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~~registrant’s common stock, par value $0.001 per share, as of ~~July 29~~^th~~, 2020~~April 30, 2021 was ~~123,432,114~~143,850,393 shares.

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains ~~“forward-looking statements” that involve risks and uncertainties.~~forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 our filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” section in our ~~2019~~2020 Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (the ~~“2019~~“2020 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~~2020 Annual Report on Form ~~10-K, except as reflected in the “Risk Factors” section in this Form 10-Q.~~10-K. 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 ~~June 30, 2020~~April 3, 2021 should be read in conjunction with the financial statements for the year ended December 31, ~~2019~~2020 contained in our ~~2019~~2020 Annual Report on Form 10-K.

	Three Months Ended						Six Months Ended					Three Months Ended
	June 30,						June 30,					April 3,		March 28,
	2020			2019			2020			2019		2021		2020
Net revenue	$	1,029		$	1,242		$	2,208		$	2,458	$	1,419	$	1,179
Cost of goods sold		793			919			1,688			1,803		1,051		895
Gross profit		236			323			520			655		368		284
Selling, general and administrative expenses		242			281			492			528		238		250
Operating (loss) profit		(6	)		42			28			127
Operating profit													130		34
Other expense, net		29			35			71			19		44		42
Interest expense		18			18			35			35		13		17
(Loss) income before taxes		(53	)		(11	)		(78	)		73
Tax expense		23			-			19			36
Net (loss) income	$	(76	)	$	(11	)	$	(97	)	$	37
Income (loss) before taxes													73		(25	)
Tax expense (benefit)													24		(4	)
Net income (loss)												$	49	$	(21	)
Weighted Average Number of Common Shares Outstanding (in thousands)
Basic		123,203			122,700			123,083			122,635		143,382		122,962
Diluted		123,203			122,700			123,083			123,490		147,656		122,962
(Loss) Earnings Per Share
Earnings (Loss) Per Share
Basic	$	(0.62	)	$	(0.09	)	$	(0.79	)	$	0.30	$	0.34	$	(0.17	)
Diluted	$	(0.62	)	$	(0.09	)	$	(0.79	)	$	0.30	$	0.33	$	(0.17	)

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

(~~Dollars~~In millions, except number of shares which are reflected in ~~millions, shares in thousands)~~thousands and par value)

	June 30,			December 31,			April 3,			December 31,
	2020			2019			2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	362		$	122		$	508		$	517
Accounts receivable – net		704			817			875			863
Inventories – net		614			671			681			672
Other current assets		163			175			156			173
Total current assets		1,843			1,785			2,220			2,225
Property, plant and equipment – net		311			316			307			318
Goodwill		2,638			2,642			2,675			2,691
Other assets		374			385			374			376
Total assets	$	5,166		$	5,128		$	5,576		$	5,610
LIABILITIES
Current liabilities:
Accounts payable	$	811		$	920		$	908		$	936
Current maturities of debt		287			22			10			7
Accrued liabilities		564			552			528			595
Total current liabilities		1,662			1,494			1,446			1,538
Long-term debt		1,140			1,158			1,186			1,155
Obligations payable to Honeywell under Indemnification Agreements		585			594
Obligations payable under Indemnification Agreements								583			590
Other liabilities		284			280			329			334
COMMITMENTS AND CONTINGENCIES (Note 13)
COMMITMENTS AND CONTINGENCIES (Note 12)
EQUITY
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		-			-
Common stock, $0.001 par value, 700,000 shares authorized, 144,888 and 143,819 shares issued and outstanding as of April 3, 2021, 143,959 and 143,059 shares issued and outstanding as of December 31, 2020, respectively								0			0
Additional paid-in capital		1,775			1,761			2,088			2,070
Treasury stock, at cost		(5	)		(3	)		(10	)		(6	)
Retained (deficit) earnings		(59	)		38
Accumulated other comprehensive (loss)		(216	)		(194	)
Retained earnings								124			75
Accumulated other comprehensive loss								(170	)		(146	)
Total equity		1,495			1,602			2,032			1,993
Total liabilities and equity	$	5,166		$	5,128		$	5,576		$	5,610

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

	Six Months Ended						Three Months Ended
	June 30,						April 3,			March 28,
	2020			2019			2021			2020
Cash flows provided by (used for) operating activities:
Net (loss) income	$	(97	)	$	37
Adjustments to reconcile net (loss) income to net cash provided by (used for) operating activities:
Net income (loss)							$	49		$	(21	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization		42			36			23			21
Restructuring charges, net of payments		6			14
Stock compensation expense		14			14			9			7
Other		21			6			25			12
Changes in assets and liabilities:
Changes in assets and liabilities, net of acquired companies:
Accounts receivable		113			(7	)		(17	)		(17	)
Inventories – net		58			(95	)		(10	)		(6	)
Other current assets		13			(8	)		16			10
Accounts payable		(109	)		25			(15	)		(1	)
Accrued liabilities		8			(17	)		(66	)		(75	)
Obligations payable to Honeywell under Indemnification Agreements		(9	)		(48	)
Obligations payable under Indemnification Agreements								(7	)		(2	)
Other		11			6			(2	)		(2	)
Net cash provided by (used for) operating activities		71			(37	)		5			(74	)
Cash flows used for investing activities:
Expenditures for property, plant, equipment and other intangibles		(31	)		(38	)		(19	)		(16	)
Cash paid for acquisitions, net of cash acquired		(35	)		(17	)		(5	)		(35	)
Net cash used for investing activities		(66	)		(55	)		(24	)		(51	)
Cash flows provided by (used for) financing activities:
Cash flows provided by financing activities:
Proceeds from long-term debt								950			-
Payment of debt facility issuance and modification costs								(21	)	-
Net proceeds from revolving credit facility		250			-			-			350
Repayment of long-term debt		(6	)		(11	)		(921	)		-
Non-operating obligations paid to Honeywell, net		(1	)		(18	)
Tax payments related to stock vestings		(2	)		(2	)
Net cash provided by (used for) financing activities		241			(31	)
Other								5			(1	)
Net cash provided by financing activities								13			349
Effect of foreign exchange rate changes on cash and cash equivalents		(6	)		-			(3	)		(8	)
Net increase (decrease) in cash and cash equivalents		240			(123	)
Net (decrease) increase in cash and cash equivalents								(9	)		216
Cash and cash equivalents at beginning of period		122			265			517			122
Cash and cash equivalents at end of period	$	362		$	142		$	508		$	338

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

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

Net income

-

-

-

-

-

37

-

37

Other comprehensive income, net of tax

-

-

-

-

-

-

2

2

Issuance of common stock under stock-based compensation plans, net of shares withheld for employee taxes

211

90

-

(2
)

-

-

-

(2
)
Stock-based compensation

-

-

-

-

14

-

-

14

Adjustments due to Spin-Off

-

-

-

-

9

-

-

9

Balance at June 30, 2019

122,710

558

$
-

$
(2
)

$
1,743

$
39

$
(187
)

$
1,593


Three Months Ended April 3, 2021	Common Shares		Treasury Shares		Common Stock		Treasury Stock			Additional Paid- In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
Balance at January 1, 2021		143,059		900	$	-	$	(6	)	$	2,070	$	75		$	(146	)	$	1,993
Net income		-		-		-		-			-		49			-			49
Other comprehensive loss, net of tax		-		-		-		-			-		-			(24	)		(24	)
Stock issuances, net of shares withheld for taxes		760		169		-		(4	)		9		-			-			5
Stock-based compensation		-		-		-		-			9		-			-			9
Balance at April 3, 2021		143,819		1,069	$	-	$	(10	)	$	2,088	$	124		$	(170	)	$	2,032

