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RESIDEO TECHNOLOGIES, INC.

For the period ended Sep 27, 2025. Filed Nov 5, 2025.

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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.

Sep 27, 2025 · Filed Nov 5, 2025

REZI$20.05+3.4%Stored close · as of Nov 9, 2026

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Notes to Unaudited Consolidated Financial Statements

Note 1. Nature of Operations and Basis of Presentation

Nature of Operations

Resideo Technologies, Inc. (“Resideo”, the “Company”, “we”, “us”, or “our”) is a global manufacturer, developer, and distributor of technology-driven sensing and controls products and solutions that help homeowners and businesses stay connected and in control of their comfort, security, energy use, and smart living. We are a leading player in key product markets including home heating, ventilation, and air conditioning controls; smoke and carbon monoxide detection home safety and fire suppression products; and security. Our global footprint serves residential and commercial end-markets. Our solutions and services can be found in over 150 million residential and commercial spaces globally, with tens of millions of new devices sold annually.

Basis of Consolidation and Reporting

The accompanying Unaudited Consolidated Financial Statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the Unaudited Consolidated Financial Statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the Unaudited Consolidated Financial Statements included herein contain all adjustments, which consist of normal recurring adjustments, necessary to fairly present our financial position, results of operations, and cash flows for the periods indicated. For the purpose of comparability, certain prior period amounts have been reclassified to conform to current period classification.

For additional information, refer to the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”), filed with the United States Securities and Exchange Commission (the “SEC”) on February 20, 2025.

Reporting Period

We report financial information on a fiscal quarter basis using a modified four-four-five week calendar. Our fiscal calendar begins on January 1 and ends on December 31. We have elected the first, second, and third quarters to end on a Saturday in order to not disrupt business processes. The effects of this election are generally not significant to reported results for any quarter and only exist within a reporting year.

Announced Future Spin-Off of ADI Global Distribution Segment

On July 30, 2025, we announced our intention to separate the ADI Global Distribution segment through a tax-free spin-off to our shareholders (the “ADI Spin-Off”). Following the completion of the announced future ADI Spin-Off, the Products and Solutions segment would continue to operate as Resideo and ADI Global Distribution would become an independent public company. Refer to Note 4. Segment Financial Data for additional details regarding our segments.

Note 2. Summary of Significant Accounting Policies

Our significant accounting policies are detailed in Note 2. Summary of Significant Accounting Policies of the 2024 Annual Report on Form 10-K. There have been no significant changes to these policies that have had a material impact on the Unaudited Consolidated Financial Statements and the accompanying disclosure notes for the nine months ended September 27, 2025.

We consider the applicability and impact of all recent accounting standards updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires entities to disaggregate operating expenses into specific categories, such as purchases of inventory, employee compensation, depreciation, and amortization to provide enhanced transparency into the nature and function of expenses. The guidance is effective for annual reporting years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. We are currently assessing the impact of adoption to our Consolidated Financial Statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for our fiscal year ending December 31, 2025. The amendments may be applied prospectively or retrospectively. Other than the new disclosure requirements, the adoption of this guidance will not impact our Consolidated Financial Statements.

Note 3. Acquisitions

On June 14, 2024, we acquired 100% of the issued and outstanding equity of Snap One Holdings Corp. (“Snap One”), a leading provider of smart-living products, services, and software to professional integrators, for an aggregate purchase price of $1.4 billion.

During the first quarter of 2025, measurement period adjustments were made to income tax assets and liabilities within the one-year measurement period. As a result, goodwill related to the acquisition decreased by $9 million, reflecting a net decrease in income tax liabilities. We completed accounting for the acquisition of Snap One in June 2025, and the following table presents the final fair values of assets acquired and liabilities assumed as of the date of acquisition.

(in millions)
Assets acquired:
Cash and cash equivalents$47
Accounts receivable49
Inventories240
Other current assets26
Property, plant and equipment63
Goodwill (1)396
Intangible assets770
Other assets69
Total assets acquired1,660
Liabilities assumed:
Accounts payable48
Accrued liabilities69
Other liabilities (2)138
Total liabilities assumed255
Net assets acquired$1,405

(1)Of the $396 million of goodwill from the acquisition, $90 million is being amortized for tax purposes and is expected to be deductible over time. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the acquisition.

