionally, we have stated that we may consider a larger acquisition, more than $1,000.0 in revenues, if certain criteria were met. In addition, you should read "Risk Factors," "Results for Reportable Segments and Other Operating Segments" included in this MD&A, and "Business" for an understanding of the risks, uncertainties and trends facing our businesses.

On February 16, 2012, we entered into a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate the repurchase of up to $350.0 of shares of our common stock, in accordance with a share repurchase program authorized by our Board of Directors. During the first half of 2012, 1.0 shares of our common stock were repurchased for $75.0. During December 2012, and following the completion of the sale of our Service Solutions business, we repurchased 2.6 shares of our common stock for $170.6, resulting in total repurchases for 2012 of $245.6. During January 2013, we completed the repurchases authorized under the trading plan.

The following is a summary of our primary contractual obligations as of December 31, 2012:

⁽¹⁾: Estimated minimum required pension funding 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), rate of compensation increases, and health care cost trend rates. The expected pension contributions for the U.S. plans in 2013 and thereafter reflect the minimum required contributions under the Pension Protection Act of 2006 and the Worker, Retiree, and Employer Recovery Act of 2008. These contributions do not reflect potential voluntary contributions, or additional contributions that may be required in connection with acquisitions, dispositions or related plan mergers. See Note 10 to our consolidated financial statements for additional information on expected future contributions and benefit payments.
⁽²⁾: Represents contractual commitments to purchase goods and services at specified dates.
⁽³⁾: Represents rental payments under operating leases with remaining non-cancelable terms in excess of one year.
⁽⁴⁾: 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. We believe that within the next 12 months it is reasonably possible that we could pay approximately $10.0 to $20.0 relating to uncertain tax positions, which includes an estimate for interest and penalties. In addition, the above table does not include potential payments under our derivative financial instruments.

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 consolidated financial statements, which include a detailed discussion of these and other accounting policies.

Certain of our businesses, primarily within the Flow Technology and Thermal Equipment and Services reportable segments, recognize revenues and profits from long-term 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. In 2012, 2011 and 2010, we recognized $1,594.7, $1,457.5 and $1,319.0 of revenues under the percentage-of-completion method, respectively.

We record any provision for 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 similar enough to other contracts so that we can effectively leverage our experience. As our long-term contracts generally range from nine 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 include, but are not limited to, the following:

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 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 determinable.

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:

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 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.

In connection with our annual goodwill testing during the fourth quarter of 2011, we estimated that the fair value of our Cooling reporting unit was approximately 5% higher than the carrying value of its net assets as its projected, near-term cash flows were being negatively impacted by the challenging conditions within the power generation end-markets in which the business participates. During the first three quarters of 2012, orders and operating results remained below historical levels. Despite an improvement in order levels and profitability during the fourth quarter of 2012, our current cash flow estimates for the business, based on the related 2013 operating plan that was completed by the end of 2012, as well as other market related data, indicate that the current estimated fair value of the business is below the carrying value of its net assets. As a result, we estimated the implied fair value Cooling's goodwill, which resulted in an impairment charge related to such goodwill of $270.4. The impairment charge of $270.4 is composed of (i) a $125.8 difference between the estimated fair value of Cooling compared to the carrying value of its net assets and (ii) an allocation to certain tangible and intangible assets of $144.6 for the estimated increases in fair value for these assets solely for purposes of applying the impairment provisions of the Intangible — Goodwill and Other Topic of the Codification. After the impairment charge, goodwill for the Cooling reporting unit totaled $82.9 as of December 31, 2012. The estimated fair value for each of our other reporting units with goodwill, except for Clyde Union, exceeded the carrying value of their respective net assets by at least 20.0%. The estimated fair value of Clyde Union exceeded the carrying value of its net assets by approximately 2.0%, while the total goodwill for Clyde Union was $381.7 at December 31, 2012. A change in any of the assumptions used in testing Clyde Union's goodwill for impairment (e.g., projected revenue and profit growth rates, discount rate, expected control premium, etc.) could result in Clyde Union's estimated fair value being less than the carrying value of its net assets. For example, a one-hundred basis point increase in the discount rate used in determining Clyde Union's discounted cash flows would result in Clyde Union's fair value being approximately $66.0 lower than the carrying value of its net assets. If Clyde Union is unable to achieve the financial forecasts included in its 2012 annual goodwill impairment analysis, we may be required to record an impairment charge in a future period related to Clyde Union's goodwill.

In addition to the goodwill impairment charge of $270.4, we also recorded an impairment charge of $11.0 in 2012 related to certain long-term assets of our Cooling reporting unit. Lastly, we recorded impairment charges of $4.5 in 2012 related to trademarks for two other businesses within our Thermal Equipment and Services reportable segment.

Defined benefit plans cover a portion of our salaried and hourly paid employees, including certain employees in foreign countries. Additionally, domestic postretirement plans provide health and life insurance benefits for certain retirees and their

dependents. The costs and obligations associated with these plans are calculated based on actuarial valuations. The critical assumptions used in determining these obligations and related expenses are discount rates, the expected long-term rate of return on plan assets and healthcare cost projections. These critical assumptions are determined based on company data and appropriate market indicators, and are evaluated at least annually by us in consultation with outside actuaries and investment advisors. Other assumptions involving demographic factors such as retirement patterns, mortality, turnover and the rate of compensation increases are evaluated periodically and are updated to reflect our experience and expectations for the future. While management believes that the assumptions used are appropriate, actual results may differ.

To determine the expected long-term rate of return on pension plan assets, we consider the current and expected asset allocations, as well as historical and expected returns on various categories of plan assets. A lower expected rate of return on plan assets would increase pension expense. Our domestic qualified pension plans accounted for approximately 80% of our total projected benefit obligations at December 31, 2012. A 50 basis point change in the expected long-term rate of return for our domestic qualified pension plans would impact our estimated 2013 pension expense by approximately $4.3. Our pension plans have not experienced any significant impact on liquidity or counterparty exposure due to the volatility in the credit markets. Our domestic pension funds experienced a positive return on assets of approximately 13.0% in 2012.

The discount rate enables us to state expected future cash flows 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. A 50 basis point change in the discount rate for our domestic plans would impact our estimated 2013 pension expense by approximately $1.2.

The trend in healthcare costs is difficult to estimate, and it has an important effect on postretirement liabilities. The 2012 healthcare cost trend rate, which is the weighted-average annual projected rate of increase in the per capita cost of covered benefits, was 7.13%. This rate is assumed to decrease to 5.0% by 2019 and then remain at that level. A one-percentage point increase in the healthcare cost trend rate would increase our estimated 2013 postretirement expense by $0.4.

In 2010, an increase in the number of inactive participants in one of our domestic pension plans resulted in almost all of the plan participants being inactive. Accordingly, in 2011, we began amortizing the unrecognized gains (losses) over the average remaining life expectancy of the inactive participants as opposed to the average remaining service period of the participants. This change reduced our pension expense by approximately $20.0 in 2011.

See Note 10 to our consolidated financial statements for further information on our pension and postretirement benefit plans.

We record our income taxes based on the Income Taxes Topic of the Codification, which includes an estimate of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns.

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 the realizability of deferred tax assets and the adequacy of deferred tax liabilities, including the results of local, state, federal or foreign statutory 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 during the carryforward period are significantly reduced or alternative tax strategies are no longer viable.

