Item 2.02.  Results of Operations and Financial Condition.
On February 11, 2020, SPX FLOW, Inc. (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 organic revenue decline, defined as net revenue decline
excluding the effects of foreign currency fluctuations. Such amounts, for
purposes of this reconciliation, include revenues from continuing operations
only. The Company's management believes that this metric is a useful financial
measure for investors in evaluating its operating performance because excluding
the effects of currency fluctuations, when read in conjunction with the
Company's revenues, presents a useful tool to evaluate the Company's 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 the Company's management uses in
internal evaluations of the overall performance of its business.
The press release also contains disclosure regarding (i) net debt, defined as
total debt net of cash and cash equivalents, and (ii) adjusted net debt, defined
as net debt less debt outstanding under a purchase card program. Such amounts,
for purposes of these reconciliations, include balances related to both
continuing and discontinued operations. The Company views these measures, when
read in conjunction with their comparable GAAP amount, as giving investors
useful tools to assess the financial health and leverage of the Company.
Additionally, the Company's management uses these metrics as a measure of the
Company's leverage and net leverage (with net leverage defined by the Company's
credit facility).
The press release also contains disclosure regarding free cash flow from
operations, defined as net cash from operations reduced by cash paid for capital
expenditures. Amounts for the 2019 and 2018 periods relate to both continuing
and discontinued operations, and amounts for 2020 guidance relate to continuing
operations only. The Company's management believes that free cash flow from
operations is a useful financial measure for investors in evaluating the cash
flow performance of multi-industrial companies, since the measure provides
insight into the cash flow available to fund such things as equity repurchases,
dividends, mandatory and discretionary debt reduction and acquisitions or other
strategic investments. In addition, although the use of free cash flow from
operations is limited by the fact that the measure can exclude certain cash
items within management's discretion, free cash flow from operations is a factor
used by the Company's management in internal evaluations of the overall
performance of its business.
In the three and twelve months ended December 31, 2019, we recognized:
(i)asset impairment charges of $0.4 million and $11.2 million, respectively,
which resulted primarily from management's decision to market a corporate asset
for sale as described in Note 10 to our consolidated financial statements
included in our Annual Report on Form 10K as of December 31, 2019 and for the
year then ended,
(ii)certain restructuring and other related charges of $2.2 million and $8.1
million, respectively, as described substantially in Note 8 to our consolidated
financial statements and which primarily related to cost productivity
initiatives,
(iii)charges and fees of $5.9 million and $11.5 million, respectively,
associated with strategic actions, including the further development of the
Company's enterprise strategy and long-term growth plans,
(iv)mark-to-market pension adjustments of $4.6 million and $4.8 million,
respectively, related primarily to the recognition to earnings in the fourth
quarter of each year of changes in the fair value of plan assets and actuarial
gains and losses of our defined benefit pension plans as well as certain
domestic nonqualified pension and postretirement plans, classified as a
component of "Other Income (Expense)" and as described in Note 11 to our
consolidated financial statements,
(v)gains of $0 and $7.8 million, respectively, classified as a component of
"Other Income (Expense)", related to an increase in the fair value (net asset
value) of an investment in an equity security and as described in Note 17 to our
consolidated financial statements,
(vi)certain foreign exchange losses of $1.1 million and $1.9 million,
respectively, classified as a component of "Other Income (Expense)", related to
the effect of the devaluation of the Angolan Kwanza against the U.S. dollar
during the periods and the impact of that devaluation on certain
Kwanza-denominated cash and cash equivalents held by the Company, and
(vii)certain discrete income tax charges (benefits) recognized in the three and
twelve month periods that are described further in Note 12 to the consolidated
financial statements.

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To aid investors who seek comparability period-to-period, the Company, in the
press release and related schedules incorporated by reference into this Item
2.02, adjusted certain metrics to exclude the above items, as well as the
results of discontinued operations for certain of the adjusted metrics. These
metrics include disclosure of:
(i)adjusted operating income, which is defined as operating income excluding (i)
asset impairment charges, (ii) certain restructuring and other related charges,
and (iii) charges and fees associated with strategic actions, each as described
above and each of which is presented on a continuing operations basis only, for
purposes of this adjusted operating income reconciliation;
(ii)EBITDA, which is defined as net income (loss) attributable to SPX FLOW, Inc.
excluding income tax provision (benefit), net interest expense, and depreciation
and amortization, each of which includes the results of both continuing and
discontinued operations, for purposes of this EBITDA reconciliation;
(iii)adjusted EBITDA, which is defined as EBITDA excluding (i) asset impairment
charges, (ii) certain restructuring and other related charges, (iii) charges and
fees associated with strategic actions, (iv) mark-to-market pension adjustments,
(v) fair value adjustments related to an equity investment, and (vi) certain
foreign exchange losses, each as described above and each of which is presented
on a continuing operations basis only, for purposes of this adjusted EBITDA
reconciliation;
(iv)adjusted diluted earnings per share ("EPS") from continuing operations,
which is defined as diluted EPS from continuing operations attributable to SPX
FLOW, Inc., excluding the dilutive EPS effects of each of the items noted in
item (iii) above, on a net of tax basis, and also excluding the dilutive EPS
effects of other tax charges (benefits), each as described above.
The Company views each of the above measures, when read in conjunction with its
comparable GAAP number or amount, as giving investors a useful tool to assess
the health and prospects of the Company. Additionally, the Company's management
uses each of these adjusted metrics as a measure of the Company's performance.
None of the non-GAAP measures described above is a measure of financial
performance under accounting principles generally accepted in the United States
("GAAP"), and such measures should not be considered a substitute for, and
should be used in combination with, the GAAP number or amount from which each is
reconciled. Non-GAAP measures used by the Company may not be comparable to
similarly titled measures reported by other companies.
Refer to the tables included in the press release for the components of each of
the Company's non-GAAP numbers or amounts referred to above, and for the
reconciliations of these numbers or amounts from their respective 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.
Exhibit
Number                                                  Description

  99.1                Press Release dated February 11, 2020, furnished

solely pursuant to Item 2.02 of


                      Form 8-K.
104                   Cover Page Interactive Data File (embedded in the

cover page formatted in Inline


                      XBRL)

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