Three Months Ended March 28, 2020	Common Shares		Treasury Shares		Common Stock		Treasury Stock			Additional Paid- In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity
Balance at January 1, 2020		122,873		615	$	-	$	(3	)	$	1,761	$	38		$	(194	)	$	1,602
Net loss		-		-		-		-			-		(21	)		-			(21	)
Other comprehensive loss, net of tax		-		-		-		-			-		-			(66	)		(66	)
Stock issuances, net of shares withheld for taxes		248		137		-		(1	)		-		-			-			(1	)
Stock-based compensation		-		-		-		-			7		-			-			7
Balance at March 28, 2020		123,121		752	$	-	$	(4	)	$	1,768	$	17		$	(260	)	$	1,521

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

Resideo Technologies, Inc. (“Resideo” or “the Company”), is a leading global ~~provider~~manufacturer and developer of technology-driven products ~~software,~~that provide critical comfort, residential thermal and security solutions ~~and technologies that help homeowners stay connected and in control of their comfort, security and energy use.~~to homes globally. The Company is ~~a leader in~~also the ~~home heating, ventilation and air conditioning controls and security markets, and a~~ leading ~~global~~wholesale distributor of low-voltage ~~electronic~~security products including intrusion, access control and ~~security products.~~

~~Separation from Honeywell~~video products, and participates significantly in the broader related markets of smart home, fire, power, audio, ProAV, networking, communications, wire and cable, and data communications. The Company has a global footprint serving commercial and residential end markets.

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 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 on a fiscal quarter basis using a “modified” 4-4-5 calendar ~~convention;~~(modified in that the ~~first, second~~fiscal year always begins on January 1 and ~~third quarters are consistently reported as ending~~ends 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~~December 31) that requires its businesses to close their first, second and third quarter books on ~~the last~~a 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 June 30, 2020 and 2019 were June 27, 2020 and June 29, 2019, respectively.~~

~~On January 1, 2020,~~The prior year segment information was recast to present Corporate separately. See Note 4. Segment Financial Data for additional information. Certain reclassifications have been made to the ~~Company changed its~~prior period financial statements to conform to the classification ~~of research and development expenses~~adopted 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.current period.

The Company’s accounting policies are set forth in ~~“Note~~Note 2. Summary of Significant Accounting ~~Policies”~~Policies of the Company’s Notes to Consolidated and Combined Financial Statements included in the ~~2019~~2020 Annual Report on Form 10-K. ~~Included herein are certain updates to those policies.~~

The World Health Organization (“WHO”) declared the novel coronavirus disease ("COVID-19") a pandemic in March 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 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 accounts receivable, inventory, 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 June 30, 2020 in these estimates.

~~Goodwill~~— The Company has determined that it is not more likely than not that the carrying value of goodwill exceeds the fair value 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 likely that, during the remainder of 2020 and possibly beyond, macroeconomic conditions will be volatile and could impact our business. If there is an adverse change in 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 $1,997 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 January 2020,~~ ~~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. In January 2021, amendments were issued to clarify numerous accounting topics. This guidance is applicable for ~~our Term Loans~~the Company’s A&R Senior Credit Facilities and ~~Revolving Credit Facility,~~Swap Agreements, which use LIBOR as a reference rate, and is effective immediately, but is only available through December 31, 2022. Refer to ~~“Note 10.~~Note 13. Long-term Debt and Credit ~~Agreement”~~Agreement for further details on ~~our Term Loans~~the Company’s A&R Senior Credit Facilities and ~~Revolving Credit Facility.~~Note 14. Derivative Instruments for further details on the Company's Swap Agreements. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements.

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

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 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 June 30, 2020, average options and other rights to purchase approximately 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 June 30, 2020, and therefore excluded from the computation of diluted earnings per common share. In addition, an average of approximately 0.6 million and 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 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.

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 substantially complete with the allocation of purchase price, however, amounts are still subject to finalization. Pro-forma disclosures are not provided as the acquisition has an immaterial financial statement impact.

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. Approximately 3% of the Company’s revenue is satisfied over time. As of ~~June 30,~~April 3, 2021 and March 28, 2020, ~~and 2019~~ contract assets and liabilities were not material.

In May 2020, the Board appointed Jay Geldmacher as President and ~~Other Charges~~

~~During~~CEO of the Company. As part of this transition, during the fourth quarter of ~~2019,~~2020, the format of the Chief Operating Decision Maker’s reporting package was modified which resulted in changes to how business operations are presented. The Company continues to monitor its business operations through 2 operating segments, Products & Solutions and ADI Global Distribution. The Company now reports Corporate separately from the 2 operating segments. The reporting package also includes segment Operating profit, which replaces Segment Adjusted EBITDA as a performance metric.

These changes were designed to better align accountability and authority, give a clearer view into the operational performance of the two segments and increase accountability for management of corporate spending. As a result, the Company ~~announced commencement~~recast prior periods to conform with the new presentation.

Products & Solutions—The Products & Solutions business is a leading global provider of ~~a comprehensive financial~~products, software solutions and ~~operational review focused on product cost, gross margin improvement,~~technologies that help homeowners stay connected and ~~general~~in control of their comfort, security and ~~administrative expense simplification.~~ energy use.

ADI Global Distribution—The ~~review~~ADI Global Distribution business is ~~being overseen by~~ the ~~Strategic~~leading global distributor of low-voltage security products including intrusion, access control and ~~Operational Committee of the board, comprised of independent directors. The Company retained industry-recognized experts in supply chain optimization~~video products and ~~organizational excellence to assist~~participated significantly in the ~~review. Certain restructuring actions have been~~broader related markets of smart home, fire, access control, power, audio, ProAV, networking, communications, wire and ~~are continuing~~cable, and data communications.

Corporate—Corporate includes headquarter type expenses associated with legal, finance, information technology, human resources, strategy and communications related to ~~be implemented under this program~~the Corporate office as well as ~~previous programs. Products & Solutions segment restructuring~~supporting the operating segments, but do not relate directly to revenue-generating activities.

Segment information is consistent with how management reviews the businesses, makes investing and ~~related expenses for the three~~resource allocation decisions 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 $2 million and $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.

~~The following table summarizes the pretax distribution of total net restructuring charges by unaudited Consolidated Statements of Operations classification:~~assesses operating performance.

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

The ~~Company recorded a tax expense~~Company’s CODM does not use segment assets information to allocate resources or to assess performance of ~~$23 million~~the segments and ~~$19 million for the three and six months ended June 30, 2020, respectively.~~

~~For interim periods, income tax is equal to the~~therefore, 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 for which we do~~segment assets have not expect to receive tax 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.been disclosed.

For the three months ended June 30, 2020, the net tax expense of $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 $2 million consisting primarily of a $3 million tax benefit for changes in estimates related to prior years, which was partially offset by tax expense for share-based excess cost of $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.

