As used herein, unless the context otherwise dictates, references tothe term “Resideo”, “the Company”the “Company”, “we,”“we”, “us” or “our””our” means Resideo Technologies, Inc. and its consolidated subsidiaries.

This Annual Report includes industry and market data that we obtained from various third-party industry and market data sources. While we believe the projections of the industry sources referenced in this Annual Report are reasonable, forecasts based upon such data involve inherent uncertainties, and actual results are subject to change based upon various factors beyond our control. All such industry data is available publicly or for purchase and was not commissioned specifically for us. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, forecasts based upon such data involve inherent uncertainties, and actual results regarding the subject matter of such forecasts are subject to change based upon various factors, including those beyond our control and those discussed under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in this Annual Report.

On October 29, 2018, we

We separated from Honeywell International Inc. (“Honeywell”), becoming an independent publicly traded company as a result of a pro rata distribution of our common stock to shareholdersstockholders of Honeywell (the “Spin-Off”(“the Spin-Off”). Our common stock began trading “regular way” under the ticker symbol “REZI” on the NYSE on October 29, 2018.

Resideo is a leading global manufacturer and developer of technology-driven products and solutionscomponents that provide critical comfort, residential thermalenergy management, and safety and security solutions to over 150 million homes globally. We are also thea leading wholesale distributor of low-voltage security and life safety products for commercial and residential markets and serve a variety of adjacent product categories including intrusion, access control and video products and participate significantly in the broader related markets of smart home, fire, power, audio ProAV,visual, networking, communications, wire and cable, enterprise connectivity, and structured wiring products. Insmart home solutions. We deliver value to our newly established Visioncustomers via two business segments, Products and Purpose, we imagine a world where homesSolutions and buildings are goodADI Global Distribution, which respectively contributed 43.7% and 56.3% of our net revenue for the planet, where technology works to simplify everyday life. In that world, people are healthy, happy, and secure. To create this future, we work every day to simplify the connected world so people have peace of mind and can focus on what matters most.

We have a global footprint serving commercial and residential end markets. year ended December 31, 2022.

Our primary focus is on the professional channel where we are a trusted partner to over 110,000 professional installers.approximately 100,000 professionals. Our global scale, breadth of product offerings, innovation heritage, and differentiated service and support has enabled our trusted relationship with professional installers and has been a key driver of our success. Leveraging our underlying strengths, we are transforming our business with a strategy that includes operational improvements, product innovation, and investments to drive future growth and value creation. We believe our significant presence in the home, both on the wall and behind the wall, positions us well for the value and convenience consumers will expect out of the connected home in the future.

The ability to better understand the functioning of a home through sensors, systems and controls, and connectivity has created a large and fast-growing connected home market. According to Statista, the global connected home market is expected to grow at a 17% compounded annual growth rate from $68 billion in 2019 to $208 billion in 2026. To date, we believe this market has been primarily composed of point products and services from a wide variety of industry participants, creating significant complexity for consumers. Given this complexity, we believe a significant opportunity exists to provide products, solutions and services to consumersprofessional installers and professional installersconsumers that integrate the disparate sensors, systems and controls inside the home, and enable differentiated insight.

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We deliver value tobelieve our customers via two business segments, Products & Solutions and ADI Global Distribution, which respectively contributed 42.2% and 57.8% of our net revenue for the year ended December 31, 2021.

Products & Solutions:Our comfort, residential thermal, and security products and solutions have asignificant presence in over 150 million homes globally and benefit from the trusted, well-established Honeywell Home brand as well as key branded offerings such as Resideo, Braukmann, and others. Our offerings include temperature and humidity control, thermal water and air 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. We are a leading player across the majority of our product categories with 15 million systems installed annually. Through our whole home, presenceboth on the wall and behind the wall, we are an enablerpositions us well for the value and convenience consumers will expect out of the connected home connectivity with approximately 9.4 million connected customers. Our connected solutions harness this data to provide control, visibility, insights, and alerts toin the end user. Our comprehensive product suite has also allowed us to develop and sustain a long-standing partnership with professional installers who have relied on our selection and availability of products and configured solutions to help them succeed for over 100 years. Our broad portfolio of innovative products is delivered through a comprehensive network of over 110,000 professional contractors, more than 3,000 distributors and over 1,200 original equipment manufacturers (“OEMs”), as well as major retailers and online merchants.

future.

continue to be a leader in the industry withprovide value-added services including presales system design, 24/7 order pick-up, and the selective introduction of new product categories such as professional audio-visual.

Our industries and markets are highly competitive in both our Products &and Solutions and ADI Global Distribution segments, where we compete with global, national, regional and local providers for our products, services and solutions, including manufacturers, distributors, service providers, retailers and online commerce providers, as well as newer entrants to the market with non-traditional business and customer service models or disruptive technologies and products, including cable, telecommunications, and large technology companies competing in the connected home space.

space and smaller market entrants that offer control capabilities among their products, applications and services and have ongoing development efforts to address the broader connected home market.

Factors influencing our competitive position in the industry include product and service innovation, our reputation and the reputation of our brands, sales and marketing programs, product performance, reliability and warranty, quality and breadth of product training and events, product availability, speed and accuracy of delivery, service and price, technical support, and credit availability.

Business Strategy

Our management team has significant experience and a track record of leading tech-enabled businesses, developing best-in-class products, and executing organizational change. This team is focused on ingraining a culture of continuous improvement into our organization with the goal of lowering costs, increasing margins and positioning the Company for growth. Leveraging our presence in the home and its relationship with professional installers, management has repositioned the Products & Solutions business to enhance focus and collaboration across business lines and drive products and services innovation.

With ongoing transformation underway, we believe we are well positioned to execute on our growth strategy across both of our segments. Our strategy in Products & Solutions is focused on accelerating our product innovation,

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expanding our presence in the home and buildings, and over time, enabling connected ecosystems and services grounded in relationships with professional installers. Our ADI Global Distribution growth strategy is focused on increasing our omni channel presence to grow our customer base, expanding into adjacent growth markets, and continuing to enhance our value-add services to support our professional installers’ efficiency and profitability.

Purchased materials used in our manufacture of products in Products and Solutions include copper, steel, aluminum, plastics, printed circuit boards (“PCB”), semiconductors, and passive electronics. Purchased materials cover a wide range of supplier value-add, from raw materials and single components to subassemblies and complete finished goods, and there are considerable expenditures on both commercial off-the-shelf and make-to-print items. Although execution of material substitutions or supplier changes may be resource intensive and can cause delays and other inefficiencies, alternatives usuallymay exist in the event that a supplier becomes unable to provide material. Raw material price fluctuations, the ability of key suppliers to meet quality and delivery requirements, and catastrophic events can increase the cost and effectaffect the supply of our products and services and impact our ability to meet commitments to customers. During 2021, we experienced global shortages in key materials and components in certain instances impacting our ability to supply certain products as well as materials price inflation and increased freight costs. In 2022, material prices and availability are likely to fluctuate throughout the year and could affect our business, financial condition, and results of operations.

Our Products &and Solutions business operateoperates manufacturing and distribution facilities throughout the world, including sites in Mexico, the Czech Republic, Hungary, the United States (“U.S.”), Germany, the United Kingdom, Netherlands, and China. A significant percentage of our Products &and Solutions revenue is derived from products manufactured in our own facilities, with the remainder being “buy to sell” (finished products purchased directly from other manufacturers) or sourced from third-party contract manufacturers. Major activities and competencies in our manufacturing operations include printed circuit board (PCB)PCB assembly, injection molding, surface mount technologies, (SMT), automatic and manual assembly and test, electrotechnical assembly and test, die casting and machining, calibration and final test. We source raw materials and commodities, electronic components and assemblies, and mechanical components and assemblies from a wide range of third-party suppliers worldwide.

These actions reinforce our culture that values employees and seeks to attract and retain the talent that we need to win in the market. We believe the combination of our competitive pay-for-performance compensation programs and our comprehensive benefit programs demonstrate our commitment to a compelling total rewards value proposition for our employees.

Diversity is a core component of our recruiting strategy. Our diversity outreach includes contacting various categories of diversity job boards, including HBCUs (Historically Black Colleges and Universities) and diverse partnerships, such as Society of Women Engineers (“SWE”) and National Society of Black Engineers (“NSBE”). Diversity is a key component of service level agreements we maintain with our RPO (recruitingrecruiting process outsourcing)outsourcing (“RPO”) partners to

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ensure they are accountable and meet our sourcing standards. This year we rolled outWe maintained our diverse slate guidelines for our career level 5+ roles requiring that interview slates include female and/or racially/ethnically diverse candidates, except in rare circumstances. We partnered with an RPO vendor to deliver training on mitigating bias in hiring for our people managers.

