Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the Registrant’s common stock, par value $0.001 per share, as of ~~May 1~~July 29^stth, 2020 was ~~123,148,033~~123,432,114 shares.

	Item		Page	Item		Page

Part I.		Item 1. Financial Statements	5		Item 1. Financial Statements	5

	1.	Financial Statements	5	1.	Financial Statements	5

		Consolidated Interim Statements of Operations (unaudited) – Three Months Ended March 31, 2020 and 2019	5		Consolidated Interim Statements of Operations (unaudited) – Three and Six Months Ended June 30, 2020 and 2019	5

		Consolidated Interim Statements of Comprehensive (Loss) Income (unaudited) – Three Months Ended March 31, 2020 and 2019	6		Consolidated Interim Statements of Comprehensive (Loss) Income (unaudited) – Three and Six Months Ended June 30, 2020 and 2019	6

		Consolidated Interim Balance Sheets (unaudited) – March 31, 2020 and December 31, 2019	7		Consolidated Interim Balance Sheets (unaudited) – June 30, 2020 and December 31, 2019	7

		Consolidated Interim Statements of Cash Flows (unaudited) – Three Months Ended March 31, 2020 and 2019	8		Consolidated Interim Statements of Cash Flows (unaudited) – Six Months Ended June 30, 2020 and 2019	8

		Consolidated Interim Statements of Equity (unaudited) - Three Months Ended March 31, 2020 and 2019	9		Consolidated Interim Statements of Equity (unaudited) - Three and Six Months Ended June 30, 2020 and 2019	9

		Notes to Consolidated Interim Financial Statements (unaudited)	10		Notes to Consolidated Interim Financial Statements (unaudited)	10

	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

	3.	Quantitative and Qualitative Disclosures About Market Risk	36	3.	Quantitative and Qualitative Disclosures About Market Risk	34

	4.	Controls and Procedures	37	4.	Controls and Procedures	35

Part II.	1.	Legal Proceedings	38	1.	Legal Proceedings	36

	1A.	Risk Factors	38	1A.	Risk Factors	36

	5.	Other Information	40	6.	Exhibits	40

	6.	Exhibits	41		Signatures	41

		Signatures	43

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains “forward-looking statements” that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections about our industries and our business and financial results. Forward-looking statements often include words such as “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “continues,” “believes,” “may,” “will,” “goals” and words and terms of similar substance in connection with discussions of future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Our actual results may vary materially from those expressed or implied in our forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by us or on our behalf. Although we believe that the forward-looking statements contained in this Form 10-Q are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to:

These and other factors are more fully discussed in the “Risk Factors” section in our 2019 Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Annual Report on Form 10-K”) and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in this Form 10-Q. There have been no material changes to the risk factors described in our 2019 Annual Report on Form 10-K, except as reflected in the “Risk Factors” section in this Form 10-Q. These risks could cause actual results to differ materially from those implied by forward-looking statements in this Form 10-Q. Even if our results of operations, financial condition and liquidity and the development of the industries in which we operate are consistent with the forward-looking statements contained in this Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.

Any forward-looking statements made by us in this Form 10-Q speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

The financial statements and related footnotes as of ~~March 31,~~June 30, 2020 should be read in conjunction with the financial statements for the year ended December 31, 2019 contained in our 2019 Annual Report on Form 10-K.

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2020			2019			2020			2019			2020			2019
Net revenue	$	1,179		$	1,216		$	1,029		$	1,242		$	2,208		$	2,458
Cost of goods sold		895			884			793			919			1,688			1,803
Gross profit		284			332			236			323			520			655
Selling, general and administrative expenses		250			247			242			281			492			528
Operating profit		34			85
Other expense (income), net		42			(16	)
Operating (loss) profit								(6	)		42			28			127
Other expense, net								29			35			71			19
Interest expense		17			17			18			18			35			35
(Loss) income before taxes		(25	)		84			(53	)		(11	)		(78	)		73
Tax (benefit) expense		(4	)		36
Tax expense								23			-			19			36
Net (loss) income	$	(21	)	$	48		$	(76	)	$	(11	)	$	(97	)	$	37
Weighted Average Number of Common Shares Outstanding (in thousands)
Basic		122,962			122,570			123,203			122,700			123,083			122,635
Diluted		122,962			123,472			123,203			122,700			123,083			123,490
(Loss) Earnings Per Share
Basic	$	(0.17	)	$	0.39		$	(0.62	)	$	(0.09	)	$	(0.79	)	$	0.30
Diluted	$	(0.17	)	$	0.39		$	(0.62	)	$	(0.09	)	$	(0.79	)	$	0.30

The unaudited Notes to Consolidated Interim Financial Statements are an integral part of these statements.

	Three Months Ended					Three Months Ended						Six Months Ended
	March 31,					June 30,						June 30,
	2020			2019		2020			2019			2020			2019
Net (loss) income	$	(21	)	$	48	$	(76	)	$	(11	)	$	(97	)	$	37
Other comprehensive (loss) income, net of tax
Other comprehensive income (loss), net of tax
Foreign exchange translation adjustment		(66	)		6		44			(4	)		(22	)		2
Total other comprehensive (loss) income, net of tax		(66	)		6
Total other comprehensive income (loss), net of tax							44			(4	)		(22	)		2
Comprehensive (loss) income	$	(87	)	$	54	$	(32	)	$	(15	)	$	(119	)	$	39

The unaudited Notes to Consolidated Interim Financial Statements are an integral part of these statements.

	March 31,			December 31,			June 30,			December 31,
	2020			2019			2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	338		$	122		$	362		$	122
Accounts receivable – net		820			817			704			817
Inventories – net		671			671			614			671
Other current assets		164			175			163			175
Total current assets		1,993			1,785			1,843			1,785
Property, plant and equipment – net		304			316			311			316
Goodwill		2,612			2,642			2,638			2,642
Other assets		378			385			374			385
Total assets	$	5,287		$	5,128		$	5,166		$	5,128
LIABILITIES
Current liabilities:
Accounts payable	$	906		$	920		$	811		$	920
Current maturities of long-term debt		382			22
Current maturities of debt								287			22
Accrued liabilities		467			552			564			552
Total current liabilities		1,755			1,494			1,662			1,494
Long-term debt		1,149			1,158			1,140			1,158
Obligations payable to Honeywell		592			594
Obligations payable to Honeywell under Indemnification Agreements								585			594
Other liabilities		270			280			284			280
COMMITMENTS AND CONTINGENCIES (Note 13)
EQUITY
Common stock, $0.001 par value, 700,000 shares authorized, 123,874 and 123,121 shares issued and outstanding as of March 31, 2020, 123,488 and 122,873 shares issued and outstanding as of December 31, 2019, respectively		-			-
Common stock, $0.001 par value, 700,000 shares authorized, 124,230 and 123,378 shares issued and outstanding as of June 30, 2020, 123,488 and 122,873 shares issued and outstanding as of December 31, 2019, respectively								-			-
Additional paid-in capital		1,768			1,761			1,775			1,761
Treasury stock, at cost		(4	)		(3	)		(5	)		(3	)
Retained earnings		17			38
Retained (deficit) earnings								(59	)		38
Accumulated other comprehensive (loss)		(260	)		(194	)		(216	)		(194	)
Total equity		1,521			1,602			1,495			1,602
Total liabilities and equity	$	5,287		$	5,128		$	5,166		$	5,128

The unaudited Notes to Consolidated Interim Financial Statements are an integral part of these statements.

	Three Months Ended						Six Months Ended
	March 31,						June 30,
	2020			2019			2020			2019
Cash flows used for operating activities:
Cash flows provided by (used for) operating activities:
Net (loss) income	$	(21	)	$	48		$	(97	)	$	37
Adjustments to reconcile net (loss) income to net cash used for operating activities:
Adjustments to reconcile net (loss) income to net cash provided by (used for) operating activities:
Depreciation and amortization		21			16			42			36
Restructuring charges, net of payments		5			-			6			14
Stock compensation expense		7			7			14			14
Other		12			3			21			6
Changes in assets and liabilities:
Accounts receivable		(17	)		(17	)		113			(7	)
Inventories – net		(6	)		(72	)		58			(95	)
Other current assets		10			(16	)		13			(8	)
Accounts payable		(1	)		70			(109	)		25
Accrued liabilities		(80	)		(6	)		8			(17	)
Obligations payable to Honeywell		(2	)		(49	)
Obligations payable to Honeywell under Indemnification Agreements								(9	)		(48	)
Other		(2	)		6			11			6
Net cash used for operating activities		(74	)		(10	)
Net cash provided by (used for) operating activities								71			(37	)
Cash flows used for investing activities:
Expenditures for property, plant, equipment and other intangibles		(16	)		(15	)		(31	)		(38	)
Cash paid for acquisitions, net of cash acquired		(35	)		(6	)		(35	)		(17	)
Net cash used for investing activities		(51	)		(21	)		(66	)		(55	)
Cash flows provided by (used for) financing activities:
Net proceeds from revolving credit facility		350			-			250			-
Repayment of long-term debt		-			(6	)		(6	)		(11	)
Non-operating obligations paid to Honeywell, net		-			(15	)		(1	)		(18	)
Tax payments related to stock vestings		(1	)		(2	)		(2	)		(2	)
Net cash provided by (used for) financing activities		349			(23	)		241			(31	)
Effect of foreign exchange rate changes on cash and cash equivalents		(8	)		1			(6	)		-
Net increase (decrease) in cash and cash equivalents		216			(53	)		240			(123	)
Cash and cash equivalents at beginning of period		122			265			122			265
Cash and cash equivalents at end of period	$	338		$	212		$	362		$	142

The unaudited Notes to Consolidated Interim Financial Statements are an integral part of these statements.

	Common Shares		Treasury Shares		Common Stock		Treasury Stock			Additional Paid- In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
Three Months Ended June 30, 2020																					Common Shares		Treasury Shares		Common Stock		Treasury Stock			Additional Paid- In Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Loss			Total Equity
Balance at March 31, 2020																						123,121		752	$	-	$	(4	)	$	1,768	$	17		$	(260	)	$	1,521
Net loss																						-		-		-		-			-		(76	)		-			(76	)
Other comprehensive income, net of tax																						-		-		-		-			-		-			44			44
Issuance of common stock under stock-based compensation plans, net of shares withheld for employee taxes																						257		100		-		(1	)		-		-			-			(1	)
Stock-based compensation																						-		-		-		-			7		-			-			7
Balance at June 30, 2020																						123,378		852	$	-	$	(5	)	$	1,775	$	(59	)	$	(216	)	$	1,495

Three Months Ended June 30, 2019																					Common Shares		Treasury Shares		Common Stock		Treasury Stock			Additional Paid- In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
Balance at March 31, 2019																						122,686		552	$	-	$	(2	)	$	1,727	$	50		$	(183	)	$	1,592
Net loss																						-		-		-		-			-		(11	)		-			(11	)
Other comprehensive loss, net of tax																						-		-		-		-			-		-			(4	)		(4	)
Issuance of common stock under stock-based compensation plans, net of shares withheld for employee taxes																						24		6		-		-			-		-			-			-
Stock-based compensation																						-		-		-		-			7		-			-			7
Adjustments due to Spin-Off																						-		-		-		-			9		-			-			9
Balance at June 30, 2019																						122,710		558	$	-	$	(2	)	$	1,743	$	39		$	(187	)	$	1,593

Six Months Ended June 30, 2020																					Common Shares		Treasury Shares		Common Stock		Treasury Stock			Additional Paid- In Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Loss			Total Equity
Balance at December 31, 2019																						122,873		615	$	-	$	(3	)	$	1,761	$	38		$	(194	)	$	1,602
Net loss																						-		-		-		-			-		(97	)		-			(97	)
Other comprehensive loss, net of tax																						-		-		-		-			-		-			(22	)		(22	)
Issuance of common stock under stock-based compensation plans, net of shares withheld for employee taxes																						505		237		-		(2	)		-		-			-			(2	)
Stock-based compensation																					-		-			-		-			14		-		-				14
Balance at June 30, 2020																						123,378		852	$	-	$	(5	)	$	1,775	$	(59	)	$	(216	)	$	1,495

Six Months Ended June 30, 2019																					Common Shares		Treasury Shares		Common Stock		Treasury Stock			Additional Paid- In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
Balance at December 31, 2018		122,499		468	$	-	$	-		$	1,720	$	2		$	(189	)	$	1,533			122,499		468	$	-	$	-		$	1,720	$	2		$	(189	)	$	1,533
Net income		-		-		-		-			-		48			-			48			-		-		-		-			-		37			-			37
Other comprehensive income, net of tax		-		-		-		-			-		-			6			6			-		-		-		-			-		-			2			2
Issuance of common stock under stock-based compensation plans, net of shares withheld for employee taxes		187		84		-		(2	)		-		-			-			(2	)		211		90		-		(2	)		-		-			-			(2	)
Stock-based compensation		-		-		-		-			7		-			-			7		-		-			-		-			14		-		-				14
Balance at March 31, 2019		122,686		552	$	-	$	(2	)	$	1,727	$	50		$	(183	)	$	1,592

Balance at December 31, 2019		122,873		615	$	-	$	(3	)	$	1,761	$	38		$	(194	)	$	1,602
Net loss		-		-		-		-			-		(21	)		-			(21	)
Other comprehensive loss, net of tax		-		-		-		-			-		-			(66	)		(66	)
Issuance of common stock under stock-based compensation plans, net of shares withheld for employee taxes		248		137		-		(1	)		-		-			-			(1	)
Stock-based compensation	-		-			-		-			7		-		-				7
Balance at March 31, 2020		123,121		752	$	-	$	(4	)	$	1,768	$	17		$	(260	)	$	1,521
Adjustments due to Spin-Off																						-		-		-		-			9		-			-			9
Balance at June 30, 2019																						122,710		558	$	-	$	(2	)	$	1,743	$	39		$	(187	)	$	1,593

The unaudited Notes to Consolidated Interim Financial Statements are an integral part of these statements.

Resideo Technologies, Inc. (“Resideo” or “the Company”), is a global provider of products, software, solutions and technologies that help homeowners stay connected and in control of their comfort, security and energy use. The Company is a leader in the home heating, ventilation and air conditioning controls and security markets, and a leading global distributor of low-voltage electronic and security products.

