10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission file number 1-6948

SPX CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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

13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code (704) 752-4400

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

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 requirements for the past 90 days.  x Yes o No

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).  x Yes o No

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer x	Accelerated Filer o
Non-Accelerated Filer o	Smaller Reporting Company o
(Do not check if a smaller reporting company)

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

Common shares outstanding October 25, 2013 45,354,032

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						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Revenues	$	1,145.8		$	1,176.7		$	3,398.2		$	3,465.0
Costs and expenses:
Cost of products sold	810.8			858.9			2,443.6			2,542.4
Selling, general and administrative	233.4			226.0			736.5			732.3
Intangible amortization	8.2			8.8			24.4			26.4
Impairment of intangible assets	—			—			2.0			—
Special charges, net	6.9			6.4			25.1			17.2
Operating income	86.5			76.6			166.6			146.7
Other income (expense), net	(4.1		)	—			(4.2		)	19.0
Interest expense	(27.1		)	(28.7		)	(83.4		)	(85.0		)
Interest income	2.6			1.6			6.2			4.5
Equity earnings in joint ventures	11.4			8.6			30.6			25.0
Income from continuing operations before income taxes	69.3			58.1			115.8			110.2
Income tax provision	(12.3		)	(9.6		)	(17.2		)	(27.0		)
Income from continuing operations	57.0			48.5			98.6			83.2
Income from discontinued operations, net of tax	4.9			12.4			10.2			39.6
Gain (loss) on disposition of discontinued operations, net of tax	0.2			(0.7		)	(2.3		)	(1.6		)
Income from discontinued operations, net of tax	5.1			11.7			7.9			38.0
Net income	62.1			60.2			106.5			121.2
Net income (loss) attributable to noncontrolling interests	(0.8		)	2.4			2.5			2.5
Net income attributable to SPX Corporation common shareholders	$	62.9		$	57.8		$	104.0		$	118.7
Amounts attributable to SPX Corporation common shareholders:
Income from continuing operations, net of tax	$	57.8		$	46.1		$	96.3		$	80.5
Income from discontinued operations, net of tax	5.1			11.7			7.7			38.2
Net income	$	62.9		$	57.8		$	104.0		$	118.7
Basic income per share of common stock:
Income from continuing operations attributable to SPX Corporation common shareholders	$	1.29		$	0.92		$	2.11		$	1.60
Income from discontinued operations attributable to SPX Corporation common shareholders	0.12			0.24			0.17			0.77
Net income per share attributable to SPX Corporation common shareholders	$	1.41		$	1.16		$	2.28		$	2.37
Weighted-average number of common shares outstanding — basic	44.709			49.958			45.592			50.174
Diluted income per share of common stock:
Income from continuing operations attributable to SPX Corporation common shareholders	$	1.28		$	0.92		$	2.09		$	1.58
Income from discontinued operations attributable to SPX Corporation common shareholders	0.12			0.24			0.16			0.76
Net income per share attributable to SPX Corporation common shareholders	$	1.40		$	1.16		$	2.25		$	2.34
Weighted-average number of common shares outstanding — diluted	45.037			50.038			46.140			50.799
Comprehensive income	$	137.6		$	139.6		$	121.8		$	134.9

The accompanying notes are an integral part of these statements.

2

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

	September 28,			December 31,
	2013			2012
ASSETS
Current assets:
Cash and equivalents	$	490.7		$	984.1
Accounts receivable, net	1,200.2			1,311.8
Inventories, net	570.1			522.9
Other current assets	143.1			148.7
Deferred income taxes	74.7			92.4
Assets of discontinued operations	157.8			142.6
Total current assets	2,636.6			3,202.5
Property, plant and equipment:
Land	45.1			43.5
Buildings and leasehold improvements	384.6			389.7
Machinery and equipment	781.5			776.4
	1,211.2			1,209.6
Accumulated depreciation	(509.7		)	(480.8		)
Property, plant and equipment, net	701.5			728.8
Goodwill	1,511.9			1,509.8
Intangibles, net	927.2			955.3
Other assets	771.7			733.7
TOTAL ASSETS	$	6,548.9		$	7,130.1
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	482.3		$	553.1
Accrued expenses	935.1			980.0
Income taxes payable	15.0			126.5
Short-term debt	29.7			33.4
Current maturities of long-term debt	98.4			8.7
Liabilities of discontinued operations	31.5			34.9
Total current liabilities	1,592.0			1,736.6
Long-term debt	1,558.7			1,649.9
Deferred and other income taxes	323.7			251.1
Other long-term liabilities	933.0			1,212.5
Total long-term liabilities	2,815.4			3,113.5
Commitments and contingent liabilities (Note 13)
Equity:
SPX Corporation shareholders’ equity:
Common stock (99,748,064 and 45,339,854 issued and outstanding at September 28, 2013, respectively, 99,453,784 and 48,303,707 issued and outstanding at December 31, 2012, respectively)	1,003.9			998.9
Paid-in capital	1,567.7			1,553.7
Retained earnings	2,766.3			2,696.6
Accumulated other comprehensive loss	(213.0		)	(228.9		)
Common stock in treasury (54,408,210 and 51,150,077 shares at September 28, 2013 and December 31, 2012, respectively)	(2,997.5		)	(2,751.6		)
Total SPX Corporation shareholders’ equity	2,127.4			2,268.7
Noncontrolling interests	14.1			11.3
Total equity	2,141.5			2,280.0
TOTAL LIABILITIES AND EQUITY	$	6,548.9		$	7,130.1

The accompanying notes are an integral part of these statements.

3

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

	Nine months ended
	September 28,			September 29,
	2013			2012
Cash flows used in operating activities:
Net income	$	106.5		$	121.2
Less: Income from discontinued operations, net of tax	7.9			38.0
Income from continuing operations	98.6			83.2
Adjustments to reconcile income from continuing operations to net cash used in operating activities:
Special charges, net	25.1			17.2
Impairment of intangible assets	2.0			—
Gain on sale of a business	—			(20.5		)
Deferred and other income taxes	89.3			5.4
Depreciation and amortization	84.5			81.7
Pension and other employee benefits	32.2			43.7
Stock-based compensation	29.3			33.9
Other, net	4.2			10.7
Changes in operating assets and liabilities, net of effects from acquisition and divestitures:
Accounts receivable and other assets	78.1			(192.4		)
Inventories	(58.5		)	(22.4		)
Accounts payable, accrued expenses and other	(263.8		)	(175.1		)
Discretionary pension contribution	(250.0		)	—
Cash spending on restructuring actions	(21.1		)	(15.3		)
Net cash used in continuing operations	(150.1		)	(149.9		)
Net cash used in discontinued operations	(7.4		)	(3.3		)
Net cash used in operating activities	(157.5		)	(153.2		)
Cash flows used in investing activities:
Proceeds from asset sales and other, net	9.8			10.0
(Increase) decrease in restricted cash	(0.1		)	1.9
Business acquisition, net of cash acquired	—			(30.5		)
Capital expenditures	(42.5		)	(56.2		)
Net cash used in continuing operations	(32.8		)	(74.8		)
Net cash from (used in) discontinued operations	1.5			(6.1		)
Net cash used in investing activities	(31.3		)	(80.9		)
Cash flows from (used in) financing activities:
Borrowings under senior credit facilities	287.0			886.0
Repayments under senior credit facilities	(287.0		)	(781.9		)
Borrowings under trade receivables agreement	35.0			127.3
Repayments under trade receivables agreement	(35.0		)	(81.3		)
Net repayments under other financing arrangements	(9.7		)	(4.8		)
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	(16.5		)	5.1
Financing fees paid	—			(0.2		)
Change in noncontrolling interest in subsidiary	1.9			—
Dividends paid	(23.5		)	(38.5		)
Net cash from (used in) continuing operations	(296.8		)	36.7
Net cash from discontinued operations	—			—
Net cash from (used in) financing activities	(296.8		)	36.7
Change in cash and equivalents due to changes in foreign currency exchange rates	(7.8		)	(7.3		)
Net change in cash and equivalents	(493.4		)	(204.7		)
Consolidated cash and equivalents, beginning of period	984.1			551.0
Consolidated cash and equivalents, end of period	$	490.7		$	346.3

The accompanying notes are an integral part of these statements.

4

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 $11.4 and $30.5 for the three and nine months ended September 28, 2013, respectively, and $8.6 and $25.1 for the three and nine months ended September 29, 2012, respectively. Summarized financial results of EGS for the three and nine months ended June 30, 2013 and 2012 were as follows:

	Three months ended				Nine months ended
	June 30,		June 30,		June 30,		June 30,
	2013		2012		2013		2012
Revenues	$	129.1	$	127.5	$	380.2	$	387.2
Gross profit	57.0		52.8		164.7		161.7
Income from continuing operations	25.7		19.4		68.5		56.4
Net income	25.7		19.4		68.5		56.4

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 nine months ended September 28, 2013 and September 29, 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 may not be indicative of full year results. We have reclassified certain prior period amounts, including the results of discontinued operations, to conform to the current period 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 were 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.

5

(2)NEW ACCOUNTING PRONOUNCEMENTS

The following is a summary of new accounting pronouncements that 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 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.

In July 2013, the FASB issued an amendment to guidance to resolve the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward (collectively, a “carryforward”) exists. An unrecognized tax benefit, or portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for the carryforward, except to the extent (i) the carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or (ii) the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose.  In these cases, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This amendment applies to all entities that have unrecognized tax benefits when a carryforward exists at the reporting date. This amendment is effective for interim and annual reporting periods beginning after December 15, 2013 and shall be applied prospectively to all unrecognized tax benefits that exist at the effective date, with retrospective application permitted. We have not yet adopted this guidance and do not expect the adoption to have a material impact on our consolidated financial statements.

6

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

Acquisition

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.

Discontinued Operations

As part of our operating strategy, we regularly review and negotiate 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. During the third quarter of 2013, we committed to a plan to divest certain non-strategic businesses which were previously reported within Industrial Products and Services and Other. These businesses have been reported, for all periods presented, as discontinued operations within the accompanying condensed consolidated financial statements. We are actively pursuing the sale of these businesses and anticipate that the sales will be completed during the next twelve months.

The following businesses were discontinued in a prior quarter:

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 during that quarter, with the loss associated primarily with severance costs and asset impairment charges. During the third quarter of 2013, we recorded a gain, net of taxes, of $3.6 associated primarily with the sale of a perpetual license related to certain of the business’s intangible assets. Proceeds related to the above sales transaction totaled $6.9.

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 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 nine months ended September 28, 2013, we reduced the net gain by $3.1 and $1.5, respectively, associated primarily with the working capital settlement and revisions to income tax and other retained liabilities related to the sale. During the third quarter of 2013, we received $0.8 associated with the working capital settlement.

7

In addition to the businesses discussed above, we recognized net losses of $0.3 and $1.9 during the three and nine months ended September 28, 2013, respectively, and net losses of $0.7 and $1.6 during the three and nine months ended September 29, 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 periods.

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 nine months ended September 28, 2013 and September 29, 2012, income from discontinued operations and the related income taxes are shown below:

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Income from discontinued operations	$	8.7		$	17.7		$	12.2		$	57.7
Income tax provision	(3.6		)	(6.0		)	(4.3		)	(19.7		)
Income from discontinued operations, net	$	5.1		$	11.7		$	7.9		$	38.0

For the three and nine months ended September 28, 2013 and September 29, 2012, results of operations for our businesses reported as discontinued operations were as follows:

	Three months ended				Nine months ended
	September 28,		September 29,		September 28,		September 29,
	2013		2012		2013		2012
Revenues	$	50.7	$	269.6	$	154.2	$	877.8
Pre-tax income	8.3		18.8		15.0		60.5

The major classes of assets and liabilities, excluding intercompany balances, of the businesses reported as discontinued operations included in the accompanying condensed consolidated balance sheets are shown below:

	September 28,		December 31,
	2013		2012
Assets:
Accounts receivable, net	$	28.4	$	21.2
Inventories, net	40.9		32.7
Other current assets	1.1		1.2
Property, plant and equipment, net	16.8		16.2
Goodwill and intangibles, net	70.6		71.3
Assets of discontinued operations	$	157.8	$	142.6
Liabilities:
Accounts payable	$	17.1	$	18.3
Accrued expenses	14.4		16.6
Liabilities of discontinued operations	$	31.5	$	34.9

8

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 19.4 received in July 2013. 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 on 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 the 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. The operating segments in this “All Other” category generally serve 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

9

equipment, communications and signal monitoring systems, fare collection systems, portable cable and pipe locators, and precision controlled industrial ovens and chambers.

As indicated in Note 3, during the third quarter of 2013, we committed to a plan to divest certain of these operating segments, which have been included in discontinued operations in the condensed consolidated financial statements herein, for all periods presented.

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						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Revenues (1):
Flow Technology reportable segment	$	651.6		$	648.6		$	1,918.0		$	1,954.0
Thermal Equipment and Services reportable segment	324.1			375.5			979.5			1,044.2
Industrial Products and Services and Other	170.1			152.6			500.7			466.8
Total revenues	$	1,145.8		$	1,176.7		$	3,398.2		$	3,465.0
Income:
Flow Technology reportable segment	$	83.1		$	78.1		$	205.1		$	194.3
Thermal Equipment and Services reportable segment	21.7			29.1			49.6			55.8
Industrial Products and Services and Other	24.7			17.0			69.1			55.9
Total income for reportable and other operating segments	129.5			124.2			323.8			306.0
Corporate expense	(26.2		)	(24.9		)	(82.2		)	(79.3		)
Pension and postretirement expense	(6.2		)	(10.7		)	(18.6		)	(28.9		)
Stock-based compensation expense	(3.7		)	(5.6		)	(29.3		)	(33.9		)
Impairment of intangible assets	—			—			(2.0		)	—
Special charges, net	(6.9		)	(6.4		)	(25.1		)	(17.2		)
Consolidated operating income	$	86.5		$	76.6		$	166.6		$	146.7

(1)Under the percentage of completion method, we recognized revenues of $317.2 and $394.9 in the three months ended September 28, 2013 and September 29, 2012, respectively. For the nine months ended September 28, 2013 and September 29, 2012, revenues under the percentage of completion method were $1,012.9 and $1,129.6, respectively. Costs and estimated earnings in excess of billings on contracts accounted for under the percentage of completion method were $303.8 and $359.7 as of September 28, 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 $208.3 and $248.6 as of September 28, 2013 and December 31, 2012, respectively. The September 28, 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.

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(5)SPECIAL CHARGES, NET

Special charges, net, for the three and nine months ended September 28, 2013 and September 29, 2012 are summarized and described in more detail below:

	Three months ended				Nine months ended
	September 28,		September 29,		September 28,		September 29,
	2013		2012		2013		2012
Flow Technology reportable segment	$	6.4	$	5.5	$	11.4	$	12.7
Thermal Equipment and Services reportable segment	0.4		0.4		12.0		2.8
Industrial Products and Services and Other	0.1		0.3		1.2		0.3
Corporate	—		0.2		0.5		1.4
Total	$	6.9	$	6.4	$	25.1	$	17.2

Flow Technology reportable segment — Charges for the three and nine months ended September 28, 2013 related primarily to severance costs associated with (i) restructuring initiatives at Clyde Union locations in the U.K. and the U.S. and (ii) the operational realignment of the segment’s reporting structure. These actions were taken primarily to reduce the cost base of Clyde Union, as we continue to integrate the business into our Flow Technology reportable segment, and to further align the segment’s operational structure to its key end-markets. Charges for the three and nine months ended September 29, 2012 related primarily to cost reduction initiatives for the segment’s components business in Europe and at locations in Canada and Denmark, as well as costs associated with the relocation of the segment’s Americas shared service center from Des Plaines, IL to Charlotte, NC, the initial integration of Clyde Union, and the reorganization of the segment’s systems business.

Thermal Equipment and Services reportable segment — Charges for the three and nine months ended September 28, 2013 related primarily to severance and other 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 in response to reduced demand for nuclear power products and services in Europe. Charges for the three and nine months ended September 29, 2012 related primarily to costs associated with restructuring initiatives at two locations in China, including asset impairment charges of $0.1 and $1.4, respectively, and severance costs associated with transferring certain functions of our boiler and heating products business to Chicago, IL.

Industrial Products and Services and Other — Charges for the three and nine months ended September 28, 2013 related primarily to costs associated with restructuring initiatives at various locations in the U.S. Charges for the three and nine months ended September 29, 2012 related primarily to the consolidation of two locations in Maine.

Corporate — Charges for the nine months ended September 28, 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 nine months ended September 29, 2012 related primarily to costs associated with consolidating certain corporate functions and our legal entity reduction initiative.

Expected charges still to be incurred under actions approved as of September 28, 2013 are approximately $4.0.

The following is an analysis of our restructuring liabilities for the nine months ended September 28, 2013 and September 29, 2012:

	Nine months ended
	September 28,			September 29,
	2013			2012
Balance at beginning of period	$	16.4		$	11.0
Special charges (1)	27.5			14.9
Utilization — cash (2)	(23.8		)	(15.3		)
Currency translation adjustment and other	0.5			0.1
Balance at end of period	$	20.6		$	10.7

(1)The nine months ended September 28, 2013 and September 29, 2012 included $4.4 and $0, respectively, of charges that related to discontinued operations for which we have retained the related liabilities, and excluded $2.0 and $2.3, respectively, of non-cash charges that did not impact the restructuring liabilities.

(2)The nine months ended September 28, 2013 included $2.7 of cash utilized to settle retained liabilities of discontinued operations.

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(6)INVENTORIES, NET

Inventories, net, comprised the following:

	September 28,			December 31,
	2013			2012
Finished goods	$	160.0		$	127.7
Work in process	191.7			161.7
Raw material and purchased parts	238.6			253.2
Total FIFO cost	590.3			542.6
Excess of FIFO cost over LIFO inventory value	(20.2		)	(19.7		)
Total inventories, net	$	570.1		$	522.9

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 18% of total inventory at September 28, 2013 and December 31, 2012, respectively. Other inventories are valued using the first-in, first-out (“FIFO”) method.

(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			September 28,
	2012			combinations		Impairments		and other			2013
Flow Technology reportable segment
Gross goodwill	$	1,114.6		$	—	$	—	$	1.7		$	1,116.3
Accumulated impairments	—			—		—		—			—
Goodwill	1,114.6			—		—		1.7			1,116.3
Thermal Equipment and Services reportable segment
Gross goodwill	563.7			—		—		4.4			568.1
Accumulated impairments	(395.7		)	—		—		(2.8		)	(398.5		)
Goodwill	168.0			—		—		1.6			169.6
Industrial Products and Services and Other
Gross goodwill	367.6			—		—		(1.3		)	366.3
Accumulated impairments	(140.4		)	—		—		0.1			(140.3		)
Goodwill	227.2			—		—		(1.2		)	226.0
Total
Gross goodwill	2,045.9			—		—		4.8			2,050.7
Accumulated impairments	(536.1		)	—		—		(2.7		)	(538.8		)
Goodwill	$	1,509.8		$	—	$	—	$	2.1		$	1,511.9

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Other Intangibles

Identifiable intangible assets comprised the following:

	September 28, 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	$	8.6	$	(8.2	)	$	0.4	$	8.6	$	(8.0	)	$	0.6
Technology	195.0		(49.6		)	145.4		190.3		(41.4		)	148.9
Customer relationships	409.1		(73.8		)	335.3		415.2		(58.1		)	357.1
Other	29.2		(17.3		)	11.9		29.0		(16.1		)	12.9
	641.9		(148.9		)	493.0		643.1		(123.6		)	519.5
Trademarks with indefinite lives	434.2		—			434.2		435.8		—			435.8
Total	$	1,076.1	$	(148.9	)	$	927.2	$	1,078.9	$	(123.6	)	$	955.3

At September 28, 2013, the net carrying value of intangible assets with determinable lives were $437.4 in the Flow Technology reportable segment, $48.5 in the Thermal Equipment and Services reportable segment and $7.1 in Industrial Products and Services and Other. At September 28, 2013, trademarks with indefinite lives were $289.3 in the Flow Technology reportable segment, $126.2 in the Thermal Equipment and Services reportable segment and $18.7 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.  Clyde Union’s ability to recover its goodwill is highly dependent on the level of future orders and a continuous improvement in profitability.  Order rates for the first nine months of 2013 generally have been consistent with the related assumptions included in the business’s 2012 annual goodwill impairment analysis and order rates for the foreseeable future are expected to remain at current levels or improve as the oil and gas end-markets served by Clyde Union remain strong.  Clyde Union’s profitability for each of the first three quarters of 2013 has improved sequentially, with further improvement expected in the fourth quarter of 2013 and into 2014 and the years thereafter, primarily as a result of improvements in project selection and execution as well as cost reductions associated with the restructuring actions undertaken in 2012 and 2013.  As such, we believe that the financial forecasts included in Clyde Union’s 2012 annual goodwill impairment analysis remain achievable and, thus, conclude that there have been no events or changes in circumstances 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 $387.0 at September 28, 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.

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(8)WARRANTY

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

	Nine months ended
	September 28,			September 29,
	2013			2012
Balance at beginning of period	$	59.7		$	55.7
Provision	15.1			16.6
Usage	(22.4		)	(18.8		)
Balance at end of period	52.4			53.5
Less: Current portion of warranty	42.6			43.7
Non-current portion of warranty	$	9.8		$	9.8

(9)EMPLOYEE BENEFIT PLANS

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

Domestic Pension Plans

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Service cost	$	1.9		$	2.9		$	5.6		$	7.6
Interest cost	12.0			13.6			36.0			40.6
Expected return on plan assets	(18.8		)	(15.7		)	(56.3		)	(47.5		)
Amortization of unrecognized losses	9.0			7.6			27.0			21.3
Amortization of unrecognized prior service credits	—			(0.2		)	—			(0.4		)
Curtailment loss	—			—			—			0.1
Net periodic pension benefit expense	$	4.1		$	8.2		$	12.3		$	21.7

Foreign Pension Plans

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Service cost	$	0.6		$	0.7		$	2.0		$	2.0
Interest cost	3.4			3.6			10.0			10.8
Expected return on plan assets	(4.4		)	(4.2		)	(13.1		)	(12.4		)
Amortization of unrecognized losses	0.7			0.4			2.0			1.1
Total net periodic pension benefit expense	0.3			0.5			0.9			1.5
Less: Net periodic pension benefit expense of discontinued operations	(0.2		)	(0.3		)	(0.6		)	(0.9		)
Net periodic pension benefit expense of continuing operations	$	0.1		$	0.2		$	0.3		$	0.6

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Postretirement Plans

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Service cost	$	0.1		$	0.1		$	0.3		$	0.3
Interest cost	1.2			1.7			3.6			4.6
Amortization of unrecognized losses	1.1			0.8			3.1			2.7
Amortization of unrecognized prior service credits	(0.4		)	(0.3		)	(1.0		)	(1.0		)
Net periodic postretirement benefit expense	$	2.0		$	2.3		$	6.0		$	6.6

Employer Contributions

During the first nine months of 2013, we made contributions to our domestic and foreign pension plans of approximately $293.0, 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 $9.4 in the first nine months of 2013. Of our 2013 contributions, $1.8 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 nine months ended September 28, 2013:

	December 31,									September 28,
	2012		Borrowings		Repayments			Other (4)		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		(12.7		)	4.5		111.8
Total debt	1,692.0		$	325.0	$	(334.7	)	$	4.5	1,686.8
Less: short-term debt	33.4									29.7
Less: current maturities of long-term debt	8.7									98.4
Total long-term debt	$	1,649.9								$	1,558.7

(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 September 28, 2013, we could borrow under this arrangement, on a continuous basis, up to $80.0, as available. At September 28, 2013, we had $42.6 of available borrowing capacity under this facility.

(3)Primarily included capital lease obligations of $75.6 and $82.3, and balances under purchase card programs of $27.6 and $27.9 at September 28, 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.

15

Senior Credit Facilities

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

At September 28, 2013, we had $61.3 and $675.2, 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 $6.7 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 2.3% at September 28, 2013.

At September 28, 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 British Pound (“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”), because the currency of exchange is not “clearly and closely” related to the functional currency of either party to the transaction. Certain of our FX forward contracts are designated as cash flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings, but are included in AOCI. These changes in fair value are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded as a component of “Other income (expense), net” in the period in which 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 in which it occurs.

We had FX forward contracts with an aggregate notional amount of $138.7 and $107.3 outstanding as of September 28, 2013 and December 31, 2012, respectively. These FX forward contracts had maturity dates ranging, primarily, from one to two years. We also had FX embedded derivatives with an aggregate notional amount of $128.9 and $96.3 at September 28, 2013 and December 31, 2012, respectively. The unrealized losses, net of taxes, recorded in AOCI related to FX forward contracts were $1.7 and $3.4 as of September 28, 2013 and December 31, 2012, respectively. We anticipate reclassifying approximately $1.3 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 September 28, 2013 and December 31, 2012, the outstanding notional amount of commodity contracts was 3.7 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 $(0.4) and $0.1 as of September 28, 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 September 28, 2013 and September 29, 2012 related to the ineffectiveness of these hedges was not material.