The amount of income tax that we pay annually is dependent on various factors, including the timing of certain deductions and ongoing audits by federal, state and foreign tax authorities, which may result in proposed adjustments. We perform reviews of our income tax positions on a quarterly basis and accrue for potential uncertain tax positions. Accruals for these uncertain tax positions are recorded based on an expectation as to the timing of when the matter will be resolved. As events change or resolution occurs, these accruals are adjusted, 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 11 to our consolidated financial statements for additional details regarding our uncertain tax positions.

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. Additionally, we may become subject to significant claims of which we are unaware currently, or the claims of which we are aware may result in us incurring a significantly greater liability than we anticipate. This may also be true in connection with past or future acquisitions. While we maintain property, cargo, auto, product, general liability, environmental, and directors' and officers' liability insurance and have acquired rights under similar policies in connection with acquisitions that we believe cover a portion of these claims, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures. Also, while we believe we are entitled to indemnification from third parties for some of these claims, these rights may be insufficient or unavailable to protect us against potential loss exposures. We believe, however, that our accruals related to these items are sufficient and that these items and our rights to available insurance and indemnity will be resolved without a material adverse effect, individually or in the aggregate, on our financial position, results of operations and cash flows. These accruals totaled $548.6 (including $501.3 for risk management matters) and $558.3 (including $495.6 for risk management matters) at December 31, 2012 and 2011, respectively.

We had insurance recovery assets related to risk management matters of $430.6 and $428.9 at December 31, 2012 and 2011, respectively, included within our consolidated balance sheets.

We believe that we comply fully with applicable environmental requirements. We are currently involved in various investigatory and remedial actions at our facilities and at third-party waste disposal sites. It is our policy to accrue for estimated losses from legal actions or claims when events exist that make the realization of the losses or expenses probable and they can be reasonably estimated. Our environmental accruals cover anticipated costs, including investigation, remediation, and operation and maintenance of clean-up sites. Accordingly, our estimates may change based on future developments, including new or changes in existing environmental laws or policies, differences in costs required to complete anticipated actions from estimates provided, future findings of investigation or remediation actions, or alteration to the expected remediation plans. We expense costs incurred to investigate and remediate environmental issues unless they extend the economic useful life of related assets. We record liabilities and report expenses when it is probable that an obligation has been incurred and the amounts can be reasonably estimated. Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties. It is our policy to realize a change in estimates once it becomes probable and can be reasonably estimated. In determining our accruals, we generally do not discount environmental accruals and do not discount other legal accruals and do not reduce them by anticipated insurance, litigation and other recoveries. We do take into account third-party indemnification from financially viable parties in determining our accruals where there is no dispute regarding the right to indemnification.

We are self-insured for certain of our workers' compensation, automobile, product and general liability, disability and health costs, and we believe that we maintain adequate accruals to cover our retained liability. Our accruals for self-insurance liabilities are determined by us, are based on claims filed and an estimate of claims incurred but not yet reported, and generally are not discounted. We consider a number of factors, including third-party actuarial valuations, when making these determinations. We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts; however, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures. The key assumptions considered in estimating the ultimate cost to settle reported claims and the estimated costs associated with incurred but not yet reported claims include, among other things, our historical and industry claims experience, trends in health care and administrative costs, our current and future risk management programs, and historical lag studies with regard to the timing between when a claim is incurred versus when it is reported.

See Note 3 to our consolidated financial statements for a discussion of recent accounting pronouncements. There are no recent accounting pronouncements that we believe will have a material impact on our financial condition or results of operations in future periods.

We are exposed to market risk related to changes in interest rates, foreign currency exchange rates and commodity raw material prices, and we selectively use financial instruments to manage these risks. We do not enter into financial instruments for speculative or trading purposes; however, these instruments may become speculative if the future cash flows originally hedged are no longer probable of occurring as anticipated. Our currency exposures vary, but are primarily concentrated in the Euro, Chinese Yuan, South African Rand and British Pound. We generally do not hedge currency translation exposures. Our exposures for commodity raw materials vary, with the highest concentration relating to steel, copper and oil. See Note 13 to our consolidated financial statements for further details.

The following table provides information, as of December 31, 2012, about our primary outstanding debt obligations and presents principal cash flows by expected maturity dates, weighted-average interest rates and fair values.

We believe that current cash and equivalents, cash flows from operations and availability under revolving credit facilities will be sufficient to fund working capital needs, planned capital expenditures, equity repurchases, dividend payments, other operational cash requirements and required debt service obligations for the foreseeable future.

We had FX forward contracts with an aggregate notional amount of $107.3 outstanding as of December 31, 2012, with scheduled maturities of $102.0 and $5.3 in 2013 and 2014, respectively. The fair value of our open contracts was a net liability of $0.2, with $0.2 recorded as a current asset and $0.4 recorded as a current liability. We had FX embedded derivatives with an aggregate notional amount of $96.3 outstanding at December 31, 2012, with scheduled maturities of $77.4, $11.4 and $7.5 in 2013, 2014 and 2015, respectively. The fair value of the associated embedded derivatives was a net liability of $10.4, with $0.3 recorded as a current asset, $0.9 recorded as a current liability and $9.8 recorded as a noncurrent liability as of December 31, 2012.

We had commodity contracts with an unrealized gain, net of tax, recorded in accumulated other comprehensive income of $0.1 at December 31, 2012. We expect to reclassify the 2012 unrealized gain to cost of products sold over the next 12 months as the hedged transactions impact earnings. The fair value of these contracts was $0.2 (recorded as a current asset) as of December 31, 2012.

SPX Corporation and Subsidiaries
Index To Consolidated Financial Statements
December 31, 2012

All schedules are omitted because they are not applicable, not required or because the required information is included in our consolidated financial statements or notes thereto.

We have audited the accompanying Consolidated Balance Sheets of SPX Corporation and subsidiaries (the "Company") as of December 31, 2012 and 2011, and the related Consolidated Statements of Operations, Comprehensive Income, Equity, and Cash Flows for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the consolidated financial statements of EGS Electrical Group, LLC and subsidiaries ("EGS") for the fiscal years ended September 30, 2012, 2011 and 2010, the Company's investment that is accounted for by use of the equity method (see Note 9 to the Company's consolidated financial statements). The Company's equity in income of EGS for the fiscal years ended September 30, 2012, 2011 and 2010 was $39.0 million, $28.7 million and $28.8 million, respectively. The consolidated financial statements of EGS were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for EGS, is based solely on the report of the other auditors.

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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 and the report of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, such consolidated financial statements present fairly, in all material respects, the financial position of SPX Corporation and subsidiaries at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2013 expressed an unqualified opinion on the Company's internal control over financial reporting based on our audit.

