What changed in this filing

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Item 1. Financial Statements

2023-05-02 compared with 2022-11-03 · 264 added, 523 removed, 503 unchanged (61% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Current assets:

Cash and cash equivalents $ 186,316 $ 257,223

Restricted cash and restricted cash equivalents 117,236 116,357

Accounts receivable, net of allowance for credit losses of $ 64,869 and $ 65,655 , respectively

26 unchanged sentences

Preferred stock—authorized 1,000,000 shares of $ 0.01 par value;

zero issued and outstanding as of September 30, 2022 and December 31, 2021

zero issued and outstanding as of March 31, 2023 and December 31, 2022

Common stock—authorized 3,999,000,000 shares of $ 0.01 par value;

issued and outstanding shares of 858,629,554 and 846,825,868 as of September 30, 2022 and December 31, 2021, respectively

issued and outstanding shares of 866,916,570 and 862,098,041 as of March 31, 2023 and December 31, 2022, respectively

Class B common stock—authorized 100,000,000 shares of $ 0.01 par value;

issued and outstanding shares of 54,744,525 as of September 30, 2022 and December 31, 2021

issued and outstanding shares of 54,744,525 as of March 31, 2023 and December 31, 2022

Additional paid-in capital 7,380,867 7,380,759

7 unchanged sentences

(in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Three Months Ended March 31,

Monitoring and related services $ 1,173,318 $ 1,121,296

Installation, product, and other 444,450 218,613 1,323,139 681,448

Security installation, product, and other 294,201 231,470

Solar installation, product, and other 144,835 191,981

Total revenue 1,612,354 1,544,747

Cost of revenue (exclusive of depreciation and amortization shown separately below) :

Monitoring and related services 246,403 235,614

Security installation, product, and other 169,254 138,750

Solar installation, product, and other 98,344 135,404

Total cost of revenue 514,001 509,768

Selling, general, and administrative expenses 462,229 482,348

4 unchanged sentences

Interest expense, net ( 171,626 ) ( 6,307 )

Loss on extinguishment of debt — ( 36,957 ) — ( 37,113 )

Other income (expense) ( 1,190 ) 1,496

20 unchanged sentences

(in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Three Months Ended March 31,

Net income (loss) $ ( 89,698 ) $ 51,645

8 unchanged sentences

(in thousands)

Three Months Ended September 30, 2022

Number of Common Shares Number of Class B Common Shares Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity

Beginning balance 856,642 54,745 $ 8,566 $ 547 $ 7,295,665 $ ( 3,874,045 ) $ ( 51,334 ) $ 3,379,399

Net income (loss) — — — — — ( 121,987 ) — ( 121,987 )

Other comprehensive income (loss), net of tax — — — — — — 4,073 4,073

Issuance of common stock 1,322 — 13 — ( 13 ) — — —

Dividends — — — — — ( 32,028 ) — ( 32,028 )

Share-based compensation expense — — — — 16,692 — — 16,692

Contingent forward purchase contract — — — — ( 41,938 ) — — ( 41,938 )

Transactions related to employee share-based compensation plans and other 666 — 7 — 3,095 ( 459 ) — 2,643

Ending balance 858,630 54,745 $ 8,586 $ 547 $ 7,273,501 $ ( 4,028,519 ) $ ( 47,261 ) $ 3,206,854

Three Months Ended September 30, 2021

Beginning balance 776,310 54,745 $ 7,763 $ 547 $ 6,665,145 $ ( 3,724,139 ) $ ( 94,694 ) $ 2,854,622

Net income (loss) — — — — — ( 109,129 ) — ( 109,129 )

Other comprehensive income (loss), net of tax — — — — — — 11,788 11,788

Dividends — — — — — ( 29,186 ) — ( 29,186 )

Share-based compensation expense — — — — 16,242 — — 16,242

Transactions related to employee share-based compensation plans and other 100 — 1 — ( 3,512 ) ( 510 ) — ( 4,021 )

Ending balance 776,410 54,745 $ 7,764 $ 547 $ 6,677,875 $ ( 3,862,964 ) $ ( 82,906 ) $ 2,740,316

See Notes to Condensed Consolidated Financial Statements

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

Nine Months Ended September 30, 2022

Three Months Ended March 31, 2023

2 unchanged sentences

Other comprehensive income (loss), net of tax — — — — — — 4,107 4,107

Issuance of common stock 6,026 — 60 — 15,308 — — 15,368

Dividends — — — — — ( 32,258 ) — ( 32,258 )

Share-based compensation expense — — — — 15,982 — — 15,982

Contingent forward purchase contract — — — — ( 41,938 ) — — ( 41,938 )

Transactions related to employee share-based compensation plans and other

1 unchanged sentence

Ending balance 866,917 54,745 $ 8,668 $ 547 $ 7,380,867 $ ( 4,032,463 ) $ ( 43,093 ) $ 3,314,526

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2022

2 unchanged sentences

Other comprehensive income (loss), net of tax — — — — — — 11,083 11,083

Dividends, including dividends reinvested in common stock

— — — — 4 ( 87,506 ) — ( 87,502 )

Dividends — — — — — ( 31,758 ) — ( 31,758 )

Share-based compensation expense — — — — 16,020 — — 16,020

6 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

7 unchanged sentences

Provision for losses on receivables and inventory 26,479 19,314

Loss on extinguishment of debt — 37,113

Goodwill impairment 149,385 —

Intangible asset impairments — 17,883

Goodwill, intangible, and other asset impairments 193,700 —

Unrealized (gain) loss on interest rate swap contracts 32,516 ( 145,289 )

Change in fair value of financial instruments 157,550 —

Other non-cash items, net 28,601 65,445

8 unchanged sentences

Purchases of property and equipment ( 59,215 ) ( 38,317 )

Acquisition of businesses, net of cash acquired ( 13,096 ) ( 16,411 )

Proceeds from sale of business, net of cash sold 26,729 —

Other investing, net ( 1,574 ) 405

3 unchanged sentences

Proceeds from receivables facility 63,749 46,876

Proceeds (payments) from interest rate swaps 16,322 ( 13,461 )

Repayment of long-term borrowings, including call premiums ( 607,444 ) ( 142,567 )

2 unchanged sentences

Payments on finance leases ( 10,982 ) ( 10,691 )

Payments on interest rate swaps ( 26,953 ) ( 42,189 )

Deferred financing costs ( 233 ) ( 12,358 )

Other financing, net ( 25,803 ) ( 15,840 )

1 unchanged sentence

Cash and cash equivalents and restricted cash and restricted cash equivalents:

Net increase (decrease) during the period 26,507 ( 139,377 )

Net increase (decrease) ( 70,028 ) ( 5,206 )

Beginning balance 373,580 33,277

5 unchanged sentences

Business and Organization

ADT Inc., together with its wholly-owned subsidiaries (collectively, the “Company”), is a leading provider of security, interactive, and smart home solutions serving consumer, small business, and commercial customers in the United States (“U.S.”).

