<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>c61703ex99-2.txt
<DESCRIPTION>UNAUDITED PRO FORMA COMBINED CONDENSED FIN. STMTS.
<TEXT>

<PAGE>   1
Exhibit 99.2               Pro Forma Financial Information

        PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS AND DATA OF SPX
                                   (unaudited)
              (in millions of U.S. dollars, except per share data)


The following tables present pro forma combined condensed financial statements
and data of SPX after giving effect to the Merger. The information is presented
as if the Merger had occurred on January 1, 2000 for the statement of income and
related data and on December 31, 2000 for the balance sheet. The pro forma
financial statements and data assume that the Merger is effected by the exchange
of 0.2353 of a share of SPX common stock for each UDI common share outstanding
and assumes that existing UDI stock options will be exchanged for options of
SPX. Additionally, the pro forma combined condensed financial statements and
data assume that existing UDI indebtedness is refinanced (the "Refinancing").
The Refinancing assumes that all of UDI's existing debt will be retired at
closing and that SPX will obtain incremental term facilities on its credit
agreement.

The estimated purchase price was allocated to the assets and liabilities assumed
of UDI based on SPX management's current estimate of their fair market values.
The final allocation of the purchase price to the assets and liabilities assumed
will not be completed until after the Merger is completed and will include
independent appraisals and the results of SPX's strategic review to determine
fair values. SPX management believes the preliminary allocations of the purchase
price are reasonable based upon currently available information, but the
allocations could change materially upon completion of the appraisals and
strategic review. UDI's financial position and results of operations will not be
included in SPX's consolidated financial statements prior to the date the Merger
is completed.

Following the consummation of the Merger, SPX will be finalizing its strategic
review of UDI's businesses and its plans to integrate the operations of UDI. The
pro forma combined condensed financial statements and data do not give effect to
any additional integration or restructuring costs that could result from that
review and the finalization of those plans. Any integration and rationalization
of the operations of UDI may include certain costs that in turn would result in
additional purchase accounting consideration or in a charge to earnings. Such
additional purchase accounting consideration or a charge to operations, which
cannot now be quantified fully, may be material and would either adjust the
purchase accounting or be recognized as a charge to earnings in the period in
which such a charge occurs. The costs may include severance and related employee
benefits costs, costs to close or consolidate facilities, integration costs,
relocation and moving costs, training costs, and gains or losses on business
divestitures, among others. Additionally, the pro forma combined condensed
financial statements and data do not give effect to any cost savings that could
result from the combination of SPX and UDI. The pro forma combined condensed
balance sheet includes the estimated costs associated with change of control
agreements associated with UDI management. The pro forma combined condensed
income statement does not reflect a charge for this cost as it is non-recurring
and has no continuing impact.

The pro forma combined condensed financial statements and data are intended for
information purposes only, and do not purport to represent what SPX's results of
continuing operations or financial position would actually have been had the
Merger in fact occurred on January 1, 2000 for the statement of income and
related data and on December 31, 2000 for the balance sheet, or project the
results for any future date or period. Upon completion of the Merger, the actual
financial position and results of operations of SPX may differ, perhaps
significantly, from the pro forma amounts reflected herein due to a variety of
factors, including changes in operating results between the date of the pro
forma combined condensed financial statements and data and the date on which the
Merger is completed and thereafter.

In the pro forma combined condensed financial statements and data, SPX's
historical information for the year ended December 31, 2000 was derived from
SPX's Annual Report on Form 10-K/A for the year ended December 31, 2000 as filed
with the U.S. Securities and Exchange Commission. UDI's historical information
for the year ended December 31, 2000 was derived from UDI's Form 40-F as filed
with the U.S. Securities and Exchange Commission for the year ended December 31,
2000.