(2) Includes $68 million of deferred tax liabilities.

Unaudited Pro Forma Financial Information

On a pro forma basis, Resideo’s net revenue for the three and nine months ended September 28, 2024, would have been $1,828 million and $5,364 million, respectively. Snap One’s contribution to unaudited pro forma operating income is not materially different on a pro forma basis than the amounts reported for both periods. The pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred on January 1, 2023, nor are they indicative of future results of operations.

Note 4. Segment Financial Data

We monitor our operations throughtwo reportable segments: Products and Solutions and ADI Global Distribution, with Corporate reported separately. We identified these segments because we have organized our business and reporting structure into Products and Solutions and ADI Global Distribution. Segment information is evaluated by our Chief Executive Officer who is also the Chief Operating Decision Maker (“CODM”). The CODM uses income from operations to evaluate the performance of the overall business, make investing decisions, and allocate resources predominantly in the annual budget and forecasting process and the monthly results review, which includes variance analysis against the forecast, the budget, and the prior year. Disaggregated assets by segment are not used to allocate resources or to assess performance of the segments and therefore, segment assets have not been disclosed. Capital expenditures for each segment are reviewed by the CODM. The accounting policies used to derive segment results are substantially the same as those used in preparing the Unaudited Consolidated Financial Statements.

Products and Solutions—Our Products and Solutions segment is a leading building products manufacturer focused on residential controls and sensing solutions. Our products and solutions for comfort, energy management, safety, and security benefit from trusted, well-established branded offerings such as Braukmann, BRK, First Alert, Honeywell Home, Resideo, and others. Our offerings include temperature and humidity control, water and air solutions, smoke and carbon monoxide detection home safety products, residential and small business security products, video cameras, other home-related lifestyle convenience solutions, cloud infrastructure, installation and maintenance tools, and related software. We also sell components to manufacturers of water heaters, heat pumps, and boilers.

ADI Global Distribution—Our ADI Global Distribution segment is the leading global wholesale distributor of low-voltage products, including security and audio-visual solutions. With a portfolio of over 500,000 professionally installed products, ADI Global Distribution serves both the commercial and residential markets across key specialty categories including security, fire, audio-visual, access control, smart living, and data communications. This extensive offering is complemented by an expanding suite of proprietary technologies and services, under key exclusive brands such as Control4, OvrC, Araknis Networks, and WattBox.

Corporate—Corporate expenses include costs related to the corporate functions such as the executive function, legal, accounting, tax, treasury, corporate development, human resources, investor relations, and information technology. Additionally, unallocated amounts for restructuring, impairment and extinguishment costs and non-operating items such as Indemnification Agreement expense, interest income (expense), other income (expense), and provision for income taxes are reported within Corporate.

Segment results of operations for Products and Solutions, including significant segment expenses that are regularly reviewed by the CODM, are included in the table below:

Three Months EndedNine Months Ended
(in millions)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Net revenue$661$645$1,976$1,895
Cost of goods sold3773731,1371,118
Research and development expenses33239269
Selling, general and administrative expenses104107309307
Intangible asset amortization761918
Restructuring and impairment costs—8113
Segment income from operations$140$128$418$370

Segment results of operations for ADI Global Distribution, including significant segment expenses that are regularly reviewed by the CODM, are included in the table below:

Three Months EndedNine Months Ended
(in millions)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Net revenue$1,203$1,183$3,601$3,008
Cost of goods sold9319312,8042,414
Research and development expenses11—28—
Selling, general and administrative expenses181177533397
Intangible asset amortization24227031
Restructuring and impairment costs—17519
Segment income from operations$56$36$161$147

The following table provides a reconciliation of segment income from operations to consolidated income (loss) before taxes:

Three Months EndedNine Months Ended
(in millions)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Segment income from operations
Products and Solutions$140$128$418$370
ADI Global Distribution5636161147
Total segment income from operations196164579517
Unallocated amounts:
Selling, general and administrative expenses3933107124
Restructuring, impairment and extinguishment costs34315
Indemnification Agreement expense—45972135
Other expenses, net7102210
Interest expense, net37278655
Other corporate items—122
Net income (loss) before taxes$110$44$(613)$176

The following table provides detail on capital expenditures which are regularly reviewed by the CODM:

Three Months EndedNine Months Ended
(in millions)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Capital expenditures
Products and Solutions$12$13$42$40
ADI Global Distribution1693718
Total capital expenditures$28$22$79$58

Capital expenditures in accounts payable were $22 million for the nine months ended September 27, 2025 and $16 million for the nine months ended September 28, 2024.