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

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

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 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 together, the “Term Loans”) and the five-year senior secured first-lien revolving credit facility (the “Revolving Credit 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 June 30, 2020, there were $250 million of borrowings and 0 letters of credit issued under the $350 million Revolving Credit Facility. The Company assessed the amount recorded under the Term Loans, the 6.125% senior unsecured notes (the “Senior Notes”), and the Revolving Credit Facility. The Company determined that the Revolving Credit Facility approximated fair value. The senior secured first-lien Term A Loan Facility, senior secured first-lien Term B Loan Facility and the Senior Notes’ fair values are approximately $313, $453 and $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 June 30, 2020, the interest rate for the Term Loans was 2.56% and the weighted average interest rate for the Revolving Credit Facility was 2.44%.~~ ~~The interest expense~~ ~~for the~~ ~~Revolving Credit Facility, Term Loans and~~ ~~Senior Notes during the three and six months ended June 30, 2020 was $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 June 30, 2020 and 2019 consisted of the following:~~

~~Total operating lease costs include variable lease costs of $4 million and $7 million, respectively, for the~~ ~~three and six months ended June 30, 2020~~. For the three and 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 June 30, 2020 and 2019.

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

As of 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 June 30, 2020 and 2019 was not material.

During the ~~six~~three months ended ~~June 30, 2020,~~April 3, 2021, 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 ~~786,692 performance-based~~496,262 market-based RSUs and ~~1,977,494 time-based~~692,427 service-based RSUs to eligible employees. The weighted average grant date fair value per share for ~~these shares~~market-based RSUs and service-based RSUs was ~~$8.85.~~$42.98 and $26.06, respectively.

~~During~~The Company is party to operating leases for the ~~six months ended June 30, 2020, as part~~majority of its manufacturing sites, offices, engineering and lab sites, stocking locations, warehouses, automobiles, and certain equipment.Certain of the Company’s ~~annual long-term compensation~~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 months ended April 3, 2021 and March 28, 2020 consisted of the following:

Total operating lease costs include variable lease costs of $4 million and $3 million for the three months ended April 3, 2021 and March 28, 2020, respectively. Total operating lease costs also include offsetting sublease income which is immaterial for the three months ended April 3, 2021 and March 28, 2020.

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

As of April 3, 2021, the Company has additional operating leases that have not yet commenced. Obligations under these leases are not material. Additionally, as a lessor, the ~~Stock Incentive Plan, 1,083,665 stock options were granted~~Company leases all or a portion of certain owned properties. Rental income for the three months ended April 3, 2021 and March 28, 2020 was not material.

The Company recorded a tax expense of $24 million and a tax benefit of $4 million for the three months ended April 3, 2021 and March 28, 2020, respectively.

For interim periods, income tax is equal to ~~eligible employees at a~~the total of (1) year-to-date pretax income multiplied by the Company’s forecasted effective tax rate plus (2) tax expense items specific to the period. In situations where the Company expects to report losses for which the Company does not expect to receive tax benefits, the Company is required to apply separate forecasted effective tax rates to those jurisdictions rather than including them in the consolidated forecasted effective tax rate.

For the three months ended April 3, 2021, the net tax expense of $24 million consists primarily of interim period tax expense of $24 million based on year-to-date actual amounts. In addition to items specific to the period, the Company’s income tax rate is impacted by the mix of earnings across the jurisdictions in which the Company operates, non-deductible expenses, and U.S. taxation of foreign earnings.

The following table sets forth the computation of basic and diluted earnings per share (in millions except shares in thousands and per share data):

Diluted earnings per share is computed based upon the weighted average ~~exercise~~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 the Company’s common stock for the three months ended April 3, 2021 and March 28, 2020. 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 months ended April 3, 2021, average options and other rights to purchase approximately 0.1 million shares of common stock were outstanding and anti-dilutive during the three months ended April 3, 2021, and therefore excluded from the computation of

diluted earnings per common share. In addition, an average of approximately 0.7 million shares of performance-based unit awards are excluded from the computation of diluted earnings per common share for the three months ended April 3, 2021 as the contingency has not been satisfied. For the three months ended March 28, 2020, options and other rights to purchase approximately 4.5 million shares of ~~$9.17~~common stock were outstanding and ~~weighted~~anti-dilutive during the three months ended March 28, 2020, and therefore excluded from the computation of diluted income per common share. An average ~~grant date fair value~~of approximately 0.4 million shares of performance-based unit awards are excluded from the computation of diluted earnings per common share ~~of $2.61.~~for the three months ended March 28, 2020, as the contingency has not been satisfied.

Refer to Note 12. Commitments and Contingencies for further details on Obligations payable under Indemnification Agreements.

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 ~~June 30, 2020~~April 3, 2021 and ~~June 30, 2019~~March 28, 2020, environmental expenses related to these operating sites were not material. Liabilities for environmental costs were $22 million as of ~~June 30, 2020~~April 3, 2021 and December 31, ~~2019.~~2020.

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~~the Company’s unaudited consolidated results of operations and operating cash flows in the periods recognized or paid.

The indemnification and reimbursement agreement (the “Reimbursement Agreement”) and the tax matters agreement (the “Tax Matters Agreement”) (collectively, the “Indemnification Agreements”) are described below.

On October 29, 2018, in connection with the Spin-Off, the Company entered into ~~an indemnification and reimbursement agreement~~the 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~~million. See Note 19. Commitments and Contingencies in 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 oversight2020 Annual Report on Form 10-K 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.~~further discussion.

The following table summarizes information concerning ~~our Honeywell~~the Company’s Reimbursement Agreement liabilities:

For the three ~~and six~~ months ended ~~June 30,~~April 3, 2021 and March 28, 2020, net expenses related to the ~~Honeywell Reimbursement Agreement were $35 million and $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~~$34 million, respectively, and are recorded in Other expense, net. ~~Honeywell~~

Reimbursement Agreement liabilities are included in the following balance sheet accounts:

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~~the Company’s 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~~the Tax Matters ~~Agreement”)~~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 ~~June 30, 2020~~April 3, 2021 and December 31, ~~2019,~~2020, the Company had an indemnity outstanding to Honeywell for future tax payments of ~~$141~~$131 million and ~~$149~~$139 million, respectively, which is included in Obligations payable ~~to 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 ~~June 30,~~April 3, 2021 and March 28, 2020, royalty fees were $5 million and ~~$11~~$6 million, respectively. ~~For the three and six months ended June 30, 2019, royalty fees were $6 million and $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 or 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. No such matters are material to the Company's unaudited financial statements.

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 class action securities suit in the U.S. District Court for the District of Minnesota styled In re

Resideo Technologies, Inc. Securities Litigation ~~19cv-02889~~, 19-cv-02863 (the ~~"Securities Litigation"~~“Securities Litigation”). The 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, 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~~The motion to dismiss was fully briefed and a hearing was held on the motion on December 1, 2020. On February 25, 2021, the Company and the plaintiffs participated in a mediation, which did not result in a settlement. On March 30, 2021, United States District Judge Wilhelmina M. Wright issued an order and decision denying the motion to dismiss. On April 13, 2021, the Defendants filed an answer in the Securities Litigation. Judge Wright has scheduled a pre-trial conference for May 18, 2021. See ~~“Note~~Note 19. Commitments and ~~Contingencies”~~Contingencies of Notes to Consolidated and Combined Financial Statements in ~~our 2019~~the Company’s 2020 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 6,7, 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. An additional shareholder derivative complaint was filed on August 12, 2020, by Plaintiff Daniel Sanclemente (the “Sanclemente Action”) on behalf of the Company in the District Court for the District of Delaware, captioned Sanclemente v. Nefkens, 20-cv-1062, alleging substantially the same facts and making substantially the same claims against the same defendants as in the Derivative Complaint. The District Court has consolidated the Derivative Complaint and the Sanclemente Action. The consolidated action is styled In re Resideo