Since the acquisition of Compass Solar Group, LLC (now named ADT Solar LLC) (“ADT Solar”) (the “ADT Solar Acquisition”) in December 2021, the Company also provides residential solar and energy storage solutions.

ADT Inc., together with its wholly-owned subsidiaries (collectively, the “Company”), provides security, interactive, and smart home solutions, in the United States (“U.S.”), to consumer, small business, and commercial customers, as well as residential solar and energy storage solutions.

The Company primarily conducts business under the ADT brand name.

was incorporated in the State of Delaware in May 2015 as a holding company with no assets or liabilities.

In July 2015, the Company acquired Protection One, Inc.

and ASG Intermediate Holding Corp.

(collectively, the “Formation Transactions”), which were instrumental in the commencement of the Company’s operations.

In May 2016, the Company acquired The ADT Security Corporation (formerly named The ADT Corporation) (“The ADT Corporation”) (the “ADT Acquisition”).

The Company is majority-owned by Prime Security Services TopCo (ML), L.P., which is majority-owned by Prime Security Services TopCo Parent, L.P.

4 unchanged sentences

Basis of Presentation

The condensed consolidated financial statements include the consolidated results of ADT Inc.

and its wholly-owned subsidiaries and have been prepared in U.S.

The condensed consolidated financial statements included herein have been prepared in U.S.

dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

In addition, the Company uses the equity method of accounting to account for an investment in which it has the ability to exercise significant influence but does not control.

All intercompany transactions have been eliminated.

The results of companies acquired are included in the condensed consolidated financial statements from the effective date of acquisition.

Certain prior period amounts have been reclassified to conform with the current period presentation.

The condensed consolidated financial statements included herein are unaudited, but in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary to summarize fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented.

The financial statements included herein comprise the consolidated results of ADT Inc.

and its wholly-owned subsidiaries.

The results of companies acquired are included from the effective date of acquisition;

and all intercompany transactions have been eliminated.

The Company uses the equity method of accounting to account for an investment in which it has the ability to exercise significant influence but does not control.

The condensed consolidated financial statements included herein are unaudited, but in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the interim periods presented.

The interim results reported herein should not be taken as indicative of results that may be expected for future interim periods or the full year.

The Condensed Consolidated Balance Sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date but does not include all the footnote disclosures required in the annual consolidated financial statements.

The Condensed Consolidated Balance Sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date.

Certain information and footnote disclosures required in the annual consolidated financial statements have been omitted as appropriate.

For a more comprehensive understanding of the Company and its interim results, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”), which was filed with the U.S.

Securities and Exchange Commission (the “SEC”) on March 1, 2022.

Securities and Exchange Commission (the “SEC”) on February 28, 2023.

Use of Estimates

The preparation of these condensed consolidated financial statements in accordance with GAAP requires the Company to select accounting policies and make estimates that affect amounts reported in the condensed consolidated financial statements and the accompanying notes.

The Company’s estimates are based on the relevant information available at the end of each period.

Actual results could differ materially from these estimates under different assumptions or market conditions.

The Company considered recent impacts from macroeconomic conditions such as inflationary pressures, rising interest rates, the uncertainty and volatility in the financial markets, and supply chain disruptions, as well as any on-going impacts of the COVID-19 Pandemic (as defined below), in the assessment of its financial position, results of operations, and cash flows, as well as certain accounting estimates, as of and for the periods presented.

COVID-19 Pandemic - During March 2020, the World Health Organization declared the outbreak of a novel coronavirus as a pandemic (the “COVID-19 Pandemic”).

As of March 31, 2023, the impact to the Company, as well as its response plan, has not materially changed from that described in the 2022 Annual Report.

The Company has three operating and reportable segments organized based on customer type:

Consumer and Small Business (“CSB”), Commercial, and Solar.

The Company’s segments are based on the manner in which the Company’s Chief Executive Officer, who is the chief operating decision maker (the “CODM”), evaluates performance and makes decisions about how to allocate resources.

The accounting policies of the Company’s reportable segments are the same as those of the Company.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with GAAP requires the Company to select accounting policies and make estimates that affect amounts reported in the condensed consolidated financial statements and the accompanying notes.

The Company’s estimates are based on the relevant information available at the end of each period.

Actual results could differ materially from these estimates under different assumptions or market conditions.

The Company considered recent impacts from macroeconomic conditions such as inflationary pressures, rising interest rates, and supply chain disruptions as well as the on-going impacts of the COVID-19 Pandemic (as defined below) in the assessment of its financial position, results of operations, and cash flows, as well as certain accounting estimates, as of and for the periods presented.

COVID-19 Pandemic - During March 2020, the World Health Organization declared the outbreak of a novel coronavirus as a pandemic (the “COVID-19 Pandemic”).

As of September 30, 2022, the Company’s response plan has not materially changed from that described in the 2021 Annual Report.

Recent Accounting Pronouncements

Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Reference Rate Reform - Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2021-01, Reference Rate Reform (Topic 848) :

Scope, amends ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and clarifies the scope and guidance of Topic 848 to allow derivatives impacted by the reference rate reform to qualify for certain optional expedients and exceptions for contract modifications and hedge accounting.

The guidance is optional and may be applied prospectively to contract modifications made on or before December 31, 2022.

As of September 30, 2022, this guidance had no impact on the condensed consolidated financial statements.

However, the Company will continue to evaluate this guidance.

Recently Issued Accounting Pronouncements

Vintage Disclosures for Financing Receivables - ASU 2022-02, Financial Instruments — Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures , requires reporting entities to disclose current-period gross write-offs by year of origination for financing receivables, among other requirements.

This guidance becomes effective January 1, 2023, and should be applied prospectively.

Early adoption is permitted.

The Company is currently evaluating this guidance.

This disclosure-only guidance became effective January 1, 2023.

The impact to the Company’s condensed consolidated financial statements was not material.

Supplier Finance Program Obligations - ASU 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations, requires that a reporting entity who is a buyer in a supplier finance program disclose qualitative and quantitative information about its supplier finance programs, including a roll-forward of the obligations.

The Company adopted this guidance effective January 1, 2023, except the roll-forward requirement, which becomes effective January 1, 2024 (early adoption is permitted), and should be applied prospectively.

The Company does not currently have any material supplier finance programs.

Recently Issued Accounting Pronouncements

Fair Value of Equity Investments - ASU 2022-03, Fair Value Measurement (Topic 820):

3 unchanged sentences

The Company is currently evaluating this guidance.

Supplier Finance Program Obligations - ASU 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50):

This guidance becomes effective January 1, 2023, and should be applied retrospectively, except for the amendment on roll-forward information, which becomes effective January 1, 2024, and should be applied prospectively.

Early adoption is permitted.

The Company is currently evaluating this guidance.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

Unless otherwise noted, the Company’s accounting policies used in the preparation of these condensed consolidated financial statements as discussed below, or included within the respective footnotes herein, do not materially differ from those disclosed in the 2021 Annual Report.