Note 5. Revenue Recognition

We havetwo operating segments: Products and Solutions and ADI Global Distribution. Disaggregated revenue information for Products and Solutions is presented by product grouping, while ADI Global Distribution is presented by region.

The following table presents revenue by business line and geographic location, as we believe this presentation best depicts how the nature, amount, timing, and uncertainty of net revenue and cash flows are affected by economic factors:

Three Months EndedNine Months Ended
(in millions)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Products and Solutions
Safety and Security$244$219$706$659
Air199229630634
Energy140122410374
Water7875230228
Total Products and Solutions6616451,9761,895
ADI Global Distribution
Americas (1)1,0481,0463,1672,632
International (2)155137434376
Total ADI Global Distribution1,2031,1833,6013,008
Total net revenue$1,864$1,828$5,577$4,903

(1)Americas represents North, Central, and South America.

(2)International represents all geographies that are not included in Americas.

Note 6. Restructuring

We took restructuring actions, including capturing synergies from our acquisition of Snap One, to align our cost structure based on our strategic objectives and our outlook of market conditions. The intent of these actions is to improve our operating efficiency and position us for long-term growth. We expect to fully execute on our restructuring programs over the next 12 to 27 months, and the estimated cost of these actions is approximately $20 million. We may incur additional restructuring expenses associated with these plans or new plans in the future.

The following table summarizes information concerning recorded obligations for our restructuring programs included within accrued liabilities on the Unaudited Consolidated Balance Sheets. Amounts associated with impairment and extinguishment costs are not included in the table below because those amounts are charged directly against the relevant assets and debt, respectively.

Nine Months EndedTwelve Months Ended
(in millions)September 27, 2025December 31, 2024
Beginning of period$31$30
Charges841
Usage (1)(19)(40)
End of period$20$31

(1) Usage primarily relates to cash payments and shares issued associated with employee termination costs.

Note 7. Stockholders’ Equity

Share Repurchase Program

On August 3, 2023, we announced that our Board of Directors authorized a share repurchase program for the repurchase of up to $150 million of our common stock over an unlimited time period (the “Share Repurchase Program”). During the three and nine months ended September 27, 2025, there wereno common share repurchases. During the three and nine months ended September 28, 2024, we repurchasedno and 0.1 million shares of common stock, respectively, in the open market at a total cost of $1 million. Common stock repurchases are recorded at cost and presented as a reduction to stockholders’ equity. As of September 27, 2025, we had approximately $108 million of authorized repurchases remaining under the Share Repurchase Program.

Preferred Stock

On June 14, 2024, in connection with our acquisition of Snap One, we issued 500,000 shares of Series A Cumulative Convertible Participating Preferred Stock (“Preferred Stock”) to CD&R Channel Holdings, L.P. (the “CD&R Stockholder”) for an aggregate purchase price of $500 million pursuant to an investment agreement dated April 15, 2024. Refer to Note 20. Stockholders’ Equityin our 2024 Annual Report on Form 10-K for further discussion.

Note 8. Stock-Based Compensation Plans

The following table summarizes awards granted during the relevant periods:

Nine Months Ended September 27, 2025 · Nine Months Ended September 28, 2024
(in thousands except for per share amounts)Number of Stock Units GrantedWeighted average grant date fair value per shareNumber of Stock Units Granted (1)Weighted average grant date fair value per share
Performance Stock Units (“PSUs”) (2)237$25.56586$27.94
Restricted Stock Units (“RSUs”)2,263$22.244,556$19.59

(1) Includes 2 million RSUs granted as part of the Snap One acquisition for a fair value of $43 million, of which $17 million was included in purchase consideration.

(2)Includes PSUs at target payout. Final common shares issued may be different based upon the actual achievement versus the performance measure target.