Technologies, Inc. Derivative Litigation, 20-cv-00915 (the “Derivative Action”), and lead counsel has been appointed.Additionally, the court granted a stipulation ~~is subject~~ to stay the ~~court’s approval.~~consolidated action pending the resolution of the motion to dismiss in the Securities Litigation. On August 28, 2020, Riviera Beach Police Pension Fund (“Riviera Beach”) filed a motion to intervene in the Derivative Action. On September 18, 2020, Riviera Beach and the existing plaintiffs reached an agreement regarding the leadership structure of the Derivative Action in the event that Riviera Beach files its own complaint in the future, and in connection therewith, Riviera Beach withdrew its motion to intervene. On March 30, 2021, the stay of the Derivative Action expired by its terms, given the denial of the motion to dismiss in the Securities Litigation, but was extended by stipulation of the parties until May 13, 2021, which stipulation was filed by the parties on April 13, 2021 and so ordered by the Court on April 14, 2021. 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 product performance guarantees based on contract terms and historical experience at the time of sale. Adjustments to initial obligations for warranties and guarantees are made as changes to the obligations become reasonably estimable. Product warranties and product performance guarantees are included in Accrued liabilities.

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

The Company’s debt at April 3, 2021 and December 31, 2020 consisted of the following:

On February 12, 2021, the Company entered into an amended and restated credit agreement (the “A&R Credit Agreement”). The A&R Credit Agreement provides for (i) a seven-year senior secured term B loan facility in an aggregate principal amount of $950 million (the “A&R Term B Facility”) and (ii) a five-year senior secured revolving credit facility in an aggregate principal amount of $500 million (the “A&R Revolving Credit Facility” and, together with the A&R Term B Facility, the “A&R Senior Credit Facilities”).

The A&R Credit Agreement replaces the five-year variable rate term loan A due 2023, the seven-year variable rate term loan B due 2025 and the five-year senior secured first-lien revolving credit facility.

In addition to paying interest on outstanding borrowings under the A&R Revolving Credit Facility, the Company is required to pay a quarterly commitment fee based on the unused portion of the A&R Revolving Credit Facility. Borrowings under the A&R Credit Agreement can be prepaid at the Company’s option without premium or penalty other than a 1.00% prepayment premium that may be payable in connection with certain repricing transactions within a certain period of time after the closing date. Up to $75 million may be utilized under the A&R Revolving Credit Facility for the issuance of letters of credit to the Company or any of the Company’s subsidiaries. Letters of credit are available for issuance under the A&R Credit Agreement on terms and conditions customary for financings of this kind, which issuances will reduce the available funds under the A&R Revolving Credit Facility.

The A&R Senior Credit Facilities are subject to an interest rate and interest period which the Company will elect. If the Company chooses to make a base rate borrowing on an overnight basis, the interest rate will be based on the highest of (1) the rate of interest last quoted by The Wall Street Journal as the “prime rate” in the United States, (2) the greater of the federal funds effective rate and the overnight bank funding rate, plus 0.5% and (3) the one month adjusted LIBOR rate, plus 1.00% per annum. For the A&R Term Loan B, the applicable LIBOR rate will not be less than 0.50% per annum. The applicable margin for the A&R Term B Facility is 2.25% per annum (for LIBOR loans) and 1.25% per annum (for base rate loans). The applicable margin for the A&R Revolving Credit Facility varies from 2.25% per annum to 1.75% per annum (for LIBOR loans) and 1.25% to 0.75% per annum (for base rate loans) based on the Company’s leverage ratio.

The A&R Credit Agreement contains certain affirmative and negative covenants customary for financings of this type that, among other things, limit the Company and the Company’s subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness and to pay dividends, to make other distributions or redemptions/repurchases, in respect of the Company and the Company’s subsidiaries’ equity interests, to engage in transactions with affiliates or amend certain material documents. In addition, the A&R Revolving Credit Facility also contains certain financial maintenance covenants.

All obligations under the A&R Senior Credit Facilities are or will be unconditionally guaranteed jointly and severally, by: (a) the Company and (b) substantially all of the direct and indirect wholly owned subsidiaries of the Company that are organized under the laws of the United States, any state thereof or the District of Columbia (collectively, the “Guarantors”). The Guarantors entered into a guarantee under the A&R Credit Agreement concurrently with the effectiveness of the A&R Credit Agreement. Subject to certain limitations, the A&R Senior Credit Facilities are or will be secured on a first priority basis by: (x) a perfected security interest in the equity interests of each direct subsidiary of the Company and each Guarantor under the A&R Senior Credit Facilities (subject to certain customary exceptions) and (y) perfected, security interests in, and mortgages on, substantially all tangible and intangible personal property and material real property of the Company and each of the Guarantors under the A&R Senior Credit Facilities, subject, in each case, to certain exceptions.

On February 16, 2021 the Company redeemed $140 million in principal amount of the 6.125% senior unsecured notes (the “Senior Notes”) at a redemption price of 106.125% of par plus accrued interest.

As a result of the Senior Notes redemption and the execution of the A&R Credit Agreement, debt extinguishment costs of $23 million were incurred during the three months ended April 3, 2021 and were recorded in Other expense, net.

As of April 3, 2021, there were 0 borrowings and 0 letters of credit issued under the Revolving Credit Facility. The Company assessed the amounts recorded under the A&R Term B Facility, the Senior Notes, and the Revolving Credit Facility. The Company determined that the Revolving Credit Facility approximated fair value. The A&R Term B Facility and the Senior Notes’ fair values are approximately $949 and $275 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.

For more information, please refer to Note 15. Long-term Debt and Credit Agreement in the Company’s 2020 Annual Report on Form 10-K.

The Company uses interest rate swap agreements to manage exposure to interest rate risks. The Company does not use interest rate swap agreements for speculative or trading purposes. The gain or loss on the interest rate swap is recorded in Accumulated other comprehensive loss and is subsequently recognized as Interest expense in the Interim Consolidated Statements of Operations when the hedged exposure affects earnings. If the related debt or the interest rate swap is terminated prior to maturity, the fair value of the interest rate swap recorded in Accumulated other comprehensive loss may be recognized in the Consolidated Interim Statements of Operations based on an assessment of the agreements at the time of termination.

In March 2021, the Company entered into 8 interest rate swap agreements (the “Swap Agreements”) with several financial institutions for a combined notional value of $560 million. The effect of the Swap Agreements is to convert a portion of the Company’s variable interest rate obligations based on three-month LIBOR with a minimum rate of 0.50% per annum to a base fixed weighted average rate of 0.9289% over terms ranging from three to five years. The Swap Agreements are adjusted to fair value on a quarterly basis. The estimated fair value is based on Level 2 inputs including primarily the forward LIBOR curve available to swap dealers. Contract gains recognized in other comprehensive income (loss) and amounts reclassified from Accumulated other comprehensive loss into earnings were not material for any of the periods presented. The fair value of the Swap Agreements at April 3, 2021 was not material. Amounts expected to be reclassified into earnings in the next 12 months were not material as of April 3, 2021.

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 ~~June 30, 2020~~April 3, 2021 and December 31, ~~2019~~2020 were ~~$129~~$164 million and ~~$124~~$168 million, respectively, and are included in Other liabilities in the unaudited Consolidated Interim Balance ~~Sheet.~~Sheets. Net periodic benefit cost recognized in Comprehensive ~~loss~~income (loss) for the three ~~and six~~ months ended ~~June 30,~~April 3, 2021 and March 28, 2020 is $2 million and ~~$4 million, respectively. Net periodic benefit cost recognized in Comprehensive (loss) income for the three and six months ended June 30, 2019 was~~ $2 ~~million and $4~~ million, respectively.

