PART I—FINANCIAL INFORMATION

ITEM 1. Financial Statements

SPX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share amounts)

	Three months ended						Six months ended
	June 29,			June 30,			June 29,			June 30,
	2013			2012			2013			2012
Revenues	$	1,216.6		$	1,241.9		$	2,349.2		$	2,392.9
Costs and expenses:
Cost of products sold	873.2			908.6			1,704.1			1,759.8
Selling, general and administrative	247.5			246.5			514.7			517.1
Intangible amortization	8.5			9.4			16.7			18.1
Impairment of intangible assets	—			—			2.0			—
Special charges, net	18.3			8.4			18.7			10.8
Operating income	69.1			69.0			93.0			87.1

Other income (expense), net	(2.3		)	(2.8		)	(0.1		)	19.0
Interest expense	(27.1		)	(27.8		)	(56.3		)	(56.3		)
Interest income	1.5			1.6			3.6			2.9
Equity earnings in joint ventures	10.1			6.9			19.2			16.4
Income from continuing operations before income taxes	51.3			46.9			59.4			69.1

Income tax provision	(12.4		)	(9.0		)	(8.7		)	(22.4		)
Income from continuing operations	38.9			37.9			50.7			46.7

Income (loss) from discontinued operations, net of tax	(0.8		)	10.9			(3.8		)	15.2
Gain (loss) on disposition of discontinued operations, net of tax	2.7			(0.6		)	(2.5		)	(0.9		)
Income (loss) from discontinued operations, net of tax	1.9			10.3			(6.3		)	14.3

Net income	40.8			48.2			44.4			61.0
Net income attributable to noncontrolling interests	2.0			0.8			3.3			0.1
Net income attributable to SPX Corporation common shareholders	$	38.8		$	47.4		$	41.1		$	60.9

Amounts attributable to SPX Corporation common shareholders:
Income from continuing operations, net of tax	$	36.9		$	37.1		$	47.4		$	46.6
Income (loss) from discontinued operations, net of tax	1.9			10.3			(6.3		)	14.3
Net income	$	38.8		$	47.4		$	41.1		$	60.9

Basic income per share of common stock:
Income from continuing operations attributable to SPX Corporation common shareholders	$	0.81		$	0.74		$	1.03		$	0.93
Income (loss) from discontinued operations attributable to SPX Corporation common shareholders	0.04			0.21			(0.14		)	0.28
Net income per share attributable to SPX Corporation common shareholders	$	0.85		$	0.95		$	0.89		$	1.21

Weighted-average number of common shares outstanding — basic	45.678			49.954			46.044			50.283

Diluted income per share of common stock:
Income from continuing operations attributable to SPX Corporation common shareholders	$	0.80		$	0.73		$	1.01		$	0.91
Income (loss) from discontinued operations attributable to SPX Corporation common shareholders	0.04			0.20			(0.13		)	0.28
Net income per share attributable to SPX Corporation common shareholders	$	0.84		$	0.93		$	0.88		$	1.19

Weighted-average number of common shares outstanding — diluted	45.972			50.909			46.704			51.184

Comprehensive income (loss)	$	56.4		$	(82.7	)	$	(15.8	)	$	(4.7	)

The accompanying notes are an integral part of these statements.

SPX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions, except share data)

	June 29,			December 31,
	2013			2012
ASSETS
Current assets:
Cash and equivalents	$	352.9		$	984.1
Accounts receivable, net	1,236.5			1,333.0
Inventories, net	624.2			555.6
Other current assets	145.4			149.9
Deferred income taxes	77.2			92.4
Total current assets	2,436.2			3,115.0
Property, plant and equipment:
Land	46.4			45.4
Buildings and leasehold improvements	392.5			404.9
Machinery and equipment	802.6			806.9
	1,241.5			1,257.2
Accumulated depreciation	(521.3		)	(512.2		)
Property, plant and equipment, net	720.2			745.0
Goodwill	1,552.2			1,574.0
Intangibles, net	919.1			962.4
Other assets	772.2			733.7
TOTAL ASSETS	$	6,399.9		$	7,130.1

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	527.2		$	571.4
Accrued expenses	910.5			996.6
Income taxes payable	6.3			126.5
Short-term debt	34.3			33.4
Current maturities of long-term debt	80.9			8.7
Total current liabilities	1,559.2			1,736.6

Long-term debt	1,577.0			1,649.9
Deferred and other income taxes	320.3			251.1
Other long-term liabilities	931.8			1,212.5
Total long-term liabilities	2,829.1			3,113.5

Commitments and contingent liabilities (Note 13)

Equity:
SPX Corporation shareholders’ equity:
Common stock (99,702,341 and 45,314,079 issued and outstanding at June 29, 2013, respectively, 99,453,784 and 48,303,707 issued and outstanding at December 31, 2012, respectively)	1,002.9			998.9
Paid-in capital	1,564.7			1,553.7
Retained earnings	2,714.8			2,696.6
Accumulated other comprehensive loss	(287.8		)	(228.9		)
Common stock in treasury (54,388,262 and 51,150,077 shares at June 29, 2013 and December 31, 2012, respectively)	(2,995.9		)	(2,751.6		)
Total SPX Corporation shareholders’ equity	1,998.7			2,268.7
Noncontrolling interests	12.9			11.3
Total equity	2,011.6			2,280.0
TOTAL LIABILITIES AND EQUITY	$	6,399.9		$	7,130.1

The accompanying notes are an integral part of these statements.