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The following summarizes the gross and net fair values of our FX forward and commodity contracts by counterparty at September 28, 2013 and December 31, 2012, respectively:

	September 28, 2013								December 31, 2012
	Gross assets		Gross liabilities			Net assets / liabilities			Gross assets		Gross liabilities			Net assets / liabilities
FX Forward Contracts:
Counterparty A	$	0.5	$	—		$	0.5		$	0.2	$	(0.3	)	$	(0.1	)
Counterparty B	0.1		(0.6		)	(0.5		)	0.1		(0.2		)	(0.1		)
Totals (1)	$	0.6	$	(0.6	)	$	—		$	0.3	$	(0.5	)	$	(0.2	)
Commodity Contracts:
Counterparty A (2)	$	0.1	$	—		$	0.1		$	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:

	September 28,			December 31,
	2013			2012
Designated as hedging instruments:
Other current assets	$	0.1		$	0.1
Accrued expenses	—			(0.3		)
	0.1			(0.2		)
Not designated as hedging instruments:
Other current assets	0.4			0.1
Accrued expenses	(0.5		)	(0.1		)
	(0.1		)	—
Net fair value of FX forward contracts in balance sheets	$	—		$	(0.2	)

(2)Related contracts are designated as hedging instruments. Net amounts at September 28, 2013 and December 31, 2012 are recorded in “Other current assets”.

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 September 28, 2013 and December 31, 2012:

	September 28,			December 31,
Balance Sheet Classification	2013			2012
Other current assets	$	0.6		$	0.3
Other noncurrent assets	0.8			—
Accrued expenses	(6.1		)	(0.9		)
Other long-term liabilities	(0.6		)	(9.8		)
	$	(5.3	)	$	(10.4	)

17

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 nine months ended September 28, 2013 and September 29, 2012:

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
FX forward contracts	$	(0.2	)	$	(0.6	)	$	(4.2	)	$	(1.2	)
Commodity contracts	0.8			0.8			(1.5		)	1.0
	$	0.6		$	0.2		$	(5.7	)	$	(0.2	)

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 ‘‘Revenues’’ for FX forward contracts and ‘‘Cost of products sold’’ for commodity contracts for the three and nine months ended September 28, 2013 and September 29, 2012 :

	Three months ended (1)						Nine months ended (1)
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
FX forward contracts	$	(2.1	)	$	(0.8	)	$	(3.0	)	$	(1.2	)
Commodity contracts	(0.6		)	0.3			(0.5		)	(0.7		)
	$	(2.7	)	$	(0.5	)	$	(3.5	)	$	(1.9	)

(1)During the nine months ended September 28, 2013, losses of $0.2 were recognized in “Other income (expense), net” relating to derivative ineffectiveness and amounts excluded from effectiveness testing. During the three and nine months ended September 29, 2012, losses of $0.2 and $0.3 were recognized in other income (expense), net relating to derivative ineffectiveness and amounts excluded from effectiveness testing.

The following summarizes the gain (loss) recognized in ‘‘Other income (expense), net’’ for the three and nine months ended September 28, 2013 and September 29, 2012 related to derivative financial instruments not designated as cash flow hedging relationships:

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
FX forward contracts	$	0.9		$	1.8		$	(1.0	)	$	2.0
FX embedded derivatives	(0.8		)	(1.8		)	4.9			(3.1		)
	$	0.1		$	—		$	3.9		$	(1.1	)

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(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		Nine months ended
	September 28,	September 29,	September 28,	September 29,
	2013	2012	2013	2012
Weighted-average number of common shares used in basic income per share	44.709	49.958	45.592	50.174
Dilutive securities — employee stock options, restricted stock shares and restricted stock units	0.328	0.080	0.548	0.625
Weighted-average number of common shares and dilutive securities used in diluted income per share	45.037	50.038	46.140	50.799

All stock options were included in the computation of diluted income per share for the three and nine months ended September 28, 2013. The total number of stock options not included in the computation of diluted income per share because their exercise price was greater than the average market price of common shares was 0.003 for both the three and nine months ended September 29, 2012. For the three and nine months ended September 28, 2013, 0.857 and 0.758 of 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 1.784 and 0.931 that were excluded for the three and nine months ended September 29, 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 $3.7 and $5.6 for the three months ended September 28, 2013 and September 29, 2012, respectively, and $29.3 and $33.9 for the nine months ended September 28, 2013 and September 29, 2012, respectively. The related tax benefit was $1.4 and $2.2 for the three months ended September 28, 2013 and September 29, 2012, respectively, and $10.7 and $12.9 for the nine months ended September 28, 2013 and September 29, 2012, respectively.

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Accumulated Other Comprehensive Loss

The changes in the components of accumulated other comprehensive loss, net of tax, for the three months ended September 28, 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	$	225.8	$	(4.4	)	$	(3.8	)	$	(505.4	)	$	(287.8	)
Other comprehensive gain (loss) before reclassifications	70.1		0.5			(0.8		)	(3.3		)	66.5
Amounts reclassified from accumulated other comprehensive loss	—		1.8			—			6.5			8.3
Current-period other comprehensive gain (loss)	70.1		2.3			(0.8		)	3.2			74.8
Balance at end of period	$	295.9	$	(2.1	)	$	(4.6	)	$	(502.2	)	$	(213.0	)

(1)Net of tax benefit of $1.9 and $2.9 as of September 28, 2013 and June 29, 2013, respectively.

(2)Net of tax benefit of $307.6 and $310.9 as of September 28, 2013 and June 29, 2013, respectively. Includes $5.0 related to our share of the pension liability adjustment for EGS as of September 28, 2013 and June 29, 2013.

The changes in the components of accumulated other comprehensive loss, net of tax, for the nine months ended September 28, 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 loss before reclassifications	(2.2		)	(1.1		)	(1.5		)	(1.1		)	(5.9		)
Amounts reclassified from accumulated other comprehensive loss	—			2.3			—			19.5			21.8
Current-period other comprehensive gain (loss)	(2.2		)	1.2			(1.5		)	18.4			15.9
Balance at end of period	$	295.9		$	(2.1	)	$	(4.6	)	$	(502.2	)	$	(213.0	)

(1)Net of tax benefit of $1.9 and $2.5 as of September 28, 2013 and December 31, 2012, respectively.

(2)Net of tax benefit of $307.6 and $318.5 as of September 28, 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 September 28, 2013 and December 31, 2012, respectively.

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The following summarizes amounts reclassified from each component of accumulated comprehensive loss for the three and nine months ended September 28, 2013:

	Amount Reclassified from AOCI
	Three months ended			Nine months ended			Affected Line Item in the
	September 28,			September 28,			Condensed Consolidated Statement
	2013			2013			of Operations
Losses on qualifying cash flow hedges:
FX forward contracts	$	2.2		$	3.0		Revenues
Commodity contracts	0.6			0.5			Cost of products sold
Pre-tax	2.8			3.5
Income taxes	(1.0		)	(1.2		)
	$	1.8		$	2.3
Amortization of pension and postretirement items:
Unrecognized losses and prior service credits	$	4.5		$	14.2		Cost of products sold
Unrecognized losses and prior service credits	5.9			16.9			Selling, general and administrative
Pre-tax	10.4			31.1
Income taxes	(3.9		)	(11.6		)
	$	6.5		$	19.5

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 2012, we repurchased 3.606 shares of our common stock under this plan for $245.6, including $75.0 of repurchases during the first nine months of 2012. 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 nine months of 2013.

During the nine months ended September 28, 2013, “Common stock in treasury” was decreased by the settlement of restricted stock units issued from treasury stock of $14.1 and increased by $11.0 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 nine months ended September 29, 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 three quarters of 2013 and 2012 were $0.25 per share and totaled $11.4, $11.5 and $11.4 during the first, second and third quarters of 2013, respectively, and $12.8, $12.7 and $12.7 during the first, second and third quarters of 2012, respectively. Third quarter dividends were paid on October 2, 2013 and October 3, 2012.

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Changes in Equity

A summary of the changes in equity for the three months ended September 28, 2013 and September 29, 2012 is provided below:

	September 28, 2013									September 29, 2012
	SPX									SPX
	Corporation									Corporation
	Shareholders’			Noncontrolling			Total			Shareholders’			Noncontrolling			Total
	Equity			Interests			Equity			Equity			Interests			Equity
Equity, beginning of period	$	1,998.7		$	12.9		$	2,011.6		$	2,165.2		$	10.1		$	2,175.3
Net income (loss)	62.9			(0.8		)	62.1			57.8			2.4			60.2
Net unrealized gains on qualifying cash flow hedges, net of tax provision of $1.0 and $0.3 for the three months ended September 28, 2013 and September 29, 2012, respectively	2.3			—			2.3			0.5			—			0.5
Net unrealized losses on available-for-sale securities	(0.8		)	—			(0.8		)	(2.9		)	—			(2.9		)
Pension liability adjustment, net of tax provision of $3.3 and $2.5 for the three months ended September 28, 2013 and September 29, 2012, respectively	3.2			—			3.2			3.7			—			3.7
Foreign currency translation adjustments	70.1			0.7			70.8			77.8			0.3			78.1
Total comprehensive income (loss), net	137.7			(0.1		)	137.6			136.9			2.7			139.6
Dividends declared	(11.4		)	—			(11.4		)	(12.7		)	—			(12.7		)
Exercise of stock options and other incentive plan activity, including related tax benefit of $0.1 for the three months ended September 29, 2012	3.7			—			3.7			4.6			—			4.6
Amortization of restricted stock and restricted stock unit grants, including $0.4 relating to discontinued operations for the three months ended September 29, 2012	3.7			—			3.7			6.0			—			6.0
Restricted stock and restricted stock unit vesting, net of tax withholdings	(2.0		)	—			(2.0		)	—			—			—
Dividends attributable to noncontrolling interests	—			—			—			—			(0.7		)	(0.7		)
Other changes in noncontrolling interests	(3.0		)	1.3			(1.7		)	—			—			—
Equity, end of period	$	2,127.4		$	14.1		$	2,141.5		$	2,300.0		$	12.1		$	2,312.1

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A summary of the changes in equity for the nine months ended September 28, 2013 and September 29, 2012 is provided below:

	September 28, 2013									September 29, 2012
	SPX									SPX
	Corporation									Corporation
	Shareholders’			Noncontrolling			Total			Shareholders’			Noncontrolling			Total
	Equity			Interests			Equity			Equity			Interests			Equity
Equity, beginning of period	$	2,268.7		$	11.3		$	2,280.0		$	2,227.3		$	10.0		$	2,237.3
Net income	104.0			2.5			106.5			118.7			2.5			121.2
Net unrealized gains on qualifying cash flow hedges, net of tax provision of $0.6 and $0.6 for the nine months ended September 28, 2013 and September 29, 2012, respectively	1.2			—			1.2			1.1			—			1.1
Net unrealized losses on available-for-sale securities	(1.5		)	—			(1.5		)	(1.5		)	—			(1.5		)
Pension liability adjustment, net of tax provision of $10.9 and $7.6 for the nine months ended September 28, 2013 and September 29, 2012, respectively	18.4			—			18.4			13.2			—			13.2
Foreign currency translation adjustments	(2.2		)	(0.6		)	(2.8		)	0.6			0.3			0.9
Total comprehensive income, net	119.9			1.9			121.8			132.1			2.8			134.9
Dividends declared	(34.3		)	—			(34.3		)	(38.2		)	—			(38.2		)
Exercise of stock options and other incentive plan activity, including tax benefit of $5.8 and $3.6 for the the nine months ended September 28, 2013 and September 29, 2012, respectively	18.1			—			18.1			23.2			—			23.2
Amortization of restricted stock and stock unit grants, including $1.0 relating to discontinued operations for the nine months ended September 29, 2012	29.3			—			29.3			34.9			—			34.9
Restricted stock and restricted stock unit vesting, net of tax withholdings	(22.3		)	—			(22.3		)	(4.3		)	—			(4.3		)
Common stock repurchases	(249.0		)	—			(249.0		)	(75.0		)	—			(75.0		)
Dividends attributable to noncontrolling interest	—			—			—			—			(0.7		)	(0.7		)
Other changes in noncontrolling interests	(3.0		)	0.9			(2.1		)	—			—			—
Equity, end of period	$	2,127.4		$	14.1		$	2,141.5		$	2,300.0		$	12.1		$	2,312.1

(13)CONTINGENT LIABILITIES AND OTHER MATTERS

General

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 currently unaware, 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

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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 material effect, individually or in the aggregate, on our financial position, results of operations and cash flows. These accruals totaled $548.8 (including $502.5 for risk management matters) and $548.6 (including $501.3 for risk management matters) at September 28, 2013 and December 31, 2012, respectively. Of these amounts, $499.8 and $497.0 were included in “Other long-term liabilities” within our condensed consolidated balance sheets at September 28, 2013 and December 31, 2012, respectively, with the remainder included in “Accrued expenses.” It is reasonably possible that our ultimate liability for these items could exceed the amount of the recorded accruals; however, we believe the estimated amount of any potential additional liability would not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

We had insurance recovery assets related to risk management matters of $432.8 and $430.6 at September 28, 2013 and December 31, 2012, respectively, included in “Other assets” within our condensed consolidated balance sheets.

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 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 condensed consolidated balance sheets because, based on actual operating results for 2012, we do not believe Clyde Union achieved the required minimum Annual 2012 Group EBITDA.

Litigation Matters

We are subject to litigation matters that arise in the normal course of business.  We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

Environmental Matters

Our operations and properties are subject to federal, state, local and foreign regulatory requirements relating to environmental protection. It is our policy to comply fully with all applicable requirements. As part of our effort to comply, we have a comprehensive environmental compliance program that includes environmental audits conducted by internal and external independent professionals, as well as regular communications with our operating units regarding environmental compliance requirements and anticipated regulations. Based on current information, we believe that our operations are in substantial compliance with applicable environmental laws and regulations, and we are not aware of any violations that could have a material effect, individually or in the aggregate, on our business, financial position, results of operations or cash flows. We have liabilities for site investigation and/or remediation at 94 sites (95 sites at December 31, 2012) that we own or control. In addition, while we believe that we maintain adequate accruals to cover the costs of site investigation and/or remediation, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.

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. 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. It is our policy to realize a change in estimate once it becomes probable and can be reasonably estimated. We 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 generally do not discount our environmental accruals and do not reduce them by anticipated insurance recoveries.

In the case of contamination at offsite, third-party disposal sites, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 23 sites at September 28, 2013 and December 31, 2012 at which the liability has not been settled, of which six sites as of September 28, 2013 and December 31, 2012 have been active in the past few years. These laws may impose liability on certain persons that are considered jointly and severally liable for the costs of investigation and remediation of hazardous substances present at these sites, regardless of fault or legality of the

24

original disposal. These persons include the present or former owners or operators of the site and companies that generated, disposed of or arranged for the disposal of hazardous substances at the site. We are considered a “de minimis” potentially responsible party at most of the sites, and we estimate that our aggregate liability, if any, related to these sites is not material to our condensed consolidated financial statements. We conduct extensive environmental due diligence with respect to potential acquisitions, including environmental site assessments and such further testing as we may deem warranted. If an environmental matter is identified, we estimate the cost and either establish a liability, purchase insurance or obtain an indemnity from a financially sound seller; however, in connection with our acquisitions or dispositions, we may assume or retain significant environmental liabilities, some of which we may be unaware. The potential costs related to these environmental matters and the possible impact on future operations are uncertain due in part to the complexity of government laws and regulations and their interpretations, the varying costs and effectiveness of various clean-up technologies, the uncertain level of insurance or other types of recovery, and the questionable level of our responsibility. We record a liability when it is both probable and the amount can be reasonably estimated.

In our opinion, after considering accruals established for such purposes, remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows.

Risk Management Matters

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 risk management matters are determined by us, are based on claims filed and estimates 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. This insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against loss exposure.

Collaborative Arrangements

Collaborative arrangements are defined as a contractual arrangement in which the parties are (i) active participants to the arrangements and (ii) exposed to significant risks and rewards that depend on the commercial success of the endeavor. Costs incurred and revenues generated from transactions with third parties are required to be reported by the collaborators on the appropriate line item in their respective statements of operations.

We enter into consortium arrangements for certain projects within our Thermal Equipment and Services reportable segment. Under such arrangements, each consortium member is responsible for performing certain discrete items of work within the total scope of the contracted work and the consortium expires when all contractual obligations are completed. The revenues for these discrete items of work are defined in the contract with the project owner and each consortium member bearing the profitability risk associated with its own work. Our consortium arrangements typically provide that each consortium member assumes its responsible share of any damages or losses associated with the project; however, the use of a consortium arrangement typically results in joint and several liability for the consortium members. If responsibility cannot be determined or a consortium member defaults, then the consortium members are responsible according to their share of the contract value. Within our condensed consolidated financial statements, we account for our share of the revenues and profits under the consortium arrangements. As of September 28, 2013, our share of the aggregate contract value on open consortium arrangements was $257.5 (of which approximately 68% had been recognized as revenue), and the aggregate contract value on open consortium arrangements was $697.3. As of December 31, 2012, our share of the aggregate contract value on open consortium arrangements was $264.4 (of which approximately 62% had been recognized as revenue), and the aggregate contract value on open consortium arrangements was $740.9. We recorded liabilities of $1.5 at both September 28, 2013 and December 31, 2012, representing the estimated fair value of our potential obligation under the joint and several liability provisions associated with the consortium arrangements.

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(14)INCOME TAXES

Uncertain Tax Positions

As of September 28, 2013, we had gross unrecognized tax benefits of $72.9 (net unrecognized tax benefits of $35.8). Of these net unrecognized tax benefits, $34.9, if recognized, would impact our effective tax rate from continuing operations.

We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision. As of September 28, 2013, gross accrued interest excluded from the amounts above totaled $6.7 (net accrued interest of $5.0). There were no significant penalties recorded during the three and nine months ended September 28, 2013 or September 29, 2012.

Based on the outcome of certain examinations or as a result of the expiration of statute of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by approximately $10.0 to $15.0.

Other Tax Matters

For the three months ended September 28, 2013, we recorded an income tax provision of $12.3 on $69.3 of pre-tax income from continuing operations, resulting in an effective rate of 17.7%.  This compares to an income tax provision for the three months ended September 29, 2012 of $9.6 on $58.1 of pre-tax income from continuing operations, resulting in an effective rate of 16.5%.  The effective tax rate for the third quarter of 2013 was impacted favorably by income tax benefits of (i) $6.4 associated with net reductions to valuation allowances recorded against certain foreign deferred income tax assets and (ii) $2.3 recorded in connection with various audit settlements and statute expirations during the period.  The effective tax rate for the third quarter of 2012 was impacted favorably by (i) tax benefits of $4.2 recorded in connection with various audit settlements and statute expirations during the period and (ii) a benefit of $2.8 associated with a reduction in deferred tax liabilities resulting from the newly enacted corporate tax rates in the United Kingdom.

For the nine months ended September 28, 2013, we recorded an income tax provision of $17.2 on $115.8 of pre-tax income from continuing operations, resulting in an effective tax rate of 14.9%.  This compares to an income tax provision for the nine months ended September 29, 2012 of $27.0 on $110.2 of pre-tax income from continuing operations, resulting in an effective tax rate of 24.5%.  The effective tax rate for the first nine months of 2013 was impacted favorably by the $8.7 of tax benefits noted above that were realized during the third quarter of 2013, as well as tax benefits realized during the first half of 2013 of $4.1 related to the Research and Experimentation Credit generated in 2012, $2.0 related to various foreign tax credits, and $1.8 for statute expirations. The effective tax rate for the nine months ended September 29, 2012 was impacted favorably by the tax benefits of $7.0 noted above for the third quarter of 2012. The impact of these benefits was offset by an incremental tax charge of $6.1 associated with the deconsolidation of our dry cooling business in China, as the goodwill allocated to the transaction was not deductible for tax purposes.

We perform reviews of our income tax positions on a continual basis and accrue for potential uncertain positions when we determine that an uncertain position meets the criteria of the Income Taxes topic of the Codification. Accruals for these uncertain tax positions are recorded in “Income taxes payable” and “Deferred and other income taxes” in the accompanying condensed consolidated balance sheets based on the expectation as to the timing of when the matters will be resolved. As events change and resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities.

The IRS initiated an audit of our 2010 and 2011 federal income tax returns during 2012.  We expect that the audit will be concluded during the next 12 months.  With regard to this audit, we believe any contingencies have been adequately provided for.

State income tax returns generally are subject to examination for a period of three to five years after filing the respective tax returns. The impact on such tax returns of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. We have various state income tax returns in the process of examination, administrative appeal or litigation. We believe any uncertain tax positions related to these examinations have been adequately provided for.

26

We have various foreign income tax returns under examination. The most significant of these examinations is in Denmark for the 2006 to 2010 tax years. We believe that any uncertain tax positions related to these examinations have been adequately provided for.

An unfavorable resolution of one or more tax matters could have a material adverse effect on our financial position, results of operations or cash flows in the quarter and year in which an adjustment is recorded or the tax is due or paid. As audits and examinations are still in process or we have not yet reached the final stages of the appeals process, the timing of the ultimate resolution and any payments that may be required for open matters cannot be determined at this time.

Upon the conclusion of our disposition activities discussed in Note 3, we may recognize an additional income tax provision or benefit, generally, as part of discontinued operations.

(15)FAIR VALUE

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

·Level 1 — Quoted prices for identical instruments in active markets.

·Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

·Level 3 — Significant inputs to the valuation model are unobservable.

There were no changes during the three and nine months ended September 28, 2013 and September 29, 2012 to the valuation techniques we use to measure asset and liability fair values on a recurring basis.  There were no transfers between the three levels of the fair value hierarchy for the three and nine months ended September 28, 2013 and September 29, 2012.

The following section describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis.

Derivative Financial Instruments

Our financial derivative assets and liabilities include FX forward contracts, FX embedded derivatives and commodity contracts, valued using valuation models based on observable market inputs such as forward rates, interest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. We have not made any adjustments to the inputs obtained from the independent sources. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active. We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.

As of September 28, 2013, there had been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under 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 risks.

Investments in Equity Securities

Our available-for-sale securities include equity investments 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. These assets had a fair market value of $2.1 and $3.6 at September 28, 2013 and December 31, 2012, respectively.

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Certain of our investments in equity securities that are not readily marketable are accounted for under the fair value option, with such values determined by multidimensional pricing models. These models consider market activity based on modeling of securities with similar credit quality, duration, yield and structure. A variety of inputs are used, including benchmark yields, reported trades, non-binding broker/dealer quotes, issuer spread and reference data including market research publications. Market indicators, industry and economic events are also considered. We have not made any adjustments to the inputs obtained from the independent sources. At September 28, 2013 and December 31, 2012, these assets had a fair value of $1.7 and $7.5, respectively, which are estimated using various valuation models, including the Monte-Carlo simulation model.

Assets and liabilities measured at fair value on a recurring basis include the following as of September 28, 2013:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3
Other current assets — FX embedded derivatives, FX forward contracts and commodity contracts	$	—	$	1.2	$	—
Other assets — Investments in equity securities and FX embedded derivatives	2.1		0.8		1.7
Accrued expenses — FX embedded derivatives and FX forward contracts	—		6.6		—
Other long-term liabilities — FX embedded derivatives	—		0.6		—

Assets and liabilities measured at fair value on a recurring basis include the following as of December 31, 2012:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3
Other current assets — FX embedded derivatives, FX forward contracts and commodity contracts	$	—	$	0.7	$	—
Other assets — Investments in equity securities	3.6		—		7.5
Accrued expenses — FX forward contracts and FX embedded derivatives	—		1.3		—
Other long-term liabilities — FX embedded derivatives	—		9.8		—

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) for the nine months ended September 28, 2013 and September 29, 2012, including net unrealized losses recorded to earnings.

	Nine months ended
	September 28, 2013			September 29, 2012
Balance at beginning of period	$	7.5		$	7.8
Cash consideration received	(5.2		)	—
Unrealized losses recorded to earnings	(0.6		)	(0.2		)
Balance at end of period	$	1.7		$	7.6

Indebtedness and Other

The estimated fair values of other financial liabilities (excluding capital leases) not measured at fair value on a recurring basis as of September 28, 2013 and December 31, 2012 were as follows:

	September 28, 2013				December 31, 2012
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Senior notes	$	1,100.0	$	1,202.9	$	1,100.0	$	1,217.8
Term loan	475.0		475.0		475.0		475.0
Other indebtedness	36.2		36.2		34.7		34.7

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The following methods and assumptions were used in estimating the fair value of these financial instruments:

·The fair value of the senior notes and term loan was determined using Level 2 inputs within the fair value hierarchy and was based on quoted market prices for the same or similar instruments or on current rates offered to us for debt with similar maturities, subordination and credit default expectations.

·The fair value of our other indebtedness approximates carrying value due primarily to the short-term nature of the related instruments.

Certain of our non-financial assets and liabilities are subject to impairment analysis, including long-lived assets, indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairment would require that the instrument be recorded at its fair value. As of September 28, 2013, we did not have any significant non-financial assets or liabilities that are required to be measured at fair value on a recurring or non-recurring basis.

The carrying amount of cash and equivalents and receivables reported in our condensed consolidated balance sheets approximates fair value due to the short maturity of those instruments.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(in millions)

EXECUTIVE OVERVIEW

Revenues for the three and nine months ended September 28, 2013 decreased by 2.6% and 1.9%, respectively, when compared to the same periods in 2012, primarily as a result of an organic decline and the strengthening of the U.S. dollar during these periods.  Despite the decrease in revenues, income associated with our reportable and other operating segments increased to $129.5 and $323.8 during the three and nine months ended September 28, 2013, respectively (compared to $124.2 and $306.0 during the three and nine months ended September 29, 2012, respectively), primarily as a result of (i) improvements in operating execution and (ii) cost reductions associated with restructuring actions that have been initiated at certain of our businesses.

Cash flows used in continuing operations totaled $150.1 during the first nine months of 2013, compared to $149.9 in the first nine months of 2012.  Cash flows for the first nine months of 2013 included a discretionary pension contribution of $250.0 (see below for further discussion), which more than offset improved year over year cash flow generation.