For the three and nine months ended September 27, 2025, stock-based compensation expense, net of tax was $13 million and $45 million, respectively. For the three and nine months ended September 28, 2024, stock-based compensation expense, net of tax was $15 million and $44 million, respectively. Stock-based compensation expense is included in either selling, general and administrative expenses or restructuring, impairment and extinguishment costs in the Unaudited Consolidated Statements of Operations based on the nature of the expense.

Note 9. Inventories, net

The following table summarizes the details of our inventories, net:

(in millions)September 27, 2025December 31, 2024
Raw materials$162$171
Work in process1714
Finished products1,1491,052
Total inventories, net$1,328$1,237

Note 10. Goodwill and Intangible Assets, net

Our goodwill balance and changes in carrying value by segment were as follows:

(in millions)Products and SolutionsADI Global DistributionTotal
Balance as of January 1, 2025$2,015$1,057$3,072
Adjustments (1)—(9)(9)
Impact of foreign currency translation451459
Balance as of September 27, 2025$2,060$1,062$3,122

(1) Related to the measurement period adjustments associated with the Snap One acquisition. Refer to Note 3. Acquisitions for further discussion.

The following table summarizes the net carrying amount of intangible assets:

(in millions)September 27, 2025December 31, 2024
Intangible assets subject to amortization$933$996
Indefinite-lived intangible assets180180
Total intangible assets$1,113$1,176

Intangible assets subject to amortization consisted of the following:

September 27, 2025December 31, 2024
(in millions)GrossCarryingAmountAccumulatedAmortizationNetCarryingAmountGrossCarryingAmountAccumulatedAmortizationNetCarryingAmount
Customer relationships$915$(239)$676$901$(177)$724
Patents and technology173(60)113170(41)129
Software247(164)83222(145)77
Trademarks79(18)6178(12)66
Intangible assets subject to amortization$1,414$(481)$933$1,371$(375)$996

Intangible assets amortization expense was $31 million and $91 million for the three and nine months ended September 27, 2025, respectively, and $29 million and $51 million for the three and nine months ended September 28, 2024, respectively.

Note 11. Leases

Total operating lease costs are as follows:

Three Months EndedNine Months Ended
(in millions)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Operating lease costs:
Selling, general and administrative expenses$21$20$60$49
Cost of goods sold441412
Total operating lease costs (1)$25$24$74$61

(1) Includes variable lease costs of $4 million and $13 million for the three and nine months ended September 27, 2025, respectively, and $5 million and $12 million for the three and nine months ended September 28, 2024, respectively.

The following table summarizes the carrying amounts of our operating lease assets and liabilities:

(in millions)Financial Statement Line ItemSeptember 27, 2025December 31, 2024
Operating lease assetsOther assets$331$248
Operating lease liabilities - currentAccrued liabilities$55$51
Operating lease liabilities - non-currentOther liabilities$295$212

Supplemental cash flow information related to operating leases follows:

Nine Months Ended
(in millions)September 27, 2025September 28, 2024
Cash paid for operating lease liabilities$37$29
Non-cash activities: operating lease assets obtained in exchange for new operating lease liabilities$117$11

As of September 27, 2025, we entered into multiple lease agreements primarily for distribution centers and branches that were not recognized on our Unaudited Consolidated Balance Sheets, as we had not yet taken control of these leased sites. Upon commencement, we will recognize the related right-of-use assets and lease liabilities. The total undiscounted future lease payments for these leases was $18 million.

Note 12. Long-Term Debt

Long-term debt is comprised of the following:

(in millions)September 27, 2025December 31, 2024
4.000% Senior Notes due 2029$300$300
6.500% Senior Notes due 2032600600
Variable rate A&R Term B Facility2,3371,115
Gross debt3,2372,015
Less: current portion of long-term debt (1)(20)(6)
Less: unamortized deferred financing costs(48)(26)
Total long-term debt$3,169$1,983

(1) Included within accrued liabilities on the Unaudited Consolidated Balance Sheets.