The Company was incorporated in Delaware on April 24, 2018. The Company 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 the Company’s common stock to shareholders of Honeywell (the “Spin-Off”). On October 29, 2018, Honeywell’s shareholders of record as of October 16, 2018 (“Record Date”) received one share of the Company’s common stock, par value $0.001 per share, for every six shares of Honeywell’s common stock, par value $1.00 per share, held as of the Record Date, and cash for any fractional shares of the Company’s common stock. The Company began trading “regular way” under the ticker symbol “REZI” on the New York Stock Exchange on October 29, 2018.

In connection with the separation, Resideo and Honeywell entered into a Honeywell Reimbursement Agreement, a Tax Matters Agreement (collectively, the “Indemnification Agreements”) and a Trademark Agreement (each as defined in Note 13. Commitments and Contingencies), a Separation and Distribution Agreement, an Employee Matters Agreement, a Transition Services Agreement, and a Patent Cross-License Agreement. The agreements govern the relationship between Resideo and Honeywell following the separation and provide for the allocation of various assets, liabilities, rights and obligations. These agreements also include arrangements for transition services to be provided by Honeywell to Resideo and by Resideo to Honeywell.

Prior to the Spin-Off, Honeywell provided certain services, such as legal, accounting, information technology, human resources and other infrastructure support, on behalf of the Company. After the Spin-Off, a number of services have continued under a Transition Services Agreement with Honeywell, which the Company expenses as incurred based on the contractual pricing terms.

The Company’s financial statements are presented on a consolidated basis (collectively, the “Interim Financial Statements”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions have been eliminated for all periods presented. The Interim Financial Statements are unaudited; however, in the opinion of management, they contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to state fairly the financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP applicable to interim periods.

In periods subsequent to the Spin-Off, we ~~may~~ have made and may continue to make adjustments to balances transferred at the Spin-Off, including adjustments to the classification of assets or liabilities transferred. Any such adjustments are recorded directly to equity in Adjustments due to the Spin-Off and are considered immaterial.

The Company reports its quarterly financial information using a calendar convention; the first, second and third quarters are consistently reported as ending on March 31, June 30 and September 30. It is the Company’s practice to establish actual quarterly closing dates using a predetermined fiscal calendar, which requires its businesses to close their books on the last Saturday of the month in order to minimize the potentially disruptive effects of quarterly closing on business processes. The effects of this practice are generally not significant to

reported results for any quarter and only exist within a reporting year. In the event that differences in actual closing

dates are material to year-over-year comparisons of quarterly or year-to-date results, the Company will provide appropriate disclosures. Actual closing dates for the three and six months ended ~~March 31,~~June 30, 2020 and 2019 were ~~March 28,~~June 27, 2020 and ~~March 30,~~June 29, 2019, respectively.

On January 1, 2020, the Company changed its classification of research and development expenses in the Consolidated Interim Statements of Operations from Cost of goods sold to Selling, general and administrative expenses, such that research and development expenses are excluded from the calculation of Gross profit. The impact on the ~~March 31,~~June 30, 2019 Consolidated Interim Statement of Operations is a reduction of Cost of goods sold, an increase in Gross profit and an increase in Selling, general and administrative expenses for the three and six months ended June 30, 2019 of ~~$19 million.~~$27 million and $46 million, respectively. This reclassification had no effect on the previously reported Net (loss) income or the Company’s Consolidated Interim Statements of Comprehensive ~~(loss) income,~~(Loss) Income, Consolidated Interim Statements of Cash flows, or Consolidated Interim Balance sheets.

The Company’s accounting policies are set forth in “Note 2. Summary of Significant Accounting Policies” of the Company’s Notes to Consolidated and Combined Financial Statements included in the 2019 Annual Report on Form 10-K. Included herein are certain updates to those policies.

~~In December 2019, a novel coronavirus disease (“COVID-19”) was reported and in January 2020, the~~The World Health Organization (“WHO”) declared itthe novel coronavirus disease ("COVID-19") a ~~Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase~~pandemic in ~~the number of cases and affected countries, and on~~ March ~~11, 2020, the WHO characterized COVID-19 as a pandemic.~~2020. The broader implications of COVID-19 on the Company’s results of operations and overall financial performance remain uncertain. The Company has and may continue to experience constrained supply or slowed customer demand that could materially adversely impact the Company’s business, results of operations and overall financial performance in future periods. See “Item 1A. Risk Factors” for further discussion of the possible impact of the COVID-19 pandemic on the Company’s business. As there remains a high degree of uncertainty around the impacts of the COVID-19 pandemic, the Company addresses and evaluates the impacts frequently. At ~~March 31,~~June 30, 2020, the Company believes that the accounting policies most likely to be affected by the COVID-19 pandemic are the following:

Use of Estimates—The preparation of the Company’s Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and related disclosures in the accompanying Notes to Consolidated Financial Statements. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of changes are reflected in the Consolidated Financial Statements in the period they are determined to be necessary. Estimates are used when accounting for stock-based compensation, pension benefits, contingent consideration, indemnification liabilities, goodwill and intangible assets, and valuation allowances for ~~receivables and~~accounts receivable, inventory, ~~reserves,~~ deferred tax assets, and the amounts of revenue and expenses reported during the period. The Company has used information available to identify potential impacts caused by the COVID-19 pandemic at ~~March 31,~~June 30, 2020 in these estimates.

Goodwill— ~~Determining~~The Company has determined that it is not more likely than not that the carrying value of goodwill exceeds the fair value of a reporting unit involves the use of significant estimates and assumptions. For the 2019 annual impairment test, the Company used a weighting of fair values derived from the income approach and market approach. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. The income approach requires the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows, assumed

terminal value and appropriate discount rates. Under the market approach, the Company utilizes the public company guideline method. As a corroborative source of information, the Company reconciles the estimated fair value of its reporting units to within a reasonable range of its market capitalization, which includes an assumed control premium to verify the reasonableness of the fair value of its reporting units.

~~The Company believes the estimates and assumptions used in the calculations are reasonable and have not significantly changed considering the expected impacts of the COVID-19 pandemic.~~at June 30, 2020. However, the extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, depending upon the severity and duration of the outbreak, and the effectiveness of actions taken globally to contain or mitigate its effects. Any resulting financial impact cannot be estimated reasonably at this time but may materially adversely affect our business and financial results. It is ~~possible~~likely that, during the remainder of 2020 ~~business~~and possibly beyond, macroeconomic conditions will be volatile and could ~~further deteriorate to a greater extent than we currently anticipate and if~~impact our business. If there ~~was~~is an adverse change in ~~the~~ facts and circumstances, then animpairment charge may be necessary in the future. Specifically, the fair value of our Products & Solutions reporting unit, with goodwill of approximately ~~$1,978~~$1,997 million at June 30, 2020, exceeded its carrying value by 10% and therefore is highly sensitive to adverse changes in the facts and circumstances that could result in a possible future impairment. Should the fair value of the Company’s reporting units fall below its carrying amount because of reduced operating performance, market declines, changes in the discount rate, a more significant impact than expected from the COVID-19 pandemic, or other conditions, charges for impairment may be necessary. The Company regularly monitors its reporting units to determine if there is an indicator of potential impairment.

Recent Accounting Pronouncements—The Company considers 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 the Company’s consolidated financial position or results of operations.

In ~~February 2018, the FASB issued ASU No. 2018-02,~~ ~~Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income~~, which allows for an entity to elect to reclassify, to retained earnings, the one-time income tax effects stranded in accumulated other comprehensive income (AOCI) resulting from the U.S. Tax Cuts and Jobs Act (“U.S. Tax Reform”). An entity that elects to make this reclassification must consider all items in AOCI that have tax effects stranded as a result of the tax rate change and must disclose the reclassification of these tax effects as well as the entity’s policy for releasing income tax effects from AOCI. The ASU may be applied either retrospectively or as of the beginning of the period of adoption. The Company adopted the standard on January ~~1, 2019 using~~ 2020, the ~~aggregate portfolio accounting policy for recognizing the disproportionateincome tax effects in AOCI and has elected not to reclassify the stranded income tax effects of U.S. Tax Reform from AOCI to retained earnings.~~

~~The~~ Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which provides guidance designed to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. From November 2018 to November 2019, amendments to Topic 326 were issued to clarify numerous accounting topics. When determining such expected credit losses, the guidance requires companies to apply a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Adoption of this pronouncement did not have a material financial statement impact.

In August 2018, the FASB issued guidance that amends the current disclosure requirements regarding defined benefit pensions and other post retirement plans and allows for the removal of certain disclosures, while adding certain new disclosure requirements. This standard is effective for fiscal years beginning after December 15, 2020 and allows for early adoption. The Company will adopt on January 1, 2021 and does not expect this new standard to have a significant impact to its disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). This ASU simplifies the accounting for income taxes by, among other things, eliminating certain existing exceptions related to the general approach in ASC 740 relating to franchise taxes, reducing complexity in the interim-period accounting for year-to-date loss limitations and changes in tax laws, and clarifying the accounting for transactions outside of business combination that result in a step-up in the tax basis of goodwill. The transition requirements are primarily prospective and the effective date for Resideo is January 1, 2021, with early adoption permitted. The Company early adopted the provisions of this guidance on January 1, 2020. Adoption of this guidance did not have a material financial statement impact.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which is optional guidance related to reference rate reform that provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for our Term Loans and Revolving Credit Facility, which use LIBOR as a reference rate, and is effective immediately, but is only available through December 31, 2022. Refer to “Note 10. Long-term Debt and Credit Agreement” for further details on our Term Loans and Revolving Credit Facility. The Company is currently evaluating the potential impact of this standard on ~~our condensed and~~its consolidated financial statements.

The details of the earnings per share calculations for the three and six months ended ~~March 31,~~June 30, 2020 and 2019 are as follows:

	Three Months Ended					Three Months Ended						Six Months Ended
	March 31,					June 30,						June 30,
Basic:	2020			2019		2020			2019			2020			2019
Net (loss) income	$	(21	)	$	48	$	(76	)	$	(11	)	$	(97	)	$	37
Weighted average common shares outstanding (in thousands)		122,962			122,570		123,203			122,700			123,083			122,635
(Loss) earnings per share - Basic	$	(0.17	)	$	0.39	$	(0.62	)	$	(0.09	)	$	(0.79	)	$	0.30

~~(Loss) earnings per sharefor March 31, 2020 and 2019, excludes 752.4 and 552.0 of treasury shares, respectively.~~

Diluted earnings per 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 treasury stock method and the average market price of our common stock for the three and six months ended ~~March 31,~~June 30, 2020 and 2019. In periods where the Company has a net loss, 0 dilutive common shares are included in the calculation for diluted shares as they are considered anti-dilutive. For the three and six months ended ~~March 31,~~June 30, 2020, average options and other rights to purchase approximately ~~4.5~~4.7 million and 4.1 million shares of common stock, respectively, were outstanding, all of which were anti-dilutive during the three and six months ended ~~March 31,~~June 30, 2020, and therefore excluded from the computation of diluted earnings per common share. As of March 31, 2019, options and other rights to purchase approximately 1.8 million shares of common stock were outstanding, all of which were anti-dilutive during the three months ended March 31, 2019, and therefore excluded from the computation of diluted income per common share. In addition, an average of approximately ~~0.4~~0.6 million and ~~0.3~~0.5 million shares of performance-based unit awards are excluded from the computation of diluted earnings per common share for the three and six months ended ~~March 31,~~June 30, 2020 as the contingency has not been satisfied. For the three and six months ended June 30, 2019, options and other rights to purchase approximately 1.5 million and 1.4 million shares of common stock, respectively, were outstanding, all of which were anti-dilutive during the three and six months ended June 30, 2019, and therefore excluded from the computation of diluted income per common share. An average of approximately 0.3 million and 0.2 million shares of performance-based unit awards are excluded from the computation of diluted earnings per common share for the three and six months ended 2019, respectively, as the contingency has not been ~~satisfied at March 31, 2020 and 2019.~~satisfied.

On February 10, 2020, the Company completed the acquisition of privately held Herman ProAV, a leading provider and distributer of professional audio-visual products, procurement services and labor resources to systems integrators in the commercial audio-visual industry. The purchase price paid for this acquisition was approximately $36 million. In connection with this acquisition, the Company recognized goodwill and intangible assets of $4 million and $18 million, respectively. This acquisition was integrated into and builds upon ADI Global Distribution’s product portfolio and expands its presence in the pro-AV market. The Herman ProAV acquisition agreements include deferred payments for certain individuals that are contingent upon employment as well as financial performance. The Company determined that these deferred payments are accounted for as compensation expense over the requisite service period. The Company is ~~still assessing~~substantially complete with the ~~final~~ allocation of ~~the~~ purchase price, however, amounts are still subject to ~~the assets and liabilities of the business.~~finalization. Pro-forma disclosures are not provided as the acquisition has an immaterial financial statement impact.

	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2020		2019		2020		2019		2020		2019
U.S. and Canada	$	576	$	536	$	532	$	579	$	1,108	$	1,115
EMEA ⁽¹⁾		114		115		95		112		209		227
APAC ⁽²⁾		14		14		4		14		18		28
ADI Global Distribution		704		665		631		705		1,335		1,370
Comfort		230		272		198		271		428		543
Security		122		132		115		137		237		269
Residential Thermal Solutions		123		147		85		129		208		276
Products & Solutions		475		551		398		537		873		1,088
Net revenue	$	1,179	$	1,216	$	1,029	$	1,242	$	2,208	$	2,458

The Company recognizes the majority of its revenue from performance obligations outlined in contracts with its customers that are satisfied at a point in time. ~~Less than~~Approximately 3% of the Company’s revenue is satisfied over time. As of ~~March 31,~~June 30, 2020, and 2019 contract assets and liabilities ~~are~~were not material.

