RESIDEO TECHNOLOGIES, INC.
For the period ended Jul 4, 2026. Filed Aug 12, 2026.
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Jul 4, 2026 · Filed Aug 12, 2026
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Notes to the Unaudited Condensed 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; 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. We manage our business operations throughtwo business segments: Products and Solutions and ADI Global Distribution (“ADI”).
On August 3, 2026, we completed the previously announced separation of our ADI Global Distribution business (the “ADI Spin-Off”), which was accomplished through the pro rata distribution of 100% of the outstanding shares of common stock of ADI Global Distribution Inc. (“ADIG”) to holders of Resideo common stock as of the close of business on July 20, 2026 (the “record date”). Resideo stockholders as of the record date received one share of ADIG common stock for every two shares of Resideo stock. Following the completion of the ADI Spin-Off, ADIG became an independent public company trading under the symbol “ADIG” on the New York Stock Exchange and Resideo retains no ownership interest in ADIG. The ADI Spin-Off is intended to qualify as a tax-free transaction for U.S. federal income tax purposes. Refer to Note 17. Subsequent Events of the Notes to the Unaudited Condensed Consolidated Financial Statements for further discussion.
The accompanying Unaudited Condensed Consolidated Financial Statements for the three and six months ended July 4, 2026 include the historical results of ADI for all periods presented as the ADI Spin-Off occurred subsequent to the end of the reported period. In future filings, we will no longer consolidate ADIG and the historical results of ADI will be reflected as discontinued operations in Resideo’s Consolidated Financial Statements.
In connection with the ADI Spin-Off, we have entered into a separation and distribution agreement and certain ancillary agreements with ADIG that provide a framework for the relationship between the parties going forward, including, among others, transition services agreement, tax matters agreement, commercial products purchase agreement, employee matters agreement and intellectual property matters agreement, which govern the relationship of the parties following the ADI Spin-Off.
Resideo has incurred, and expects to continue to incur through completion of separation-related activities, costs that are incremental and directly attributable to the ADI Spin-Off, including advisory, consulting, legal and other professional fees. Business separation costs were $31 million and $55 million for the three and six months ended July 4, 2026, respectively, as reflected in the Unaudited Condensed Consolidated Statements of Operations.
Basis of Consolidation and Reporting
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the Unaudited Condensed 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 Condensed Consolidated Financial Statements included herein contain all adjustments necessary to fairly present our financial position, results of operations, and cash flows for the periods indicated. Adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the Notes to the Unaudited Condensed Consolidated Financial Statements. For the purpose of comparability, certain prior period amounts have been reclassified to conform to current period classification and had no effect on net income for periods presented.
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, 2025 (the “2025 Annual Report on Form 10-K”), filed with the United States Securities and Exchange Commission (the “SEC”) on February 24, 2026.
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.
Note 2. Summary of Significant Accounting Policies
Our significant accounting policies are detailed in Note 2. Summary of Significant Accounting Policies of the 2025 Annual Report on Form 10-K. There have been no significant changes to these policies that have had a material impact on the Unaudited Condensed Consolidated Financial Statements and the accompanying disclosure notes for the three and six months ended July 4, 2026. We consider the following policies in the preparation of our Unaudited Condensed Consolidated Financial Statements and the uncertainties that could impact our financial condition, results of operations and cash flows.
Restricted Cash
Restricted cash consists of cash that is held for a specific purpose and therefore not available to us for immediate or general business use. We present restricted cash separately on the Unaudited Condensed Consolidated Balance Sheets and classify balances as current based on the nature of the restriction and the expected timing of release. At July 4, 2026, restricted cash consists of $400 million cash proceeds from the ADIG notes offering that were deposited into a segregated escrow account. The proceeds were released to ADIG upon consummation of the ADI Spin-Off and satisfaction of the escrow release conditions. Refer to Note 11. Long-Term Debt of the Notes to the Unaudited Condensed Consolidated Financial Statements for further discussion.
