PART I—FINANCIAL INFORMATION

ITEM 1. Financial Statements

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

	Three months ended						Six months ended
	June 27,			June 28,			June 27,			June 28,
	2015			2014			2015			2014
Revenues	$	1,074.4		$	1,195.1		$	2,021.3		$	2,272.2
Costs and expenses:
Cost of products sold	768.2			847.9			1,453.2			1,623.5
Selling, general and administrative	228.9			244.4			462.1			511.9
Intangible amortization	7.1			8.3			14.4			16.6
Special charges, net	6.1			4.5			12.7			14.5
Operating income	64.1			90.0			78.9			105.7

Other income (expense), net	—			(1.2		)	0.8			489.4
Interest expense	(18.2		)	(16.3		)	(35.0		)	(35.6		)
Interest income	0.9			2.3			2.0			4.5
Loss on early extinguishment of debt	—			—			—			(32.5		)
Equity earnings in joint ventures	0.5			0.5			0.5			0.5
Income from continuing operations before income taxes	47.3			75.3			47.2			532.0
Income tax provision	(10.4		)	(18.6		)	(19.9		)	(178.6		)
Income from continuing operations	36.9			56.7			27.3			353.4

Loss from discontinued operations, net of tax	—			(0.6		)	—			(0.5		)
Gain (loss) on disposition of discontinued operations, net of tax	(0.5		)	(6.1		)	(0.9		)	14.9
Income (loss) from discontinued operations, net of tax	(0.5		)	(6.7		)	(0.9		)	14.4

Net income	36.4			50.0			26.4			367.8
Less: Net loss attributable to noncontrolling interests	(2.5		)	(1.2		)	(5.4		)	(1.6		)
Net income attributable to SPX Corporation common shareholders	$	38.9		$	51.2		$	31.8		$	369.4

Amounts attributable to SPX Corporation common shareholders:
Income from continuing operations, net of tax	$	39.4		$	57.9		$	32.7		$	355.0
Income (loss) from discontinued operations, net of tax	(0.5		)	(6.7		)	(0.9		)	14.4
Net income	$	38.9		$	51.2		$	31.8		$	369.4

Basic income per share of common stock:
Income from continuing operations attributable to SPX Corporation common shareholders	$	0.97		$	1.34		$	0.81		$	8.13
Income (loss) from discontinued operations attributable to SPX Corporation common shareholders	(0.01		)	(0.15		)	(0.03		)	0.33
Net income per share attributable to SPX Corporation common shareholders	$	0.96		$	1.19		$	0.78		$	8.46

Weighted-average number of common shares outstanding — basic	40.602			43.068			40.553			43.649

Diluted income per share of common stock:
Income from continuing operations attributable to SPX Corporation common shareholders	$	0.96		$	1.32		$	0.80		$	7.98
Income (loss) from discontinued operations attributable to SPX Corporation common shareholders	(0.01		)	(0.15		)	(0.02		)	0.32
Net income per share attributable to SPX Corporation common shareholders	$	0.95		$	1.17		$	0.78		$	8.30

Weighted-average number of common shares outstanding — diluted	40.917			43.900			40.854			44.487

Comprehensive income (loss)	$	77.3		$	41.9		$	(63.2	)	$	365.6

The accompanying notes are an integral part of these statements.

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

	June 27,			December 31,
	2015			2014
ASSETS
Current assets:
Cash and equivalents	$	328.9		$	427.6
Accounts receivable, net	1,081.8			1,067.4
Inventories, net	546.7			497.8
Other current assets	171.5			98.5
Deferred income taxes	124.3			123.8
Total current assets	2,253.2			2,215.1
Property, plant and equipment:
Land	54.9			56.4
Buildings and leasehold improvements	353.6			361.8
Machinery and equipment	846.6			825.9
	1,255.1			1,244.1
Accumulated depreciation	(591.3		)	(573.2		)
Property, plant and equipment, net	663.8			670.9
Goodwill	1,416.1			1,455.4
Intangibles, net	799.2			831.0
Other assets	756.9			729.8
TOTAL ASSETS	$	5,889.2		$	5,902.2

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	461.7		$	462.0
Accrued expenses	852.1			892.3
Income taxes payable	42.1			43.7
Short-term debt	294.1			181.1
Current maturities of long-term debt	37.5			30.8
Total current liabilities	1,687.5			1,609.9

Long-term debt	1,143.3			1,157.8
Deferred and other income taxes	292.2			294.9
Other long-term liabilities	1,007.1			1,018.5
Total long-term liabilities	2,442.6			2,471.2

Commitments and contingent liabilities (Note 13)

Equity:
SPX Corporation shareholders’ equity:
Common stock (100,199,385 and 41,077,984 issued and outstanding at June 27, 2015, respectively, 100,063,887 and 40,858,006 issued and outstanding at December 31, 2014, respectively)	1.0			1.0
Paid-in capital	2,635.8			2,608.0
Retained earnings	2,638.7			2,637.8
Accumulated other comprehensive income (loss)	(27.2		)	62.6
Common stock in treasury (59,121,401 and 59,205,881 shares at June 27, 2015 and December 31, 2014, respectively)	(3,487.0		)	(3,491.5		)
Total SPX Corporation shareholders’ equity	1,761.3			1,817.9
Noncontrolling interests	(2.2		)	3.2
Total equity	1,759.1			1,821.1
TOTAL LIABILITIES AND EQUITY	$	5,889.2		$	5,902.2

The accompanying notes are an integral part of these statements.

