UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 3, 2006
SPX CORPORATION
(Exact Name of Registrant as specified in Charter)
DELAWARE | | 1-6948 | | 38-1016240 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
13515 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (704) 752-4400
NOT APPLICABLE
(Former Name or Former Address if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On May 3, 2006, SPX Corporation (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference.
The press release incorporated by reference into this Item 2.02 contains disclosure regarding free cash flow from continuing operations and adjusted free cash flow from continuing operations. Free cash flow from continuing operations is defined as cash flows from operating activities less capital expenditures. Adjusted free cash flow from continuing operations is defined as free cash flow from continuing operations less interest paid on the Company’s Liquid Yield Option Notes put to the Company in February, 2006 (the “LYONs”). The Company’s management believes that free cash flow from continuing operations can be a useful financial measure for investors in evaluating the cash flow performance of multi-industrial companies since it provides insight into the cash flow available to fund such things as equity repurchases, dividends, debt reduction and acquisitions or other strategic investments. The Company’s management believes that adjusted free cash flow from continuing operations can be a useful financial measure for investors in evaluating the cash flow performance of multi-industrial companies because the interest paid on the LYONs represents a “catch-up” on the interest that would have been paid on the LYONs since their issuance, and management believes that excluding this one-time cash outflow provides better comparability from period to period. In addition, each of free cash flow from continuing operations and adjusted free cash flow from continuing operations is a factor used by the Company’s management in internal evaluations of the overall performance of its business. Neither free cash flow from continuing operations nor adjusted free cash flow from continuing operations are a measure of financial performance under accounting principles generally accepted in the United States (“GAAP”), should not be considered a substitute for cash flows from operating activities as determined in accordance with GAAP as a measure of liquidity, and may not be comparable to similarly titled measures reported by other companies. In addition, neither of free cash flow from continuing operations nor adjusted free cash flow from continuing operations is a direct measure of cash flow available for discretionary spending, since non-discretionary expenditures, such as debt service, are not deducted from adjusted free cash flow from continuing operations.
The press release also contains disclosure regarding organic revenue growth (decline), which is defined as revenue growth (decline) excluding the effects of foreign currency fluctuations and acquisitions and divestitures. The Company’s management believes that this metric can be a useful financial measure for investors in evaluating the normal operating performance of the Company for the periods presented because excluding the effect of currency fluctuations and acquisitions and dispositions, when read in conjunction with our revenues, presents a clearer picture of the Company’s management of its ongoing operations and provides investors with a tool they can use to evaluate the Company’s management of assets held from period to period. In addition, organic revenue growth (decline) is one of the factors used by the Company’s management in internal evaluations of the overall performance of its business. This metric, however, is not a measure of financial performance under GAAP and should not be considered a substitute for revenue growth (decline) as determined in accordance with GAAP.
2
Refer to the tables included in the press release for the components of the Company’s free cash flow from continuing operations, adjusted free cash flow from continuing operations and organic revenue growth and for the reconciliations to their most comparable GAAP measures.
The information in this Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed herewith.
Exhibit | | |
Number | | Description |
| | |
99.1 | | Press Release issued May 3, 2006, furnished solely pursuant to Item 2.02 of Form 8-K. |
3
SIGNATURE
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 hereunto duly authorized.
| SPX CORPORATION |
| |
| | |
Date: May 3, 2006 | By: | /s/ Patrick J. O’Leary |
| | Patrick J. O’Leary |
| | Executive Vice President Finance,
Treasurer and |
| | Chief Financial Officer |
S-1
EXHIBIT INDEX
Exhibit | | |
Number | | Description |
| | |
99.1 | | Press Release issued May 3, 2006, furnished solely pursuant to Item 2.02 of Form 8-K. |
E-1