                                       1
<PAGE>   2
                          PRO FORMA COMBINED CONDENSED
                              BALANCE SHEET OF SPX
                             AS OF DECEMBER 31, 2000
                                   (unaudited)
                           (in millions of US dollars)


<TABLE>
<CAPTION>
                                                              UDI            Adjust          UDI
                                                 SPX       Historical        UDI to       Historical      Pro Forma
                                              Historical (Canadian GAAP)  U.S. GAAP(a)   (U.S. GAAP)     Adjustments    Pro Forma
                                              ---------- ---------------  ------------   -----------    -------------  -----------
<S>                                           <C>        <C>              <C>             <C>            <C>            <C>

ASSETS:
Cash and equivalents                           $   73.7      $  101.4        $   --         $  101.4     $   --         $   175.1
Other current assets                              989.2         841.2            --            841.2         65.0 (c)     1,895.4
Fixed assets, net                                 492.0         342.3            --            342.3        124.0 (b)       958.3
Goodwill and other intangible assets, net       1,211.8         929.4             3.0          932.4       (932.4)(b)     2,334.1
                                                                                                          1,122.3 (b)
Other assets                                      397.9         111.1             2.0          113.1          2.3 (b)       513.3
                                               --------      --------        --------       --------     --------       ---------
 Total assets                                  $3,164.6      $2,325.4        $    5.0       $2,330.4     $  381.2       $ 5,876.2
                                               ========      ========        ========       ========     ========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable and current
 portion of long-term debt                     $   --        $  152.9        $   --         $  152.9     $ (152.9)(d)   $   --
Other current liabilities                         637.1         392.6            (1.0)         391.6         --           1,028.7
Other long-term liabilities                       623.7         199.8             6.0          205.8        173.1 (b)     1,002.6
Long-term debt                                  1,295.6         658.3            --            658.3        132.2 (b)     2,304.0
                                                                                                             65.0 (c)
                                                                                                            152.9 (d)
Total Shareholders' equity                        608.2         921.8            --            921.8       (921.8)(b)     1,540.9
                                                   --            --              --             --          932.7 (b)          --
                                               --------      --------        --------       --------     --------       ---------
 Total liabilities and shareholders' equity    $3,164.6      $2,325.4        $    5.0       $2,330.4     $  381.2       $ 5,876.2
                                               ========      ========        ========       ========     ========       =========
</TABLE>

Note:  The accompanying notes are an integral part of the pro forma combined
       condensed balance sheet.


                                       2
<PAGE>   3
              PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME AND
                           OTHER FINANCIAL DATA OF SPX
                      FOR THE YEAR ENDED DECEMBER 31, 2000
                                   (unaudited)
               (in millions of US dollars, except per share data)



<TABLE>
<CAPTION>
                                                                UDI            Adjust         UDI
                                                SPX          Historical         UDI to     Historical     Pro Forma
                                             Historical   (Canadian GAAP)   U.S. GAAP (a)  (U.S. GAAP)   Adjustments   Pro Forma
                                             ----------   ---------------   -------------  -----------   -----------   ---------
<S>                                          <C>          <C>               <C>            <C>           <C>           <C>
STATEMENT OF INCOME DATA:
Revenues                                       $2,678.9      $2,366.2          $   --      $2,366.2     $    --        $5,045.1
Cost of sales                                   1,776.7       1,648.6              --       1,648.6          5.0 (e)    3,430.3
Selling, general and
  administrative expenses                         495.2         492.4            (0.4)        492.0          2.8 (e)      985.7
                                                                                                            (4.3)(c)
Goodwill/intangible amortization                   40.0          27.7              --          27.7         16.8 (e)       80.5
                                                                                                            (4.0)(e)
Restructuring and other charges                    90.9          43.8              --          43.8          --           134.7
                                               --------      --------          ------      --------     --------        -------
Operating income                               $  276.1      $  153.7          $  0.4      $  154.1     $  (16.3)       $ 413.9
Interest expense - net                            (95.0)        (50.0)             --         (50.0)       (46.5)(f)     (191.5)
Loss on sale of businesses                           --          (1.2)             --          (1.2)         --            (1.2)
Other income (expense)                             22.2          (8.7)             --          (8.7)         --            13.5
Gain on issuance of Inrange stock                  98.0            --              --            --          --            98.0
Equity in earnings of EGS                          34.3            --              --            --          --            34.3
                                               --------      --------          ------      --------     --------        -------
Income before income taxes                     $  335.6      $   93.8          $  0.4          94.2     $  (62.8)       $ 367.0
Income tax (expense) benefit                     (137.3)        (37.3)            2.4         (34.9)         7.2         (165.0)(g)
                                               --------      --------          ------      --------     --------        -------
Income before extraordinary item               $  198.3      $   56.5          $  2.8      $   59.3     $  (55.6)       $ 202.0
                                               ========      ========          ======      ========     ========        =======