Pension Curtailment
During the second quarter of 2026, we approved amendments to freeze all future benefit accruals under our U.S. qualified defined benefit pension plan (the “Pension Plan”) and our related non-qualified supplemental pension plan (the “SERP” and, together, the “Plans”). In connection with the plan freeze, participants were credited with remaining pay credits through the end of 2026. The effect of these amendments resulted in a curtailment because active participants will no longer accrue additional benefits for future service and compensation after the amendment date. The remeasurement resulted in a net actuarial loss of $3 million reflected in Other comprehensive (loss) income, and an immaterial net gain reflected in earnings.
Recent Accounting Pronouncements
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 on our Unaudited Condensed Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220): 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 Condensed Consolidated Financial Statements and related disclosures.
Note 3. 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 Condensed Consolidated Financial Statements.
Products and Solutions—Our Products and Solutions segment is a leading global manufacturer, developer and distributor of technology-driven sensing and controls products and solutions for residential and commercial end markets. We benefit from differentiated products and solutions for comfort, energy management, safety, and security and 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 a leading, global specialty distributor of professionally installed low-voltage products, including security and AV solutions, serving commercial and residential markets through an omnichannel go-to-market platform. ADI sells primarily to licensed professional installers, dealers, and integrators. We offer an expansive list of products from leading suppliers across key specialty low-voltage categories. ADI complements our third-party supplier products with a suite of exclusive brands and services offerings.
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, business separation costs, and non-operating items such as Indemnification Agreement expense, interest expense (income), 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 Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in millions) | July 4, 2026 | June 28, 2025 | July 4, 2026 | June 28, 2025 |
| Revenue | $695 | $666 | $1,401 | $1,315 |
| Cost of goods sold | 392 | 380 | 803 | 760 |
| Research and development expenses | 37 | 32 | 73 | 59 |
| Selling, general and administrative expenses | 110 | 104 | 229 | 205 |
| Intangible asset amortization | 6 | 6 | 12 | 12 |
| Restructuring expenses | 12 | 2 | 18 | 1 |
| Segment income from operations | $138 | $142 | $266 | $278 |
Segment results of operations for ADI, including significant segment expenses that are regularly reviewed by the CODM, are included in the table below:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in millions) | July 4, 2026 | June 28, 2025 | July 4, 2026 | June 28, 2025 |
| Revenue | $1,286 | $1,277 | $2,492 | $2,398 |
| Cost of goods sold | 994 | 994 | 1,944 | 1,873 |
| Research and development expenses | 11 | 9 | 23 | 17 |
| Selling, general and administrative expenses | 187 | 179 | 373 | 352 |
| Intangible asset amortization | 25 | 23 | 49 | 46 |
| Restructuring expenses | 5 | 1 | 5 | 5 |
| Segment income from operations | $64 | $71 | $98 | $105 |
The following table provides a reconciliation of segment Income from operations to consolidated Net income (loss) before taxes:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in millions) | July 4, 2026 | June 28, 2025 | July 4, 2026 | June 28, 2025 |
| Segment income from operations | ||||
| Products and Solutions | $138 | $142 | $266 | $278 |
| ADI Global Distribution | 64 | 71 | 98 | 105 |
| Total segment income from operations | 202 | 213 | 364 | 383 |
| Unallocated amounts: | ||||
| Selling, general and administrative expenses | 35 | 36 | 70 | 68 |
| Restructuring expenses | 5 | (1) | 5 | — |
| Business separation costs | 31 | — | 55 | — |
| Indemnification Agreement expense | — | 882 | — | 972 |
| Other (income) expense, net | (81) | 9 | (81) | 15 |
| Interest expense, net | 46 | 24 | 93 | 49 |
| Other corporate items | — | 1 | 1 | 2 |
| Net income (loss) before taxes | $166 | $(738) | $221 | $(723) |
The following table provides detail on capital expenditures which are regularly reviewed by the CODM:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in millions) | July 4, 2026 | June 28, 2025 | July 4, 2026 | June 28, 2025 |
| Cash paid for capital expenditures | ||||
| Products and Solutions | $16 | $10 | $39 | $30 |
| ADI Global Distribution | 13 | 10 | 26 | 21 |
| Total capital expenditures | $29 | $20 | $65 | $51 |
For the six months ended July 4, 2026 and June 28, 2025, capital expenditures in accounts payable were $24 million and $18 million, respectively.