SPX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)

	Six months ended
	June 29,			June 30,
	2013			2012
Cash flows used in operating activities:
Net income	$	44.4		$	61.0
Less: Income (loss) from discontinued operations, net of tax	(6.3		)	14.3
Income from continuing operations	50.7			46.7
Adjustments to reconcile income from continuing operations to net cash used in operating activities:
Special charges, net	18.7			10.8
Impairment of intangible assets	2.0			—
Gain on sale of a business	—			(20.5		)
Deferred and other income taxes	80.8			0.1
Depreciation and amortization	56.8			56.8
Pension and other employee benefits	21.8			28.7
Stock-based compensation	25.6			28.3
Other, net	3.7			5.9
Changes in operating assets and liabilities, net of effects from acquisition and divestitures:
Accounts receivable and other assets	(14.5		)	(171.9		)
Inventories	(93.3		)	(13.9		)
Accounts payable, accrued expenses and other	(191.9		)	(144.2		)
Discretionary pension contribution	(250.0		)	—
Cash spending on restructuring actions	(11.2		)	(10.7		)
Net cash used in continuing operations	(300.8		)	(183.9		)
Net cash used in discontinued operations	(9.3		)	(37.2		)
Net cash used in operating activities	(310.1		)	(221.1		)
Cash flows used in investing activities:
Proceeds from asset sales and other, net	(1.3		)	8.5
Decrease in restricted cash	—			1.8
Business acquisition, net of cash acquired	—			(30.5		)
Capital expenditures	(36.9		)	(36.8		)
Net cash used in continuing operations	(38.2		)	(57.0		)
Net cash used in discontinued operations	(3.6		)	(2.1		)
Net cash used in investing activities	(41.8		)	(59.1		)
Cash flows from (used in) financing activities:
Borrowings under senior credit facilities	287.0			586.0
Repayments under senior credit facilities	(287.0		)	(467.9		)
Borrowings under trade receivables agreement	35.0			98.0
Repayments under trade receivables agreement	(35.0		)	(59.3		)
Net borrowings (repayments) under other financing arrangements	(3.4		)	3.9
Purchases of common stock	(249.0		)	(75.0		)
Minimum withholdings paid on behalf of employees for net share settlements, net of proceeds from the exercise of employee stock options and other	(14.5		)	4.6
Financing fees paid	—			(0.2		)
Dividends paid	(12.2		)	(25.3		)
Net cash from (used in) continuing operations	(279.1		)	64.8
Net cash from discontinued operations	—			—
Net cash from (used in) financing activities	(279.1		)	64.8
Change in cash and equivalents due to changes in foreign currency exchange rates	(0.2		)	(8.1		)
Net change in cash and equivalents	(631.2		)	(223.5		)
Consolidated cash and equivalents, beginning of period	984.1			551.0
Consolidated cash and equivalents, end of period	$	352.9		$	327.5

The accompanying notes are an integral part of these statements.

SPX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited; in millions, except per share data)

(1) BASIS OF PRESENTATION

We prepared the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally required by accounting principles generally accepted in the United States (“GAAP”) can be condensed or omitted. The financial statements represent our accounts after the elimination of intercompany transactions and, in our opinion, include the adjustments (consisting only of normal and recurring items) necessary for their fair presentation.

We account for investments in unconsolidated companies where we exercise significant influence but do not have control using the equity method. In determining whether we are the primary beneficiary of a variable interest entity (“VIE”), we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties to determine which party has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and which party has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. We have interests in VIEs, primarily joint ventures, in which we are the primary beneficiary and others in which we are not. Our VIEs are considered immaterial, individually and in aggregate, to our consolidated financial statements.

Our significant investments reported under the equity method are our 44.5% interest in the EGS Electrical Group, LLC and subsidiaries (“EGS”) joint venture and our 45% interest in Shanghai Electric — SPX Engineering & Technologies Co., Ltd. (“Shanghai Electric JV”). We account for our EGS investment on a three-month lag, and our equity earnings in this investment, as included in our condensed consolidated statements of operations, totaled $9.9 and $19.1 for the three and six months ended June 29, 2013, respectively, and $7.2 and $16.5 for the three and six months ended June 30, 2012, respectively. Summarized financial results of EGS for the three and six months ended March 31, 2013 and 2012 were as follows:

	Three months ended				Six months ended
	March 31,		March 31,		March 31,		March 31,
	2013		2012		2013		2012
Revenues	$	126.0	$	126.6	$	251.1	$	259.7
Gross profit	54.0		51.9		107.7		108.9
Income from continuing operations	22.1		16.1		42.8		37.0
Net income	22.1		16.1		42.8		37.0

The Shanghai Electric JV’s results of operations and our equity earnings in this investment, as included in our condensed consolidated statements of operations, were not material for the three and six months ended June 29, 2013 and June 30, 2012. See Note 3 for further details on the Shanghai Electric JV.

Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates. The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our 2012 Annual Report on Form 10-K, as amended (“2012 Annual Report on Form 10-K”). Interim results are not necessarily indicative of full year results. We have reclassified certain prior year amounts, including the results of discontinued operations, to conform to the current year presentation. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations. See Note 3 for information on discontinued operations.

We establish actual interim closing dates using a “fiscal” calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2013 are March 30, June 29 and September 28, compared to the respective March 31, June 30 and September 29, 2012 dates. We had two fewer days in the first quarter of 2013 and will have one more day in the fourth quarter of 2013 than in the respective 2012 periods.

(2) NEW ACCOUNTING PRONOUNCEMENTS

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

In December 2011, and as amended in January 2013, the Financial Accounting Standards Board (“FASB”) issued disclosure guidance relating to offsetting, whereby entities are required to disclose both gross and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to a master netting arrangement or similar agreement. 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 guidance applies to a) recognized financial and derivative instruments that are offset in accordance with either the Balance Sheet or Derivatives and Hedging

topics of the FASB Accounting Standards Codification (“Codification”) 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 guidance is 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 adopted this guidance on January 1, 2013, with the required disclosures included in Note 11 to our condensed consolidated financial statements herein.

In July 2012, the FASB issued an amendment to guidance relating to testing indefinite-lived intangible assets, other than goodwill, for impairment. Under the revised guidance, entities testing such assets for impairment have the option of first performing a qualitative assessment to determine whether it is more likely than not that the carrying amount of an indefinite-lived intangible asset exceeds its fair value. If an entity determines, on the basis of qualitative factors, that it is more likely than not that the indefinite-lived intangible asset is impaired, the entity shall calculate the fair value of the intangible asset and perform the quantitative impairment test in accordance with the Intangibles — Goodwill and Other topic of the Codification. The amendment is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. We adopted this guidance on January 1, 2013, with no material impact on our condensed consolidated financial statements.