Basic earnings per common share:
 Income before extraordinary item              $   6.44                                                                  $ 5.05
Diluted earnings per common share:
 Income before extraordinary item              $   6.25                                                                  $ 4.93
Weighted average number of common shares
 Outstanding:
  Basic                                          30.796                                                    9.208         40.004
  Diluted                                        31.751                                                    9.226         40.977

OTHER FINANCIAL DATA:
Capital expenditures                           $  123.3      $   53.8          $   --      $   53.8     $    --         $ 177.1
Depreciation and amortization                     110.9          81.9              --          81.9         20.0          212.8

</TABLE>


Note:  The accompanying notes are an integral part of the pro forma combined
       condensed statement of income and other financial data.


                                       3
<PAGE>   4
             NOTES TO PRO FORMA COMBINED CONDENSED BALANCE SHEET AND
               STATEMENT OF INCOME AND OTHER FINANCIAL DATA OF SPX
                                   (unaudited)
                      (in millions, except per share data)


(a)  Reflects adjustments to UDI's Canadian GAAP-based financial statements to
     U.S. GAAP (see note 13 to UDI's Consolidated Financial Statements).

(b)  This pro forma adjustment reflects the purchase price of UDI and the
     estimated allocation of the excess purchase price to the assets and
     liabilities assumed of UDI. The purchase price was computed as follows:

     UDI's Market Value:
       Shares of UDI Outstanding                                       39.135
       Exchange ratio                                                  0.2353
                                                                       ------
       SPX common stock to be issued                                    9.208
       Market Value per share of SPX common stock                      $96.44
                                                                       ------
       Market Value of SPX common stock to be issued                   $888.1
       Market Value of SPX options to be issued                          44.6
                                                                       ------
     UDI Market Value (to Shareholders' Equity)                        $932.7
     UDI Shareholders' equity at December 31, 2000                     (921.8)
     Estimated transaction fees, Refinancing related fees,
         and change of control payments, net of tax (included as
         incremental borrowings in pro forma)                           132.2
                                                                       ------
     Excess purchase price                                             $143.1
                                                                       ======

       The estimated excess purchase price has been allocated to the assets and
       liabilities assumed of UDI as follows:

         Fixed assets, net                                             $124.0
         Other assets (pension, deferred financing fees,
           deferred tax assets)                                           2.3
         Goodwill and intangible assets (previously recorded)          (932.4)
         Goodwill                                                       822.3
         Other intangible assets                                        300.0
         Other long-term liabilities (other benefit obligations,
           deferred tax liabilities)                                   (173.1)
                                                                       ------
         Excess Purchase Price                                         $143.1
                                                                       ======

     The estimated purchase price was allocated to the assets and liabilities
     assumed of UDI based on SPX management's current estimate of their fair
     market values. The final allocation of the purchase price to the assets and
     liabilities assumed will not be completed until after the Merger is
     completed and will include independent appraisals and the results of SPX's
     strategic review to determine fair values. SPX management believes the
     preliminary allocations of the purchase price are reasonable based upon
     currently available information, but the allocations could change
     materially upon completion of the appraisals and strategic review.