In 2021,2022, we launched anothercontinued our annual cycle of our Employee Voice Survey. This survey allows each function in our company to see its ratings across three levers: Motivation, Ability, and Knowledge of Expectations. Our overall engagement score for the 20212022 cycle was 7.67.9 on a 10-point scale, with ana 0.3-point increase over last year. Our employee Net Promoter Score (NPS) of 26,(“NPS”) was 33, an increase of 37 points over last year, on a scale ranging from -100 to +100 (based on industry standards for employee NPS, any score above 10 is considered good). Each sub-organization is tasked with creating an action plan based on feedback received.

We continue to provide regular trainings to our people managers. In 2022, we rebranded this development program as the People Leadership Seminar. Enhancements include an increased focus on leadership skills and engagement with senior leaders. Managers and their team members continue to participate in quarterlytri-annual “Pulse” conversations to set performance expectations and monitor and evaluate performance. People managers at Resideo are strongly encouraged to give frequent, informal feedback so that employees are always clear on their performance level. We strongly believe in the importance of the role that people managers play and continue to provide quarterly people manager trainings. In 2021, we also created a Learning Community for our people managers, which is a space for them to easily access a multitude of trainings that can help them enhance their skills.

To better support the development of our employees, we invested incontinue to offer a new mentorship platform that makes more effective pairings, provides developmental resources for both mentors and mentees, and facilitates a natural progression of a mentoring relationship through detailed session agendas. Our program has just under 400several hundred members in paired mentorships, and the standard mentorship length is 6 months –to 1 year.

In order to better assist our employees in developing a career plan at Resideo, we have launched an interactive Career Navigator. This resource includes an opportunity map for employees to learn more about different functions and sub-functions as well as which skills and competencies are required to succeed in them.

We believe that making investments in our future leaders will improve our bench strength and have partnered with CrossLead to developsuccession capabilities. Our focus on developing future leaders is supported by the Resideo Leadership Academy (RLA)Program (“RLP”). Up and coming leaders have beenare chosen to participate in this program, which will officially launch in the second quarter of 2022.program. Participants will learn from our executive leaders and CrossLeadexternal instructors following the “Teamon a variety of Teams” methodology taught by CrossLead.leadership and business fundamental topics. Participants in this program will also work on group 'stretch'‘stretch’ projects together that solve important companyCompany needs while simultaneously allowing them to put their learnings from the RLARLP into practice. In 2022, we initiated our Executive Leadership Program (“ELP”). This program brings together all our Vice President level employees annually to focus on executive and leadership development. In addition, in 2022, we introduced the Leader of Teams training for our managers. This 8-week training program focused on the development of core leadership traits consistent with those taught in the RLP and ELP. Over 900 managers successfully completed the Leader of Teams training.

To continue driving a culture in alignment with our values, we developed multiple Here@Resideo videos to effectively operationalize these neweducate employees and managers on how our values intocan continue to be brought to life through some of our highlighted activities. We also deployed a Culture Manager Toolkit to help leaders understand their role in being a culture we overhauledadvocate and how to emulate leadership behaviors that enable our internal and external materials to reflect these new changes, incorporated these values into our staffing materials and processes, re-vamped our recognition program, and created leadership materials for the transition.values.

We have major product design centers in the U.S., Europe, Asia, and Latin America and software centers of excellence in Austin, Texas; Bengaluru, India; and Melville, New York, along with major product design centers in the U.S., Europe, Asia, and Latin America.York. In addition, our laboratories are certified to meet various industry standards, such as FCC and UL, enabling us to test and certify products internally. We also have a user experience design group that consists of researchers and product and user experience designers aligned with development sites with the primary studios in Golden Valley, Minnesota. As of December 31, 2021,2022, we employed approximately 926940 engineers.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports are available free of charge on our website (www.resideo.com)(www.Resideo.com) under the heading Investors (see SEC Filings) immediately after they are filed with, or furnished to, the SEC. All of the reports that we file or furnish with the SEC are also available on the SEC’s website (www.sec.gov). In addition, in this Form 10-K, we incorporate by reference certain information from parts of our Proxy Statement for the 20222023 Annual Meeting of Stockholders,Shareholders, which will also be available free of charge on our website. Information contained on, or connected to, our website does not and will not constitute part of this Form 10-K.

We are a Delaware corporation incorporated on April 24, 2018. Our principal executive offices are located at 16100 N. 71st Street Suite 550, Scottsdale, Arizona 85254. Our telephone number is (480) 573-5340. Our website address is www.resideo.com.

www.Resideo.com.

We disclose public information to investors, the media and others interested in our Company through a variety of means, including our investor relations website (https://investor.resideo.com), press releases, SEC filings, blogs, public conference calls and presentations, webcasts and social media, in order to achieve broad, non-exclusionary distribution of information to the public. We use these channels to communicate with our stockholdersshareholders and the public about our Company,us, our products, solutions and other issues. It is possible that the information we post on social media could be deemed to be material information. We encourage investors, the media and others interested in our Company to review the information we post on our website and the social media channels listed below. The list of social media channels we use may be updated from time to time on our investor relations website.

References to our website and other social media channels are made as inactive textual references and information contained on them is not incorporated by reference into this Annual Report.

You should carefully consider all of the information in this Form 10-K and each of the risks described below, which we believe are the material risks that we face.

Any of these risks, could materially and adversely affect our business, financial condition, results of operations and cash flows and the actual outcome of matters as to which forward-looking statements are made in this Form 10-K.

The following risk factors are not necessarily presented in order of relative importance and should not be considered to represent a complete set of all potential risks that could affect us.

We operate in a highly competitive, marketsquickly changing environment in botheach of our Products &and Solutions and ADI Global Distribution segments and compete directly with global, national, regional, and local providers of our products, services and solutions including manufacturers, distributors, service and software providers, retailers, and online commerce providers. The most significant competitive factors we face are product and service innovation, reputation of our Company and brands, sales and marketing programs, product performance, warranty, quality of product training and events, product availability, speed and accuracy of delivery, price, customer and technical support, and furnishing of customer credit, with the relative importance of these factors varying among our segments and their respective products and services.

In addition to current competitive factors, there have been, and in the future, there may be new market entrants with non-traditional business, new business and customer service models or disruptive technologies and products, resulting in increased competition and changing business dynamics. Examples of these include cable, telecommunications and large technology companies competing in the connected home, home security/lifestyle and energy management spaces, smaller market entrants that offer control capabilities among their products, applications and services and have ongoing development efforts to address the broader connected home security spaces,market, utilities expanding their role in the provision of home energy management services, OEMsoriginal equipment manufacturers (“OEMs”) vertically integrating, and the expansion of direct-to-consumer, retail and e-tail distribution in competition with our ADI Global Distribution business. Existing or future competitors may seek to gain or retain market share by reducing prices, or shifting business models to a software-based model, and we may be required to lower prices or may lose business, which could adversely affect our business, financial condition, results of operations and cash flows. Also, toTo the extent that we do not meet changing customer preferences or demands or other market changes, or if one or more of our competitors introduces new products or services, becomes more successful with private label products, online offerings or establishes exclusive supply relationships, our ability to attract and retain customers could be adversely affected.

affected, which could adversely affect our business, financial condition, results of operations and cash flows.

To remain competitive, we will need to invest continually in product and services development, marketing, customer service and support, manufacturing and our distribution networks. We may not have sufficient resources to continue to make such investments and we may be unable to maintain our competitive position including due to the fact that our competitors and potential competitors may have greater brand recognition, resources, access to capital, including greater research and development or sales and marketing funds, more customers, lower costs and more advanced technology platforms, particularly with our products and services in connected and energy management services and in new geographic regions. It is possible that competitive pressures resulting from consolidation, including customers taking manufacturing or distribution in house, purchasing directly from a manufacturer instead of from ADI Global Distribution, moving to a competitor, partnering with third parties and consolidation amongst our customers, could affect our growth and profit margins.

Some of our competitors may also be able to deliver their service solutions more quickly to market than we can by capitalizing on technology developed in connection with their substantial existing service models. In addition,

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some of our competitors have significant bases of customer adoption in other services and in online content, which they could use as a competitive advantage in the growing connected home solutions services market or otherwise in our product or distribution businesses. The expansion by large technology companies into connected home solutions, could result in pricing pressure, a shift in customer preferences towards the services of these companies and a reduction in our market share. In addition, in order to successfully compete, our products often need to integrate with the platforms of our competitors, who may be able to focus more on their own solutions versus ours, which may make it difficult to compete for the consumer market.

In addition, there may be new technologies that are introduced that reduce demand for our solutions or make them obsolete.

Our Products &and Solutions business' offerings are primarily solddelivered through a networknetworks of professional contractors, distributors, and OEMs, as well as major retailers and online merchants. Growth of the retail markets and greater e-tailelectronic retail distribution alternatives relative to the professional installation markets may negatively impact our sales and margins, which could negatively affect our cash flow and have an adverse effect on our business, financial condition and results of operations and cash flows.

