UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On August 3, 2026, Resideo Technologies Inc. (“Resideo”, the “Company”, “we”, “our” and “us”) completed the previously announced separation (the “Separation”) of our former wholesale distribution business into a separate, independent publicly traded company, ADI Global Distribution Inc. (“ADI”). The Separation was structured as a tax free spin-off, which occurred by way of a pro rata distribution (the “Distribution”) of 100% of ADI common stock to Resideo common stockholders. Each Resideo common stockholder received one share of ADI common stock for every two shares of Resideo common stock held as of July 20, 2026. ADI is now an independent publicly traded company under the symbol “ADIG” on the New York Stock Exchange.
Resideo entered into various agreements to effect the Separation and provide for the relationship between Resideo and ADI, including, among others, a separation and distribution agreement, tax matters agreement, commercial product purchase agreement, employee matters agreement and transition services agreement.
The unaudited Pro Forma Condensed Consolidated Financial Statements have been derived from the Company’s historical consolidated financial statements and gives effect to the Separation. The following unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended April 4, 2026 and for each of the years ended December 31, 2025, 2024, and 2023 reflect the Company’s results of operations as if the Separation had occurred as of January 1, 2023 in that they reflect the reclassification of ADI as discontinued operations for all periods presented. The adjustments in the “Transaction Accounting Adjustments” column in the unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended April 4, 2026 and for the year ended December 31, 2025 give effect to the Separation and related transactions as if they had occurred as of January 1, 2025. As a result, there are no transaction accounting adjustments for the years ended December 31, 2024 and 2023, respectively. The unaudited Pro Forma Condensed Consolidated Balance Sheet as of April 4, 2026 reflects the Company’s financial position as if the Separation had occurred on April 4, 2026.
After the date of the Separation, Resideo no longer consolidates ADI into its financial results. The historical financial results of ADI will be reflected in the Company’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“U.S. GAAP”) for all periods.
The unaudited pro forma condensed consolidated financial statements have been prepared based upon management’s estimates and assumptions using the best available information and are subject to adjustments described below and in the accompanying notes. The unaudited pro forma condensed consolidated financial statements are presented for illustrative and informational purposes only and are not necessarily indicative of the financial position or results of operations had the Separation and related transactions been completed on the date assumed, nor are they indicative of the Company’s future financial position or results of operations. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes. The adjustments included within the “ADI Separation” column are consistent with the guidance for discontinued operations under U.S. GAAP. The Company's current estimates on a discontinued operations basis are preliminary and could change as the Company finalizes discontinued operations accounting to be reported in the Company's 2026 Annual Report on Form 10-K and applicable 2026 Quarterly Reports on Form 10-Q.
The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of April 4, 2026
| ($ in millions) | Historical Resideo (as reported) | ADI Discontinued Operations (Note a) | Transaction Accounting Adjustments | Notes | Pro Forma Resideo | |||||||||||||
| Assets: | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 438 | $ | (135 | ) | $ | (133 | ) | (b) | $ | 170 | |||||||
| Accounts receivable, net | 1,114 | (703 | ) | - | 411 | |||||||||||||
| Inventories, net | 1,357 | (1,036 | ) | - | 321 | |||||||||||||
| Other current assets | 265 | (146 | ) | - | 119 | |||||||||||||