In February 2013, the FASB issued an amendment to guidance relating to the reporting of reclassifications out of accumulated other comprehensive income (“AOCI”). This guidance requires companies to present, in one place, information about significant amounts reclassified from AOCI. In addition, for significant items reclassified out of AOCI to net income in their entirety during the reporting period, companies must report the effect of such reclassifications on the respective line items in the statement of operations. For amounts not required to be reclassified to net income in their entirety, companies must reference the disclosures that provide additional detail about those amounts. This amendment is effective for interim and annual reporting periods beginning after December 15, 2012, and shall be applied prospectively. We adopted this guidance on January 1, 2013, with the required disclosures included in Note 12 to our condensed consolidated financial statements herein.

In March 2013, the FASB issued an amendment to guidance to resolve the diversity in practice relating to a parent entity’s accounting for the cumulative translation adjustment (“CTA”) upon derecognition of foreign subsidiaries or groups of assets. The amendment requires that any CTA related to the parent entity’s investment in a foreign entity be released into earnings when a sale or transfer of the foreign subsidiary or group of assets results in the complete or substantially complete liquidation of the foreign entity. This amendment is effective for interim and annual reporting periods beginning after December 15, 2013, and shall be applied prospectively. We have not yet adopted this guidance and do not expect the adoption to have a material impact on our consolidated financial statements.

(3) ACQUISITIONS, DISCONTINUED OPERATIONS AND FORMATION OF SHANGHAI ELECTRIC JV

Acquisitions

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.

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 included 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 set forth in the purchase agreement, no liability for an earn-out payment has been provided in the accompanying balance sheets because, based on actual operating results for 2012, we do not believe Clyde Union achieved the required minimum Annual 2012 Group EBITDA.

Discontinued Operations

As part of our operating strategy, we regularly review potential divestitures, some of which are or may be material.

We report businesses or asset groups as discontinued operations when, among other things, we terminate the operations of the business or asset group, or 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 met these requirements, and therefore have been reported as discontinued operations for the periods presented.

Business	Quarter Discontinued	Quarter of Sale or Termination of Operations
Broadcast Antenna System business (“Dielectric”)	Q2 2013	Q2 2013
Crystal Growing business (“Kayex”)	Q1 2013	Q1 2013
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

Dielectric — We sold assets of the business during the second quarter of 2013 for cash consideration of $4.7, resulting in a gain of less than $0.1.

Kayex — We closed the business during the first quarter of 2013. In connection with the closure, we recorded a loss, net of taxes, of $2.1 to “Gain (Loss) on disposition of discontinued operations, net of tax” during the first quarter of 2013, with such loss associated primarily with severance costs and asset impairment charges.

Tianyu — Sold for cash consideration of one Chinese Yuan (“CNY”) (exclusive of cash transferred with the business of $1.1), resulting in a loss, net of taxes, during the fourth quarter of 2012 of $1.8.

Weil-McLain Shandong — Sold for cash consideration of $2.7 (exclusive of cash transferred with the business of $3.1), resulting in a gain, net of taxes, during the fourth quarter of 2012 of $2.2. During the first quarter of 2013, we reduced the net gain by $0.4 associated with the anticipated working capital settlement. During the second quarter of 2013, we received $1.1 associated with the working capital settlement.

Service Solutions — Sold for cash consideration of $1,134.9, resulting in a gain, net of taxes, during the fourth quarter of 2012 of $313.4. During the three and six months ended June 29, 2013, we increased the net gain by $3.0 and $1.6, respectively, associated primarily with revisions to income tax and other retained liabilities related to the sale.

In addition to the businesses discussed above, we recognized net losses of $0.3 and $1.6 during the three and six months ended June 29, 2013, respectively, and net losses of $0.6 and $0.9 during the three and six months ended June 30, 2012, respectively, resulting from adjustments to gains/losses on sales of previously discontinued businesses. Refer to the consolidated financial statements contained in our 2012 Annual Report on Form 10-K for the disclosure of all discontinued businesses during the 2010 through 2012 period.

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 or other dispute-resolution process. Final agreement of the working capital figures with the buyers for certain 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.

For the three and six months ended June 29, 2013 and June 30, 2012, income (loss) from discontinued operations and the related income taxes are shown below:

	Three months ended						Six months ended
	June 29,			June 30,			June 29,			June 30,
	2013			2012			2013			2012
Income (loss) from discontinued operations	$	(1.9	)	$	16.8		$	(9.2	)	$	23.0
Income tax (provision) benefit	3.8			(6.5		)	2.9			(8.7		)
Income (loss) from discontinued operations, net	$	1.9		$	10.3		$	(6.3	)	$	14.3

For the three and six months ended June 29, 2013 and June 30, 2012, results of operations for our businesses reported as discontinued operations were as follows:

	Three months ended					Six months ended
	June 29,			June 30,		June 29,			June 30,
	2013			2012		2013			2012
Revenues	$	1.4		$	263.2	$	6.7		$	503.6
Pre-tax income (loss)	(1.4		)	18.0		(6.2		)	24.7

Formation of Shanghai Electric JV

On December 30, 2011, we and Shanghai Electric Group Co., Ltd. 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 CNY 96.7, with CNY 51.5 received in January 2012, CNY 25.8 received in December 2012, and the remaining CNY payment contingent upon the joint venture achieving defined sales order volumes. Final approval for the transaction was not received until January 13, 2012. We determined that this transaction met the deconsolidation criteria of the Codification, and, thus, recorded a gain for the transaction equal to the estimated fair value of our investment in the joint venture plus any consideration received, less the carrying value of assets contributed and sold to the joint venture. We recorded the net gain associated with this transaction of $20.5 in the first quarter of 2012, with such gain included in “Other income (expense), net.”

(4) INFORMATION ON REPORTABLE SEGMENTS AND OTHER OPERATING SEGMENTS

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 innovative solutions play a role in helping to meet rising global demand for power and energy and processed foods and beverages, particularly in emerging markets. Our key products include processing systems and equipment for the food and beverage industry, reciprocating pumps used in oil and gas processing, power transformers used by utility companies, and cooling systems for power plants.