     Fixed assets, net, reflects the adjustment to estimated fair value of these
     assets. Other assets represents the adjustment of pension assets to the
     fair market value of plan assets less the projected benefit obligation,
     adjusting deferred financing costs due to the Refinancing, and adjusting
     deferred tax assets affected by the Merger. Goodwill and intangible assets
     (previously recorded) reflects the elimination of goodwill and intangible
     assets included in UDI's historical balance sheet. Goodwill reflects the
     amount of excess purchase price remaining after allocations to all other
     assets and liabilities. Other intangible assets reflects the estimated fair
     value of intangibles such as patents, trademarks, assembled workforce, and
     acquired technology. Other long-term liabilities reflects the adjustment of
     other benefit liabilities to the projected benefit obligation and adjusting
     deferred tax liabilities related to the purchase price allocations.


                                       4
<PAGE>   5
(c)  This pro forma adjustment reflects the elimination in the Refinancing of
     UDI's sale of certain qualifying accounts receivable to a financial
     institution.

(d)  Adjustment to reclassify UDI's short-term debt to long-term debt. Any
     principal payments on borrowings due within one year are classified as
     long-term debt as it is assumed that these payments will be financed with
     excess revolving loan capacity.

(e)  These pro forma adjustments reflect the impact of the allocation of the
     excess purchase price to the assets and liabilities of UDI. The following
     table reflects the pro forma impact of the purchase accounting adjustments
     on the pro forma combined condensed financial statements and data:

<TABLE>
<CAPTION>
                                                                  Selling,
                                                       Cost of    general &    Intangible     Goodwill
                                                        sales      admin.     amortization    charges
                                                       ------     ---------   ------------    --------
<S>                                                    <C>        <C>         <C>             <C>
Additional depreciation                                $ 5.0       $ 2.2        $  --         $   --
Pension and other benefits expense
adjustment                                                --         0.6           --             --
Intangible amortization - previously
recorded                                                  --          --         (3.2)            --
Intangible amortization on transaction                    --          --         20.0             --
Goodwill charges - previously recorded                    --          --           --          (24.5)
Goodwill charges on transaction                           --          --           --           20.5
                                                       -----       -----        -----         ------
Pro forma adjustment year ended December 31, 2000      $ 5.0       $ 2.8        $16.8         $ (4.0)
                                                       =====       =====        =====         ======
</TABLE>

     The pro forma assumes the following lives for each of the purchase
     accounting adjustments; fixed assets from 10 to 25 years, intangible assets
     over an average of 15 years, and goodwill as 40 years.

(f)  This pro forma adjustment reflects the amount necessary to estimate
     consolidated interest expense, net, as if the Refinancing and the
     elimination of UDI's agreement to sell accounts receivable had occurred as
     of January 1, 2000. The consolidated interest expense has been computed on
     an assumption that the Refinancing will occur entirely under the credit
     agreement and not through the issuance of publicly traded or privately
     placed notes, and that borrowings under the credit agreement will bear
     interest at LIBOR plus a weighted average premium of 1.9% (8.4% was used in
     these pro forma financial statements). Interest income was not changed from
     historical amounts and debt issuance costs are amortized over approximately
     five years. In addition to the incremental borrowings of $132.2 and the
     $65.0 increase in debt assuming the elimination of UDI's agreement to sell
     certain accounts receivable, average combined historical outstanding debt
     of SPX and UDI, as used in this pro forma presentation, was $2,022.9. If
     the interest rate used in the pro forma financial data were assumed to
     increase by 1/8%, the impact would decrease net income by $1.7 ($0.04 per
     share) for the year ended December 31, 2000.

(g)  The pro forma consolidated effective income tax rate is estimated to be
     45%. The pro forma consolidated effective income tax rate is higher than
     either of the combined companies due to the impact of estimated
     non-deductible goodwill amortization and increases in foreign income tax
     rates due to the Merger.



                                       5

</TEXT>
</DOCUMENT>