Other items of note that impacted our first nine months of 2013 financial performance were as follows:

·Discontinued operations (for all periods presented, the businesses below have been reported as discontinued operations):

·Crystal Growing business (“Kayex”) — Due to a dramatic decline in the solar industry and resulting lack of demand, we closed the business during the first quarter of 2013.

·Broadcast Antenna System business (“Dielectric”) — We sold assets of the business during the second quarter of 2013 for cash consideration of $4.7.

·During the third quarter, we committed to a plan to divest certain non-strategic businesses that were previously reported within Industrial Products and Services and Other.

·Special charges — During the nine months ended September 28, 2013, we recorded $25.1 to “Special charges, net,” primarily related to restructuring actions in our Flow Technology and Thermal Equipment and Services reportable segments.

·Share repurchases — We repurchased a total of 3.4 shares of our common stock for $249.0, including:

·1.5 shares under a Rule 10b5-1 trading plan (entered into the first quarter of 2012) for $104.4; and

·1.9 shares on the open market for $144.6

·Discretionary pension contribution — During April of 2013, we made a $250.0 discretionary contribution to a domestic qualified pension plan.  This contribution will result in a reduction of our annual pension expense for 2013 of $12.5, including $9.4 in the first nine months of 2013.

·Income Taxes — During the first nine months of 2013, we recorded income tax benefits of $16.6, with $6.4 related to net reductions in valuation allowances recorded against certain foreign deferred income tax assets, $4.1 for audit settlements and statute expirations, $4.1 associated with the Research and Experimentation Credit generated in 2012 and $2.0 related to various foreign tax credits.

RESULTS OF CONTINUING OPERATIONS

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 may not be indicative of results for a full year. 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 were 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.

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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, food and beverage systems 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 segment since our competitors do not offer all the same product lines or serve all the same markets. In addition, specific reliable comparative figures are not available for many of our competitors. In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of these factors.

Non-GAAP Measures — Organic revenue growth (decline) presented herein is defined as revenue growth (decline) excluding the effects of foreign currency fluctuations and acquisitions. We believe this 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 three and nine months ended September 28, 2013

and September 29, 2012, respectively, including the reconciliation of organic revenue decline to net revenue decline:

	Three months ended								Nine months ended
	September 28,			September 29,					September 28,			September 29,
	2013			2012			% Change		2013			2012			% Change
Revenues	$	1,145.8		$	1,176.7		(2.6	)	$	3,398.2		$	3,465.0		(1.9	)
Gross profit	335.0			317.8			5.4		954.6			922.6			3.5
% of revenues	29.2		%	27.0		%			28.1		%	26.6		%
Selling, general and administrative expense	233.4			226.0			3.3		736.5			732.3			0.6
% of revenues	20.4		%	19.2		%			21.7		%	21.1		%
Intangible amortization	8.2			8.8			(6.8	)	24.4			26.4			(7.6	)
Impairment of intangible assets	—			—			*		2.0			—			*
Special charges, net	6.9			6.4			7.8		25.1			17.2			45.9
Other income (expense), net	(4.1		)	—			*		(4.2		)	19.0			(122.1	)
Interest expense, net	(24.5		)	(27.1		)	(9.6	)	(77.2		)	(80.5		)	(4.1	)
Equity earnings in joint ventures	11.4			8.6			32.6		30.6			25.0			22.4
Income from continuing operations before income taxes	69.3			58.1			19.3		115.8			110.2			5.1
Income tax provision	(12.3		)	(9.6		)	28.1		(17.2		)	(27.0		)	(36.3	)
Income from continuing operations	57.0			48.5			17.5		98.6			83.2			18.5
Components of consolidated revenue decline:
Organic decline							(2.1	)							(1.0	)
Foreign currency							(0.5	)							(1.0	)
Acquisition							—								0.1
Net revenue decline							(2.6	)							(1.9	)

*Not meaningful for comparison purposes.

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Revenues — For the three months ended September 28, 2013, the decrease in revenues, compared to the respective period in 2012, was due to a decline in organic revenue and, to a lesser extent, a stronger U.S. dollar during the period.  The organic revenue decline was due to lower sales within our Thermal Equipment and Services reportable segment (see Results of Reportable Segments and Other Operating Segments for additional details).

For the nine months ended September 28, 2013, the decrease in revenues, compared to the respective period in 2012, was due to the impact of a stronger U.S. dollar during the period and a decline in organic revenues.  The decline in organic revenues was attributable primarily to declines within our Thermal Equipment and Services reportable segment and, to a lesser extent, our Flow Technology reportable segment, partially offset by an increase in sales within Industrial Products and Services and Other.

Gross Profit — Gross profit and gross profit as a percentage of revenue during the three and nine months ended September 28, 2013, when compared to the respective periods in 2012, increased primarily as a result of the following:

·Flow Technology reportable segment — Improved operating performance in the European and U.S. operations during the three and nine months ended September 28, 2013, which offset the impact of lower organic revenue as well as execution challenges on certain large food and beverage system projects.

·Industrial Products and Services and Other — Increased sales of power transformers and fare collection systems and improved operating execution at our power transformer business during the three and nine months ended September 28, 2013.

Selling, General and Administrative (“SG&A”) Expenses — For the three and nine months ended September 28, 2013, the increase in SG&A expense, when compared to the same period in 2012, was due primarily to an increase in incentive compensation of $10.3 and $10.8, respectively, resulting from a year-over-year improvement in our operating performance.  The impact of the increase in incentive compensation was offset partially by a decline, during the three and nine months ended September 28, 2013, in (i) pension and postretirement expense of $2.8 and $5.9, respectively (an overall decrease in pension and postretirement expense of $4.5 and $10.3, with $1.7 and $4.4 reflected in “Cost of Products Sold”) and (ii) stock compensation of $1.9 and $4.6, respectively.

Intangible Amortization — For the three and nine months ended September 28, 2013, the decrease in intangible amortization was due primarily to certain intangible assets becoming fully amortized during the second half of 2012.

Impairment of Intangible Assets — During the nine months ended September 28, 2013, we recorded an impairment charge of $2.0 related to the trademarks of Clyde Union.

Special Charges, net — Special charges, net related primarily to restructuring initiatives to consolidate manufacturing, distribution, and administrative functions. See Note 5 to the condensed consolidated financial statements for the details of actions taken in 2013 and 2012.

Other Income (Expense), net — Other expense, net, for the three months ended September 28, 2013 was composed primarily of foreign currency transaction losses of $5.6 and losses on currency forward embedded derivatives (“FX embedded derivatives”) of $0.8, partially offset by net gains on investments of $1.4 and gains on foreign currency forward contracts (“FX forward contracts”) of $0.9.

Other expense, net, for the three months ended September 29, 2012 was composed primarily of foreign currency transaction losses of $3.0 and losses on FX embedded derivatives of $1.8, as well as investment earnings of $3.3 and gains on FX forward contracts of $1.6.

Other expense, net, for the nine months ended September 28, 2013 was composed primarily of foreign currency transaction losses of $13.3 and losses on FX forward contracts of $1.2, partially offset by gains on FX embedded derivatives of $4.9 and investment-related earnings of $5.3.

Other income, net, for the nine months ended September 29, 2012 was composed primarily of a gain of $20.5 associated with the deconsolidation of our dry cooling business in China, investment earnings of $8.7, and gains on FX forward contracts of $1.7, partially offset by foreign currency transaction losses of $8.9, losses on FX embedded derivatives of $3.1, and a loss of $1.0 associated with a fire at our power transformer manufacturing facility in Waukesha, WI.

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Interest Expense, net — Interest expense, net, includes both interest expense and interest income. The decrease in interest expense, net, during the three and nine months ended September 28, 2013, when compared to the same periods in 2012, was primarily the result of there being no borrowings on the domestic revolving loan facility or the trade receivable financing arrangement during the third quarter of 2013, while the average aggregate outstanding borrowings on these instruments was approximately $185.0 during the third quarter of 2012. Refer to the discussion of Liquidity and Financial Condition in our 2012 Annual Report on Form 10-K for details pertaining to our 2012 debt activity.

Equity Earnings in Joint Ventures — Our equity earnings in joint ventures were attributable primarily to our investment in EGS Electrical Group, LLC and its subsidiaries, as earnings from this investment for the three and nine months ended September 28, 2013 totaled $11.4 and $30.5, respectively, compared to $8.6 and $25.1 for the three and nine months ended September 29, 2012, respectively.

Income Tax Provision — For the three months ended September 28, 2013, we recorded an income tax provision of $12.3 on $69.3 of pre-tax income from continuing operations, resulting in an effective tax rate of 17.7%.  This compares to an income tax provision for the three months ended September 29, 2012 of $9.6 on $58.1 of pre-tax income from continuing operations, resulting in an effective tax rate of 16.5%. The effective tax rate for the third quarter of 2013 was impacted favorably by income tax benefits of (i) $6.4 associated with net reductions to valuation allowances recorded against certain foreign deferred income tax assets and (ii) $2.3 recorded in connection with various audit settlements and statute expirations during the period.  The effective tax rate for the third quarter of 2012 was impacted favorably by (i) tax benefits of $4.2 recorded in connection with various audit settlements and statute expirations during the period and (ii) a benefit of $2.8 associated with a reduction in deferred tax liabilities resulting from the newly enacted corporate tax rates in the United Kingdom.

For the nine months ended September 28, 2013, we recorded an income tax provision of $17.2 on $115.8 of pre-tax income from continuing operations, resulting in an effective tax rate of 14.9%.  This compares to an income tax provision for the nine months ended September 29, 2012 of $27.0 on $110.2 of pre-tax income from continuing operations, resulting in an effective tax rate of 24.5%. The effective tax rate for the first nine months of 2013 was impacted favorably by the $8.7 of tax benefits noted above that were realized during the third quarter of 2013, as well as tax benefits realized during the first half of 2013 of $4.1 related to the Research and Experimentation Credit generated in 2012, $2.0 related to various foreign tax credits, and $1.8 for statute expirations. The effective tax rate for the nine months ended September 29, 2012 was impacted favorably by the tax benefits of $7.0 noted above for the third quarter of 2012. The impact of these benefits was offset by an incremental tax charge of $6.1 associated with the deconsolidation of our dry cooling business in China, as the goodwill allocated to the transaction was not deductible for tax purposes.

RESULTS OF DISCONTINUED OPERATIONS

As part of our operating strategy, we regularly review and negotiate 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.  During the third quarter of 2013, we committed to a plan to divest certain non-strategic businesses which were previously reported within Industrial Products and Services and Other. These businesses have been reported, for all periods presented, as discontinued operations within the accompanying condensed consolidated financial statements. We are actively pursuing the sale of these businesses and anticipate that the sales will be completed during the next twelve months.

The following businesses were discontinued in a prior quarter:

Business	Quarter Discontinued	Quarter of Sale or Termination of Operations
Dielectric	Q2 2013	Q2 2013
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

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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 during that quarter, with the loss associated primarily with severance costs and asset impairment charges. During the third quarter of 2013, we recorded a gain, net of taxes, of $3.6 associated primarily with the sale of a perpetual license related to certain of the business’s intangible assets. Proceeds related to the above sales transaction totaled $6.9.

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 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 nine months ended September 28, 2013, we reduced the net gain by $3.1 and $1.5, respectively, associated primarily with the working capital settlement and revisions to income tax and other retained liabilities related to the sale. During the third quarter of 2013, we received $0.8 associated with the working capital settlement.

In addition to the businesses discussed above, we recognized net losses of $0.3 and $1.9 during the three and nine months ended September 28, 2013, respectively, and net losses of $0.7 and $1.6 during the three and nine months ended September 29, 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 periods.

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 nine months ended September 28, 2013 and September 29, 2012, income from discontinued operations and the related income taxes are shown below:

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Income from discontinued operations	$	8.7		$	17.7		$	12.2		$	57.7
Income tax provision	(3.6		)	(6.0		)	(4.3		)	(19.7		)
Income from discontinued operations, net	$	5.1		$	11.7		$	7.9		$	38.0

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For the three and nine months ended September 28, 2013 and September 29, 2012, results of operations for our businesses reported as discontinued operations were as follows:

	Three months ended				Nine months ended
	September 28,		September 29,		September 28,		September 29,
	2013		2012		2013		2012
Revenues	$	50.7	$	269.6	$	154.2	$	877.8
Pre-tax income	8.3		18.8		15.0		60.5

RESULTS OF REPORTABLE SEGMENTS AND OTHER OPERATING SEGMENTS

The following information should be read in conjunction with our condensed consolidated financial statements and related notes. These results exclude the operating results of discontinued operations for all periods presented. See Note 4 to the condensed consolidated financial statements for additional details on our reportable and other operating segments.

Non-GAAP Measures — Throughout the following discussion of reportable and other operating segment results, 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.”

Flow Technology Reportable Segment

	Three months ended							Nine months ended
	September 28,			September 29,				September 28,			September 29,
	2013			2012			% Change	2013			2012			% Change
Revenues	$	651.6		$	648.6		0.5	$	1,918.0		$	1,954.0		(1.8	)
Income	83.1			78.1			6.4	205.1			194.3			5.6
% of revenues	12.8		%	12.0		%		10.7		%	9.9		%
Components of revenue growth (decline):
Organic growth (decline)							0.3							(1.7	)
Foreign currency							0.2							(0.3	)
Acquisition							—							0.2
Net revenue growth (decline)							0.5							(1.8	)

Revenues — For the three months ended September 28, 2013, the increase in revenues, compared to the respective 2012 period, was due primarily to organic revenue growth during the period. The organic revenue was driven by increased sales of oil and gas valves and pumps into North America and Europe, generally offset by lower sales of food and beverage system projects in Asia Pacific.

For the nine months ended September 28, 2013, the decrease in revenues, compared to the respective 2012 period, was due primarily to an organic revenue decline and, to a lesser extent, the strengthening of the U.S. dollar during the period.  The decline in organic revenue was due primarily to lower sales of food and beverage system projects in Asia Pacific and lower sales of Clyde Union’s original equipment oil and gas pumps.  These declines were offset partially by an increase in sales of valves, closures and other components into oil and gas markets in North America, Europe and the Middle East, as well as increased food and beverage systems revenues in Europe.

Income — For the three months ended September 28, 2013, income and margin increased, compared to the respective 2012 period, due to cost reductions associated with the restructuring initiatives implemented at Clyde Union and improved operating execution at a number of businesses within the segment.

For the nine months ended September 28, 2013, income and margin increased, compared to the respective 2012 period, due to improved operating execution at a number of businesses within the segment, cost reductions from the restructuring initiatives noted above, and the increased sales of oil and gas components at our European and U.S. facilities, which more than offset the impact of the organic revenue decline described above, as well as execution challenges on certain large food and beverage systems projects experienced in the first nine months of 2013.

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Thermal Equipment and Services Reportable Segment

	Three months ended								Nine months ended
	September 28,			September 29,					September 28,			September 29,
	2013			2012			% Change		2013			2012			% Change
Revenues	$	324.1		$	375.5		(13.7	)	$	979.5		$	1,044.2		(6.2	)
Income	21.7			29.1			(25.4	)	49.6			55.8			(11.1	)
% of revenues	6.7		%	7.7		%			5.1		%	5.3		%
Components of revenue decline:
Organic decline							(11.8	)							(3.5	)
Foreign currency							(1.9	)							(2.7	)
Net revenue decline							(13.7	)							(6.2	)

Revenues — For the three months ended September 28, 2013, the decrease in revenues, compared to the respective 2012 period, was due to an organic revenue decline and, to a lesser extent, the impact of a stronger U.S. dollar. The organic revenue decline was due to the expected winding down of our large power projects in South Africa and lower revenue from large retrofit cooling tower projects.

For the nine months ended September 28, 2013, the decrease in revenues, compared to the respective 2012 period, was due to an organic revenue decline and the impact of a stronger U.S. dollar (primarily versus the South African Rand).  The organic revenue decline was due primarily to a decrease in power generation equipment and service sales in North America and Europe.

Income — For the three and nine months ended September 28, 2013, income and margin decreased, compared to the respective 2012 periods, primarily due to the organic revenue decline described above, offset partially by improved execution and cost reductions associated with restructuring actions initiated in the first half of 2013.

Industrial Products and Services and Other

	Three months ended							Nine months ended
	September 28,			September 29,				September 28,			September 29,
	2013			2012			% Change	2013			2012			% Change
Revenues	$	170.1		$	152.6		11.5	$	500.7		$	466.8		7.3
Income	24.7			17.0			45.3	69.1			55.9			23.6
% of revenues	14.5		%	11.1		%		13.8		%	12.0		%
Components of revenue growth:
Organic growth							11.3							7.4
Foreign currency							0.2							(0.1	)
Net revenue growth							11.5							7.3

Revenues — For the three and nine months ended September 28, 2013, the increase in revenues, compared to the respective 2012 periods, was due primarily to an increase in organic revenue related to increased sales of power transformers and fare collection systems.

Income — For the three and nine months ended September 28, 2013, the increase in income and margin, compared to the respective 2012 periods, was due primarily to leverage on increased sales volumes and improved operating execution at our power transformer business.

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Corporate and Other Expenses

	Three months ended								Nine months ended
	September 28,			September 29,					September 28,			September 29,
	2013			2012			% Change		2013			2012			% Change
Total consolidated revenues	$	1,145.8		$	1,176.7		(2.6	)	$	3,398.2		$	3,465.0		(1.9	)
Corporate expense	26.2			24.9			5.2		82.2			79.3			3.7
% of revenues	2.3		%	2.1		%			2.4		%	2.3		%
Pension and postretirement expense	6.2			10.7			(42.1	)	18.6			28.9			(35.6	)
Stock-based compensation expense	3.7			5.6			(33.9	)	29.3			33.9			(13.6	)

Corporate Expense — Corporate expense generally relates to the cost of our Charlotte, NC corporate headquarters and our Asia Pacific center in Shanghai, China.  Corporate expense increased for the three and nine months ended September 28, 2013, when compared to the same periods in 2012, due primarily to an increase in the incentive compensation associated with the year-over-year improvement in our operating performance.

Pension and Postretirement Expense — Pension and postretirement expense represents our consolidated expense, which we do not allocate for segment reporting purposes. During the first nine months of 2013, we made contributions to our domestic and foreign pension plans of $293.0, including a $250.0 discretionary contribution to a domestic qualified pension plan and $1.8 related to businesses that have been disposed of and classified as discontinued operations.  This discretionary contribution will result in a reduction of our annual pension expense for 2013 of $12.5, including $3.2 and $9.4 during the three and nine months ended September 28, 2013, respectively.  See Note 9 to our condensed consolidated financial statements for additional details on pension and postretirement expense for the first nine months of 2013 and 2012.

Stock-based Compensation Expense — The decrease in stock-based compensation expense for the three and nine months ended September 28, 2013, compared to the respective periods in 2012, was due primarily to a reduction in stock-based compensation associated with our executive officer group, as well as an increase in forfeitures during 2013.

OUTLOOK

The following highlights our backlog as of September 28, 2013 and December 31, 2012, and the revenue and profit margin expectations for our reportable and other operating segments for 2013 based on information available at the time of this report.

Flow Technology reportable segment

In the first nine months of 2013, the segment experienced a revenue decrease of 1.8%, including an organic decline of 1.7%. For 2013, we are projecting full year revenues to be between a 1% decrease and flat as a result of declines in Asia Pacific resulting primarily from the impact of large food and beverage projects executed in 2012 that are not expected to repeat in 2013. These declines offset organic revenue growth associated primarily with the oil and gas and general industrial end-markets in the Americas and Europe. We are projecting margins to be between 11.4% and 11.6% for 2013, compared to 10.6% in 2012. The projected increase in margins in 2013 is due primarily to improved execution at our European and U.S. operations and cost reductions from restructuring actions. The segment had backlog of $1,392.0 and $1,360.0 as of September 28, 2013 and December 31, 2012, respectively. We expect to convert approximately 41% of the segment’s September 28, 2013 backlog to revenues during the fourth quarter of 2013.

Thermal Equipment and Services reportable segment

In the first nine months of 2013, the segment experienced a revenue decrease of 6.2%, including an organic decline of 3.5%. We are projecting revenues to decrease between 9% and 11% for the full year 2013 due to the winding down of large project activity in South Africa and lower sales of power generation equipment and services in Europe and the U.S. We are projecting margins to be between 6.0% and 6.2% for 2013, compared to 7.2% in 2012. We had backlog of $672.1 and $786.9 as of September 28, 2013 and December 31, 2012, respectively, with the majority in our cooling systems and products and thermal services and equipment businesses. We expect to convert approximately 30% of the segment’s September 28, 2013 backlog to revenues during the fourth quarter of 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.

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Industrial Products and Services and Other In the first nine months of 2013, this group of businesses experienced a revenue increase of 7.3%, including an organic growth of 7.4%. We are projecting an increase in revenues of between 11% and 12% for the full year 2013, primarily as a result of increasing volumes for power transformers and fare collection systems. We are projecting margins to be between 14.8% and 15.0% for 2013, compared to 12.3% in 2012. Backlog totaled $327.7 and $290.3 as of September 28, 2013 and December 31, 2012, respectively. We expect to convert approximately 53% of the September 28, 2013 backlog to revenues during the fourth quarter of 2013.

LIQUIDITY AND FINANCIAL CONDITION

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 nine months ended September 28, 2013 and September 29, 2012.

Cash Flow

	Nine months ended
	September 28,			September 29,
	2013			2012
Continuing operations:
Cash flows used in operating activities	$	(150.1	)	$	(149.9	)
Cash flows used in investing activities	(32.8		)	(74.8		)
Cash flows from (used in) financing activities	(296.8		)	36.7
Cash flows used in discontinued operations	(5.9		)	(9.4		)
Change in cash and equivalents due to changes in foreign currency exchange rates	(7.8		)	(7.3		)
Net change in cash and equivalents	$	(493.4	)	$	(204.7	)

Operating Activities — Cash flows used in operating activities during the nine months ended September 28, 2013 included $291.2 of contributions to our domestic and foreign pension plans, $250.0 of which was discretionary, compared to $35.4 of contributions to those plans during the first nine months of 2012. Excluding the impact of these contributions, operating cash flows improved significantly on a year-over-year basis due to favorable working capital trends at many of our businesses. For example, Clyde Union’s operating cash flows for the first nine months of 2013 totaled approximately $30.0 compared to cash used in operations during the first nine months of 2012 of approximately $100.0, with such cash outflows required in order to fund the business’s initial working capital needs.

Investing Activities — The decrease in cash used in investing activities during the nine months ended September 28, 2013, as compared to the same period in 2012, was due primarily to (i) the acquisition of Seital S.r.l. during the first quarter of 2012 for $28.0 (there were no business acquisitions in the first nine months of 2013) and (ii) a reduction in capital expenditures (2013 - $42.5 and 2012 - $56.2).

Financing Activities — The use of cash in financing activities during the nine months ended September 28, 2013, as compared to inflows of cash during the same period in 2012, was due primarily to net repayments of debt during the first nine months of 2013 of $9.7, compared to net borrowings of $145.3 in the first nine months of 2012, and an increase in common stock repurchases from $75.0 in the first nine months of 2012 to $249.0 in the first nine months of 2013.

Discontinued Operations — Cash flows used in discontinued operations for the nine months ended September 28, 2013 related primarily to Kayex, Dielectric, and certain other non-strategic businesses that we have committed to divest, while cash flows used in discontinued operations for the nine months ended September 29, 2012 related primarily to Service Solutions and the preceding businesses.

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Borrowings and Availability

Borrowings —The following summarizes our debt activity (both current and non-current) for the nine months ended September 28, 2013. See Note 10 to the condensed consolidated financial statements for additional details regarding our indebtedness.

	December 31,									September 28,
	2012		Borrowings		Repayments			Other (4)		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		(12.7		)	4.5		111.8
Total debt	1,692.0		$	325.0	$	(334.7	)	$	4.5	1,686.8
Less: short-term debt	33.4									29.7
Less: current maturities of long-term debt	8.7									98.4
Total long-term debt	$	1,649.9								$	1,558.7

(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 September 28, 2013, we could borrow under this arrangement, on a continuous basis, up to $80.0, as available. At September 28, 2013, we had $42.6 of available borrowing capacity under this facility.

(3)Primarily included capital lease obligations of $75.6 and $82.3 and balances under purchase card programs of $27.6 and $27.9 at September 28, 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.

Certain of our businesses purchase goods and services under purchase card programs allowing payment beyond their normal payment terms. As these arrangements extend 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.

At September 28, 2013, we were in compliance with all covenant provisions of our senior credit facilities and senior notes.

Availability — At September 28, 2013, we had $538.7 of available borrowing capacity under our revolving credit facilities after giving effect to $61.3 reserved for outstanding letters of credit. In addition, at September 28, 2013, we had $524.8 of available issuance capacity under our foreign credit instrument facility after giving effect to $675.2 reserved for outstanding letters of credit. Lastly, and as noted above, we had $42.6 of available borrowing capacity under the trade receivables financing agreement at September 28, 2013.

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.

Financial Instruments

We measure our financial assets and liabilities on a recurring basis, and nonfinancial assets and liabilities on a non-recurring basis, at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions 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

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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 measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active.

As of September 28, 2013, there was 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 was no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks.

We primarily use the income approach for determining fair value, which uses valuation techniques to convert future amounts to a single present amount. Assets and liabilities measured at fair value on a recurring basis are further discussed below.

Currency Forward Contracts

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 British Pound (“GBP”).

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 and liabilities denominated in currencies other than the functional currency of certain subsidiaries. In addition, some of our contracts contain FX embedded derivatives, because the currency of exchange is not “clearly and closely” related to the functional currency of either party to the transaction. Certain of our FX forward contracts are designated as cash flow hedges, 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 accumulated other comprehensive income (“AOCI”). These changes in fair value are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded as a component of “Other income (expense), net” in the period in which 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 in which it occurs.