| Total current assets | 3,174 | (2,020 | ) | (133 | ) | 1,021 | ||||||||||||
| Property, plant and equipment, net | 444 | (107 | ) | - | 337 | |||||||||||||
| Goodwill | 3,096 | (1,065 | ) | - | 2,031 | |||||||||||||
| Intangible assets, net | 1,069 | (725 | ) | - | 344 | |||||||||||||
| Other assets | 424 | (173 | ) | - | 251 | |||||||||||||
| Total Assets | $ | 8,207 | $ | (4,090 | ) | $ | (133 | ) | $ | 3,984 | ||||||||
| Liabilities and Stockholders’ equity: | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable | $ | 1,015 | $ | (610 | ) | $ | - | $ | 405 | |||||||||
| Accrued liabilities | 516 | (175 | ) | 54 | (c) | 395 | ||||||||||||
| Total current liabilities | 1,531 | (785 | ) | 54 | 800 | |||||||||||||
| Long-term debt | 3,165 | - | (1,100 | ) | (b) | 2,065 | ||||||||||||
| Other liabilities | 589 | (239 | ) | - | 350 | |||||||||||||
| Total liabilities | 5,285 | (1,024 | ) | (1,046 | ) | 3,215 | ||||||||||||
| Stockholders’ equity: | ||||||||||||||||||
| Preferred stock | 482 | - | - | 482 | ||||||||||||||
| Common stock | - | - | - | - | ||||||||||||||
| Additional paid-in capital | 2,410 | - | - | 2,410 | ||||||||||||||
| Retained earnings | 374 | (3,111 | ) | 913 | (d) | (1,824 | ) | |||||||||||
| Accumulated other comprehensive income/(loss) | (168 | ) | 45 | - | (123 | ) | ||||||||||||
| Treasury stock at cost | (176 | ) | - | - | (176 | ) | ||||||||||||
| Total stockholders’ equity | 2,922 | (3,066 | ) | 913 | 769 | |||||||||||||
| Total liabilities and stockholders’ equity | $ | 8,207 | $ | (4,090 | ) | $ | (133 | ) | $ | 3,984 | ||||||||
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Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Three Months Ended April 4, 2026
| ($ in millions except per share amounts) | Historical Resideo (as reported) | ADI Discontinued Operations (Note a) | Transaction Accounting Adjustments | Notes | Pro Forma Resideo | |||||||||||||
| Net revenue | $ | 1,912 | $ | (1,160 | ) | $ | - | $ | 752 | |||||||||
| Cost of goods sold | 1,361 | (904 | ) | - | 457 | |||||||||||||
| Gross profit | 551 | (256 | ) | - | 295 | |||||||||||||
| Operating expenses: | ||||||||||||||||||
| Research and development expenses | 48 | (11 | ) | - | 37 | |||||||||||||
| Selling, general and administrative expenses | 340 | (190 | ) | - | 150 | |||||||||||||
| Intangible asset amortization | 31 | (24 | ) | - | 7 | |||||||||||||
| Restructuring expenses | 6 | - | - | 6 | ||||||||||||||
| Business separation costs | 24 | (24 | ) | - | - | |||||||||||||
| Total operating expenses | 449 | (249 | ) | - | 200 | |||||||||||||
| Income from operations | 102 | (7 | ) | - | 95 | |||||||||||||
| Interest expense, net | 47 | (14 | ) | (3 | ) | (e) | 30 | |||||||||||
| Net income before taxes | 55 | 7 | 3 | 65 | ||||||||||||||
| Provision for income taxes | 17 | 3 | 1 | (f) | 21 | |||||||||||||
| Net income | 38 | 4 | 2 | 44 | ||||||||||||||
| Less: preferred stock dividends | 9 | - | - | 9 | ||||||||||||||
| Less: undistributed income allocated to preferred stockholders | 3 | - | - | 3 | ||||||||||||||
| Net income available to common stockholders | $ | 26 | $ | 4 | $ | 2 | $ | 32 | ||||||||||
| Earnings per common share: | ||||||||||||||||||
| Basic | $ | 0.17 | $ | 0.21 | ||||||||||||||
| Diluted | $ | 0.17 | $ | 0.21 | ||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||
| Basic | 151 | 151 | ||||||||||||||||
| Diluted | 155 | 155 | ||||||||||||||||
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Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year Ended December 31, 2025
| ($ in millions except per share amounts) | Historical Resideo (as reported) |
ADI Discontinued Operations (Note a) |
Transaction Accounting Adjustments |
Notes | Pro Forma Resideo |
|||||||||||||
| Net revenue | $ | 7,472 | $ | (4,614 | ) | $ | - | $ | 2,858 | |||||||||
| Cost of goods sold | 5,276 | (3,549 | ) | - | 1,727 | |||||||||||||
| Gross profit | 2,196 | (1,065 | ) | - | 1,131 | |||||||||||||
| Operating expenses: | ||||||||||||||||||
| Research and development expenses | 167 | (39 | ) | - | 128 | |||||||||||||
| Selling, general and administrative expenses | 1,266 | (725 | ) | - | 541 | |||||||||||||
| Intangible asset amortization | 122 | (94 | ) | - | 28 | |||||||||||||