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

	Six months ended
	June 27,			June 28,
	2015			2014
Cash flows used in operating activities:
Net income	$	26.4		$	367.8
Less: Income (loss) from discontinued operations, net of tax	(0.9		)	14.4
Income from continuing operations	27.3			353.4
Adjustments to reconcile income from continuing operations to net cash used in operating activities:
Special charges, net	12.7			14.5
Gain on asset sales	(2.4		)	(491.1		)
Loss on early extinguishment of debt	—			32.5
Deferred and other income taxes	(13.2		)	(52.5		)
Depreciation and amortization	50.5			57.4
Pension and other employee benefits	12.7			32.1
Stock-based compensation	29.1			29.3
Other, net	2.3			0.1
Changes in operating assets and liabilities, net of effects from divestitures:
Accounts receivable and other assets	(159.4		)	12.9
Inventories	(61.5		)	(47.2		)
Accounts payable, accrued expenses and other	13.2			(22.9		)
Cash spending on restructuring actions	(9.0		)	(15.9		)
Net cash used in continuing operations	(97.7		)	(97.4		)
Net cash used in discontinued operations	(1.9		)	(4.6		)
Net cash used in operating activities	(99.6		)	(102.0		)
Cash flows from (used in) investing activities:
Proceeds from asset sales and other, net	3.6			581.2
Increase in restricted cash	(0.1		)	(0.7		)
Capital expenditures	(29.4		)	(23.6		)
Net cash from (used in) continuing operations	(25.9		)	556.9
Net cash from discontinued operations	—			100.5
Net cash from (used in) investing activities	(25.9		)	657.4
Cash flows from (used in) financing activities:
Repurchase of senior notes (includes premiums paid of $30.6)	—			(530.6		)
Borrowings under senior credit facilities	325.0			157.0
Repayments under senior credit facilities	(224.2		)	(20.0		)
Borrowings under trade receivables agreement	95.0			—
Repayments under trade receivables agreement	(88.0		)	—
Net repayments under other financing arrangements	(2.3		)	(52.6		)
Purchases of common stock	—			(274.4		)
Minimum withholdings paid on behalf of employees for net share settlements, net of proceeds from the exercise of employee stock options and other	(5.3		)	(12.2		)
Financing fees paid	—			(0.4		)
Dividends paid	(30.6		)	(28.6		)
Net cash from (used in) continuing operations	69.6			(761.8		)
Net cash from discontinued operations	—			—
Net cash from (used in) financing activities	69.6			(761.8		)
Change in cash and equivalents due to changes in foreign currency exchange rates	(42.8		)	(19.2		)
Net change in cash and equivalents	(98.7		)	(225.6		)
Consolidated cash and equivalents, beginning of period	427.6			691.8
Consolidated cash and equivalents, end of period	$	328.9		$	466.2

The accompanying notes are an integral part of these statements.

SPX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited; in millions, except per share data)

(1) BASIS OF PRESENTATION

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

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

On May 14, 2015, we amended our Certificate of Incorporation to reduce the par value of all shares of common stock from $10.00 to $0.01 per share. Our common stock and paid-in capital accounts, as presented in the accompanying condensed consolidated balance sheets, reflect the change in par value.

On October 29, 2014, we announced that our Board of Directors had unanimously approved a plan for a tax-free spin-off of our Flow Technology reportable segment, our Hydraulic Technologies business (a business currently reported within Industrial Products and Services and Other), and certain of our corporate subsidiaries. The spin-off would create a new stand-alone, publicly-traded company focused on providing highly engineered technologies and services to customers in the global food and beverage, power and energy, and industrial markets. We expect that the transaction will be completed by the end of the third quarter of 2015.

On January 7, 2014, we completed the sale of our 44.5% interest in the EGS Electrical Group, LLC and Subsidiaries (“EGS”) joint venture to Emerson Electric Co. for cash proceeds of $574.1. As a result of the sale, we recorded a gain of $491.2 to “Other income, net” during the first quarter of 2014.

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 2014 Annual Report on Form 10-K. Interim results are not necessarily indicative of full year results. We have reclassified certain prior year amounts, including (i) the results of discontinued operations and (ii) our common stock and paid-in capital accounts as discussed above, to conform to the current year presentation. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only. 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 2015 are March 28, June 27 and September 26, compared to the respective March 29, June 28 and September 27, 2014 dates. We had one less day in the first quarter of 2015 and will have one more day in the fourth quarter of 2015 than in the respective 2014 periods.

(2) NEW ACCOUNTING PRONOUNCEMENTS

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

In April 2014, the Financial Accounting Standards Board (“FASB”) issued an amendment to guidance to change the criteria for determining which disposals of components of an entity can be presented as discontinued operations and to modify

related disclosure requirements. Under the amended guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The amendment states that a “strategic shift” could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. The standard no longer precludes presentation as a discontinued operation if there are operations and cash flows of the component that have not been eliminated from the reporting entity’s ongoing operations, or there is significant continuing involvement with a component after its disposal. This amendment is effective for interim and annual reporting periods beginning after December 15, 2014 and shall be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. We adopted this guidance on January 1, 2015, with no impact on our condensed consolidated financial statements as there were no disposal activities in the first half of 2015.