Aggregate required principal payments on long-term debt outstanding at September 27, 2025, follows:

(in millions)Total
2025 remaining$6
202618
202718
2028536
2029318
203018
Thereafter2,323
Total$3,237

A&R Credit Agreement

In 2021, we entered into a credit agreement with JPMorgan Chase Bank N.A. as administrative agent which was most recently amended on August 13, 2025 (as amended, the “A&R Credit Agreement”). As part of the August 2025 amendment, we issued $1,225 million of incremental term loans which mature in August 2032. Net proceeds of $1,198 million were primarily used to fund the termination of the Indemnification Agreement. A 1.00% prepayment premium is payable in connection with certain repricing transactions if executed within six months of the closing date. Refer to Note 16. Commitments and Contingencies for further discussion.

In addition to the $1,225 million of incremental term loans, the A&R Credit Agreement includes $518 million of term loans maturing in February 2028 and $594 million of term loans maturing in June 2031 (together, the “A&R Term B Facility”). As a result of the August 2025 amendment, the A&R Term B Facility bears interest at a rate per annum based on the term Secured Overnight Financing Rate (“Term SOFR”) plus an interest rate margin of 2.00% per annum. As of September 27, 2025 and December 31, 2024, the weighted average interest rate on the A&R Term B Facility, excluding the impact of the interest rate swaps, was 6.35% and 6.13%, respectively.

The A&R Credit Agreement also includes a senior secured revolving credit agreement (the “A&R Revolving Credit Facility”) with an aggregate capacity of $500 million and afive-year term ending in June 2029. There wereno outstanding borrowings andno letters of credit issued under the A&R Revolving Credit Facility.

The A&R Credit Agreement includes customary affirmative and negative covenants and reporting requirements, including limitations on indebtedness, liens, investments, and other restricted transactions. As of September 27, 2025, we are in compliance with all covenants.

We have entered into certain interest rate swap agreements based on Term SOFR which effectively convert a portion of our variable-rate debt to fixed-rate debt. Additionally, we assumed an interest rate cap in 2024 which effectively caps the interest on a portion of our variable rate debt. Refer to Note 13. Derivative Financial Instruments for further discussion.

Senior Notes

In August 2021, we issued $300 million in principal amount of 4.000% Senior Notes due 2029 (“Senior Notes due 2029”).

In July 2024, we issued $600 million in aggregate principal of 6.500% Senior Notes due 2032 (“Senior Notes due 2032”).

The Senior Notes due 2029 and Senior Notes due 2032 are senior unsecured obligations of Resideo guaranteed by Resideo’s existing and future domestic subsidiaries and rank equally with all of Resideo’s senior unsecured debt and senior to all of Resideo’s subordinated debt. Refer to Note 11. Long-Term Debtin our 2024 Annual Report on Form 10-K for further discussion.

Note 13. Derivative Financial Instruments

In March 2021, we entered into eight interest rate swap agreements (“Swap Agreements”), each with a notional value of $70 million, for a combined notional value of $560 million. The Swap Agreements were entered into to reduce the consolidated interest rate risk associated with variable rate long-term debt and designated as cash flow hedges. Two of the Swap Agreements matured in February 2025, two matured in May 2025, two are scheduled to mature in February 2026, and two are scheduled to mature in February 2027. As of September 27, 2025 and December 31, 2024, the Swap Agreements had a combined notional value of $280 million and $560 million, respectively. The remaining Swap Agreements effectively convert a portion of our variable interest rate obligations to a rate based on Term SOFR with a minimum rate of 0.39% per annum to a base fixed weighted average rate of 1.57% over the remaining terms.

In 2024, we assumed an interest rate cap which has a current notional value of $343 million and a strike rate of 4.79% (the “Interest Rate Cap”), which effectively caps SOFR on the notional amount at that rate. The Interest Rate Cap is designated as a cash flow hedge on our variable interest rate obligations. We are required to pay a premium of $7 million at the maturity date of December 31, 2025.