With respect to our ADI Global Distribution business, if retail outlets, including online commerce or big box stores increase their participation in wholesale distribution markets, or if buying patterns for our products become more retail or e-commerce based through these outlets than they currently are, our ADI Global Distribution business may not be able to

effectively compete, which could have an adverse effect on our business, financial condition, results of operations and cash flows.

flow.

Technology in our markets changes constantly, as new technologies and enhancements to existing technologies continue to be introduced both in our traditional and connected product markets.markets and industry standards continuously evolve. Our future results in our Products and Solutions segment depend upon a number of factors, including our ability to (i) identify emerging technological trends and consumer preferences, (ii) develop and maintain competitive products, in part by adding innovative features that differentiate our products from those of our competitors and prevent commoditization of our products, as well as through the use of intellectual property protections such as patents and trade secrets, (iii) grow our market share, (iv) develop, manufacture and bring compelling new products to market quickly and cost-effectively, (v) find and effectively partner with and continue to partner with home connected device platforms and (vi) attract, develop and retain individuals with the requisite technical expertise and understanding of customers’ needs to develop new technologies and introduce new products. Our inability to predict the growth of and respond in a timely way to customer preferences and other developments could have an adverse effect on our business, financial condition, results of operations and cash flows.

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We rely on a combination of patents, copyrights, trademarks, trade names, trade secrets and other proprietary rights, as well as contractual arrangements, including licenses, to establish, maintain and protect our intellectual property rights. Our intellectual property rights may not be sufficient to permit us to take advantage of some business opportunities. As a result, we may be required to change our plans or acquire necessary intellectual property rights, which could be costly. Furthermore, our ability to enforce our intellectual property rights in emerging markets may be limited by legal or practical considerations that have not historically affected our business in markets with more established intellectual property protection systems.

Our industry experiences significant intellectual property litigation and we have in the past and could in the future become involved in costly and lengthy litigation involving patents or other intellectual property rights which could adversely affect our business. We have received allegations of patent infringement from third parties, including both operating companies and non-practicing entity patent holders, as well as communications from customers requesting indemnification for allegations brought by third parties. These have resulted in ongoing patent litigation relating to certain of our combustion and comfort products and may continue to result in new litigation. These proceedings have in the past and could subject us to significantin the future result in financial liability, harm our ability to compete, and can divert our management’s time and attention. Often, we receive offers to license patents for our use. Such offers typically relate to various technologies including electronics, the “internet of things”, “connected homes”, power systems, controls, and software, as well as, the use of certain wireless networking methods, and the design of specific products. We believe that we will be able to access any necessary rights through licensing, cross-licensing, or other mutually beneficial arrangements, although to the extent we are required but unable to enter into such arrangements on acceptable economic terms, it could adversely impact us, requiring us to take specific actions including ceasing using, selling or manufacturing certain products, services or processes or incurring significant costs and time delays to develop alternative technologies or re-design products.

Our operations depend in part upon third-party technologies, software, and intellectual property. Failure to renew contracts with existing providers or licensors of technology, software, intellectual property or connectivity solutions, or to contract with other providers or licensors on commercially acceptable terms or at all, as well as any failure by such third-party provider to provide such technology solutions may adversely impact our business, financial condition, results of operations and cash flows.We could also be subjected to claims of infringement regardless of our lack of involvement in the development of the licensed technology. Although a third-party licensortechnology provider is typically obligated to indemnify us if the licensedprovided technology infringes on another party’s intellectual property rights, such indemnification is typicallyoften limited in amount and may be worthless if the licensorprovider becomes insolvent.

Each of our business segments dependdepends on third parties for the supply of certain materials and components for products we manufacture and those manufactured on our behalf, or sold through our ADI Global Distribution business, some of which are supplied by single or limited source suppliers/manufacturers. Our business, results of operations, financial condition and cash flows have been and could continue to be adversely affected by disruptions in supply from our third-party suppliers and manufacturers, whether due to work stoppages, component failures, material inflation, natural disasters,

pandemics, economic, political, financial or labor concerns, weather conditions affecting products or shipments or transportation disruptions or other reasons, or if suppliers lack sufficient quality control or if there are significant changes in their financial or business condition or otherwise. For example, there is currentlywe experienced the impact of a global semiconductor supply shortage.shortage in 2022. While our supply chain team has been diligently working to help ensure surety of supply, we have experienced instances where our third-party suppliers and manufacturers have failed to deliver materials, products, parts and components on time and at reasonable prices, and we have had and could continue to have difficulties fulfilling our orders or stocking our distribution centers on similar terms or at all. This has resulted and may continue to result in increased component and expedited freight costs. Sales and profits could decline, and our commercial reputation could be damaged if these trends continue. Our ability to manage inventory and meet delivery requirements has been and may continue to be constrained by our suppliers’ inability to scale production and adjust delivery of long-lead-timelong lead-time products during times of volatile demand. Our inability to fill our supply needs would jeopardize our ability to fulfill obligations which could, in turn, result in reduced sales and profits, contract penalties or terminations, and damageour contractual obligations.

With respect to customer relationships. In addition,our ADI Global Distribution segment, terminations of supply or services agreements or a change in terms or conditions of sale from one or more of our key manufacturers could negatively affect our ADI Global Distribution’sthat segment’s operating income and margins, net revenue or the level of capital required to fund operations.

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Manufacturers who currently distribute their products through our ADI Global Distribution business may decide to shift to or substantially increase their existing distribution with other distributors, their own dealer networks, or directly to resellers or end-users. This could result in more intense competition as distributors strive to secure distribution rights with these manufacturers, which could have an adverse impact on our ADI Global Distribution business, financial condition, results of operations and cash flows. In addition, our ADI Global Distribution business may not be able to acquire from manufacturers or additional supply chains certain product lines that we are interested in adding to our distribution business, and if even we are able to add products, they may not result in sales as expected and may not be profitable to the overall business.

Our

We regularly engage in discussions with respect to potential acquisition and investment opportunities. The consummation of any particular acquisition will depend, in part, on our ability to raise the capital necessary to fund such acquisition which may not be available to us at all or on economically advantageous terms. In addition, if we consummate an acquisition, our capitalization and results of operations financial condition, cash flowsmay change significantly. Future acquisitions could result in gross and stock priceor operating income or dilution and further could result in incurring additional debt or equity issuances and contingent liabilities and an increase in interest and amortization expenses or periodic impairment expenses related to goodwill and other intangible assets as well as significant charges relating to integration costs.

Acquisitions involve risks that the businesses acquired will not perform in accordance with expectations and that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove incorrect. We may not be materially adversely impacted bysuccessful in effectively identifying all risks of an acquired business, integrating the acquired business, product, software, service or technology into our existing business and operations or realizing the benefits expected at acquisition. Our due diligence may fail to identify all of the liabilities or challenges of an acquired business, product, software, service or technology, including issues related to intellectual property, product quality or product or software architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee, customer or supplier issues. We may not be able to achieve the operational synergies or savings nor any growth targets identified in acquisition diligence. The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired business, which could decrease the time that they have to manage our existing portfolio, attract customers and develop new products and services or attend to other acquisition opportunities.

To the extent the COVID-19 outbreakany such public health emergencies adversely affectsaffect our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

As a global provider of comfort, residential thermal,energy management and securitylife safety products, services and technologies for the home, as well as a worldwide wholesale distributor of low-voltage electronics products, as well as smart home, fire and security life safety products, power, audio and ProAV, networking, communications, wire and cable, enterprise connectivity, and structured wiring products, our business is affected by the performance of the global new and repair and remodel construction industry. Geopolitical, social and economic conditions could result in increased volatility in worldwide financial markets and economies that could harm our sales. Similarly, slowing of the housing market may result in reduced demand for our products and services. Our markets are sensitive to changes in the regions in which we operate and are also influenced by cyclical factors such as interest rates, inflation, availability of financing, consumer spending habits and confidence,preferences, housing market changes, employment rates and other macroeconomic factors over which we have no control, and which could adversely affect our business, financial condition, results of operations and cash flows.

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Product and service quality issues could result in a negative impact on customer confidence in our Company, our products and our brand image. If our offerings do not meet applicable legal and safety standards or our customers’ expectations regarding safety or quality, or if our products are improperly designed, manufactured, packaged, or labeled, or are otherwise alleged to cause harm or injury, we may need to recall those items, experience increased warranty costs or lost sales and increased costs and be exposed to legal, financial and reputational risks including litigation and government enforcement action, as well as product liability claims. Such actions may damage our relationship with our customers which may result in a loss of market share; additionally, the financial expenses related to such events may not be covered by our insurance or may be subject to deductibles. We may not be able to obtain indemnity or reimbursement from our suppliers or other third parties for the warranty costs or liabilities associated with our products and there can be no

assurance that we will have adequate reserves to cover any recalls, repair and replacement costs. A significant product recall, warranty claim, or product liability case, especially with respect to our security and life safety-related products or services, could also result in adverse publicity, damage to our reputation, and a loss of consumer confidence in our products and services. We have in the past experienced, and may in the future experience, product recalls and litigation related to our products or services, none of which have been material to date.