During the fourth quarter of 2019, the Company announced commencement of a comprehensive ~~operational~~financial and ~~financial~~operational review focused on product cost, gross margin improvement, and general and administrative expense simplification. The review is being overseen by the Strategic and Operational Committee of ~~our~~the board, comprised of independent directors. ~~We have~~The Company retained industry-recognized experts in supply chain optimization and organizational excellence to assist in the review. Certain restructuring actions have been and are continuing to be implemented under this program as well as previous programs. ~~For the three months ended March 31, 2020,~~Products & Solutions segment restructuring and related expenses for the ~~Products & Solutions segment~~three and six months ended June 30, 2020 were $9 million and $17 million, respectively, and for both the three and six months ended June 30, 2019, restructuring and related expense were $19 million. ADI Global Distribution segment restructuring and related expenses for the three and six months ended June 30, 2020 were $8$2 million and $1$3 million, respectively, and for both the three and six months ended June 30, 2019, restructuring and related expenses were $6 million. Restructuring and related expenses for all periods are primarily related to severance. ~~There were 0 material restructuring charges for the three months ended March 31, 2019.~~

The following table summarizes the pretax distribution of total net restructuring charges by unaudited Consolidated Statements of Operations classification:

	Three Months Ended		Three Months Ended				Six Months Ended
	March 31,		June 30,				June 30,
	2020		2020		2019		2020		2019
Cost of goods sold	$	3	$	4	$	13	$	7	$	13
Selling, general and administrative expenses		6		7		12		13		12
	$	9	$	11	$	25	$	20	$	25

The following table summarizes the status of total restructuring reserves related to severance cost included in Accrued liabilities in the unaudited Consolidated Balance Sheets:

		Three Months Ended			Six Months Ended
		March 31,			June 30,
		2020			2020
Beginning of period	Beginning of period	$	19		$	19
Charges	Charges		9			20
Usage – cash			(4	)
Usage – cash payments						(14	)
End of period	End of period	$	24		$	25

The Company recorded a tax ~~benefit~~expense of $4$23 million and $19 million for the three and six months ended ~~March 31, 2020.~~June 30, 2020, respectively.

For interim periods, income tax is equal to the total of (1) year-to-date pretax income multiplied by our forecasted effective tax rate plus (2) tax expense items specific to the period. In situations where we expect to report losses ~~that~~for which we do not expect to receive a tax ~~benefit,~~benefits, we are required to apply separate forecasted effective tax rates to those jurisdictions rather than including them in the consolidated forecasted effective tax rate. In situations in which our forecasted effective tax rate is highly sensitive to changes in forecasted pretax income/loss, we are required to use year-to-date actual amounts, while still observing the ‘tax benefit of losses’ rule above, to calculate income tax for the interim period. For the three and six months ended June 30, 2020, the calculation of income tax expense was governed by this set of rules.

For the three months ended March 31, 2020, income tax expense was impacted by this set of rules, resulting in an additional cost of $1 million compared to what would have been recorded under the general rule on a consolidated basis.

~~For the three months ended March 31,~~June 30, 2020, the net tax ~~benefit~~expense of $4$23 million was driven by interim period tax expense of $25 million based on year-to-date actual amounts, offset by a tax benefit specific to the period of approximately ~~$17~~$2 million consisting primarily of a $3 million tax benefit for changes in estimates related to ~~$15 million for valuation allowances in foreign jurisdictions and $2 million related to the estimated tax impact of the CARES Act on~~ prior years, which was partially offset by ~~the impact~~tax expense for share-based excess cost of ~~our estimated annual effective tax rate applied to pre-tax losses.~~$1 million. 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, non-deductible expenses, and U.S. taxation of foreign earnings.

	March 31,			December 31,			June 30,			December 31,
	2020			2019			2020			2019
Raw materials	$	155		$	154		$	170		$	154
Work in process		18			18			18			18
Finished products		569			568			501			568
Inventory reserves		(71	)		(69	)		(75	)		(69	)
	$	671		$	671		$	614		$	671

	March 31,		December 31,		June 30,		December 31,
	2020		2019		2020		2019
Obligations payable to Honeywell	$	140	$	140
Obligations payable to Honeywell under Indemnification Agreements					$	175	$	140
Taxes payable		40		66		55		66
Compensation, benefit and other employee-related		49		66		74		66
Customer rebate reserve		35		78		45		78
Other		203		202		215		202
	$	467	$	552	$	564	$	552

Refer to “Note 13. Commitments and Contingencies” for further details on Obligations payable to ~~Honeywell.~~Honeywell under Indemnification Agreements.

The Company’s debt at ~~March 31,~~June 30, 2020 and December 31, 2019 consisted of the following:

	March 31,			December 31,			June 30,			December 31,
	2020			2019			2020			2019
6.125% notes due 2026	$	400		$	400		$	400		$	400
Five-year variable rate term loan A due 2023		333			333			328			333
Seven-year variable rate term loan B due 2025		470			470			469			470
Revolving Credit Facility		350			-			250			-
Unamortized deferred financing costs		(22	)		(23	)
Unamortized deferred financing costs and debt discounts								(20	)		(23	)
Total outstanding indebtedness		1,531			1,180			1,427			1,180
Less: amounts due within one year		382			22			287			22
Total long-term debt due after one year	$	1,149		$	1,158		$	1,140		$	1,158

~~In October of 2018, the Company issued $400 million in principal amount of its 6.125% senior unsecured notes (the “Senior Notes”), entered into term loan facilities in the form of a~~ ~~seven-year~~ ~~LIBOR plus 2.25% senior secured first-lien term B loan facility in an aggregate principal amount of $475 million and a~~ ~~five-year~~ ~~LIBOR plus 2.25% senior secured first-lien term A loan facility in an aggregate principal amount of $350 million~~ ~~(the “Term Loans”) and established a~~ ~~five-year~~ ~~senior secured first-lien revolving credit facility in an aggregate principal amount of $350 million (the "Revolving Credit Facility")~~. The interest rate on the Revolving Credit Facility borrowings are based on, at the option of the Company, either (i) the rate of interest last quoted by The Wall Street Journal as the “prime rate” in the United States, (ii) the greater of the federal funds effective rate and the overnight bank funding rate, plus 0.75% and (iii) the one month adjusted LIBOR rate, plus 1.25% per annum.

On November 26, 2019, the Company entered into a First Amendment to the Credit Agreement (the “Credit Agreement Amendment”). The Credit Agreement Amendment amended the ~~Term Loans~~five-year variable rate term loan A due 2023 (the “Term A Loan Facility”), the seven-year variable rate term loan B due 2025 (the “Term B Loan Facility” and ~~Revolving~~together, the “Term Loans”) and the five-year senior secured first-lien revolving credit facility (the “Revolving Credit ~~Facility~~Facility”) credit agreement (the “Credit Agreement”) to, among other things: (i) increase the levels of the maximum consolidated total leverage ratio under the Credit Agreement, to not greater than 5.25 to 1.00 for the quarter ended December 31, 2019, with step-downs to 4.75 to 1.00 starting in the quarter ending December 31, 2020, 4.25 to 1.00 starting in the quarter ending December 31, 2021, and 3.75 to 1.00 starting in the quarter ending December 31, 2022; (ii) increase each applicable interest rate margin on loans outstanding after the first amendment effective date by 25 basis points per annum, 2.25% per annum (for LIBOR loans) and 1.25% per annum (for ABR loans) in respect of the Term B Loan Facility, and based on our leverage ratio, from 2.25% per annum to 1.75% per annum (for LIBOR loans) and 1.25% to 0.75% per annum (for ABR loans) for the Term A Loan Facility and the Revolving Credit Facility; and (iii) modify the defined terms “Consolidated EBITDA” and “Pro Forma Basis” set forth in the Credit Agreement. The Revolving Credit Facility can also be based on the rate of interest last quoted by The Wall Street Journal as the “prime rate” in the United States.

As of ~~March 31,~~June 30, 2020, there were ~~$350~~$250 million of borrowings and 0 of letters of credit issued under the $350 million Revolving Credit Facility. The Company assessed the amount recorded under the Term Loans, the ~~Senior Notes,~~6.125% senior unsecured notes (the “Senior Notes”), and the Revolving Credit ~~Facility and~~Facility. The Company determined that the Revolving Credit Facility approximated fair value. The senior secured first-lien ~~term~~Term A ~~loan facility,~~Loan Facility, senior secured first-lien ~~term~~Term B ~~loan facility~~Loan Facility and the Senior Notes’ fair values are approximately ~~$308, $375~~$313, $453 and ~~$348~~$388 million, respectively. The fair values of the debt are based on the quoted inactive prices and are therefore classified as Level 2 within the valuation hierarchy.

At ~~March 31,~~June 30, 2020, the interest rate for the Term Loans was ~~4.20%~~2.56% and the weighted average interest rate for the Revolving Credit Facility was ~~3.17%~~2.44%. The interest expense for the Revolving Credit Facility, Term Loans and Senior Notes during the three and six months ended ~~March 31,~~June 30, 2020 was ~~$17~~$18 million and $35 million, respectively, which includes the amortization of deferred financing costs and debt discounts.

For more information, please refer to “Note 15. Long-term Debt and Credit Agreement” in our 2019 Annual Report on Form 10-K.

The Company is party to operating leases for the majority of its manufacturing sites, offices, engineering and lab sites, stocking locations, warehouses, automobiles, and certain equipment. Certain of the Company’s real estate leases include variable rental payments which adjust periodically based on inflation, and certain automobile

lease agreements include rental payments which fluctuate based on mileage. Generally, the Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company’s operating lease costs for the three and six months ended ~~March 31,~~June 30, 2020 and 2019 consisted of the following:

	Three Months Ended March 31,				Three Months Ended				Six Months Ended
	2020		2019		June 30,				June 30,
					2020		2019		2020		2019
Cost of goods sold					$	4	$	4	$	8	$	8
Selling, general & administrative	$	10	$	8		10		9		20		17
Cost of goods sold		4		4
Total operating lease costs	$	14	$	12	$	14	$	13	$	28	$	25

Total operating lease costs include variable lease costs of $3$4 million and $7 million, respectively, for the three and six months ended ~~March 31,~~June 30, 2020. For the three and ~~2019.~~six months ended June 30, 2019, total operating lease costs included variable lease costs of $2 million and $5 million, respectively. Total operating lease costs also include offsetting sublease income which is immaterial for the three and six months ended ~~March 31,~~June 30, 2020 and 2019.

	Financial Statement Line Item	At March 31, 2020		At December 31, 2019		Financial Statement Line Item	At June 30, 2020		At December 31, 2019
Operating right-of-use assets	Other assets	$	129	$	137	Other assets	$	129	$	137
Operating lease liabilities - current	Accrued liabilities	$	32	$	31	Accrued liabilities	$	30	$	31
Operating lease liabilities - noncurrent	Other liabilities	$	105	$	111	Other liabilities	$	106	$	111

	At March 31, 2020			At June 30, 2020
2020	$	28		$	19
2021		35			37
2022		30			32
2023		23			25
2024		12			14
Thereafter		32			35
Total lease payments		160			162
Less: imputed interest		23			26
Present value of operating lease liabilities	$	137		$	136
Weighted-average remaining lease term (years)		5.64			5.58
Weighted-average incremental borrowing rate		5.89	%		6.11	%

Supplemental cash flow information related to the Company’s operating leases was as follows:

	Three Months Ended March 31,				Six Months Ended June 30,
	2020		2019		2020		2019
Operating cash outflows	$	7	$	9	$	15	$	18
Operating right-of-use assets obtained in exchange for operating lease liabilities	$	5	$	12	$	10	$	38

As of ~~March 31,~~June 30, 2020, the Company has additional operating leases that have not yet commenced. Obligations under these leases are not material. Additionally, as a lessor, the Company leases all or a portion of certain owned properties. Rental income for the three and six months ended ~~March 31,~~June 30, 2020 and 2019 was not material.

During the ~~three~~six months ended ~~March 31,~~June 30, 2020, as part of the Company’s annual long-term compensation under the 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates and the 2018 Stock Incentive Plan for Non-Employee Directors of Resideo Technologies, Inc. as may be amended from time to time (together, the “Stock Incentive Plan”), it granted ~~545,588~~786,692 performance-based RSUs and ~~1,056,354~~1,977,494 time-based RSUs to eligible employees. The weighted average grant date fair value per share for these shares was ~~$10.80.~~$8.85.

During the ~~three~~six months ended ~~March 31,~~June 30, 2020, as part of the Company’s annual long-term compensation under the Stock Incentive Plan, ~~650,367~~1,083,665 stock options were granted to eligible employees at a weighted average exercise price per share of ~~$10.27~~$9.17 and weighted average grant date fair value per share of ~~$2.84.~~$2.61.

The Company is subject to various federal, state, local and foreign government requirements relating to the protection of the environment and accrues costs related to environmental matters when it is probable that it has incurred a liability related to a contaminated site and the amount can be reasonably estimated. Environmental-related expenses for sites owned and operated by Resideo are presented within Cost of goods sold for operating sites. For the three and six months ended ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2019, environmental expenses related to these operating sites were not material. Liabilities for environmental ~~cost~~costs were $22 million as of ~~March 31,~~June 30, 2020 and December 31, 2019.

The Company does not currently possess sufficient information to reasonably estimate the amounts of environmental liabilities to be recorded upon future completion of studies, litigation or settlements, and neither the timing nor the amount of the ultimate costs associated with environmental matters can be determined although they could be material to our unaudited consolidated results of operations and operating cash flows in the periods recognized or paid.

On October 29, 2018, in connection with the Spin-Off, the Company entered into an indemnification and reimbursement agreement with Honeywell (the “Honeywell Reimbursement Agreement”) pursuant to which the Company has an obligation to make cash payments to Honeywell in amounts equal to 90% of payments for certain Honeywell environmental-liability payments, which include amounts billed (“payments”), less 90% of Honeywell’s net insurance receipts relating to such liabilities, and less 90% of the net proceeds received by Honeywell in connection with (i) affirmative claims relating to such liabilities, (ii) contributions by other parties relating to such liabilities and (iii) certain property sales (the “recoveries”). The amount payable by the Company in respect of such liabilities arising in respect of any given year is subject to a cap of $140 million (exclusive of any late payment fees up to 5% per annum). The scope of the Company’s current environmental remediation obligations subject to the Honeywell Reimbursement Agreement relates to approximately 230 sites or groups of sites that are undergoing environmental remediation under U.S. federal or state law and agency oversight for contamination associated with Honeywell historical business operations. The ongoing environmental remediation is designed to address

contaminants at upland and sediment sites, which include, among others, metals, organic compounds and polychlorinated biphenyls, through a variety of methods, which include, among others, excavation, capping, in-situ stabilization, groundwater treatment and dredging. In addition, the Company obligations subject to the Honeywell Reimbursement Agreement include certain liabilities with respect to (i) hazardous exposure or toxic tort claims

associated with the specified sites that arise after the Spin-Off, if any, (ii) currently unidentified releases of hazardous substances at or associated with the specified sites, (iii) other environmental claims associated with the specified sites and (iv) consequential damages.