Significant Accounting Policies

Unless otherwise noted, the Company’s accounting policies discussed below, or included within the respective footnotes herein, do not materially differ from those disclosed in the 2022 Annual Report.

Cash and Cash Equivalents and Restricted Cash and Restricted Cash Equivalents

Cash and cash equivalents that are restricted for a specific purpose and cannot be presented within the general cash and cash equivalents account are included in restricted cash and restricted cash equivalents, which is reflected in prepaid expenses and other current assets.

The following table reconciles the amounts below reported in the Condensed Consolidated Balance Sheets to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows:

(in thousands) September 30, 2022 December 31, 2021

(in thousands) March 31, 2023 December 31, 2022

Cash and cash equivalents $ 186,316 $ 257,223

Restricted cash and restricted cash equivalents (1)

117,236 116,357

Ending balance $ 303,552 $ 373,580

Subscriber System Assets and Deferred Subscriber Acquisition Costs

Subscriber system assets represent capitalized equipment and installation costs incurred in connection with transactions in which the Company retains ownership of the security system.

Upon termination of the contract with the customer, the Company may retrieve such assets.

________________

(1) Primarily includes amounts received during 2022 from State Farm Fire & Casualty Company (“State Farm”), inclusive of accrued interest, in connection with the State Farm Development Agreement (as defined and discussed in Note 15 “Related Party Transactions”).

Subscriber System Assets, net and Deferred Subscriber Acquisition Costs, net

Subscriber system assets represent capitalized equipment and installation costs incurred in connection with transactions in which the Company retains ownership of the security system, which the Company may retrieve upon termination of the contract with the customer.

Deferred subscriber acquisition costs represent selling expenses (primarily commissions) that are incremental to acquiring customers.

The Company records subscriber system assets and deferred subscriber acquisition costs in the Condensed Consolidated Balance Sheets as these assets embody a probable future economic benefit for the Company through the generation of future monitoring and related services revenue.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Subscriber system assets and any related deferred subscriber acquisition costs are accounted for on a pooled basis based on the month and year of customer acquisition.

The Company depreciates and amortizes these pooled costs using an accelerated method over the estimated life of the customer relationship, which is 15 years.

(in thousands) September 30, 2022 December 31, 2021

(in thousands) March 31, 2023 December 31, 2022

Gross carrying amount $ 6,353,853 $ 6,205,762

2 unchanged sentences

Depreciation of subscriber system assets and amortization of deferred subscriber acquisition costs are reflected in depreciation and intangible asset amortization and selling, general, and administrative expenses, respectively, as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2023 2022

2 unchanged sentences

$ 46,684 $ 36,939

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accrued Expenses and Other Current Liabilities

(in thousands) September 30, 2022 December 31, 2021

(in thousands) March 31, 2023 December 31, 2022

Accrued interest $ 103,508 $ 156,495

Payroll-related accruals 151,392 208,111

Operating lease liabilities 31,022 37,359

Fair value of interest rate swaps (1)

Fair value of other financial instruments (2)

Opportunity Fund (see Note 15 “Related Party Transactions”) 99,775 100,802

Operating lease liabilities (see Note 14 "Leases") 26,964 28,696

Other accrued liabilities 359,471 405,676

Accrued expenses and other current liabilities $ 741,110 $ 899,780

________________

(1) Refer to Note 8 “Derivative Financial Instruments” for presentation of the aggregate fair value of interest rate swaps.

(2) Represents a contingent forward purchase contract (the “Forward Contract”) (as defined and discussed in Note 10 “Equity”).

Radio Conversion Program

The Company commenced a program in 2019 to replace the 3G and Code-Division Multiple Access (“CDMA”) cellular equipment used in many of its security systems to prepare for the retirement of the 3G and CDMA networks during 2022.

From inception of this program through September 30, 2022, the Company incurred $ 295 million of radio conversion costs, net of related incremental radio conversion revenue.

Radio conversion costs and radio conversion revenue are reflected in selling, general, and administrative expenses and monitoring and related services revenue, respectively, as follows:

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2022 2021 2022 2021

Radio conversion costs $ 3,082 $ 61,648 $ 29,457 $ 202,075

Radio conversion revenue

$ 7,160 $ 9,353 $ 23,051 $ 30,416

Fair Value of Financial Instruments

The Company’s financial instruments primarily consist of cash and cash equivalents, restricted cash and restricted cash equivalents, accounts receivable, retail installment contract receivables, accounts payable, debt, and derivative and other financial instruments.

Due to their short-term and/or liquid nature, the fair values of cash, restricted cash, accounts receivable, and accounts payable approximate their respective carrying amounts.

Cash Equivalents - All highly liquid investments with original maturities of three months or less from the time of purchase are considered to be cash equivalents.

Included in cash and cash equivalents as applicable from time to time are investments in money market mutual funds.

These investments are classified as Level 1 fair value measurements, which represent unadjusted quoted prices in active markets for identical assets or liabilities.

Investments in money market mutual funds were not material as of September 30, 2022, or December 31, 2021.

Cash Equivalents - Included in cash and cash equivalents and restricted cash and restricted cash equivalents, as applicable from time to time, are investments in money market mutual funds.

These investments are generally classified as Level 1 fair value measurements, which represent unadjusted quoted prices in active markets for identical assets or liabilities.

Investments in money market mutual funds were $ 122 million and $ 145 million as of March 31, 2023 and December 31, 2022, respectively.

Long-Term Debt Instruments - The fair values of the Company’s long-term debt instruments are determined using broker-quoted market prices, which represent quoted prices for similar assets or liabilities as well as other observable market data, and are classified as Level 2 fair value measurements.

The carrying amounts of debt outstanding, if any, under the Company’s first lien revolving credit facility (the “First Lien Revolving Credit Facility”) and its uncommitted receivables securitization financing agreement (the “Receivables Facility”) approximate their fair values as interest rates on these borrowings approximate current market rates.

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

(in thousands) Carrying

Value Carrying

Long-term debt instruments, excluding finance lease obligations, subject to fair value disclosures $ 9,707,310 $ 9,043,489 $ 9,599,610 $ 10,043,877

Long-term debt instruments subject to fair value disclosures (1)

$ 9,748,108 $ 9,521,276 $ 9,733,700 $ 9,312,932

________________

(1) Excludes finance leases.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Derivative Financial Instruments - Derivative financial instruments are reported at fair value as either assets or liabilities.

These fair values are primarily calculated using discounted cash flow models utilizing observable inputs, such as quoted forward interest rates, and incorporate credit risk adjustments to reflect the risk of default by the counterparty or the Company.

Derivative Financial Instruments - Derivative financial instruments are reported at fair value as either assets or liabilities that are primarily calculated using discounted cash flow models utilizing observable inputs, such as quoted forward interest rates, and incorporate credit risk adjustments to reflect the risk of default by the counterparty or the Company.