In May 2014, the FASB issued a new standard on revenue recognition that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The new standard contains a five-step approach that entities will apply to determine the measurement of revenue and timing of when it is recognized, including (i) identifying the contract(s) with a customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to separate performance obligations, and (v) recognizing revenue when (or as) each performance obligation is satisfied. The new standard requires a number of disclosures intended to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue, and the related cash flows. The disclosures include qualitative and quantitative information about contracts with customers, significant judgments made in applying the revenue guidance, and assets recognized from the costs to obtain or fulfill a contract. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. We are currently evaluating the effect that this new standard will have on our condensed consolidated financial statements.

In April 2015, the FASB issued a new standard that requires debt issuance costs related to a recognized debt liability to be reported in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The standard is effective for interim and annual reporting periods beginning after December 15, 2015, and shall be applied retrospectively. We do not expect the adoption of this standard to have a material impact on our condensed consolidated financial statements.

In April 2015, the FASB issued an amendment to existing guidance that, among other changes, permits an entity that has a significant event in an interim period that requires a remeasurement of defined benefit plan assets and obligations to remeasure such assets and obligations using the month-end date that is closest to the date of the significant event, rather than the date of the plan event. Under the amended guidance, the month-end remeasurement of defined benefit plan assets and obligations that is closest to the date of the significant event should be adjusted to reflect any effects of the significant event, to the extent those effects are not captured in the month-end measurement. An entity is required to disclose its accounting policy election and the dates used to measure defined benefit plan assets and obligations in accordance with the provisions of this amended guidance. Although earlier application is permitted, the amendments are effective for interim and annual reporting periods beginning after December 15, 2015, and shall be applied prospectively. The impact of the adoption of this amendment on our condensed consolidated financial statements, if elected, will be based on any future significant events of our defined benefit pension and postretirement plans.

(3) DISCONTINUED OPERATIONS

As indicated in Note 2, there were no disposal activities in the first half of 2015. Prior to January 1, 2015, we reported businesses or asset groups as discontinued operations when, among other things, we terminated the operations of the business or asset group, committed to a plan to divest the business or asset group or actively began marketing the business or asset group, and the sale of the business or asset group was deemed probable within the next twelve months.

During the second quarter of 2014, we sold our SPX Precision Components (“Precision Components”) business for cash consideration of $63.0, resulting in a loss, net of tax, of $7.3.

During the first quarter of 2014, we sold our Thermal Products Solutions (“TPS”) business for cash consideration of $38.5 and a promissory note of $4.0, resulting in a gain, net of tax, during the quarter of $21.5. The promissory note was paid in full during the fourth quarter of 2014.

In addition to the Precision Components and TPS businesses, we recognized net losses of $0.5 and $0.9 during the three and six months ended June 27, 2015, respectively, and net gains of $1.2 and $0.7 during the three and six months ended June 28, 2014, respectively, resulting from adjustments to gains/losses on dispositions of businesses discontinued prior to 2014.

For the three and six months ended June 27, 2015 and June 28, 2014, income (loss) from discontinued operations and the related income taxes are shown below:

	Three months ended						Six months ended
	June 27,			June 28,			June 27,			June 28,
	2015			2014			2015			2014
Income (loss) from discontinued operations	$	(2.1	)	$	(5.8	)	$	(2.5	)	$	28.1
Income tax (provision) benefit	1.6			(0.9		)	1.6			(13.7		)
Income (loss) from discontinued operations, net	$	(0.5	)	$	(6.7	)	$	(0.9	)	$	14.4

For the three and six months ended June 27, 2015 and June 28, 2014, results of operations from our businesses reported as discontinued operations were as follows:

	Three months ended					Six months ended
	June 27,		June 28,			June 27,		June 28,
	2015		2014			2015		2014
Revenues	$	—	$	0.6		$	—	$	26.6
Pre-tax loss	—		(0.9		)	—		(0.9		)

(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 solutions play a role in helping to meet rising global demand for processed foods and beverages and power and energy, 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 Financial Accounting Standards Board Codification (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, pension and postretirement expense/income, stock-based compensation and other indirect corporate expenses. This is consistent with the way our chief operating decision maker evaluates the results of each segment.

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 personal comfort heating 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, obstruction lighting systems, communications and signal monitoring systems, fare collection systems, and portable cable and pipe locators.

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 were as follows:

	Three months ended						Six months ended
	June 27,			June 28,			June 27,			June 28,
	2015			2014			2015			2014
Revenues: (1)
Flow Technology reportable segment	$	578.0		$	661.4		$	1,108.8		$	1,278.1
Thermal Equipment and Services reportable segment	298.0			327.3			545.2			606.9
Industrial Products and Services and Other	198.4			206.4			367.3			387.2
Total revenues	$	1,074.4		$	1,195.1		$	2,021.3		$	2,272.2

Income:
Flow Technology reportable segment	$	75.9		$	88.3		$	135.2		$	154.5
Thermal Equipment and Services reportable segment	6.1			9.5			3.3			18.7
Industrial Products and Services and Other	24.1			30.1			43.1			53.4
Total income for reportable and other operating segments	106.1			127.9			181.6			226.6

Corporate expense	(29.1		)	(25.8		)	(58.3		)	(54.3		)
Stock-based compensation expense	(5.5		)	(4.6		)	(29.1		)	(29.3		)
Pension and postretirement expense	(1.3		)	(3.0		)	(2.6		)	(22.8		)
Special charges, net	(6.1		)	(4.5		)	(12.7		)	(14.5		)