SPX Corporation and Subsidiaries
Consolidated Statements of Operations
(in millions, except per share amounts)

	Year ended December 31,

	2012			2011			2010
Revenues	$	5,100.2		$	4,536.9		$	4,098.8
Costs and expenses:
Cost of products sold		3,725.2			3,262.2			2,867.2
Selling, general and administrative		1,020.9			911.3			858.2
Intangible amortization		35.1			23.3			20.7
Impairment of goodwill and other long-term assets		285.9			28.3			1.7
Special charges, net		24.1			25.3			30.7

Operating income		9.0			286.5			320.3
Other income (expense), net		14.0			(53.6	)		(19.7	)
Interest expense		(114.4	)		(97.0	)		(86.9	)
Interest income		6.3			5.6			5.3
Loss on early extinguishment of interest rate protection agreements and term loan		—			—			(25.6	)
Equity earnings in joint ventures		38.6			28.4			30.2

Income (loss) from continuing operations before income taxes		(46.5	)		169.9			223.6
Income tax provision		(31.9	)		(14.3	)		(45.6	)

Income (loss) from continuing operations		(78.4	)		155.6			178.0

Income from discontinued operations, net of tax		27.0			29.7			13.1
Gain on disposition of discontinued operations, net of tax		313.4			0.3			11.7

Income from discontinued operations, net of tax		340.4			30.0			24.8

Net income		262.0			185.6			202.8
Less: Net income (loss) attributable to noncontrolling interests		2.8			5.0			(2.8	)

Net income attributable to SPX Corporation common shareholders	$	259.2		$	180.6		$	205.6

Amounts attributable to SPX Corporation common shareholders:
Income (loss) from continuing operations, net of tax	$	(81.2	)	$	150.6		$	180.8
Income from discontinued operations, net of tax		340.4			30.0			24.8

Net income	$	259.2		$	180.6		$	205.6

Basic income (loss) per share of common stock:
Income (loss) from continuing operations attributable to SPX Corporation common shareholders	$	(1.62	)	$	2.98		$	3.64
Income from discontinued operations attributable to SPX Corporation common shareholders		6.80			0.60			0.50

Net income per share attributable to SPX Corporation common shareholders	$	5.18		$	3.58		$	4.14

Weighted-average number of common shares outstanding — basic		50.031			50.499			49.718
Diluted income (loss) per share of common stock:
Income (loss) from continuing operations attributable to SPX Corporation common shareholder	$	(1.62	)	$	2.96		$	3.59
Income from discontinued operations attributable to SPX Corporation common shareholders		6.80			0.58			0.49

Net income per share attributable to SPX Corporation common shareholders	$	5.18		$	3.54		$	4.08

Weighted-average number of common shares outstanding — diluted		50.031			50.946			50.347

SPX Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
(in millions)

	Year ended December 31,

	2012			2011			2010
Net income	$	262.0		$	185.6		$	202.8

Other comprehensive income (loss), net:
Pension liability adjustment, net of tax (provision) benefit of $44.2, $7.7 and $(1.4) in 2012, 2011 and 2010, respectively		(80.3	)		(21.7	)		28.9
Net unrealized gain (loss) on qualifying cash flow hedges, net of tax (provision) benefit of $(0.4), $0.7 and $(10.8) in 2012, 2011 and 2010, respectively		1.1			(1.1	)		17.4
Net unrealized gain (loss) on available-for-sale securities		(1.6	)		(7.6	)		6.1
Foreign currency translation adjustments		99.0			(23.6	)		(31.1	)

Other comprehensive income (loss), net		18.2			(54.0	)		21.3

Total comprehensive income		280.2			131.6			224.1
Less: Total comprehensive income (loss) attributable to noncontrolling interests		3.4			4.9			(2.5	)

Total comprehensive income attributable to SPX Corporation common shareholders	$	276.8		$	126.7		$	226.6

SPX Corporation and Subsidiaries
Consolidated Balance Sheets
(in millions, except share data)

	December 31, 2012			December 31, 2011

ASSETS
Current assets:
Cash and equivalents	$	984.1		$	551.0
Accounts receivable, net		1,333.0			1,221.2
Inventories		555.6			587.2
Other current assets		149.9			131.8
Deferred income taxes		92.4			66.2
Assets of discontinued operations		—			731.6

Total current assets		3,115.0			3,289.0
Property, plant and equipment:
Land		45.4			48.4
Buildings and leasehold improvements		404.9			302.7
Machinery and equipment		806.9			774.5

		1,257.2			1,125.6
Accumulated depreciation		(512.2	)		(476.1	)

Property, plant and equipment, net		745.0			649.5
Goodwill		1,574.0			1,772.1
Intangibles, net		962.4			972.1
Other assets		733.7			709.1

TOTAL ASSETS	$	7,130.1		$	7,391.8

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	571.4		$	640.8
Accrued expenses		996.6			977.3
Income taxes payable		126.5			26.7
Short-term debt		33.4			71.3
Current maturities of long-term debt		8.7			4.2
Liabilities of discontinued operations		—			241.7

Total current liabilities		1,736.6			1,962.0
Long-term debt		1,649.9			1,925.6
Deferred and other income taxes		251.1			131.1
Other long-term liabilities		1,212.5			1,135.8

Total long-term liabilities		3,113.5			3,192.5
Commitments and contingent liabilities (Note 14)
Equity:
SPX Corporation shareholders' equity
Common stock (99,453,784 and 48,303,707 issued and outstanding at December 31, 2012, respectively, and 98,702,606 and 51,073,419 issued and outstanding at December 31, 2011, respectively)		998.9			993.6
Paid-in capital		1,553.7			1,502.2
Retained earnings		2,696.6			2,488.3
Accumulated other comprehensive loss		(228.9	)		(246.5	)
Common stock in treasury (51,150,077 and 47,629,187 shares at December 31, 2012 and 2011, respectively)		(2,751.6	)		(2,510.3	)

Total SPX Corporation shareholders' equity		2,268.7			2,227.3
Noncontrolling interests		11.3			10.0

Total equity		2,280.0			2,237.3

TOTAL LIABILITIES AND EQUITY	$	7,130.1		$	7,391.8

SPX Corporation and Subsidiaries
Consolidated Statements of Equity
(in millions, except per share amounts)

	Common Stock		Paid-In Capital			Retained Earnings			Accum. Other Comprehensive Income (Loss)			Common Stock In Treasury			SPX Corporation Shareholders' Equity			Noncontrolling Interests			Total Equity

Balance at December 31, 2009	$	979.0	$	1,425.7		$	2,203.0		$	(213.6	)	$	(2,523.3	)	$	1,870.8		$	10.7		$	1,881.5
Net income (loss)		—		—			205.6			—			—			205.6			(2.8	)		202.8
Other comprehensive income		—		—			—			21.0			—			21.0			0.3			21.3
Dividends declared ($1.00 per share)		—		—			(50.0	)		—			—			(50.0	)		—			(50.0	)
Exercise of stock options and other incentive plan activity, including related tax benefit of $3.2		5.1		26.3			—			—			—			31.4			—			31.4
Amortization of restricted stock and restricted stock unit grants (includes $1.2 related to discontinued operations)		—		31.1			—			—			—			31.1			—			31.1
Restricted stock and restricted stock unit vesting, net of tax withholdings		2.6		(22.0	)		—			—			7.2			(12.2	)		—			(12.2	)
Dividends attributable to noncontrolling interests		—		—			—			—			—			—			(2.6	)		(2.6	)
Other charges in noncontrolling interest		—		—			—			—			—			—			0.7			0.7