The components of net periodic benefit costs other than the service cost are included in Other expense, net in the unaudited Consolidated Interim Statements of Operations for the three ~~and six~~ months ended ~~June 30, 2020~~April 3, 2021 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.

~~The table below provides a reconciliation of net (loss) income to Segment Adjusted EBITDA:~~March 28, 2020.

~~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 ~~June 30, 2020~~April 3, 2021 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 ~~June 30, 2020~~April 3, 2021 should be read in conjunction with the consolidated and combined financial statements for the year ended December 31, ~~2019~~2020 contained in our ~~2019~~2020 Annual Report on Form 10-K (the ~~“2019~~“2020 Annual Report on Form 10-K”).

We are a leading global ~~provider~~manufacturer and distributor of technology driven products ~~software~~and solutions ~~and technologies~~ that help homeowners and businesses 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 have a global footprint serving commercial and residential end-markets. We manage our business operations through two operating segments, Products & Solutions and ADI Global Distribution. Our Products & Solutions segment ~~consist~~consists of ~~solutions in Comfort, Residential Thermal Solutions~~comfort, security, residential thermal (“RTS”) products and ~~Security categories and~~solutions. Our offerings include temperature and humidity control, thermal and combustion solutions, 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~~including intrusion, access control and video products and participates significantly in the broader related markets of smart home, fire, ~~video surveillance, access control,~~ power, audio, ~~and video,~~ ProAV, networking, communications, wire and cable, ~~enterprise connectivity~~ and ~~structured wiring.~~data communications. The Products & Solutions segment, ~~which,~~ consistent with our industry, has a higher gross and operating profit margin profile in comparison to the ADI Global Distribution segment.

~~Our~~During the fourth quarter of 2020, we made a change to our reportable segments. Previously we allocated corporate costs to the Products & Solutions segment as well as the ADI Global Distribution segment. We now report corporate costs separately, as Corporate, from the two operating segments. In addition, during the fourth quarter of 2020, our Chief Operating Decision Maker ~~evaluates~~moved towards making financial decisions and allocating resources based on segment ~~performance based on~~Operating profit, rather than Segment Adjusted EBITDA. ~~Segment Adjusted EBITDA is defined as segment net (loss) income before income taxes, net interest expense (income), depreciation~~These changes were designed to better align accountability and ~~amortization plus or minus environmental expense, expenses related to~~authority, give a clearer view into 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 businessoperational performance of the two 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.~~increase accountability for management of corporate spending.

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 half of 2020 saw the~~ global outbreak of a novel coronavirus disease (“COVID-19”)~~, which~~ created economic ~~disruption~~disruption. Starting at the end of the first quarter of 2020, we experienced constrained supply and ~~negatively~~slowed customer demand, as well as temporary closures of several of our ADI Global Distribution branches, that adversely impacted business, results of operations and overall financial performance. Although there remains uncertainty as to the continuing implications of COVID-19, customer demand has improved and ongoing cost actions and transformation efforts contributed to the improvements in the Company’s operations and overall financial performance.

Net revenue increased $240 million in the first quarter of 2021 compared to the same quarter of 2020, with increased sales growth in both ~~segments.~~Products & Solutions and ADI Global Distribution. Gross profit as a percent of net revenues increased to 26% in the first quarter of 2021 from 24% in the first quarter of 2020. The primary drivers to the increase in gross profit percentage were a 100 bps favorable impact as a result of higher revenue volumes in both Products & Solutions and ADI Global Distribution, a 100 bps favorable impact from sourcing productivity, and a 100 bps favorable impact from a decrease in Spin-Off and restructuring related costs. These impacts were partially offset by a 100 bps unfavorable impact from increased freight costs. First quarter net income was $49 million for the three months ended April 3, 2021 compared to a net loss of $21 million for the three months ended March 28, 2020.

Selling, general, and administrative expenses decreased by $12 million in the recent quarter compared to the first quarter of 2020.The decrease was driven by lower Spin-Off and restructuring related expenses, transformation programs cost savings, cost reduction as a result of COVID-19, and other cost reductions totaling $45 million. These decreases were partially offset by commercial investments, foreign currency translation, increased bonus expense, and labor and other inflation totaling $33 million.

~~Recent Developments~~We ended the first quarter with $508 million in cash and cash equivalents. Net cash provided by operating activities was $5 million for the three months ended April 3, 2021. At April 3, 2021, accounts receivable were $875 million, inventories were $681 million and there were no borrowings under our revolving credit facility.

The World Health Organization (“WHO”) declared COVID-19 a pandemic in March 2020. The broader implications of COVID-19 on our results of operations and overall financial performance remain uncertain. ~~During~~Starting at the end of the first ~~six months~~quarter of 2020, we experienced constrained supply and slowed customer demand, as well as temporary closures of several of our ADI Global Distribution branches, that ~~has and may continue to~~ adversely ~~impact~~impacted business, results of operations and overall financial ~~performance~~performance. During the second half of 2020 and into 2021 customer demand has improved and on-going cost actions and transformation efforts contributed to the improvements in ~~future periods. See “Item 1A. Risk Factors”~~the Company’s results of ~~this Form 10-Q for further discussion~~operations and overall financial performance. As viruses constantly change through mutation, new variants of the ~~possible~~COVID virus have occurred and are expected to continue to occur over time. The CDC and other world health agencies have identified multiple variants which are circulating globally. Research is being conducted to understand how easily these variants may be transmitted and the effectiveness of currently authorized vaccines against them. In addition, vaccine manufacturers are creating booster shots to improve protection against variants. As new information emerges it may have an impact ~~of the COVID-19 pandemic~~ on ~~our business.~~potential restrictions globally in areas including travel and commercial operations restrictions. As there remains ~~a high degree of~~ uncertainty around the impacts of the COVID-19 pandemic, we address and evaluate the impacts ~~regularly.~~frequently.

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 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 certain ADI Global Distribution sales branches, although certain of these facilities have since reopened or remained opened with restricted sales 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.

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 its variants, 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 second quarter.~~challenging. 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.

On February 12, 2021, we entered into an amended and restated credit agreement (the “A&R Credit Agreement”). The A&R Credit Agreement provides for (i) a seven-year senior secured term B loan facility in an aggregate principal amount of $950 million (the “A&R Term B Facility”) and (ii) a five-year senior secured revolving credit facility in an aggregate principal amount of $500 million (the “A&R Revolving Credit Facility” and, together with the Term Loan Facilities, the “A&R Senior Credit Facilities”).

On February ~~10, 2020,~~16, 2021, we ~~completed~~redeemed $140 million in principal amount of the ~~acquisition~~Senior Notes at a redemption price of ~~privately held Herman ProAV (“Herman"), a leading provider and distributer~~106.125% 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.par plus accrued interest.

~~Net revenue decreased $213~~As a result of the Senior Notes redemption and the execution of the A&R Credit Agreement, debt extinguishment costs of $23 million in the recent quarter compared to the second quarter of 2019, driven by the impact of COVID-19. Gross profit as a percent of net revenues decreased to 23% in the recent quarter from 26% in the second quarter of 2019. The primary drivers to the decrease in gross profit percentage were a 200 bps unfavorable impact from lower revenue volumes in ADI Global Distribution and 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. ~~Second~~ ~~quarter net loss was $76 million for~~incurred during the three months ended ~~June 30, 2020~~ ~~compared to net loss of $11 million for the three months ended June 30, 2019.~~April 3, 2021 and were recorded in Other expense, net.