We may from time to time pursue acquisitions. Our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired companies or assets

We have in the past and may from time to time in the future continue to pursue and consummate acquisitions of companies or assets. Our ability to consummate any future acquisitions will be partially dependent upon the availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions. We may not be able to find suitable acquisition candidates to purchase or may be unable to acquire desired businesses or assets on economically acceptable terms or may be unable to receive necessary regulatory approvals or support.

We regularly engage in discussions with respect to potential acquisition and investment opportunities. The consummation of any particular acquisition will depend, in part, on our ability to raise the capital necessary to fund such acquisition which may not be available to us at all or on economically advantageous terms. In addition, if we consummate an acquisition, our capitalization and results of operations may change significantly. Future acquisitions could result in margin dilution and further could result in the incurrence of additional debt and contingent liabilities and an increase in interest and amortization expenses or periodic impairment charges related to goodwill and other intangible assets as well as significant charges relating to integration costs.

Acquisitions involve risks that the businesses acquired will not perform in accordance with expectations and that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove incorrect. We may not be successful in effectively identifying all risks of an acquired business, integrating the acquired business, product or technology into our existing business and operations or realizing the benefits expected at acquisition. Our due diligence may fail to identify all of the liabilities or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or product architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee or customer issues. We may not be able to achieve the operational synergies or savings nor any growth targets identified in acquisition diligence. The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired business, which could decrease the time that they have to service, attract customers and develop new products and services or attend to other acquisition opportunities.

A number of our customers contribute significantly to our net revenue and operating income. Consolidation, or change of control, or termination of the contractual relationships with any of these customers, particularly among our OEM customers (and in certain instances, their authorized dealers), or a decision by any one or more of our customers to outsource all or most manufacturing work to a single equipment manufacturer, or partner with third parties may continue to concentrate our business in a limited number of customers and expose us to increased risks relating to dependence on a smaller number of customers. We generally have to qualify, and are required to maintain our status, as a supplier for each of our OEM customers. A significant failure or inability to comply with customer specifications and manufacturing requirements or delays or other problems with

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existing or new products or inability to meet price requirements could result in financial penalties, cancelled orders, increased costs, loss of sales, market share shift, loss of customers or potential breaches of customer contracts, which have had and could in the future have an adverse effect on our profitability and results of operations. By virtue of certain customers’ size and the significant portion of revenue that we derive from them, they are able tocan exert significant influence in the negotiation of our commercial agreements and the conduct of our business with them.them which could adversely affect our profitability. If we are unable to retain and expandconsolidation among our business with these customers on favorable terms,retailers, distributors or other channel partners who purchase our products becomes more prevalent, our business, financial condition, results of operations and cash flows willfinancial conditions could be adversely affected.

Our profitability and margin growth are dependent upon our ability to drive sustainable improvements. In addition, we seek productivity and cost savings benefits through our ongoing transformation, restructuring and other programs, such as consolidation and outsourcing of manufacturing operations or facilities, reductions in manufacturing shifts, transitions to cost-competitive regions, workforce optimizations, product line rationalizations and divestitures, and other cost-saving initiatives. Risks associated with these actions include delays in execution of the planned initiatives, additional unexpected costs, asset impairments, realization of fewer than estimated productivity improvements, reduced ability to manage supply chain anomalies, employment claims, and adverse effects on employee morale leading to reduced production and unanticipated departures. We may not realize the full operational or financial benefits we expect and the recognition of these benefits may be delayed and these actions may potentially disrupt our operations. In addition, organizational changes, attrition, labor relations difficulties, or work stoppages could have an adverse effect on our business, reputation, financial condition, results of operations, and cash flows.

flow.

Our international revenuesrevenue represented approximately 28%25% of our net revenue for the year ended December 31, 2021.2022. Our international geographic footprint subjects us to many risks including: exchange control regulations;regulations; wage and price controls;controls; antitrust/competition and environmental regulations;regulations; employment regulations;regulations; foreign investment laws;laws; monetary and fiscal policies and protectionist measures that may prohibit acquisitions or joint ventures, establish local content requirements, or impact trade volumes;volumes; import, export and other trade restrictions (such as embargoes); tariffs, violations by our employees of anti-corruption laws (despite our efforts to mitigate these risks); changes in regulations regarding transactions with state-owned enterprises;enterprises; nationalization of private enterprises;enterprises; natural and man-made disasters, hazards and losses;losses; backlash from foreign labor organizations related to our restructuring actions;actions; violence, civil and labor unrest;unrest; acts of terrorism; health epidemics;terrorism; and our ability to hire and maintain qualified staff and maintain the safety of our employees in these regions. Additionally, certain of the markets in which we operate have adopted increasingly strict data privacy and data protection requirements that may restrict how and to whom we can advertise, develop and sell our products and services, our ability to transfer personal data internationally or that may require local storage and processing of data or similar requirements.

Instabilities

With respect to our Products and uncertainties arisingSolutions segment, we operate seven factories in northern Mexico. Approximately 52% of our finished products are manufactured in Mexico, a country that periodically experiences heightened civil unrest or may experience trade disputes with the U.S., both of which could cause a disruption of the supply of products to or from these

The efficient operation of our business requires substantial investment in technology infrastructure systems, including enterprise resource planning (“ERP”) systems, information systems, supply chain management systems, digital commerce systems and connected solutions platforms and network operations and systems. The failure to acquire, implement, maintain and upgrade as required, these systems may impact our ability to respond effectively to changing customer expectations, manage our business, scale our solutions effectively or impact our customer service levels, which may put us at a competitive disadvantage and negatively impact our business, results of operations, financial condition and cash flows. Repeated or prolonged interruptions of service, due to cyberthreats or problems with our systems or third- party

technologies, whether or not in our control, could have a significant negative impact on our reputation and our ability to sell products and services. Our business, results of operations, financial condition and cash flows may be adversely affected if our information systems fail, become unavailable for prolonged periods of time, are corrupted or do not allow us to transmit accurate information. Failure to properly or adequately address these issues, including the failure to fund backups, upgrades and improvements to our systems, could impact our ability to perform necessary business operations, which could adversely affect our reputation, competitive position, business, results of operations, financial condition and cash flows. Our ability to keep our business operating is highly dependent on the proper and efficient operation of our data centers, networks, and data backup systems. In addition, a significant portion of our employees are and have been engaged in remote or hybrid work from their homes, during COVID-19; thiswhich further exposes our information technology (“IT”) systems to potential cyber interference and disruption of work activities based on availability and performance of Internet access in the regions in which our employees reside.

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Our information technology (“IT”)IT and engineering systems contain sensitive information, including personal data, trade secrets, and other proprietary information. In addition, our connected products potentially expose our business and customers to cybersecurity threats. As a result, we arecan be subject to systems interruption, data corruption, data loss and service and product failures, not only resulting from the failures of our products or services but also from the failures of third-party service providers, natural disasters, power shortages or terrorist attacks, and cyber or other security threats. There is no assurance that the comprehensive security measures we have put in place to protect our IT and engineering systems, services, and products against unauthorized access and disclosure of personal data or confidential or trade secret information will be effective in every case.

We have experienced, and expect to continue to experience, cybersecurity threats and incidents, none of which, to our knowledge, have been material to date. The potential consequences to any of our connected solutions platforms, data centers, or network operations and systems resulting from a material cyber or other security incident such as a successful ransomware attack or malicious publication of confidential information, trade secrets or personal data include financial loss, reputational and brand impact, negative media coverage, loss of shareholder value, loss of customers, litigation with third parties, including class-action litigation, regulatory investigations, audits or other enforcement actions, theft of intellectual property, fines, diminution in the value of our investment in research, development and engineering, regulatory reporting for data breaches, and increased cyber and other security protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect our competitiveness, business, financial condition, results of operations, and cash flows. In addition, damages, fines and claims arising from such incidents may not be covered by, or may exceed the amount of any insurance available or may not be insurable.

Failure to increase productivity through sustainable operational improvements, as well as an inability to successfully execute transformation programs or to effectively manage our workforce, may reduce our profitability or adversely impact our businesses.