Consolidated operating income	$	64.1		$	90.0		$	78.9		$	105.7

(1) Under the percentage-of-completion method, we recognized revenues of $244.6 and $295.8 in the three months ended June 27, 2015 and June 28, 2014, respectively. For the six months ended June 27, 2015 and June 28, 2014, revenues under the percentage-of-completion method were $484.0 and $570.0, respectively. Costs and estimated earnings in excess of billings on uncompleted contracts accounted for under the percentage-of-completion method were $276.0 and $237.1 as of June 27, 2015 and December 31, 2014, 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 $182.6 and $178.9 as of June 27, 2015 and December 31, 2014, respectively, and are reported as a component of ‘‘Accrued expenses’’ in the condensed consolidated balance sheets.

(5) SPECIAL CHARGES, NET

Special charges, net, for the three and six months ended June 27, 2015 and June 28, 2014 are described in more detail below:

	Three months ended				Six months ended
	June 27,		June 28,		June 27,		June 28,
	2015		2014		2015		2014
Flow Technology reportable segment	$	3.3	$	1.2	$	7.1	$	10.1
Thermal Equipment and Services reportable segment	2.7		1.4		5.0		1.5
Industrial Products and Services and Other	0.1		1.6		0.6		2.0
Corporate	—		0.3		—		0.9
Total	$	6.1	$	4.5	$	12.7	$	14.5

Flow Technology Reportable Segment — Charges for the three and six months ended June 27, 2015 related primarily to severance and other costs associated with restructuring initiatives at various locations in Europe and South America. These actions were taken primarily to reduce the cost base of Clyde Union and other businesses within the segment. The actions at Clyde Union were taken primarily to reduce the cost base of the business in response to the significant decline in oil prices that began in the latter half of 2014 and has continued into 2015, which has resulted in a reduction in capital spending on original equipment by our customers in the oil and gas industries. Charges for the three and six months ended June 28, 2014 related primarily to severance and other costs associated with restructuring initiatives at various Flow Technology locations in Europe and the U.S. These actions were taken primarily to reduce the cost base of Clyde Union as we continued to integrate the business into our Flow Technology reportable segment.

Thermal Equipment and Services Reportable Segment — Charges for the three and six months ended June 27, 2015 related primarily to severance and other costs associated with (i) facility consolidation efforts in Asia Pacific and (ii) the continuation of restructuring actions at our Balcke Duerr and dry cooling businesses in order to reduce the cost base of the businesses primarily in response to reduced demand for nuclear power products and services in Europe. Charges for the three and six months ended June 28, 2014 related primarily to severance and other costs associated with (i) the closure of a facility in China and (ii) finalizing restructuring initiatives in Germany that commenced in 2013.

Industrial Products and Services and Other — Charges for the three and six months ended June 27, 2015 related primarily to severance and other costs associated with a restructuring initiative at our obstruction lighting systems business. These actions were taken to reduce the cost base of the business in response to reduced demand within the markets served by the business. Charges for the three and six months ended June 28, 2014 related primarily to costs associated with restructuring initiatives at various locations in the U.S.

Corporate — Charges for the three and six months ended June 28, 2014 related primarily to costs associated with our efforts to better align our corporate overhead structure with the new operational alignment we implemented in the second half of 2013.

Expected charges still to be incurred under actions approved as of June 27, 2015 were approximately $4.0.

The following is an analysis of our restructuring liabilities for the six months ended June 27, 2015 and June 28, 2014:

	Six months ended
	June 27,			June 28,
	2015			2014
Balance at beginning of year	$	14.3		$	19.0
Special charges (1)	12.2			14.5
Utilization — cash (2)	(9.0		)	(16.0		)
Currency translation adjustment and other	(0.6		)	0.5
Balance at end of period	$	16.9		$	18.0

(1) The six months ended June 27, 2015 included $0.5 of non-cash charges that did not impact the restructuring liability.

(2) The six months ended June 28, 2014 included $0.1 of cash utilized to settle retained liabilities of discontinued operations.

(6) INVENTORIES, NET

Inventories at June 27, 2015 and December 31, 2014 comprised the following:

	June 27,			December 31,
	2015			2014
Finished goods	$	155.7		$	138.2
Work in process	174.1			158.6
Raw materials and purchased parts	237.2			220.5
Total FIFO cost	567.0			517.3
Excess of FIFO cost over LIFO inventory value	(20.3		)	(19.5		)
Total inventories, net	$	546.7		$	497.8

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 21% and 18% of total inventory at June 27, 2015 and December 31, 2014, 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			June 27,
	2014			Combinations		Impairments		and Other			2015
Flow Technology reportable segment
Gross goodwill	$	1,036.5		$	—	$	—	$	(33.9	)	$	1,002.6
Accumulated impairments	—			—		—		—			—
Goodwill	1,036.5			—		—		(33.9		)	1,002.6

Thermal Equipment and Services reportable segment
Gross goodwill	553.3			—		—		(13.2		)	540.1
Accumulated impairments	(391.4		)	—		—		7.6			(383.8		)
Goodwill	161.9			—		—		(5.6		)	156.3

Industrial Products and Services and Other
Gross goodwill	396.1			—		—		0.4			396.5
Accumulated impairments	(139.1		)	—		—		(0.2		)	(139.3		)
Goodwill	257.0			—		—		0.2			257.2