Note 4. Revenue Recognition
We havetwo operating segments: Products and Solutions and ADI Global Distribution. Disaggregated revenue information is presented by product grouping for Products and Solutions and by region for ADI Global Distribution.
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 revenue and cash flows are affected by economic factors:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in millions) | July 4, 2026 | June 28, 2025 | July 4, 2026 | June 28, 2025 |
| Products and Solutions | ||||
| Safety and Security | $262 | $241 | $516 | $462 |
| Air | 220 | 220 | 428 | 431 |
| Energy | 137 | 131 | 293 | 270 |
| Water | 76 | 74 | 164 | 152 |
| Total Products and Solutions | 695 | 666 | 1,401 | 1,315 |
| ADI Global Distribution | ||||
| Americas (1) | 1,120 | 1,133 | 2,158 | 2,119 |
| International (2) | 166 | 144 | 334 | 279 |
| Total ADI Global Distribution | 1,286 | 1,277 | 2,492 | 2,398 |
| Total Revenue | $1,981 | $1,943 | $3,893 | $3,713 |
(1)Americas represents North, Central, and South America.
(2)International represents all geographies that are not included in Americas.
Note 5. Restructuring Expenses
During 2025 and 2026, we initiated restructuring actions including selected site closures and workforce optimization initiatives. These initiatives are intended to better align our cost structure with our strategic objectives, improve operating efficiency, and optimize our manufacturing and operating footprint. These actions include consolidation and rationalization of certain manufacturing sites, operating sites, and distribution centers as well as other cost reduction actions across our Company. The workforce optimization initiatives include costs associated with workforce reductions to streamline functions, reduce organizational complexity, and align resources with expected business needs. In addition, we executed on our capital strategy initiatives.
We expect to fully execute on our restructuring programs over the next 24 months. The estimated costs associated with the remaining actions are not expected to be material. We may incur additional restructuring expenses associated with these plans or new plans in the future.
For the three and six months ended July 4, 2026, restructuring expenses were $21 million and $27 million, respectively. In addition, during the three and six months ended July 4, 2026, we incurred $1 million of debt extinguishment costs. The following table summarizes information concerning recorded obligations for our restructuring programs included within Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets. Amounts associated with extinguishment costs are not included in the table below as those amounts are charged directly against debt.
| Six Months Ended | Twelve Months Ended | |
|---|---|---|
| (in millions) | July 4, 2026 | December 31, 2025 |
| Beginning of period | $21 | $31 |
| Charges | 27 | 15 |
| Usage | (16) | (25) |
| End of period | $32 | $21 |
Note 6. 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 six months ended July 4, 2026 and June 28, 2025, there wereno common share repurchases. As of July 4, 2026, 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 14, 2024.
Note 7. Stock-Based Compensation
The following table summarizes awards granted during the relevant periods:
| Six Months Ended July 4, 2026 | Six Months Ended June 28, 2025 | |||
|---|---|---|---|---|
| (in thousands, except per share data) | Number of Stock Units Granted | Weighted Average Grant Date Fair Value Per Share | Number of Stock Units Granted | Weighted Average Grant Date Fair Value Per Share |
| Restricted Stock Units (“RSUs”) | 966 | $35.69 | 1,634 | $21.22 |
| Performance Stock Units (“PSUs”) (1) | 110 | $43.03 | 237 | $25.56 |
(1)Includes PSUs at target payout. Final common shares issued may be different based upon the actual achievement against the performance measure target.
For the three and six months ended July 4, 2026, Stock-based compensation expense was $13 million and $28 million, respectively. For the three and six months ended June 28, 2025, stock-based compensation expense was $16 million and $32 million, respectively. Stock-based compensation expense is included in either Selling, general and administrative expenses or Restructuring expenses in the Unaudited Condensed Consolidated Statements of Operations based on the nature of the expense.