We had FX forward contracts with an aggregate notional amount of $138.7 and $107.3 outstanding as of September 28, 2013 and December 31, 2012, respectively. These FX forward contracts had maturity dates ranging, primarily, from one to two years. We also had FX embedded derivatives with an aggregate notional amount of $128.9 and $96.3 at September 28, 2013 and December 31, 2012, respectively. The unrealized losses, net of taxes, recorded in AOCI related to FX forward contracts were $1.7 and $3.4 as of September 28, 2013 and December 31, 2012, respectively. We anticipate reclassifying approximately $1.3 of an unrealized loss to income over the next 12 months.

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

	September 28, 2013										December 31, 2012
	Current		Noncurrent		Current			Long-Term			Current		Noncurrent		Current			Long-Term
	Assets		Assets		Liabilities			Liabilities			Assets		Assets		Liabilities			Liabilities
FX forward contracts	$	0.5	$	—	$	(0.5	)	$	—		$	0.2	$	—	$	(0.4	)	$	—
FX embedded derivatives	0.6		0.8		(6.1		)	(0.6		)	0.3		—		(0.9		)	(9.8		)

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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 September 28, 2013 and December 31, 2012, the outstanding notional amount of commodity contracts was 3.7 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. As of September 28, 2013 and December 31, 2012, the fair value of these contracts was $0.1 and $0.2 (current assets), respectively. The unrealized gain (loss), net of taxes, recorded in AOCI was $(0.4) and $0.1 as of September 28, 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 September 28, 2013 and September 29, 2012 related to the ineffectiveness of these hedges was not material.

Other Fair Value Financial Assets and Liabilities

The carrying amount of cash and equivalents and receivables reported in the condensed consolidated balance sheets approximates 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 September 28, 2013 for similar debt, was $1,714.1, compared to our carrying value of $1,611.2.

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, and foreign currency forward 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 are exposed to credit losses 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. While we do not obtain collateral or other security to support financial instruments subject to credit risk, we monitor the credit standing of counterparties.

Concentrations of credit risk arising from trade accounts receivable are due to selling to customers in a particular industry. We perform ongoing credit evaluations of our customers’ financial conditions and obtain collateral 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.

Other Matters

Contractual Obligations — There were no material changes in the amounts of our contractual obligations from those disclosed in our 2012 Annual Report on Form 10-K. Our total net liabilities for unrecognized tax benefits including interest were $40.6 as of September 28, 2013. Of that amount, we believe that within the next 12 months it is reasonably possible that we could pay approximately $10.0 to $15.0 relating to uncertain tax positions, which includes an estimate for interest and penalties.

Contingencies and Other Matters — 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.  We accrue for these contingencies when we believe a liability is probable and can be reasonably estimated. As events change and resolution occurs, these accruals may be adjusted and could differ materially from amounts originally estimated. See Note 13 to the condensed consolidated financial statements for a further discussion of contingencies and other matters.

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Our Certificate of Incorporation provides that we shall 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. While we maintain insurance for this type of liability, the liability could exceed the amount of the insurance coverage.

In addition, you should read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Other Matters” and “Risk Factors” in our 2012 Annual Report on Form 10-K, as well as similar sections in any future filings for an understanding of the risks, uncertainties, and trends facing our businesses.

Critical Accounting Policies and Use of Estimates

General — The preparation of financial statements in accordance with GAAP requires management 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 management’s most difficult, subjective or complex judgments in estimating the effect of inherent uncertainties are discussed in our 2012 Annual Report on Form 10-K. We have affected no material change in either our critical accounting policies or use of estimates since the filing of our 2012 Annual Report on Form 10-K.

Goodwill Impairment Testing — 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.  Clyde Union’s ability to recover its goodwill is highly dependent on the level of future orders and a continuous improvement in profitability.  Order rates for the first nine months of 2013 generally have been consistent with the related assumptions included in the business’s 2012 annual goodwill impairment analysis and order rates for the foreseeable future are expected to remain at current levels or improve as the oil and gas end-markets served by Clyde Union remain strong.  Clyde Union’s profitability for each of the first three quarters of 2013 has improved sequentially, with further improvement expected in the fourth quarter of 2013 and into 2014 and the years thereafter, primarily as a result of improvements in project selection and execution as well as cost reductions associated with the restructuring actions undertaken in 2012 and 2013.  As such, we believe that the financial forecasts included in Clyde Union’s 2012 annual goodwill impairment analysis remain achievable and, thus, conclude that there have been no events or changes in circumstances 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 $387.0 at September 28, 2013.

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FORWARD-LOOKING STATEMENTS

Some of the statements in this document and any documents incorporated by reference, including any statements as to future results of operations and financial projections, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. 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 include, in particular, statements about our plans, strategies, 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.” 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 international 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. All forward-looking statements are qualified in their entirety by reference to the factors discussed under “Risk Factors” in our 2012 Annual Report on Form 10-K, in any subsequent filing with the SEC, as well as 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 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.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Management does not believe our exposure to market risk has significantly changed since December 31, 2012 and does not believe that such risks will result in significant adverse impacts to our financial condition, results of operations or cash flows.

ITEM 4. Controls and Procedures

SPX management, including the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15(b), as of September 28, 2013. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 28, 2013.

In connection with the evaluation by SPX management, including the Chief Executive Officer and the Chief Financial Officer, of our internal control over financial reporting, pursuant to Exchange Act Rule 13a-15(d), no changes during the quarter ended September 28, 2013 were identified that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. Legal Proceedings

The information required by this Item is incorporated by reference from the footnotes to the condensed consolidated financial statements, specifically Note 13 under the heading “Litigation Matters,” included under Part I of this Form 10-Q.

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ITEM 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2012 Annual Report on Form 10-K, as amended, which could materially affect our business, financial condition or future results.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes the repurchases of common stock during the three months ended September 28, 2013:

					Total number of shares	Maximum approximate dollar
	Total number		Average		purchased as part	value of shares
	of shares		price		of a publicly announced	that may yet be purchased
Period	purchased		per share		plan or program (2)	under the plan or program (2)
6/30/13 - 7/31/13	108	(1)	$	75.01	—
8/1/13 - 8/31/13	1,530	(1)	76.04		—
9/1/13 - 9/28/13	25,468	(1)	75.61		—
Total	27,106				—

(1)Reflects the surrender to us of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock.

(2)We plan to repurchase a total of $200.0 in value of shares in 2013 on the open market, of which $144.6 had been repurchased as of September 28, 2013. Our Board of Directors has authorized stock repurchases up to the amount authorized by our senior credit facilities. We describe the limits on stock repurchases permitted under our senior credit facilities in Note 12 to our consolidated financial statements included in our 2012 Annual Report on Form 10-K, as amended.

ITEM 4. Mine Safety Disclosures

None.

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ITEM 6. Exhibits

11.1	Statement regarding computation of earnings per share. See condensed consolidated statements of operations, page 2 of this Form 10-Q.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1	SPX Corporation financial information from its Form 10-Q for the quarterly period ended September 28, 2013, formatted in XBRL, including: (i) Condensed Consolidated Statements of Operations for the three and nine months ended September 28, 2013 and September 29, 2012; (ii) Condensed Consolidated Balance Sheets at September 28, 2013 and December 31, 2012; (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 28, 2013 and September 29, 2012; and (iv) Notes to Condensed Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SPX CORPORATION
		(Registrant)
Date: October 30, 2013	By	/s/ Christopher J. Kearney
		President and Chief Executive Officer
Date: October 30, 2013	By	/s/ Jeremy W. Smeltser
		Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

11.1	Statement regarding computation of earnings per share. See condensed consolidated statements of operations, page 2 of this Form 10-Q.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1	SPX Corporation financial information from its Form 10-Q for the quarterly period ended September 28, 2013, formatted in XBRL, including: (i) Condensed Consolidated Statements of Operations for the three and nine months ended September 28, 2013 and September 29, 2012; (ii) Condensed Consolidated Balance Sheets at September 28, 2013 and December 31, 2012; (iii) Condensed Consolidated Statements of Cash Flows for the nine months ended September 28, 2013 and September 29, 2012; and (iv) Notes to Condensed Consolidated Financial Statements.

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EX-31.1

EXHIBIT 31.1

Certification

I, Christopher J. Kearney, certify that:

1.I have reviewed this report on Form 10-Q of SPX Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2013	/s/ CHRISTOPHER J. KEARNEY
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification

I, Jeremy W. Smeltser, certify that:

1.I have reviewed this report on Form 10-Q of SPX Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 30, 2013	/s/ JEREMY W. SMELTSER
	Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

The following statement is being made to the U.S. Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.

U.S. Securities and Exchange Commission

100 F. Street N.E.

Washington, DC 20549

Re: SPX Corporation

Ladies and Gentlemen:

In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), each of the undersigned hereby certifies that:

(i)            this Quarterly Report on Form 10-Q, for the period ended September 28, 2013, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(ii)           the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of SPX Corporation.

Dated as of this 30th day of October, 2013.

/s/ CHRISTOPHER J. KEARNEY	/s/ JEREMY W. SMELTSER
Christopher J. Kearney President and Chief Executive Officer	Jeremy W. Smeltser Vice President and Chief Financial Officer

XML

EQUITY AND STOCK-BASED COMPENSATION

9 Months Ended

Sep. 28, 2013

EQUITY AND STOCK-BASED COMPENSATION

EQUITY AND STOCK-BASED COMPENSATION

(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		Nine months ended
	September 28,	September 29,	September 28,	September 29,
	2013	2012	2013	2012
Weighted-average number of common shares used in basic income per share	44.709	49.958	45.592	50.174
Dilutive securities — employee stock options, restricted stock shares and restricted stock units	0.328	0.080	0.548	0.625
Weighted-average number of common shares and dilutive securities used in diluted income per share	45.037	50.038	46.140	50.799

All stock options were included in the computation of diluted income per share for the three and nine months ended September 28, 2013. The total number of stock options not included in the computation of diluted income per share because their exercise price was greater than the average market price of common shares was 0.003 for both the three and nine months ended September 29, 2012. For the three and nine months ended September 28, 2013, 0.857 and 0.758 of 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 1.784 and 0.931 that were excluded for the three and nine months ended September 29, 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 $3.7 and $5.6 for the three months ended September 28, 2013 and September 29, 2012, respectively, and $29.3 and $33.9 for the nine months ended September 28, 2013 and September 29, 2012, respectively. The related tax benefit was $1.4 and $2.2 for the three months ended September 28, 2013 and September 29, 2012, respectively, and $10.7 and $12.9 for the nine months ended September 28, 2013 and September 29, 2012, respectively.

Accumulated Other Comprehensive Loss

The changes in the components of accumulated other comprehensive loss, net of tax, for the three months ended September 28, 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	$	225.8	$	(4.4	)	$	(3.8	)	$	(505.4	)	$	(287.8	)
Other comprehensive gain (loss) before reclassifications	70.1		0.5			(0.8		)	(3.3		)	66.5
Amounts reclassified from accumulated other comprehensive loss	—		1.8			—			6.5			8.3
Current-period other comprehensive gain (loss)	70.1		2.3			(0.8		)	3.2			74.8
Balance at end of period	$	295.9	$	(2.1	)	$	(4.6	)	$	(502.2	)	$	(213.0	)

(1) Net of tax benefit of $1.9 and $2.9 as of September 28, 2013 and June 29, 2013, respectively.

(2) Net of tax benefit of $307.6 and $310.9 as of September 28, 2013 and June 29, 2013, respectively. Includes $5.0 related to our share of the pension liability adjustment for EGS as of September 28, 2013 and June 29, 2013.

The changes in the components of accumulated other comprehensive loss, net of tax, for the nine months ended September 28, 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 loss before reclassifications	(2.2		)	(1.1		)	(1.5		)	(1.1		)	(5.9		)
Amounts reclassified from accumulated other comprehensive loss	—			2.3			—			19.5			21.8
Current-period other comprehensive gain (loss)	(2.2		)	1.2			(1.5		)	18.4			15.9
Balance at end of period	$	295.9		$	(2.1	)	$	(4.6	)	$	(502.2	)	$	(213.0	)

(1) Net of tax benefit of $1.9 and $2.5 as of September 28, 2013 and December 31, 2012, respectively.

(2) Net of tax benefit of $307.6 and $318.5 as of September 28, 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 September 28, 2013 and December 31, 2012, respectively.

The following summarizes amounts reclassified from each component of accumulated comprehensive loss for the three and nine months ended September 28, 2013:

	Amount Reclassified from AOCI
	Three months ended			Nine months ended			Affected Line Item in the
	September 28,			September 28,			Condensed Consolidated Statement
	2013			2013			of Operations
Losses on qualifying cash flow hedges:
FX forward contracts	$	2.2		$	3.0		Revenues
Commodity contracts	0.6			0.5			Cost of products sold
Pre-tax	2.8			3.5
Income taxes	(1.0		)	(1.2		)
	$	1.8		$	2.3
Amortization of pension and postretirement items:
Unrecognized losses and prior service credits	$	4.5		$	14.2		Cost of products sold
Unrecognized losses and prior service credits	5.9			16.9			Selling, general and administrative
Pre-tax	10.4			31.1
Income taxes	(3.9		)	(11.6		)
	$	6.5		$	19.5

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 2012, we repurchased 3.606 shares of our common stock under this plan for $245.6, including $75.0 of repurchases during the first nine months of 2012. 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 nine months of 2013.

During the nine months ended September 28, 2013, “Common stock in treasury” was decreased by the settlement of restricted stock units issued from treasury stock of $14.1 and increased by $11.0 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 nine months ended September 29, 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 three quarters of 2013 and 2012 were $0.25 per share and totaled $11.4, $11.5 and $11.4 during the first, second and third quarters of 2013, respectively, and $12.8, $12.7 and $12.7 during the first, second and third quarters of 2012, respectively. Third quarter dividends were paid on October 2, 2013 and October 3, 2012.

Changes in Equity

A summary of the changes in equity for the three months ended September 28, 2013 and September 29, 2012 is provided below:

	September 28, 2013									September 29, 2012
	SPX									SPX
	Corporation									Corporation
	Shareholders’			Noncontrolling			Total			Shareholders’			Noncontrolling			Total
	Equity			Interests			Equity			Equity			Interests			Equity
Equity, beginning of period	$	1,998.7		$	12.9		$	2,011.6		$	2,165.2		$	10.1		$	2,175.3
Net income (loss)	62.9			(0.8		)	62.1			57.8			2.4			60.2
Net unrealized gains on qualifying cash flow hedges, net of tax provision of $1.0 and $0.3 for the three months ended September 28, 2013 and September 29, 2012, respectively	2.3			—			2.3			0.5			—			0.5
Net unrealized losses on available-for-sale securities	(0.8		)	—			(0.8		)	(2.9		)	—			(2.9		)
Pension liability adjustment, net of tax provision of $3.3 and $2.5 for the three months ended September 28, 2013 and September 29, 2012, respectively	3.2			—			3.2			3.7			—			3.7
Foreign currency translation adjustments	70.1			0.7			70.8			77.8			0.3			78.1
Total comprehensive income (loss), net	137.7			(0.1		)	137.6			136.9			2.7			139.6
Dividends declared	(11.4		)	—			(11.4		)	(12.7		)	—			(12.7		)
Exercise of stock options and other incentive plan activity, including related tax benefit of $0.1 for the three months ended September 29, 2012	3.7			—			3.7			4.6			—			4.6
Amortization of restricted stock and restricted stock unit grants, including $0.4 relating to discontinued operations for the three months ended September 29, 2012	3.7			—			3.7			6.0			—			6.0
Restricted stock and restricted stock unit vesting, net of tax withholdings	(2.0		)	—			(2.0		)	—			—			—
Dividends attributable to noncontrolling interests	—			—			—			—			(0.7		)	(0.7		)
Other changes in noncontrolling interests	(3.0		)	1.3			(1.7		)	—			—			—
Equity, end of period	$	2,127.4		$	14.1		$	2,141.5		$	2,300.0		$	12.1		$	2,312.1

A summary of the changes in equity for the nine months ended September 28, 2013 and September 29, 2012 is provided below:

	September 28, 2013									September 29, 2012
	SPX									SPX
	Corporation									Corporation
	Shareholders’			Noncontrolling			Total			Shareholders’			Noncontrolling			Total
	Equity			Interests			Equity			Equity			Interests			Equity
Equity, beginning of period	$	2,268.7		$	11.3		$	2,280.0		$	2,227.3		$	10.0		$	2,237.3
Net income	104.0			2.5			106.5			118.7			2.5			121.2
Net unrealized gains on qualifying cash flow hedges, net of tax provision of $0.6 and $0.6 for the nine months ended September 28, 2013 and September 29, 2012, respectively	1.2			—			1.2			1.1			—			1.1
Net unrealized losses on available-for-sale securities	(1.5		)	—			(1.5		)	(1.5		)	—			(1.5		)
Pension liability adjustment, net of tax provision of $10.9 and $7.6 for the nine months ended September 28, 2013 and September 29, 2012, respectively	18.4			—			18.4			13.2			—			13.2
Foreign currency translation adjustments	(2.2		)	(0.6		)	(2.8		)	0.6			0.3			0.9
Total comprehensive income, net	119.9			1.9			121.8			132.1			2.8			134.9
Dividends declared	(34.3		)	—			(34.3		)	(38.2		)	—			(38.2		)
Exercise of stock options and other incentive plan activity, including tax benefit of $5.8 and $3.6 for the the nine months ended September 28, 2013 and September 29, 2012, respectively	18.1			—			18.1			23.2			—			23.2
Amortization of restricted stock and stock unit grants, including $1.0 relating to discontinued operations for the nine months ended September 29, 2012	29.3			—			29.3			34.9			—			34.9
Restricted stock and restricted stock unit vesting, net of tax withholdings	(22.3		)	—			(22.3		)	(4.3		)	—			(4.3		)
Common stock repurchases	(249.0		)	—			(249.0		)	(75.0		)	—			(75.0		)
Dividends attributable to noncontrolling interest	—			—			—			—			(0.7		)	(0.7		)
Other changes in noncontrolling interests	(3.0		)	0.9			(2.1		)	—			—			—
Equity, end of period	$	2,127.4		$	14.1		$	2,141.5		$	2,300.0		$	12.1		$	2,312.1

XML

EQUITY AND STOCK-BASED COMPENSATION (Details 6) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended						9 Months Ended
	Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Sep. 29, 2012	Jun. 30, 2012	Mar. 31, 2012	Sep. 28, 2013	Sep. 29, 2012
Dividends
Dividends declared, per share (in dollars per share)	$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 0.25	$ 0.25
Changes in Equity
Balance	$ 2,011.6		$ 2,280.0	$ 2,175.3		$ 2,237.3	$ 2,280.0	$ 2,237.3
Net income (loss)	62.1			60.2			106.5	121.2
Net unrealized gains on qualifying cash flow hedges, net of tax provision	2.3			0.5			1.2	1.1
Net unrealized gains on qualifying cash flow hedges, tax provision	1.0			0.3			0.6	0.6
Net unrealized losses on available-for-sale securities	(0.8)			(2.9)			(1.5)	(1.5)
Pension liability adjustment, net of tax provision	3.2			3.7			18.4	13.2
Pension liability adjustment, tax provision	3.3			2.5			10.9	7.6
Foreign currency translation adjustments	70.8			78.1			(2.8)	0.9
Total comprehensive income (loss), net	137.6			139.6			121.8	134.9
Dividends declared	(11.4)	(11.5)	(11.4)	(12.7)	(12.7)	(12.8)	(34.3)	(38.2)
Exercise of stock options and other incentive plan activity	3.7			4.6			18.1	23.2
Exercise of stock options and other incentive plan activity, tax benefit				0.1			5.8	3.6
Amortization of restricted stock and restricted stock unit grants	3.7			6.0			29.3	34.9
Amortization of restricted stock and stock unit grants relating to discontinued operations				0.4				1.0
Restricted stock and restricted stock unit vesting, net of tax withholdings	(2.0)						(22.3)	(4.3)
Common stock repurchases							(249.0)	(75.0)
Dividends attributable to noncontrolling interests				(0.7)				(0.7)
Other changes in noncontrolling interests	(1.7)						(2.1)
Balance	2,141.5	2,011.6		2,312.1	2,175.3		2,141.5	2,312.1
SPX Corporation Shareholders' Equity
Changes in Equity
Balance	1,998.7		2,268.7	2,165.2		2,227.3	2,268.7	2,227.3
Net income (loss)	62.9			57.8			104.0	118.7
Net unrealized gains on qualifying cash flow hedges, net of tax provision	2.3			0.5			1.2	1.1
Net unrealized losses on available-for-sale securities	(0.8)			(2.9)			(1.5)	(1.5)
Pension liability adjustment, net of tax provision	3.2			3.7			18.4	13.2
Foreign currency translation adjustments	70.1			77.8			(2.2)	0.6
Total comprehensive income (loss), net	137.7			136.9			119.9	132.1
Dividends declared	(11.4)			(12.7)			(34.3)	(38.2)
Exercise of stock options and other incentive plan activity	3.7			4.6			18.1	23.2
Amortization of restricted stock and restricted stock unit grants	3.7			6.0			29.3	34.9
Restricted stock and restricted stock unit vesting, net of tax withholdings	(2.0)						(22.3)	(4.3)
Common stock repurchases							(249.0)	(75.0)
Other changes in noncontrolling interests	(3.0)						(3.0)
Balance	2,127.4			2,300.0			2,127.4	2,300.0
Noncontrolling Interests
Changes in Equity
Balance	12.9		11.3	10.1		10.0	11.3	10.0
Net income (loss)	(0.8)			2.4			2.5	2.5
Foreign currency translation adjustments	0.7			0.3			(0.6)	0.3
Total comprehensive income (loss), net	(0.1)			2.7			1.9	2.8
Dividends attributable to noncontrolling interests				(0.7)				(0.7)
Other changes in noncontrolling interests	1.3						0.9
Balance	$ 14.1			$ 12.1			$ 14.1	$ 12.1

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	Sep. 28, 2013	Dec. 31, 2012
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, shares issued	99,748,064	99,453,784
Common stock, shares outstanding	45,339,854	48,303,707
Common stock in treasury, shares	54,408,210	51,150,077

XML

SPECIAL CHARGES, NET

9 Months Ended

Sep. 28, 2013

SPECIAL CHARGES, NET

SPECIAL CHARGES, NET

(5) SPECIAL CHARGES, NET

Special charges, net, for the three and nine months ended September 28, 2013 and September 29, 2012 are summarized and described in more detail below:

	Three months ended				Nine months ended
	September 28,		September 29,		September 28,		September 29,
	2013		2012		2013		2012
Flow Technology reportable segment	$	6.4	$	5.5	$	11.4	$	12.7
Thermal Equipment and Services reportable segment	0.4		0.4		12.0		2.8
Industrial Products and Services and Other	0.1		0.3		1.2		0.3
Corporate	—		0.2		0.5		1.4
Total	$	6.9	$	6.4	$	25.1	$	17.2

Flow Technology reportable segment — Charges for the three and nine months ended September 28, 2013 related primarily to severance costs associated with (i) restructuring initiatives at Clyde Union locations in the U.K. and the U.S. and (ii) the operational realignment of the segment’s reporting structure. These actions were taken primarily to reduce the cost base of Clyde Union, as we continue to integrate the business into our Flow Technology reportable segment, and to further align the segment’s operational structure to its key end-markets. Charges for the three and nine months ended September 29, 2012 related primarily to cost reduction initiatives for the segment’s components business in Europe and at locations in Canada and Denmark, as well as costs associated with the relocation of the segment’s Americas shared service center from Des Plaines, IL to Charlotte, NC, the initial integration of Clyde Union, and the reorganization of the segment’s systems business.

Thermal Equipment and Services reportable segment — Charges for the three and nine months ended September 28, 2013 related primarily to severance and other 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 in response to reduced demand for nuclear power products and services in Europe. Charges for the three and nine months ended September 29, 2012 related primarily to costs associated with restructuring initiatives at two locations in China, including asset impairment charges of $0.1 and $1.4, respectively, and severance costs associated with transferring certain functions of our boiler and heating products business to Chicago, IL.

Industrial Products and Services and Other — Charges for the three and nine months ended September 28, 2013 related primarily to costs associated with restructuring initiatives at various locations in the U.S. Charges for the three and nine months ended September 29, 2012 related primarily to the consolidation of two locations in Maine.

Corporate — Charges for the nine months ended September 28, 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 nine months ended September 29, 2012 related primarily to costs associated with consolidating certain corporate functions and our legal entity reduction initiative.

Expected charges still to be incurred under actions approved as of September 28, 2013 are approximately $4.0.

The following is an analysis of our restructuring liabilities for the nine months ended September 28, 2013 and September 29, 2012:

	Nine months ended
	September 28,			September 29,
	2013			2012
Balance at beginning of period	$	16.4		$	11.0
Special charges (1)	27.5			14.9
Utilization — cash (2)	(23.8		)	(15.3		)
Currency translation adjustment and other	0.5			0.1
Balance at end of period	$	20.6		$	10.7

(1) The nine months ended September 28, 2013 and September 29, 2012 included $4.4 and $0, respectively, of charges that related to discontinued operations for which we have retained the related liabilities, and excluded $2.0 and $2.3, respectively, of non-cash charges that did not impact the restructuring liabilities.

(2) The nine months ended September 28, 2013 included $2.7 of cash utilized to settle retained liabilities of discontinued operations.