The resulting fair values are classified as Level 2 fair value measurements.

Refer to Note 8 “Derivative Financial Instruments” for the fair values of the Company’s derivative financial instruments.

Forward Contract - The Forward Contract is reported at fair value within accrued and other current liabilities as disclosed above.

The fair value was calculated using a discounted cash flow analysis as the difference between the present value of the cash consideration to be paid and the value of the Common Stock to be tendered as of the measurement dates.

The resulting fair value is classified as Level 2 fair value measurements.

During the three and nine months ended September 30, 2022, changes in fair value of $ 158 million are included in other income (expense).

Refer to Note 10 “Equity” for additional information.

Retail Installment Contract Receivables - The fair values of the Company’s retail installment contract receivables are determined using a discounted cash flow model and are classified as Level 3 fair value measurements.

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

(in thousands) Carrying

2 unchanged sentences

REVENUE AND RECEIVABLES

The Company allocates the transaction price to each performance obligation based on relative standalone selling price, which is determined using observable internal and external pricing, profitability, and operational metrics.

Disaggregated Revenue

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2023 2022

Monitoring and related services $ 1,028,634 $ 993,028

Installation, product, and other 88,829 59,790 235,437 204,561

Security installation, product, and other 103,842 69,561

Total CSB 1,132,476 1,062,589

Monitoring and related services 144,684 128,268

Installation, product, and other 176,468 158,823 501,513 476,887

Security installation, product, and other 190,359 161,909

Total Commercial 335,043 290,177

Installation, product, and other 179,153 — 586,189 —

Solar installation, product, and other 144,835 191,981

Total Solar 144,835 191,981

Total revenue $ 1,612,354 $ 1,544,747

Revenue is recognized in the Condensed Consolidated Statements of Operations net of sales and other taxes.

Amounts collected from customers for sales and other taxes are reported as a liability net of the related amounts remitted.

When customers terminate a contract early, contract termination charges are assessed in accordance with the contract terms and are recognized in monitoring and related services revenue when collectability is probable.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company-Owned - In transactions in which the Company provides monitoring and related services but retains ownership of the security system (referred to as Company-owned transactions), the Company’s performance obligations primarily include (i) monitoring and related services and (ii) a material right associated with the one-time non-refundable fees in connection with the initiation of a monitoring contract which the customer will not be required to pay again upon a renewal of the contract (referred to as deferred subscriber acquisition revenue).

Since March 2021, substantially all new CSB transactions have taken place under a Company-owned model.

The portion of the transaction price associated with monitoring and related services is recognized when these services are provided to the customer and is reflected in monitoring and related services revenue.

The portion of the transaction price associated with the material right is deferred upon initiation of a monitoring contract and reflected as deferred subscriber acquisition revenue in the Condensed Consolidated Balance Sheets.

Deferred subscriber acquisition revenue is amortized on a pooled basis over the estimated life of the customer relationship using an accelerated method consistent with the treatment of subscriber system assets and deferred subscriber acquisition costs and is reflected in installation, product, and other revenue.

Three Months Ended September 30, Nine Months Ended September 30,

Company-Owned - In transactions in which the Company provides monitoring and related services but retains ownership of the security system (referred to as Company-owned transactions), the Company’s performance obligations primarily include (i) monitoring and related services, which are recognized when these services are provided to the customer, and (ii) a material right associated with the one-time non-refundable fees in connection with the initiation of a monitoring contract which the customer will not be required to pay again upon a renewal of the contract (referred to as deferred subscriber acquisition revenue).

Three Months Ended March 31,

( in thousands )

2022 2021 2022 2021

Amortization of deferred subscriber acquisition revenue $ 72,022 $ 53,423

Customer-Owned - In transactions involving security systems sold outright to the customer (referred to as outright sales), the Company’s performance obligations generally include the sale and installation of the system and any monitoring and related services.

The portion of the transaction price associated with the sale and installation of a system is recognized either at a point in time or over time based upon the nature of the transaction and contractual terms and is reflected in installation, product, and other revenue.

For revenue recognized over time, progress toward complete satisfaction of the performance obligation is primarily measured using a cost-to-cost measure of progress method.

The cost input driving revenue recognition for these contracts is based primarily on contract cost incurred to date compared to total estimated contract cost.

This measure of progress method includes forecasts based on the best information available and reflects the Company’s judgment to faithfully depict the value of the services transferred to the customer.

Approximately half of installation, product, and other revenue generated by the Commercial segment is recognized over time.

The portion of the transaction price associated with monitoring and related services revenue is recognized when services are provided to the customer.

Solar - In transactions within the Solar business, the Company’s performance obligations generally include the sale and installation of a solar system, and may also include additional performance obligations such as roofing services or the sale and installation of additional products such as batteries.

Revenue is recognized when control over the products and services are transferred to the customer and is reflected in installation, product, and other revenue.

The Company also enters into agreements with third-party lenders in order to access loan products for the Company’s Solar customers.

These lenders remit the amount of such loans, net of fees, upon installation or based on other contractual terms with the third-party lenders.

These fees are recorded as a reduction of installation, product, and other revenue and were approximately $ 29 million and $ 107 million during the three and nine months ended September 30, 2022, respectively.

In the second quarter of 2022, one of the Company’s third-party lenders that provided loan products for the Company’s Solar customers entered a formal insolvency proceeding to effectuate the wind-down of its operations.

During the nine months ended September 30, 2022, charges to the provision for credit losses and revenue associated with the estimated amount of receivables and rebates that are not expected to be collected from this lender were $ 11 million.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Product and System Sales

Revenue from product and system sales is included in installation, product, and other revenue.

Cost of revenue from product and system sales is exclusive of depreciation and amortization.

Three Months Ended September 30, Nine Months Ended September 30,

( in thousands )

2022 2021 2022 2021

Revenue from product and system sales $ 291,367 $ 171,030 $ 891,129 $ 551,652

Cost of revenue from product and system sales $ 225,575 $ 145,397 $ 666,869 $ 452,852

Deferred Revenue

Deferred revenue represents customer billings for services not yet rendered and is primarily related to recurring monitoring and related services.

In addition, payments received for the sale and installation of a system after the agreement is signed but before performance obligations are satisfied are recorded as deferred revenue.

These amounts are recorded as current deferred revenue in the Condensed Consolidated Balance Sheets as the Company expects to satisfy any remaining performance obligations, as well as recognize the related revenue, within the next twelve months when performance obligations are satisfied.

Accordingly, the Company has applied the practical expedient regarding deferred revenue to exclude the value of remaining performance obligations if (i) the contract has an original expected term of one year or less or (ii) the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed.

Accounts Receivable

Accounts receivable represent unconditional rights to consideration from customers in the ordinary course of business and are generally due in one year or less.

The Company’s accounts receivable are recorded at amortized cost less an allowance for credit losses not expected to be recovered.

The allowance for credit losses is recognized at inception and reassessed each reporting period.