| Restructuring, impairment and extinguishment costs | 16 | (8 | ) | - | 8 | |||||||||||||
| Business separation costs | 18 | (18 | ) | - | - | |||||||||||||
| Total operating expenses | 1,589 | (884 | ) | - | 705 | |||||||||||||
| Income from operations | 607 | (181 | ) | - | 426 | |||||||||||||
| Indemnification Agreement expense | 972 | - | - | 972 | ||||||||||||||
| Other expense (income), net | (43 | ) | 3 | - | (40 | ) | ||||||||||||
| Interest expense, net | 135 | (21 | ) | (5 | ) | (e) | 109 | |||||||||||
| Net income (loss) before taxes | (457 | ) | (163 | ) | 5 | (615 | ) | |||||||||||
| Provision for income taxes | 70 | (51 | ) | 1 | (f) | 20 | ||||||||||||
| Net income (loss) | (527 | ) | (112 | ) | 4 | (635 | ) | |||||||||||
| Less: preferred stock dividends | 35 | - | - | 35 | ||||||||||||||
| Less: undistributed income allocated to preferred stockholders | - | - | - | - | ||||||||||||||
| Net income (loss) available to common stockholders | $ | (562 | ) | $ | (112 | ) | $ | 4 | $ | (670 | ) | |||||||
| Earnings (loss) per common share: | ||||||||||||||||||
| Basic | $ | (3.77 | ) | $ | (4.50 | ) | ||||||||||||
| Diluted | $ | (3.77 | ) | $ | (4.50 | ) | ||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||
| Basic | 149 | 149 | ||||||||||||||||
| Diluted | 149 | 149 | ||||||||||||||||
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Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2024
| ($ in millions except per share amounts) | Historical Resideo (as reported) | ADI Discontinued Operations (Note a) | Pro Forma Resideo | |||||||||
| Net revenue | $ | 6,761 | $ | (4,012 | ) | $ | 2,749 | |||||
| Cost of goods sold | 4,860 | (3,161 | ) | 1,699 | ||||||||
| Gross profit | 1,901 | (851 | ) | 1,050 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 111 | (17 | ) | 94 | ||||||||
| Selling, general and administrative expenses | 1,138 | (603 | ) | 535 | ||||||||
| Intangible asset amortization | 80 | (54 | ) | 26 | ||||||||
| Restructuring, impairment and extinguishment costs | 52 | (20 | ) | 32 | ||||||||
| Total operating expenses | 1,381 | (694 | ) | 687 | ||||||||
| Income from operations | 520 | (157 | ) | 363 | ||||||||
| Indemnification Agreement expense | 211 | - | 211 | |||||||||
| Other expense (income), net | 7 | (3 | ) | 4 | ||||||||
| Interest expense, net | 81 | 3 | 84 | |||||||||
| Net income (loss) before taxes | 221 | (157 | ) | 64 | ||||||||
| Provision for income taxes | 105 | (43 | ) | 62 | ||||||||
| Net income (loss) | 116 | (114 | ) | 2 | ||||||||
| Less: preferred stock dividends | 19 | - | 19 | |||||||||
| Less: undistributed income allocated to preferred stockholders | 6 | - | 6 | |||||||||
| Net income (loss) available to common stockholders | $ | 91 | $ | (114 | ) | $ | (23 | ) | ||||
| Earnings (loss) per common share: | ||||||||||||
| Basic | $ | 0.62 | $ | (0.16 | ) | |||||||
| Diluted | $ | 0.61 | $ | (0.16 | ) | |||||||
| Weighted average common shares outstanding: | ||||||||||||
| Basic | 146 | 146 | ||||||||||
| Diluted | 149 | 146 | ||||||||||
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Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2023
| ($ in millions except per share amounts) | Historical Resideo (as reported) |
ADI Discontinued Operations (Note a) |
Pro Forma Resideo |
|||||||||
| Net revenue | $ | 6,242 | $ | (3,275 | ) | $ | 2,967 | |||||
| Cost of goods sold | 4,546 | (2,607 | ) | 1,939 | ||||||||
| Gross profit | 1,696 | (668 | ) | 1,028 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 109 | - | 109 | |||||||||
| Selling general and administrative expenses | 960 | (416 | ) | 544 | ||||||||
| Intangible asset amortization | 38 | (11 | ) | 27 | ||||||||
| Restructuring, impairment and extinguishment costs | 42 | (12 | ) | 30 | ||||||||
| Total operating expenses | 1,149 | (439 | ) | 710 | ||||||||
| Income from operations | 547 | (229 | ) | 318 | ||||||||
| Indemnification Agreement expense | 178 | - | 178 | |||||||||
| Other expense (income), net | (9 | ) | 8 | (1 | ) | |||||||
| Interest expense, net | 65 | 2 | 67 | |||||||||
| Net income before taxes | 313 | (239 | ) | 74 | ||||||||