XML

SPECIAL CHARGES, NET (Tables)

9 Months Ended

Sep. 28, 2013

SPECIAL CHARGES, NET

Schedule of special charges, net

	Three months ended				Nine months ended
	September 28,		September 29,		September 28,		September 29,
	2013		2012		2013		2012
Flow Technology reportable segment	$	6.4	$	5.5	$	11.4	$	12.7
Thermal Equipment and Services reportable segment	0.4		0.4		12.0		2.8
Industrial Products and Services and Other	0.1		0.3		1.2		0.3
Corporate	—		0.2		0.5		1.4
Total	$	6.9	$	6.4	$	25.1	$	17.2

Rollforward of restructuring liabilities

	Nine months ended
	September 28,			September 29,
	2013			2012
Balance at beginning of period	$	16.4		$	11.0
Special charges (1)	27.5			14.9
Utilization — cash (2)	(23.8		)	(15.3		)
Currency translation adjustment and other	0.5			0.1
Balance at end of period	$	20.6		$	10.7

(1) The nine months ended September 28, 2013 and September 29, 2012 included $4.4 and $0, respectively, of charges that related to discontinued operations for which we have retained the related liabilities, and excluded $2.0 and $2.3, respectively, of non-cash charges that did not impact the restructuring liabilities.

(2) The nine months ended September 28, 2013 included $2.7 of cash utilized to settle retained liabilities of discontinued operations.

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CONTINGENT LIABILITIES AND OTHER MATTERS (Details 3) (Consortium arrangements, Thermal Equipment and Services reportable segment, USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 28, 2013	Dec. 31, 2012
Consortium arrangements | Thermal Equipment and Services reportable segment
Collaborative Arrangements
Entity's share of the aggregate contract value on open consortium arrangements	$ 257.5	$ 264.4
Percentage of entity's share of the aggregate contract value, recognized as revenue	68.00%	62.00%
Aggregate contract value on open consortium arrangements	697.3	740.9
Estimated fair value of potential obligation recorded as a liabilities	$ 1.5	$ 1.5

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CONTINGENT LIABILITIES AND OTHER MATTERS

9 Months Ended

Sep. 28, 2013

CONTINGENT LIABILITIES AND OTHER MATTERS

CONTINGENT LIABILITIES AND OTHER MATTERS

(13) CONTINGENT LIABILITIES AND OTHER MATTERS

General

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 currently unaware, 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 material effect, individually or in the aggregate, on our financial position, results of operations and cash flows. These accruals totaled $548.8 (including $502.5 for risk management matters) and $548.6 (including $501.3 for risk management matters) at September 28, 2013 and December 31, 2012, respectively. Of these amounts, $499.8 and $497.0 were included in “Other long-term liabilities” within our condensed consolidated balance sheets at September 28, 2013 and December 31, 2012, respectively, with the remainder included in “Accrued expenses.” It is reasonably possible that our ultimate liability for these items could exceed the amount of the recorded accruals; however, we believe the estimated amount of any potential additional liability would not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

We had insurance recovery assets related to risk management matters of $432.8 and $430.6 at September 28, 2013 and December 31, 2012, respectively, included in “Other assets” within our condensed consolidated balance sheets.

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 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 condensed consolidated balance sheets because, based on actual operating results for 2012, we do not believe Clyde Union achieved the required minimum Annual 2012 Group EBITDA.

Litigation Matters

We are subject to litigation matters that arise in the normal course of business.  We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows.

Environmental Matters

Our operations and properties are subject to federal, state, local and foreign regulatory requirements relating to environmental protection. It is our policy to comply fully with all applicable requirements. As part of our effort to comply, we have a comprehensive environmental compliance program that includes environmental audits conducted by internal and external independent professionals, as well as regular communications with our operating units regarding environmental compliance requirements and anticipated regulations. Based on current information, we believe that our operations are in substantial compliance with applicable environmental laws and regulations, and we are not aware of any violations that could have a material effect, individually or in the aggregate, on our business, financial position, results of operations or cash flows. We have liabilities for site investigation and/or remediation at 94 sites (95 sites at December 31, 2012) that we own or control. In addition, while we believe that we maintain adequate accruals to cover the costs of site investigation and/or remediation, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.

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. 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. It is our policy to realize a change in estimate once it becomes probable and can be reasonably estimated. We 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 generally do not discount our environmental accruals and do not reduce them by anticipated insurance recoveries.

In the case of contamination at offsite, third-party disposal sites, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 23 sites at September 28, 2013 and December 31, 2012 at which the liability has not been settled, of which six sites as of September 28, 2013 and December 31, 2012 have been active in the past few years. These laws may impose liability on certain persons that are considered jointly and severally liable for the costs of investigation and remediation of hazardous substances present at these sites, regardless of fault or legality of the original disposal. These persons include the present or former owners or operators of the site and companies that generated, disposed of or arranged for the disposal of hazardous substances at the site. We are considered a “de minimis” potentially responsible party at most of the sites, and we estimate that our aggregate liability, if any, related to these sites is not material to our condensed consolidated financial statements. We conduct extensive environmental due diligence with respect to potential acquisitions, including environmental site assessments and such further testing as we may deem warranted. If an environmental matter is identified, we estimate the cost and either establish a liability, purchase insurance or obtain an indemnity from a financially sound seller; however, in connection with our acquisitions or dispositions, we may assume or retain significant environmental liabilities, some of which we may be unaware. The potential costs related to these environmental matters and the possible impact on future operations are uncertain due in part to the complexity of government laws and regulations and their interpretations, the varying costs and effectiveness of various clean-up technologies, the uncertain level of insurance or other types of recovery, and the questionable level of our responsibility. We record a liability when it is both probable and the amount can be reasonably estimated.

In our opinion, after considering accruals established for such purposes, remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows.

Risk Management Matters

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 risk management matters are determined by us, are based on claims filed and estimates 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. This insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against loss exposure.

Collaborative Arrangements

Collaborative arrangements are defined as a contractual arrangement in which the parties are (i) active participants to the arrangements and (ii) exposed to significant risks and rewards that depend on the commercial success of the endeavor. Costs incurred and revenues generated from transactions with third parties are required to be reported by the collaborators on the appropriate line item in their respective statements of operations.

We enter into consortium arrangements for certain projects within our Thermal Equipment and Services reportable segment. Under such arrangements, each consortium member is responsible for performing certain discrete items of work within the total scope of the contracted work and the consortium expires when all contractual obligations are completed. The revenues for these discrete items of work are defined in the contract with the project owner and each consortium member bearing the profitability risk associated with its own work. Our consortium arrangements typically provide that each consortium member assumes its responsible share of any damages or losses associated with the project; however, the use of a consortium arrangement typically results in joint and several liability for the consortium members. If responsibility cannot be determined or a consortium member defaults, then the consortium members are responsible according to their share of the contract value. Within our condensed consolidated financial statements, we account for our share of the revenues and profits under the consortium arrangements. As of September 28, 2013, our share of the aggregate contract value on open consortium arrangements was $257.5 (of which approximately 68% had been recognized as revenue), and the aggregate contract value on open consortium arrangements was $697.3. As of December 31, 2012, our share of the aggregate contract value on open consortium arrangements was $264.4 (of which approximately 62% had been recognized as revenue), and the aggregate contract value on open consortium arrangements was $740.9. We recorded liabilities of $1.5 at both September 28, 2013 and December 31, 2012, representing the estimated fair value of our potential obligation under the joint and several liability provisions associated with the consortium arrangements.

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EQUITY AND STOCK-BASED COMPENSATION (Details) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012
Earnings Per Share
Weighted-average number of common shares used in basic income per share	44,709	49,958	45,592	50,174
Dilutive securities - employee stock options, restricted stock shares and restricted stock units	328	80	548	625
Weighted-average number of common shares and dilutive securities used in diluted income per share	45,037	50,038	46,140	50,799
Stock options
Stock-Based Compensation
Number of options or units that were excluded from the computation of diluted income per share		3		3
Unvested restricted stock units
Stock-Based Compensation
Number of options or units that were excluded from the computation of diluted income per share	857	1,784	758	931

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INCOME TAXES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Jun. 29, 2013	Sep. 28, 2013	Sep. 29, 2012
Uncertain Tax Positions
Gross unrecognized tax benefits	$ 72.9			$ 72.9
Net unrecognized tax benefits	35.8			35.8
Portion of unrecognized benefits which, if recognized, would impact future effective tax rates	34.9			34.9
Gross accrued interest	6.7			6.7
Net accrued interest	5.0			5.0
Reasonably possible amount that unrecognized tax benefits could decrease within next twelve months, low end of range	10.0			10.0
Reasonably possible amount that unrecognized tax benefits could decrease within next twelve months, high end of range	15.0			15.0
Other Tax Matters
Income tax provision from continuing operations	12.3	9.6		17.2	27.0
Pre-tax income from continuing operations	69.3	58.1		115.8	110.2
Effective income tax rate (as a percent)	17.70%	16.50%		14.90%	24.50%
Tax benefit related to audit settlements and statute expirations	2.3	4.2		8.7	7.0
Tax benefit related to reduction in deferred tax liabilities		2.8
Tax benefit related to the research and experimentation credit generated in 2012			4.1
Tax benefit related to the foreign tax credits			2.0
Net tax benefits recognized on expiry of statute of limitations			1.8
Tax expense partially offset with the deconsolidation of dry cooling business in China					6.1
Period within which the audit of federal income tax returns is not expected to be concluded				12 months
Minimum
Operating Loss Carryforwards
State income tax returns subject to examination for a period				3 years
Maximum
Operating Loss Carryforwards
State income tax returns subject to examination for a period				5 years
Maximum period for which impact on state income tax returns of any federal changes remains subject to examination by various states				1 year
Foreign Country
Other Tax Matters
Income tax charges related to valuation allowances recorded against deferred income tax assets	$ 6.4

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INVENTORIES, NET (Details) (USD $) In Millions, unless otherwise specified	Sep. 28, 2013	Dec. 31, 2012
INVENTORIES, NET
Finished goods	$ 160.0	$ 127.7
Work in process	191.7	161.7
Raw material and purchased parts	238.6	253.2
Total FIFO cost	590.3	542.6
Excess of FIFO cost over LIFO inventory value	(20.2)	(19.7)
Total inventories, net	$ 570.1	$ 522.9
Domestic inventories, valued using the last-in, first-out ("LIFO") method, as a percentage of total inventory	23.00%	18.00%

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WARRANTY (Tables)

9 Months Ended

Sep. 28, 2013

WARRANTY

Schedule of product warranty accrual

	Nine months ended
	September 28,			September 29,
	2013			2012
Balance at beginning of period	$	59.7		$	55.7
Provision	15.1			16.6
Usage	(22.4		)	(18.8		)
Balance at end of period	52.4			53.5
Less: Current portion of warranty	42.6			43.7
Non-current portion of warranty	$	9.8		$	9.8

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 28, 2013

GOODWILL AND OTHER INTANGIBLE ASSETS

Schedule of changes in the carrying amount of goodwill, by reportable segment and other operating segments

				Goodwill				Foreign
				resulting from				Currency
	December 31,			business				Translation			September 28,
	2012			combinations		Impairments		and other			2013
Flow Technology reportable segment
Gross goodwill	$	1,114.6		$	—	$	—	$	1.7		$	1,116.3
Accumulated impairments	—			—		—		—			—
Goodwill	1,114.6			—		—		1.7			1,116.3
Thermal Equipment and Services reportable segment
Gross goodwill	563.7			—		—		4.4			568.1
Accumulated impairments	(395.7		)	—		—		(2.8		)	(398.5		)
Goodwill	168.0			—		—		1.6			169.6
Industrial Products and Services and Other
Gross goodwill	367.6			—		—		(1.3		)	366.3
Accumulated impairments	(140.4		)	—		—		0.1			(140.3		)
Goodwill	227.2			—		—		(1.2		)	226.0
Total
Gross goodwill	2,045.9			—		—		4.8			2,050.7
Accumulated impairments	(536.1		)	—		—		(2.7		)	(538.8		)
Goodwill	$	1,509.8		$	—	$	—	$	2.1		$	1,511.9

Schedule of identifiable intangible assets

	September 28, 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	$	8.6	$	(8.2	)	$	0.4	$	8.6	$	(8.0	)	$	0.6
Technology	195.0		(49.6		)	145.4		190.3		(41.4		)	148.9
Customer relationships	409.1		(73.8		)	335.3		415.2		(58.1		)	357.1
Other	29.2		(17.3		)	11.9		29.0		(16.1		)	12.9
	641.9		(148.9		)	493.0		643.1		(123.6		)	519.5
Trademarks with indefinite lives	434.2		—			434.2		435.8		—			435.8
Total	$	1,076.1	$	(148.9	)	$	927.2	$	1,078.9	$	(123.6	)	$	955.3

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FINANCIAL INSTRUMENTS (Details 2) (USD $) In Millions, unless otherwise specified	Sep. 28, 2013	Dec. 31, 2012
FX forward contracts
Fair value of derivative financial instruments
Gross assets	$ 0.6	$ 0.3
Gross liabilities	(0.6)	(0.5)
Net assets / liabilities		(0.2)
FX forward contracts | Counterparty A
Fair value of derivative financial instruments
Gross assets	0.5	0.2
Gross liabilities		(0.3)
Net assets / liabilities	0.5	(0.1)
FX forward contracts | Counterparty B
Fair value of derivative financial instruments
Gross assets	0.1	0.1
Gross liabilities	(0.6)	(0.2)
Net assets / liabilities	(0.5)	(0.1)
Derivative contracts designated as hedging instruments | FX forward contracts
Fair value of derivative financial instruments
Net assets / liabilities	0.1	(0.2)
Derivative contracts designated as hedging instruments | FX forward contracts | Other current assets
Fair value of derivative financial instruments
Gross assets	0.1	0.1
Derivative contracts designated as hedging instruments | FX forward contracts | Accrued expenses
Fair value of derivative financial instruments
Gross liabilities		(0.3)
Derivative contracts designated as hedging instruments | Commodity contracts | Counterparty A
Fair value of derivative financial instruments
Gross assets	0.1	0.3
Gross liabilities		(0.1)
Net assets / liabilities	0.1	0.2
Derivative contracts not designated as hedging instruments | FX forward contracts
Fair value of derivative financial instruments
Net assets / liabilities	(0.1)
Derivative contracts not designated as hedging instruments | FX forward contracts | Other current assets
Fair value of derivative financial instruments
Gross assets	0.4	0.1
Derivative contracts not designated as hedging instruments | FX forward contracts | Accrued expenses
Fair value of derivative financial instruments
Gross liabilities	(0.5)	(0.1)
Derivative contracts not designated as hedging instruments | FX embedded derivatives
Fair value of derivative financial instruments
Net assets / liabilities	(5.3)	(10.4)
Derivative contracts not designated as hedging instruments | FX embedded derivatives | Other current assets
Fair value of derivative financial instruments
Gross assets	0.6	0.3
Derivative contracts not designated as hedging instruments | FX embedded derivatives | Other noncurrent assets
Fair value of derivative financial instruments
Gross assets	0.8
Derivative contracts not designated as hedging instruments | FX embedded derivatives | Accrued expenses
Fair value of derivative financial instruments
Gross liabilities	(6.1)	(0.9)
Derivative contracts not designated as hedging instruments | FX embedded derivatives | Other long-term liabilities
Fair value of derivative financial instruments
Gross liabilities	$ (0.6)	$ (9.8)

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ACQUISITION, DISCONTINUED OPERATIONS AND FORMATION OF SHANGHAI ELECTRIC JV (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	0 Months Ended	12 Months Ended
	Sep. 29, 2012	Mar. 21, 2012 Flow Technology reportable segment Seital	Mar. 31, 2012 Flow Technology reportable segment Seital
Acquisitions
Purchase price of the business acquired	$ 30.5	$ 28.8
Cash acquired in business acquisition		2.5
Debt assumed in business acquisition		0.8
Revenues of the acquired business for the prior twelve months			$ 14.0

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GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2) (USD $) In Millions, unless otherwise specified	9 Months Ended		3 Months Ended										3 Months Ended
	Sep. 28, 2013	Dec. 31, 2012	Dec. 31, 2012 Clyde Union Holdings, SARL	Sep. 28, 2013 Clyde Union Holdings, SARL	Sep. 28, 2013 Flow Technology reportable segment	Dec. 31, 2012 Flow Technology reportable segment	Sep. 28, 2013 Thermal Equipment and Services reportable segment	Dec. 31, 2012 Thermal Equipment and Services reportable segment	Sep. 28, 2013 Industrial Products and Services and Other	Dec. 31, 2012 Industrial Products and Services and Other	Sep. 28, 2013 Trademarks	Dec. 31, 2012 Trademarks	Mar. 30, 2013 Trademarks Clyde Union Holdings, SARL	Sep. 28, 2013 Patents	Dec. 31, 2012 Patents	Sep. 28, 2013 Technology	Dec. 31, 2012 Technology	Sep. 28, 2013 Customer relationships	Dec. 31, 2012 Customer relationships	Sep. 28, 2013 Other	Dec. 31, 2012 Other
Intangible assets with determinable lives
Gross carrying value of finite-lived intangible assets	$ 641.9	$ 643.1												$ 8.6	$ 8.6	$ 195.0	$ 190.3	$ 409.1	$ 415.2	$ 29.2	$ 29.0
Accumulated Amortization	(148.9)	(123.6)												(8.2)	(8.0)	(49.6)	(41.4)	(73.8)	(58.1)	(17.3)	(16.1)
Net carrying value of finite-lived intangible assets	493.0	519.5			437.4		48.5		7.1					0.4	0.6	145.4	148.9	335.3	357.1	11.9	12.9
Intangible assets with indefinite lives
Trademarks					289.3		126.2		18.7		434.2	435.8
Total intangible assets
Gross Carrying Value	1,076.1	1,078.9
Net Carrying Value	927.2	955.3
Percentage of fair value of goodwill in excess of carrying value			2.00%
Goodwill	1,511.9	1,509.8		387.0	1,116.3	1,114.6	169.6	168.0	226.0	227.2
Impairment charges	$ 2.0												$ 2.0

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EQUITY AND STOCK-BASED COMPENSATION (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012
Stock-based Compensation
Compensation expense	$ 3.7	$ 5.6	$ 29.3	$ 33.9
Related tax benefit	$ 1.4	$ 2.2	$ 10.7	$ 12.9

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EQUITY AND STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 28, 2013

EQUITY AND STOCK-BASED COMPENSATION

Schedule of weighted-average shares outstanding used in the computation of basic and diluted earnings per share

	Three months ended		Nine months ended
	September 28,	September 29,	September 28,	September 29,
	2013	2012	2013	2012
Weighted-average number of common shares used in basic income per share	44.709	49.958	45.592	50.174
Dilutive securities — employee stock options, restricted stock shares and restricted stock units	0.328	0.080	0.548	0.625
Weighted-average number of common shares and dilutive securities used in diluted income per share	45.037	50.038	46.140	50.799

Schedule of changes in the components of accumulated other comprehensive loss

The changes in the components of accumulated other comprehensive loss, net of tax, for the three months ended September 28, 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	$	225.8	$	(4.4	)	$	(3.8	)	$	(505.4	)	$	(287.8	)
Other comprehensive gain (loss) before reclassifications	70.1		0.5			(0.8		)	(3.3		)	66.5
Amounts reclassified from accumulated other comprehensive loss	—		1.8			—			6.5			8.3
Current-period other comprehensive gain (loss)	70.1		2.3			(0.8		)	3.2			74.8
Balance at end of period	$	295.9	$	(2.1	)	$	(4.6	)	$	(502.2	)	$	(213.0	)

(1) Net of tax benefit of $1.9 and $2.9 as of September 28, 2013 and June 29, 2013, respectively.

(2) Net of tax benefit of $307.6 and $310.9 as of September 28, 2013 and June 29, 2013, respectively. Includes $5.0 related to our share of the pension liability adjustment for EGS as of September 28, 2013 and June 29, 2013.

The changes in the components of accumulated other comprehensive loss, net of tax, for the nine months ended September 28, 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 loss before reclassifications	(2.2		)	(1.1		)	(1.5		)	(1.1		)	(5.9		)
Amounts reclassified from accumulated other comprehensive loss	—			2.3			—			19.5			21.8
Current-period other comprehensive gain (loss)	(2.2		)	1.2			(1.5		)	18.4			15.9
Balance at end of period	$	295.9		$	(2.1	)	$	(4.6	)	$	(502.2	)	$	(213.0	)

(1) Net of tax benefit of $1.9 and $2.5 as of September 28, 2013 and December 31, 2012, respectively.

(2) Net of tax benefit of $307.6 and $318.5 as of September 28, 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 September 28, 2013 and December 31, 2012, respectively.

Schedule of amounts reclassified from each component of accumulated comprehensive loss

	Amount Reclassified from AOCI
	Three months ended			Nine months ended			Affected Line Item in the
	September 28,			September 28,			Condensed Consolidated Statement
	2013			2013			of Operations
Losses on qualifying cash flow hedges:
FX forward contracts	$	2.2		$	3.0		Revenues
Commodity contracts	0.6			0.5			Cost of products sold
Pre-tax	2.8			3.5
Income taxes	(1.0		)	(1.2		)
	$	1.8		$	2.3
Amortization of pension and postretirement items:
Unrecognized losses and prior service credits	$	4.5		$	14.2		Cost of products sold
Unrecognized losses and prior service credits	5.9			16.9			Selling, general and administrative
Pre-tax	10.4			31.1
Income taxes	(3.9		)	(11.6		)
	$	6.5		$	19.5

Schedule of changes in equity

	September 28, 2013									September 29, 2012
	SPX									SPX
	Corporation									Corporation
	Shareholders’			Noncontrolling			Total			Shareholders’			Noncontrolling			Total
	Equity			Interests			Equity			Equity			Interests			Equity
Equity, beginning of period	$	1,998.7		$	12.9		$	2,011.6		$	2,165.2		$	10.1		$	2,175.3
Net income (loss)	62.9			(0.8		)	62.1			57.8			2.4			60.2
Net unrealized gains on qualifying cash flow hedges, net of tax provision of $1.0 and $0.3 for the three months ended September 28, 2013 and September 29, 2012, respectively	2.3			—			2.3			0.5			—			0.5
Net unrealized losses on available-for-sale securities	(0.8		)	—			(0.8		)	(2.9		)	—			(2.9		)
Pension liability adjustment, net of tax provision of $3.3 and $2.5 for the three months ended September 28, 2013 and September 29, 2012, respectively	3.2			—			3.2			3.7			—			3.7
Foreign currency translation adjustments	70.1			0.7			70.8			77.8			0.3			78.1
Total comprehensive income (loss), net	137.7			(0.1		)	137.6			136.9			2.7			139.6
Dividends declared	(11.4		)	—			(11.4		)	(12.7		)	—			(12.7		)
Exercise of stock options and other incentive plan activity, including related tax benefit of $0.1 for the three months ended September 29, 2012	3.7			—			3.7			4.6			—			4.6
Amortization of restricted stock and restricted stock unit grants, including $0.4 relating to discontinued operations for the three months ended September 29, 2012	3.7			—			3.7			6.0			—			6.0
Restricted stock and restricted stock unit vesting, net of tax withholdings	(2.0		)	—			(2.0		)	—			—			—
Dividends attributable to noncontrolling interests	—			—			—			—			(0.7		)	(0.7		)
Other changes in noncontrolling interests	(3.0		)	1.3			(1.7		)	—			—			—
Equity, end of period	$	2,127.4		$	14.1		$	2,141.5		$	2,300.0		$	12.1		$	2,312.1

A summary of the changes in equity for the nine months ended September 28, 2013 and September 29, 2012 is provided below:

	September 28, 2013									September 29, 2012
	SPX									SPX
	Corporation									Corporation
	Shareholders’			Noncontrolling			Total			Shareholders’			Noncontrolling			Total
	Equity			Interests			Equity			Equity			Interests			Equity
Equity, beginning of period	$	2,268.7		$	11.3		$	2,280.0		$	2,227.3		$	10.0		$	2,237.3
Net income	104.0			2.5			106.5			118.7			2.5			121.2
Net unrealized gains on qualifying cash flow hedges, net of tax provision of $0.6 and $0.6 for the nine months ended September 28, 2013 and September 29, 2012, respectively	1.2			—			1.2			1.1			—			1.1
Net unrealized losses on available-for-sale securities	(1.5		)	—			(1.5		)	(1.5		)	—			(1.5		)
Pension liability adjustment, net of tax provision of $10.9 and $7.6 for the nine months ended September 28, 2013 and September 29, 2012, respectively	18.4			—			18.4			13.2			—			13.2
Foreign currency translation adjustments	(2.2		)	(0.6		)	(2.8		)	0.6			0.3			0.9
Total comprehensive income, net	119.9			1.9			121.8			132.1			2.8			134.9
Dividends declared	(34.3		)	—			(34.3		)	(38.2		)	—			(38.2		)
Exercise of stock options and other incentive plan activity, including tax benefit of $5.8 and $3.6 for the the nine months ended September 28, 2013 and September 29, 2012, respectively	18.1			—			18.1			23.2			—			23.2
Amortization of restricted stock and stock unit grants, including $1.0 relating to discontinued operations for the nine months ended September 29, 2012	29.3			—			29.3			34.9			—			34.9
Restricted stock and restricted stock unit vesting, net of tax withholdings	(22.3		)	—			(22.3		)	(4.3		)	—			(4.3		)
Common stock repurchases	(249.0		)	—			(249.0		)	(75.0		)	—			(75.0		)
Dividends attributable to noncontrolling interest	—			—			—			—			(0.7		)	(0.7		)
Other changes in noncontrolling interests	(3.0		)	0.9			(2.1		)	—			—			—
Equity, end of period	$	2,127.4		$	14.1		$	2,141.5		$	2,300.0		$	12.1		$	2,312.1

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INDEBTEDNESS (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 28, 2013	Dec. 31, 2012
Debt
Balance at the beginning of the period	$ 1,692.0
Borrowings	325.0
Repayments	(334.7)
Other	4.5
Balance at the end of the period	1,686.8
Less: short-term debt	29.7	33.4
Less: current maturities of long-term debt	98.4	8.7
Total long-term debt	1,558.7	1,649.9
Domestic revolving loan facility
Debt
Borrowings	287.0
Repayments	(287.0)
Term loan
Debt
Balance at the beginning of the period	475.0
Balance at the end of the period	475.0
Debt repayable in quarterly installments	475.0
Percentage of initial principal amount which the entity will repay in 2014	15.00%
Percentage of initial principal amount which the entity will repay in 2015	20.00%
Percentage of initial principal amount which the entity will repay at the end of the first fiscal quarter of 2016	5.00%
Initial principal amount	500.0
6.875% senior notes, maturing in August 2017
Debt
Balance at the beginning of the period		600.0
Balance at the end of the period	600.0	600.0
Interest rate percentage	6.875%
7.625% senior notes, maturing in December 2014
Debt
Balance at the beginning of the period		500.0
Balance at the end of the period	500.0	500.0
Interest rate percentage	7.625%
Trade receivables financing arrangement
Debt
Borrowings	35.0
Repayments	(35.0)
Maximum borrowing capacity under financing arrangement	80.0
Available borrowing capacity under financing arrangement	42.6
Other indebtedness
Debt
Balance at the beginning of the period	117.0
Borrowings	3.0
Repayments	(12.7)
Other	4.5
Balance at the end of the period	111.8
Capital lease obligations	75.6	82.3
Purchase card programs	$ 27.6	$ 27.9

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INVENTORIES, NET (Tables)

9 Months Ended

Sep. 28, 2013

INVENTORIES, NET

Schedule of inventories

	September 28,			December 31,
	2013			2012
Finished goods	$	160.0		$	127.7
Work in process	191.7			161.7
Raw material and purchased parts	238.6			253.2
Total FIFO cost	590.3			542.6
Excess of FIFO cost over LIFO inventory value	(20.2		)	(19.7		)
Total inventories, net	$	570.1		$	522.9

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BASIS OF PRESENTATION

9 Months Ended

Sep. 28, 2013

BASIS OF PRESENTATION

BASIS OF PRESENTATION

(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 $11.4 and $30.5 for the three and nine months ended September 28, 2013, respectively, and $8.6 and $25.1 for the three and nine months ended September 29, 2012, respectively. Summarized financial results of EGS for the three and nine months ended June 30, 2013 and 2012 were as follows:

	Three months ended				Nine months ended
	June 30,		June 30,		June 30,		June 30,
	2013		2012		2013		2012
Revenues	$	129.1	$	127.5	$	380.2	$	387.2
Gross profit	57.0		52.8		164.7		161.7
Income from continuing operations	25.7		19.4		68.5		56.4
Net income	25.7		19.4		68.5		56.4

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 nine months ended September 28, 2013 and September 29, 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 may not be indicative of full year results. We have reclassified certain prior period amounts, including the results of discontinued operations, to conform to the current period 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 were 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.