Balance at December 31, 2010		986.7		1,461.1			2,358.6			(192.6	)		(2,516.1	)		2,097.7			6.3			2,104.0
Net income		—		—			180.6			—			—			180.6			5.0			185.6
Other comprehensive loss		—		—			—			(53.9	)		—			(53.9	)		(0.1	)		(54.0	)
Dividends declared ($1.00 per share)		—		—			(50.9	)		—			—			(50.9	)		—			(50.9	)
Exercise of stock options and other incentive plan activity, including related tax benefit of $1.1		4.3		24.7			—			—			—			29.0			—			29.0
Amortization of restricted stock and restricted stock unit grants (includes $2.2 related to discontinued operations)		—		41.4			—			—			—			41.4			—			41.4
Restricted stock and restricted stock unit vesting, net of tax withholdings		2.6		(25.0	)		—			—			5.8			(16.6	)		—			(16.6	)
Dividends attributable to noncontrolling interests		—		—			—			—			—			—			(4.1	)		(4.1	)
Other changes in noncontrolling interests		—		—			—			—			—			—			2.9			2.9

Balance at December 31, 2011		993.6		1,502.2			2,488.3			(246.5	)		(2,510.3	)		2,227.3			10.0			2,237.3
Net income		—		—			259.2			—			—			259.2			2.8			262.0
Other comprehensive income		—		—			—			17.6			—			17.6			0.6			18.2
Dividends declared ($1.00 per share)		—		—			(50.9	)		—			—			(50.9	)		—			(50.9	)
Exercise of stock options and other incentive plan activity, including related tax benefit of $0.5		4.4		21.1			—			—			—			25.5			—			25.5
Amortization of restricted stock and restricted stock unit grants (includes $1.0 related to discontinued operations)		—		40.4			—			—			—			40.4			—			40.4
Restricted stock and restricted stock unit vesting, net of tax withholdings		0.9		(10.0	)		—			—			4.3			(4.8	)		—			(4.8	)
Purchases of common stock		—		—			—			—			(245.6	)		(245.6	)		—			(245.6	)
Dividends attributable to noncontrolling
interests		—		—			—			—			—			—			(0.7	)		(0.7	)
Other changes in noncontrolling interests		—		—			—			—			—			—			(1.4	)		(1.4	)

Balance at December 31, 2012	$	998.9	$	1,553.7		$	2,696.6		$	(228.9	)	$	(2,751.6	)	$	2,268.7		$	11.3		$	2,280.0

SPX Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(in millions)

	Year Ended December 31,

	2012			2011			2010
Cash flows from operating activities:
Net income	$	262.0		$	185.6		$	202.8
Less: Income from discontinued operations, net of tax		340.4			30.0			24.8

Income (loss) from continuing operations		(78.4	)		155.6			178.0
Adjustments to reconcile income (loss) from continuing operations to net cash from operating activities
Special charges, net		24.1			25.3			30.7
Gain on sale of a business		(20.5	)		—			—
Impairment of goodwill and other long-term assets		285.9			28.3			1.7
Loss on early extinguishment of interest rate protection agreements and term loan		—			—			25.6
Deferred and other income taxes		11.0			(35.7	)		61.6
Depreciation and amortization		111.8			87.7			81.9
Pension and other employee benefits		58.3			56.5			68.4
Stock-based compensation		39.4			39.2			29.9
Other, net		8.4			9.0			14.7
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures
Accounts receivable and other assets		(211.6	)		(14.5	)		(167.1	)
Inventories		73.2			(73.2	)		19.1
Accounts payable, accrued expenses and other		(196.8	)		(2.3	)		(106.5	)
Cash spending on restructuring actions		(20.1	)		(23.4	)		(19.9	)

Net cash from continuing operations		84.7			252.5			218.1
Net cash from (used in) discontinued operations		(14.9	)		70.1			35.5

Net cash from operating activities		69.8			322.6			253.6
Cash flows from (used in) investing activities:
Proceeds from asset sales and other		19.1			1.1			9.6
(Increase) decrease in restricted cash		1.9			(0.4	)		3.2
Business acquisitions and other investments, net of cash acquired		(34.3	)		(747.5	)		(114.8	)
Capital expenditures		(84.3	)		(147.0	)		(70.9	)

Net cash used in continuing operations		(97.6	)		(893.8	)		(172.9	)
Net cash from (used in) discontinued operations (includes net cash proceeds from dispositions of $1,133.4 and $10.1 in 2012 and 2010, respectively)		1,128.3			(50.5	)		(10.2	)

Net cash from (used in) investing activities		1,030.7			(944.3	)		(183.1	)
Cash flows from (used in) financing activities:
Borrowings under senior credit facilities		1,065.0			1,881.1			164.0
Repayments under senior credit facilities		(1,421.9	)		(1,050.0	)		(825.5	)
Borrowings under senior notes		—			—			600.0
Repayments of senior notes		—			(49.5	)		—
Borrowing under trade receivables agreement		127.3			118.0			90.0
Repayments under trade receivables agreement		(127.3	)		(118.0	)		(112.0	)
Net borrowings (repayments) under other financing arrangements		(8.6	)		2.8			—
Purchases of common stock		(245.6	)		—			—
Proceeds from the exercise of employee stock options and other, net of minimum withholdings paid on behalf of employees for net share settlements		5.3			0.1			3.5
Dividends paid (includes noncontrolling interest distributions of $0.7, $4.1 and $2.6 in 2012, 2011 and 2010, respectively)		(63.6	)		(53.4	)		(52.3	)
Financing fees paid		(0.2	)		(17.2	)		(13.0	)

Net cash from (used in) continuing operations		(669.6	)		713.9			(145.3	)
Net cash used in discontinued operations		—			—			(1.7	)

Net cash from (used in) financing activities		(669.6	)		713.9			(147.0	)

Change in cash and equivalents due to changes in foreign currency exchange rates		2.2			3.4			9.0
Net change in cash and equivalents		433.1			95.6			(67.5	)
Consolidated cash and equivalents, beginning of period		551.0			455.4			522.9

Consolidated cash and equivalents, end of period	$	984.1		$	551.0		$	455.4

Cash and equivalents of continuing operations	$	984.1		$	551.0		$	455.4
Supplemental disclosure of cash flow information:
Interest paid	$	102.0		$	90.1		$	73.9
Income taxes paid, net of refunds of $10.3, $54.7 and $25.9 in 2012, 2011 and 2010, respectively	$	59.3		$	—		$	30.0
Non-cash investing and financing activity:
Debt assumed	$	61.5		$	19.9		$	3.9

Notes to Consolidated Financial Statements
December 31, 2012
(in millions, except per share data)

Our significant accounting policies are described below, as well as in other Notes that follow.

Basis of Presentation — The consolidated financial statements include SPX Corporation's ("our" or "we") accounts prepared in conformity with accounting principles generally accepted in the United States ("GAAP") after the elimination of intercompany transactions. 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 the obligation to absorb losses or the right to receive benefits of the entity that could potentially be significant to the VIE. We do have interests in VIEs, primarily joint ventures, in which we are the primary beneficiary and others in which we are not. Our VIEs are considered immaterial, individually and in aggregate, to our consolidated financial statements.

Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 4 for information on discontinued operations).