Payments in respect of the liabilities arising in a given year will be made quarterly throughout such year on the basis of an estimate of the liabilities and recoveries provided by Honeywell. Following the end of any such year, Honeywell will provide the Company with a calculation of the amount of payments and the recoveries actually received.

Payment amounts under the Honeywell Reimbursement Agreement will be deferred to the extent that a specified event of default has occurred and is continuing under certain indebtedness, including under the Company’s principal credit agreement, or the payment thereof causes the Company to not be compliant with certain financial covenants in certain indebtedness, including the Company’s principal credit agreement, on a pro forma basis, including the maximum total leverage ratio (ratio of consolidated debt to consolidated EBITDA, which excludes any amounts owed to Honeywell under the Honeywell Reimbursement Agreement), and the minimum interest coverage ratio. A 5% late payment fee will accrue on all amounts that are not otherwise entitled to be deferred under the terms of the Honeywell Reimbursement Agreement, without prejudice to any other rights that Honeywell may have for late payments.

The obligations under the Honeywell Reimbursement Agreement will continue until the earlier of: (1) December 31, 2043; or (2) December 31 of the third consecutive year during which the annual reimbursement obligation (including in respect of deferred payment amounts) has been less than $25 million.

On April 21, 2020, the Company and Honeywell entered into an amendment to the Honeywell Reimbursement Agreement (the "Reimbursement Agreement Amendment"). Pursuant to the Reimbursement Agreement Amendment, certain covenants in Exhibit G of the Reimbursement Agreement were modified to conform, if applicable, to the amended covenants included in the Credit Agreement Amendment. The modified covenants include the leverage ratio, which, consistent with the Credit Agreement Amendment, increased the levels of the maximum consolidated total leverage ratio to not greater than 5.25 to 1.00 for the fiscal quarter ending December 31, 2019, 4.75 to 1.00 starting in the fiscal quarter ending December 31, 2020, 4.25 to 1.00 starting in the fiscal quarter ending December 31, 2021, and 3.75 to 1.00 starting in the fiscal quarter ending December 31, 2022. In addition, under the Reimbursement Agreement Amendment, the parties agreed to defer until no later than July 30, 2020 the $35 million quarterly payment otherwise payable to Honeywell on April 30, 2020. The Reimbursement Agreement Amendment expressly reserves all rights of the parties thereto and their respective affiliates in respect of the Honeywell Reimbursement Agreement and each other contract or agreement between such parties or their affiliates (the “Other Agreements”), and provides that the execution of the amendment does not constitute a waiver of any claims, rights, remedies, defenses, arguments, interpretations or obligations of such parties or their affiliates under or related to the Honeywell Reimbursement Agreement or any Other Agreement. See “Note 16. Subsequent Events" of Notes to Consolidated Interim Financial Statements of this Form 10-Q for a discussion of the Honeywell Reimbursement Agreement.

The following table summarizes information concerning our Honeywell Reimbursement Agreement liabilities:

	Three Months Ended March 31,						Six Months Ended June 30,
	2020			2019			2020			2019
Beginning balance	$	585		$	616		$	585		$	616
Accruals for indemnification liabilities deemed probable and reasonably estimable		34			67			69			103
Reduction ⁽¹⁾		-			(81	)		-			(81	)
Indemnification payment		(35	)		(35	)		(35	)		(70	)
Ending balance	$	584		$	567		$	619		$	568

For the three and six months ended ~~March 31,~~June 30, 2020, ~~and 2019,~~ net expenses ~~(gains)~~ related to the Honeywell Reimbursement Agreement were ~~$34~~$35 million and ~~$(14)~~$69 million, respectively, and for the three and six months ended June 30, 2019, expenses related to the Honeywell Reimbursement Agreement were $36 million and $22 million, respectively, and are recorded in Other expense, net. Honeywell Reimbursement Agreement liabilities are included in the following balance sheet accounts:

	March 31, 2020		December 31, 2019		June 30, 2020		December 31, 2019
Accrued liabilities	$	140	$	140	$	175	$	140
Obligations payable to Honeywell		444		445
Obligations payable to Honeywell under Indemnification Agreements						444		445
	$	584	$	585	$	619	$	585

The Company does not currently possess sufficient information to reasonably estimate the amounts of indemnification liabilities to be recorded upon future completion of studies, litigation or settlements, and neither the timing nor the amount of the ultimate costs associated with environmental matters can be determined although they could be material to our unaudited consolidated results of operations and operating cash flows in the periods recognized or paid.

In connection with the Spin-Off, the Company entered into a tax matters agreement (the “Tax Matters Agreement”) with Honeywell pursuant to which it is responsible and will indemnify Honeywell for all taxes, including income taxes, sales taxes, VAT and payroll taxes, relating to the business for all periods, including periods prior to the consummation of the Spin-Off. As of ~~March 31,~~June 30, 2020 and December 31, 2019, the Company ~~has indemnified~~had an indemnity outstanding to Honeywell for future tax payments of ~~$148~~$141 million and $149 million, which is included in Obligations payable to ~~Honeywell.~~Honeywell under Indemnification Agreements.

In connection with the Spin-Off, the Company and Honeywell entered into a 40-year Trademark License Agreement (the “Trademark Agreement”) that authorizes the Company’s use of certain licensed trademarks in the operation of Resideo’s business for the advertising, sale and distribution of certain licensed products. In exchange, the Company pays a royalty fee of 1.5% on net revenue to Honeywell related to such licensed products which is recorded in Selling, general and administrative expense on the unaudited Consolidated Interim Statements of Operations. For the three and six months ended ~~March 31,~~June 30, 2020 royalty fees were $5 million and $11 million, respectively. For the three and six months ended June 30, 2019, royalty fees were $6 million and $8$13 million, respectively.

In addition, on April 21, 2020, Resideo and Honeywell entered into a First Amendment to the Trademark Agreement (the “Trademark License Amendment”). Pursuant to the Trademark License Amendment, the parties agreed to defer until no later than July 30, 2020 the approximately $6 million royalty payment otherwise payable to Honeywell within 60 days of the end of the quarter ended March 31, 2020. See “Note 16. Subsequent Events" of Notes to Consolidated Interim Financial Statements of this Form 10-Q for a discussion of the Trademark Agreement.

The Company is subject to other lawsuits, investigations and disputes arising out of the conduct of its business, including matters relating to commercial transactions, government contracts, product liability, prior acquisitions and divestitures, employee matters, intellectual property, and environmental, health and safety matters. The Company recognizes a liability for any contingency that is probable of occurrence and reasonably estimable. The Company continually assesses the likelihood of adverse judgments ofor outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. ~~As of March 31, 2020 and December 31, 2019,~~No such matters are material to the ~~Company’s legal reserve was not material.~~

~~Between November 8, 2019 and January 7, 2020, four separate purported class action complaints alleging violations of the federal securities laws were filed against the~~ Company, the Company’s ~~CEO Michael Nefkens, and the Company’s~~ former CFO Joseph Ragan, in the United States District Court for the District of Minnesota (the “Minnesota Court”). On January 27, 2020, the Minnesota Court granted an order on a stipulation addressing various motions for consolidation and appointment of lead plaintiff and lead counsel in the pending actions. By this ruling, the court consolidated the pending actions into a single proceeding styled In re Resideo Technologies, Inc. Securities Litigation, 19-cv-02889. The court also appointed co-lead plaintiffs and co-lead plaintiffs’ counsel. On April 10, 2020, an amended consolidated complaint was filed that named the Company, the Company’s CEO Michael Nefkens, the Company’s former CFO Joseph Ragan, and the Company’s former CIO Niccolo de Masi ~~as defendants.~~are named defendants of a class action securities suit styled In re

Resideo Technologies, Inc. Securities Litigation, 19cv-02889 (the "Securities Litigation"). The ~~complaint~~Securities Litigation is a class action securities suit with the class defined as all persons or entities who purchased or otherwise acquired common stock of Resideo during the class period of October 29, 2018 to November 6, 2019. The complaint asserts claims under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, broadly alleging, among other things, that the defendants (or some of them) made false and misleading statements regarding, among other things, ~~the Company’s~~Resideo’s business, performance, ~~its ability to launch new products, the capacity of its engineering team,~~ the efficiency of its supply chain, operational and ~~resolution of operational~~administrative issues ~~arising~~resulting from the spin-off from ~~Honeywell. Based on these claims,~~Honeywell, certain business initiatives, and financial guidance in 2019. The defendants filed a motion to dismiss the complaint ~~alleges that the Company’s financial guidance lacked a reasonable basis and that the Company was not~~ on ~~track to make its full-year 2019 guidance as originally claimed. The defendants’ response to the complaint~~July 10, 2020. A tentative argument is ~~due June 10,~~scheduled for December 1, 2020. See “Note 19. Commitments and Contingencies” of Notes to Consolidated and Combined Financial Statements in our 2019 Annual Report on Form 10-K for further discussion. The Company intends to vigorously defend against the allegations in the ~~amended consolidated~~Securities Litigation, but there can be no assurance that the defense will be successful.

On July 6, 2020, Jawad A. Ayaz as Trustee of the Shiv Venkatasetty 2016 Trust (“Derivative Plaintiff”) filed a shareholder derivative complaint (the “Derivative Complaint”) against certain current or former directors and officers of the Company (“Derivative Defendants”) in the District Court for the District of Delaware, captioned Ayaz v. Nefkens, 20-cv-00915. Derivative Plaintiff alleges generally that Derivative Defendants breached fiduciary duties owed to the Company by allegedly causing or allowing the Company to make materially false and misleading statements to the public regarding the Company’s business operations and financial prospects. Derivative Plaintiff also alleges that the Company’s 2019 proxy statement was materially false and misleading, in violation of Section 14(a) of the Securities Exchange Act of 1934, and asserts claims of corporate waste and unjust enrichment, among other allegations, and relies on a similar set of facts as alleged in the Securities Litigation. The Derivative Complaint seeks declaratory relief and unspecified money damages on behalf of the Company. On July 28, 2020 certain of the Derivative Defendants filed a stipulation to stay the proceedings pending the resolution of the motion to dismiss in the Securities Litigation. The stipulation is subject to the court’s approval. The Company intends to defend this action vigorously, but there can be no assurance that the defense will be successful.

In the normal course of business, the Company issues product warranties and product performance guarantees. It accrues for the estimated cost of product warranties and 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.

The following table summarizes information concerning recorded obligations for product warranties and product performance guarantees:

	March 31,						Six Months Ended June 30,
	2020			2019			2020			2019
Beginning of period	$	25		$	26		$	25		$	26
Accruals for warranties/guarantees issued during the year		5			5			12			7
Adjustment of pre-existing warranties/guarantees		(3	)		(1	)		(2	)		(2	)
Settlement of warranty/guarantee claims		(4	)		(6	)		(9	)		(8	)
End of period	$	23		$	24		$	26		$	23

The Company sponsors multiple funded and unfunded U.S. and non-U.S. defined benefit pension plans. Pension benefits for many of its U.S. employees are provided through non-contributory, qualified and non-qualified defined benefit plans. It also sponsors defined benefit pension plans which cover non-U.S. employees who are not U.S. citizens, in certain jurisdictions, principally Germany, Austria, Belgium, France, India, Switzerland, and the Netherlands. The pension obligations as of ~~March 31,~~June 30, 2020 and December 31, 2019 were ~~$122~~$129 million and $124 million, respectively, and are included in Other liabilities in the unaudited Consolidated Interim Balance Sheet. Net periodic benefit cost recognized in Comprehensive loss for the three and six months ended June 30, 2020 is $2 million and $4 million, respectively. Net periodic benefit cost recognized in Comprehensive (loss) income for the three and six months ended ~~March 31, 2020 and~~June 30, 2019 iswas $2 million and $1$4 million, respectively.

The components of net periodic benefit costs other than the service cost are included in Other expense, ~~(income),~~ net in the unaudited Consolidated Interim Statements of Operations for the three and six months ended ~~March 31,~~June 30, 2020 and 2019.

The Company globally manages its business operations through 2 reportable operating segments, Products & Solutions and ADI Global Distribution:

Products & Solutions—The Products & Solutions business is a leading global provider of products, software solutions and technologies that help homeowners stay connected and in control of their comfort, security and energy use.

ADI Global Distribution—The ADI Global Distribution business is a leading global distributor of low-voltage electronic and security products.

Segment information is consistent with how management reviews the businesses, makes investing and resource allocation decisions and assesses operating performance.

The Company’s Chief Operating Decision Maker evaluates segment performance based on Segment Adjusted EBITDA. Segment Adjusted EBITDA is defined as segment net (loss) income before income taxes, net interest (income) expense, depreciation and amortization plus environmental expense, Honeywell Reimbursement Agreement expense, stock compensation expense, restructuring charges and other adjustments.

	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2020		2019		2020		2019		2020		2019
Revenue
Total Products & Solutions revenue	$	559	$	622	$	482	$	611	$	1,041	$	1,233
Less: Intersegment revenue		84		71		84		74		168		145
External Products & Solutions revenue		475		551		398		537		873		1,088
External ADI Global Distribution revenue		704		665		631		705		1,335		1,370
Total revenue	$	1,179	$	1,216	$	1,029	$	1,242	$	2,208	$	2,458

	Three Months Ended				Three Months Ended				Six Months Ended
	March 31,				June 30,				June 30,
	2020		2019		2020		2019		2020		2019
Segment Adjusted EBITDA
Products & Solutions	$	53	$	81	$	35	$	75	$	88	$	156
ADI Global Distribution		46		46		28		47		74		93
Segment Adjusted EBITDA	$	99	$	127	$	63	$	122	$	162	$	249

The table below provides a reconciliation of net (loss) income to Segment Adjusted EBITDA:

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2020			2019			2020			2019			2020			2019
Net (loss) income	$	(21	)	$	48		$	(76	)	$	(11	)	$	(97	)	$	37
Net interest expense ⁽¹⁾		17			16			17			17			34			33
Tax (benefit) expense		(4	)		36
Tax expense								23			-			19			36
Depreciation and amortization		21			16			21			20			42			36
Honeywell Reimbursement Agreement net expense (gain) ⁽²⁾		34			(14	)
Honeywell Reimbursement Agreement net expense ⁽²⁾								35			36			69			22
Stock compensation expense ⁽³⁾		7			7			7			7			14			14
Restructuring charges		9			-			11			25			20			25
Other ⁽⁴⁾		36			18			25			28			61			46
Segment Adjusted EBITDA	$	99		$	127		$	63		$	122		$	162		$	249

The Company’s CODM does not use segment assets information to allocate resources or to assess performance of the segments and therefore, total segment assets have not been disclosed.