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ACQUISITION, DISCONTINUED OPERATIONS AND FORMATION OF SHANGHAI ELECTRIC JV

9 Months Ended

Sep. 28, 2013

ACQUISITION, DISCONTINUED OPERATIONS AND FORMATION OF SHANGHAI ELECTRIC JV

ACQUISITION, DISCONTINUED OPERATIONS AND FORMATION OF SHANGHAI ELECTRIC JV

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

Acquisition

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.

Discontinued Operations

As part of our operating strategy, we regularly review and negotiate 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. During the third quarter of 2013, we committed to a plan to divest certain non-strategic businesses which were previously reported within Industrial Products and Services and Other. These businesses have been reported, for all periods presented, as discontinued operations within the accompanying condensed consolidated financial statements. We are actively pursuing the sale of these businesses and anticipate that the sales will be completed during the next twelve months.

The following businesses were discontinued in a prior quarter:

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 during that quarter, with the loss associated primarily with severance costs and asset impairment charges. During the third quarter of 2013, we recorded a gain, net of taxes, of $3.6 associated primarily with the sale of a perpetual license related to certain of the business’s intangible assets. Proceeds related to the above sales transaction totaled $6.9.

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 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 nine months ended September 28, 2013, we reduced the net gain by $3.1 and $1.5, respectively, associated primarily with the working capital settlement and revisions to income tax and other retained liabilities related to the sale. During the third quarter of 2013, we received $0.8 associated with the working capital settlement.

In addition to the businesses discussed above, we recognized net losses of $0.3 and $1.9 during the three and nine months ended September 28, 2013, respectively, and net losses of $0.7 and $1.6 during the three and nine months ended September 29, 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 periods.

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 nine months ended September 28, 2013 and September 29, 2012, income from discontinued operations and the related income taxes are shown below:

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Income from discontinued operations	$	8.7		$	17.7		$	12.2		$	57.7
Income tax provision	(3.6		)	(6.0		)	(4.3		)	(19.7		)
Income from discontinued operations, net	$	5.1		$	11.7		$	7.9		$	38.0

For the three and nine months ended September 28, 2013 and September 29, 2012, results of operations for our businesses reported as discontinued operations were as follows:

	Three months ended				Nine months ended
	September 28,		September 29,		September 28,		September 29,
	2013		2012		2013		2012
Revenues	$	50.7	$	269.6	$	154.2	$	877.8
Pre-tax income	8.3		18.8		15.0		60.5

The major classes of assets and liabilities, excluding intercompany balances, of the businesses reported as discontinued operations included in the accompanying condensed consolidated balance sheets are shown below:

	September 28,		December 31,
	2013		2012
Assets:
Accounts receivable, net	$	28.4	$	21.2
Inventories, net	40.9		32.7
Other current assets	1.1		1.2
Property, plant and equipment, net	16.8		16.2
Goodwill and intangibles, net	70.6		71.3
Assets of discontinued operations	$	157.8	$	142.6
Liabilities:
Accounts payable	$	17.1	$	18.3
Accrued expenses	14.4		16.6
Liabilities of discontinued operations	$	31.5	$	34.9

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 19.4 received in July 2013. 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 on 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 the gain included in “Other income (expense), net.”

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INVENTORIES, NET

9 Months Ended

Sep. 28, 2013

INVENTORIES, NET

INVENTORIES, NET

(6) INVENTORIES, NET

Inventories, net, comprised the following:

	September 28,			December 31,
	2013			2012
Finished goods	$	160.0		$	127.7
Work in process	191.7			161.7
Raw material and purchased parts	238.6			253.2
Total FIFO cost	590.3			542.6
Excess of FIFO cost over LIFO inventory value	(20.2		)	(19.7		)
Total inventories, net	$	570.1		$	522.9

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 18% of total inventory at September 28, 2013 and December 31, 2012, respectively. Other inventories are valued using the first-in, first-out (“FIFO”) method.

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INFORMATION ON REPORTABLE SEGMENTS AND OTHER OPERATING SEGMENTS

9 Months Ended

Sep. 28, 2013

INFORMATION ON REPORTABLE SEGMENTS AND OTHER OPERATING SEGMENTS

INFORMATION ON REPORTABLE SEGMENTS AND OTHER OPERATING SEGMENTS

(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. The operating segments in this “All Other” category generally serve 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.

As indicated in Note 3, during the third quarter of 2013, we committed to a plan to divest certain of these operating segments, which have been included in discontinued operations in the condensed consolidated financial statements herein, for all periods presented.

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						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Revenues (1):
Flow Technology reportable segment	$	651.6		$	648.6		$	1,918.0		$	1,954.0
Thermal Equipment and Services reportable segment	324.1			375.5			979.5			1,044.2
Industrial Products and Services and Other	170.1			152.6			500.7			466.8
Total revenues	$	1,145.8		$	1,176.7		$	3,398.2		$	3,465.0
Income:
Flow Technology reportable segment	$	83.1		$	78.1		$	205.1		$	194.3
Thermal Equipment and Services reportable segment	21.7			29.1			49.6			55.8
Industrial Products and Services and Other	24.7			17.0			69.1			55.9
Total income for reportable and other operating segments	129.5			124.2			323.8			306.0
Corporate expense	(26.2		)	(24.9		)	(82.2		)	(79.3		)
Pension and postretirement expense	(6.2		)	(10.7		)	(18.6		)	(28.9		)
Stock-based compensation expense	(3.7		)	(5.6		)	(29.3		)	(33.9		)
Impairment of intangible assets	—			—			(2.0		)	—
Special charges, net	(6.9		)	(6.4		)	(25.1		)	(17.2		)
Consolidated operating income	$	86.5		$	76.6		$	166.6		$	146.7

(1) Under the percentage of completion method, we recognized revenues of $317.2 and $394.9 in the three months ended September 28, 2013 and September 29, 2012, respectively. For the nine months ended September 28, 2013 and September 29, 2012, revenues under the percentage of completion method were $1,012.9 and $1,129.6, respectively. Costs and estimated earnings in excess of billings on contracts accounted for under the percentage of completion method were $303.8 and $359.7 as of September 28, 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 $208.3 and $248.6 as of September 28, 2013 and December 31, 2012, respectively. The September 28, 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.

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WARRANTY (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012
Analysis of product warranty accrual
Balance at beginning of period	$ 59.7	$ 55.7
Provision	15.1	16.6
Usage	(22.4)	(18.8)
Balance at end of period	52.4	53.5
Less: Current portion of warranty	42.6	43.7
Non-current portion of warranty	$ 9.8	$ 9.8

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EMPLOYEE BENEFIT PLANS (Tables)

9 Months Ended

Sep. 28, 2013

Domestic Pension Plans

Employee Benefit Plans

Schedule of net periodic benefit expense

Domestic Pension Plans

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Service cost	$	1.9		$	2.9		$	5.6		$	7.6
Interest cost	12.0			13.6			36.0			40.6
Expected return on plan assets	(18.8		)	(15.7		)	(56.3		)	(47.5		)
Amortization of unrecognized losses	9.0			7.6			27.0			21.3
Amortization of unrecognized prior service credits	—			(0.2		)	—			(0.4		)
Curtailment loss	—			—			—			0.1
Net periodic pension benefit expense	$	4.1		$	8.2		$	12.3		$	21.7

Foreign Pension Plans

Employee Benefit Plans

Schedule of net periodic benefit expense

Foreign Pension Plans

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Service cost	$	0.6		$	0.7		$	2.0		$	2.0
Interest cost	3.4			3.6			10.0			10.8
Expected return on plan assets	(4.4		)	(4.2		)	(13.1		)	(12.4		)
Amortization of unrecognized losses	0.7			0.4			2.0			1.1
Total net periodic pension benefit expense	0.3			0.5			0.9			1.5
Less: Net periodic pension benefit expense of discontinued operations	(0.2		)	(0.3		)	(0.6		)	(0.9		)
Net periodic pension benefit expense of continuing operations	$	0.1		$	0.2		$	0.3		$	0.6

Postretirement Plans

Employee Benefit Plans

Schedule of net periodic benefit expense

Postretirement Plans

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Service cost	$	0.1		$	0.1		$	0.3		$	0.3
Interest cost	1.2			1.7			3.6			4.6
Amortization of unrecognized losses	1.1			0.8			3.1			2.7
Amortization of unrecognized prior service credits	(0.4		)	(0.3		)	(1.0		)	(1.0		)
Net periodic postretirement benefit expense	$	2.0		$	2.3		$	6.0		$	6.6

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FAIR VALUE (Tables)

9 Months Ended

Sep. 28, 2013

FAIR VALUE

Schedule of assets and liabilities measured at fair value on a recurring basis

Assets and liabilities measured at fair value on a recurring basis include the following as of September 28, 2013:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3
Other current assets — FX embedded derivatives, FX forward contracts and commodity contracts	$	—	$	1.2	$	—
Other assets — Investments in equity securities and FX embedded derivatives	2.1		0.8		1.7
Accrued expenses — FX embedded derivatives and FX forward contracts	—		6.6		—
Other long-term liabilities — FX embedded derivatives	—		0.6		—

Assets and liabilities measured at fair value on a recurring basis include the following as of December 31, 2012:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3
Other current assets — FX embedded derivatives, FX forward contracts and commodity contracts	$	—	$	0.7	$	—
Other assets — Investments in equity securities	3.6		—		7.5
Accrued expenses — FX forward contracts and FX embedded derivatives	—		1.3		—
Other long-term liabilities — FX embedded derivatives	—		9.8		—

Schedule of reconciliation of investments in equity securities measured at fair value on a recurring basis using significant unobservable inputs (Level 3)

	Nine months ended
	September 28, 2013			September 29, 2012
Balance at beginning of period	$	7.5		$	7.8
Cash consideration received	(5.2		)	—
Unrealized losses recorded to earnings	(0.6		)	(0.2		)
Balance at end of period	$	1.7		$	7.6

Schedule of estimated fair values of other financial liabilities (excluding capital leases) not measured at fair value on a recurring basis

	September 28, 2013				December 31, 2012
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Senior notes	$	1,100.0	$	1,202.9	$	1,100.0	$	1,217.8
Term loan	475.0		475.0		475.0		475.0
Other indebtedness	36.2		36.2		34.7		34.7

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SPECIAL CHARGES, NET (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012
Special charges, net
Special charges, net	$ 6.9	$ 6.4	$ 25.1	$ 17.2
Expected charges to be incurred			4.0
Restructuring liabilities
Balance at beginning of period			16.4	11.0
Special charges			27.5	14.9
Utilization - cash			(23.8)	(15.3)
Currency translation adjustment and other			0.5	0.1
Balance at end of period	20.6	10.7	20.6	10.7
Non-Cash special charges			2.0	2.3
Discontinued operations
Special charges, net
Special charges, net			4.4	0
Restructuring liabilities
Utilization - cash			(2.7)
Flow Technology reportable segment
Special charges, net
Special charges, net	6.4	5.5	11.4	12.7
Thermal Equipment and Services reportable segment
Special charges, net
Special charges, net	0.4	0.4	12.0	2.8
Thermal Equipment and Services reportable segment | China
Special charges, net
Impairment charges		0.1		1.4
Number of restructuring initiatives locations		2		2
Industrial Products and Services and Other
Special charges, net
Special charges, net	0.1	0.3	1.2	0.3
Industrial Products and Services and Other | Maine
Special charges, net
Number of locations consolidated		2		2
Corporate
Special charges, net
Special charges, net		0.2	0.5	1.4
Impairment charges			$ 0.3
Number of terminated building leases			2

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CONTINGENT LIABILITIES AND OTHER MATTERS (Details 2) (Site investigation and remediation)	Sep. 28, 2013 site	Dec. 31, 2012 site
Site investigation and remediation
Environmental Matters
Number of sites	94	95
Number of third-party disposal sites for which entity is potentially responsible	23	23
Number of active sites	6	6

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EQUITY AND STOCK-BASED COMPENSATION (Details 3) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012	Jun. 29, 2013 EGS Electrical Group, LLC and Subsidiaries ("EGS")	Sep. 28, 2013 EGS Electrical Group, LLC and Subsidiaries ("EGS")	Dec. 31, 2012 EGS Electrical Group, LLC and Subsidiaries ("EGS")	Sep. 28, 2013 Total	Sep. 28, 2013 Total	Sep. 28, 2013 Foreign Currency Translation Adjustment	Sep. 28, 2013 Foreign Currency Translation Adjustment	Sep. 28, 2013 Net Unrealized Losses on Qualifying Cash Flow Hedges	Jun. 29, 2013 Net Unrealized Losses on Qualifying Cash Flow Hedges	Sep. 28, 2013 Net Unrealized Losses on Qualifying Cash Flow Hedges	Dec. 31, 2012 Net Unrealized Losses on Qualifying Cash Flow Hedges	Sep. 28, 2013 Net Unrealized Losses on Available-for-Sale Securities	Sep. 28, 2013 Net Unrealized Losses on Available-for-Sale Securities	Sep. 28, 2013 Pension and Postretirement Liability Adjustment and Other	Jun. 29, 2013 Pension and Postretirement Liability Adjustment and Other	Sep. 28, 2013 Pension and Postretirement Liability Adjustment and Other	Dec. 31, 2012 Pension and Postretirement Liability Adjustment and Other
Components of Accumulated Other Comprehensive Loss
Balance at beginning of period			$ (228.9)					$ (287.8)	$ (228.9)	$ 225.8	$ 298.1	$ (4.4)	$ (3.3)	$ (3.3)		$ (3.8)	$ (3.1)	$ (505.4)	$ (520.6)	$ (520.6)
Other comprehensive gain (loss) before reclassifications								66.5	(5.9)	70.1	(2.2)	0.5		(1.1)		(0.8)	(1.5)	(3.3)		(1.1)
Amounts reclassified from accumulated other comprehensive loss								8.3	21.8			1.8		2.3				6.5		19.5
Current-period other comprehensive gain (loss)								74.8	15.9	70.1	(2.2)	2.3		1.2		(0.8)	(1.5)	3.2		18.4
Balance at end of period	(213.0)		(213.0)					(213.0)	(213.0)	295.9	295.9	(2.1)	(4.4)	(2.1)	(3.3)	(4.6)	(4.6)	(502.2)	(505.4)	(502.2)	(520.6)
Net unrealized gain (loss) on qualifying cash flow hedges, tax benefit (provision)													2.9	1.9	2.5
Pension and postretirement liability adjustment and other, tax benefit	$ 3.3	$ 2.5	$ 10.9	$ 7.6	$ 5.0	$ 5.0	$ 3.8												$ 310.9	$ 307.6	$ 318.5

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FINANCIAL INSTRUMENTS (Details) (USD $) In Millions, unless otherwise specified			9 Months Ended
	Sep. 28, 2013 FX forward contracts	Dec. 31, 2012 FX forward contracts	Sep. 28, 2013 FX forward contracts Minimum	Sep. 28, 2013 FX forward contracts Maximum	Sep. 28, 2013 FX embedded derivatives	Dec. 31, 2012 FX embedded derivatives	Sep. 28, 2013 Commodity contracts lb	Dec. 31, 2012 Commodity contracts lb
Derivative disclosures
Aggregate notional amount	$ 138.7	$ 107.3			$ 128.9	$ 96.3
Derivative contract maturity period			1 year	2 years
Unrealized gain (loss), net of tax, recorded in AOCI related to commodity and FX forward contracts	(1.7)	(3.4)					(0.4)	0.1
Unrealized loss reclassified into income over the next 12 months	$ 1.3
Notional amount of commodity contracts (in pounds of copper)							3,700,000	3,300,000

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Sep. 28, 2013	Dec. 31, 2012
Current assets:
Cash and equivalents	$ 490.7	$ 984.1
Accounts receivable, net	1,200.2	1,311.8
Inventories, net	570.1	522.9
Other current assets	143.1	148.7
Deferred income taxes	74.7	92.4
Assets of discontinued operations	157.8	142.6
Total current assets	2,636.6	3,202.5
Property, plant and equipment:
Land	45.1	43.5
Buildings and leasehold improvements	384.6	389.7
Machinery and equipment	781.5	776.4
Property, plant and equipment, gross	1,211.2	1,209.6
Accumulated depreciation	(509.7)	(480.8)
Property, plant and equipment, net	701.5	728.8
Goodwill	1,511.9	1,509.8
Intangibles, net	927.2	955.3
Other assets	771.7	733.7
TOTAL ASSETS	6,548.9	7,130.1
Current liabilities:
Accounts payable	482.3	553.1
Accrued expenses	935.1	980.0
Income taxes payable	15.0	126.5
Short-term debt	29.7	33.4
Current maturities of long-term debt	98.4	8.7
Liabilities of discontinued operations	31.5	34.9
Total current liabilities	1,592.0	1,736.6
Long-term debt	1,558.7	1,649.9
Deferred and other income taxes	323.7	251.1
Other long-term liabilities	933.0	1,212.5
Total long-term liabilities	2,815.4	3,113.5
Commitments and contingent liabilities (Note 13)
SPX Corporation shareholders' equity:
Common stock (99,748,064 and 45,339,854 issued and outstanding at September 28, 2013, respectively, 99,453,784 and 48,303,707 issued and outstanding at December 31, 2012, respectively)	1,003.9	998.9
Paid-in capital	1,567.7	1,553.7
Retained earnings	2,766.3	2,696.6
Accumulated other comprehensive loss	(213.0)	(228.9)
Common stock in treasury (54,408,210 and 51,150,077 shares at September 28, 2013 and December 31, 2012, respectively)	(2,997.5)	(2,751.6)
Total SPX Corporation shareholders' equity	2,127.4	2,268.7
Noncontrolling interests	14.1	11.3
Total equity	2,141.5	2,280.0
TOTAL LIABILITIES AND EQUITY	$ 6,548.9	$ 7,130.1

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EMPLOYEE BENEFIT PLANS

9 Months Ended

Sep. 28, 2013

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

(9) EMPLOYEE BENEFIT PLANS

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

Domestic Pension Plans

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Service cost	$	1.9		$	2.9		$	5.6		$	7.6
Interest cost	12.0			13.6			36.0			40.6
Expected return on plan assets	(18.8		)	(15.7		)	(56.3		)	(47.5		)
Amortization of unrecognized losses	9.0			7.6			27.0			21.3
Amortization of unrecognized prior service credits	—			(0.2		)	—			(0.4		)
Curtailment loss	—			—			—			0.1
Net periodic pension benefit expense	$	4.1		$	8.2		$	12.3		$	21.7

Foreign Pension Plans

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Service cost	$	0.6		$	0.7		$	2.0		$	2.0
Interest cost	3.4			3.6			10.0			10.8
Expected return on plan assets	(4.4		)	(4.2		)	(13.1		)	(12.4		)
Amortization of unrecognized losses	0.7			0.4			2.0			1.1
Total net periodic pension benefit expense	0.3			0.5			0.9			1.5
Less: Net periodic pension benefit expense of discontinued operations	(0.2		)	(0.3		)	(0.6		)	(0.9		)
Net periodic pension benefit expense of continuing operations	$	0.1		$	0.2		$	0.3		$	0.6

Postretirement Plans

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Service cost	$	0.1		$	0.1		$	0.3		$	0.3
Interest cost	1.2			1.7			3.6			4.6
Amortization of unrecognized losses	1.1			0.8			3.1			2.7
Amortization of unrecognized prior service credits	(0.4		)	(0.3		)	(1.0		)	(1.0		)
Net periodic postretirement benefit expense	$	2.0		$	2.3		$	6.0		$	6.6

Employer Contributions

During the first nine months of 2013, we made contributions to our domestic and foreign pension plans of approximately $293.0, 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 $9.4 in the first nine months of 2013. Of our 2013 contributions, $1.8 related to businesses that have been disposed of and classified as discontinued operations.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012
Cash flows used in operating activities:
Net income	$ 106.5	$ 121.2
Less: Income from discontinued operations, net of tax	7.9	38.0
Income from continuing operations	98.6	83.2
Adjustments to reconcile income from continuing operations to net cash used in operating activities:
Special charges, net	25.1	17.2
Impairment of intangible assets	2.0
Gain on sale of a business		(20.5)
Deferred and other income taxes	89.3	5.4
Depreciation and amortization	84.5	81.7
Pension and other employee benefits	32.2	43.7
Stock-based compensation	29.3	33.9
Other, net	4.2	10.7
Changes in operating assets and liabilities, net of effects from acquisition and divestitures:
Accounts receivable and other assets	78.1	(192.4)
Inventories	(58.5)	(22.4)
Accounts payable, accrued expenses and other	(263.8)	(175.1)
Discretionary pension contribution	(250.0)
Cash spending on restructuring actions	(21.1)	(15.3)
Net cash used in continuing operations	(150.1)	(149.9)
Net cash used in discontinued operations	(7.4)	(3.3)
Net cash used in operating activities	(157.5)	(153.2)
Cash flows used in investing activities:
Proceeds from asset sales and other, net	9.8	10.0
(Increase) decrease in restricted cash	(0.1)	1.9
Business acquisition, net of cash acquired		(30.5)
Capital expenditures	(42.5)	(56.2)
Net cash used in continuing operations	(32.8)	(74.8)
Net cash from (used in) discontinued operations	1.5	(6.1)
Net cash used in investing activities	(31.3)	(80.9)
Cash flows from (used in) financing activities:
Borrowings under senior credit facilities	287.0	886.0
Repayments under senior credit facilities	(287.0)	(781.9)
Borrowings under trade receivables agreement	35.0	127.3
Repayments under trade receivables agreement	(35.0)	(81.3)
Net repayments under other financing arrangements	(9.7)	(4.8)
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	(16.5)	5.1
Financing fees paid		(0.2)
Change in noncontrolling interest in subsidiary	1.9
Dividends paid	(23.5)	(38.5)
Net cash from (used in) continuing operations	(296.8)	36.7
Net cash from discontinued operations	0
Net cash from (used in) financing activities	(296.8)	36.7
Change in cash and equivalents due to changes in foreign currency exchange rates	(7.8)	(7.3)
Net change in cash and equivalents	(493.4)	(204.7)
Consolidated cash and equivalents, beginning of period	984.1	551.0
Consolidated cash and equivalents, end of period	$ 490.7	$ 346.3