Total
Gross goodwill	1,985.9			—		—		(46.7		)	1,939.2
Accumulated impairments	(530.5		)	—		—		7.4			(523.1		)
Goodwill	$	1,455.4		$	—	$	—	$	(39.3	)	$	1,416.1

Other Intangibles, Net

Identifiable intangible assets at June 27, 2015 and December 31, 2014 comprised the following:

	June 27, 2015							December 31, 2014
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Value		Amortization			Value		Value		Amortization			Value
Intangible assets with determinable lives:
Customer relationships	$	379.3	$	(97.4	)	$	281.9	$	388.6	$	(91.7	)	$	296.9
Technology	175.9		(61.7		)	114.2		183.8		(59.8		)	124.0
Patents	11.3		(8.9		)	2.4		11.3		(8.8		)	2.5
Other	27.9		(18.4		)	9.5		28.7		(18.3		)	10.4
	594.4		(186.4		)	408.0		612.4		(178.6		)	433.8
Trademarks with indefinite lives	391.2		—			391.2		397.2		—			397.2
Total	$	985.6	$	(186.4	)	$	799.2	$	1,009.6	$	(178.6	)	$	831.0

At June 27, 2015, the net carrying value of intangible assets with determinable lives consisted of $362.1 in the Flow Technology reportable segment, $39.5 in the Thermal Equipment and Services reportable segment and $6.4 in Industrial Products and Services and Other. At June 27, 2015, trademarks with indefinite lives consisted of $253.8 in the Flow Technology reportable segment, $116.3 in the Thermal Equipment and Services reportable segment and $21.1 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, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment. A significant amount of judgment is involved in determining if an indication of impairment has occurred between annual testing dates. Such indications may include: a significant decline in expected future cash flows; a significant adverse change in legal factors or the business climate; unanticipated competition; and a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit.

We perform our annual trademarks impairment testing during the fourth quarter, or on a more frequent basis if there are indications of potential impairment. The fair values of our trademarks are determined by applying estimated royalty rates to projected revenues, with the resulting cash flows discounted at a rate of return that reflects current market conditions.

No impairment charges were recorded in the first half of 2015 or 2014. Changes in the gross carrying value of trademarks and other identifiable intangible assets related to foreign currency translation.

(8) WARRANTY

The following is an analysis of our product warranty accrual for the periods presented:

	Six months ended
	June 27,			June 28,
	2015			2014
Balance at beginning of year	$	56.0		$	55.1
Provisions	11.8			12.2
Usage	(15.1		)	(15.5		)
Currency translation adjustment	(0.9		)	—
Balance at end of period	51.8			51.8
Less: Current portion of warranty	34.2			39.7
Non-current portion of warranty	$	17.6		$	12.1

(9) EMPLOYEE BENEFIT PLANS

During a designated election period in the first quarter of 2014, we offered approximately 7,100 eligible former employees under the SPX U.S. Pension Plan (the “U.S. Plan”) a voluntary lump-sum payment option in lieu of a future pension benefit under the U.S. Plan. Approximately 38%, or $165.2, of the projected benefit obligation of the U.S. Plan was settled as a result of lump-sum payments made to those who accepted the offer. These payments were made during March 2014 and resulted in a settlement charge of $4.6 being reflected in net periodic pension benefit expense for the first quarter of 2014. In addition, in connection with this lump-sum payment action, we remeasured the assets and liabilities of the U.S. Plan as of March 29, 2014, which resulted in a charge to net periodic pension benefit expense of $14.8 for the three months then ended.

During the fourth quarter of 2014, we executed an agreement to transfer obligations for monthly pension payments to retirees under the SPX U.K. Pension Plan (the ‘‘U.K. Plan’’) to Just Retirement Limited (‘‘Just Retirement’’). Under the agreement, Just Retirement irrevocably assumed the obligation to make future pension payments to the approximately 900 retirees of the U.K. Plan beginning in the first quarter of 2015. The U.K. Plan paid Just Retirement 79.2 British Pounds (‘‘GBP’’) ($123.3 equivalent) in the fourth quarter of 2014 to assume obligations totaling approximately GBP 68.0 ($105.8 equivalent). The partial annuitization of the U.K. Plan resulted in a settlement loss of $15.0, which was included in net periodic pension benefit expense during the fourth quarter of 2014.

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

Domestic Pension Plans

	Three months ended						Six months ended
	June 27,			June 28,			June 27,			June 28,
	2015			2014			2015			2014
Service cost	$	0.9		$	1.8		$	1.8		$	3.6
Interest cost	4.3			4.5			8.6			11.2
Expected return on plan assets	(4.9		)	(4.7		)	(9.8		)	(10.2		)
Settlement charges, net (1)	—			—			—			0.5
Recognized net actuarial loss (2)	—			—			—			14.8
Total net periodic pension benefit expense	$	0.3		$	1.6		$	0.6		$	19.9

(1) Consisted of the settlement charge of $4.6 associated with the lump-sum payment action that took place during the first quarter of 2014 (see above), net of a $4.1 increase to the estimated settlement gain that was recorded in connection with the 2013 transfer of the pension obligation for the retirees of the U.S. Plan to Massachusetts Mutual Life Insurance Company.

(2) Represented the actuarial loss resulting from the remeasurement of the assets and obligations of the U.S. Plan during the first quarter of 2014, which was required in connection with the lump-sum payment action noted above.