Note 8. Inventories, net
The following table summarizes the details of our inventories, net:
| (in millions) | July 4, 2026 | December 31, 2025 |
|---|---|---|
| Raw materials | $166 | $154 |
| Work in process | 16 | 16 |
| Finished products | 1,210 | 1,184 |
| Total inventories, net | $1,392 | $1,354 |
Note 9. Goodwill and Intangible Assets, net
Our goodwill balance and changes in carrying value by segment were as follows:
| (in millions) | Products and Solutions | ADI Global Distribution | Total |
|---|---|---|---|
| Balance as of December 31, 2025 | $2,036 | $1,064 | $3,100 |
| Adjustments | (1) | — | (1) |
| Impact of foreign currency translation | (8) | (3) | (11) |
| Balance as of July 4, 2026 | $2,027 | $1,061 | $3,088 |
The following table summarizes the net carrying amount of intangible assets:
| (in millions) | July 4, 2026 | December 31, 2025 |
|---|---|---|
| Intangible assets subject to amortization | $869 | $911 |
| Indefinite-lived intangible assets | 180 | 180 |
| Total intangible assets | $1,049 | $1,091 |
Intangible assets subject to amortization consisted of the following:
| July 4, 2026 | December 31, 2025 | |||||
|---|---|---|---|---|---|---|
| (in millions) | GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount |
| Customer relationships | $909 | $(284) | $625 | $912 | $(253) | $659 |
| Patents and technology | 170 | (75) | 95 | 170 | (63) | 107 |
| Software | 276 | (183) | 93 | 256 | (170) | 86 |
| Trademarks | 79 | (23) | 56 | 79 | (20) | 59 |
| Intangible assets subject to amortization | $1,434 | $(565) | $869 | $1,417 | $(506) | $911 |
For the three and six months ended July 4, 2026, Intangible asset amortization expense was $31 million and $62 million, respectively. For the three and six months ended June 28, 2025, Intangible asset amortization expense was $30 million and $60 million, respectively.
Note 10. Leases
The following table summarizes operating lease costs:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in millions) | July 4, 2026 | June 28, 2025 | July 4, 2026 | June 28, 2025 |
| Operating lease costs: | ||||
| Selling, general and administrative expenses | $24 | $19 | $47 | $39 |
| Cost of goods sold | 4 | 6 | 9 | 10 |
| Total operating lease costs (1) | $28 | $25 | $56 | $49 |
(1) Total operating lease costs include variable lease costs of $5 million and $10 million for the three and six months ended July 4, 2026, respectively, $4 million and $9 million for the three and six months ended June 28, 2025, respectively.
The following table summarizes the carrying amounts of our operating lease assets and liabilities:
| (in millions) | Financial Statement Line Item | July 4, 2026 | December 31, 2025 |
|---|---|---|---|
| Operating lease assets | Other assets | $308 | $327 |
| Operating lease liabilities - current | Accrued liabilities | $59 | $57 |
| Operating lease liabilities - non-current | Other liabilities | $268 | $289 |
The following table summarizes supplemental cash flow information related to operating leases:
| Six Months Ended | ||
|---|---|---|
| (in millions) | July 4, 2026 | June 28, 2025 |
| Cash paid for operating lease liabilities | $31 | $25 |
| Non-cash activities: operating lease assets obtained in exchange for new operating lease liabilities | $12 | $42 |
As of July 4, 2026, we have additional operating leases that have not yet commenced. The total undiscounted future lease payments for these leases were $59 million.
Note 11. Long-Term Debt
Long-term debt is comprised of the following:
| (in millions) | July 4, 2026 | December 31, 2025 |
|---|---|---|
| 4.000% Senior Notes due 2029 | $300 | $300 |
| 6.500% Senior Notes due 2032 | 600 | 600 |
| 7.125% Senior Notes due 2034 (1) | 400 | — |
| Variable rate A&R Term B Facility | 2,322 | 2,331 |
| Gross long-term debt | 3,622 | 3,231 |
| Less: current portion of long-term debt (2) | (18) | (18) |
| Less: unamortized deferred financing costs | (44) | (46) |
| Total long-term debt | $3,560 | $3,167 |
(1) Proceeds are included in Restricted cash as recorded on the Unaudited Condensed Consolidated Balance Sheets.