Foreign Currency Translation — 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 shareholders' equity and other comprehensive income (loss). Foreign currency transaction gains and losses are included in "Other income (expense), net," with the related net losses totaling $12.4, $41.4 and $27.5, in 2012, 2011 and 2010, 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 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 deferred and recognized on a straight-line basis over the agreement period. Sales with FOB destination terms are primarily to power transformer industry customers. 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. Amounts billed for shipping and handling are included in revenues. Costs incurred for shipping and handling are recorded in cost of products sold. 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 hardware and software components, installation, maintenance, extended warranties and software upgrades. 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. The hardware and software components are usually recognized as revenue contemporaneously, as both are required for essential functionality of the products, with the installation being recognized upon completion. Revenues related to maintenance, extended warranties and software upgrades are deferred and recognized on a pro-rata basis over the coverage period.

We offer sales incentive programs primarily to effect volume rebates and promotional and advertising allowances. These programs are only significant to one of our business units. 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. 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 consolidated statements of operations.

Certain of our businesses, primarily within the Flow Technology and Thermal Equipment and Services reportable segments, recognize revenues 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 also recognize revenues for similar short-term contracts using the completed-contract method of accounting.

Notes to Consolidated Financial Statements
December 31, 2012
(in millions, except per share data)

Provisions for estimated losses, if any, 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 possible that completion costs, including those arising from contract penalty provisions and final contract settlements, may 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. In the event we incur litigation costs in connection with claims, such litigation 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 $1,594.7, $1,457.5 and $1,319.0 in revenues under the percentage-of-completion method for the years ended December 31, 2012, 2011 and 2010, respectively. Costs and estimated earnings on uncompleted contracts, from their inception, and related amounts billed as of December 31, 2012 and 2011 were as follows:

These amounts are included in the accompanying consolidated balance sheets at December 31, 2012 and 2011 as shown below. Amounts for billed retainages and receivables to be collected in excess of one year are not significant for the periods presented.

Research and Development Costs — We expense research and development costs as incurred. We charge costs incurred in the research and development of new software included in products to expense until technological feasibility is established. After technological feasibility is established, additional eligible costs are capitalized until the product is available for general release. We amortize these costs over the economic life of the related products and include the amortization in cost of products sold. We perform periodic reviews of the recoverability of these capitalized software costs. At the time we determine that capitalized amounts are not recoverable based on the estimated cash flows to be generated from the applicable software, we write off any unrecoverable capitalized amounts. We expensed research activities relating to the development and improvement of our products of $53.4, $52.7 and $47.2 in 2012, 2011 and 2010, respectively.

Notes to Consolidated Financial Statements
December 31, 2012
(in millions, except per share data)

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 40.0 years for buildings and range from 3.0 to 15.0 years for machinery and equipment. Depreciation expense was $76.0, $64.3 and $62.4 for the years ended December 31, 2012, 2011 and 2010, respectively. Leasehold improvements are amortized over the life of the related asset or the life of the lease, whichever is shorter. Interest is capitalized on significant construction or installation projects. Interest capitalized during 2012, 2011 and 2010 totaled $0.5, $1.3 and $3.9, respectively.

Income Taxes — We account for our income taxes based on the requirements of the Income Taxes Topic of the Codification, which includes an estimate of the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. 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 the realizability of deferred tax assets 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 ("FX forward contracts") to manage our exposures to fluctuating currency exchange rates, and forward contracts to manage the exposure on forecasted purchases of commodity raw materials ("commodity contracts") to manage our exposures to fluctuation in certain raw material costs. We have used interest rate protection agreements ("Swaps") to manage our exposures to fluctuating interest rate risk on variable rate debt. 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 other comprehensive income/loss 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 13 and 16 for further information.

The preparation of our consolidated 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 consolidated 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 consolidated financial statements and related notes.

Listed below are certain significant estimates and assumptions used in the preparation of our consolidated 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

Notes to Consolidated Financial Statements
December 31, 2012
(in millions, except per share data)

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.

Inventory — We estimate losses for excess and/or obsolete inventory and the net realizable value of inventory based on the aging of the inventory and the evaluation of the likelihood of recovering the inventory costs based on anticipated demand and selling price.

Impairment of Long-Lived 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 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 to determine if a write-down is appropriate. 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.

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 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. 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 improvement 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 2012, 2011 and 2010.

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, 2012 and 2011.

Notes to Consolidated Financial Statements
December 31, 2012
(in millions, except per share data)

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 life of related assets. We record liabilities and report expenses 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 parties. We generally do not discount environmental obligations or reduce them by anticipated insurance recoveries.

Self-Insurance — We are self-insured for certain of our workers' compensation, automobile, product, general liability, disability and health costs, and we maintain adequate accruals to cover our retained liabilities. Our accruals for self-insurance liabilities are based on claims filed and an estimate of claims incurred but not yet reported, and generally are not discounted. We consider a number of factors, including third-party actuarial valuations, when making these determinations. We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts; however, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures. The key assumptions considered in estimating the ultimate cost to settle reported claims and the estimated costs associated with incurred but not yet reported claims include, among other things, our historical and industry claims experience, trends in health care and administrative costs, our current and future risk management programs, and historical lag studies with regard to the timing between when a claim is incurred and reported.

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, 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:

Income Taxes — We perform reviews of 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 consolidated balance sheets based on an expectation as to the timing of when the matter will be resolved. As events change or resolution occurs, these accruals are adjusted, such as in the case of audit settlements with taxing authorities. 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, we establish a valuation allowance against it. 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.

Employee Benefit Plans — Defined benefit plans cover a portion of our salaried and hourly employees, including certain employees in foreign countries. We derive pension expense from an actuarial calculation based on the defined benefit plans' provisions and our assumptions regarding discount rate, rate of increase in compensation levels and expected long-term rate

Notes to Consolidated Financial Statements
December 31, 2012
(in millions, except per share data)

of return on plan assets. We determine the expected long-term rate of return on plan assets based upon historical actual asset returns and the expectations of asset returns over the expected period to fund participant benefits based on the current investment mix of our plans. When determining the market-related value of plan assets, changes in the market value of all plan assets are amortized over five years rather than recognizing the changes immediately. As a result, the value of plan assets that is used to calculate the expected return on plan assets differs from the current fair value of the plan assets. We determine the discount rate by matching the expected projected benefit obligation cash flows for each of the plans to a yield curve that is representative of long-term, high-quality (rated AA or higher) fixed income debt instruments as of the measurement date. The rate of increase in compensation levels is established based on our expectations of current and foreseeable future increases in compensation. We also consult with independent actuaries in determining these assumptions. See Note 10 to the consolidated financial statements for more information.

The following is a summary of new accounting pronouncements that apply or may apply to our business.

In September 2009, the Financial Accounting Standards Board ("FASB") issued guidance with the objective of amending revenue recognition for arrangements with multiple deliverables. The guidance eliminates one previous revenue recognition criterion so that objective and reliable evidence of fair value for undelivered item(s), in a multiple element deliverable arrangement in which the delivered item or items are considered a separate unit or units, is no longer required. The guidance also determines a hierarchy for an entity to use when estimating the selling price of deliverables that meet the other two conditions for separation as follows: (1) vendor-specific objective evidence of the selling price, (2) third-party evidence of the selling price, or (3) an estimate of the selling price. In addition, the term "selling price" replaces all references to fair value in the guidance. The guidance also has eliminated the residual allocation method and requires an entity to apply the relative selling price allocation method in all circumstances where there is an absence of objective and reliable evidence for the delivered item(s) in an arrangement. Lastly, the guidance requires enhanced disclosures about the judgments and assumptions used in evaluating arrangements. Entities may elect to apply this guidance (1) prospectively to new or materially modified arrangements after the effective date or (2) retrospectively for all periods presented. The guidance is effective for fiscal years beginning on or after June 15, 2010. We adopted this guidance on January 1, 2011 with no material impact on our consolidated financial statements.