On July 28, 2020, the Company and Honeywell entered into the Second Reimbursement Agreement Amendment. Pursuant to the Second Reimbursement Agreement Amendment, the parties agreed to further defer until no later than October 30, 2020 the $35 million quarterly payment that was originally due thirty days following the start of the second quarter of 2020 and was previously deferred until no later than July 30, 2020 pursuant to the Reimbursement Agreement Amendment. In connection with the execution of the Second Reimbursement Agreement Amendment, the Company confirmed that it would pay, no later than July 30, 2020, the $35 million quarterly payment that is due thirty days following the start of the third quarter of 2020.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help you understand the results of operations and financial condition of Resideo Technologies, Inc. and its consolidated subsidiaries (“Resideo” or “the Company”, “we”, “us” or “our”) for the three and six months ended ~~March 31,~~June 30, 2020 and should be read in conjunction with the unaudited Consolidated Interim Financial Statements and the notes thereto contained elsewhere in this Form 10-Q. The financial information as of ~~March 31,~~June 30, 2020 should be read in conjunction with the consolidated and combined financial statements for the year ended December 31, 2019 contained in our 2019 Annual Report on Form 10-K (the “2019 Annual Report on Form 10-K”).

We are a leading global provider of products, software solutions and technologies that help homeowners stay connected and in control of their comfort, security and energy use. We are a leader in the home heating, ventilation and air conditioning controls and security markets. We manage our business operations through two segments, Products & Solutions and ADI Global Distribution. Our Products & Solutions segment consist of solutions in Comfort, Residential Thermal Solutions (“RTS”) and Security categories and include temperature and humidity control, thermal, water and air solutions and remote patient monitoring software solutions as well as security panels, sensors, peripherals, wire and cable, communications devices, video cameras, awareness solutions, cloud infrastructure, installation and maintenance tools and related software. Our ADI Global Distribution business is the leading wholesale distributor of low-voltage electronic and security products which include intrusion and smart home, fire, video surveillance, access control, power, audio and video, ProAV, networking, communications, wire and cable, enterprise connectivity and structured wiring. The Products & Solutions segment, which, consistent with our industry, ~~have~~has a higher gross and operating margin profile in comparison to the ADI Global Distribution segment.

Our Chief Operating Decision Maker evaluates segment performance based on Segment Adjusted EBITDA. Segment Adjusted EBITDA is defined as segment net (loss) income before income taxes, net interest expense (income), depreciation and amortization plus or minus environmental expense, expenses related to the indemnification and reimbursement agreement with Honeywell (the “Honeywell Reimbursement Agreement”), stock compensation expense, restructuring charges, other expense, net and other costs not directly related to future ongoing business of the segments, such as costs related to becoming an independent publicly traded company (“the Spin-Off”) on October 29, 2018 and costs related to restructuring programs.

We evaluate our results of operations on both an as reported and constant currency basis. The constant currency presentation, which is a non-GAAP financial measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, thereby facilitating period-over-period comparisons of the Company’s business performance and is consistent with how management evaluates the Company’s performance. We calculate constant currency percentages by converting both our prior period local currency financial results and current period local currency financial results at a fixed exchange rate and comparing these adjusted amounts. These metrics should be considered in addition to, and not as replacements for, the most comparable measure in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). They should be read in connection with our financial statements presented in accordance with U.S. GAAP.

Our financial performance is influenced by several macro factors such as repair and remodeling activity, residential and non-residential construction, employment rates, and overall macro environment. The first ~~quarter~~half of 2020 saw the global outbreak of a novel coronavirus disease (“COVID-19”), which ~~in the latter part of the quarter~~ created economic disruption and negatively impacted revenue in both segments. Despite a COVID-19 pandemic-driven revenue slowdown toward the end of the quarter, the ADI Global Distribution business continued with revenue growth. Segment Adjusted EBITDA remained flat despite higher revenue.

In the first quarter 2020, the Products & Solutions segment experienced revenue declines across all businesses driven by the overlap of a strong prior year quarter, coupled with the impact of the COVID-19 pandemic. Segment adjusted EBITDA declined due to lower revenue and unfavorable product mix relating mainly to new product launches.

~~In December 2019, COVID-19 was reported and in January 2020, the~~The World Health Organization (“WHO”) declared itCOVID-19 a ~~Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase~~pandemic in ~~the number of cases and affected countries, and on~~ March ~~11, 2020, the WHO characterized COVID-19 as a pandemic.~~2020. The broader implications of COVID-19 on our results of operations and overall financial performance remain uncertain. ~~We have begun to experience and expect to continue to experience~~During the first six months of 2020, we experienced constrained supply and slowed customer demand that has and may continue to adversely impact business, results of operations and overall financial performance in future periods. See “Item 1A. Risk Factors” of this Form 10-Q for further discussion of the possible impact of the COVID-19 pandemic on our business. As there remains a high degree of uncertainty around the impacts of the COVID-19 pandemic, we ~~intend to~~ address and evaluate the impacts regularly.

U.S. and international government responses to the COVID-19 outbreak have included “shelter in place,” “stay at home” and similar types of orders. In the United States, Canada and certain other countries globally, these orders exempt certain products and services needed to maintain continuity of operations of critical infrastructure sectors as determined by the federal government. Although certain of the Company’s operations are currently considered essential and exempt in the United States, Canada and certain other countries globally, there remain certain jurisdictions ~~where our business is not clearly defined as essential and~~ where there have been and may continue to be restrictions on manufacturing or operations or other government lockdown mandates or recommendations, under which we have temporarily closed certain manufacturing and sales facilities, and restricted operations in others, including manufacturing in Mexico and restricted operations in ~~many~~certain ADI sales branches, although certain of these facilities have since reopened or remained opened with restricted sales ~~activities and we anticipate others to reopen in the near term.~~activities. If any of the applicable exemptions are curtailed or revoked in the future, that could adversely impact our business, operating results and financial condition. Furthermore, to the extent these exemptions do not extend to our key suppliers and customers, this could also adversely impact our business, operating results and financial condition. We have also implemented work-from-home policies for a significant percentage of our employees, which could negatively impact productivity, disrupt conduct of our business in the ordinary course and delay our production timelines. Due to the significant remote workforce populations, we may also face informational technology infrastructure and connectivity issues from the vendors that we rely on for certain information technologies to administer, store and support the Company’s multiple business activities. Finally, we are incurring increased costs associated with cleaning and other employee safety measures.

~~Looking ahead to the remainder of 2020, our~~Our visibility toward future performance is more limited than is typical due to the uncertainty surrounding the duration and ultimate impact of COVID-19 and the mitigation measures that are implemented by governmental authorities. We also expect business conditions to remain challenging, as we have seen a decline in sales in the ~~latter part of March and those declines continued into April.~~second quarter. In response to these challenges, we will continue to focus on those factors that we can control: closely managing and controlling our expenses; aligning our production schedules with demand in a proactive manner as there are changes in market conditions to minimize our cash operating costs; and pursuing further improvements in the productivity and effectiveness of our manufacturing, selling and administrative activities. Specific actions we have taken include temporarily postponing or reducing non-essential capital expenditures, optimizing working capital, reducing salaries for certain senior executives, reducing salaries and implementing a furlough program for certain other company employees, eliminating board service fees for the first quarter of 2020 and restricting new hiring activity. We have also implemented workstreams intended to avail our business of all appropriate government schemes intended to assist businesses in their recovery via the deferral or reduction of taxes, support of employees and other measures designed to maximize our liquidity that are appropriate given our business and operations in the various regions around the world in which we operate.

On February 10, 2020, we completed the acquisition of privately held Herman ProAV (“Herman"), a leading provider and distributer of professional audio-visual products, procurement services and labor resources to systems integrators in the commercial audio-visual industry. This acquisition was integrated into and builds upon ADI Global Distribution’s product portfolio and expands its presence in the pro-AV market.

Net revenue decreased ~~$37~~$213 million in the recent quarter compared to the ~~first~~second quarter of 2019, primarily due to decreased volume in Products & Solutions business and unfavorable foreign exchange translation. This was partially offset by increased ADI Global Distribution volume and price. Revenue in both segments was negatively impacteddriven by the ~~COVID-19 pandemic toward the end~~impact of ~~the quarter.~~COVID-19. Gross profit as a percent of net revenues decreased to ~~24%~~23% in the recent quarter from ~~27%~~26% in the ~~first~~second quarter of 2019. The primary drivers to the decrease in gross profit percentage were a 200 bps unfavorable impact from ~~material~~lower revenue volumes in ADI Global Distribution and ~~labor inflation and fixed production costs,~~Products & Solutions, a 100 bps unfavorable impact from increased factory costs related to COVID-19 employee safety measures, and a 100 bps unfavorable impact resulting from sales mix changes. These impacts were partially offset by a 100 bps favorable impact from transformation programs cost savings. ~~First~~Second quarter net loss was ~~$21~~$76 million for the three months ended ~~March 31,~~June 30, 2020 compared to net ~~income~~loss of ~~$48~~$11 million for the three months ended ~~March 31,~~June 30, 2019.

Selling, general, and administrative expenses ~~increased~~decreased by $3$39 million in the recent quarter compared to the ~~first~~second quarter of 2019. The ~~increase~~decrease was driven by ~~restructuring~~on-going cost savings from transformation programs, cost reduction actions including COVID-19 related ~~costs, impact of acquisitions,~~cost management efforts and ~~labor~~suspended travel, decreased spin related expenses, foreign currency translation and other cost ~~inflation~~reductions totaling ~~$21~~$59 million. These ~~increases~~decreases were partially offset by costs related to transformation project, commercial investments in our business, and labor and other cost ~~reduction programs, employee benefit reductions, decrease in spin related expenses and foreign currency translation~~inflation totaling ~~$18~~$20 million.

We ended the ~~first~~second quarter with ~~$338~~$362 million in cash and cash equivalents. ~~We drew down all funds available under our $350 million revolving credit facility to increase our cash position in light of the economic uncertainty surrounding the COVID-19 pandemic.~~ Net cash ~~used in~~provided by operating activities was ~~$74~~$71 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020. At ~~March 31,~~June 30, 2020, accounts receivable were ~~$820~~$704 million and inventories were ~~$671 million.~~$614 million and $250 million was drawn under our revolving credit facility.

Our financial statements are presented on a consolidated basis (collectively, the “Interim Financial Statements”). The Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. ~~GAAP.~~GAAP”).

On January 1, 2020, we changed the classification of research and development expenses in the Consolidated Interim Statements of Operations from Cost of goods sold to Selling, general and administrative expenses, such that research and development expenses are excluded from the calculation of Gross profit. The impact on the June 30, 2019 Consolidated Interim Statement of Operations is a reduction of Cost of goods sold, an increase in Gross profit and an increase in Selling, general and administrative expenses for the three and six months ended June 30, 2019 of $27 million and $46 million, respectively. This reclassification had no effect on the previously reported Net (loss) income or the Company’s Consolidated Interim Statements of Comprehensive (Loss) Income, Consolidated Interim Statements of Cash flows, or Consolidated Interim Balance sheets.

We globally manage our business operations through two reportable segments, Products & Solutions and ADI Global Distribution:

Products & Solutions. We generate the majority of our Product & Solutions net revenue primarily from residential end-markets. Our Products & Solutions segment includes traditional products, as well as connected products, which we define as any device with the capability to be monitored or controlled from a remote location by an end-user or service provider. Our products are sold through a network of distributors (e.g. HVAC, plumbing, Security, Electrical), OEMs, and service providers such as HVAC contractors, security dealers and plumbers including our ADI Global Distribution business. We also sell some products via retail and online channels.

ADI Global Distribution. We generate revenue through the distribution of low-voltage electronic and security products that are delivered through a comprehensive network of professional contractors, distributors and OEMs, as well as major retailers and online merchants. In addition to our own Security products, ADI Global Distribution distributes products from industry-leading manufacturers and ADI Global Distribution also carries a line of private label products. We sell these products to contractors that service non-residential and residential end-users. ~~14%~~16% of ADI Global Distribution’s net revenue is supplied by our Products & Solutions segment. Management estimates that in 2019 approximately two-thirds of ADI Global Distribution’s net revenue was attributed to non-residential end markets and one-third to residential end markets.

Products & Solutions: Cost of goods sold includes costs associated with raw materials, assembly, shipping and handling of those products; costs of personnel-related expenses, including pension benefits, and equipment associated with manufacturing support, logistics and quality assurance; and costs of certain intangible assets.

ADI Global Distribution: Cost of goods sold consists primarily of inventory-related costs and includes labor and personnel-related expenses.

Selling, general and administrative expense includes trademark royalty expenses, sales incentives and commissions, professional fees, legal fees, promotional and advertising expenses, personnel-related expenses, including stock compensation expense and pension benefits, and research and development expenses.

Other expense, net consists primarily of Honeywell Reimbursement Agreement expenses (gains) for certain environmental claims related to approximately 230 sites or groups of sites that are undergoing environmental remediation under U.S. federal or state law and agency oversight for contamination associated with Honeywell historical business operations. For further information see the “Honeywell Reimbursement Agreement” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations and “Note 13. Commitments and Contingencies” of Notes to Interim Financial Statements of this Form 10-Q. Other expense, net also includes foreign exchange gains and losses.

Interest expense consists of interest on our short and long-term obligations, including our senior notes, term credit facility, and revolving credit facility. Interest expense on our obligations includes contractual interest, amortization of the debt discount and amortization of deferred financing costs.

Provision for income taxes includes both domestic and foreign income taxes at the applicable statutory tax rates, adjusted for U.S. taxation of foreign earnings and other non-deductible ~~expenses~~expenses.