Approximately half of security installation, product, and other revenue generated by the Commercial segment is recognized over time primarily using a cost-to-cost measure of progress method.

Solar - The Company enters into agreements with third-party lenders in order to access loan products for the Company’s Solar customers.

Fees incurred under these agreements are recorded as a reduction of solar installation, product, and other revenue and were approximately $ 19 million and $ 38 million during the three months ended March 31, 2023 and 2022, respectively.

During the three months ended March 31, 2023 and 2022, revenue from the sale of solar equipment was approximately $ 75 million and $ 126 million, respectively, and cost of revenue was approximately $ 52 million and $ 82 million, respectively.

Allowance for Credit Losses

The Company evaluates its allowance for credit losses on accounts receivable in pools based on customer type.

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The allowance for credit losses is not material for the individual pools of customers.

Changes in the Allowance for Credit Losses:

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2023 2022

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As such, the Company presented write-offs, net of recoveries.

Retail Installment Contract Receivables

The Company’s retail installment contract option for security system transactions occurring under both Company-owned and customer-owned equipment models allows qualifying residential customers to pay the fees due at installation over a 24-, 36-, or 60-month interest-free period.

The financing component of retail installment contract receivables is not significant.

The Company’s retail installment contract receivables are recorded at amortized cost less an allowance for credit losses not expected to be recovered.

The allowance for credit losses is recognized at inception and reassessed each reporting period.

The allowance for credit losses relates to retail installment contract receivables from outright sales transactions and is not material.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Retail Installment Contract Receivables, net

For security system transactions occurring under both Company-owned and customer-owned equipment models, the Company’s retail installment contract option allows qualifying residential customers to pay the fees due at installation over a 24-, 36-, or 60-month interest-free period, and there is no significant financing component.

Upon origination of a retail installment contract, the Company utilizes external credit scores to assess customer credit quality and determine eligibility.

In addition, customers are required to enroll in the Company’s automated payment process in order to enter into a retail installment contract.

Subsequent to origination, the Company monitors the delinquency status of retail installment contract receivables as the key credit quality indicator.

As of September 30, 2022, the current and delinquent billed retail installment contract receivables were not material.

The balance of unbilled retail installment contract receivables comprises:

(in thousands) September 30, 2022 December 31, 2021

(in thousands) March 31, 2023 December 31, 2022

Retail installment contract receivables, gross $ 576,759 $ 532,406

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Retail installment contract receivables, net $ 575,764 $ 531,516

As of September 30, 2022 and December 31, 2021, retail installment contract receivables, net, used as collateral for borrowings under the Receivables Facility were $ 462 million and $ 299 million, respectively.

The allowance for credit losses relates to retail installment contract receivables from outright sales transactions.

As of March 31, 2023, the current and delinquent billed retail installment contract receivables were not material.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2023 and December 31, 2022, retail installment contract receivables, net, used as collateral for borrowings under the Receivables Facility were $ 538 million and $ 506 million, respectively.

Refer to Note 7 “Debt” for further discussion regarding the Receivables Facility.

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Contract assets represent the Company’s right to consideration in exchange for goods or services transferred to the customer.

The contract asset is reclassified to accounts receivable when the Company’s right to the consideration becomes unconditional as additional services are performed and billed.

The Company has the right to bill customers as services are provided over time, which generally occurs over the course of a 24-, 36-, or 60-month period.

The contract asset is reclassified to accounts receivable when the Company’s right to the consideration becomes unconditional, which generally occurs over the course of a 24-, 36-, or 60-month period as additional services are performed and billed.

The financing component of contract assets is not significant.

The Company records an allowance for credit losses against its contract assets for amounts not expected to be recovered.

The allowance is recognized at inception and is reassessed each reporting period.

The allowance for credit losses on contract assets was not material for the periods presented.

During the three and nine months ended September 30, 2022 and 2021, contract assets recognized were not material.

During the three months ended March 31, 2023 and 2022, contract assets recognized were not material.

The balance of contract assets for residential transactions comprises:

(in thousands) September 30, 2022 December 31, 2021

(in thousands) March 31, 2023 December 31, 2022

Contract assets, gross $ 46,002 $ 54,305

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Contract assets, net $ 41,008 $ 48,852

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEGMENT INFORMATION

As discussed in Note 1 “Description of Business and Summary of Significant Accounting Policies,” the Company reports results in three operating and reportable segments based on the manner in which the CODM evaluates performance and makes decisions about how to allocate resources.

As discussed in Note 1 “Description of Business and Summary of Significant Accounting Policies,” the Company reports results in three operating and reportable segments:

CSB, Commercial, and Solar.

The Company’s segments are based on the manner in which the Company’s Chief Executive Officer, who is the chief operating decision maker (the “CODM”) evaluates performance and makes decisions about how to allocate resources.

There have been no changes to the Company’s segments from that disclosed in the 2022 Annual Report.

The Company organizes its segments based on customer type as follows:

• CSB - The CSB segment primarily includes (i) revenue and operating costs from the sale, installation, servicing, and monitoring of integrated security and automation systems, as well as other related offerings;

(ii) other operating costs associated with support functions related to these operations;

and (iii) general corporate costs and other income and expense items not included in the Commercial and Solar segments.

Customers in the CSB segment are comprised of residential homeowners, small business operators, and other individual consumers.

• Commercial - The Commercial segment primarily includes (i) revenue and operating costs from the sale, installation, servicing, and monitoring of integrated security and automation systems, fire detection and suppression systems, and other related offerings;

(ii) other operating costs associated with support functions related to these operations;

and (iii) certain dedicated corporate costs and other income and expense items.

Customers in the Commercial segment are comprised of larger businesses with more expansive facilities (typically larger than 10,000 square feet) and/or multi-site operations, which often require more sophisticated integrated solutions.

• Solar - The Solar segment primarily includes (i) revenue and operating costs from the design and installation of solar and related solutions and services;

(ii) other operating costs associated with support functions related to these operations;

and (iii) certain dedicated corporate costs and other income and expense items.

Customers in the Solar segment are comprised of residential homeowners who purchase solar and energy storage solutions, energy efficiency upgrades, and roofing services.

• CSB - Customers in the CSB segment are comprised of owners and renters of residential properties, small business operators, and other individual consumers.

The CSB segment primarily includes the sale, installation, servicing, and monitoring of integrated security and automation systems, as well as other related offerings.

• Commercial - Customers in the Commercial segment are comprised of larger businesses with more expansive facilities (typically larger than 10,000 square feet) and multi-site operations, which often require more sophisticated integrated solutions.

The Commercial segment primarily includes the sale, installation, servicing, and monitoring of integrated security and automation systems, fire detection and suppression systems, and other related offerings.

• Solar - Customers in the Solar segment are comprised of residential homeowners.

The Solar segment primarily includes the sale and installation of solar systems, energy storage solutions, roofing services, and other related solutions and services.