In September 2009, the FASB issued an amendment to guidance related to revenue recognition for certain revenue arrangements that include software elements. The amendment was to the scope of prior guidance, such that all tangible products containing both software and non-software components that function together to deliver the product's essential functionality will no longer be within the scope of the Software Revenue Recognition Topic of the Codification. That is, the entire product (including the software deliverables and non-software deliverables) would be outside the scope of revenue recognition guidance specific to software and would be accounted for under other accounting literature. Lastly, the guidance requires enhanced disclosures about the judgments and assumptions used in evaluating arrangements. Entities may elect to apply this guidance (1) prospectively to new or materially modified arrangements after the effective date or (2) retrospectively for all periods presented. The guidance is effective for fiscal years beginning on or after June 15, 2010. We adopted this guidance on January 1, 2011 with no material impact on our consolidated financial statements.

In January 2010, the FASB issued an amendment to guidance related to fair value disclosures. The amendment adds new requirements for disclosures about (1) transfers in and out of Levels 1 and 2 fair value measurements in which a reporting entity should disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and the reasons for the transfers, and (2) the activity in Level 3 fair value measurements, including the reconciliation for fair value measurements using significant unobservable inputs in which an entity should present separately information about purchases, sales, issuances, and settlements. This amendment provides clarification of existing disclosures for (1) the level of disaggregation for fair value measurement disclosures for each class of assets and liabilities and (2) the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements required for Levels 2 or 3. Lastly, this update amends guidance on employers' disclosures about postretirement benefit plan assets to require that disclosures be provided by classes of assets instead of by major categories of assets. The disclosure requirements for significant transfers in and out of Levels 1 and 2 are effective for periods beginning on or after December 15, 2009. We adopted this guidance on January 1, 2010 with no material impact on our consolidated financial statements. The requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis is effective for fiscal years beginning after December 15, 2010. We adopted this guidance on January 1, 2011 with no material impact to our consolidated financial statements.

Notes to Consolidated Financial Statements
December 31, 2012
(in millions, except per share data)

In May 2011, the FASB issued guidance to develop a single, converged fair value framework, amend the requirements of fair value measurement and enhance related disclosure requirements, particularly for recurring Level 3 fair value measurements. This guidance clarifies the concepts of (i) the highest and best use and valuation premise for nonfinancial assets, (ii) application to financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risk, (iii) premiums or discounts in fair value measurements and (iv) fair value measurement of an instrument classified in a reporting entity's shareholders' equity. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2011, and must be applied prospectively. We adopted the guidance on January 1, 2012 with no material impact on our consolidated financial statements.

In June 2011, and amended in December 2011, the FASB issued guidance to revise the presentation of comprehensive income by requiring entities to report components of comprehensive income in either a single continuous statement of comprehensive income or two separate but consecutive statements. The single continuous statement of comprehensive income must include the components of net income, a total for net income, the components of other comprehensive income ("OCI"), a total for OCI, and a total for comprehensive income. The separate but consecutive statements must report components of net income and total net income in the statement of net income, which must be immediately followed by a statement of OCI that must include the components of OCI, a total for OCI, and a total for comprehensive income. Each method requires entities to display adjustments for items that are reclassified from OCI to net income in both net income and OCI. The guidance is effective for the first reporting period in fiscal years beginning after December 15, 2011 and must be applied retrospectively for all periods presented in the financial statements. We retrospectively applied this guidance for all periods presented within this Form 10-K, with no material impact on our consolidated financial statements.

In September 2011, the FASB issued an amendment to guidance related to testing goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test under Topic 350 of the Codification. If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. The amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We adopted the guidance for the year ended December 31, 2012, with no material impact on our consolidated financial statements.

In December 2011, the FASB issued an amendment to disclosure requirements related to offsetting, whereby entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. These disclosures assist users of financial statements in evaluating the effect or potential effect of netting arrangements on a company's financial position, including the effect or potential effect of rights of setoff associated with the recognized assets and recognized liabilities within the scope. The amendment applies to a) recognized financial and derivative instruments that are offset in accordance with either ASC 210-20 or ASC 815-10 and b) financial and derivative instruments and other transactions that are subject to an enforceable master netting arrangement or similar agreement that covers similar instruments and transactions. This amendment will be effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods, and shall be applied retrospectively for all comparative periods presented. We have not yet adopted this guidance and do not expect the adoption to have a material impact on our consolidated financial statements.

In July 2012, the FASB issued an amendment to guidance related 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, then 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 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. We have not yet adopted this guidance and do not expect the adoption to have a material impact on our consolidated financial statements.

(4) Acquisitions, Discontinued Operations and Formation of Shanghai Electric JV

We use acquisitions as a part of our strategy to gain access to customer relationships, new technology, expand our geographical reach, penetrate new markets and leverage our existing product, market, manufacturing and technical expertise.

Notes to Consolidated Financial Statements
December 31, 2012
(in millions, except per share data)

Further, as part of our operating strategy, we regularly review and negotiate potential divestitures, some of which are or may be material. As a result of this continuous review, we determined that certain of our businesses would be better strategic fits with other companies or investors. Acquisitions and divestitures for the years ended December 31, 2012, 2011 and 2010 are described below.

The consolidated statements of operations include the results of each acquired business since the date of acquisition. The assets acquired and liabilities assumed are recorded at estimates of fair values as determined by us based on information available at the acquisition date. We consider a number of factors, including third-party valuations or appraisals, when making these determinations. We will recognize additional assets or liabilities if new information is obtained during the measurement period about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period shall not exceed one year from the acquisition date. Refer to Note 8 for additional disclosure on the purchase price adjustments of the following acquisitions.

On December 22, 2011, our Flow Technology reportable segment completed the acquisition of Clyde Union, a global supplier of pump technologies utilized in oil and gas processing, power generation and other industrial applications for an initial payment of 500.0 British Pounds ("GBP"), less debt assumed and other adjustments of GBP 11.0. In addition, the purchase price includes a potential earn-out payment (equal to Annual 2012 Group EBITDA (as defined by the related agreement) × 10, less GBP 475.0). In no event shall the earn-out payment be less than GBP 0.0 or more than GBP 250.0. Although we are still in the process of completing the earn-out procedure as set forth in the purchase agreement, no liability for an earn-out payment has been provided in the accompanying consolidated balance sheets because, based on projected and actual operating results throughout the year, we have not expected, and do not expect, Clyde Union to achieve the required minimum Annual 2012 Group EBITDA.

We financed the acquisition with available cash and committed senior secured financing. See Note 12 to the consolidated financial statements for further details on the senior secured financing. The sellers of Clyde Union also contributed GBP 25.0 of cash to the acquired business at the time of sale.

The following is a summary of the recorded fair values of the assets acquired and liabilities assumed for Clyde Union at the date of acquistion, and reflects acquisition accounting adjustments recorded during 2012:

Notes to Consolidated Financial Statements
December 31, 2012
(in millions, except per share data)

The identifiable intangible assets acquired consist of trademarks, customer lists, customer relationships and technology of $76.8, $3.3, $234.4 and $60.1, respectively. The customer lists, customer relationships and technology assets are being amortized over 2.0, 30.0 and 27.0 years, respectively.