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 Codification, have been combined within our “All Other” category, which we refer to as Industrial Products and Services and Other. This “All Other” category is composed of eight operating segments, with the majority of these operating segments serving industrial end-markets. Industrial Products and Services and Other is not considered a reportable segment.

The factors considered in determining our aggregated segments are the economic similarity of the businesses, the nature of products sold or services provided, production processes, types of customers and distribution methods. In determining our segments, we apply the threshold criteria of the Segment Reporting topic of the Codification to operating income or loss of each segment before considering impairment and special charges, 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.

Flow Technology Reportable Segment

Our Flow Technology reportable segment engineers, designs, manufactures and markets products and solutions used to process, blend, filter, dry, meter and transport fluids with a focus on original equipment installation, including turnkey systems, skidded systems and components, as well as comprehensive aftermarket components and support services. Primary component offerings include engineered pumps, valves, mixers, plate heat exchangers, and dehydration and filtration technologies. The segment primarily serves customers in food and beverage, power and energy and industrial end markets. 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.

Thermal Equipment and Services Reportable Segment

Our Thermal Equipment and Services reportable segment engineers, designs, manufactures, installs 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 residential and commercial markets.

Industrial Products and Services and Other

Industrial Products and Services and Other comprises operating segments that design, manufacture and market power transformers, industrial tools and hydraulic units, precision machine components, tower and obstruction lights and monitoring equipment, communications and signal monitoring systems, fare collection systems, portable cable and pipe locators, and precision controlled industrial ovens and chambers.

Corporate Expense

Corporate expense generally relates to the cost of our Charlotte, NC corporate headquarters and our Asia Pacific center in Shanghai, China.

Financial data for our reportable segments and other operating segments, including the results of Seital from the

date of its acquisition, were as follows:

	Three months ended						Six months ended
	June 29,			June 30,			June 29,			June 30,
	2013			2012			2013			2012
Revenues (1):
Flow Technology reportable segment	$	653.4		$	677.3		$	1,266.4		$	1,305.4
Thermal Equipment and Services reportable segment	350.3			348.6			655.4			668.7
Industrial Products and Services and Other	212.9			216.0			427.4			418.8
Total revenues	$	1,216.6		$	1,241.9		$	2,349.2		$	2,392.9

Income:
Flow Technology reportable segment	$	67.0		$	69.8		$	122.0		$	116.2
Thermal Equipment and Services reportable segment	26.2			16.1			27.9			26.7
Industrial Products and Services and Other	30.8			29.1			57.8			55.9
Total income for reportable and other operating segments	124.0			115.0			207.7			198.8

Corporate expense	(25.1		)	(22.0		)	(56.0		)	(54.4		)
Pension and postretirement expense	(6.2		)	(9.1		)	(12.4		)	(18.2		)
Stock-based compensation expense	(5.3		)	(6.5		)	(25.6		)	(28.3		)
Impairment of intangible assets	—			—			(2.0		)	—
Special charges, net	(18.3		)	(8.4		)	(18.7		)	(10.8		)

Consolidated operating income	$	69.1		$	69.0		$	93.0		$	87.1

(1) Under the percentage of completion method, we recognized revenues of $353.0 and $359.4 in the three months ended June 29, 2013 and June 30, 2012, respectively. For the six months ended June 29, 2013 and June 30, 2012, revenues under the percentage of completion method were $695.7 and $734.7, respectively. Costs and estimated earnings in excess of billings on contracts accounted for under the percentage of completion method were $318.1 and $359.7 as of June 29, 2013 and December 31, 2012, respectively, and are reported as a component of “Accounts receivable, net” in the condensed consolidated balance sheets. Billings in excess of costs and estimated earnings on uncompleted contracts accounted for under the percentage of completion method were $192.5 and $248.6 as of June 29, 2013 and December 31, 2012, respectively. The June 29, 2013 balance is reported as a component of “Accrued expenses” in the condensed consolidated balance sheet. The December 31, 2012 balance includes $248.4 reported as a component of “Accrued expenses” and $0.2 as a component of “Other long-term liabilities” in the condensed consolidated balance sheet.

(5) SPECIAL CHARGES, NET

Special charges, net, for the three and six months ended June 29, 2013 and June 30, 2012 are summarized and

described in more detail below:

	Three months ended					Six months ended
	June 29,		June 30,			June 29,		June 30,
	2013		2012			2013		2012
Flow Technology reportable segment	$	5.6	$	5.9		$	5.0	$	7.2
Thermal Equipment and Services reportable segment	11.1		2.2			11.6		2.4
Industrial Products and Services and Other	1.6		(0.1		)	1.6		—
Corporate	—		0.4			0.5		1.2
Total	$	18.3	$	8.4		$	18.7	$	10.8

Flow Technology reportable segment — Charges for the three and six months ended June 29, 2013 related primarily to severance costs associated with restructuring initiatives at Clyde Union locations in the U.K. and the U.S. These actions were taken to reduce the cost base of the business, as we continue to integrate Clyde Union into our Flow Technology reportable segment. Charges for the three and six months ended June 30, 2012 related primarily to costs associated with the initial integration of Clyde Union, costs related to the reorganization of the segment’s systems business, charges related to a cost reduction initiative at a location in Denmark and asset impairment charges of $0.3.

Thermal Equipment and Services reportable segment — Charges for the three and six months ended June 29, 2013 related primarily to severance costs associated with restructuring actions initiated during the second quarter of 2013 at our Balcke Duerr business in Germany. These actions were taken to reduce the cost base of the business due to reduced demand in Europe for nuclear power products and services. Charges for the three and six months ended June 30, 2012 related primarily to costs associated with restructuring initiatives at two locations in China, including asset impairment charges of $1.3, and severance costs associated with transferring certain functions of our boiler and heating products business to a location in Chicago, IL.

Industrial Products and Services and Other — Charges for the three and six months ended June 29, 2013 related primarily to costs associated with restructuring initiatives at various locations in the U.S. and Asia Pacific.