Each of the Company’s segments includes revenue and operating costs related to the activities noted above, other operating costs associated with support functions related to these operations, and certain dedicated corporate costs and other income and expense items.

The CSB segment includes general corporate costs and other income and expense items not included in the Commercial and Solar segments.

The CODM uses Adjusted EBITDA, which is the Company’s segment profit measure, to evaluate segment performance.

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(v) share-based compensation expense;

(vi) merger, restructuring, integration, and other;

(vi) merger, restructuring, integration, and other items;

(vii) losses on extinguishment of debt;

(viii) radio conversion costs, net;

and (ix) other income/gain or expense/loss items such as changes in fair value of certain financial instruments, impairment charges, financing and consent fees, or acquisition-related adjustments.

(viii) radio conversion

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(ix) adjustments related to acquisitions, such as contingent consideration and purchase accounting adjustments, or dispositions;

(x) impairment charges;

and (xi) other income/gain or expense/loss items such as changes in fair value of certain financial instruments or financing and consent fees.

The CODM does not review the Company's assets by segment;

therefore, such information is not presented.

Reconciliations

The following table presents total revenue by segment and a reconciliation to consolidated total revenue:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2023 2022

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Total Revenue $ 1,612,354 $ 1,544,747

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents Adjusted EBITDA by segment and a reconciliation to consolidated income (loss) before income taxes and equity in net earnings (losses) of equity method investee:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2023 2022

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Goodwill impairment (2)

149,385 — 149,385 —

Loss on extinguishment of debt — 36,957 — 37,113

Change in fair value of financial instruments (2)

157,550 — 157,550 —

Radio conversion costs, net ( 4,078 ) 52,295 6,406 171,659

Acquisition-related adjustments (3)

( 1,226 ) 1,526 36,397 1,049

Equity in net earnings (losses) of equity method investee ( 2,677 ) —

922 ( 1,161 ) ( 6,786 ) ( 1,068 )

Other, net (4)

Income (loss) before income taxes and equity in net earnings (losses) of equity method investee $ ( 130,094 ) $ 71,169

________________

(1) During 2023, includes restructuring costs primarily related to certain facility exits, as well as integration and third-party costs related to the strategic optimization of the Solar business operations following the ADT Solar acquisition.

(2) Represents an impairment charge associated with the Company’s Solar reporting unit.

Refer to Note 6 “Goodwill and Other Intangible Assets.”

(2) Represents the change in fair value of the Forward Contract (as defined and discussed in Note 10 “Equity”).

(3) During 2022, primarily represents the amortization of the customer backlog intangible asset acquired in the ADT Solar Acquisition, which was fully amortized as of March 2022.

(4) During 2022, primarily represents the gain on sale of a business.

ACQUISITIONS AND DISPOSITION

During the nine months ended September 30, 2022, total consideration related to business acquisitions was approximately $ 31 million, including approximately $ 15 million in shares of the Company’s common stock.

This resulted in the recognition of approximately $ 24 million of goodwill.

ADT Solar Acquisition

In December 2021, the Company acquired ADT Solar.

Total consideration was approximately $ 750 million, which consisted of cash paid of $ 142 million, net of cash acquired, and approximately 75.0 million unregistered shares of the Company’s common stock, par value of $ 0.01 per share, with a fair value of $ 569 million (the “Equity Consideration”), including $ 40 million related to approximately 5.3 million shares of the Company’s common stock that were unissued as of the acquisition date (the “Delayed Shares”).

The total fair value of the Equity Consideration was based on the closing stock price of the Company’s common stock on December 8, 2021, the acquisition date, adjusted for the impact of contractual restrictions on the ability for the holders to sell their shares.

(4) During 2022, primarily includes net radio conversion costs.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company issued approximately 2.6 million shares of the Delayed Shares in June 2022 and approximately 1.3 million shares of the Delayed Shares in September 2022.

The remaining Delayed Shares are expected to be issued in December 2022.

There were no material adjustments to the preliminary purchase price allocation during the nine months ended September 30, 2022.

Refer to Note 6 “Goodwill and Other Intangible Assets” for information on an impairment loss recognized during the third quarter of 2022 associated with goodwill acquired in the ADT Solar Acquisition.

During the nine months ended September 30, 2022, proceeds related to disposal activities totaled approximately $ 27 million, resulting in a gain of approximately $ 10 million recognized in selling, general, and administrative expenses.

ACQUISITIONS AND DISPOSITIONS

There were no acquisitions or dispositions during the periods presented.

EQUITY METHOD INVESTMENTS

The Company uses the equity method of accounting to account for an investment in which it has the ability to exercise significant influence but does not control.

The carrying amount of the investment is reflected in other assets.

The Company recognizes its proportionate share of the investee’s net income or loss in equity in net earnings (losses) of equity method investee.

The Company evaluates an equity method investment whenever events or changes in circumstances indicate the carrying amounts of such investments may be impaired.

If a decline in the value of an equity method investment is determined to be other than temporary, the Company records a loss in earnings in the current period.

Canopy Investment

In April 2022, the Company closed on its previously announced transaction with Ford Motor Company (“Ford”) to form a new entity, SNTNL LLC (“Canopy”), which combines ADT’s professional security monitoring and Ford’s AI-driven video camera technology to help customers strengthen security of new and existing vehicles across automotive brands.

ADT and Ford expect to invest approximately $ 100 million collectively during the three years following the closing of the transaction, of which ADT will contribute 40 %.

As part of the initial funding at closing, the Company contributed cash of approximately $ 11 million (the “Initial Contribution”).

As of September 30, 2022, Canopy did not have any common stock equivalents or dilutive securities that would, if converted, exercised, or issued, significantly change the Company’s proportionate share of Canopy’s net assets or net income or loss.

Variable Interest Entity (“VIE”)

Canopy meets the definition of a VIE because the Company holds a variable interest through its 40 % investment in Canopy’s preferred class of equity (the “Canopy Investment”) and fees received under the Canopy Commercial Agreements described below.

In April 2022, the Company and Ford Motor Company (“Ford”) formed the entity, SNTNL LLC (“Canopy”).

Canopy meets the definition of a variable interest entity (“VIE”) because the Company holds a variable interest through its 40 % investment in Canopy’s preferred class of equity (the “Canopy Investment”) and fees received under various commercial agreements between the Company and Canopy.

The Company is not the primary beneficiary, and therefore, does not consolidate Canopy’s assets, liabilities, and financial results of operations.

As a result, the Company accounts for its investment in Canopy under the equity method of accounting.

The Company records its proportionate share of Canopy’s net income or loss on a one-month delay.

As of September 30, 2022, the Canopy Investment’s carrying amount was approximately $ 8 million and is presented in other assets.

The balance reflects the Initial Contribution as well as the Company’s proportionate share of Canopy’s net loss during the period.

As of September 30, 2022, Canopy’s net assets primarily consisted of cash.