Foreign Pension Plans

	Three months ended						Six months ended
	June 27,			June 28,			June 27,			June 28,
	2015			2014			2015			2014
Service cost	$	0.4		$	0.7		$	0.8		$	1.4
Interest cost	2.0			3.5			4.0			7.0
Expected return on plan assets	(2.5		)	(4.2		)	(4.9		)	(8.5		)
Total net periodic pension benefit income	(0.1		)	—			(0.1		)	(0.1		)
Less: Net periodic pension benefit income of discontinued operations	(0.2		)	—			(0.3		)	(0.2		)
Net periodic pension benefit expense of continuing operations	$	0.1		$	—		$	0.2		$	0.1

Postretirement Plans

	Three months ended						Six months ended
	June 27,			June 28,			June 27,			June 28,
	2015			2014			2015			2014
Service cost	$	—		$	0.2		$	—		$	0.3
Interest cost	1.1			1.3			2.2			2.6
Amortization of unrecognized prior service credits	(0.2		)	(0.1		)	(0.4		)	(0.1		)
Net periodic postretirement benefit expense	$	0.9		$	1.4		$	1.8		$	2.8

Employer Contributions

During the first half of 2015, we made contributions to our domestic and foreign pension plans of approximately $1.3, of which $0.8 related to discontinued operations.

(10) INDEBTEDNESS

The following summarizes our debt activity (both current and non-current) for the six months ended June 27, 2015:

	December 31,										June 27,
	2014		Borrowings		Repayments			Other (4)			2015
Domestic revolving loan facility	$	133.0	$	325.0	$	(217.0	)	$	—		$	241.0
Term loan (1)	575.0		—		(7.2		)	—			567.8
6.875% senior notes, due in August 2017	600.0		—		—			—			600.0
Trade receivables financing arrangement (2)	10.0		95.0		(88.0		)	—			17.0
Other indebtedness (3)	51.7		1.3		(3.6		)	(0.3		)	49.1
Total debt	1,369.7		$	421.3	$	(315.8	)	$	(0.3	)	1,474.9
Less: short-term debt	181.1										294.1
Less: current maturities of long-term debt	30.8										37.5
Total long-term debt	$	1,157.8									$	1,143.3

(1) The term loan is repayable in quarterly installments of 5.0% annually, and payments began during our second fiscal quarter of 2015. The remaining balance is repayable in full on December 23, 2018.

(2) Under this arrangement, we can borrow, on a continuous basis, up to $80.0, as available. At June 27, 2015, we had $50.2 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $17.0.

(3) Primarily included balances under a purchase card program of $30.2 and $32.1 and capital lease obligations of $13.0 and $13.6 at June 27, 2015 and December 31, 2014, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.

(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 2014 Annual Report on Form 10-K.

At June 27, 2015, we had $53.1 and $679.5 of outstanding letters of credit issued under our revolving credit and our foreign credit instrument facilities of our senior credit agreement, respectively. In addition, we had $5.6 of letters of credit outstanding under separate arrangements in China and India.

	June 27, 2015								December 31, 2014
	Gross Assets		Gross Liabilities			Net Assets / Liabilities			Gross Assets		Gross Liabilities			Net Assets / Liabilities
FX Forward Contracts:
Counterparty A	$	0.3	$	—		$	0.3		$	—	$	(0.1	)	$	(0.1	)
Counterparty B	0.9		(2.6		)	(1.7		)	0.3		(3.5		)	(3.2		)
Counterparty C	1.6		(1.1		)	0.5			0.3		(1.0		)	(0.7		)
Aggregate of other counterparties	0.7		(0.5		)	0.2			0.2		(0.8		)	(0.6		)
Totals (1)	$	3.5	$	(4.2	)	$	(0.7	)	$	0.8	$	(5.4	)	$	(4.6	)

Commodity Contracts:
Counterparty A (2)	$	—	$	(0.9	)	$	(0.9	)	$	—	$	(1.4	)	$	(1.4	)

(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 condensed consolidated balance sheets were as follows:

	June 27,			December 31,
	2015			2014
Designated as hedging instruments:
Accrued expenses	$	(1.0	)	$	(0.1	)
Other long-term liabilities	(0.2		)	(0.1		)
	(1.2		)	(0.2		)

Not designated as hedging instruments:
Other current assets	0.5			—
Accrued expenses	—			(4.4		)
	0.5			(4.4		)
Net fair value of FX forward contracts	$	(0.7	)	$	(4.6	)

(2) Related contracts are designated as hedging instruments. Net amounts at June 27, 2015 and December 31, 2014 were recorded in “Accrued expenses.”

