Resideo Technologies, Inc announced its intention to separate its ADI Global Distribution business ("ADI") through a tax-free spin-off to Resideo shareholders. Following the completion of the separation, Resideo's Products & Solutions business ("P&S") will continue to operate as Resideo, and ADI will become an independent public company.

Jay Geldmacher, Resideo's President and CEO, said, "At Resideo, we have instilled strong operational discipline across the enterprise, resulting in independence for each of ADI and P&S. Through continued growth and investment, ADI and P&S are leading players in their distinct areas – ADI as a global wholesale distributor of low-voltage products including security and audio-visual solutions, and P&S as a building products manufacturer focused on residential controls and sensing solutions. We believe a separation is the next, most natural step, allowing ADI and P&S the opportunity to unlock their full potential and better serve all our stakeholders."

Mr. Geldmacher continued, "ADI and P&S will continue to be led by world-class talent in Rob Aarnes and Tom Surran, both of whom will be able to execute their respective strategies with greater focus, agility and tailored resources. The entire Resideo team is the backbone of these businesses, and with their continued support and dedication, we are more confident than ever in the future success of each organization."

Two industry-leading companies

Resideo will continue to be a building products manufacturer focused on residential controls and sensing solutions that maximizes comfort, helps to ensure safety and delivers cost savings and value to homeowners and businesses. With an expansive network of 100,000 pro installers and over 15 million installations per year, Resideo believes that it will be well positioned to grow its extensive portfolio of connected home solutions across air, safety, security, water, and energy through its market-leading brands, including Honeywell Home, First Alert, Braukmann and BRK.

As a standalone business, Resideo will continue to seek to expand its leading positions across attractive residential product categories with long-term, secular growth opportunities and enhanced focus, while continuing to deliver strong margins and cash flow generation.

In the twelve-month period ended March 29, 2025, the P&S segment delivered net revenue of $2.6 billion and a segment adjusted EBITDA margin of 24.2%1.

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

ADI expects that its global footprint, omnichannel shopping experience, deep supplier relationships and exclusive brands will remain core competitive advantages. With strong margins, cash flow generation and a differentiated growth profile, ADI believes it will continue to be well positioned to organically grow its distribution business and pursue selective M&A opportunities aligned to its go-forward strategic growth initiatives.

In the twelve-month period ended March 29, 2025, the ADI segment delivered net revenue of $4.5 billion and a segment adjusted EBITDA margin of 7.5%1.

Transaction details

In light of today's announcement, Mr. Geldmacher's previously announced retirement will now become effective upon completion of the separation, after which time, he will serve in an advisory capacity for six months. Following the separation, Tom Surran, President of P&S, and Rob Aarnes, President of ADI, will continue leading Resideo and ADI, respectively. Additional corporate governance details for Resideo and ADI will be disclosed in the coming months, and all appointments are subject to Board approval.

The separation is intended to be tax-free for U.S. federal income tax purposes and is expected to be completed in the second half of 2026, subject to satisfaction of customary conditions, including final approval from the Resideo Board, filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, satisfactory completion of financing, receipt of other regulatory approvals, and the satisfaction or waiver of other conditions to the closing of the separation that will be included in the definitive documentation for the transaction. The separation does not require shareholder approval. There can be no assurance regarding the timeframe for completing the spin-off or that the spin-off will be completed at all.

Agreement to accelerate payment of all potential monetary obligations under indemnification and reimbursement agreement with Honeywell and eliminate all future payments

Resideo separately announced today that it has entered into a definitive agreement (the "Agreement") with Honeywell International Inc. to accelerate and eliminate all future monetary obligations under the Indemnification and Reimbursement Agreement ("Indemnification Agreement"). Under the terms of the Agreement, Resideo will accelerate all of its potential indemnification and reimbursement obligations and make a one-time cash payment of $1.59 billion to Honeywell in the third quarter of 2025. In addition, Resideo made its regularly scheduled third quarter payment under the Indemnification Agreement of $35 million on July 29, 2025. Upon the closing of the transactions contemplated by the Agreement, the Indemnification Agreement will terminate, resulting in the elimination of Resideo's obligation to make annual payments to Honeywell of up to $140 million through year-end 2043 and the elimination of all of the affirmative and negative covenants contained in the Indemnification Agreement.

Expectations as to second quarter 2025 financial results

Resideo previously provided an outlook on May 6, 2025, for its second quarter 2025 as follows:

Resideo expects to be above the high-end of its outlook range for each of these three metrics. Resideo also expects to report total cash of approximately $750 million at June 28, 2025.

Resideo will release its second quarter 2025 financial results and update its annual outlook on August 5, 2025.