Our profitability and margin growth are dependent upon our ability to drive sustainable improvements. In addition, we seek productivity and cost savings benefits through our ongoing transformation and other programs, such as consolidation and outsourcing of manufacturing operations or facilities, transitions to cost-competitive regions, workforce optimizations, product line rationalizations and divestitures, and other cost-saving initiatives. Risks associated with these actions include delays in execution of the planned initiatives, additional unexpected costs, asset impairments, realization of fewer than estimated productivity improvements, and adverse effects on employee morale leading to reduced production and unanticipated departures. We may not realize the full operational or financial benefits we expect and the recognition of these benefits may be delayed and these actions may potentially disrupt our operations. In addition, organizational changes, attrition, labor relations difficulties, or work stoppages could have an adverse effect on our business, reputation, financial condition, results of operations, and cash flows.

long-term liabilities on our consolidated balance sheet,Consolidated Balance Sheet, the amounts of which will be dependent on factors outside our control, including Honeywell’s responsibility to manage and determine the outcomes of claims underlying the liabilities. This may have a significant negative impact on the calculation of key financial ratios and other metrics that are important to investors, rating agencies and securities analysts in evaluating our creditworthiness, and the value of our securities. Although we will have access to information regarding these liabilities as we may reasonably request for certain purposes, as well as the ability to participate in periodic standing meetings with Honeywell’s remediation management team responsible for management of the underlying claims, the payment obligations under the Reimbursement Agreement relate to legal proceedings, costs and remediation efforts that we will not control, and we accordingly do not expect to be able to make definitive decisions regarding settlements or other outcomes that could influence our potential related exposure.

Responses to climate change may cause a shift away from fossil fuels to alternative power sources such as electricity or alternative fuels such as natural gas/hydrogen mixtures. Many of our thermal solutions are designed for application with oil and gas systems. A shift away from fossil fuels could affect our OEM customers’ business and result in a loss of business for them and for us. If we fail to adapt our solutions to alternative power sources, it could have an adverse effect on our business, financial condition, results of operations, and cash flows. Similarly, regulations to drive higher fuel efficiency and requirements to support varying fuel mix could shift business away from us if we fail to adapt our solutions to address these needs in a timely manner.

The laws and regulations impacting us impose complex, stringent and costly compliance activities, including but not limited to environmental, health, and safety protection standards and permitting, labeling and other requirements regarding, among other things, electronic and wireless communications, air emissions, wastewater discharges, the use, handling, and disposal of hazardous or toxic materials, remediation of environmental contamination, data security, data protection and data privacy, consumer protection and working conditions, and benefits for and compensation of our employees. We may also be affected by future standards, laws or regulations, including those imposed in response to cybersecurity, energy, climate change, product functionality, geopolitical, corporate social responsibility, data privacy, new types of online advertising or similar concerns. We expect that the growth of our business may depend on our development of new technologies in response to legislation and regulations related to efficiency standards, safety, data privacy and security,cybersecurity, and environmental concerns. These standards, laws, or regulations may further impact our costs of operation, the sourcing of raw materials, and the manufacture, (re-)design and distribution of our products and place restrictions and other requirements or impediments on the products and solutions we can sell in certain geographical locations. The net revenue and margins of our business are directly impacted by government regulations, including safety, performance and product certification regulations, particularly those driven by customer demands and national approvals, as well as changes in trade agreements, tariffs, and environmental and energy efficiency standards. We may develop unexpected legal contingencies or matters that exceed, or are excluded from, insurance coverage. We are subject to and in the future may be subject to various claims, including legal claims arising in the normal course of business. Such claims may include without limitation employment and benefits claims, product recall, personal injury, network security, breaches of or other non-compliance with data security,cybersecurity, data protection, or data privacy or advertising and marketing regulations, or property damage claims resulting from the use of our products, services, or solutions, as well as exposure to hazardous materials, contract disputes, or intellectual property disputes. The actual costs of resolving legal claims may be substantially higher or lower than the level of insurance coverage we hold and/or the amounts accrued for such claims or may be excluded from coverage. In the event of unexpected future developments, it is possible that the ultimate resolutions of such matters could be unfavorable.

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Various laws and regulations as well as contracts we have entered into with third parties and our public notices apply to the collection, processing, transfer, disposal, disclosure and security of personal data and other types of regulated data.data, including obligations concerning clear, accurate and transparent data use practices and advertising that is not misleading. The interpretation and application of many privacy and data protection laws and regulations around the world may be

inconsistent with our existing data use, management and retention practices, public descriptions thereof or the features of our products and services. Any such new laws or regulations, any changes to existing laws and regulations and any such interpretation may affect demand for our products and services, impact our ability to effectively transfer data across borders or advertise our products and services in support of our business operations, or increase the cost of providing our products and services. Additionally, any actual or perceived breach of such laws or regulations may subject us to claims and may lead to administrative, civil or criminal liability, as well as fines and reputational harm. We could also be required to fundamentally change our business activities and practices, or modify or re-design our products and services, which could have an adverse effect on our business, financial condition, results of operations, and cash flows. Claims or lawsuits related to data security,cybersecurity, advertising, marketing, data protection or data privacy initiated by governmental bodies, customers or other third parties, whether meritorious or not, could be time consuming, result in costly regulatory proceedings, litigation, penalties and fines, or require us to change our business practices, sometimes in expensive ways, or other potential liabilities. Unfavorable publicity regarding our privacy practices could injure our reputation, harm our ability to keep existing customers or attract new customers or otherwise adversely affect our business, assets, revenue, brands, and reputation.

Changes in laws, regulations or government enforcement of policies concerning the environment, the discovery of previously unknown contamination or new technology or information related to individual contaminated sites owned or operated by Resideo, the establishment of stricter state or federal toxicity standards with respect to certain contaminants, or the imposition of new clean-up requirements or remedial techniques, could require us to incur additional currently unanticipated costs in the future that would have a negative effect on our business, financial condition, results of operations, and cash flows.

We are currently subject to laws and regulations regarding labor, employment and benefits matters, including consultation requirements, and may be subject in the future to government investigations and/or claims, allegations and/or work stoppages in these areas that may have a negative effect on our business operations and/or financial results.

In the ordinary course of business, we may make certain commitments, including representations, warranties and indemnities relating to current and past operations, 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 public disclosure and reporting, commercial transactions, government contracts, product liability, prior acquisitions and divestitures, labor and employment matters, employee benefit plans, intellectual property, and environmental, health and safety matters.

While we maintain or may otherwise have access to insurance for certain risks, certain risks may be excluded and the amount of our insurance coverage may not be adequate to cover the total amount of all insured claims, legal fees, costs and liabilities and we may have to satisfy high 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.

restrictions, product recalls, public exposure and be required to install costly equipment or make operational changes to achieve compliance with such laws and regulations.

The Spin-Off was generally intended to be a tax-free transaction for our shareholders,stockholders, but any failure to comply with the relevant tax requirements could result in certain of our shareholdersstockholders incurring substantial tax liabilities. In addition, we may have material payment obligations to Honeywell under the Tax Matters Agreement, including upon the resolution of pending or future disputes with Honeywell regarding the appropriate allocation of tax liabilities incurred in connection with the Spin-Off.

Completion of the Spin-Off was conditioned on Honeywell’s receipt of separate written opinions from Cleary Gottlieb Steen & Hamilton and KPMG to the effect that the Spin-Off should qualify for non-recognition of gain and loss under Section 355 and related provisions of the Internal Revenue Code of 1986, as amended (the “Code”(“the Code”). The opinions assume that the Spin-Off was completed according to the terms of the Separation and Distribution Agreement.

Conflicts of interest may or have arisen with Honeywell in a number of areas relating to our past and ongoing relationships, including:

We may not be able to resolve any potential conflicts, and, even if we do so, the resolution may be less favorable to us than if we were dealing with a party other than our former parent company.

of Resideo. Any termination of the Trademark Agreement could have a material adverse effect on our business, financial condition, cash flows, and reputation. In addition, the provisions of the Trademark Agreement in respect of a change of control of Resideo or the sale of any interests in any subsidiary of Resideo may impact our ability to enter into transactions that are otherwise in the best interests of our stockholders.

We and Honeywell also have had and may in the future have disputes under the agreements and related exhibits entered into in connection with the Spin-Off. In addition, because of their former positions with Honeywell, certain of our executive officers and directors, including the chairmanChairman of the Board, own equity interests in Honeywell. Continuing ownership of Honeywell sharesstock and equity awards could appear to create potential conflicts of interest if our Company and Honeywell face decisions that could have implications for both our Company and Honeywell.

The terms of our varied indebtedness include a number of restrictive covenants that impose significant operating and financial restrictions on us and limit our ability to engage in actions that may be in our long-term best interests, including actions such as incurring additional indebtedness, paying dividends, making investments or acquisitions, selling or transferring certain assets and other corporate actions. If market changes, economic downturns, or other negative events occur, our ability to comply with these covenants may be impaired and waivers from our lenders may not be provided. A breach of any of these covenants could result in an event of default under the terms of our indebtedness giving lenders the right to accelerate the repayment of such debt, which could adversely affect our business, financial condition, results of operations, and cash flows. Additionally, we might not have, or be able to obtain, sufficient funds to make these accelerated payments, and lenders could then proceed against any collateral. Any subsequent replacement of the agreements governing such indebtedness, or any new indebtedness could have similar or greater restrictions. As a result of these restrictions, we may be limited in how we conduct our business and pursue our strategy, unable to raise additional debt financing to operate during general economic or business downturns or unable to compete effectively or to take advantage of new business opportunities.