Canopy Commercial Agreements

In connection with the Canopy Investment, the Company entered into various commercial agreements (the “Canopy Commercial Agreements”) through which it will be performing various services on behalf of Canopy, including supply chain support, product engineering support, and monitoring services for Canopy customers.

The Company and Canopy are also parties to a trade name licensing agreement.

The impact to the condensed consolidated financial statements from the Canopy Commercial Agreements was not material for the periods presented.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The impact to the Company’s condensed consolidated financial statements as a result of the Canopy Investment or the commercial agreements was not material during the periods presented.

As of March 31, 2023 and December 31, 2022, the Canopy Investment’s carrying amount was approximately $ 10 million and $ 7 million, respectively, and is presented in other assets.

The balance primarily reflects the initial contribution, plus an additional investment of approximately $ 5 million during the first quarter of 2023, as well as the Company’s proportionate share of Canopy’s cumulative net earnings or losses.

GOODWILL AND OTHER INTANGIBLE ASSETS

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Acquisitions (1)

16,863 6,816 16,110 39,789

Impairment — — ( 192,700 ) ( 192,700 )

— — ( 149,385 ) ( 149,385 )

Disposition — ( 11,731 ) — ( 11,731 )

Balance as of September 30, 2022 $ 4,932,695 $ 327,930 $ 561,451 $ 5,822,076

Balance as of March 31, 2023 $ 4,919,860 $ 336,589 $ 370,065 $ 5,626,514

________________

(1) Includes the impact of measurement period adjustments.

During the nine months ended September 30, 2022, measurement period adjustments were not material.

(2) The Company had no accumulated goodwill impairment losses as of December 31, 2021.

As of March 31, 2023 and December 31, 2022, the Company had accumulated goodwill impairment losses of $ 342 million and $ 149 million, respectively, associated with the Company’s Solar reporting unit.

Solar Goodwill Impairment

As discussed in the Company’s 2021 Annual Report, the Company acquired ADT Solar in December 2021 and assigned all goodwill to the newly created Solar reporting unit.

During the third quarter of 2022, as a result of ADT Solar’s underperformance of recent operating results in successive quarters relative to expectations, as well as current macroeconomic conditions, including the impact of the Federal Reserve further increasing the risk-free interest rate, the Company performed an interim impairment quantitative assessment on the Solar reporting unit as of September 30, 2022.

Based on the results of the Company’s interim goodwill impairment quantitative analysis, the Company recorded a non-cash goodwill impairment charge of $ 149 million in the Condensed Consolidated Statements of Operations during the third quarter of 2022.

During the first quarter of 2023, the Company concluded that there was a triggering event related to its Solar reporting unit as a result of current macroeconomic conditions, including the impact of rising interest rates and financial market conditions on the Company’s third party lenders and customer demand, as well as ADT Solar’s underperformance of operating results in the first quarter of 2023 relative to expectations.

As a result, the Company performed an interim impairment quantitative assessment on the Solar reporting unit as of March 31, 2023.

Based on the results of the Company’s interim goodwill impairment quantitative analysis, the Company recorded a goodwill impairment charge of $ 193 million during the first quarter of 2023.

The Company estimated the fair value of the Solar reporting unit using the income approach, which included significant assumptions such as forecasted revenue, Adjusted EBITDA margins, and discount rates, as well as other assumptions including operating expenses and cash flows.

In developing these assumptions, the Company relied on various factors including operating results, business plans, economic projections, anticipated future cash flows, and other market data.

Examples of events or circumstances that could reasonably be expected to negatively affect the underlying judgments and factors may include such items as a prolonged downturn in the business environment, changes in economic conditions that significantly differ from the Company’s assumptions in timing or degree, volatility in equity and debt markets resulting in higher discount rates, and unexpected regulatory changes.

There are inherent uncertainties related to these judgments and factors that may ultimately impact the estimated fair value determinations.

As the carrying value of the Solar reporting unit approximates its fair value following the impairment charge, the Solar reporting unit is considered at risk of future impairment.

If the Company’s assumptions are not realized, or if there are future changes in any of the assumptions due to a change in economic conditions or otherwise, it is possible that a further impairment charge may need to be recorded in the future.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

unexpected regulatory changes.

There are inherent uncertainties related to these judgments and factors that may ultimately impact the estimated fair value determinations.

As the carrying value of the Solar reporting unit approximates its fair value following the impairment charge, the Solar reporting unit continues to be considered at risk of future impairment.

The Company did not identify any triggering events associated with its other reporting units.

Other Intangible Assets

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

(in thousands) Gross Carrying

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Balance as of December 31, 2022 $ 2,758,922

Acquisition of customer relationships 3,000

Customer contract additions, net of dealer charge-backs (1)

Amortization ( 160,985 )

Other ( 1,637 )

Balance as of September 30, 2022 $ 2,829,916

Balance as of March 31, 2023 $ 2,709,654

________________

(1) The weighted-average amortization period for customer contract additions was 14 years.

During the nine months ended September 30, 2022, the Company paid $ 500 million related to customer contract additions under the Company’s authorized dealer program and from other third parties, which is included in dealer generated customer accounts and bulk account purchases on the Condensed Consolidated Statements of Cash Flows.

Contracts and related customer relationships includes customer accounts purchased from certain other third parties during the nine months ended September 30, 2022 for an aggregate contractual purchase price of $ 101 million, subject to reduction based on customer retention.

The Company paid initial cash in the aggregate amount of $ 78 million at the closings, which is included in the payments for dealer generated customer accounts and bulk account purchases described above.

Additionally, the Company retired certain customer relationship intangible assets acquired in the ADT Acquisition that became fully amortized during the nine months ended September 30, 2022.

Aggregate Amortization Expense:

Three Months Ended September 30, Nine Months Ended September 30,

(1) The weighted-average amortization period for customer contract additions was approximately 15 years.

Payments for customer contract additions under the Company’s authorized dealer program and from other third parties are reflected as dealer generated customer accounts and bulk account purchases on the Condensed Consolidated Statements of Cash Flows.

Additionally, the Company retired approximately $ 1.7 billion of customer relationship intangible assets that were acquired as part of the 2016 acquisition of The ADT Security Corporation (formerly named The ADT Corporation) (“The ADT Corporation”) (the “ADT Acquisition”) that became fully amortized during the first quarter of 2023.

Definite-Lived Intangible Asset Amortization Expense

Three Months Ended March 31,

(in thousands) 2023 2022

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Description Issued Maturity Interest Rate (1)

Interest Payable September 30, 2022 December 31, 2021

Interest Payable March 31, 2023 December 31, 2022

First Lien Term Loan due 2026 9/23/2019 9/23/2026 Adj.

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Quarterly $ 2,723,322 $ 2,730,269

First Lien Revolving Credit Facility 3/16/2018 6/23/2026 Adj.