Corporate — Charges for the six months ended June 29, 2013 related to costs associated with the early termination of two building leases and an asset impairment charge of $0.3. Charges for the three and six months ended June 30, 2012 related primarily to costs associated with consolidating certain corporate functions, our legal entity reduction initiative, and an asset impairment charge of $0.2.

Expected charges still to be incurred under actions approved as of June 29, 2013 are less than $2.0.

The following is an analysis of our restructuring liabilities for the six months ended June 29, 2013 and June 30, 2012:

	Six months ended
	June 29,			June 30,
	2013			2012
Balance at beginning of period	$	16.4		$	11.0
Special charges (1)	17.5			9.0
Utilization — cash	(11.2		)	(10.7		)
Currency translation adjustment and other	(0.1		)	—
Balance at end of period	$	22.6		$	9.3

(1) The six months ended June 29, 2013 and June 30, 2012 exclude $1.2 and $1.8, respectively, of non-cash charges that did not impact the restructuring liabilities.

(6) INVENTORIES, NET

Inventories, net, comprised the following:

	June 29,			December 31,
	2013			2012
Finished goods	$	165.5		$	131.1
Work in process	219.3			186.0
Raw material and purchased parts	262.9			261.1
Total FIFO cost	647.7			578.2
Excess of FIFO cost over LIFO inventory value	(23.5		)	(22.6		)
Total inventories, net	$	624.2		$	555.6

Inventories include material, labor and factory overhead costs and are reduced, when necessary, to estimated net realizable values. Certain domestic inventories are valued using the last-in, first-out (“LIFO”) method. These inventories were approximately 23% and 19% of total inventory at June 29, 2013 and December 31, 2012, respectively. Other inventories are valued using the first-in, first-out (“FIFO”) method. Progress payments, which are netted against work in process, were $3.5 and $4.1 at June 29, 2013 and December 31, 2012, respectively.

(7) GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The changes in the carrying amount of goodwill, by reportable segment and other operating segments, were as follows:

				Goodwill				Foreign
				resulting from				Currency
	December 31,			business				Translation			June 29,
	2012			combinations		Impairments		and other			2013
Flow Technology reportable segment
Gross goodwill	$	1,114.6		$	—	$	—	$	(20.0	)	$	1,094.6
Accumulated impairments	—			—		—		—			—
Goodwill	1,114.6			—		—		(20.0		)	1,094.6

Thermal Equipment and Services reportable segment
Gross goodwill	563.7			—		—		(2.0		)	561.7
Accumulated impairments	(395.7		)	—		—		2.1			(393.6		)
Goodwill	168.0			—		—		0.1			168.1

Industrial Products and Services and Other
Gross goodwill	453.0			—		—		(4.2		)	448.8
Accumulated impairments	(161.6		)	—		—		2.3			(159.3		)
Goodwill	291.4			—		—		(1.9		)	289.5

Total
Gross goodwill	2,131.3			—		—		(26.2		)	2,105.1
Accumulated impairments	(557.3		)	—		—		4.4			(552.9		)
Goodwill	$	1,574.0		$	—	$	—	$	(21.8	)	$	1,552.2

Other Intangibles

Identifiable intangible assets comprised the following:

	June 29, 2013							December 31, 2012
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Value		Amortization			Value		Value		Amortization			Value
Intangible assets with determinable lives:
Patents	$	8.5	$	(8.1	)	$	0.4	$	8.6	$	(8.0	)	$	0.6
Technology	189.7		(45.8		)	143.9		190.5		(41.7		)	148.8
Customer relationships	405.7		(72.1		)	333.6		420.6		(63.6		)	357.0
Other	28.5		(17.1		)	11.4		33.4		(18.0		)	15.4
	632.4		(143.1		)	489.3		653.1		(131.3		)	521.8
Trademarks with indefinite lives	429.8		—			429.8		440.6		—			440.6
Total	$	1,062.2	$	(143.1	)	$	919.1	$	1,093.7	$	(131.3	)	$	962.4

At June 29, 2013, the net carrying value of intangible assets with determinable lives consisted of $430.5 in the Flow Technology reportable segment, $49.6 in the Thermal Equipment and Services reportable segment and $9.2 in Industrial Products and Services and Other. Trademarks with indefinite lives consisted of $281.2 in the Flow Technology reportable segment, $125.9 in the Thermal Equipment and Services reportable segment and $22.7 in Industrial Products and Services and Other.

We perform our annual goodwill impairment testing during the fourth quarter in conjunction with our annual financial planning process. In addition, we test goodwill for impairment on a more frequent basis if an event occurs, or circumstances change, that would more likely than not reduce the fair value of a reporting unit below its carrying value. A significant amount of judgment is involved in determining if an indication of impairment has occurred between annual testing dates. Such indications may include: a significant decline in expected future cash flows; a significant adverse change in legal factors or the business climate; unanticipated competition; and a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit.

In connection with our goodwill impairment testing during the fourth quarter of 2012, we estimated that the fair value of our Clyde Union reporting unit was approximately 2% higher 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, which is highly dependent on an improvement in project profitability and order rates as well as the appropriate cost structure, we may be required to record a material impairment charge in a future period related to Clyde Union’s goodwill. During the first half of 2013, no events occurred or circumstances changed that would more likely than not reduce the fair value of Clyde Union below the carrying value of its net assets. Clyde Union’s goodwill totaled approximately $377.0 at June 29, 2013.

In the first quarter of 2013, we recorded an impairment charge of $2.0 related to the trademarks of Clyde Union. Other changes in the gross carrying values of identifiable intangible assets relate primarily to foreign currency translation.