| Provision for income taxes | 103 | (65 | ) | 38 | ||||||||
| Net income | 210 | (174 | ) | 36 | ||||||||
| Earnings per common share: | ||||||||||||
| Basic | $ | 1.43 | $ | 0.24 | ||||||||
| Diluted | $ | 1.42 | $ | 0.24 | ||||||||
| Weighted average common shares outstanding: | ||||||||||||
| Basic | 147 | 147 | ||||||||||
| Diluted | 148 | 148 | ||||||||||
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NOTES TO UNAUDITED PRO FORMA CONDENSED Consolidated FINANCIAL STATEMENTS
ADI Discontinued Operations
| (a) | Reflects the discontinued operations of ADI, including the associated assets, liabilities, equity and results of operations in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations. The adjustment amounts do not include general corporate overhead costs which were historically allocated, but did not specifically relate to ADI, as they did not meet the discontinued operations criteria. Such allocations include labor and non-labor expenses related to Resideo’s corporate support functions (e.g., information technology, human resources, legal, finance, accounting, insurance, employee benefits, tax, among others) that historically provided support to ADI. |
Transaction Accounting Adjustments
| (b) | Reflects the distribution of $967 million of cash from ADI to Resideo in connection with the Separation, consisting of a $900 million cash dividend and a $67 million cash adjustment pursuant to the Separation Agreement, after retaining $150 million of cash at ADI. The proceeds are expected to be used, together with Resideo's cash on hand, to repay approximately $1.1 billion of Term Loan B facilities. |
| ($ in millions) | As of April 4, 2026 |
|||
| Cash dividend received from ADI | $ | 900 | ||
| Cash adjustment distribution from ADI pursuant to Separation Agreement | 67 | |||
| Less: repayment of Term Loan B facilities | (1,100 | ) | ||
| Total pro forma adjustment to cash and cash equivalents | $ | (133 | ) | |
| (c) | Reflects the accrual for additional estimated costs of $54 million related to transaction advisory and professional services, regulatory filings, separation activities and other costs directly attributable to the Separation that anticipated to be incurred between April 4, 2026 and the distribution date. These costs are reflected as an accrual on the unaudited Pro Forma Condensed Consolidated Balance Sheet, with the offsetting entry recorded to retained earnings. Because these costs will be recognized as a component of discontinued operations when incurred following the Separation, no corresponding adjustment is reflected in the unaudited Pro Forma Condensed Consolidated Statement of Operations. |
| (d) | Reflects the effect on total shareholders' equity of the adjustments described in notes (b) and (c) above. |
| (e) | Reflects the reduction of incremental Term Loan B interest expense of $3 million and $5 million for the three months ended April 4, 2026, and the year ended December 31, 2025, respectively, to give effect to the estimated repayment of the remaining Term Loan B debt described in (b) above. Interest expense and the related amortization of debt issuance costs of $15 million and $23 million for the three months ended April 4, 2026, and the year ended December 31, 2025, respectively, associated with the portion of the Term Loan B required to be repaid in connection with the disposal is reflected in the ADI Discontinued Operations (see note (a) above). |
| (f) | Reflects the income tax effects of the pro forma adjustments for the three months ended April 4, 2026 and the year ended December 31, 2025. The adjustments were calculated using the applicable statutory tax rates. Actual tax effects may differ depending on the legal entity structure and other factors following the Separation. |
Additionally, in connection with the Separation, Resideo and ADI entered into a transition services agreement whereby Resideo and ADI will each provide certain post-closing services to each other on a transitional basis. Such agreements are not expected to have a material impact on the periods presented in these unaudited Pro Forma Condensed Consolidated Financial Statements.
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