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FAIR VALUE (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended																							9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013 Senior notes Carrying Amount Nonrecurring basis	Dec. 31, 2012 Senior notes Carrying Amount Nonrecurring basis	Sep. 28, 2013 Senior notes Fair Value Nonrecurring basis	Dec. 31, 2012 Senior notes Fair Value Nonrecurring basis	Sep. 28, 2013 Term loan Carrying Amount Nonrecurring basis	Dec. 31, 2012 Term loan Carrying Amount Nonrecurring basis	Sep. 28, 2013 Term loan Fair Value Nonrecurring basis	Dec. 31, 2012 Term loan Fair Value Nonrecurring basis	Sep. 28, 2013 Other indebtedness Carrying Amount Nonrecurring basis	Dec. 31, 2012 Other indebtedness Carrying Amount Nonrecurring basis	Sep. 28, 2013 Other indebtedness Fair Value Nonrecurring basis	Dec. 31, 2012 Other indebtedness Fair Value Nonrecurring basis	Sep. 28, 2013 Quoted Prices in Active Markets for Identical Assets (Level 1) Other assets - Investments in equity securities and FX embedded derivatives Recurring basis	Dec. 31, 2012 Quoted Prices in Active Markets for Identical Assets (Level 1) Other assets - Investments in equity securities Recurring basis	Sep. 28, 2013 Significant Observable Inputs (Level 2) Other current assets - FX embedded derivatives, FX forward contracts and commodity contracts Recurring basis	Dec. 31, 2012 Significant Observable Inputs (Level 2) Other current assets - FX embedded derivatives, FX forward contracts and commodity contracts Recurring basis	Sep. 28, 2013 Significant Observable Inputs (Level 2) Other assets - Investments in equity securities and FX embedded derivatives Recurring basis	Sep. 28, 2013 Significant Observable Inputs (Level 2) Accrued expenses - FX embedded derivatives and FX forward contracts Recurring basis	Dec. 31, 2012 Significant Observable Inputs (Level 2) Accrued expenses - FX embedded derivatives and FX forward contracts Recurring basis	Sep. 28, 2013 Significant Observable Inputs (Level 2) Other long-term liabilities - FX embedded derivatives Recurring basis	Dec. 31, 2012 Significant Observable Inputs (Level 2) Other long-term liabilities - FX embedded derivatives Recurring basis	Sep. 28, 2013 Significant Unobservable Inputs (Level 3) Recurring basis	Sep. 29, 2012 Significant Unobservable Inputs (Level 3) Recurring basis	Sep. 28, 2013 Significant Unobservable Inputs (Level 3) Other assets - Investments in equity securities and FX embedded derivatives Recurring basis	Dec. 31, 2012 Significant Unobservable Inputs (Level 3) Other assets - Investments in equity securities Recurring basis
FAIR VALUE
Asset transfers between levels	$ 0	$ 0	$ 0	$ 0
Liability transfers between levels	0	0	0	0
Assets and liabilities measured at fair value on a recurring basis
Fair value of derivative assets																	2.1	3.6	1.2	0.7	0.8							1.7	7.5
Fair value of derivative liability																						6.6	1.3	0.6	9.8
Reconciliation of investment in equity securities measured at fair value using significant unobservable inputs
Balance at beginning of period																										7.5	7.8
Cash consideration received																										(5.2)
Unrealized losses recorded to earnings																										(0.6)	(0.2)
Balance at end of period																										1.7	7.6
Fair value of other financial liabilities
Fair value of debt instruments					$ 1,100.0	$ 1,100.0	$ 1,202.9	$ 1,217.8	$ 475.0	$ 475.0	$ 475.0	$ 475.0	$ 36.2	$ 34.7	$ 36.2	$ 34.7

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues	$ 1,145.8	$ 1,176.7	$ 3,398.2	$ 3,465.0
Costs and expenses:
Cost of products sold	810.8	858.9	2,443.6	2,542.4
Selling, general and administrative	233.4	226.0	736.5	732.3
Intangible amortization	8.2	8.8	24.4	26.4
Impairment of intangible assets			2.0
Special charges, net	6.9	6.4	25.1	17.2
Operating income	86.5	76.6	166.6	146.7
Other income (expense), net	(4.1)		(4.2)	19.0
Interest expense	(27.1)	(28.7)	(83.4)	(85.0)
Interest income	2.6	1.6	6.2	4.5
Equity earnings in joint ventures	11.4	8.6	30.6	25.0
Income from continuing operations before income taxes	69.3	58.1	115.8	110.2
Income tax provision	(12.3)	(9.6)	(17.2)	(27.0)
Income from continuing operations	57.0	48.5	98.6	83.2
Income from discontinued operations, net of tax	4.9	12.4	10.2	39.6
Gain (loss) on disposition of discontinued operations, net of tax	0.2	(0.7)	(2.3)	(1.6)
Income from discontinued operations, net of tax	5.1	11.7	7.9	38.0
Net income	62.1	60.2	106.5	121.2
Net income (loss) attributable to noncontrolling interests	(0.8)	2.4	2.5	2.5
Net income attributable to SPX Corporation common shareholders	62.9	57.8	104.0	118.7
Amounts attributable to SPX Corporation common shareholders:
Income from continuing operations, net of tax	57.8	46.1	96.3	80.5
Income from discontinued operations, net of tax	5.1	11.7	7.7	38.2
Net income	62.9	57.8	104.0	118.7
Basic income per share of common stock:
Income from continuing operations attributable to SPX Corporation common shareholders (in dollars per share)	$ 1.29	$ 0.92	$ 2.11	$ 1.60
Income from discontinued operations attributable to SPX Corporation common shareholders (in dollars per share)	$ 0.12	$ 0.24	$ 0.17	$ 0.77
Net income per share attributable to SPX Corporation common shareholders (in dollars per share)	$ 1.41	$ 1.16	$ 2.28	$ 2.37
Weighted-average number of common shares outstanding - basic (in shares)	44,709	49,958	45,592	50,174
Diluted income per share of common stock:
Income from continuing operations attributable to SPX Corporation common shareholders (in dollars per share)	$ 1.28	$ 0.92	$ 2.09	$ 1.58
Income from discontinued operations attributable to SPX Corporation common shareholders (in dollars per share)	$ 0.12	$ 0.24	$ 0.16	$ 0.76
Net income per share attributable to SPX Corporation common shareholders (in dollars per share)	$ 1.40	$ 1.16	$ 2.25	$ 2.34
Weighted-average number of common shares outstanding - diluted (in shares)	45,037	50,038	46,140	50,799
Comprehensive income	$ 137.6	$ 139.6	$ 121.8	$ 134.9

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EQUITY AND STOCK-BASED COMPENSATION (Details 4) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012
Amounts reclassified from each component of accumulated comprehensive income
Revenues	$ 1,145.8	$ 1,176.7	$ 3,398.2	$ 3,465.0
Cost of products sold	810.8	858.9	2,443.6	2,542.4
Selling, general and administrative	233.4	226.0	736.5	732.3
Pre-tax	(69.3)	(58.1)	(115.8)	(110.2)
Income taxes	12.3	9.6	17.2	27.0
Amounts reclassified from accumulated other comprehensive loss	(62.1)	(60.2)	(106.5)	(121.2)
Losses on qualifying cash flow hedges | Amount Reclassified from AOCI
Amounts reclassified from each component of accumulated comprehensive income
Pre-tax	2.8		3.5
Income taxes	(1.0)		(1.2)
Amounts reclassified from accumulated other comprehensive loss	1.8		2.3
Losses on qualifying cash flow hedges | FX forward contracts | Amount Reclassified from AOCI
Amounts reclassified from each component of accumulated comprehensive income
Revenues	2.2		3.0
Losses on qualifying cash flow hedges | Commodity contracts | Amount Reclassified from AOCI
Amounts reclassified from each component of accumulated comprehensive income
Cost of products sold	0.6		0.5
Unrecognized losses and prior service credits | Amount Reclassified from AOCI
Amounts reclassified from each component of accumulated comprehensive income
Cost of products sold	4.5		14.2
Selling, general and administrative	5.9		16.9
Pre-tax	10.4		31.1
Income taxes	(3.9)		(11.6)
Amounts reclassified from accumulated other comprehensive loss	$ 6.5		$ 19.5

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INDEBTEDNESS (Tables)

9 Months Ended

Sep. 28, 2013

INDEBTEDNESS

Schedule of debt activity (both current and non-current)

	December 31,									September 28,
	2012		Borrowings		Repayments			Other (4)		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		(12.7		)	4.5		111.8
Total debt	1,692.0		$	325.0	$	(334.7	)	$	4.5	1,686.8
Less: short-term debt	33.4									29.7
Less: current maturities of long-term debt	8.7									98.4
Total long-term debt	$	1,649.9								$	1,558.7

(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 September 28, 2013, we could borrow under this arrangement, on a continuous basis, up to $80.0, as available. At September 28, 2013, we had $42.6 of available borrowing capacity under this facility.

(3) Primarily included capital lease obligations of $75.6 and $82.3, and balances under purchase card programs of $27.6 and $27.9 at September 28, 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.

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INFORMATION ON REPORTABLE SEGMENTS AND OTHER OPERATING SEGMENTS (Tables)

9 Months Ended

Sep. 28, 2013

INFORMATION ON REPORTABLE SEGMENTS AND OTHER OPERATING SEGMENTS

Schedule of reportable segments and other operating segments, including the results of Seital from the date of its acquisition

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Revenues (1):
Flow Technology reportable segment	$	651.6		$	648.6		$	1,918.0		$	1,954.0
Thermal Equipment and Services reportable segment	324.1			375.5			979.5			1,044.2
Industrial Products and Services and Other	170.1			152.6			500.7			466.8
Total revenues	$	1,145.8		$	1,176.7		$	3,398.2		$	3,465.0
Income:
Flow Technology reportable segment	$	83.1		$	78.1		$	205.1		$	194.3
Thermal Equipment and Services reportable segment	21.7			29.1			49.6			55.8
Industrial Products and Services and Other	24.7			17.0			69.1			55.9
Total income for reportable and other operating segments	129.5			124.2			323.8			306.0
Corporate expense	(26.2		)	(24.9		)	(82.2		)	(79.3		)
Pension and postretirement expense	(6.2		)	(10.7		)	(18.6		)	(28.9		)
Stock-based compensation expense	(3.7		)	(5.6		)	(29.3		)	(33.9		)
Impairment of intangible assets	—			—			(2.0		)	—
Special charges, net	(6.9		)	(6.4		)	(25.1		)	(17.2		)
Consolidated operating income	$	86.5		$	76.6		$	166.6		$	146.7

(1) Under the percentage of completion method, we recognized revenues of $317.2 and $394.9 in the three months ended September 28, 2013 and September 29, 2012, respectively. For the nine months ended September 28, 2013 and September 29, 2012, revenues under the percentage of completion method were $1,012.9 and $1,129.6, respectively. Costs and estimated earnings in excess of billings on contracts accounted for under the percentage of completion method were $303.8 and $359.7 as of September 28, 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 $208.3 and $248.6 as of September 28, 2013 and December 31, 2012, respectively. The September 28, 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.

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INDEBTEDNESS (Details 2) (USD $) In Millions, unless otherwise specified	Sep. 28, 2013
Senior credit facility
Credit Facilities
Weighted-average interest rate of senior credit facilities (as a percent)	2.30%
Domestic revolving credit facility
Credit Facilities
Letters of credit issued, amount outstanding	$ 61.3
Foreign credit instrument facility
Credit Facilities
Letters of credit issued, amount outstanding	675.2
Letters of credit under separate arrangements in China and India
Credit Facilities
Letters of credit issued, amount outstanding	$ 6.7

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CONTINGENT LIABILITIES AND OTHER MATTERS (Details) In Millions, unless otherwise specified						9 Months Ended
	Sep. 28, 2013 USD ($)	Sep. 28, 2013 GBP (£)	Dec. 31, 2012 USD ($)	Dec. 22, 2011 Clyde Union Minimum GBP (£)	Dec. 22, 2011 Clyde Union Maximum GBP (£)	Sep. 28, 2013 Flow Technology Reportable Segment Clyde Union GBP (£) item	Dec. 22, 2011 Flow Technology Reportable Segment Clyde Union GBP (£)	Sep. 28, 2013 Risk management matters USD ($)	Dec. 31, 2012 Risk management matters USD ($)
Contingencies and other matters
Carrying values of accruals	$ 548.8		$ 548.6					$ 502.5	$ 501.3
Accruals included in other long-term liabilities	499.8		497.0
Insurance recovery assets								432.8	430.6
Initial payment							500.0
Debt assumed and other adjustments							11.0
Potential earn-out payment equal to number of times of Group EBITDA						10
Deduction from Group EBITDA x 10						475.0
Earn-out payment		£ 0		£ 0	£ 250.0

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GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 28, 2013
Changes in the carrying amount of goodwill
Gross goodwill, beginning of the period	$ 2,045.9
Accumulated impairment, balance at the beginning of the period	(536.1)
Goodwill, balance at the beginning of the period	1,509.8
Gross goodwill related to foreign currency translation and other	4.8
Accumulated impairments related to foreign currency translation and other	(2.7)
Goodwill related to foreign currency translation and other	2.1
Gross goodwill, end of the period	2,050.7
Accumulated impairment, balance at the end of the period	(538.8)
Goodwill, balance at the end of the period	1,511.9
Flow Technology reportable segment
Changes in the carrying amount of goodwill
Gross goodwill, beginning of the period	1,114.6
Goodwill, balance at the beginning of the period	1,114.6
Gross goodwill related to foreign currency translation and other	1.7
Goodwill related to foreign currency translation and other	1.7
Gross goodwill, end of the period	1,116.3
Goodwill, balance at the end of the period	1,116.3
Thermal Equipment and Services reportable segment
Changes in the carrying amount of goodwill
Gross goodwill, beginning of the period	563.7
Accumulated impairment, balance at the beginning of the period	(395.7)
Goodwill, balance at the beginning of the period	168.0
Gross goodwill related to foreign currency translation and other	4.4
Accumulated impairments related to foreign currency translation and other	(2.8)
Goodwill related to foreign currency translation and other	1.6
Gross goodwill, end of the period	568.1
Accumulated impairment, balance at the end of the period	(398.5)
Goodwill, balance at the end of the period	169.6
Industrial Products and Services and Other
Changes in the carrying amount of goodwill
Gross goodwill, beginning of the period	367.6
Accumulated impairment, balance at the beginning of the period	(140.4)
Goodwill, balance at the beginning of the period	227.2
Gross goodwill related to foreign currency translation and other	(1.3)
Accumulated impairments related to foreign currency translation and other	0.1
Goodwill related to foreign currency translation and other	(1.2)
Gross goodwill, end of the period	366.3
Accumulated impairment, balance at the end of the period	(140.3)
Goodwill, balance at the end of the period	$ 226.0

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ACQUISITION, DISCONTINUED OPERATIONS AND FORMATION OF SHANGHAI ELECTRIC JV (Details 2)	3 Months Ended		9 Months Ended					3 Months Ended											9 Months Ended	3 Months Ended		9 Months Ended		0 Months Ended	1 Months Ended			3 Months Ended
	Sep. 28, 2013 USD ($)	Sep. 29, 2012 USD ($)	Sep. 28, 2013 USD ($)	Sep. 29, 2012 USD ($)	Dec. 31, 2012 USD ($)	Sep. 28, 2013 Shanghai Electric JV	Dec. 30, 2011 Shanghai Electric JV	Jun. 29, 2013 Dielectric USD ($)	Jun. 29, 2013 Dielectric Maximum USD ($)	Sep. 28, 2013 Kayex USD ($)	Mar. 30, 2013 Kayex USD ($)	Dec. 31, 2012 Tianyu USD ($)	Dec. 31, 2012 Tianyu CNY	Jun. 29, 2013 Weil McLain Shandong USD ($)	Mar. 30, 2013 Weil McLain Shandong USD ($)	Dec. 31, 2012 Weil McLain Shandong USD ($)	Sep. 28, 2013 SPX Service Solutions ("Service Solutions") USD ($)	Dec. 31, 2012 SPX Service Solutions ("Service Solutions") USD ($)	Sep. 28, 2013 SPX Service Solutions ("Service Solutions") USD ($)	Sep. 28, 2013 Other businesses sold prior to the earliest date presented in the financial statements USD ($)	Sep. 29, 2012 Other businesses sold prior to the earliest date presented in the financial statements USD ($)	Sep. 28, 2013 Other businesses sold prior to the earliest date presented in the financial statements USD ($)	Sep. 29, 2012 Other businesses sold prior to the earliest date presented in the financial statements USD ($)	Dec. 30, 2011 Certain assets of dry cooling products business Shanghai Electric JV CNY	Jul. 31, 2013 Certain assets of dry cooling products business Shanghai Electric JV CNY	Dec. 31, 2012 Certain assets of dry cooling products business Shanghai Electric JV CNY	Jan. 31, 2012 Certain assets of dry cooling products business Shanghai Electric JV CNY	Mar. 31, 2012 Certain assets of dry cooling products business Shanghai Electric JV USD ($)
Discontinued Operations
Gain (loss) on sale of business, net of tax	$ 200,000	$ (700,000)	$ (2,300,000)	$ (1,600,000)					$ 100,000	$ 3,600,000	$ (2,100,000)	$ (1,800,000)				$ 2,200,000		$ 313,400,000
Cash consideration, exclusive of cash transferred								4,700,000					1			2,700,000
Cash consideration, gross										6,900,000								1,134,900,000							19,400,000	25,800,000	51,500,000
Cash transferred with discontinued business												1,100,000				3,100,000
Adjustment to gain (loss) on sale of discontinued operations, net of tax															(400,000)		(3,100,000)		(1,500,000)	(300,000)	(700,000)	(1,900,000)	(1,600,000)
Working capital settlement														1,100,000			800,000
Income from discontinued operations and related income taxes
Income from discontinued operations	8,700,000	17,700,000	12,200,000	57,700,000
Income tax provision	(3,600,000)	(6,000,000)	(4,300,000)	(19,700,000)
Income from discontinued operations, net of tax	5,100,000	11,700,000	7,900,000	38,000,000
Results of operations for businesses reported as discontinued operations
Revenues	50,700,000	269,600,000	154,200,000	877,800,000
Pre-tax income	8,300,000	18,800,000	15,000,000	60,500,000
Assets:
Accounts receivable, net	28,400,000		28,400,000		21,200,000
Inventories, net	40,900,000		40,900,000		32,700,000
Other current assets	1,100,000		1,100,000		1,200,000
Property, plant and equipment, net	16,800,000		16,800,000		16,200,000
Goodwill and intangibles, net	70,600,000		70,600,000		71,300,000
Assets of discontinued operations	157,800,000		157,800,000		142,600,000
Liabilities:
Accounts payable	17,100,000		17,100,000		18,300,000
Accrued expenses	14,400,000		14,400,000		16,600,000
Liabilities of discontinued operations	31,500,000		31,500,000		34,900,000
Other information
Interest acquired in joint venture (as a percent)						45.00%	45.00%
Dispositions, consideration to be received																								96,700,000
Net gain associated with deconsolidation				$ 20,500,000																								$ 20,500,000

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INFORMATION ON REPORTABLE SEGMENTS AND OTHER OPERATING SEGMENTS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2013 item	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012	Dec. 31, 2012
Business segment
Number of reportable segments	2
Revenues:
Revenues	$ 1,145.8	$ 1,176.7	$ 3,398.2	$ 3,465.0
Income:
Total income for reportable and other operating segments	129.5	124.2	323.8	306.0
Corporate and other expenses
Corporate expense	(26.2)	(24.9)	(82.2)	(79.3)
Pension and postretirement expense	(6.2)	(10.7)	(18.6)	(28.9)
Stock-based compensation expense	(3.7)	(5.6)	(29.3)	(33.9)
Impairment of intangible assets			(2.0)
Special charges, net	(6.9)	(6.4)	(25.1)	(17.2)
Operating income	86.5	76.6	166.6	146.7
Detail of revenues
Revenues recognized under percentage of completion method	317.2	394.9	1,012.9	1,129.6
Costs and estimated earnings in excess of billings	303.8		303.8		359.7
Billings in excess of costs and estimated earnings on uncompleted contracts	208.3		208.3		248.6
Billings in excess of costs and estimated earnings on uncompleted contracts reported as a component of accrued expenses					248.4
Billings in excess of costs and estimated earnings on uncompleted contracts reported as a component of other long-term liabilities					0.2
Flow Technology reportable segment
Revenues:
Revenues	651.6	648.6	1,918.0	1,954.0
Income:
Total income for reportable and other operating segments	83.1	78.1	205.1	194.3
Corporate and other expenses
Special charges, net	(6.4)	(5.5)	(11.4)	(12.7)
Thermal Equipment and Services reportable segment
Revenues:
Revenues	324.1	375.5	979.5	1,044.2
Income:
Total income for reportable and other operating segments	21.7	29.1	49.6	55.8
Corporate and other expenses
Special charges, net	(0.4)	(0.4)	(12.0)	(2.8)
Industrial Products and Services and Other
Revenues:
Revenues	170.1	152.6	500.7	466.8
Income:
Total income for reportable and other operating segments	24.7	17.0	69.1	55.9
Corporate and other expenses
Special charges, net	$ (0.1)	$ (0.3)	$ (1.2)	$ (0.3)
Minimum
Business segment
Number of countries in which entity operates	35		35
Number of countries in which entity sells its products and services	150		150

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WARRANTY

9 Months Ended

Sep. 28, 2013

WARRANTY

WARRANTY

(8) WARRANTY

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

	Nine months ended
	September 28,			September 29,
	2013			2012
Balance at beginning of period	$	59.7		$	55.7
Provision	15.1			16.6
Usage	(22.4		)	(18.8		)
Balance at end of period	52.4			53.5
Less: Current portion of warranty	42.6			43.7
Non-current portion of warranty	$	9.8		$	9.8

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FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 28, 2013

Derivative financial instruments

Summarizes the gross and net fair values of contracts by counterparty

	September 28, 2013								December 31, 2012
	Gross assets		Gross liabilities			Net assets / liabilities			Gross assets		Gross liabilities			Net assets / liabilities
FX Forward Contracts:
Counterparty A	$	0.5	$	—		$	0.5		$	0.2	$	(0.3	)	$	(0.1	)
Counterparty B	0.1		(0.6		)	(0.5		)	0.1		(0.2		)	(0.1		)
Totals (1)	$	0.6	$	(0.6	)	$	—		$	0.3	$	(0.5	)	$	(0.2	)
Commodity Contracts:
Counterparty A (2)	$	0.1	$	—		$	0.1		$	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:

	September 28,			December 31,
	2013			2012
Designated as hedging instruments:
Other current assets	$	0.1		$	0.1
Accrued expenses	—			(0.3		)
	0.1			(0.2		)
Not designated as hedging instruments:
Other current assets	0.4			0.1
Accrued expenses	(0.5		)	(0.1		)
	(0.1		)	—
Net fair value of FX forward contracts in balance sheets	$	—		$	(0.2	)

(2) Related contracts are designated as hedging instruments. Net amounts at September 28, 2013 and December 31, 2012 are recorded in “Other current assets”.

Summary of pre-tax gain (loss) recognized in AOCI resulting from derivative financial instruments designated as cash flow hedging relationships

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
FX forward contracts	$	(0.2	)	$	(0.6	)	$	(4.2	)	$	(1.2	)
Commodity contracts	0.8			0.8			(1.5		)	1.0
	$	0.6		$	0.2		$	(5.7	)	$	(0.2	)

Summary of pre-tax gain (loss) related to derivative financial instruments designated as cash flow hedging relationships reclassified from AOCI to income

	Three months ended (1)						Nine months ended (1)
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
FX forward contracts	$	(2.1	)	$	(0.8	)	$	(3.0	)	$	(1.2	)
Commodity contracts	(0.6		)	0.3			(0.5		)	(0.7		)
	$	(2.7	)	$	(0.5	)	$	(3.5	)	$	(1.9	)

(1) During the nine months ended September 28, 2013, losses of $0.2 were recognized in “Other income (expense), net” relating to derivative ineffectiveness and amounts excluded from effectiveness testing. During the three and nine months ended September 29, 2012, losses of $0.2 and $0.3 were recognized in other income (expense), net relating to derivative ineffectiveness and amounts excluded from effectiveness testing.