(8) WARRANTY

The following is an analysis of our product warranty accrual for the first six months of 2013 and 2012:

	Six months ended
	June 29,			June 30,
	2013			2012
Balance at beginning of period	$	60.6		$	56.3
Provisions	12.3			10.4
Usage	(18.1		)	(14.2		)
Balance at end of period	54.8			52.5
Less: Current portion of warranty	45.1			41.4
Non-current portion of warranty	$	9.7		$	11.1

(9) EMPLOYEE BENEFIT PLANS

Net periodic benefit expense for our pension and postretirement plans includes the following components:

Domestic Pension Plans

	Three months ended						Six months ended
	June 29,			June 30,			June 29,			June 30,
	2013			2012			2013			2012
Service cost	$	1.9		$	2.4		$	3.7		$	4.7
Interest cost	12.0			13.5			24.0			27.0
Expected return on plan assets	(18.8		)	(15.9		)	(37.5		)	(31.8		)
Amortization of unrecognized losses	9.0			6.8			18.0			13.7
Amortization of unrecognized prior service credits	—			(0.1		)	—			(0.2		)
Curtailment loss	—			—			—			0.1
Net periodic pension benefit expense	$	4.1		$	6.7		$	8.2		$	13.5

Foreign Pension Plans

	Three months ended						Six months ended
	June 29,			June 30,			June 29,			June 30,
	2013			2012			2013			2012
Service cost	$	0.7		$	0.6		$	1.4		$	1.3
Interest cost	3.3			3.6			6.6			7.2
Expected return on plan assets	(4.3		)	(4.0		)	(8.7		)	(8.2		)
Amortization of unrecognized losses	0.6			0.3			1.3			0.7
Total net periodic pension benefit expense	0.3			0.5			0.6			1.0
Less: Net periodic pension benefit expense of discontinued operations	(0.2		)	(0.3		)	(0.4		)	(0.6		)
Net periodic pension benefit expense of continuing operations	$	0.1		$	0.2		$	0.2		$	0.4

Postretirement Plans

	Three months ended						Six months ended
	June 29,			June 30,			June 29,			June 30,
	2013			2012			2013			2012
Service cost	$	0.1		$	0.1		$	0.2		$	0.2
Interest cost	1.2			1.5			2.4			2.9
Amortization of unrecognized losses	1.0			0.9			2.1			1.9
Amortization of unrecognized prior service credits	(0.3		)	(0.3		)	(0.7		)	(0.7		)
Net periodic postretirement benefit expense	$	2.0		$	2.2		$	4.0		$	4.3

Employer Contributions

During the first half of 2013, we made contributions to our domestic and foreign pension plans of approximately $292.0, including a $250.0 discretionary contribution to a domestic qualified pension plan. This discretionary contribution will result in a reduction of our annual pension expense for 2013 of $12.5, including $6.2 in the first half of 2013. Of our 2013 contributions, approximately $1.0 related to businesses that have been disposed of and classified as discontinued operations.

(10) INDEBTEDNESS

The following summarizes our debt activity (both current and non-current) for the six months ended June 29, 2013:

	December 31, 2012		Borrowings		Repayments			Other (4)		June 29, 2013
Domestic revolving loan facility	$	—	$	287.0	$	(287.0	)	$	—	$	—
Term loan (1)	475.0		—		—			—		475.0
6.875% senior notes, maturing in August 2017	600.0		—		—			—		600.0
7.625% senior notes, maturing in December 2014	500.0		—		—			—		500.0
Trade receivables financing arrangement (2)	—		35.0		(35.0		)	—		—
Other indebtedness (3)	117.0		3.0		(6.4		)	3.6		117.2
Total debt	1,692.0		$	325.0	$	(328.4	)	$	3.6	1,692.2
Less: short-term debt	33.4									34.3
Less: current maturities of long-term debt	8.7									80.9
Total long-term debt	$	1,649.9								$	1,577.0

(1) The term loan of $475.0 is repayable in quarterly installments (with annual aggregate repayments, as a percentage of the initial principal amount of $500.0, 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.

(2) As of June 29, 2013, we could borrow under this arrangement, on a continuous basis, up to $80.0, as available. At June 29, 2013, we had $34.6 of available borrowing capacity under this facility.

(3) Primarily included capital lease obligations of $76.6 and $82.3, and balances under a purchase card program of $28.2 and $27.9 at June 29, 2013 and December 31, 2012, respectively.

(4) “Other” primarily included debt assumed and foreign currency translation on any debt instruments denominated in currencies other than the U.S. dollar.

Senior Credit Facilities

A detailed description of our senior credit facilities is included in our 2012 Annual Report on Form 10-K.

At June 29, 2013, we had $66.4 and $699.6, respectively, of outstanding letters of credit issued under our revolving credit and our foreign credit instrument facilities of our senior credit agreement. In addition, we had $4.7 of letters of credit outstanding under separate arrangements in China and India.

The weighted-average interest rate of our outstanding borrowings under our senior credit facilities was approximately 2.20% at June 29, 2013.

At June 29, 2013, we were in compliance with all covenants of our senior credit facilities and our senior notes. Restrictions on our ability to repurchase shares or pay dividends are described in our 2012 Annual Report on Form 10-K.

(11) FINANCIAL INSTRUMENTS

Currency Forward Contracts

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, South African Rand, CNY and GBP.

From time to time, we enter into currency protection agreements (“FX forward contracts”) to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries. In addition, some of our contracts contain currency forward embedded derivatives (“FX embedded derivatives”), 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 current earnings, but are included in 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 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 $128.5 and $107.3 outstanding as of June 29, 2013 and December 31, 2012, respectively. These FX forward contracts typically have maturity dates ranging from one to two years. We also had FX embedded derivatives with an aggregate notional amount of $103.3 and $96.3 at June 29, 2013 and December 31, 2012, respectively. The unrealized losses, net of taxes, recorded in AOCI related to FX forward contracts were $3.2 and $3.4 as of June 29, 2013 and December 31, 2012, respectively. We anticipate reclassifying approximately $3.4 of an unrealized loss to income over the next 12 months.

Commodity Contracts

From time to time, we enter into commodity contracts to manage the exposure on forecasted purchases of commodity raw materials (“commodity contracts”). At June 29, 2013 and December 31, 2012, the outstanding notional amount of commodity contracts was 3.9 and 3.3 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 AOCI associated with our commodity contracts to cost of products sold when the forecasted transaction impacts earnings. The unrealized gain (loss), net of taxes, recorded in AOCI was $(1.2) and $0.1 as of June 29, 2013 and December 31, 2012, respectively. We anticipate reclassifying the unrealized loss to income over the next 12 months. The amount of gain/loss recognized during the periods ended June 29, 2013 and June 30, 2012 related to the ineffectiveness of these hedges was not material.