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

We ended the second quarter with $362 million in cash and cash equivalents. Net cash provided by operating activities was $71 million for the six months ended June 30, 2020. At June 30, 2020, accounts receivable were $704 million and inventories were $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”).

~~On January 1, 2020, we changed~~The prior year segment information was recast to present Corporate separately as well as present Operating profit which replaces Segment Adjusted EBITDA. See Note 4. Segment Financial Data of Notes to Consolidated Interim Financial Statements for additional information. Certain reclassifications have been made to prior period financial statements to conform to the classification ~~of research and development expenses~~adopted 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.current period.

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

Products & ~~Solutions.~~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),~~security, and electrical distributors including our ADI Global Distribution business, OEMs, and service providers such as HVAC contractors, security dealers and ~~plumbers including our ADI Global Distribution business.~~plumbers. We also sell some products via retail and online channels.

ADI Global ~~Distribution.~~Distribution: We generate revenue through the distribution of low-voltage electronic and security products, as well as smart home, fire, power, audio and ProAV, networking, communications, wire and cable, and data communications 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~~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. ~~16%~~14% of ADI Global Distribution’s net revenue is supplied by our Products & Solutions segment. Management estimates that in ~~2019~~2020 and 2021 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;~~assurance, non-research and development engineering costs, 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 Honeywell 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.liability payments. For further information see the ~~“Honeywell Reimbursement~~“Reimbursement Agreement” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations and ~~“Note 13.~~Note 12. Commitments and ~~Contingencies”~~Contingencies of Notes to Interim Financial Statements of this Form 10-Q. Other expense, net also includes debt extinguishment costs incurred as a result of the Senior Notes redemption and the execution of the A&R Credit Agreement as well as foreign exchange gains and ~~losses.~~losses and other non-operating related expense or income.

Interest expense consists of interest on our short and long-term obligations, including our senior notes, term credit ~~facility, and~~facilities, revolving credit ~~facility.~~facilities, and any realized gains or losses from our interest rate swaps. 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, non-deductible expenses, and other ~~non-deductible expenses.~~permanent differences.

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

	Three Months Ended						Six Months Ended					Three Months Ended
	June 30,						June 30,					April 3,		March 28,
	2020			2019			2020			2019		2021		2020
Net revenue	$	1,029		$	1,242		$	2,208		$	2,458	$	1,419	$	1,179
Cost of goods sold		793			919			1,688			1,803		1,051		895
Gross profit		236			323			520			655		368		284
Selling, general and administrative expenses		242			281			492			528		238		250
Operating (loss) profit		(6	)		42			28			127
Operating profit													130		34
Other expense, net		29			35			71			19		44		42
Interest expense		18			18			35			35		13		17
(Loss) income before taxes		(53	)		(11	)		(78	)		73
Tax expense		23			-			19			36
Net (loss) income	$	(76	)	$	(11	)	$	(97	)	$	37
Income (loss) before taxes													73		(25	)
Tax expense (benefit)													24		(4	)
Net income (loss)												$	49	$	(21	)
Weighted Average Number of Common Shares Outstanding (in thousands)
Basic		123,203			122,700			123,083			122,635		143,382		122,962
Diluted		123,203			122,700			123,083			123,490		147,656		122,962
(Loss) Earnings Per Share
Earnings (Loss) Per Share
Basic	$	(0.62	)	$	(0.09	)	$	(0.79	)	$	0.30	$	0.34	$	(0.17	)
Diluted	$	(0.62	)	$	(0.09	)	$	(0.79	)	$	0.30	$	0.33	$	(0.17	)

Results of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~April 3, 2021 and March 28, 2020 ~~and 2019~~

Net revenue for the three months ended April 3, 2021 was $1,419, an increase of $240 million, or 20%, from $1,179 million for the three months ended March 28, 2020. The ~~change in net revenue compared~~increase is mainly due to ~~prior year period is attributable to the following:~~volume.

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

Cost of goods sold for the three months ended ~~June 30, 2020~~April 3, 2021 was ~~$793~~$1,051 million, ~~a decrease~~an increase of ~~$126~~$156 million, or ~~14%~~17%, from ~~$919~~$895 million for the three months ended ~~June 30, 2019.~~March 28, 2020.

This ~~decrease~~increase in cost of goods sold was driven by ~~lower~~higher revenue volumes in Products & Solutions and ADI Global Distribution, ~~and Products & Solutions, transformation programs cost savings,~~ foreign currency translation, ~~sourcing productivity,~~increased freight costs, and ~~savings in other miscellaneous cost of goods sold~~material and labor inflation totaling ~~$172~~$189 million. ~~The decreased~~These increased costs were partially offset by ~~the impact of expenses~~a decrease in Spin-Off and restructuring related ~~to revenue that are attributable to the operations of Herman, increased factory~~ costs, ~~related to COVID-19 employee safety measures, unfavorable~~sourcing productivity, favorable changes in sales mix, ~~material~~lower charges related to obsolete and ~~labor inflation~~surplus inventory, and ~~restructuring related costs~~transformation programs cost savings totaling ~~$46~~$33 million.

The primary drivers to the ~~decrease~~increase in gross profit percentage were a ~~200~~100 bps ~~unfavorable~~favorable impact as a result of ~~lower~~higher revenue volumes in Products & Solutions and ADI Global Distribution, ~~and Products & Solutions,~~a 100 bps ~~unfavorable~~favorable impact from ~~increased factory costs related to COVID-19 employee safety measures,~~sourcing productivity, and a 100 bps ~~unfavorable~~favorable impact from ~~sales mix changes.~~a decrease in Spin-Off and restructuring related costs. 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.freight costs.

Selling, general and administrative expense for the three months ended ~~June 30, 2020~~April 3, 2021 was ~~$242~~$238 million, a decrease of ~~$39~~$12 million, from ~~$281~~$250 million for the three months ended ~~June 30, 2019.~~March 28, 2020. The decrease was driven by lower Spin-Off and restructuring related expenses, transformation programs cost savings, cost ~~reduction actions including~~reductions as a result of COVID-19, ~~related cost management efforts, decrease in spin related expense, foreign currency translation~~ and other cost reductions totaling ~~$59~~$45 million. These decreases were partially offset by commercial investments, foreign currency translation, increased bonus expense, and labor and other ~~cost~~ inflation ~~impact of acquisitions, commercial investments, and restructuring related costs~~ totaling ~~$20~~$33 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 commercial investments totaling $49 million.

Other expense, net for the three months ended ~~June 30, 2020,~~April 3, 2021 was ~~expense~~$44 million, an increase of ~~$29 million, a decrease of $6~~$2 million from ~~$35~~$42 million for the three months ended ~~June 30, 2019. This decrease primarily related to decreased expenses~~March 28, 2020. Other expense, net increased $23 million from $4debt extinguishment costs incurred as a result of the Senior Notes redemption and the execution of the A&R Credit Agreement, offset by $11 million in favorable foreign exchange impact, $1$9 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 half of 2020, we recognized $69 million in expense from the Honeywell Reimbursement Agreement compared to expense of $22 millionreduction in the ~~first half of 2019, an increase of $47 million primarily~~accruals related to ~~a provision in~~ the ~~Honeywell Reimbursement~~Tax Matters Agreement, that reduced the obligation due to Honeywell for any proceeds received from a property sale of a site under the agreement. Total increases also include $6 million from unfavorable foreign exchange impact, partially offset byand a $1 million decrease in other non-operating ~~expenses.~~expense.