The Swap Agreements and Interest Rate Cap (referred to collectively as “interest rate derivatives”) are adjusted to fair value on a quarterly basis. The following tables summarize the fair value and presentation of derivative instruments on the Unaudited Consolidated Balance Sheets as well as the changes in fair value recorded in accumulated other comprehensive loss:

Fair Value of Derivative Assets
(in millions) · Financial Statement Line Item · September 27, 2025 · December 31, 2024
Derivatives designated as hedging instruments:
Interest rate derivativesOther current assets$3$10
Interest rate derivativesOther assets13
Total derivative assets designated as hedging instruments$4$13
Fair Value of Derivative Liabilities
(in millions)Financial Statement Line ItemSeptember 27, 2025December 31, 2024
Derivatives designated as hedging instruments:
Interest rate derivativesAccrued liabilities$7$6
Unrealized gainAccumulated other comprehensive loss$2$8

The following table summarizes the effect of derivative instruments designated as cash flow hedges on other comprehensive income (loss) and the Unaudited Consolidated Statements of Operations:

Three Months EndedNine Months Ended
(in millions)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Gains recorded in accumulated other comprehensive loss, beginning of period$2$20$8$25
Current period losses recognized in/reclassified from other comprehensive income(1)(12)(8)(15)
Gains reclassified from accumulated other comprehensive loss to net income/loss1—2(2)
Gains recorded in accumulated other comprehensive loss, end of period$2$8$2$8

Unrealized gains expected to be reclassified from accumulated other comprehensive loss in the next 12 months are estimated to be $2 million as of September 27, 2025.

Refer to Note 12. Derivative Financial Instrumentsin our 2024 Annual Report on Form 10-K for further discussion.

Note 14. Fair Value

The estimated fair value of our financial instruments held, and when applicable, issued to finance our operations, is summarized below. Certain estimates and judgments are required to develop fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that we would realize upon disposition, nor do they indicate our intent or ability to dispose of the financial instrument. There were no material changes in the methodologies used in our valuation practices as of September 27, 2025.

The fair values of long-term debt instruments were determined using quoted market prices in inactive markets or discounted cash flows based on current observable market interest rates and therefore were classified as Level 2 measurements in the fair value hierarchy.

The following table provides a summary of the carrying amount and fair value of outstanding debt:

September 27, 2025December 31, 2024
(in millions)Carrying ValueFair ValueCarrying ValueFair Value
Debt
4.000% Senior Notes due 2029$300$287$300$272
6.500% Senior Notes due 2032600615600602
Variable rate A&R Term B Facility2,3372,3421,1151,119
Total debt$3,237$3,244$2,015$1,993

Refer to Note 12. Long-Term Debtfor further discussion.

Foreign Currency Risk Management—We conduct business on a multinational basis in a wide variety of foreign currencies and are exposed to market risks from changes in currency exchange rates. These exposures may impact future earnings and/or operating cash flows. The exposure to market risks for changes in foreign currency exchange rates arises from international trade transactions, foreign currency denominated monetary assets and liabilities, and international financing activities between subsidiaries. We rely on natural offsets to mitigate these market risk exposures. As of September 27, 2025 and December 31, 2024, we had no foreign currency forward or option hedging contracts.

Interest Rate Risk—We have exposure to movements in interest rates associated with cash and borrowings. We may enter into various interest rate protection agreements in order to limit the impact of movements in interest rates.

The following table provides a summary of the carrying amount and fair value of our interest rate derivatives:

September 27, 2025December 31, 2024
(in millions)Carrying ValueFair ValueCarrying ValueFair Value
Assets:
Interest rate derivatives$4$4$13$13
Liabilities:
Interest rate derivatives$7$7$6$6

There are no material Level 1 or Level 3 assets or liabilities for the periods presented above. The fair values of derivative financial instruments have been determined based on market value equivalents at the balance sheet date, taking into account the current interest rate environment and therefore were classified as Level 2 measurements in the fair value hierarchy. Refer to Note 13. Derivative Financial Instruments for further discussion.

The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities approximate fair value because of their short-term nature.

Note 15. Accrued Liabilities

Accrued liabilities consist of the following:

(in millions)September 27, 2025December 31, 2024
Compensation, benefit and other employee-related$141$131
Customer rebate reserve112112
Current operating lease liability5551
Current obligations payable under the Indemnification Agreement—140
Other (1)287283
Total accrued liabilities$595$717

(1)Other includes accruals for deferred revenue, freight payable, taxes payable, product warranties, restructuring, interest, legal and professional reserves, advertising, current portion of long-term debt, royalties, and other miscellaneous items.