The following summarizes the gross and net fair values of our FX forward and commodity contracts by counterparty at June 29, 2013 and December 31, 2012, respectively:

	June 29, 2013								December 31, 2012
	Gross assets		Gross liabilities			Net assets / liabilities			Gross assets		Gross liabilities			Net assets / liabilities
FX Forward Contracts:
Counterparty A	$	0.2	$	(0.1	)	$	0.1		$	0.2	$	(0.3	)	$	(0.1	)
Counterparty B	0.3		—			0.3			0.1		(0.2		)	(0.1		)
Aggregate of other counterparties	0.1		—			0.1			—		—			—
Totals (1)	$	0.6	$	(0.1	)	$	0.5		$	0.3	$	(0.5	)	$	(0.2	)

Commodity Contracts:
Counterparty A (2)	$	—	$	(1.5	)	$	(1.5	)	$	0.3	$	(0.1	)	$	0.2

(1) We enter into arrangements designed to provide the right of setoff in the event of counterparty default or insolvency, and have elected to offset the fair values of our qualifying financial instruments in our condensed consolidated balance sheets. Amounts presented in our balance sheets are as follows:

	June 29,		December 31,
	2013		2012
Designated as hedging instruments:
Other current assets	$	0.2	$	0.1
Accrued expenses	—		(0.3		)
	0.2		(0.2		)

Not designated as hedging instruments:
Other current assets	0.3		0.1
Accrued expenses	—		(0.1		)
	0.3		—
Net fair value of FX forward contracts in balance sheets	$	0.5	$	(0.2	)

(2) Related contracts are designated as hedging instruments. Net amounts at June 29, 2013 and December 31, 2012 are recorded in “Accrued expenses” and “Other current assets,” respectively.

The following summarizes the fair value of our FX embedded derivative instruments, which are not designated as hedging instruments, and the related balance sheet classification as of June 29, 2013 and December 31, 2012:

	June 29,			December 31,
Balance Sheet Classification	2013			2012
Other current assets	$	0.5		$	0.3
Accrued expenses	(3.8		)	(0.9		)
Other long-term liabilities	(1.0		)	(9.8		)
	$	(4.3	)	$	(10.4	)

The following summarizes the pre-tax gain (loss) recognized in AOCI resulting from derivative financial instruments designated as cash flow hedging relationships for the three and six months ended June 29, 2013 and June 30, 2012:

	Three months ended						Six months ended
	June 29, 2013			June 30, 2012			June 29, 2013			June 30, 2012
FX forward contracts	$	(11.0	)	$	(0.6	)	$	(4.1	)	$	(0.6	)
Commodity contracts	(1.3		)	(0.8		)	(2.3		)	0.2
	$	(12.3	)	$	(1.4	)	$	(6.4	)	$	(0.4	)

The following summarizes the pre-tax gain (loss) related to derivative financial instruments designated as cash flow hedging relationships reclassified from AOCI to income through ‘‘Cost of products sold’’ for the three and six months ended June 29, 2013 and June 30, 2012:

	Three months ended (1)						Six months ended (1)
	June 29, 2013			June 30, 2012			June 29, 2013			June 30, 2012
FX forward contracts	$	(0.2	)	$	(0.9	)	$	(0.8	)	$	(0.4	)
Commodity contracts	0.1			(0.4		)	0.1			(1.0		)
	$	(0.1	)	$	(1.3	)	$	(0.7	)	$	(1.4	)

(1) During the three and six months ended June 29, 2013, losses of $0.2 were recognized in “Other income (expense), net” relating to derivative ineffectiveness and amounts excluded from effectiveness testing. Losses of $0.1 relating to derivative ineffectiveness and amounts excluded from effectiveness testing were recognized in “Other income (expense), net” during the six months ended June 30, 2012.

The following summarizes the gain (loss) recognized in ‘‘Other income (expense), net’’ for the three and six months ended June 29, 2013 and June 30, 2012 related to derivative financial instruments not designated as cash flow hedging relationships:

	Three months ended					Six months ended
	June 29, 2013		June 30, 2012			June 29, 2013			June 30, 2012
FX forward contracts	$	1.1	$	(0.5	)	$	(1.9	)	$	0.2
FX embedded derivatives	2.6		1.6			5.7			(1.3		)
	$	3.7	$	1.1		$	3.8		$	(1.1	)

(12) EQUITY AND STOCK-BASED COMPENSATION

Earnings Per Share

The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income per share:

	Three months ended		Six months ended
	June 29,	June 30,	June 29,	June 30,
	2013	2012	2013	2012
Weighted-average number of common shares used in basic income per share	45.678	49.954	46.044	50.283
Dilutive securities — employee stock options, restricted stock shares and restricted stock units	0.294	0.955	0.660	0.901
Weighted-average number of common shares and dilutive securities used in diluted income per share	45.972	50.909	46.704	51.184

All stock options were included in the computation of diluted earnings per share for the three and six months ended June 29, 2013. The total number of stock options that were not included in the computation of diluted earnings per share because their exercise price was greater than the average market price of common shares was 0.003 and 0.004 for the three and six months ended June 30, 2012, respectively. For the three and six months ended June 29, 2013, 1.181 and 0.708 unvested restricted stock shares and restricted stock units, respectively, were excluded from the computation of diluted income per share because required market thresholds for vesting were not met, compared to 0.752 and 0.500 that were excluded for the three and six months ended June 30, 2012, respectively.

Stock-based Compensation

Stock-based compensation awards may be granted to certain eligible employees or non-employee directors under the 2002 Stock Compensation Plan, as amended in 2006, 2011 and 2012, or to non-employee directors under the 2006 Non-Employee Directors’ Stock Incentive Plan. A detailed description of the awards granted under these plans is included in our 2012 Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the period ended March 30, 2013.