Schedule of gain (loss) recognized in ''Other income (expense), net'' of derivative financial instruments not designated in cash flow hedging relationships

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
FX forward contracts	$	0.9		$	1.8		$	(1.0	)	$	2.0
FX embedded derivatives	(0.8		)	(1.8		)	4.9			(3.1		)
	$	0.1		$	—		$	3.9		$	(1.1	)

FX forward contracts

Derivative financial instruments

Summary of fair value of derivative instruments and the balance sheet classification

	September 28,			December 31,
	2013			2012
Designated as hedging instruments:
Other current assets	$	0.1		$	0.1
Accrued expenses	—			(0.3		)
	0.1			(0.2		)
Not designated as hedging instruments:
Other current assets	0.4			0.1
Accrued expenses	(0.5		)	(0.1		)
	(0.1		)	—
Net fair value of FX forward contracts in balance sheets	$	—		$	(0.2	)

FX embedded derivatives

Derivative financial instruments

Summary of fair value of derivative instruments and the balance sheet classification

	September 28,			December 31,
Balance Sheet Classification	2013			2012
Other current assets	$	0.6		$	0.3
Other noncurrent assets	0.8			—
Accrued expenses	(6.1		)	(0.9		)
Other long-term liabilities	(0.6		)	(9.8		)
	$	(5.3	)	$	(10.4	)

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EMPLOYEE BENEFIT PLANS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012
Net periodic pension/postretirement benefit expense
Net periodic pension and postretirement benefit expense	$ 6.2	$ 10.7	$ 18.6	$ 28.9
Employer contribution to pension plan			293.0
Discretionary contribution to a domestic qualified pension plan			250.0
Amount of reduction in pension expense			9.4
Employer contribution to pension plan related to discontinued operations			1.8
2013 Forecast
Net periodic pension/postretirement benefit expense
Amount of reduction in pension expense			12.5
Domestic Pension Plans
Net periodic pension/postretirement benefit expense
Service cost	1.9	2.9	5.6	7.6
Interest cost	12.0	13.6	36.0	40.6
Expected return on plan assets	(18.8)	(15.7)	(56.3)	(47.5)
Amortization of unrecognized losses	9.0	7.6	27.0	21.3
Amortization of unrecognized prior service credits		(0.2)		(0.4)
Curtailment loss				0.1
Net periodic pension and postretirement benefit expense	4.1	8.2	12.3	21.7
Foreign Pension Plans
Net periodic pension/postretirement benefit expense
Service cost	0.6	0.7	2.0	2.0
Interest cost	3.4	3.6	10.0	10.8
Expected return on plan assets	(4.4)	(4.2)	(13.1)	(12.4)
Amortization of unrecognized losses	0.7	0.4	2.0	1.1
Net periodic pension and postretirement benefit expense	0.3	0.5	0.9	1.5
Less: Net periodic pension benefit expense of discontinued operations	(0.2)	(0.3)	(0.6)	(0.9)
Net periodic pension benefit expense of continuing operations	0.1	0.2	0.3	0.6
Postretirement Plans
Net periodic pension/postretirement benefit expense
Service cost	0.1	0.1	0.3	0.3
Interest cost	1.2	1.7	3.6	4.6
Amortization of unrecognized losses	1.1	0.8	3.1	2.7
Amortization of unrecognized prior service credits	(0.4)	(0.3)	(1.0)	(1.0)
Net periodic pension and postretirement benefit expense	$ 2.0	$ 2.3	$ 6.0	$ 6.6

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FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 28, 2013

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS

(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 British Pound (“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”), because the currency of exchange is not “clearly and closely” related to the functional currency of either party to the transaction. Certain of our FX forward contracts are designated as cash flow hedges. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair value are not included in current earnings, but are included in AOCI. These changes in fair value are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded as a component of “Other income (expense), net” in the period in which 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 in which it occurs.

We had FX forward contracts with an aggregate notional amount of $138.7 and $107.3 outstanding as of September 28, 2013 and December 31, 2012, respectively. These FX forward contracts had maturity dates ranging, primarily, from one to two years. We also had FX embedded derivatives with an aggregate notional amount of $128.9 and $96.3 at September 28, 2013 and December 31, 2012, respectively. The unrealized losses, net of taxes, recorded in AOCI related to FX forward contracts were $1.7 and $3.4 as of September 28, 2013 and December 31, 2012, respectively. We anticipate reclassifying approximately $1.3 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 September 28, 2013 and December 31, 2012, the outstanding notional amount of commodity contracts was 3.7 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 $(0.4) and $0.1 as of September 28, 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 September 28, 2013 and September 29, 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 September 28, 2013 and December 31, 2012, respectively:

	September 28, 2013								December 31, 2012
	Gross assets		Gross liabilities			Net assets / liabilities			Gross assets		Gross liabilities			Net assets / liabilities
FX Forward Contracts:
Counterparty A	$	0.5	$	—		$	0.5		$	0.2	$	(0.3	)	$	(0.1	)
Counterparty B	0.1		(0.6		)	(0.5		)	0.1		(0.2		)	(0.1		)
Totals (1)	$	0.6	$	(0.6	)	$	—		$	0.3	$	(0.5	)	$	(0.2	)
Commodity Contracts:
Counterparty A (2)	$	0.1	$	—		$	0.1		$	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:

	September 28,			December 31,
	2013			2012
Designated as hedging instruments:
Other current assets	$	0.1		$	0.1
Accrued expenses	—			(0.3		)
	0.1			(0.2		)
Not designated as hedging instruments:
Other current assets	0.4			0.1
Accrued expenses	(0.5		)	(0.1		)
	(0.1		)	—
Net fair value of FX forward contracts in balance sheets	$	—		$	(0.2	)

(2) Related contracts are designated as hedging instruments. Net amounts at September 28, 2013 and December 31, 2012 are recorded in “Other current assets”.

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 September 28, 2013 and December 31, 2012:

	September 28,			December 31,
Balance Sheet Classification	2013			2012
Other current assets	$	0.6		$	0.3
Other noncurrent assets	0.8			—
Accrued expenses	(6.1		)	(0.9		)
Other long-term liabilities	(0.6		)	(9.8		)
	$	(5.3	)	$	(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 nine months ended September 28, 2013 and September 29, 2012:

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
FX forward contracts	$	(0.2	)	$	(0.6	)	$	(4.2	)	$	(1.2	)
Commodity contracts	0.8			0.8			(1.5		)	1.0
	$	0.6		$	0.2		$	(5.7	)	$	(0.2	)

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 ‘‘Revenues’’ for FX forward contracts and ‘‘Cost of products sold’’ for commodity contracts for the three and nine months ended September 28, 2013 and September 29, 2012 :

	Three months ended (1)						Nine months ended (1)
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
FX forward contracts	$	(2.1	)	$	(0.8	)	$	(3.0	)	$	(1.2	)
Commodity contracts	(0.6		)	0.3			(0.5		)	(0.7		)
	$	(2.7	)	$	(0.5	)	$	(3.5	)	$	(1.9	)

(1) During the nine months ended September 28, 2013, losses of $0.2 were recognized in “Other income (expense), net” relating to derivative ineffectiveness and amounts excluded from effectiveness testing. During the three and nine months ended September 29, 2012, losses of $0.2 and $0.3 were recognized in other income (expense), net relating to derivative ineffectiveness and amounts excluded from effectiveness testing.

The following summarizes the gain (loss) recognized in ‘‘Other income (expense), net’’ for the three and nine months ended September 28, 2013 and September 29, 2012 related to derivative financial instruments not designated as cash flow hedging relationships:

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
FX forward contracts	$	0.9		$	1.8		$	(1.0	)	$	2.0
FX embedded derivatives	(0.8		)	(1.8		)	4.9			(3.1		)
	$	0.1		$	—		$	3.9		$	(1.1	)

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GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

Sep. 28, 2013

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

(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			September 28,
	2012			combinations		Impairments		and other			2013
Flow Technology reportable segment
Gross goodwill	$	1,114.6		$	—	$	—	$	1.7		$	1,116.3
Accumulated impairments	—			—		—		—			—
Goodwill	1,114.6			—		—		1.7			1,116.3
Thermal Equipment and Services reportable segment
Gross goodwill	563.7			—		—		4.4			568.1
Accumulated impairments	(395.7		)	—		—		(2.8		)	(398.5		)
Goodwill	168.0			—		—		1.6			169.6
Industrial Products and Services and Other
Gross goodwill	367.6			—		—		(1.3		)	366.3
Accumulated impairments	(140.4		)	—		—		0.1			(140.3		)
Goodwill	227.2			—		—		(1.2		)	226.0
Total
Gross goodwill	2,045.9			—		—		4.8			2,050.7
Accumulated impairments	(536.1		)	—		—		(2.7		)	(538.8		)
Goodwill	$	1,509.8		$	—	$	—	$	2.1		$	1,511.9

Other Intangibles

Identifiable intangible assets comprised the following:

	September 28, 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	$	8.6	$	(8.2	)	$	0.4	$	8.6	$	(8.0	)	$	0.6
Technology	195.0		(49.6		)	145.4		190.3		(41.4		)	148.9
Customer relationships	409.1		(73.8		)	335.3		415.2		(58.1		)	357.1
Other	29.2		(17.3		)	11.9		29.0		(16.1		)	12.9
	641.9		(148.9		)	493.0		643.1		(123.6		)	519.5
Trademarks with indefinite lives	434.2		—			434.2		435.8		—			435.8
Total	$	1,076.1	$	(148.9	)	$	927.2	$	1,078.9	$	(123.6	)	$	955.3

At September 28, 2013, the net carrying value of intangible assets with determinable lives were $437.4 in the Flow Technology reportable segment, $48.5 in the Thermal Equipment and Services reportable segment and $7.1 in Industrial Products and Services and Other. At September 28, 2013, trademarks with indefinite lives were $289.3 in the Flow Technology reportable segment, $126.2 in the Thermal Equipment and Services reportable segment and $18.7 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.  Clyde Union’s ability to recover its goodwill is highly dependent on the level of future orders and a continuous improvement in profitability.  Order rates for the first nine months of 2013 generally have been consistent with the related assumptions included in the business’s 2012 annual goodwill impairment analysis and order rates for the foreseeable future are expected to remain at current levels or improve as the oil and gas end-markets served by Clyde Union remain strong.  Clyde Union’s profitability for each of the first three quarters of 2013 has improved sequentially, with further improvement expected in the fourth quarter of 2013 and into 2014 and the years thereafter, primarily as a result of improvements in project selection and execution as well as cost reductions associated with the restructuring actions undertaken in 2012 and 2013.  As such, we believe that the financial forecasts included in Clyde Union’s 2012 annual goodwill impairment analysis remain achievable and, thus, conclude that there have been no events or changes in circumstances 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 $387.0 at September 28, 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.

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NEW ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Sep. 28, 2013

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS

(2) NEW ACCOUNTING PRONOUNCEMENTS

The following is a summary of new accounting pronouncements that 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 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.

In July 2013, the FASB issued an amendment to guidance to resolve the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward (collectively, a “carryforward”) exists. An unrecognized tax benefit, or portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for the carryforward, except to the extent (i) the carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or (ii) the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose.  In these cases, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This amendment applies to all entities that have unrecognized tax benefits when a carryforward exists at the reporting date. This amendment is effective for interim and annual reporting periods beginning after December 15, 2013 and shall be applied prospectively to all unrecognized tax benefits that exist at the effective date, with retrospective application permitted. We have not yet adopted this guidance and do not expect the adoption to have a material impact on our consolidated financial statements.

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EQUITY AND STOCK-BASED COMPENSATION (Details 5) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	0 Months Ended	1 Months Ended	9 Months Ended		12 Months Ended
	Feb. 16, 2012	Jan. 31, 2013	Sep. 28, 2013	Sep. 29, 2012	Dec. 31, 2012
Total cash consideration paid for common stock repurchased			$ 249.0	$ 75.0
Common Stock in Treasury
Treasury stock decreased by the settlement of restricted stock units			14.1	3.9
Increase in treasury stock for common stock surrendered by recipients of restricted stock as a means of funding minimum income tax withholding			11.0	1.8
Common Stock In Treasury
Authorized repurchase amount under the written trading plan	350.0
Common stock repurchased (in shares)		1,514	1,864		3,606
Total cash consideration paid for common stock repurchased		$ 104.4	$ 144.6	$ 75.0	$ 245.6

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FINANCIAL INSTRUMENTS (Details 3) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012
Cash flow hedge
Derivative instrument disclosures
Amount of gain (loss) recognized in AOCI, pre-tax	$ 0.6	$ 0.2	$ (5.7)	$ (0.2)
Amount of gain (loss) reclassified from AOCI to income, pre-tax	(2.7)	(0.5)	(3.5)	(1.9)
Cash flow hedge | Other income (expense), net
Derivative instrument disclosures
Derivative gains (losses) recognized in other income (expense), net, relating to derivative ineffectiveness and amounts excluded from effectiveness testing		0.2	0.2	0.3
Cash flow hedge | FX forward contracts
Derivative instrument disclosures
Amount of gain (loss) recognized in AOCI, pre-tax	(0.2)	(0.6)	(4.2)	(1.2)
Cash flow hedge | FX forward contracts | Revenues
Derivative instrument disclosures
Amount of gain (loss) reclassified from AOCI to income, pre-tax	(2.1)	(0.8)	(3.0)	(1.2)
Cash flow hedge | Commodity contracts
Derivative instrument disclosures
Amount of gain (loss) recognized in AOCI, pre-tax	0.8	0.8	(1.5)	1.0
Cash flow hedge | Commodity contracts | Cost of products sold
Derivative instrument disclosures
Amount of gain (loss) reclassified from AOCI to income, pre-tax	(0.6)	0.3	(0.5)	(0.7)
Derivative contracts not designated as hedging instruments
Derivative instrument disclosures
Amount of gain (loss) recognized in income	0.1		3.9	(1.1)
Derivative contracts not designated as hedging instruments | FX forward contracts | Other income (expense), net
Derivative instrument disclosures
Amount of gain (loss) recognized in income	0.9	1.8	(1.0)	2.0
Derivative contracts not designated as hedging instruments | FX embedded derivatives | Other income (expense), net
Derivative instrument disclosures
Amount of gain (loss) recognized in income	$ (0.8)	$ (1.8)	$ 4.9	$ (3.1)

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BASIS OF PRESENTATION (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended				3 Months Ended				9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013 Shanghai Electric JV	Dec. 30, 2011 Shanghai Electric JV	Sep. 28, 2013 EGS Electrical Group, LLC and Subsidiaries ("EGS")	Jun. 29, 2013 EGS Electrical Group, LLC and Subsidiaries ("EGS")	Sep. 29, 2012 EGS Electrical Group, LLC and Subsidiaries ("EGS")	Jun. 30, 2012 EGS Electrical Group, LLC and Subsidiaries ("EGS")	Sep. 28, 2013 EGS Electrical Group, LLC and Subsidiaries ("EGS")	Jun. 29, 2013 EGS Electrical Group, LLC and Subsidiaries ("EGS")	Sep. 29, 2012 EGS Electrical Group, LLC and Subsidiaries ("EGS")	Jun. 30, 2012 EGS Electrical Group, LLC and Subsidiaries ("EGS")
BASIS OF PRESENTATION
Length of quarter	91 days
Investment in joint venture under equity method investment
Percentage of interest held in joint venture					45.00%	45.00%	44.50%				44.50%
Lag in including results in consolidated statements											3 months
Equity earnings in joint ventures	$ 11.4	$ 8.6	$ 30.6	$ 25.0			$ 11.4		$ 8.6		$ 30.5		$ 25.1
Revenues								129.1		127.5		380.2		387.2
Gross profit								57.0		52.8		164.7		161.7
Income from continuing operations								25.7		19.4		68.5		56.4
Net income								$ 25.7		$ 19.4		$ 68.5		$ 56.4

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INCOME TAXES

9 Months Ended

Sep. 28, 2013

INCOME TAXES

INCOME TAXES

(14) INCOME TAXES

Uncertain Tax Positions

As of September 28, 2013, we had gross unrecognized tax benefits of $72.9 (net unrecognized tax benefits of $35.8). Of these net unrecognized tax benefits, $34.9, if recognized, would impact our effective tax rate from continuing operations.

We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision. As of September 28, 2013, gross accrued interest excluded from the amounts above totaled $6.7 (net accrued interest of $5.0). There were no significant penalties recorded during the three and nine months ended September 28, 2013 or September 29, 2012.

Based on the outcome of certain examinations or as a result of the expiration of statute of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by approximately $10.0 to $15.0.

Other Tax Matters

For the three months ended September 28, 2013, we recorded an income tax provision of $12.3 on $69.3 of pre-tax income from continuing operations, resulting in an effective rate of 17.7%.  This compares to an income tax provision for the three months ended September 29, 2012 of $9.6 on $58.1 of pre-tax income from continuing operations, resulting in an effective rate of 16.5%.  The effective tax rate for the third quarter of 2013 was impacted favorably by income tax benefits of (i) $6.4 associated with net reductions to valuation allowances recorded against certain foreign deferred income tax assets and (ii) $2.3 recorded in connection with various audit settlements and statute expirations during the period.  The effective tax rate for the third quarter of 2012 was impacted favorably by (i) tax benefits of $4.2 recorded in connection with various audit settlements and statute expirations during the period and (ii) a benefit of $2.8 associated with a reduction in deferred tax liabilities resulting from the newly enacted corporate tax rates in the United Kingdom.

For the nine months ended September 28, 2013, we recorded an income tax provision of $17.2 on $115.8 of pre-tax income from continuing operations, resulting in an effective tax rate of 14.9%.  This compares to an income tax provision for the nine months ended September 29, 2012 of $27.0 on $110.2 of pre-tax income from continuing operations, resulting in an effective tax rate of 24.5%.  The effective tax rate for the first nine months of 2013 was impacted favorably by the $8.7 of tax benefits noted above that were realized during the third quarter of 2013, as well as tax benefits realized during the first half of 2013 of $4.1 related to the Research and Experimentation Credit generated in 2012, $2.0 related to various foreign tax credits, and $1.8 for statute expirations. The effective tax rate for the nine months ended September 29, 2012 was impacted favorably by the tax benefits of $7.0 noted above for the third quarter of 2012. The impact of these benefits was offset by an incremental tax charge of $6.1 associated with the deconsolidation of our dry cooling business in China, as the goodwill allocated to the transaction was not deductible for tax purposes.

We perform reviews of our income tax positions on a continual basis and accrue for potential uncertain positions when we determine that an uncertain position meets the criteria of the Income Taxes topic of the Codification. Accruals for these uncertain tax positions are recorded in “Income taxes payable” and “Deferred and other income taxes” in the accompanying condensed consolidated balance sheets based on the expectation as to the timing of when the matters will be resolved. As events change and resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities.

The IRS initiated an audit of our 2010 and 2011 federal income tax returns during 2012.  We expect that the audit will be concluded during the next 12 months.  With regard to this audit, we believe any contingencies have been adequately provided for.

State income tax returns generally are subject to examination for a period of three to five years after filing the respective tax returns. The impact on such tax returns of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. We have various state income tax returns in the process of examination, administrative appeal or litigation. We believe any uncertain tax positions related to these examinations have been adequately provided for.

We have various foreign income tax returns under examination. The most significant of these examinations is in Denmark for the 2006 to 2010 tax years. We believe that any uncertain tax positions related to these examinations have been adequately provided for.

An unfavorable resolution of one or more tax matters could have a material adverse effect on our financial position, results of operations or cash flows in the quarter and year in which an adjustment is recorded or the tax is due or paid. As audits and examinations are still in process or we have not yet reached the final stages of the appeals process, the timing of the ultimate resolution and any payments that may be required for open matters cannot be determined at this time.

Upon the conclusion of our disposition activities discussed in Note 3, we may recognize an additional income tax provision or benefit, generally, as part of discontinued operations.

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INDEBTEDNESS

9 Months Ended

Sep. 28, 2013

INDEBTEDNESS

INDEBTEDNESS

(10) INDEBTEDNESS

The following summarizes our debt activity (both current and non-current) for the nine months ended September 28, 2013:

	December 31,									September 28,
	2012		Borrowings		Repayments			Other (4)		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		(12.7		)	4.5		111.8
Total debt	1,692.0		$	325.0	$	(334.7	)	$	4.5	1,686.8
Less: short-term debt	33.4									29.7
Less: current maturities of long-term debt	8.7									98.4
Total long-term debt	$	1,649.9								$	1,558.7

(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 September 28, 2013, we could borrow under this arrangement, on a continuous basis, up to $80.0, as available. At September 28, 2013, we had $42.6 of available borrowing capacity under this facility.

(3) Primarily included capital lease obligations of $75.6 and $82.3, and balances under purchase card programs of $27.6 and $27.9 at September 28, 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 September 28, 2013, we had $61.3 and $675.2, 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 $6.7 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 2.3% at September 28, 2013.

At September 28, 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.

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ACQUISITION, DISCONTINUED OPERATIONS AND FORMATION OF SHANGHAI ELECTRIC JV (Tables)

9 Months Ended

Sep. 28, 2013

ACQUISITION, DISCONTINUED OPERATIONS AND FORMATION OF SHANGHAI ELECTRIC JV

Schedule of businesses discontinued in a prior quarter

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

Schedule of income from discontinued operations and related income taxes

	Three months ended						Nine months ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
Income from discontinued operations	$	8.7		$	17.7		$	12.2		$	57.7
Income tax provision	(3.6		)	(6.0		)	(4.3		)	(19.7		)
Income from discontinued operations, net	$	5.1		$	11.7		$	7.9		$	38.0

Schedule of results of operations of businesses reported as discontinued operations

	Three months ended				Nine months ended
	September 28,		September 29,		September 28,		September 29,
	2013		2012		2013		2012
Revenues	$	50.7	$	269.6	$	154.2	$	877.8
Pre-tax income	8.3		18.8		15.0		60.5

Schedule of major classes of assets and liabilities, excluding intercompany balances, of businesses reported as discontinued operations

	September 28,		December 31,
	2013		2012
Assets:
Accounts receivable, net	$	28.4	$	21.2
Inventories, net	40.9		32.7
Other current assets	1.1		1.2
Property, plant and equipment, net	16.8		16.2
Goodwill and intangibles, net	70.6		71.3
Assets of discontinued operations	$	157.8	$	142.6
Liabilities:
Accounts payable	$	17.1	$	18.3
Accrued expenses	14.4		16.6
Liabilities of discontinued operations	$	31.5	$	34.9

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FAIR VALUE

9 Months Ended

Sep. 28, 2013

FAIR VALUE

FAIR VALUE

(15) FAIR VALUE

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

· Level 1 — Quoted prices for identical instruments in active markets.

· Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

· Level 3 — Significant inputs to the valuation model are unobservable.

There were no changes during the three and nine months ended September 28, 2013 and September 29, 2012 to the valuation techniques we use to measure asset and liability fair values on a recurring basis.  There were no transfers between the three levels of the fair value hierarchy for the three and nine months ended September 28, 2013 and September 29, 2012.

The following section describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis.

Derivative Financial Instruments

Our financial derivative assets and liabilities include FX forward contracts, FX embedded derivatives and commodity contracts, valued using valuation models based on observable market inputs such as forward rates, interest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. We have not made any adjustments to the inputs obtained from the independent sources. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active. We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.

As of September 28, 2013, there had been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under 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 risks.

Investments in Equity Securities

Our available-for-sale securities include equity investments 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. These assets had a fair market value of $2.1 and $3.6 at September 28, 2013 and December 31, 2012, respectively.

Certain of our investments in equity securities that are not readily marketable are accounted for under the fair value option, with such values determined by multidimensional pricing models. These models consider market activity based on modeling of securities with similar credit quality, duration, yield and structure. A variety of inputs are used, including benchmark yields, reported trades, non-binding broker/dealer quotes, issuer spread and reference data including market research publications. Market indicators, industry and economic events are also considered. We have not made any adjustments to the inputs obtained from the independent sources. At September 28, 2013 and December 31, 2012, these assets had a fair value of $1.7 and $7.5, respectively, which are estimated using various valuation models, including the Monte-Carlo simulation model.

Assets and liabilities measured at fair value on a recurring basis include the following as of September 28, 2013:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3
Other current assets — FX embedded derivatives, FX forward contracts and commodity contracts	$	—	$	1.2	$	—
Other assets — Investments in equity securities and FX embedded derivatives	2.1		0.8		1.7
Accrued expenses — FX embedded derivatives and FX forward contracts	—		6.6		—
Other long-term liabilities — FX embedded derivatives	—		0.6		—

Assets and liabilities measured at fair value on a recurring basis include the following as of December 31, 2012:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3
Other current assets — FX embedded derivatives, FX forward contracts and commodity contracts	$	—	$	0.7	$	—
Other assets — Investments in equity securities	3.6		—		7.5
Accrued expenses — FX forward contracts and FX embedded derivatives	—		1.3		—
Other long-term liabilities — FX embedded derivatives	—		9.8		—

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) for the nine months ended September 28, 2013 and September 29, 2012, including net unrealized losses recorded to earnings.

	Nine months ended
	September 28, 2013			September 29, 2012
Balance at beginning of period	$	7.5		$	7.8
Cash consideration received	(5.2		)	—
Unrealized losses recorded to earnings	(0.6		)	(0.2		)
Balance at end of period	$	1.7		$	7.6

Indebtedness and Other

The estimated fair values of other financial liabilities (excluding capital leases) not measured at fair value on a recurring basis as of September 28, 2013 and December 31, 2012 were as follows:

	September 28, 2013				December 31, 2012
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Senior notes	$	1,100.0	$	1,202.9	$	1,100.0	$	1,217.8
Term loan	475.0		475.0		475.0		475.0
Other indebtedness	36.2		36.2		34.7		34.7

The following methods and assumptions were used in estimating the fair value of these financial instruments:

· The fair value of the senior notes and term loan was determined using Level 2 inputs within the fair value hierarchy and was based on quoted market prices for the same or similar instruments or on current rates offered to us for debt with similar maturities, subordination and credit default expectations.

· The fair value of our other indebtedness approximates carrying value due primarily to the short-term nature of the related instruments.

Certain of our non-financial assets and liabilities are subject to impairment analysis, including long-lived assets, indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairment would require that the instrument be recorded at its fair value. As of September 28, 2013, we did not have any significant non-financial assets or liabilities that are required to be measured at fair value on a recurring or non-recurring basis.

The carrying amount of cash and equivalents and receivables reported in our condensed consolidated balance sheets approximates fair value due to the short maturity of those instruments.

XML

Document and Entity Information	9 Months Ended
	Sep. 28, 2013	Oct. 25, 2013
Document and Entity Information
Entity Registrant Name	SPX CORP
Entity Central Index Key	0000088205
Document Type	10-Q
Document Period End Date	Sep. 28, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		45,354,032
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

XML

BASIS OF PRESENTATION (Tables)

9 Months Ended

Sep. 28, 2013

BASIS OF PRESENTATION

Schedule of summarized financial results of EGS investment

	Three months ended				Nine months ended
	June 30,		June 30,		June 30,		June 30,
	2013		2012		2013		2012
Revenues	$	129.1	$	127.5	$	380.2	$	387.2
Gross profit	57.0		52.8		164.7		161.7
Income from continuing operations	25.7		19.4		68.5		56.4
Net income	25.7		19.4		68.5		56.4