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Notwithstanding that we completed a follow-on equity offering and a refinance of our debt obligations, we

We may require additional capital in the future to finance our growth and development, upgrade and improve our manufacturing capabilities, implement further marketing and sales activities, fund ongoing research and development activities, satisfy regulatory and environmental compliance obligations and national approvals requirements, satisfy obligations under the Reimbursement Agreement, fund acquisitions and meet general working capital needs. If our access to capital were to become constrained significantly, or if costs of capital increased significantly, due to lowered credit ratings, increased interest rates, prevailing business conditions, financial leverage, the volatility of the capital markets, decreased investor interest or other factors, our business, financial condition, results of operations and cash flows could be adversely affected and our ability to fund future development and acquisition activities could be impacted.

We believe that we have adequate capital resources to meet our projected operating needs, capital expenditures and other cash requirements, including payments to Honeywell under the Reimbursement Agreement. However, we may need additional capital resources in the future and if we are unable to obtain sufficient resources for our operating needs, capital expenditures and other cash requirements for any reason, our business, financial condition and results of operations could be adversely affected.

The market price of our common stock has been volatile in the past and may be volatile in the future. The market price of our common stock may be significantly affected by the following factors: actual or anticipated fluctuations in our operating results; changes in financial estimates by securities analysts or our failure to perform in line with such estimates; announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; the loss of, or decrease in sales to, one or more key customers; global macroeconomic conditions; and departures of key personnel.

A stockholder’s percentage ownership in our Company may be diluted in the future because of common stock-based equity awards that we have granted and expect to grant in the future in accordance with our 2018 Stock Incentive Plan for the benefit of certain employees and other service providers, as well as our equity plan for our non-employee directors. In addition, we may issue additional equity as necessary to finance our ongoing operations and future acquisitions.

In addition, our Amended and Restated Certificate of Incorporation (our “Certificate”(“our Certificate”) authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock, which may have preferences over our common stock with respect to dividends and distributions, as our Board may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. Similarly, the repurchase or redemption rights or liquidation preferences that we could assign to holders of preferred stock could affect the residual value of our common stock. In addition, we may pursue acquisition opportunities for which the consideration thereof may consist partially or entirely of newly issued shares of our common stock and such transactions would dilute the voting power and/or reduce the value of our common stock.

Several provisions of our Charter Documents and Delaware law may discourage, delay or prevent a merger or acquisition. These include, among others, our staggered board that remains in effect until our 2022 annual meeting of stockholders; our stockholders are not permitted to act by written consent; we have established advance notice requirements for stockholder nominations and proposals; we limit the persons who may call special meetings of stockholders and we have limitations on our ability to enter into business combinations transactions.

These and other provisions of our Charter Documents and Delaware law may discourage, delay or prevent certain types of transactions involving an actual or a threatened acquisition or change in control of our Company, including unsolicited takeover attempts, even though the transaction may offer our stockholders the opportunity to sell their shares of our common stock at a price above the prevailing market price.

Due to the complex nature of our business, our future performance is highly dependent upon the continued services of our employees and management who have significant industry expertise, including our engineering and design personnel and trained sales force. Our performance is also dependent on the development of additional personnel and the hiring of new qualified engineering, design, manufacturing, marketing, sales and management personnel for our operations. Competition for qualified personnel in our markets is intense, many locations in which we operate have seen increases in employee resignations, competition for talent, and increases in wages, and we may not be successful in attracting or retaining qualified personnel. The loss of key employees, our inability to attract new qualified employees or adequately train employees, or the delay in hiring key personnel could negatively affect our business, financial condition, results of operations and cash flows.

Our future results of operations could be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in tax laws, regulations and judicial rulings (or changes in the interpretation thereof), changes in generally accepted accounting principles, changes in the valuation of deferred tax assets and liabilities, changes in the amount of earnings permanently reinvested offshore, the results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures, and various other governmental enforcement initiatives. Our tax expense includes estimates of tax reserves and reflects other estimates and assumptions, including assessments of our future earnings which could impact the valuation of our deferred tax assets. Changes in tax laws or regulations, including multi-jurisdictional changes enacted in response to the guidelines provided by the Organization for Economic Co-operation and Development to address base erosion and profit shifting will increase tax uncertainty and may adversely impact our provision for income taxes.

The Sarbanes-Oxley Act requires that we maintain effective internal control over financial reporting and disclosure controls and procedures. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of shares ofour common stock could decline and we could be subject to sanctions or investigations by SEC or other regulatory authorities, which would require additional financial and management resources.

Even if we were to conclude, and our auditors were to concur, that our internal controls over financial reporting provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, because of its inherent limitations, internal control over financial reporting might not prevent or detect fraud or misstatements. This, in turn, could have an adverse impact on trading prices for our shares of common stock, and could adversely affect our ability to access the capital markets.

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We sponsor defined benefit pension plans under which certain eligible Company employees will earn pension benefits. We have plans in several countries including the U.S., the terms of which require that such qualified defined benefit pension plans maintain certain capitalization levels. Changes in discount rates and actual asset returns different than our anticipated asset returns can result in significant non-cash actuarial gains or losses. With regard to cash pension contributions, funding requirements for our pension plans are largely dependent upon interest rates, actual investment returns on pension assets and the impact of legislative or regulatory changes related to pension funding obligations. Our pension plan contributions may be material and could adversely impact our financial condition, cash flow, and results of operations. We may need to make pension plan contributions in future periods sufficient to satisfy funding requirements.

Our corporate headquarters is located in Scottsdale, Arizona.

The

Products &and Solutions segment owns or leases 1620 manufacturing sites and 54 warehouses. ADI Global Distribution owns or leases 188175 stocking locations and 25 warehouses. The Corporate segment leases 3 sites. There are also 49is 1 warehouse and 47 other sites owned or leased by both Products and Solutions and ADI Global Distribution, including offices shared by the segments and engineering, and lab sites used by the Products &and Solutions segment. The following table shows the regional distribution of these sites:

		Americas				Asia Pacific				EMEA				India
Sites			154				7				89				13

We also sublease 1 lab site and 3 other sites that include office and engineering space from Honeywell. 30Honeywell, which is included above. 28 warehouses are operated by third parties. In addition, Honeywell leases or subleases 2 manufacturing sites and 4 other sites, with office and warehouse space, from us.

We believe our properties are adequate and suitable for our business as presently conducted and are adequately maintained.

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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 of 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.

Not applicable.

Our common stock is traded on the New York Stock Exchange under the symbol “REZI”.“REZI.” On February 14, 2022,15, 2023, there were 36,47935,719 holders of record of our common stock and the closing price of our common stock on the New York Stock Exchange was $24.37$18.96 per share. As of February 14, 2022, 145,018,67315, 2023, 147 million shares of our Common Stock and 0 shares of our preferred stock were outstanding.

As described in Item 1. Business of this Form 10-K, on October 29, 2018, Honeywell completed the separation of Resideo Technologies, Inc. as a result of a pro rata distribution of our common stock to shareholders of Honeywell (the “Spin-Off”). Following the Spin-Off, our authorized capital stock consisted of 700,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share.

were outstanding.

We have never declared or paid any cash dividends on our common stock and we currently do not intend to pay cash dividends. We currently expect to retain any future earnings to fund the operation and expansion of our business and pay back debt obligations. The Board’s decision regarding any future payment of dividends will depend on the consideration of many factors, including our financial condition, earnings, sufficiency of distributable reserves, opportunities to retain future earnings for use in the operation of our business and to fund future growth, capital requirements, debt service obligations, obligations under the Reimbursement Agreement, legal requirements, regulatory constraints, and other factors that the Board deems relevant. Additionally, the terms of the indebtedness we incurred in connection with the Spin-Off, obligations under the Reimbursement Agreement and other amounts owed to Honeywell under the Tax Matters Agreement, Trademark License and Patent Cross-License Agreements, will limit our ability to pay cash dividends.

The following graph shows a comparison through December 31, 20212022 of the cumulative total returns for (i) our common stock, (ii) the S&P MidCap 400Small Cap 600 Total Return Index and (iii) the S&P 400 Industrials assuming an initial investment of $100 on the Spin-Off date and reinvestment of all dividends. The returns in the graph are not intended to forecast or be indicative of possible future performance of our common stock.

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help you understand the results of our operations and financial condition of Resideo Technologies, Inc. and its consolidated subsidiaries (“Resideo” or “the Company”, “we”, “us” or “our”) for the three years ended December 31, 20212022, and should be read in conjunction with the Consolidated Financial Statements and the notes thereto contained elsewhere in this Form 10-K.

We are a leading global manufacturer and distributor of technology driventechnology-driven products and solutions 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 markets, smoke and carbon monoxide detection home safety and fire suppression products, and security markets. We have a global footprint serving commercial and residential end-markets. We manage our business operations through two operating segments, Products &and Solutions and ADI Global Distribution.