The following table sets forth our selected unaudited consolidated interim statements of operations for the periods presented:

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2020			2019			2020			2019			2020			2019
Net revenue	$	1,179		$	1,216		$	1,029		$	1,242		$	2,208		$	2,458
Cost of goods sold		895			884			793			919			1,688			1,803
Gross profit		284			332			236			323			520			655
Selling, general and administrative expenses		250			247			242			281			492			528
Operating profit		34			85
Other expense (income), net		42			(16	)
Operating (loss) profit								(6	)		42			28			127
Other expense, net								29			35			71			19
Interest expense		17			17			18			18			35			35
(Loss) income before taxes		(25	)		84			(53	)		(11	)		(78	)		73
Tax (benefit) expense		(4	)		36
Tax expense								23			-			19			36
Net (loss) income	$	(21	)	$	48		$	(76	)	$	(11	)	$	(97	)	$	37
Weighted Average Number of Common Shares Outstanding (in thousands)
Basic		122,962			122,570			123,203			122,700			123,083			122,635
Diluted		122,962			123,472			123,203			122,700			123,083			123,490
(Loss) Earnings Per Share
Basic	$	(0.17	)	$	0.39		$	(0.62	)	$	(0.09	)	$	(0.79	)	$	0.30
Diluted	$	(0.17	)	$	0.39		$	(0.62	)	$	(0.09	)	$	(0.79	)	$	0.30

Results of Operations for the Three and Six Months Ended ~~March 31,~~June 30, 2020 and 2019

	Three Months Ended					Three Months Ended					Six Months Ended
	March 31,					June 30,					June 30,
	2020			2019		2020			2019		2020			2019
Net revenue	$	1,179		$	1,216	$	1,029		$	1,242	$	2,208		$	2,458
% change compared with prior period		(3	)%				(17	)%				(10	)%

The change in net revenue compared to prior year period is attributable to the following:

A discussion of net revenue by segment can be found in the “Review of Business Segments” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2020			2019			2020			2019			2020			2019
Cost of goods sold	$	895		$	884		$	793		$	919		$	1,688		$	1,803
% change compared with prior period		1	%				(14)		%				(6)		%
Gross profit percentage		24	%		27	%	23		%		26	%	24		%		27	%

Cost of goods sold for the three months ended ~~March 31,~~June 30, 2020 was ~~$895~~$793 million, ~~an increase~~a decrease of ~~$11million,~~$126 million, or 1%14%, from ~~$884~~$919 million for the three months ended ~~March 31,~~June 30, 2019.

This ~~increase~~decrease in cost of goods sold was driven by ~~the changes~~lower revenue volumes in ~~sales mix,~~ADI Global Distribution and Products & Solutions, transformation programs cost savings, foreign currency translation, sourcing productivity, and savings in other miscellaneous cost of goods sold totaling $172 million. The decreased costs were partially offset by the impact of expenses related to revenue that are attributable to the operations of Herman, increased factory costs related to COVID-19 employee safety measures, unfavorable changes in sales mix, material and labor inflation and restructuring related costs totaling $43 million. The increased costs were partially offset by lower sales volume in Products & Solutions, foreign currency translation, reduced spin related costs, employee benefit reductions and savings in other miscellaneous costs of goods sold totaling $32$46 million.

The primary drivers to the decrease in gross profit percentage were a 200 bps unfavorable impact as a result of lower revenue volumes in ADI Global Distribution and Products & Solutions, 100 bps unfavorable impact from ~~material~~increased factory costs related to COVID-19 employee safety measures, and ~~labor inflation and fixed production costs,~~ a 100 bps unfavorable impact from sales mix changes. These impacts were partially offset by a 100 bps favorable impact from transformation programs cost savings.

Cost of goods sold for the six months ended June 30, 2020 was $1,688 million, a decrease of $115 million, or 6%, from $1,803 million for the six months ended June 30, 2019.

This decrease in cost of goods sold was driven by lower revenue volumes in ADI Global Distribution and Products & Solutions, transformation programs cost savings, foreign currency translation, and reduced spin related costs, totaling $205 million. The decreased costs were partially offset by the impact of expenses related to revenue that are attributable to the operations of Herman, changes in sales mix, increased factory costs related to COVID-19 employee safety measures, material and labor inflation, restructuring related costs, and other miscellaneous costs of goods sold totaling $90 million.

The primary drivers to the decrease in gross profit percentage were a 200 bps unfavorable impact as a result of lower revenue volumes in ADI Global Distribution and Products & Solutions, a 100 bps unfavorable impact from sales mix changes, and from a 100 bps unfavorable impact from increased factory costs related to COVID-19 employee safety measures, material inflation, and labor inflation. These impacts were partially offset by 100 bps favorable impact from transformation programs cost savings.

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2020			2019			2020			2019			2020			2019
Selling, general and administrative expense	$	250		$	247		$	242		$	281		$	492		$	528
% of revenue		21	%		20	%		24	%		23	%		22	%		21	%

Selling, general and administrative expense for the three months ended ~~March 31,~~June 30, 2020 was ~~$250~~$242 million, ~~an increase~~a decrease of $3$39 million, from ~~$247~~$281 million for the three months ended ~~March 31,~~June 30, 2019. The ~~increase~~decrease was driven by transformation programs cost savings, cost reduction actions including COVID-19 related cost management efforts, decrease in spin related expense, foreign currency translation and other cost reductions totaling $59 million. These decreases were partially offset by labor and other cost inflation, impact of acquisitions, commercial investments, and restructuring related costs totaling $20 million.

Selling, general and administrative expense for the six months ended June 30, 2020 was $492 million, a decrease of $36 million, from $528 million for the six months ended June 30, 2019. The decrease was driven by transformation programs cost savings, cost reduction actions including COVID-19 related cost management efforts, decrease in spin related expense, foreign currency translation and other cost reductions totaling $85 million. These decreases were partially offset by restructuring related costs, labor and other cost inflation, impact of acquisitions, and ~~labor cost inflation~~commercial investments totaling ~~$21 million. These increases were partially offset by cost reduction programs, employee benefit reductions, decrease in spin related expenses and foreign currency translation totaling $18~~$49 million.

Other expense, ~~(income),~~ net for the three months ended ~~March 31,~~June 30, 2020, was expense of ~~$42~~$29 million, ~~an increase~~a decrease of ~~$58~~$6 million from ~~income of $16~~$35 million for the three months ended ~~March 31,~~June 30, 2019. This decrease primarily related to decreased expenses from $4 million in favorable foreign exchange impact, $1 million from the Honeywell Reimbursement Agreement, and $1 million from other non-operating expenses.

Other expense, net for the six months ended June 30, 2020, was expense of $71 million, an increase of $52 million from $19 million for the six months ended June 30, 2019. In the first ~~quarter~~half of 2020, we recognized ~~$34~~$69 million in expense from the Honeywell Reimbursement Agreement compared to expense of $22 million in the first ~~quarter~~half of 2019, ~~we recognized a gain~~an increase of ~~$14~~$47 million primarily related to a provision in the Honeywell Reimbursement Agreement that reduced the obligation due to Honeywell for any proceeds received from a property sale of a site under the agreement. ~~There was~~Total increases also ~~a $10~~include $6 million ~~increase in~~from unfavorable foreign ~~currency~~ exchange ~~rates.~~impact, partially offset by a $1 million decrease in other non-operating expenses.

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2020			2019			2020			2019			2020			2019
Tax (benefit) expense	$	(4	)	$	36
Tax expense							$	23		$	-		$	19		$	36
Effective tax rate		14	%		43	%		(43	)%		0	%		(24	)%		49	%

The Company recorded a tax ~~benefit~~expense of $4$23 million and $19 million for the three and six months ended ~~March 31, 2020.~~June 30, 2020, respectively.

For interim periods, income tax is equal to the total of (1) year-to-date pretax income multiplied by our forecasted effective tax rate plus (2) tax expense items specific to the period. In situations where we expect to report losses ~~that~~for which we do not expect to receive a tax ~~benefit,~~benefits, we are required to apply separate forecasted effective tax rates to those jurisdictions rather than including them in the consolidated forecasted effective tax rate. In situations in which our forecasted effective tax rate is highly sensitive to changes in forecasted pretax income/loss, we are required to use year-to-date actual amounts, while still observing the ‘tax benefit of losses’ rule above, to calculate income tax for the interim period. For the three and six months ended ~~March 31,~~June 30, 2020, the calculation of income tax expense was ~~impacted~~governed by this set of ~~rules, resulting in an additional cost of $1 million compared to what would have been recorded under the general rule on a consolidated basis.~~rules.

For the three months ended ~~March 31,~~June 30, 2020, the net tax ~~benefit~~expense of $4$23 million was driven by interim period tax expense of $25 million based on year-to-date actual amounts, offset by a tax benefit specific to the period of approximately ~~$17~~$2 million consisting primarily of a $3 million tax benefit for changes in estimates related to ~~$15 million for valuation allowances in foreign jurisdictions and $2 million related to the estimated tax impact of the CARES Act on~~ prior years, which was partially offset by ~~the impact~~tax expense for share-based excess cost of ~~our estimated annual effective tax rate applied to our pre-tax losses.~~$1 million. 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, non-deductible expenses, and U.S. taxation of foreign earnings.

For the six months ended June 30, 2020, the net tax expense of $19 million, was driven by the year-to-date tax expense of $4 million based on year-to-date actual amounts, and tax expense specific to the period of approximately $15 million, consisting primarily of $15 million for valuation allowances in foreign jurisdictions, $2 million related to the estimated tax impact of the CARES Act on prior years, and share-based excess cost of $1 million, partially offset by a $3 million tax benefit for changes in estimates related to prior years. In addition to items specific to the period our income tax rate/expense are impacted by the mix of earnings across the jurisdictions in which we operate, non-deductible expenses, and U.S. taxation of foreign earnings.

	Three Months Ended March 31,							Three Months Ended June 30,			Six Months Ended June 30,
	2020		2019		% Change			2020	2019	% Change	2020	2019	% Change
Total revenue	$	559	$	622				$482	$611		$1,041	$1,233
Less: Intersegment revenue		84		71				84	74		168	145
External revenue	$	475	$	551		(14	)%	$398	$537	(26)%	$873	$1,088	(20)%
Segment Adjusted EBITDA	$	53	$	81		(35	)%	$35	$75	(53)%	$88	$156	(44)%

Products & Solutions revenue declined ~~14% on a reported basis, and 13% on a constant currency basis after excluding foreign currency exchange,~~26%, with lower ~~sales volume~~revenue volumes across all business driven by ~~the overlap of a strong prior year quarter coupled with~~ the impact of COVID-19. Segment Adjusted EBITDA declined from ~~$81~~$75 million to ~~$53~~$35 million, or ~~35%~~53%. Segment Adjusted EBITDA was negatively impacted by ~~$49~~$83 million due to lower volume and increased factory costs related to COVID-19 employee safety measures. Other decreases of $21 million relate to inflation, investments to support new product launches, and unfavorable foreign currency exchange rates. These negative impacts were partially offset by $31 million in reduced costs from ongoing transformation programs coupled with $21 million in COVID-19 related cost management actions and $12 million from other cost reduction efforts including product cost reduction programs, reduced inventory reserve costs, and the impact from acquisitions made during the prior year.

Products & Solutions revenue declined 20%, with lower revenue volumes across all business primarily driven by the impact of COVID-19 and the overlap of a strong prior year first quarter. Segment Adjusted EBITDA declined from $156 million to $88 million, or 44%. Segment Adjusted EBITDA was negatively impacted by $132 million due to lower revenue, unfavorable product mix relating mainly to new product launches in the Security and Comfort ~~businesses.~~businesses, and increased factory operating costs attributable to COVID-19 employee safety measures. Other decreases of $9$32 million relate primarily to labor and material inflation, investments to support new product launches, the impact of acquisitions made during the prior year, and unfavorable foreign currency exchange rates. These negative impacts were partially offset by ~~$30~~$50 million in benefits from ongoing transformation programs, ~~coupled with~~$22 million benefit from cost management actions in response to COVID-19, ~~related~~and $24 million from other cost ~~actions,~~reduction efforts including product cost reduction programs, increased selling prices ~~employee benefit reductions,~~ and ~~material productivity.~~reduced inventory reserve costs.

~~Despite the COVID-19 revenue slowdown at the end of the quarter,~~ Three months ended

ADI Global Distribution revenue ~~increased 6% on a reported basis, and 7% on a constant currency basis. ADI Global Distribution segment constant currency basis performance was driven by increased~~decreased 10%. COVID-19 impacted all sales ~~volume in the Americas, EMEA and APAC~~ regions ~~and from the impact of the Herman acquisition.~~with decreased revenue volumes. Segment Adjusted EBITDA of ~~$46~~$28 million ~~remained flat.~~was down $19 million or 40%. Segment Adjusted EBITDA was negatively impacted primarily by ~~increased volume, employee benefit reductions,~~lower revenue and ~~other productivity which was offset by negative product line and customer~~unfavorable sales mix, as well as commercial investments and other cost inflation totaling $34 million. Negative impacts were partially offset by cost reduction actions including COVID-19 related cost management efforts, transformation programs, and other expense productivity totaling $15 million.

ADI Global Distribution revenue decreased 3%. COVID-19 impacted all sales regions with decreased revenue volumes. Segment Adjusted EBITDA of $74 million was down $19 million or 20%. Segment Adjusted EBITDA was negatively impacted primarily by lower revenue and unfavorable ~~foreign currency exchange rates.~~sales mix, as well as commercial investments and other cost inflation totaling $39 million. Negative impacts were partially offset by cost reduction actions including COVID-19 related cost management actions, transformation programs and other expense productivity totaling $20 million.

~~During the fourth quarter of 2019, the Company announced commencement of a comprehensive~~We have an ongoing financial and operational ~~and financial~~ review which is focused on product cost and gross margin improvement, and general and administrative expenses simplification. ~~The review is being overseen by the Strategic and Operational Committee of our board, comprised of independent directors.~~ We have retained industry-recognized experts in supply chain optimization and organizational excellence to assist in the review. Certain restructuring actions have been and are continuing to be implemented under this program as well as previous programs. These restructuring actions are expected to generate incremental pre-tax savings of $30 million to $40 million, net of costs of implementation which includes severance and consulting fees, in 2020 compared with 2019 principally from planned workforce reductions. Cash spending related to our restructuring actions was $4$14 million for the ~~three~~six months ended ~~March 31,~~June 30, 2020 and was funded through operating cash flows. ~~We expect to spend an additional $35 million associated with restructuring activities in 2020.~~

Net restructuring and related expenses were $9$11 million and $20 million for the three and six months ended ~~March 31,~~June 30, 2020, primarily related to severance. ~~There~~Net restructuring and related expenses were ~~no material restructuring charges~~$25 million for the three and six months ended ~~March 31, 2019.~~June 30, 2019 and primarily related to severance. For further discussion of restructuring activities, refer to Note 6. Restructuring and Other Charges of Notes to Consolidated Interim Financial Statements of this Form 10-Q.