The following summarizes the fair value of our FX embedded derivative instruments, which are not designated as hedging instruments, and the related balance sheet classification as of June 27, 2015 and December 31, 2014:

	June 27,			December 31,
Balance Sheet Classification	2015			2014
Other current assets	$	6.0		$	5.1
Other assets	6.6			1.2
Accrued expenses	(5.9		)	(4.7		)
Other long-term liabilities	(2.5		)	(0.9		)

	$	4.2		$	0.7

The following summarizes the pre-tax gain (loss) recognized in AOCI resulting from derivative financial instruments designated as cash flow hedging relationships for the three and six months ended June 27, 2015 and June 28, 2014:

	Three months ended					Six months ended
	June 27, 2015			June 28, 2014		June 27, 2015			June 28, 2014
FX forward contracts	$	—		$	0.2	$	0.5		$	0.5
Commodity contracts	(0.2		)	0.6		(0.6		)	(0.7		)
	$	(0.2	)	$	0.8	$	(0.1	)	$	(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 ‘‘Revenue’’ for FX forward contracts and ‘‘Cost of products sold’’ for commodity contracts for the three and six months ended June 27, 2015 and June 28, 2014:

	Three months ended						Six months ended
	June 27, 2015			June 28, 2014			June 27, 2015			June 28, 2014
FX forward contracts	$	1.1		$	—		$	1.1		$	—
Commodity contracts	(0.5		)	(0.1		)	(1.2		)	(0.2		)
	$	0.6		$	(0.1	)	$	(0.1	)	$	(0.2	)

The following summarizes the gain (loss) recognized in ‘‘Other income (expense), net’’ for the three and six months ended June 27, 2015 and June 28, 2014 related to derivative financial instruments not designated as cash flow hedging relationships:

	Three months ended					Six months ended
	June 27, 2015			June 28, 2014		June 27, 2015			June 28, 2014
FX forward contracts	$	5.7		$	1.4	$	(6.5	)	$	1.8
FX embedded derivatives	(2.2		)	0.1		4.4			(2.1		)
	$	3.5		$	1.5	$	(2.1	)	$	(0.3	)

(12) SHAREHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

Income Per Share

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

	Three months ended		Six months ended
	June 27,	June 28,	June 27,	June 28,
	2015	2014	2015	2014
Weighted-average number of common shares used in basic income per share	40.602	43.068	40.553	43.649
Dilutive securities — Restricted stock shares and restricted stock units	0.315	0.832	0.301	0.838

Weighted-average number of common shares and dilutive securities used in diluted income per share	40.917	43.900	40.854	44.487

For the three and six months ended June 27, 2015, 0.538 and 0.544 of unvested restricted stock shares/units, respectively, were not included in the computation of diluted income per share because required market thresholds for vesting (as discussed in our 2014 Annual Report on Form 10-K) were not met. For the three and six months ended June 27, 2015, 0.323 of stock options were not included in the computation of diluted income per share because their exercise price was greater than the average market price of common shares.

All unvested restricted stock shares and restricted stock units were included in the computation of diluted income per share for the three and six months ended June 28, 2014 because required market thresholds for vesting were met. There were no stock options outstanding during the three and six months ended June 28, 2014.

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, 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 2014 Annual Report on Form 10-K.

The recognition of compensation expense for share-based awards, including stock options, is based on their grant-date fair values. The fair value of each award is amortized over the lesser of the award’s requisite or derived service period, which is generally up to three years. Compensation expense within income from continuing operations related to restricted stock shares, restricted stock units, and stock options totaled $5.5 and $4.6 for the three months ended June 27, 2015 and June 28, 2014, respectively, and $29.1 and $29.3 for the six months ended June 27, 2015 and June 28, 2014, respectively. The related tax benefit was $2.1 and $1.7 for the three months ended June 27, 2015 and June 28, 2014, respectively, and $10.9 and $10.6 for the six months ended June 27, 2015 and June 28, 2014, respectively.

Accumulated Other Comprehensive Income (Loss)

The changes in the components of accumulated other comprehensive loss, net of tax, for the three months ended June 27, 2015 were as follows:

	Foreign Currency Translation Adjustment			Net Unrealized Losses on Qualifying Cash Flow Hedges (1)			Pension and Postretirement Liability Adjustment (2)			Total
Balance at beginning of period	$	(72.1	)	$	(0.6	)	$	4.7		$	(68.0	)
Other comprehensive income before reclassifications	41.7			—			—			41.7
Amounts reclassified from accumulated other comprehensive loss	—			(0.8		)	(0.1		)	(0.9		)
Current-period other comprehensive income (loss)	41.7			(0.8		)	(0.1		)	40.8
Balance at end of period	$	(30.4	)	$	(1.4	)	$	4.6		$	(27.2	)

(1) Net of tax benefit of $0.4 and $0.5 as of June 27, 2015 and March 28, 2015, respectively.

(2) Net of tax provision of $2.9 and $3.0 as of June 27, 2015 and March 28, 2015, respectively. The balances as of June 27, 2015 and March 28, 2015 include net unamortized prior service credits.

The changes in the components of accumulated other comprehensive income (loss), net of tax, for the six months ended June 27, 2015 were as follows:

	Foreign Currency Translation Adjustment			Net Unrealized Gains (Losses) on Qualifying Cash Flow Hedges (1)			Pension and Postretirement Liability Adjustment (2)			Total
Balance at beginning of year	$	59.0		$	(1.3	)	$	4.9		$	62.6
Other comprehensive income (loss) before reclassifications	(89.4		)	0.1			—			(89.3		)
Amounts reclassified from accumulated other comprehensive income	—			(0.2		)	(0.3		)	(0.5		)
Current-period other comprehensive loss	(89.4		)	(0.1		)	(0.3		)	(89.8		)
Balance at end of period	$	(30.4	)	$	(1.4	)	$	4.6		$	(27.2	)

(1) Net of tax benefit of $0.4 and $1.1 as of June 27, 2015 and December 31, 2014, respectively.