(2) Included within Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets.
A&R Credit Agreement
In 2021, we entered into a credit agreement with JPMorgan Chase Bank N.A. as administrative agent (the “A&R Credit Agreement”), which was most recently amended on June 4, 2026 (as amended, the “Second A&R Credit Agreement”). We entered into the Second A&R Credit Agreement in order to facilitate the ADI Spin-Off as well as extend the revolver maturity to 2031. We evaluated the amendment under Accounting Standards Codification 470-50, Debt Modifications and Extinguishments, and determined that the amendment should be accounted for as a debt modification. The remaining principal on the Second A&R Credit Agreement includes $518 million of senior secured term loans maturing in February 2028, $588 million of senior secured term loans maturing in June 2031, and $1,216 million of senior secured term loans maturing in August 2032 (together, the “A&R Term B Facility”). Voluntary prepayment may be made at any time without premium or penalty, subject to customary breakage costs for certain borrowings indexed to the Secured Overnight Financing Rate (“SOFR”). The Second A&R Credit Agreement also contains customary mandatory prepayment provisions upon the occurrence of specified events.
Borrowings under the Second A&R Credit Agreement are subject to an interest rate, at the Company’s option, of either (a) a base rate equal to the highest of the Prime Rate, the Federal Funds Effective Rate (or the Overnight Bank Funding Rate), plus 0.5%, and the one month SOFR rate, plus 1%, or (b) the SOFR rate plus the applicable margin, which shall not be less than zero.
As of July 4, 2026 and December 31, 2025, the weighted average interest rate on the A&R Term B Facility, excluding the impact of the interest rate swaps, was 5.74% and 5.76%, respectively.
Under the Second A&R Credit Agreement, we entered into a new senior secured revolving credit facility, which refinanced in full the existing senior secured revolving credit facility and provides for commitments in an aggregate principal amount of $500 million and afive-year term ending in June 2031 (the “A&R Revolving Credit Facility”). There wereno outstanding borrowings andno letters of credit issued under the A&R Revolving Credit Facility as of July 4, 2026.
In addition to paying interest on outstanding borrowings under the Second A&R Credit Agreement, the Company is subject to a quarterly commitment fee based on the unused portion of the A&R Revolving Credit Facility, ranging from 0.25% to 0.35% per annum based on the leverage ratio under the Second A&R Credit Agreement.
The Second 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 July 4, 2026, we are in compliance with all covenants.
We have entered into certain interest rate swaps based on the Term Secured Overnight Financing Rate (“Term SOFR”) which effectively converts a portion of our variable-rate debt to fixed-rate debt. Refer to Note 12. Fair Valueof the Notes to the Unaudited Condensed Consolidated Financial Statements for further discussion.
Senior Unsecured 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.
Senior Unsecured Notes of ADIG
On June 30, 2026, ADI Escrow Issuer LLC (the “Escrow Issuer”), a direct, wholly-owned subsidiary of ADIG and an indirect, wholly-owned subsidiary of the Company, completed an offering of $400 million aggregate principal of the Escrow Issuer’s 7.125% Senior Notes due 2034 (“Senior Notes due 2034”). Senior Notes due 2034 are unsecured and were issued pursuant to an Indenture, dated June 30, 2026 (the “Indenture”), between the Escrow Issuer and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The net proceeds from the sale of the Senior Notes due 2034 were used as part of the financing for the ADI Spin-Off. Pending the consummation of the ADI Spin-Off, the proceeds from the offering were deposited into a segregated escrow account until satisfaction of the conditions precedent to the ADI Spin-Off. The proceeds are included in Restricted cash as recorded on the Unaudited Condensed Consolidated Balance Sheets.
As of July 4, 2026, we are in compliance with all covenants. Upon consummation of the ADI Spin-Off and satisfaction of the escrow release conditions on August 3, 2026, the Senior Notes due 2034 became obligations of ADIG and were no longer obligations of the Company.