Our liquidity is primarily dependent on our ability to continue to generate cash flows from operations, supplemented by external sources of capital as needed. During the quarter, we drew down all funds available under our $350 million revolving credit facility as a conservative measure to bolster our cash position in light of the economic uncertainty surrounding the COVID-19 pandemic. Additional liquidity may also be provided through access to the financial capital markets.

In order to preserve capital resources and liquidity, we ~~are~~have accelerated: closely managing and controlling our expenses; aligning our production schedules with demand in a proactive manner as there are changes in market conditions to minimize our cash operating costs; and pursuing further improvements in the productivity and effectiveness of our manufacturing, selling and administrative ~~activities. Specific~~activities as announced in our financial and operational review. Additional actions we have taken include temporarily postponing or reducing non-essential capital expenditures, further optimizing working capital, ~~reducing salaries for certain senior executives,~~and reducing salaries and implementing a furlough program for certain other company ~~employees, eliminating board service fees for the first quarter of 2020 and restricting new hiring activity.~~employees. We have also implemented workstreams intended to avail our business of all appropriate government ~~schemes~~programs intended to assist businesses in their recovery via the deferral or reduction of taxes, support of employees and other measures designed to maximize our liquidity that are appropriate given our business and operations in the various regions around the world in which we operate.

~~In addition, o~~n April 21, 2020, the parties entered into an amendment to the Honeywell Reimbursement Agreement (the "Reimbursement Agreement Amendment"). Pursuant to the Reimbursement Agreement Amendment, certain covenants in Exhibit G of the Reimbursement Agreement were modified to conform, if applicable, to the amended covenants included in the Credit Agreement Amendment. The modified covenants include the leverage ratio, which, consistent with the Credit Agreement Amendment, increased the levels of the maximum consolidated total leverage ratio to not greater than 5.25 to 1.00 for the fiscal quarter ending December 31, 2019, 4.75 to 1.00 starting in the fiscal quarter ending December 31, 2020, 4.25 to 1.00 starting in the fiscal quarter ending December 31, 2021, and 3.75 to 1.00 starting in the fiscal quarter ending December 31, 2022. In addition, under the Reimbursement Agreement Amendment, the parties agreed to defer until no later than July 30, 2020 the $35 million quarterly payment otherwise payable to Honeywell on April 30, 2020. The Reimbursement Agreement Amendment expressly reserves all rights of the parties thereto and their respective affiliates in respect of the Honeywell Reimbursement Agreement and each other contract or agreement between such parties or their affiliates (the “~~Other Agreements~~”), and provides that the execution of the amendment does not constitute a waiver of any claims, rights, remedies, defenses, arguments, interpretations or obligations of such parties or their affiliates under or related to the Honeywell Reimbursement Agreement or any Other Agreement.

Our future capital requirements will depend on many factors, including the impact of the COVID-19 pandemic, the rate of sales growth, market acceptance of our products, the timing and extent of research and development projects, potential acquisitions of companies or technologies and the expansion of our sales and marketing activities. We believe our existing cash, cash equivalents, and credit under our credit facilities are sufficient to meet our capital requirements through at least the next 12 months.

In connection with the Spin-Off, we entered into the Honeywell Reimbursement Agreement, pursuant to which we have an obligation to make cash payments to Honeywell in amounts equal to 90% of payments for certain Honeywell environmental-liability payments, which include amounts billed, less 90% of Honeywell’s net insurance receipts relating to such liabilities, and less 90% of the net proceeds received by Honeywell in connection with (i) affirmative claims relating to such liabilities, (ii) contributions by other parties relating to such liabilities and (iii) certain property sales. The amount payable by us in respect of such liabilities arising in any given year is subject to a

cap of $140 million (exclusive of any late payment fees up to 5% per annum). The amount paid during the ~~three~~six months ended ~~March 31,~~June 30, 2020 was $35 million. As described in more detail below, the second quarter payment has been deferred and is required to be paid on or before October 30, 2020. See “Note 19. Commitments and Contingencies” of Notes to Consolidated and Combined Financial Statements in our 2019 Annual Report on Form 10-K for further discussion.

In addition, during 2020 we entered into two amendments with Honeywell. See “Note 13. Commitments and Contingencies” and "Note 16. Subsequent Events" of Notes to Consolidated Interim Financial Statements of this Form 10-Q for a discussion of the Honeywell Reimbursement Agreement amendments.

Cash Flow Summary for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2020 and 2019

Our cash flows from operating, investing and financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019, as reflected in the unaudited Interim Financial Statements are summarized as follows:

	Three Months Ended March 31,						Six Months Ended June 30,
	2020			2019			2020			2019
Cash (used for) provided by:
Cash provided by (used for):
Operating activities	$	(74	)	$	(10	)	$	71		$	(37	)
Investing activities		(51	)		(21	)		(66	)		(55	)
Financing activities		349			(23	)		241			(31	)
Effect of exchange rate changes on cash and cash equivalents		(8	)		1			(6	)		-
Net increase (decrease) in cash and cash equivalents	$	216		$	(53	)	$	240		$	(123	)

Cash used for operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2020 increased by ~~$64~~$108 million, primarily due to ~~lower net income~~the impacts from the slow-down of ~~$69 million.~~our business related to the COVID-19 pandemic. We saw a decrease in sales and related purchases starting at the end of the first quarter with the most significant decreases in the first two months of the second quarter. Due to the timing of collections and payments, our working capital decreased significantly as we were collecting/paying on higher balances. In addition, we deferred a significant amount of payments, including the Honeywell Reimbursement Agreement payment of $35 million, which resulted in preservation of cash. We expect to have a decrease in cash throughout the second half of the 2020.

Cash used for investing activities increased by ~~$30~~$11 million, primarily due to ~~an increase~~$18 million of ~~$29 million~~ cash paid for acquisitions, ~~and an increase~~partially offset by a decrease of $1$7 million of cash paid for capital expenditures.

Net cash provided by financing activities increased by ~~$372~~$272 million. The increase in cash provided by financing activities was primarily due to ~~drawing down all funds available~~$250 million of borrowings under our $350 million revolving credit facility to increase our cash position in light of the economic uncertainty surrounding the COVID-19 ~~pandemic.~~pandemic, partially offset by decreases of $5 million of repayment of long-term debt and $17 million of non-operating obligations paid to Honeywell.

We believe our capital spending ~~in recent years~~ has been sufficient to maintain efficient production capacity, to implement important product and process redesigns and to expand capacity to meet increased demand. Productivity projects have freed up capacity in our manufacturing facilities and are expected to continue to do so.support the requirements of the business. We expect to continue investing to expand and modernize our existing facilities and to create capacity for new product development.

We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, net revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

The preparation of our unaudited Interim Financial Statements in accordance with U.S. GAAP is based on the selection and application of accounting policies that require us to make significant estimates and assumptions about the effects of matters that are inherently uncertain. We consider the accounting policies discussed in our 2019 Annual Report on Form 10-K to be critical to the understanding of our unaudited Interim Financial Statements included in this Form 10-Q. There have been no changes in our critical accounting policies as compared to what was disclosed in the 2019 Annual Report on Form 10-K. Actual results could differ from our estimates and assumptions, and any such differences could be material to our unaudited Interim Financial Statements. As there remains a high degree of uncertainty around the impacts of the COVID-19 pandemic, we intend to address and evaluate the impacts frequently. See “Note 2. Summary of Significant Accounting Policies” of Notes to Consolidated Interim Financial Statements of this Form 10-Q for a discussion of the accounting policies most likely affected by the COVID-19 pandemic.

See “Note 13. Commitments and Contingencies” of Notes to Consolidated Interim Financial Statements of this Form 10-Q for a discussion of environmental and other litigation matters.

See “Note 2. Summary of Significant Accounting Policies” of Notes to Consolidated Interim Financial Statements of this Form 10-Q for a discussion of recent accounting pronouncements.

We are exposed to market risk from foreign currency exchange rates and interest rates, which could affect operating results, financial position and cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, when appropriate, through the use of derivative financial instruments.

As of ~~March 31,~~June 30, 2020, ~~$1,153~~$1,047 million of our total debt of ~~$1,531~~$1,427 million carried variable interest rates. The fair market values of our fixed-rate financial instruments are sensitive to changes in interest rates. At ~~March 31,~~June 30, 2020, an increase or decrease in interest rate on our term loans and revolving credit facility by 100 basis points would have an approximate $9 million impact on our annual interest expense on ~~long-term~~ debt.

We are exposed to market risks from changes in currency exchange rates. While we primarily transact with customers in the U.S. Dollar, we also transact in foreign currencies, primarily including the Euro, British Pound, Canadian Dollar, and Czech Koruna. These exposures may impact total assets, liabilities, future earnings and/or operating cash flows. Our exposure to market risk for changes in foreign currency exchange rates arises from transactions arising from international trade, foreign currency denominated monetary assets and liabilities, and international financing activities between subsidiaries. We rely primarily on natural offsets to address our exposures and may supplement this approach from time to time by entering into forward and option hedging contracts. As of ~~March 31,~~June 30, 2020 and December 31, 2019 we have no outstanding hedging arrangements.

While we are exposed to commodity price risk, we attempt to pass through significant changes in component and raw material costs to our customers based on the contractual terms of our arrangements. In limited situations, we may not be fully compensated for such changes in costs.

We maintain a system of disclosure controls and procedures designed to give reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud have been or will be detected.

Our Chief Executive Officer and ~~Interim~~ Chief Financial Officer, with the assistance of other members of our management, including our Interim Chief Accounting Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our Chief Executive Officer and ~~Interim~~ Chief Financial Officer have concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of the end of the period covered by this Quarterly Report on Form 10-Q.

There was no change in our internal control over financial reporting that occurred during the quarter ended ~~March 31,~~June 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We are subject to various lawsuits, investigations and disputes arising out of the conduct of our business, including matters relating to commercial transactions, government contracts, product liability, prior 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 ofor outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. We do not currently believe that such matters are material to our results of operations.

In connection with our entry into the Honeywell Reimbursement Agreement, we will be required to make payments to Honeywell in amounts equal to 90% of payments, which include amounts billed, with respect to certain environmental claims, remediation and, to the extent arising after the Spin-Off, hazardous exposure or toxic tort claims, in each case including consequential damages in respect of Honeywell properties contaminated through historical business operations, including the legal and other costs of defending and resolving such liabilities, less 90% of Honeywell’s net insurance receipts relating to such liabilities, and less 90% of the net proceeds received by Honeywell in connection with (i) affirmative claims relating to such liabilities, (ii) contributions by other parties relating to such liabilities and (iii) certain property sales. For further information, see “Note 13. Commitments and Contingencies” of Notes to Consolidated Financial Statements of this Form 10-Q.

~~Between November 8, 2019 and January 7, 2020, four separate purported class action complaints alleging violations of the federal securities laws were filed against the~~The Company, the Company’s ~~CEO Michael Nefkens, and the Company’s~~ former CFO Joseph Ragan, in the United States District Court for the District of Minnesota (the “Minnesota Court”). On January 27, 2020, the Minnesota Court granted an order on a stipulation addressing various motions for consolidation and appointment of lead plaintiff and lead counsel in the pending actions. By this ruling, the court consolidated the pending actions into a single proceeding styled In re Resideo Technologies, Inc. Securities Litigation, 19-cv-02889. The court also appointed co-lead plaintiffs and co-lead plaintiffs’ counsel. On April 10, 2020, an amended consolidated complaint was filed that named the Company, the Company’s CEO Michael Nefkens, the Company’s former CFO Joseph Ragan, and the Company’s former CIO Niccolo de Masi ~~as defendants.~~are named defendants in a purported class action securities suit styled In re Resideo Technologies, Inc. Securities Litigation, 19cv-02889 (the "Securities Litigation"). The ~~complaint~~Securities Litigation is a ~~putative~~ class action securities suit with the class defined as all persons or entities who purchased or otherwise acquired common stock of Resideo during the class period of October 29, 2018 to November 6, 2019. The complaint asserts claims under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, broadly alleging, among other things, that the defendants (or some of them) made false and misleading statements regarding, among other things, ~~the Company’s~~Resideo’s business, performance, ~~its ability to launch new products, the capacity of its engineering team,~~ the efficiency of its supply chain, operational and ~~resolution of operational~~administrative issues ~~arising~~resulting from the spin-off from ~~Honeywell. Based on these claims,~~Honeywell, certain business initiatives, and financial guidance in 2019. The defendants filed a motion to dismiss the complaint ~~alleges that the Company’s financial guidance lacked a reasonable basis and that the Company was not~~ on ~~track to make its full-year 2019 guidance as originally claimed. The defendants’ response to the complaint~~July 10, 2020. A tentative argument is ~~due June 10,~~scheduled for December 1, 2020. See “Note 19. Commitments and Contingencies” of Notes to Consolidated and Combined Financial Statements in our 2019 Annual Report on Form 10-K for further discussion. The Company intends to vigorously defend against the allegations in the ~~amended consolidated~~ complaint, but there can be no assurance that the defense will be successful.

On July 6, 2020, Jawad A. Ayaz as Trustee of the Shiv Venkatasetty 2016 Trust (“Derivative Plaintiff”) filed a shareholder derivative complaint (the “Derivative Complaint”) against certain current or former directors and officers of the Company (“Derivative Defendants”) in the District Court for the District of Delaware, captioned Ayaz v. Nefkens, 20-cv-00915. Derivative Plaintiff alleges generally that Derivative Defendants breached fiduciary duties owed to the Company by allegedly causing or allowing the Company to make materially false and misleading statements to the public regarding the Company’s business operations and financial prospects. Derivative Plaintiff also alleges that the Company’s 2019 proxy statement was materially false and misleading, in violation of Section 14(a) of the Securities Exchange Act of 1934, and asserts claims of corporate waste and unjust enrichment, among other allegations, and relies on a similar set of facts as alleged in the Securities Litigation. The Derivative Complaint seeks declaratory relief and unspecified money damages on behalf of the Company. On July 28, 2020, certain of the Derivative Defendants filed a stipulation to stay the proceedings pending the resolution of the motion to dismiss in the Securities Litigation. The stipulation is subject to the court’s approval. The Company intends to defend this action vigorously, but there can be no assurance that the defense will be successful.