Compensation expense within income from continuing operations related to share-based awards totaled $5.3 and $6.5 for the three months ended June 29, 2013 and June 30, 2012, respectively, and $25.6 and $28.3 for the six months ended June 29, 2013 and June 30, 2012, respectively. The related tax benefit was $2.0 and $2.5 for the three months ended June 29, 2013 and June 30, 2012, respectively, and $9.3 and $10.7 for the six months ended June 29, 2013 and June 30, 2012, respectively.

Accumulated Other Comprehensive Loss

The changes in the components of accumulated other comprehensive loss, net of tax, for the six months ended

June 29, 2013 were as follows:

	Foreign Currency Translation Adjustment			Net Unrealized Losses on Qualifying Cash Flow Hedges (1)			Net Unrealized Losses on Available-for- Sale Securities			Pension and Postretirement Liability Adjustment and Other (2)			Total
Balance at beginning of period	$	298.1		$	(3.3	)	$	(3.1	)	$	(520.6	)	$	(228.9	)
Other comprehensive income (loss) before reclassifications	(72.3		)	(1.6		)	(0.7		)	2.2			(72.4		)
Amounts reclassified from accumulated other comprehensive loss	—			0.5			—			13.0			13.5
Current-period other comprehensive loss	(72.3		)	(1.1		)	(0.7		)	15.2			(58.9		)
Balance at end of period	$	225.8		$	(4.4	)	$	(3.8	)	$	(505.4	)	$	(287.8	)

(1) Net of tax benefit of $2.9 and $2.5 as of June 29, 2013 and December 31, 2012, respectively.

(2) Net of tax benefit of $310.9 and $318.5 as of June 29, 2013 and December 31, 2012, respectively. Includes $5.0 and $3.8 related to our share of the pension liability adjustment for EGS as of June 29, 2013 and December 31, 2012, respectively.

The following summarizes amounts reclassified from each component of accumulated comprehensive loss for the six

months ended June 29, 2013:

	Amount Reclassified from AOCI			Affected Line Item in the Condensed Consolidated Statement of Operations
Losses on qualifying cash flow hedges:
FX forward contracts	$	0.8		Cost of products sold
Commodity contracts	(0.1		)	Cost of products sold
Pre-tax	0.7
Income taxes	(0.2		)
	$	0.5

Amortization of pension and postretirement items:
Unrecognized losses and prior service credits	$	9.7		Cost of products sold
Unrecognized losses and prior service credits	11.0			Selling, general and administrative
Pre-tax	20.7
Income taxes	(7.7		)
	$	13.0

Common Stock in Treasury

On February 16, 2012, we entered into a written trading plan under Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended, to facilitate the repurchase of up to $350.0 of shares of our common stock on or before February 14, 2013, in accordance with a share repurchase program authorized by our Board of Directors. During the first half of 2012, we repurchased 0.992 shares of our common stock under this plan for $75.0. During January of 2013, we repurchased 1.514 shares of our common stock, completing the repurchases under the trading plan, for $104.4. In addition, we repurchased 1.864 shares of our common stock on the open market for $144.6 during the first half of 2013.

During the six months ended June 29, 2013, “Common stock in treasury” was decreased by the settlement of restricted stock units issued from treasury stock of $13.8 and increased by $9.1 for common stock that was surrendered by recipients of restricted stock as a means of funding the related minimum income tax withholding requirements.

During the six months ended June 30, 2012, “Common stock in treasury” was decreased by the settlement of restricted stock units issued from treasury stock of $3.9 and increased by $1.8 for common stock that was surrendered by recipients of restricted stock as a means of funding the related minimum income tax withholding requirements.

Dividends

The dividends declared during each of the first two quarters of 2013 and 2012 were $0.25 per share and totaled $11.4 and $11.5 during the first and second quarters of 2013, respectively, and $12.8 and $12.7 during the first and second quarters of 2012, respectively. First quarter dividends were paid on April 2, 2013 and April 3, 2012. Second quarter dividends were paid on July 2, 2013 and July 3, 2012.

Changes in Equity

A summary of the changes in equity for the three months ended June 29, 2013 and June 30, 2012 is provided below:

	June 29, 2013									June 30, 2012
	SPX									SPX
	Corporation									Corporation
	Shareholders’			Noncontrolling			Total			Shareholders’			Noncontrolling			Total
	Equity			Interests			Equity			Equity			Interests			Equity
Equity, beginning of period	$	2,062.9		$	11.8		$	2,074.7		$	2,280.9		$	9.5		$	2,290.4
Net income	38.8			2.0			40.8			47.4			0.8			48.2
Net unrealized losses on qualifying cash flow hedges, net of tax benefit of $2.9 and $0.2 for the three months ended June 29, 2013 and June 30, 2012, respectively	(5.1		)	—			(5.1		)	—			—			—
Net unrealized losses on available-for-sale securities	(0.2		)	—			(0.2		)	(1.4		)	—			(1.4		)
Pension liability adjustment, net of tax provision of $4.1 and $3.3 for the three months ended June 29, 2013 and June 30, 2012, respectively	6.7			—			6.7			6.8			—			6.8
Foreign currency translation adjustments	14.9			(0.7		)	14.2			(136.0		)	(0.3		)	(136.3		)
Total comprehensive income (loss), net	55.1			1.3			56.4			(83.2		)	0.5			(82.7		)
Dividends declared	(11.5		)	—			(11.5		)	(12.7		)	—			(12.7		)
Exercise of stock options and other incentive plan activity, including related tax benefit of $0.5 for the three months ended June 30, 2012	4.3			—			4.3			5.4			—			5.4
Amortization of restricted stock and restricted stock unit grants, including $0.1 relating to discontinued operations for the three months ended June 30, 2012	5.3			—			5.3			6.6			—			6.6
Restricted stock and restricted stock unit vesting, net of tax withholdings	0.2			—			0.2			—			—			—
Common stock repurchases	(117.6

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

Large Accelerated Filer x		Accelerated Filer o

Non-Accelerated Filer o		Smaller Reporting Company o
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