Q - RESIDEO TECHNOLOGIES,
For the period ended Jun 28, 2025. Filed Aug 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 28, 2025 · Filed Aug 5, 2025
REZI$20.05+3.4%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-29; filed 2025-05-06.
0001740332-25-000019
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-06-28; filed 2025-08-05.
0001740332-25-000024
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 5 previous paragraphs and 14 current paragraphs.
3 unchanged; 2 reworded; 9 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
We face a variety of risks that are inherent in our business and our industry, including operational, legal and regulatory risks. Such risks could cause our actual results to differ materially from our forward-looking statements, expectations and historical trends. There have been no material changes to the risk factors described in our 2024 Annual Report on Form 10-K, except as reflected in the revised risk factors below.
Added paragraphs (9)
Current report
As Previously Disclosed in our Form 10-Q for the period ended March 29, 2025
Current report
We cannot provide any assurances that we will be successful in completing the termination of the Indemnification Agreement.
Current report
On July 30, 2025, we entered into the Termination Agreement. Subject to the terms and conditions of the Termination Agreement, we will make a cash payment of $1,590 million to Honeywell, which is expected to occur in the third quarter of 2025. Upon this payment, the Indemnification Agreement will be fully terminated, we will no longer be required to make any further payments to Honeywell under the Indemnification Agreement, and the associated affirmative and negative covenants will no longer apply. To fulfill our obligation, we intend to use the proceeds from newly raised debt financing as contemplated by the Debt Commitment Letter, together with cash on hand. To the extent that we are not able to raise the necessary financing by August 29, 2025, Honeywell may cancel the Termination Agreement and reinstate the Indemnification Agreement. In the event we do not raise the necessary financing by October 30, 2025, we also have the right to cancel the Termination Agreement and reinstate the Indemnification Agreement. Upon termination by either party, we will owe Honeywell $100 million in liquidated damages. While we have entered into the Debt Commitment Letter, there can be no assurance that we will be able to raise the necessary financing to enable us to fund the termination payment within the time period permitted by the Termination Agreement.
Current report
Even if we are able to complete the termination of the Indemnification Agreement, we expect to incur a significant amount of debt to finance the termination payment, which will significantly increase our total debt outstanding and potentially exacerbate the risks relating to having significant debt outstanding as disclosed in the “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. For example,“The terms of our debt documents may impose restrictions on our business and our operations require substantial capital and we may not be able to obtain additional capital that we need in the future on favorable terms or at all.”
Current report
We cannot provide any assurances that we will be successful in completing the proposed spin-off of ADI Global Distribution.
Current report
We cannot predict the outcome of the process we have begun to pursue a tax-free spin-off of ADI Global Distribution. We cannot provide any assurances regarding the timeframe for completing the ADI Spin-Off, the allocation of assets and liabilities between Resideo and ADI Global Distribution, that the other conditions of the ADI Spin-Off will be met, or that the ADI Spin-Off will be completed at all. Furthermore, the ADI Spin-Off may present financial and operational risks, including (1) the diversion of management attention from existing core businesses, (2) adverse effects (the loss of existing clients and the difficulties associated with securing new clients) from the announcement of the planned or potential activity, and (3) the challenges associated with separating personnel and financial and other systems.
Current report
A spin-off of ADI Global Distribution could adversely affect our earnings and cash flows.
Current report
ADI Global Distribution contributed 65% of our revenue and 34% of our operating income during the six months ended June 28, 2025 as well as a significant portion of our cash flows. We have begun to pursue a tax-free spin-off of ADI Global Distribution. Although there can be no assurance that this process will result in a consummated transaction, any separation of all or a portion of ADI Global Distribution’s business could adversely affect our earnings and cash flows.
Reworded paragraphs (2)
Previous wording
We face a variety of risks that are inherent in our business and our industry, including operational, legal and regulatory risks. Such risks could cause our actual results to differ materially from our forward-looking statements, expectations and historical trends. There have been no material changes to the risk factors described in our 2024 Annual Report on Form 10-K, except as reflected in the revised risk factor below.
Current wording
We face a variety of risks that are inherent in our business and our industry, including operational, legal and regulatory risks. Such risks could cause our actual results to differ materially from our forward-looking statements, expectations and historical trends. There have been no material changes to the risk factors described in our 2024 Annual Report on Form 10-K, except as reflected in the revised risk factors below.
Previous wording
In addition, the U.S. federal government, as well as other governments including the United Kingdom and European Union, have imposed certain restrictions on the licensing, use and import, and export of certain surveillance, networking, telecommunications, and other equipment manufactured by certain of our suppliers based in China for our ADI Global Distribution business, which may require us to find additional sources of end-user products and result in higher costs. We have in the past had inquiries from the U.S. federal government regarding these sales of certain Chinese made products in the U.S., which inquiries could impact our business reputation. We cannot predict the extent to which the U.S. or other countries will impose new or additional quotas, duties, tariffs, taxes, or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The continuing adoption or expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, operating results, and financial condition.
Current wording
In addition, the U.S. federal government, as well as other governments including the United Kingdom and European Union, have imposed certain restrictions on the licensing, use and import, and export of certain surveillance, networking, telecommunications, and other equipment manufactured by certain of our suppliers based in China for our ADI Global Distribution segment, which may require us to find additional sources of end-user products and result in higher costs. We have in the past had inquiries from the U.S. federal government regarding these sales of certain Chinese made products in the U.S., which inquiries could impact our business reputation. We cannot predict the extent to which the U.S. or other countries will impose new or additional quotas, duties, tariffs, taxes, or other similar restrictions upon the import or export of our products in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The continuing adoption or expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, operating results, and financial condition.