Item 2.02. Results of Operations and Financial Condition.

On November 3, 2022, the Company issued the press release furnished as Exhibit
99.1 hereto and incorporated herein by reference.

The press release incorporated by reference into this Item 2.02 contains certain
non-GAAP financial measures, including disclosure regarding “total segment
income”, defined as combined segment income for the Company’s Detection and
Measurement and HVAC segments excluding (i) corporate expense, (ii) long-term
incentive compensation expense, (iii) impairment of goodwill and intangible
assets, (iv) special charges, net, (v) other operating (income) expense, net,
(vi) other income (expense), net, (vii) interest expense and interest income,
(viii) loss on amendment/refinancing of senior credit agreement, and (ix) income
tax (provision) benefit. Total segment income does not provide investors with an
accurate measure of, and should not be used as a substitute for, the Company’s
income from continuing operations as determined in accordance with accounting
principles generally accepted in the United States (“GAAP”), and may not be
comparable to similarly titled measures reported by other companies.

The press release incorporated by reference into this Item 2.02 also contains
disclosure regarding “adjusted segment income”, defined as segment income for
the Company excluding (i) a non-recurring charge associated with the step-up of
inventory (to fair value) acquired in connection with the ITL, ECS, Sealite, and
Sensors & Software acquisitions completed on March 31, 2022, August 2, 2021,
April 19, 2021, and November 11, 2020, respectively, (ii) acquisition related
charges, including integration costs, (iii) a non-cash impairment charge during
the three months ended October 2, 2021, and (iv) amortization expense associated
with acquired intangible assets. Adjusted segment income is a non-GAAP financial
measure and does not provide investors with an accurate measure of, and should
not be used as a substitute for, the Company’s income from continuing operations
as determined in accordance with accounting principles generally accepted in the
United States (“GAAP”), and may not be comparable to similarly titled measures
reported by other companies.

The press release incorporated by reference into this Item 2.02 also contains
disclosure regarding “adjusted segment income” for the Company’s Detection and
Measurement reportable segment, with “adjusted segment income” defined as
segment income for its Detection and Measurement reportable segment excluding
the aforementioned inventory step-up charges, acquisition related charges, a
non-cash impairment charge during the three months ended October 2, 2021, and
amortization expense associated with acquired intangibles. The press release
also contains disclosure regarding “adjusted segment income” for the Company’s
HVAC reportable segment, defined as segment income for its HVAC reportable
segment excluding amortization expense associated with acquired intangibles.
Adjusted segment income for the Detection and Measurement and HVAC reportable
segments is a non-GAAP financial measure and does not provide investors with an
accurate measure of, and should not be used as a substitute for, segment income
of the Detection and Measurement and HVAC reportable segments, respectively, as
determined in accordance with GAAP, and may not be comparable to similarly
titled measures reported by other companies.

The press release incorporated by reference into this Item 2.02 also contains
disclosure regarding “adjusted operating income” and “adjusted earnings per
share” (or “adjusted EPS”), defined as operating income and diluted net income
per share from continuing operations excluding the following items, as
applicable: (a) amortization expense associated with acquired intangible assets,
(b) acquisition and transformation related charges, including integration costs
and the aforementioned charges related to the step-up of inventory, (c) costs
associated with our South Africa business that could not be allocated to
discontinued operations for U.S. GAAP purposes, (d) benefits related to
long-term incentive compensation forfeitures, (e) a non-cash asset impairment
charge, (f) non-cash charges related to the impairment of certain goodwill and
intangible assets, (g)

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asbestos-related charges, (h) non-service pension and postretirement
income/expense, (i) pension plan settlement and mark-to-market pension losses,
(j) gains related to revisions of liabilities associated with contingent
consideration on recent acquisitions, (k) gains and losses on an equity security
associated with fair value adjustments, (l) gain on the sale of an equity
security, (m) a non-cash charge and certain expenses incurred in connection with
an amendment to our senior credit agreement, (n) a charge associated with the
write-off of deferred finance costs in connection with a reduction of our
foreign credit facilities primarily used to support our South Africa business,
and (o) certain non-recurring income tax benefits and charges, as well as (p)
the income tax impact of items (a) through (n). The Company’s management views
the impact related to each of the items as not indicative of the Company’s
ongoing performance. The Company believes that inclusion of only the service
cost and prior service cost components of pension and postretirement
income/expense better reflects the ongoing costs of providing pension and
postretirement benefits to its employees. Other components of GAAP pension and
postretirement income/expense are mainly driven by market performance, and the
Company manages these separately from the operational performance of its
business. “Adjusted operating income” also includes the reclassification of
transition services income from non-operating income. The adjusted operating
income and adjusted earnings per share are non-GAAP financial measures and do
not provide investors with an accurate measure of the actual operating income
and diluted income per share from continuing operations reported by the Company
and should not be considered as substitutes for operating income and diluted
income per share from continuing operations as determined in accordance with
GAAP, and may not be comparable to similarly titled measures reported by other
companies.

The Company believes these non-GAAP financial measures, when read in conjunction
with the comparable GAAP financial measures, give investors a useful tool to
assess and understand the Company’s overall financial performance, because they
exclude items of income or expense that the Company believes are not reflective
of its ongoing operating performance, allowing for a better period-to-period
comparison of operations of the Company. Additionally, the Company’s management
uses these non-GAAP financial measures as measures of the Company’s performance.

The press release incorporated by reference into this Item 2.02 also contains
disclosure regarding organic revenue growth (decline), defined as revenue growth
(decline) excluding the effects of foreign currency fluctuations and
acquisitions. The Company’s management believes that organic revenue growth
(decline) is a useful financial measure for investors in evaluating operating
performance for the periods presented, because excluding the effect of currency
fluctuations and acquisitions, 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. This metric, however,
should not be considered a substitute for revenue growth (decline) as determined
in accordance with GAAP, and 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 financial measures referred to above, and for the
reconciliations of historical non-GAAP financial measures to their respective
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 Item 2.02 of this Report, and Exhibit 99.1 hereto, 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.

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Item 9.01.                     Financial Statements and Exhibits.

(d)                 Exhibits.
Exhibit Number               Description

99.1                           Press Release issued November 3, 2022, furnished solely pursuant to
                             Item 2.02 of Form 8-K
104                          Cover Page Interactive Data File (embedded within the Inline XBRL
                             document)

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