The qualitative factors that comprise the recorded goodwill include expected synergies from combining our existing and Clyde Union's operations, expected market growth for existing Clyde Union operations as well as other factors. We expect none of this goodwill to be deductible for income tax purposes.

We acquired gross receivables of $152.1, which had a fair value on acquisition date of $148.2 based on our estimates of cash flows expected to be recovered.

The following unaudited pro forma information presents our after-tax results of operations as if the acquisition of Clyde Union had taken place on January 1, 2010. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations that would have been reported had the acquisition been completed as of the dates presented, and should not be taken as representative of our future consolidated results of operations. The pro forma results include estimates and assumptions that management believes are reasonable; however, these results do not include any anticipated cost savings or expenses of the planned integration of Clyde Union. These pro forma results of operations have been prepared for comparative purposes only and include the following adjustments to historical results for the periods presented:

On October 31, 2011, in our Flow Technology reportable segment, we completed the acquisition of e&e Verfahrenstechnik GmbH ("e&e"), a supplier of extraction, evaporation, vacuum and freeze drying technologies to the global food and beverage, pharmaceutical and bioenergy industries for a purchase price of 11.7 Euros, net of cash assumed of 3.8 Euros, with an additional potential earn-out of 3.5 Euros. e&e had revenues of 15.3 Euros in the twelve months prior to the date of acquisition.

Notes to Consolidated Financial Statements
December 31, 2012
(in millions, except per share data)

In March 2011, in our Flow Technology reportable segment, we completed the acquisition of B.W. Murdoch Ltd. ("Murdoch"), an engineering company supplying processing solutions for the food and beverage industry, for a purchase price of $8.1. Murdoch had revenues of approximately $13.0 in the twelve months prior to the date of acquisition.

The pro forma effects of the acquisitions of e&e and Murdoch were not material, individually or in the aggregate, to our consolidated results of operations in any period.

In July 2010, in our Flow Technology reportable segment, we completed the acquisition of the Anhydro business ("Anhydro"), a global supplier of liquid concentration equipment, powder processing solutions, and dewatering plants and equipment, for a purchase price of $59.1, net of cash acquired of $10.9. Anhydro had revenues of approximately $71.0 in the twelve months prior to the date of acquisition.

In April 2010, in Industrial Products and Services, we completed the acquisition of Torque Tension Systems Ltd. ("TTS"), a global supplier of hydraulic torque wrench and tensioner tool products, for a purchase price of $15.7, net of cash acquired of $2.4. TTS had revenues of approximately $9.0 in the twelve months prior to the date of acquisition.

In February 2010, in our Flow Technology reportable segment, we completed the acquisition of Gerstenberg Schröder A/S ("Gerstenberg"), a designer, manufacturer, installer and servicer of processing systems and components serving the global food industry, for a purchase price of $30.9, net of cash acquired of $3.5 and including debt assumed of $3.9. Gerstenberg had revenues of approximately $57.0 in the twelve months prior to the date of acquisition.

The pro forma effects of the acquisitions of Anhydro, TTS and Gerstenberg were not material, individually or in the aggregate, to our consolidated results of operations in any period.

We report businesses or asset groups as discontinued operations when, among other things, we commit to a plan to divest the business or asset group, actively begin marketing the business or asset group, and when the sale of the business or asset group is deemed probable within the next twelve months. The following businesses, which have been sold, met these requirements, and therefore have been reported as discontinued operations for the periods presented.

Tianyu — Sold for cash consideration of one RMB (exclusive of cash transferred with the business of $1.1), resulting in a loss, net of taxes, of $1.8 during 2012.

Weil McLain Shandong — Sold for cash consideration of $2.7 (exclusive of cash transferred with the business of $3.1), resulting in gain, net of taxes, of $2.2 during 2012.

Service Solutions — Sold to Robert Bosch GmbH for cash consideration of $1,134.9, resulting in a gain, net of taxes, of $313.4 during 2012.

PSD — Sold for cash consideration of $3.0, resulting in a gain, net of taxes, of $3.6 during 2010.

In addition to the businesses discussed above, we recognized net gains (losses) of $(0.4), $0.4 and $2.7 during 2012, 2011 and 2010, respectively, resulting from adjustments to gains/losses on businesses that we sold (and included in discontinued operations) prior to 2010.

Notes to Consolidated Financial Statements
December 31, 2012
(in millions, except per share data)

For 2012, 2011 and 2010, income from discontinued operations and the related income taxes are shown below:


(Mark One)
ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2012, or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from to .

Title of Each Class		Name of Each Exchange on Which Registered

Common Stock, Par Value $10.00		New York Stock Exchange


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

Business

TPS Tianyu Equipment Co., Ltd. ("Tianyu")	Q4 2012	Q4 2012
Weil-McLain (Shandong) Cast-Iron-Boiler Co., Ltd. ("Weil-McLain Shandong")	Q4 2012	Q4 2012
SPX Service Solutions ("Service Solutions")	Q1 2012	Q4 2012
Cooling Spain Packaging business ("Cooling Spain")	Q4 2010	Q4 2010
P.S.D., Inc. ("PSD")	Q2 2009	Q1 2010

	High		Low		Dividends per Share

2012
4^th Quarter	$	71.62	$	60.61	$	0.25
3^rd Quarter		70.43		56.31		0.25
2^nd Quarter		79.42		61.88		0.25
1^st Quarter		79.00		61.23		0.25


Delaware (State or Other Jurisdiction of Incorporation or Organization)		38-1016240 (I.R.S. Employer Identification No.)

				Approximate Square Footage

		No. of Facilities		Approximate Square Footage
	Location	No. of Facilities		Owned		Leased
				(in millions)
Flow Technology reportable segment	11 states and 22 foreign countries		72		3.6		2.5
Thermal Equipment and Services reportable segment	12 states and 7 foreign countries		35		3.5		2.3
Industrial Products and Services	11 states and 5 foreign countries		26		1.5		0.6

Total			133		8.6		5.4

	High		Low		Dividends per Share

2011
4^th Quarter	$	63.46	$	42.00	$	0.25
3^rd Quarter		85.58		45.31		0.25
2^nd Quarter		86.45		73.71		0.25
1^st Quarter		85.97		70.57		0.25

Period		Average price per share

9/30/12 - 10/31/12	—	$	—	—
11/1/12 - 11/30/12	—		—	—
12/1/12 - 12/31/12	2,614,800		65.22	2,614,800	⁽¹⁾

Total	2,614,800			2,614,800

	2012			2011		2010

Employee termination costs	$	22.5		$	11.5	$	18.4
Facility consolidation costs		2.6			5.5		4.0
Other cash costs (recoveries), net		(4.4	)		0.1		1.5
Non-cash asset write-downs		3.4			8.2		6.8

Total special charges, net	$	24.1		$	25.3	$	30.7

	2012			2011			2010

Revenues	$	2,682.2		$	2,042.0		$	1,662.2		31.4		22.8
Income		285.1			268.4			215.6		6.2		24.5
% of revenues		10.6	%		13.1	%		13.0	%
Components of revenue growth:
Organic growth										5.2		15.1
Foreign currency										(3.0	)	3.4
Acquisitions										29.2		4.3