Our Products &and Solutions operating segment offerings include temperature and humidity control, thermalenergy products and combustion solutions, water and air solutions, as well assmoke and carbon monoxide detection home safety products, security panels, sensors, peripherals, wire and cable, communications devices, video cameras, awarenessother home-related lifestyle convenience solutions, cloud infrastructure, installation and maintenance tools, and related software.

Our ADI Global Distribution business is the leading wholesale distributor of low-voltage security products including intrusion, access control, fire detection, security, and video products and participates significantly in the broader related markets of audio, communications, data communications, networking, power, ProAV, smart home, fire, power, audio, ProAV, networking, communications,and wire and cable, and data communications. The Products & Solutions segment, consistent with our industry, has a higher gross and operating profit margin profile in comparison to thecable. Our ADI Global Distribution segment.

strategy is focused on growth in our omni-channel presence, expand into adjacent markets, and continue to enhance our value-add services to support our professional installers’ efficiency and profitability.

Our financial performance is influenced by several macromacroeconomic factors such as repair and remodeling activity, residential and non-residential construction, employment rates, and overall macro environment. The global outbreak of a novel coronavirus disease (“COVID-19”) in 2020 created economic disruption, and we experienced constrained supply and 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 improved throughout 2021 and ongoing cost actions and transformation efforts contributed to the Company’s operations and overall financial performance. However, we are experiencing global shortages in key materials and components in certain instances impacting our ability to supply certain products as well as labor shortages, materials price inflation, and increased freight costs.

During 2021, the Products & Solutions segment revenue increased 16% compared to 2020, driven by strong growth across all business segments as well as sales price increases. Operating profit increased 33% compared to 2020 and was positively impacted by higher revenue, a decrease in restructuring related expenses, favorable changes in sales mix, lower charges related to obsolete and surplus inventory, transformation program cost savings, and other cost reduction efforts totaling $324 million. These impacts were partially offset by increased material costs, increased freight costs, increased labor incentives expense, investments to support research and development, as well as labor inflation totaling $190 million.

Our ADI Global Distribution business revenue increased 15% compared to 2020. Throughout 2021, the business continued its strong performance, achieving solid growth in the U.S. and Canada, including the impact from the 2020 Herman ProAV acquisition and 2021 acquisitions of Norfolk Wire & Electronics and Shoreview Distribution; as well as in EMEA, and through the expansion of key product lines. ADI Global Distribution accelerated the adoption of digital tools, which is reflected in strong e-commerce growth. Operating profit grew 38% compared to 2020, driven by sales volume, favorable sales mix, pricing, and productivity totaling $108 million, partially offset by commercial investments, and other cost inflation of $34 million.

Current Period Highlights

Net revenue increased $775 million, or 15% in 2021 compared to 2020, primarily due to volume and sales price increases. Gross profit increased 19% compared to 2020. Gross profit as a percent of net revenue increased to 27% in 2021 compared to 26% in 2020. The primary items driving the increase in gross profit percentage were an approximately 200 basis point (“bps”) benefit from sales price increases and sales mix and an approximately 100 bps

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benefit resulting from higher revenue volume. These benefits were partially offset by an approximately 100 bps impact from increased freight costs and an approximately 100 bps impact from increased material costs.

Research and development expense for 2021 was $86 million, an increase of $9 million, or 12% from $77 million for 2020. The increase was driven by investments to support new product launches, labor inflation and other items totaling $17 million. These increases were partially offset by transformation program cost savings, lower restructuring related expenses, and other cost reductions totaling $8 million.

Selling, general and administrative expenses for the year ended December 31, 2021 was $916 million, a decrease of $9 million or 1% from $925 million for the year ended December 31, 2020.The decrease was driven by lower Spin-Off and restructuring related expenses, transformation program cost savings, and other cost reductions totaling $140 million. These decreases were partially offset by commercial investments, the pending securities class action litigation settlement net of insurance recoveries, increased labor incentives expense, foreign currency translation, impairment charges resulting from the relocation of our Austin, Texas corporate headquarters location to a lower cost site, increased stock-based compensation expense, and labor inflation and other items totaling $131 million.

Net income for 2021 was $242 million compared to $37 million for 2020, an increase of 554% year over year.

We ended 2021 with $779 million in cash and cash equivalents. Net cash provided by operating activities was $315 million for the year. At December 31, 2021, accounts receivable were $876 million, inventories were $740 million, accounts payable were $883 million, and there were no borrowings under our revolving credit facility.

Recent Developments

Amended and Restated CreditFacilities and Senior Notes

On February 12, 2021, we entered into an Amendment and Restatement 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 16, 2021, we redeemed $140 million in principal amount of the Senior Notes at a redemption price of 106.125% of par plus accrued interest.

On August 26, 2021, we redeemed the remaining $260 million in principal amount of the Senior Notes due 2026 at a redemption price of 105.594% of par plus accrued interest and we issued $300 million in principal amount 4% senior unsecured notes due in 2029.

As a result of the Senior Notes redemption and the execution of the A&R Credit Agreement, debt extinguishment costs of $41 million were incurred in the year ended December 31, 2021 and recorded in Other expense, net.

COVID-19 Pandemic

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, as viruses constantly change through mutation, with new variants of the COVID virus occurring and expected to continue over time. As new information emerges it may have an impact on potential restrictions globally in areas including travel, freight, shipping and commercial operations. As there remains uncertainty around the impacts ofrates, the COVID-19 pandemic, we address and evaluate the impacts frequently. See “Item 1A. Risk Factors” of this Form 10-K for further discussion of the possible impact of the COVID-19 pandemic on our business.

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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 exempted certain products and services needed to maintain continuity of operations of critical infrastructure sectors as determined by the federal government. If additional lockdown orders are put in place or 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. Finally, we are incurring increased costs associated with other employee safety measures.

overall macroeconomic environment. 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 uncertainty surrounding the mitigation measures that are implemented by governmental authorities. We also expectprevailing macroeconomic environment. For example, recent business conditions to remain challenging, withhave been impacted by supply chain disruptions and global shortages in key materials and components, in certain instances impactingwhich have impacted our ability to supply certain products,products. We have also experienced various inflationary impacts, such as well asinventory destocking, increased labor shortages,rates, materials price inflation, and increased freight costs.and other costs, and unfavorable foreign currency impacts from a stronger U.S. dollar. In response to these challenges, we will continuehave, among other measures, raised prices, aggressively managed supplier relationships to focus on those factors that we can control: closely managing and controlling our expenses; aligningmitigate some of these shortages, developed contingency plans for future supply, aligned our production schedules with demand in a proactive manner, as there are changes in market conditions to minimize our cash operating costs; and pursuingpursued further improvements in the productivity and effectiveness of our manufacturing, selling, and administrative activities.

This section of the Form 10-K discusses fiscal 2022 and fiscal 2021 items and year-over-year comparisons of these periods. Discussions of fiscal 2020 items and year-over-year comparisons between fiscal 2021 and fiscal 2020 that are presentednot included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in the Company’s 2021 Annual Report on Form 10-K filed February 15, 2022.

The Consolidated Financial Statements have been preparedchart below presents the drivers of the gross profit variance from the year ended December 31, 2021 to December 31, 2022.

Research and development expenses as a separate line item withinfor the statements. Researchyear ended December 31, 2022, were $111 million, an increase of $25 million, or 29%, from $86 million for the year ended December 31, 2021. The increase was driven by additional year-over-year costs associated with the First Alert acquisition of $8 million, investments to support new product launches of $7 million, reallocation of engineering resources to new product development of $6 million, labor inflation of $2 million, and development expenses were formerly included within investment in software engineering to adopt new, upgrade or replace systems.

Selling, general and administrative expenses.

Certain reclassifications have been made toexpenses for the year ended December 31, 2022, were $974 million, an increase of $65 million, or 7.2%, from the prior period financial statements to conform to the classification adopted in the current period.

Components of Operating Results

Net Revenue

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

Products & Solutions: We generate the majority of our Products & Solutions net revenueyear, 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 locationdriven by an end-user or service provider. Our products are sold through a network of HVAC, plumbing, security, and electrical distributors including our ADI Global Distribution business, OEMs, and service providers such as HVAC contractors, security dealers and plumbers. We also sell some products via retail and online channels.

ADI Global Distribution: We generate revenue through the distribution of low-voltage electronic and security products, 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 products, ADI Global Distribution distributes products from industry-leading manufacturers and carries a line of private label products. We sell these products to contractors that service non-residential and residential end-users. 14% of ADI Global Distribution’s net revenue is supplied by our Products & Solutions Segment. Management estimates that in 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.

