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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/02/05 SPX Corp 8-K:2,9 11/02/05 2:687K Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report of Material Events or Corporate HTML 27K
Changes
2: EX-99.1 Miscellaneous Exhibit HTML 411K
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): November 2, 2005
SPX CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE |
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38-1016240 |
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(State or
other jurisdiction of |
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(Commission File Number) |
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(I.R.S.
Employer |
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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the 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 November 2, 2005, we 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, which is defined as cash flows from operating activities less capital expenditures and free cash flow including two businesses listed as discontinued operations in the quarter ended September 30. 2005. Our management believes that free cash flow 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. In addition, free cash flow is one of the factors used by our management in internal evaluations of the overall performance of our business. Our management also believes free cash flow including free cash flow from the businesses listed as discontinued operations in the quarter ended September 30, 2005, is useful to investors because it presents a measure that is comparable to our previously published free cash flow guidance. Free cash flow, however, is not a measure of financial performance under 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, free cash flow is not a direct measure of cash flow available for discretionary spending, since non-discretionary expenditures, such as debt service, are not deducted from free cash flow.
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. Our 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 our management of the ongoing operations of our company 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 used by our management in internal evaluations of the overall performance of our 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.
The press release also contains disclosure on pro forma earnings per share, which excludes the impact of certain transactions during the periods presented. Our 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 it excludes items that are either non-recurring in nature or not an accurate reflection of the underlying growth of the company. 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.
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Refer to the tables included in the press release for the components of our free cash flow, pro forma earnings per share 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.
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Exhibit |
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Description |
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99.1 |
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Press Release issued November 2, 2005, furnished solely pursuant to Item 2.02 of Form 8-K. |
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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.
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SPX CORPORATION |
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Date: November 2, 2005 |
By: |
/s/ Patrick J. O’Leary |
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Patrick J. O’Leary |
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Executive Vice President Finance, Treasurer and |
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Chief Financial Officer |
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S-1
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Exhibit |
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Description |
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99.1 |
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Press Release issued November 2, 2005, furnished solely pursuant to Item 2.02 of Form 8-K. |
E-1
| This ‘8-K’ Filing | Date | Other Filings | ||
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| Filed on / For Period End: | 11/2/05 | |||
| 9/30/05 | 10-Q | |||
| List all Filings | ||||