Note 16. Commitments and Contingencies

Environmental Matters

We are subject to various federal, state, local, and foreign government requirements relating to the protection of the environment and accrue costs related to environmental matters when it is probable that we have incurred a liability related to a contaminated site and the amount can be reasonably estimated. We believe that, as a general matter, our policies, practices, and procedures are properly designed to prevent unreasonable risk of environmental damage and personal injury and that our handling, manufacture, use, and disposal of hazardous substances are in accordance with environmental and safety laws and regulations. We have incurred remedial response and voluntary cleanup costs for site contamination. Additional claims and costs involving environmental matters are likely to continue to arise in the future.

Environmental expenses for sites owned and operated by us are presented within cost of goods sold for operating sites. For the three and nine months ended September 27, 2025 and September 28, 2024, environmental expenses related to these operating sites were not material. Liabilities for environmental costs were $22 million at September 27, 2025 and December 31, 2024.

Obligations Payable Under the Indemnification Agreement and Tax Matters Agreement

Indemnification Agreement

We separated from Honeywell International Inc. (“Honeywell”) on October 29, 2018, becoming an independent publicly traded company as a result of a pro rata distribution of our common stock to shareholders of Honeywell (the “Honeywell Spin-Off” formerly defined as the “Spin-Off”). In connection with the Honeywell Spin-Off, we entered into an indemnification and reimbursement agreement, pursuant to which we had an obligation to make cash payments associated with Honeywell’s environmental liabilities which were capped at $140 million annually (the “Indemnification Agreement”, formerly defined as the “Reimbursement Agreement”). Pursuant to its terms, the Indemnification Agreement extended until the earlier of (1) December 31, 2043; or (2) December 31 of the third consecutive anniversary where the annual reimbursement obligation (including accrued amounts) had been less than $25 million. Refer to Note 15. Commitments and Contingencies in our 2024 Annual Report on Form 10-K for further discussion.

On July 30, 2025, we entered into a definitive agreement with Honeywell to terminate the Indemnification Agreement (the “Termination Agreement”). We paid our regularly scheduled payment of $35 million in July 2025, and subject to the terms and conditions of the Termination Agreement, we made a pre-tax, one-time cash payment of $1,590 million to Honeywell in August 2025 (the “Closing”). Proceeds from the incremental term loans issued under the A&R Credit Agreement in August 2025, together with a portion of our cash on hand, were utilized to fund the payment required under the Termination Agreement. Refer to Note 12. Long-Term Debtfor further discussion. Upon the Closing, the Indemnification Agreement terminated. As a result, we are no longer required to make any further payments to Honeywell under the Indemnification Agreement, and the associated affirmative and negative covenants no longer apply.

Tax Matters Agreement

In connection with the Honeywell Spin-Off, we entered into the Tax Matters Agreement with Honeywell, pursuant to which we are responsible and will indemnify Honeywell for certain taxes, including certain income taxes, sales taxes, VAT, and payroll taxes, relating to the business for all periods, including periods prior to the consummation of the Honeywell Spin-Off. In addition, the Tax Matters Agreement addresses the allocation of liability for taxes that are incurred as a result of restructuring activities undertaken to effectuate the Honeywell Spin-Off.

We are required to indemnify Honeywell for any taxes resulting from the failure of the Honeywell Spin-Off and related internal transactions to qualify for their intended tax treatment under U.S. federal, state, and local income tax law, as well as foreign tax law, where such taxes result from our action or omission not permitted by the Separation and Distribution Agreement between Honeywell and Resideo dated as of October 19, 2018 or the Tax Matters Agreement.

The following table summarizes information concerning the Indemnification Agreement and Tax Matters Agreement liabilities:

(in millions)Indemnification AgreementTax Matters AgreementTotal
Balance as of January 1, 2025$723$91$814
Accruals for liabilities deemed probable and reasonably estimable972—972
Payments to Honeywell(1,695)—(1,695)
Balance as of September 27, 2025$—$91$91

The liabilities related to the Indemnification Agreement and Tax Matters Agreement are included in the following balance sheet accounts:

(in millions)September 27, 2025December 31, 2024
Accrued liabilities$—$140
Non-current obligations payable under the Indemnification Agreement—583
Other liabilities9191
Total indemnification liabilities$91$814

For the three and nine months ended September 27, 2025, and September 28, 2024, respectively, there wereno expenses related to the Tax Matters Agreement. Expenses related to the Tax Matters Agreement are recognized within other expenses, net in the Unaudited Consolidated Statements of Operations.