The Company recorded a tax expense of ~~$23~~ $24million ~~and $19 million for the~~ three ~~and six~~ months ended ~~June 30, 2020, respectively.~~April 3, 2021.

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 for which we do not expect to receive tax 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 ~~June 30, 2020,~~April 3, 2021 the net tax expense of ~~$23~~$24 million ~~was driven by~~consists primarily of interim period tax expense of ~~$25~~$24 million based on year-to-date actual amounts, offset by a tax benefit specific to the period of approximately $2 million consisting primarily of a $3 million tax benefit for changes in estimates related to prior years, which was partially offset by tax expense for share-based excess cost of $1 million.amounts. 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.

Products & Solutions revenue ~~declined 26%~~increased 28%, ~~with lower revenue volumes across all business driven by the impact of COVID-19. Segment Adjusted EBITDA declined~~mainly due to increased unit volume. Operating profit increased from ~~$75~~$58 million to ~~$35~~$130 million, or ~~53%~~124%. ~~Segment Adjusted EBITDA~~Operating profit was ~~negatively~~positively impacted by ~~$83 million due to~~higher revenue, sourcing productivity, a decrease in Spin-Off and restructuring related expenses, transformation programs cost savings, lower ~~volume and increased factory costs~~charges related to ~~COVID-19 employee safety measures. Other decreases of $21 million relate to inflation,~~obsolete and surplus inventory, favorable changes in sales mix, and other cost reduction efforts totaling $103 million. These impacts were partially offset by increased freight costs, 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, and increased ~~factory operating costs attributable to COVID-19 employee safety measures. Other decreases of $32 million relate primarily to~~bonus expense, and 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 $50 million in benefits from ongoing transformation programs, $22 million benefit from cost management actions in response to COVID-19, and $24 million from other cost reduction efforts including product cost reduction programs, increased selling prices and reduced inventory reserve costs.totaling $31 million.

ADI Global Distribution revenue ~~decreased 10%. COVID-19 impacted all sales regions with decreased revenue volumes. Segment Adjusted EBITDA of $28~~increased 15%, highlighted by strong growth in U.S. and Canada, as well as EMEA. Revenue was aided by three additional selling days in 2021. Operating profit increased from $48 million ~~was down $19~~to $59 million, or ~~40%~~23%. ~~Segment Adjusted EBITDA~~Operating profit was ~~negatively~~favorably impacted primarily by ~~lower~~higher revenue, ~~and unfavorable~~favorable changes in 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 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.

We have an ongoing financial and operational review which is focused on product cost and gross margin improvement, and general and administrative expenses simplification. 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 These positive impacts were partially offset by commercial investments, as well as ~~previous programs. These restructuring actions are expected to generate incremental pre-tax savings of $30 million to $40 million, net of~~labor and other cost inflation totaling $9 million.

Corporate 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 $14 million for the ~~six~~three months ended ~~June 30, 2020 and was funded through operating cash flows.~~

~~Net restructuring and related expenses~~April 3, 2021 were ~~$11~~$59 million, ~~and $20~~a decrease from $72 million for the three ~~and six~~ months ended ~~June 30,~~March 28, 2020, ~~primarily related to severance. Net~~or 18%. The decrease was driven by lower Spin-Off and restructuring ~~and~~ related expenses, transformation programs cost savings, and other cost reductions totaling $28 million. These decreases were ~~$25 million for the three~~partially offset by increased third-party spend, increased bonus expense, foreign currency translation, and ~~six months ended June 30, 2019~~labor 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.other inflation totaling $15 million.

Our liquidity is primarily dependent on our ability to continue to generate cash flows from operations, supplemented by external sources of capital as needed.

~~In order to preserve capital resources and liquidity, we have accelerated~~ improvements in the productivity and effectiveness of our manufacturing, selling and administrative 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, and reducing salaries and implementing a furlough program for certain other company employees. We have also implemented workstreams intended to avail our business of all appropriate government 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.

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~~availability under our credit facilities are sufficient to meet our capital requirements through at least the next 12 ~~months.~~months, although we could be required, or could elect, to seek additional funding prior to that time. We may enter into acquisitions or strategic arrangements in the future which also could require us to seek additional equity or debt financing.

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).~~ million.

The amount paid during the ~~six~~three months ended ~~June 30, 2020~~April 3, 2021 was $35 million. ~~As described in more detail below,~~See Note 12. Commitments and Contingencies of Notes to Consolidated Interim Financial Statements of the ~~second quarter payment has been deferred~~Form 10-Q and ~~is required to be paid on or before October 30, 2020.~~ ~~See “Note~~Note 19. Commitments and ~~Contingencies”~~Contingencies of Notes to Consolidated and Combined Financial Statements in our ~~2019~~2020 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 ~~Six~~three Months Ended ~~June 30,~~April 3, 2021 and March 28, 2020 ~~and 2019~~

Our cash flows from operating, investing and financing activities for the ~~six~~three months ended ~~June 30,~~April 3, 2021 and March 28, 2020, ~~and 2019,~~ as reflected in the unaudited Interim Financial Statements, are summarized as follows:

Cash ~~used for~~provided by operating activities for the ~~six~~three months ended ~~June 30, 2020~~April 3, 2021 increased by ~~$108~~$79 million, primarily due to the impacts from the slow-down of 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. increased profitability.

Cash used for investing activities ~~increased~~decreased by ~~$11~~$27 million, primarily due to ~~$18~~$30 million of additional cash paid for acquisitions in the first quarter of 2020, partially offset by ~~a decrease~~an increase of $7$3 million of cash paid for capital ~~expenditures.~~expenditures in the first quarter of 2021.

Net cash provided by financing activities ~~increased~~decreased by ~~$272~~$336 million. The ~~increase~~decrease in cash provided by financing activities was primarily due to ~~$250~~a decrease of $350 million of ~~borrowings under~~proceeds from our ~~$350 million~~ revolving credit facility that was used to increase our cash position in 2020 in light of the economic uncertainty surrounding the COVID-19 pandemic, partially offset by ~~decreases of $5~~$8 million of ~~repayment~~net proceeds resulting from the A&R Credit Agreement, redemption of ~~long-term~~the $140 million in principal amount of the Senior Notes, and debt issuance and ~~$17 million of non-operating obligations paid to Honeywell.~~modification costs.

We believe our capital spending has been sufficient to 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~~2020 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~~2020 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.~~Note 12. Commitments and ~~Contingencies”~~Contingencies of Notes to Consolidated Interim Financial Statements of this Form 10-Q for a discussion of environmental and other litigation matters.