Credit Agreement of ADIG
On July 1, 2026, ADIG entered into a senior secured Credit Agreement (the “Credit Agreement”) with the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement became effective on the ADI Spin-Off date. The Credit Agreement provides for (i) term loans in an aggregate principal amount of $600 million (the “Term Facility”) and (ii) revolving credit commitments in an aggregate principal amount of $500 million (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”). Borrowings are permitted under the Credit Facilities upon completion of the ADI Spin-Off, subject to certain other conditions customary for secured facilities of this type.
The Term Facility will mature, and the term loans thereunder will be required to be repaid, seven years after the ADI Spin-Off, subject to certain extension rights in the discretion of each lender. The Revolving Facility will mature, and all borrowings thereunder will be required to be repaid, five years after the ADI Spin-Off, with certain extension rights in the discretion of each lender. Borrowings under the Term Facility may not be re-borrowed once repaid.
As of July 4, 2026, no amounts were drawn under the Credit Agreement. Upon consummation of the ADI Spin-Off on August 3, 2026, the Credit Facilities became obligations of ADIG and were no longer obligations of the Company.
Interest Paid
For the six months ended July 4, 2026 and June 28, 2025, cash paid for interest, net of interest rate derivative receipts was $92 million and $53 million, respectively.
Note 12. 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 July 4, 2026.
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:
| July 4, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| (in millions) | Carrying Value | Fair Value | Carrying Value | Fair Value |
| Debt | ||||
| 4.000% Senior Notes due 2029 | $300 | $288 | $300 | $291 |
| 6.500% Senior Notes due 2032 | 600 | 606 | 600 | 615 |
| 7.125% Senior Notes due 2034 | 400 | 407 | — | — |
| Variable rate A&R Term B Facility | 2,322 | 2,324 | 2,331 | 2,339 |
| Total debt | $3,622 | $3,625 | $3,231 | $3,245 |
Foreign Currency Risk Management—We conduct business on a multinational basis in a wide variety of foreign currencies. We 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 risk 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 address these market risk exposures. As of July 4, 2026 and December 31, 2025, 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. As of July 4, 2026 and December 31, 2025, we had interest rate swaps with a combined notional value of $140 million and $280 million, respectively. Our interest rate swaps are designated as cash flow hedges of the variability in interest payments associated with a portion of our variable-rate debt equal to the swap notional amount, effectively converting the hedged debt from a variable interest rate based on Term SOFR (subject to a floor of 0.39%) to a fixed weighted average rate of 2.23% over the remaining term to maturity in February 2027. The carrying amounts of our interest rate swaps equal their fair values since these instruments are recorded at fair value. Our interest rate swaps were assets of $2 million and $3 million at July 4, 2026 and December 31, 2025, respectively, and reported in Other current assets on the Unaudited Condensed Consolidated Balance Sheets. There was no material net activity recognized in the Unaudited Condensed Consolidated Statements of
Comprehensive Income (Loss) related to our interest rate swaps during the three and six months ended July 4, 2026. During the three and six months ended June 28, 2025, we recognized unrealized gains related to derivative instruments designated as cash flow hedges of $3 million and $6 million, respectively, net of reclassifications, which were not material.
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and accrued liabilities approximate fair value due to their short-term maturity.
Note 13. Accrued Liabilities
Accrued liabilities consist of the following:
| (in millions) | July 4, 2026 | December 31, 2025 |
|---|---|---|
| Compensation, benefit and other employee-related | $117 | $137 |
| Customer rebate reserve | 97 | 129 |
| Current operating lease liability | 59 | 57 |
| Other (1) | 332 | 301 |
| Total accrued liabilities | $605 | $624 |
(1)Other includes accruals for deferred revenue, restructuring, freight payable, interest, legal and professional services, product warranty obligations, taxes payable, current portion of long-term debt, advertising, dividends payable, royalties, litigation reserves, and other reserves.
Note 14. 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 may 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 six months ended July 4, 2026 and June 28, 2025, environmental expenses related to these operating sites were not material. Liabilities for environmental costs were $22 million at July 4, 2026 and December 31, 2025.
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”). 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”). 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.