Net revenue growth										31.4		22.8

	2012			2011			2010

Revenues	$	1,490.9		$	1,636.4		$	1,593.2		(8.9	)	2.7
Income		106.7			142.5			194.2		(25.1	)	(26.6	)
% of revenues		7.2	%		8.7	%		12.2	%
Components of revenue growth (decline):
Organic growth (decline)										(3.7	)	0.5
Foreign currency										(3.6	)	2.2
Dispositions										(1.6	)	—

Net revenue growth (decline)										(8.9	)	2.7

	2012			2011			2010

Revenues	$	927.1		$	858.5		$	843.4		8.0		1.8
Income		114.1			109.7			123.4		4.0		(11.1	)
% of revenues		12.3	%		12.8	%		14.6	%
Components of revenue growth:
Organic growth										8.4		1.1
Foreign currency										(0.4	)	0.5
Acquisitions										—		0.2

Net revenue growth										8.0		1.8

	2012			2011			2010

Total consolidated revenues	$	5,100.2		$	4,536.9		$	4,098.8		12.4	10.7
Corporate expense		108.8			105.9			98.4		2.7	7.6
% of revenues		2.1	%		2.3	%		2.4	%
Stock-based compensation expense		39.4			39.2			29.9		0.5	31.1
Pension and postretirement expense		38.7			35.4			52.2		9.3	(32.2	)


Industrial Products and Services		During 2012, Industrial Products and Services experienced a revenue increase of 8.0%. We are projecting an increase in revenues of between 7% and 12% for 2013, primarily as a result of increasing volumes for both medium and large power transformers. We are projecting margins to be between 13.3% and 13.8% for 2013. Backlog totaled $453.2 and $485.5 as of December 31, 2012 and December 31, 2011, respectively. We expect to convert approximately 86% of the December 31, 2012 backlog to revenues during 2013.

Consolidated Leverage Ratio

Greater than or equal to 3.00 to 1.00	0.40	%	0.40	%	2.00	%	0.40	%	1.25	%	2.00	%	1.00	%	2.25	%	1.25	%
Between 2.00 to 1.00 and 3.00 to 1.00	0.35	%	0.35	%	1.875	%	0.35	%	1.125	%	1.875	%	0.875	%	2.125	%	1.125	%
Between 1.50 to 1.00 and 2.00 to 1.00	0.30	%	0.30	%	1.75	%	0.30	%	1.00	%	1.75	%	0.75	%	2.00	%	1.00	%
Between 1.00 to 1.00 and 1.50 to 1.00	0.275	%	0.275	%	1.50	%	0.275	%	0.875	%	1.50	%	0.50	%	1.75	%	0.75	%
Less than 1.00 to 1.00	0.25	%	0.25	%	1.25	%	0.25	%	0.75	%	1.25	%	0.25	%	1.50	%	0.50	%

	December 31,

	2012		2011
Employee benefits	$	187.9	$	181.3
Unearned revenue⁽¹⁾		476.4		481.7
Warranty		50.5		46.2
Other⁽²⁾		281.8		268.1

Total	$	996.6	$	977.3

	2012			2011			2010

Continuing operations:
Cash flows from operating activities	$	84.7		$	252.5		$	218.1
Cash flows used in investing activities		(97.6	)		(893.8	)		(172.9	)
Cash flows from (used in) financing activities		(669.6	)		713.9			(145.3	)
Cash flows from discontinued operations		1,113.4			19.6			23.6
Change in cash and equivalents due to changes in foreign currency exchange rates		2.2			3.4			9.0

Net change in cash and equivalents	$	433.1		$	95.6		$	(67.5	)

	December 31, 2012										December 31, 2011

	Current Assets		Noncurrent Assets		Current Liabilities			Long-Term Liabilities			Current Assets		Noncurrent Assets		Current Liabilities			Long-Term Liabilities
FX forward contracts	$	0.2	$	—	$	(0.4	)	$	—		$	—	$	—	$	(0.8	)	$	—
FX embedded derivatives		0.3		—		(0.9	)		(9.8	)		1.2		—		(0.3	)		(14.8	)

	Reconciliation of Equity Securities using Significant Unobservable Inputs (Level 3)

Balance at December 31, 2010	$	8.5
Unrealized losses recorded to earnings		(0.7	)

Balance at December 31, 2011		7.8
Unrealized losses recorded to earnings		(0.3	)

Balance at December 31, 2012	$	7.5

	Total		Due within 1 year		Due in 1-3 years		Due in 3-5 years		Due after 5 years

Short-term debt obligations	$	33.4	$	33.4	$	—	$	—	$	—
Long-term debt obligations		1,658.6		8.7		687.4		909.1		53.4
Pension and postretirement benefit plan contributions and payments⁽¹⁾		727.6		69.2		193.4		113.0		352.0
Purchase and other contractual obligations⁽²⁾		582.1		561.3		20.2		0.6		—
Future minimum operating lease payments⁽³⁾		146.7		36.0		49.0		23.1		38.6
Interest payments		324.3		94.1		145.5		76.6		8.1

Total contractual cash obligations⁽⁴⁾	$	3,472.7	$	802.7	$	1,095.5	$	1,122.4	$	452.1

	Expected Maturity Date

	2013		2014		2015		2016		2017		After		Total			Fair Value
Long-term debt:
6.875% senior notes	$	—	$	—	$	—	$	—	$	600.0	$	—	$	600.0		$	669.0
Average interest rate														6.875	%
7.625% senior notes		—		500.0		—		—		—		—		500.0			548.8
Average interest rate														7.625	%
Term Loan 2		—		75.0		100.0		300.0		—		—		475.0			475.0
Average interest rate														2.4025	%

		Page

SPX Corporation and Subsidiaries
Report of Independent Registered Public Accounting Firm — Deloitte & Touche LLP		48
Consolidated Financial Statements:
Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010		49
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010		50
Consolidated Balance Sheets as of December 31, 2012 and 2011		51
Consolidated Statements of Equity for the years ended December 31, 2012, 2011 and 2010		52
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010		53
Notes to Consolidated Financial Statements		54

	2012			2011

Costs incurred on uncompleted contracts	$	3,363.0		$	2,783.5
Estimated earnings to date		804.8			750.6

		4,167.8			3,534.1
Less: Billings to date		(4,066.7	)		(3,514.4	)

		101.1			19.7
Net costs and estimated earnings in excess of billings assumed in the acquisition of Clyde Union (Holdings) S.A.R.L. ("Clyde Union")		10.0			57.2

Net costs and estimated earnings in excess of billings	$	111.1		$	76.9

	2012			2011

Costs and estimated earnings in excess of billings⁽¹⁾	$	359.7		$	355.9
Billings in excess of costs and estimated earnings on uncompleted contracts⁽²⁾		(248.6	)		(279.0	)

Net costs and estimated earnings in excess of billings	$	111.1		$	76.9


Assets acquired:
Current assets, including cash and equivalents of $44.3	$	354.1
Property, plant and equipment		89.8
Goodwill		377.2
Intangible assets		374.6
Other assets		25.1

Total assets acquired		1,220.8

Liabilities assumed:
Current liabilities		287.0
Other long-term liabilities		165.0

Total liabilities assumed		452.0

Noncontrolling interest		1.8

Net assets acquired	$	767.0