See ~~“Note~~Note 2. Summary of Significant Accounting ~~Policies”~~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 ~~June 30, 2020, $1,047~~April 3, 2021, $950 million of our total debt of ~~$1,427~~$1,210 million carried variable interest rates. In March 2021, eight interest rate swap agreements were entered into with various financial institutions for a combined notional amount of $560 million (the “Swap Agreements”). The Swap Agreements effectively converted a portion of the Company’s variable interest rate obligations based on three-month LIBOR with a minimum rate of 0.50% per annum to a base fixed weighted average rate of 0.9289% over a term of three to five years. For more information on the Swap Agreements, see Note 14. Derivative Instruments of Notes to Consolidated Interim Financial Statements of this Form 10-Q. The fair market values of our fixed-rate financial instruments and Swap Agreements are sensitive to changes in interest rates. At ~~June 30, 2020,~~April 3, 2021, an increase ~~or decrease~~ in interest rate ~~on our term loans and revolving credit facility~~ by 100 basis points would have an

approximate $9$4 million impact on our annual interest expense, while a decrease in interest rate is not possible due to the interest rate floor on our variable rate 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, Indian Rupee, Canadian Dollar, and ~~Czech Koruna.~~Mexican Peso. 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 ~~June 30, 2020~~April 3, 2021 and December 31, ~~2019~~2020 we have no outstanding foreign currency 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 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 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 ~~June 30, 2020~~April 3, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial ~~reporting.~~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 or 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.

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 in 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.~~Note 12. Commitments and ~~Contingencies”~~Contingencies — Other Matters of Notes to Consolidated ~~and Combined~~Interim Financial Statements ~~in our 2019 Annual Report~~of this Form 10-Q for a discussion on ~~Form 10-K for further discussion. The Company intends to vigorously defend against the allegations in the 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~~2020 Annual Report on Form ~~10-K, except as reflected in the two revised risk factors and one additional risk factor set forth below.~~10-K.

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 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 COVID-19 virus, which has been characterized by the World Health Organization as a pandemic. This 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 throughout the duration of 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 second quarter. Such impacts 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 spikes in cases related to the pandemic 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 have not had a 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.

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.

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

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

	Financial Statement Line Item	At April 3, 2021		At December 31, 2020
Operating right-of-use assets	Other assets	$	135	$	133
Operating lease liabilities - current	Accrued liabilities	$	34	$	33
Operating lease liabilities - noncurrent	Other liabilities	$	109	$	107

	April 3,			December 31,
	2021			2020
6.125% notes due 2026	$	260		$	400
Five-year variable rate term loan A due 2023		-			315
Seven-year variable rate term loan B due 2025		-			465
Seven-year variable rate term loan B due 2028		950			-
Unamortized deferred financing costs		(14	)		(18	)
Total outstanding indebtedness		1,196			1,162
Less: Amounts expected to be paid within one year		10			7
Total long-term debt due after one year	$	1,186		$	1,155

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

	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 and Six Months Ended June 30, 2020 and 2019	5		Consolidated Interim Statements of Operations (unaudited) – Three Months Ended April 3, 2021 and March 28, 2020	5

		Consolidated Interim Statements of Comprehensive (Loss) Income (unaudited) – Three and Six Months Ended June 30, 2020 and 2019	6		Consolidated Interim Statements of Comprehensive Income (Loss) (unaudited) – Three Months Ended April 3, 2021 and March 28, 2020	6

		Consolidated Interim Balance Sheets (unaudited) – June 30, 2020 and December 31, 2019	7		Consolidated Interim Balance Sheets (unaudited) – April 3, 2021 and December 31, 2020	7

		Consolidated Interim Statements of Cash Flows (unaudited) – Six Months Ended June 30, 2020 and 2019	8		Consolidated Interim Statements of Cash Flows (unaudited) – Three Months Ended April 3, 2021 and March 28, 2020	8

		Consolidated Interim Statements of Equity (unaudited) - Three and Six Months Ended June 30, 2020 and 2019	9		Consolidated Interim Statements of Equity (unaudited) – Three Months Ended April 3, 2021 and March 28, 2020	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	24	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

	3.	Quantitative and Qualitative Disclosures About Market Risk	34	3.	Quantitative and Qualitative Disclosures About Market Risk	29

	4.	Controls and Procedures	35	4.	Controls and Procedures	30

Part II.	1.	Legal Proceedings	36	1.	Legal Proceedings	31

	1A.	Risk Factors	36	1A.	Risk Factors	31

	6.	Exhibits	40	6.	Exhibits	32

		Signatures	41		Signatures	33


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
Net income		-		-		-		-			-		37			-			37
Other comprehensive income, net of tax		-		-		-		-			-		-			2			2
Issuance of common stock under stock-based compensation plans, net of shares withheld for employee taxes		211		90		-		(2	)		-		-			-			(2	)
Stock-based compensation	-		-			-		-			14		-		-				14
Adjustments due to Spin-Off		-		-		-		-			9		-			-			9
Balance at June 30, 2019		122,710		558	$	-	$	(2	)	$	1,743	$	39		$	(187	)	$	1,593

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

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

	At April 3, 2021
2021	$	31
2022		36
2023		30
2024		19
2025		14
Thereafter		35
Total lease payments		165
Less: imputed interest		22
Present value of operating lease liabilities	$	143
Weighted-average remaining lease term (years)		5.53
Weighted-average incremental borrowing rate		5.65	%

					April 3,		December 31,
	June 30, 2020		December 31, 2019		2021		2020
Accrued liabilities	$	175	$	140	$	140	$	140
Obligations payable to Honeywell under Indemnification Agreements		444		445
Obligations payable under Indemnification Agreements						452		451
	$	619	$	585	$	592	$	591

	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)%

							Three Months Ended
	Three Months Ended June 30,			Six Months Ended June 30,			April 3,		March 28,
	2020	2019	% Change	2020	2019	% Change	2021		2020		% Change
Total revenue	$482	$611		$1,041	$1,233		$	700	$	559
Less: Intersegment revenue	84	74		168	145			94		84
External revenue	$398	$537	(26)%	$873	$1,088	(20)%	$	606	$	475		28	%
Segment Adjusted EBITDA	$35	$75	(53)%	$88	$156	(44)%
Operating profit							$	130	$	58		124	%

Exhibit Number		Exhibit Description
2.1		~~First~~Fourth Amendment to Indemnification and Reimbursement Agreement, dated as of ~~April 21, 2020,~~February 12, 2021, between Resideo Intermediate Holding Inc. and Honeywell International Inc. (incorporated by reference to Exhibit 2.1 to ~~Resideo's~~Resideo’s Form 8-K filed ~~April 23, 2020)~~February 17, 2021)

~~2.2~~3.1		~~First Amendment to Trademark License Agreement, dated as~~Amended and Restated By-laws of ~~April 21, 2020, between~~ Resideo Technologies, ~~Inc. and Honeywell International~~ Inc. (incorporated by reference to Exhibit ~~2.7~~3.1 to ~~Resideo's~~Resideo’s Form 8-K filed ~~April 23, 2020)~~on February 19, 2021)

10.1		~~Employment~~Amendment and Restatement Agreement, ~~Letter with Jay Geldmacher~~ dated ~~May 18, 2020~~as of February 12, 2021, by and among the Resideo Technologies, Inc., Resideo Holding Inc., Resideo Intermediate Holding Inc., Resideo Funding Inc., certain other subsidiaries of Resideo Technologies, Inc,, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Resideo’s Form 8-K filed ~~May 19, 2020)~~February 17, 2021) ‡

~~10.2~~		~~Offer Letter of Anthony L. Trunzo (incorporated by reference to Exhibit 10.1 to Resideo’s Form 8-K filed May 29, 2020)~~ ‡

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)

104		Cover Page ~~from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in~~Interactive Data File (formatted as Inline XBRL ~~(and~~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: ~~August 4, 2020~~May 6, 2021	By:	/s/ Anthony L. Trunzo
		Anthony L. Trunzo Executive Vice President and Chief Financial Officer (on behalf of the Registrant and as the Registrant’s Principal Financial Officer)