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 each in the first, second, and third quarters of 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 11. Long-Term Debtof the Notes to the Unaudited
Condensed Consolidated Financial Statements for further discussion. Upon completion of the pre-tax, one-time cash payment, the Indemnification Agreement was fully terminated. 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. As a result, the liability in connection with the Indemnification Agreement was fully repaid and is not presented on the Unaudited Condensed Consolidated Balance Sheets. No expense was incurred or recognized related to the Indemnification Agreement for the three and six months ended July 4, 2026. For the three and six months ended June 28, 2025, expenses related to the Indemnification Agreement were $882 million and $972 million, respectively.
Tax Matters Agreement
In connection with the Honeywell Spin-Off, we entered into the Tax Matters Agreement with Honeywell, pursuant to which we were responsible and would 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 (“Tax Matters Agreement”).
On June 22, 2026, we entered into a definitive agreement with Honeywell to terminate the Tax Matters Agreement. In consideration for the termination of the Tax Matters Agreement and mutual releases of claims related to the Tax Matters Agreement and certain tax-related liabilities, we made a pre-tax, one-time payment of approximately $12 million to Honeywell in June 2026. As a result, the liability associated with the Tax Matters Agreement was settled in June and therefore is not presented on the Unaudited Condensed Consolidated Balance Sheets at July 4, 2026. The liability associated with the Tax Matters Agreement was $88 million at December 31, 2025, as reported in Other liabilities on the Unaudited Condensed Consolidated Balance Sheets. For the three and six months ended July 4, 2026, we recognized other income of $77 million in Other (income) expense, net in the Unaudited Condensed Consolidated Statements of Operations related to the termination of the Tax Matters Agreement. For the three and six months ended June 28, 2025, there were no expenses related to the Tax Matters Agreement.
In connection with entering into the definitive agreement to terminate the Tax Matters Agreement, we reassessed the deferred tax assets associated with the Tax Matters Agreement. As a result of the settlement and release of the related obligations, the basis for recognizing $44 million of deferred tax assets was eliminated. Accordingly, during the three and six months ended July 4, 2026, we derecognized $44 million of deferred tax assets, which was recorded in Provision for income taxes in the Unaudited Condensed 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, trade and tax compliance, compliance with laws 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 analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts.
During the first quarter of 2026, we had a one-time litigation settlement and an arbitration award not in our favor and otherwise aggregating to $24 million, and we recorded a charge of approximately $19 million within Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations. We settled these obligations in cash during the second quarter of 2026.
IEEPA Tariff Refunds
In February 2026, the United States Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on goods imported into the United States were unauthorized. Following this ruling, and effective on April 20, 2026, the United States Customs and Border Protection launched a platform for importers of record to submit IEEPA tariff refund requests.
The Company applied a gain contingency model in accordance with Accounting Standards Codification 450-30, Gain Contingencies. Under this model, a gain contingency is not recognized until the gain is realized or realizable. During the second quarter of 2026, we recognized approximately $27 million of IEEPA tariff refunds, which is included in Cost of goods sold on our Unaudited Condensed Consolidated Statement of Operations.
Note 15. 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 forecasted effective tax rates to those jurisdictions rather than including them in the consolidated forecasted effective tax rate.
For the three and six months ended July 4, 2026, net tax expense was $69 million and $86 million, respectively. For the three and six months ended June 28, 2025, net tax expense was $87 million and $96 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, such as the settlement of the Tax Matters Agreement, our income tax rate is impacted by the mix of earnings across the jurisdictions in which we operate, non-deductible expenses, and U.S. taxation of foreign earnings. For the three and six months ended July 4, 2026, cash paid for taxes, net of refunds was $9 million and $28 million, respectively. For the three and six months ended June 28, 2025, cash paid for taxes, net of refunds was $43 million and $64 million, respectively.