We face a variety of risks that are inherent in our business and our industry, including operational, legal and regulatory risks. Such risks could cause our actual results to differ materially from our forward-looking statements, expectations and historical trends. There have been no material changes to the risk factors described in our 2019 Annual Report on Form 10-K, except as reflected in the two revised risk factors and one additional risk factor set forth below.

Our business, results of operations, financial condition, cash flows and stock price may be materially adversely impacted by pandemics, epidemics or other public health emergencies, such as the ~~recent~~ coronavirus (COVID-19) outbreak.

Our business, results of operations, financial condition, cash flows and stock price may be adversely affected by pandemics, epidemics or other public health emergencies, such as the ~~recent outbreak of COVID-19. In March 2020~~COVID-19 virus, which has been characterized by the World Health Organization ~~characterized COVID-19~~ as a pandemic. This ~~recent~~ outbreak has negatively impacted and could continue to negatively impact the global economy. Our operating results will be subject to fluctuations based on general economic conditions and the extent to which COVID-19 may ultimately impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease and the duration of the outbreak and business closures or business disruptions for our Company, our suppliers and our customers.

We have experienced, and may experience in the future, shutdowns affecting our key manufacturing sites due to regional health and safety reasons. While we continue to comply with all applicable health and sanitation requirements, we cannot ensure uninterrupted operations in areas impacted by COVID-19.

Deterioration in economic conditions could materially reduce our sales and profitability. Any financial distress of our customers due to deterioration in economic conditions could result in reduced sales and decreased collectability of accounts receivable which would negatively impact our results of operations. We also expect business conditions to remain challenging ~~as we have seen a decline in sales in~~throughout the ~~latter part~~duration of ~~March and those declines continued into April.~~the pandemic. The COVID-19 outbreak could also have a material impact on our ability to obtain the raw materials, parts and components we need to manufacture our products as our suppliers face disruptions in their businesses, including closures and potential bankruptcy as a result of the COVID-19 outbreak. We depend greatly on our suppliers for items that are essential to the manufacturing of our products. If our suppliers fail to meet our manufacturing needs, it could delay our production and our product shipments to customers and negatively affect our operations.

Should the adverse impacts described above (or others that are currently unknown) occur, whether individually or collectively, we could experience declines in revenues and profitability, as we have experienced in the ~~first few weeks of our~~ second quarter. Such impacts ~~could be~~were material to our consolidated financial statements in the second quarter and could be material to our consolidated financial statements in subsequent reporting periods. A prolonged period of such declines, including any impacts arising out of related general economic downtowns, could, among other things, exhaust our available liquidity (and ability to access liquidity sources) and/or trigger an acceleration to pay a significant portion or all of our then-outstanding debt obligations, which we may be unable to do.

The impact of a pandemic like COVID-19 can be mitigated by measures that international, federal, state, and local governments, agencies, law enforcement, and/or health authorities implement to address it. However, efforts to lift restrictions on individuals’ daily activities and businesses’ normal operations may result in ~~a resurgence of a~~spikes in cases related to the pandemic ~~like COVID-19~~ and potentially prolong and intensify the impact of the crisis. While the economic impact of COVID-19 may be reduced by financial assistance under the Coronavirus Aid, Relief, and Economic Security (CARES) Act or other similar COVID-19 related federal and state programs, such programs ~~may~~have not ~~have~~had a ~~positive~~material impact on our business.

To the extent the COVID-19 outbreak adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in the risk factors included in the Annual Report on Form 10-K for the year ended December 31, 2019, including the following captioned risks described in such Annual Report:

“Disruption, or the need to relocate any of our facilities, could significantly disrupt our business;” “We rely on certain suppliers of materials and components for our product;” “We are subject to the economic, political, health, epidemic, regulatory, foreign exchange and other risks of international operations;” “Our operations require substantial capital and we may not be able to obtain additional capital that we need in the future on favorable terms or at all;” “Market and economic conditions may adversely affect the economic conditions of our customers, demand for our products and services and our results of operations;” “We have credit exposure to our customers;” “ The commercial and credit environment may adversely affect our access to capital.”

In November 2019, we announced the departure of our former Chief Financial Officer, and the appointment of an Interim Chief Financial Officer. In December 2019, we announced that the Board was conducting a search for a successor for our Chief Executive Officer. In January 2020, the Board appointed Sach Sankpal as our new President of Products & Solutions. On May 19, 2020, we announced the appointment of Jay Geldmacher as our new Chief Executive Officer and member of the board of directors. On May 29, 2020 we further announced the appointment of Tony Trunzo as our Executive Vice President and Chief Financial Officer. We are required to pay significant amounts of severance in connection with certain of these management transitions. Transitions in senior executive leadership can adversely affect relationships with our clients, suppliers, and employees, make it difficult to attract and retain talent and disrupt execution of our strategy and our efforts to enhance our operations. Changes in other key management positions may temporarily affect our financial performance and results of operations as the new management becomes familiar with our business. Accordingly, our future financial performance will depend to a significant extent on our ability to motivate and retain key management personnel.

We cannot predict with certainty the outcome of litigation matters, government proceedings and other contingencies and uncertainties.

In the ordinary course of business, we may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses, and issue guarantees of third-party obligations. We are also subject to various lawsuits, investigations and disputes arising out of the conduct of our business, including matters relating to commercial transactions, government contracts, product liability, prior acquisitions and divestitures, employee benefit plans, intellectual property, and environmental, health and safety matters.

In particular, the Company, the Company’s former CEO Michael Nefkens, the Company’s former CFO Joseph Ragan, and the Company’s former CIO Niccolo de Masi are named defendants of a purported class action securities suit styled In re Resideo Technologies, Inc. Securities Litigation, 19cv-02889 (the "Securities Litigation"). The Securities Litigation is a class action securities suit with the class defined as all persons or entities who purchased or otherwise acquired common stock of Resideo during the class period of October 29, 2018 to November 6, 2019. The complaint asserts claims under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, broadly alleging, among other things, that the defendants (or some of them) made false and misleading statements regarding, among other things, Resideo’s business, performance, the efficiency of its supply chain, operational and administrative issues resulting from the spin-off from Honeywell, certain business initiatives, and financial guidance in 2019. The defendants filed a motion to dismiss the complaint on July 10, 2020. A tentative argument is scheduled for December 1, 2020. See “Note 19. Commitments and Contingencies” of Notes to Consolidated and Combined Financial Statements in our 2019 Annual Report on Form 10-K for further discussion. The Company intends to vigorously defend against the allegations in the Securities Litigation, but there can be no assurance that the defense will be successful.

On July 6, 2020, Jawad A. Ayaz as Trustee of the Shiv Venkatasetty 2016 Trust (“Derivative Plaintiff”) filed a shareholder derivative complaint (the “Derivative Complaint”) against certain current or former directors and officers of the Company (“Derivative Defendants”) in the District Court for the District of Delaware, captioned Ayaz v. Nefkens, 20-cv-00915. Derivative Plaintiff alleges generally that Derivative Defendants breached fiduciary duties owed to the Company by allegedly causing or allowing the Company to make materially false and misleading statements to the public regarding the Company’s business operations and financial prospects. Derivative Plaintiff also alleges that the Company’s 2019 proxy statement was materially false and misleading, in violation of Section 14(a) of the Securities Exchange Act of 1934, and asserts claims of corporate waste and unjust enrichment, among other allegations, and relies on a similar set of facts as alleged in the Securities Litigation. The Derivative Complaint seeks declaratory relief and unspecified money damages on behalf of the Company. On July 28, 2020, certain of the Derivative Defendants filed a stipulation to stay the proceedings pending the resolution of the motion to dismiss in the Securities Litigation. The stipulation is subject to the court’s approval. The Company intends to defend this action vigorously, but there can be no assurance that the defense will be successful.

~~Item 5. Other Information~~We are unable to predict how long such proceedings, in particular the purported class action and derivative lawsuits, will continue, but we anticipate that we may incur significant costs in connection with some or all of these matters and that these proceedings and any related matters may result in a substantial distraction of management’s time. In addition, we are and could, in the future, face additional legal proceedings and investigations and inquiries by governmental agencies relating to these or similar matters. Our potential liabilities are subject to change over time due to new developments, changes in settlement strategy or the impact of evidentiary requirements, and we may become subject to or be required to pay damage awards or settlements that could have an adverse effect on our business, financial condition, results of operations and cash flows. If we were required to make payments, such payments could be significant and could exceed the amounts we have accrued with respect thereto, adversely affecting our business, financial condition, results of operations and cash flows. While we maintain or may otherwise have access to insurance for certain risks, the amount of our insurance coverage may not be adequate to cover the total amount of all insured claims and liabilities and we may have to satisfy insurance retentions. The incurrence of significant liabilities for which there is no or insufficient insurance coverage (or where there is available insurance but high retention levels) could adversely affect our liquidity and financial condition, results of operations and cash flows.

On May 5, 2020, we entered into an amendment to our engagement letter with Horsepower Advisors, LLC, pursuant to which Robert Ryder serves as our Interim Chief Financial Officer, to extend the term of the agreement to June 14, 2020. In addition, the amendment provides that the engagement may be extended as mutually agreed by the parties and eliminates the ability of both parties to terminate the engagement for convenience during the current and any additional extension period.39

The Exhibits listed below on the Exhibit Index are filed or incorporated by reference as part of this Form 10-Q.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware		82-5318796
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

901 E 6^th Street Austin, Texas		78702
(Address of principal executive offices)		(Zip Code)


Title of each class:	Trading Symbol:	Name of each exchange on which registered:
Common Stock, par value $0.001 per share	REZI	New York Stock Exchange

		~~Three Months Ended~~ ~~March 31, 2020~~
~~Volume~~		~~(4)%~~
~~Price~~		~~1 %~~
~~Acquisitions~~		~~1 %~~
~~Foreign currency translation~~		~~(1)%~~
~~% change compared with prior period~~		~~(3)%~~

	Three Months Ended June 30, 2020	Six Months Ended June 30, 2020
Volume	(18)%	(12)%
Price	1 %	2 %
Acquisitions	1 %	1 %
Foreign currency translation	(1)%	(1)%
% change compared with prior period	(17)%	(10)%

	2020 vs. 2019
	Three Months Ended March 31,
Factors Contributing to Year-Over-Year Change	Revenue (%)			Segment Adjusted EBITDA (%)
Constant currency growth		7	%		0	%
Foreign currency translation		(1	)%		0	%
Total % Change		6	%		0	%

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

	Three Months Ended
	March 31,
Diluted:	2020			2019
Net (loss) income	$	(21	)	$	48
Weighted average common shares outstanding - Basic (in thousands)		122,962			122,570
Dilutive effect of common stock equivalents		-			902
Weighted average common shares outstanding - Diluted (in thousands)		122,962			123,472
(Loss) earnings per share - Diluted	$	(0.17	)	$	0.39

Exhibit Number		Exhibit Description
2.1		First Amendment to Indemnification and Reimbursement Agreement, dated as of April 21, 2020, between Resideo Intermediate Holding Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.1 to Resideo's Form 8-K filed April 23, 2020)

2.2		First Amendment to Trademark License Agreement, dated as of April 21, 2020, between Resideo Technologies, Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.7 to Resideo's Form 8-K filed April 23, 2020)

10.1		Employment ~~Offer letter agreement~~Agreement Letter with ~~Niccolo de Masi~~Jay Geldmacher dated ~~January 5, 2020‡~~May 18, 2020 (incorporated by reference to Exhibit ~~10.27~~10.1 to ~~Resideo's~~Resideo’s Form ~~10-K~~8-K filed ~~February 27, 2020, File No. 001-38635)~~May 19, 2020) ‡

10.2		~~Amended and Restated Restricted Stock Unit Agreement with Niccolo de Masi dated January 6, 2020‡~~Offer Letter of Anthony L. Trunzo (incorporated by reference to Exhibit ~~10.28~~10.1 to ~~Resideo's~~Resideo’s Form ~~10-K~~8-K filed ~~on February 27,2020, File No. 001-38635)~~May 29, 2020)

~~10.3~~		~~Employment Separation Agreement and Release with Mike Nefkens dated January 22, 2020~~ ‡ ~~(incorporated by reference to Exhibit 10.29 to Resideo's Form 10-K filed on February 27, 2020, File No. 001-38635)~~

~~10.4~~		~~Employment Offer letter agreement with Michael Flink executed January 17, 2020‡ (filed herewith)~~

~~10.5~~		~~Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates Form of Stock Option Award Agreement (adopted 2020). ‡ (filed herewith)~~

~~10.6~~		~~Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates Form of Restricted Stock Unit Agreement (adopted 2020). ‡ (filed herewith)~~

~~10.7~~		~~Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates Form of Performance Stock Unit Agreement (adopted 2020). ‡ (filed herewith)~~

~~10.8~~		~~Restricted Stock Unit Agreement with Michael Nefkens dated February 20, 2020. ‡ (filed herewith)~~

~~10.9~~		~~Restricted Stock Unit Agreement with Andrew Teich dated December 2, 2019. ‡ (filed herewith)~~

31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2		Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

101.INS		Inline XBRL Instance Document (filed herewith)

101.SCH		Inline XBRL Taxonomy Extension Schema (filed herewith)

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

~~Exhibit~~ ~~Number~~		~~Exhibit Description~~
104		Cover Page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL (and contained in Exhibit 101)
*		Certain schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules and similar attachments upon request by the U.S. Securities and Exchange Commission.
‡		Indicates management contracts or compensatory plans or arrangements.

	Resideo Technologies, Inc.

Date: ~~May 7th,~~August 4, 2020	By:	/s/ ~~Robert Ryder~~Anthony L. Trunzo
		~~Robert Ryder~~Anthony L. Trunzo ~~Interim~~Executive Vice President and Chief Financial Officer (on behalf of the Registrant and as the Registrant’s Principal Financial Officer)