Other Matters

We are subject to lawsuits, investigations, and disputes arising out of the conduct of our business, including matters relating to commercial transactions, government contracts, product liability, acquisitions and divestitures, employee matters, intellectual property, and environmental, health, and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments or outcomes in these matters, as well as potential ranges of possible losses, based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. No such matters are material to our financial statements as of September 27, 2025.

Warranties and Guarantees

In the normal course of business, we issue product warranties and product performance guarantees. We accrue for the estimated cost of product warranties and product performance guarantees based on contract terms and historical experience at the time of sale. Adjustments to initial obligations for warranties and guarantees are made as changes to the obligations become reasonably estimable. Product warranties and product performance guarantees are included in accrued liabilities and other liabilities on the Unaudited Consolidated Balance Sheets. The following table summarizes information concerning recorded obligations for product warranties and product performance guarantees:

(in millions)September 27, 2025December 31, 2024
Beginning balance$35$34
Accruals for warranties/guarantees issued during the year2331
Settlement/adjustment of warranty/guarantee claims(23)(30)
Ending balance$35$35

Note 17. Income Taxes

For interim periods, income tax is equal to the total of (1) year-to-date pretax income multiplied by the forecasted effective tax rate plus (2) tax expense items specific to the period. In situations where we expect to report losses and where we do not expect to receive tax benefits, we apply separate forecast effective tax rates to those jurisdictions rather than including them in the consolidated forecast effective tax rate.

For the three months ended September 27, 2025, net tax benefit was $46 million. For the nine months ended September 27, 2025, net tax expense was $50 million. For the three and nine months ended September 28, 2024, net tax expense was $24 million and $83 million, respectively. Net tax expense or benefit consists primarily of interim period tax expense based on year-to-date pretax income multiplied by our forecasted effective tax rate. In addition to items specific to the period, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate and non-deductible Indemnification Agreement expense. Cash paid for taxes, net of refunds was $76 million and $116 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, 100% bonus depreciation, domestic research cost expensing, the business interest expense limitation, and modifications of the international tax framework. The legislation has various effective dates from 2025 to 2027. The tax effects of the OBBBA have been reflected in our financial results for the period ended September 27, 2025. Based on our elections, U.S. cash taxes are expected to decrease in 2025. We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

Note 18. Earnings (Loss) Per Common Share

The following table summarizes the reconciliation of the numerator and denominator used for the computation of basic and diluted earnings (loss) per common share:

Three Months EndedNine Months Ended
(in millions, except per share data)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
Numerator for basic and diluted earnings (loss) per common share:
Net income (loss)$156$20$(663)$93
Less: preferred stock dividends982610
Less: undistributed income allocated to preferred stockholders161—4
Net income (loss) available to common stockholders$131$11$(689)$79
Denominator for basic and diluted earnings (loss) per common share:
Weighted average basic number of common shares outstanding149147149146
Plus: dilutive effect of common stock equivalents52—3
Weighted average diluted number of common shares outstanding154149149149
Earnings (loss) per common share:
Basic$0.88$0.07$(4.62)$0.54
Diluted$0.85$0.07$(4.62)$0.53

Diluted earnings (loss) per common share is computed based upon the weighted average number of common shares outstanding for the period plus the dilutive effect of common stock equivalents using the if-converted method and treasury stock method based on the average market price of our common stock for the period, except when the inclusion of such instruments would be antidilutive.

The following potentially dilutive instruments, presented as a weighted average of the instruments outstanding, were excluded from the calculation of diluted earnings (loss) per common share because their effect would have been antidilutive, and in the case of certain PSUs, the contingency has not been satisfied.

Three Months EndedNine Months Ended
(in millions)September 27, 2025September 28, 2024September 27, 2025September 28, 2024
RSUs and other rights—0.86.10.8
PSUs—1.12.51.0
Preferred stock0.50.50.50.2
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