Note 16. Earnings (Loss) Per Common Share
The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings (loss) per common share follows:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in millions, except per share data) | July 4, 2026 | June 28, 2025 | July 4, 2026 | June 28, 2025 |
| Numerator for basic and diluted earnings (loss) per common share: | ||||
| Net income (loss) | $97 | $(825) | $135 | $(819) |
| Less: preferred stock dividends | 8 | 8 | 17 | 17 |
| Less: undistributed income allocated to preferred stockholders | 10 | — | 13 | — |
| Net income (loss) available to common stockholders | $79 | $(833) | $105 | $(836) |
| Denominator for basic and diluted earnings (loss) per common share: | ||||
| Weighted average basic number of common shares outstanding | 151 | 149 | 151 | 148 |
| Plus: dilutive effect of common stock equivalents | 3 | — | 4 | — |
| Weighted average diluted number of common shares outstanding | 154 | 149 | 155 | 148 |
| Earnings (loss) per common share: | ||||
| Basic | $0.52 | $(5.59) | $0.70 | $(5.65) |
| Diluted | $0.51 | $(5.59) | $0.68 | $(5.65) |
The preferred stock is a participating security; therefore, we apply the two‑class method in the calculation of basic and diluted earnings (loss) per share. Under this method, net income is allocated to common stockholders and participating preferred stockholders based on their respective rights to receive dividends as if all earnings for the period had been distributed. Losses are not allocated to the preferred stockholders given the holders are not contractually obligated to share in losses. 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 using 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 Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in millions) | July 4, 2026 | June 28, 2025 | July 4, 2026 | June 28, 2025 |
| RSUs and other rights | — | 5.9 | — | 6.0 |
| PSUs | — | 2.2 | — | 2.2 |
| Preferred stock | 0.5 | 0.5 | 0.5 | 0.5 |
Note 17. Subsequent Events
On August 3, 2026, we completed the previously announced separation of our ADI Global Distribution business. Refer to Note 1. Nature of Operations and Basis of Presentation of the Notes to the Unaudited Condensed Consolidated Financial Statements for further discussion.
Holders of Resideo’s Preferred Stock did not receive shares of ADIG common stock by virtue of their ownership of Resideo preferred stock. In connection with the ADI Spin-Off, ADIG issued to us 150,000 shares of its Series A Cumulative Convertible Participating Preferred Stock (“ADIG Preferred Stock”) as partial consideration for the transfer and contribution of assets and liabilities to ADIG and its subsidiaries. Pursuant to an exchange agreement, we exchanged the 150,000 shares of ADIG Preferred Stock for an equal number of shares of Resideo Preferred Stock held by certain holders and subsequently cancelled the shares of Resideo Preferred Stock received in the exchange. As a result, immediately following the ADI Spin-Off,350,000 shares of Resideo Preferred Stock remained issued and outstanding and 150,000 shares of ADIG Preferred Stock were issued and outstanding. In connection with the exchange, the Certificate of Designations, Preferences and Rights of Resideo’s Preferred Stock was amended and restated to give effect to the exchange, including a reduction of authorized shares to 350,000, adjusting the initial conversion price to $18.844 from $26.92, and modifying the timing of our optional conversion and redemption rights by extending through August 3, 2028.
Upon consummation of the ADI Spin-Off and satisfaction of the escrow conditions, proceeds of the $400 million aggregate principal amount of 7.125% Senior Notes due 2034 issued by ADIG were released to ADIG from escrow. In addition, the ADIG Credit Agreement became effective on the ADI Spin-Off date, at which time ADIG borrowed $600 million under the Term Facility. The net proceeds from the Senior Notes due 2034 and borrowings under the term loan facility were used in part to fund a one-time cash dividend of $900 million from ADIG to Resideo. We used the proceeds received from ADIG to repay in full $518 million of senior secured term loans that were to mature in February 2028 and to repay $382 million of senior secured term loans maturing in June 2031. In connection with the ADI Spin-Off, we expect by the end of the third quarter to make an additional repayment of approximately $200 million under our A&R Term B Facility following the completion of the post-closing cash adjustment contemplated by the separation and distribution agreement. As the ADI Spin-Off has been consummated, the Senior Notes due 2034, the Term Facility, and the Revolving Facility are obligations of ADIG and/or its subsidiaries and are not our obligations. Refer to Note 11. Long-Term Debt of the Notes to the Unaudited Condensed Consolidated Financial Statements for further discussion.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.