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Cost of Goods Sold

Products & Solutions:Cost of goods sold includesadditional year-over-year costs associated with raw materials, assembly, shippingthe First Alert acquisition of $62 million, investment in marketing and handlingsales of those products,$21 million, labor inflation of $15 million, higher third-party spend of $5 million and transaction costs of personnel-related expenses, equipment associated with manufacturing support, logisticsacquisitions of approximately $11 million. These increases were partially offset by foreign currency impacts of $24 million, an indemnification accrual release of $8 million, lower impairment expenses resulting from the relocation of our Austin, Texas corporate headquarters in 2021 of $9 million and quality assurance, non-researcha decrease in the 2021 securities class action litigation settlement, net of insurance recoveries of $16 million.

In the fourth quarter of 2022, we executed multiple restructuring programs to lower costs, increase margins and costsposition us for growth resulting in restructuring and impairment expenses of certain$35 million. We expect to fully execute our restructuring initiatives and programs over the next 12 to 24 months.

Interest expense, consists of interest on our short and long-term obligations, including our senior notes, term credit facilities, and revolving credit 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.

Tax Expense

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 permanent differences.

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Results of Operations

The following table sets forth our Consolidated Statements of Operations for the periods presented:

Consolidated Statements of Operations

(In millions except share and per share data)

		Years Ended December 31,
		2021				2020				2019
Net revenue		$	5,846			$	5,071			$	4,988
Cost of goods sold			4,285				3,758				3,711
Gross profit			1,561				1,313				1,277
Research and development expenses			86				77				87
Selling, general and administrative expenses			916				925				932
Operating profit			559				311				258
Other expense, net			158				147				118
Interest expense			48				63				69
Income before taxes			353				101				71
Tax expense			111				64				35
Net income		$	242			$	37			$	36
Weighted Average Number of Common Shares Outstanding (in thousands)
Basic			144,036				125,348				122,722
Diluted			148,448				126,324				123,238
Earnings Per Share
Basic		$	1.68			$	0.30			$	0.29
Diluted		$	1.63			$	0.29			$	0.29

A detailed discussion of the prior year 2020 to 2019 year-over-year changes are not included herein and can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the 2020 Annual Report on Form 10-K filed February 25, 2021.

The following discussions of year-over-year changes represent 2021 compared to 2020.

Net Revenue

		Years Ended December 31,
		2021				2020
Net revenue		$	5,846			$	5,071
% change compared with prior period			15	%			2	%

Net revenue for the year ended December 31, 2021 was $5,846 million, an increase of $775 million, or 15% from the year ended December 31, 2020, which was negatively impacted by the emergence of COVID-19. The increase is mainly due to volume and sales price increases.

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

Cost of Goods Sold

		Years Ended December 31,
		2021				2020
Cost of goods sold		$	4,285			$	3,758
% change compared with prior period			14	%			1	%
Gross profit percentage			27	%			26	%

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Cost of goods sold for the year ended December 31, 2021 was $4,285 million, an increase of $527 million, or 14%, from $3,758increased $10 million for the year ended December 31, 2020. This increase in cost of goods sold was driven by higher revenue volumes, increased material costs, increased freight costs, foreign currency translation, and labor inflation totaling $650 million. These increased costs were partially offset by favorable changes in sales mix, lower charges related to obsolete and surplus inventory, decreased restructuring related costs, transformation programs cost savings, and other cost savings totaling $123 million.

Gross profit percentage was 27% for the year ended December 31, 2021,2022 as compared to 26% for the year ended December 31, 2020. The primary items driving the increasesame period in gross profit percentage were an approximately 200 bps benefit from sales price increases2021 due to higher interest rates in 2022 compared to 2021 and sales mix and an approximately 100 bps benefit resulting from higher revenue volume. These benefits were partially offset by an approximately 100 bps unfavorable impact from increased freight costs and an approximately 100 bps unfavorable impact from increased material costs.

Research and Developmentadditional borrowings of $200 million associated with our A&R Credit Agreement.

Income tax expense for the year ended December 31, 2021 was $86 million, an increase of $9 million, or 12%, from $77$135 million for the year ended December 31, 2020. The increase2022, includes $6 million of discrete tax benefit. Excluding discrete tax benefit of $6 million, the overall effective tax rate was driven by investments to support new product launches, labor inflation and other items totaling $17 million. These increases were partially offset by transformation program cost savings, lower restructuring related expenses, and other costs reductions totaling $8 million.

Selling, General and Administrative Expense

		Years Ended December 31,
		2021				2020
Selling, general and administrative expense		$	916			$	925
% of revenue			16	%			18	%

Selling, general and administrative expense33.7% versus 31.3% for the year ended December 31, 2021 was $916 million, a decrease of $9 million, or 1%, from $925 million2021.

Income tax expense increased for the year ended December 31, 2020.2022, primarily due to an increase in pre-tax earnings. The decreaseincrease in the overall effective tax rate was primarily driven by lower Spin-Off and restructuring related expenses, transformation program cost savings,non-deductible indemnification costs and other cost reductions totaling $140non-deductible expenses.

The chart below presents net revenue and income from operations for the pendingyears ended December 31, 2022 and 2021.

Corporate costs the year ended December 31, 2022, were $229 million, a decrease of $21 million, or 8%, from $250 million in the same period of 2021. The decrease was due primarily to the 2021 securities class action litigation settlement net of insurance recoveries increased labor incentives expense, foreign currency translation,of $16 million, lower impairment chargesexpenses resulting from the relocation of our Austin, Texas corporate headquarters location to a lower cost site, increased stock-based compensation expense, and labor inflation and other items totaling $131 million.

Other Expense, Net

		Years Ended December 31,
		2021				2020
Other expense, net		$	158			$	147

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Other expense, net for the year ended December 31,in 2021 was $158 million, an increase of $11 million, or 7%, from $147 million for the year ended December 31, 2020. Other expense, net increased $41 million from debt extinguishment costs incurred as a result of the redemption of our Senior Notes due 2026 and the execution of the A&R Credit Agreement and $2 million in other non-operating expense, partially offset by an $11 million decrease in non-operating pension related expense, a $9 million, reduction in the accruals related to the Tax Matters Agreement, anindemnification accrual releases of $8 million gain in sales of businesses, and $4 million of favorable foreign exchange impact.

Tax Expense

		Years Ended December 31,
		2021				2020
Tax expense		$	111			$	64
Effective tax rate			31	%			64	%

Our effective income tax rate is impacted by the mix of earnings across jurisdictions in which we operate, by U.S. taxation of foreign earnings, and by non-deductible expenses. Indemnification costs paid under the Reimbursement Agreement are generally non-deductible expenses for U.S. federal income tax purposes.

Income tax expense of $111 million in 2021 includes $1 million of discrete tax expense. Excluding discrete tax expense of $1 million, the overall effective tax rate was 30%.

Income tax expense increased in fiscal 2021 primarily due to an increase in pre-tax earnings. The decrease in the overall effective tax rate for 2021 is primarily driven by the effect higher earnings, compared with the prior year, have on the tax rate impact of non-deductible indemnification costs.

Review of Business Segments

Products & Solutions

		2021				2020				% Change
Total revenue		$	2,841			$	2,488
Less: Intersegment revenue			373				367
External revenue			2,468				2,121				16	%
Operating profit		$	541			$	407				33	%
Operating profit percentage			22	%			19	%

Products & Solutions revenue increased 16% mainly due to increased volume driven by strong growth across all business lines as well as sales price increases. Operating profit increased from $407 million to $541 million or 33%. Operating profit increased 33% and was positively impacted by higher revenue, a decrease in restructuring related expenses, favorable changes in sales mix, lower charges related to obsolete and surplus inventory, transformation program cost savings, and other cost reduction efforts totaling $324 million. These impacts were partially offset by increased material costs, increased freight costs, increased labor incentives expense, investments to support research and development, as well as labor inflation totaling $190 million.

ADI Global Distribution

		2021				2020				% Change
External revenue		$	3,378			$	2,950				15	%
Operating profit		$	268			$	194				38	%
Operating profit percentage			8	%			7	%

ADI Global Distribution revenue increased 15%, highlighted by strong growth in the U.S. and Canada, as well as EMEA. Operating profit increased 38% and was favorably impacted by favorable changes in sales mix, higher revenue, and other expense productivity totaling $108 million.reductions. These positive impacts were partially offset by commercial investments, increased freighttransaction costs and increased labor incentives expense, as well as labor inflation totaling $34associated with acquisitions of approximately $11 million.

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Corporate

		2021				2020				% Change
Corporate costs		$	250			$	290				14	%

Corporate costs for 2021 were $250 million, a decrease of $40 million, or 14%, from $290 million in 2020.The decrease was driven by lower Spin-Off and restructuring related expenses, transformation programs cost savings, and other cost reductions totaling $95 million. These decreases were partially offset by the pending securities class action litigation settlement net of insurance recoveries, increased consulting expense, impairment charges resulting from the relocation of our Austin, Texas corporate headquarters location to a lower cost site, increased labor incentives expense, increased stock-based compensation expense, foreign currency translation, and labor inflation totaling $55 million.