(2) Net of tax provision of $2.9 and $3.0 as of June 27, 2015 and December 31, 2014, respectively. The balances as of June 27, 2015 and December 31, 2014 include net unamortized prior service credits.

The changes in the components of accumulated other comprehensive income, net of tax, for the three months ended June 28, 2014 were as follows:

	Foreign Currency Translation Adjustment			Net Unrealized Gains (Losses) on Qualifying Cash Flow Hedges (1)			Net Unrealized Losses on Available-for- Sale Securities			Pension and Postretirement Liability Adjustment (2)			Total
Balance at beginning of period	$	294.8		$	(1.5	)	$	(0.2	)	$	0.4		$	293.5
Other comprehensive income (loss) before reclassifications	(9.5		)	0.5			(0.2		)	—			(9.2		)
Amounts reclassified from accumulated other comprehensive income	—			0.1			0.4			(0.1		)	0.4
Current-period other comprehensive income (loss)	(9.5		)	0.6			0.2			(0.1		)	(8.8		)
Balance at end of period	$	285.3		$	(0.9	)	$	—		$	0.3		$	284.7

(1) Net of tax benefit of $0.9 and $1.2 as of June 28, 2014 and March 29, 2014, respectively.

(2) Net of tax provision of $0.1 as of June 28, 2014 and March 29, 2014.

The changes in the components of accumulated other comprehensive income, net of tax, for the six months ended June 28, 2014 were as follows:

	Foreign Currency Translation Adjustment			Net Unrealized Losses on Qualifying Cash Flow Hedges (1)			Net Unrealized Gains (Losses) on Available- for-Sale Securities			Pension and Postretirement Liability Adjustment (2)			Total
Balance at beginning of year	$	296.8		$	(0.8	)	$	(3.7	)	$	(4.8	)	$	287.5
Other comprehensive income (loss) before reclassifications	(11.5		)	(0.3		)	3.6			0.2			(8.0		)
Amounts reclassified from accumulated other comprehensive income	—			0.2			0.1			4.9			5.2
Current-period other comprehensive income (loss)	(11.5		)	(0.1		)	3.7			5.1			(2.8		)
Balance at end of period	$	285.3		$	(0.9	)	$	—		$	0.3		$	284.7

(1) Net of tax benefit of $0.9 and $1.0 as of June 28, 2014 and December 31, 2013, respectively.

(2) Net of tax (provision) benefit of $(0.1) and $2.2 as of June 28, 2014 and December 31, 2013, respectively. The balance as of December 31, 2013 primarily included $(5.0), net of tax, related to our share of the pension liability adjustment for EGS as of December 31, 2013. In connection with the sale of our interest in EGS during the first quarter of 2014, as described in Note 1, we recognized our share of the pension liability adjustment for EGS as a component of the gain on sale of our investment interest.

The following summarizes amounts reclassified from each component of accumulated comprehensive income (loss) for the three months ended June 27, 2015 and June 28, 2014:

	Amount Reclassified from AOCI
	Three months ended						Affected Line Item in the Condensed
	June 27, 2015			June 28, 2014			Consolidated Statements of Operations
(Gains) losses on qualifying cash flow hedges:
FX forward contracts	$	(1.1	)	$	—		Revenues
Commodity contracts	0.5			0.1			Cost of products sold
Pre-tax	(0.6		)	0.1
Income taxes	(0.2		)	—
	$	(0.8	)	$	0.1

Loss on available-for-sale securities	$	—		$	0.4		Other income (expense), net

Gains on pension and postretirement items:
Amortization of unrecognized prior service credits	$	(0.2	)	$	(0.1	)	Selling, general and administrative
Pre-tax	(0.2		)	(0.1		)
Income taxes	0.1			—
	$	(0.1	)	$	(0.1	)

The following summarizes amounts reclassified from each component of accumulated comprehensive income (loss) for the six months ended June 27, 2015 and June 28, 2014:

	Amount Reclassified from AOCI
	Six months ended						Affected Line Item in the Condensed
	June 27, 2015			June 28, 2014			Consolidated Statements of Operations
(Gains) losses on qualifying cash flow hedges:
FX forward contracts	$	(1.1	)	$	—		Revenues
Commodity contracts	1.2			0.2			Cost of products sold
Pre-tax	0.1			0.2
Income taxes	(0.3		)	—
	$	(0.2	)	$	0.2

Loss on available-for-sale securities	$	—		$	0.1		Other income (expense), net
(Gains) losses on pension and postretirement items:
Recognition of our share of the pension liability adjustment for EGS	$	—		$	7.4		Other income (expense), net
Amortization of unrecognized prior service credits	(0.4		)	(0.1		)	Selling, general and administrative
Pre-tax	(0.4		)	7.3
Income taxes	0.1			(2.4		)
	$	(0.3	)	$	4.9

Common Stock in Treasury

On December 18, 2013, we entered into a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934 to facilitate the repurchase of up to $500.0 of shares of our common stock on or before December 31, 2014, in accordance with a share repurchase program authorized by our Board of Directors. We repurchased 0.115 shares of our common stock for $11.2 under this trading plan during December 2013. During the first half of 2014, we repurchased 2.684 shares of our common stock for $274.4 under this trading plan. During the remainder of 2014, we repurchased 2.168 shares of our common stock for $214.4, which completed the repurchases authorized under this trading plan. There were no common stock repurchases during the first half of 2015.

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

Large Accelerated Filer x		Accelerated Filer o

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