LIBOR + 2.75 %

Term Loan A Facility 3/14/2023 3/14/2028 Term SOFR + 2.25 %

Quarterly 600,000 —

Second Lien Notes due 2028 1/28/2020 1/15/2028 6.250 % 1/15 and 7/15 1,300,000 1,300,000

First Lien Notes due 2024 4/4/2019 4/15/2024 5.250 % 2/15 and 8/15 750,000 750,000

5 unchanged sentences

ADT Notes due 2042 7/5/2012 7/15/2042 4.875 % 1/15 and 7/15 21,896 21,896

Receivables Facility 3/5/2020 8/20/2027 Adj.

Daily SOFR + 0.85 %

Second Lien Notes due 2028 1/28/2020 1/15/2028 6.250 % 1/15 and 7/15 1,300,000 1,300,000

Receivables Facility 3/5/2020 2/20/2028 COF + 0.85 %

Monthly 374,108 354,741

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_________________

(1) Interest rate as of March 31, 2023 .

LIBOR refers to the London Interbank Offered Rate.

SOFR refers to the Secured Overnight Financing Rate.

COF refers to Cost of Funds.

(2) Other debt primarily consists of vehicle loans at various interest rates and maturities.

(3) Refer to Note 14 “Leases” for additional information regarding the Company’s finance leases.

Significant changes in the Company’s debt during the nine months ended September 30, 2022 were as follows:

Significant changes in the Company’s debt during the three months ended March 31, 2023 were as follows:

First Lien Credit Agreement

The Company’s first lien credit agreement, dated as of July 1, 2015 (together with subsequent amendments and restatements, the “First Lien Credit Agreement”), contains a first lien term loan facility (the “First Lien Term Loan due 2026”) and the First Lien Revolving Credit Facility.

During the nine months ended September 30, 2022, the Company borrowed $ 480 million and repaid $ 505 million under its First Lien Revolving Credit Facility.

As of September 30, 2022, the Company had $ 575 million in available borrowing capacity under the First Lien Revolving Credit Facility.

During the three months ended March 31, 2023, there were no borrowings under the First Lien Revolving Credit Facility;

and as of March 31, 2023, the Company had $ 575 million in available borrowing capacity.

During the three months ended March 31, 2022, the Company borrowed $ 280 million and repaid $ 135 million under its First Lien Revolving Credit Facility.

AND SUBSIDIARIES

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Term Loan A Facility

In September 2022, Prime Security Services Borrower, LLC (“Prime Borrower”), a Delaware limited liability company and a wholly owned indirect subsidiary of the Company, as borrower, and The ADT Corporation, a Delaware corporation and a wholly owned direct subsidiary of Prime Borrower (together with Prime Borrower, the “Term Loan A Facility Borrowers”), entered into a debt commitment letter (the “Commitment Letter”) with various lenders, pursuant to which the lenders have committed, at the option of the Term Loan A Facility Borrowers (in their sole discretion) and subject to the satisfaction or waiver of customary conditions, to provide the Term Loan A Facility Borrowers up to an aggregate principal amount of $ 600 million of term loans under a senior secured term loan A facility (the “Term Loan A Facility”) under a term loan credit agreement (the “Term Loan A Credit Agreement”) on or before March 15, 2023 (the “Commitment Termination Date”).

On or before the Commitment Termination Date, the Term Loan A Facility Borrowers may, but are not required to, execute the Term Loan A Credit Agreement and incur indebtedness under the Term Loan A Facility (the “Execution Date”).

Additionally, at the option of the Term Loan A Facility Borrowers, the commitments set forth in the Commitment Letter may be terminated at any time prior to the Commitment Termination Date.

The proceeds of any borrowings under the Term Loan A Facility are required to be used to redeem a portion of the 4.125 % senior notes due June 15, 2023 issued by the ADT Corporation (the “ADT Notes due 2023”).

The Term Loan A Facility will have a maturity date of five years from the Execution Date and will be subject to a springing maturity of 91 days prior to the maturity date of certain long-term indebtedness of Prime Borrower and its subsidiaries if, on such date, the aggregate principal amount of such indebtedness equals or exceeds $ 100 million.

The Term Loan A Facility will require scheduled quarterly principal payments in annual amounts equal to 5.00 % of the original principal amount of the Term Loan A Facility, with the balance payable at maturity.

The Term Loan A Facility Borrowers may make voluntary prepayments on the Term Loan A Facility at any time prior to maturity at par.

Borrowings under the Term Loan A Facility, if any, will bear interest at a rate equal to, at Prime Borrower’s option, either (a) a term SOFR rate plus an adjustment of 0.10 % (“Adjusted SOFR”) or (b) a base rate (“Base Rate”) determined by reference to the highest of (i) the federal funds rate plus 0.50 % per annum, (ii) the prime rate published by The Wall Street Journal, and (iii) the one-month Adjusted SOFR plus 1.00 % per annum , in each case, plus an applicable margin of 2.50 % per annum for Adjusted SOFR loans and 1.50 % per annum for Base Rate loans, subject to adjustments based on certain specified net first lien leverage ratios.

Indebtedness incurred under the Term Loan A Facility will be guaranteed, jointly and severally, on a senior secured first-priority basis, by substantially all of Prime Borrower’s wholly owned material domestic subsidiaries, and by Prime Borrower’s direct parent, on a limited recourse basis, and will be secured by a pledge of Prime Borrower’s capital stock directly held by its direct parent and by first-priority security interests in substantially all of the assets of Prime Borrower and the subsidiary guarantors, in each case subject to certain permitted liens and exceptions.

The Term Loan A Facility will be subject to customary mandatory prepayment provisions, covenants and restrictions, including a financial maintenance covenant requiring the Term Loan A Facility Borrowers to comply as of the last day of each fiscal quarter with a specified maximum consolidated net first lien leverage ratio.

As of September 30, 2022, the Company has not incurred indebtedness under the Term Loan A Facility.

Fees associated with the Term Loan A Facility were not material during the three and nine months ended September 30, 2022.

ADT Notes due 2023

As of September 30, 2022, the Company had an outstanding balance of $ 700 million under its ADT Notes due 2023 that was classified as a current liability, net of any unamortized debt discount.

The Company is required to use borrowings under the Term Loan A Facility to redeem a portion of the ADT Notes due 2023 and pay related fees and expenses incurred in connection with the transaction.

Receivables Facility

Under the Receivables Facility, the Company obtains financing by selling or contributing certain retail installment contract receivables to the Company’s wholly-owned consolidated bankruptcy-remote special purpose entity (“SPE”), which then grants a security interest in those retail installment contract receivables as collateral for cash borrowings.

On March 14, 2023, Prime Security Services Holdings, LLC (“Holdings”), a Delaware limited liability company and a wholly owned direct subsidiary of the Company, Prime Security Services Borrower, LLC (“Prime Borrower”), a Delaware limited liability company and a wholly owned direct subsidiary of Holdings, and The ADT Corporation, a Delaware corporation and a wholly owned direct subsidiary of Prime Borrower (together with Prime Borrower, the “Term Loan A Borrowers”), entered into a term loan credit agreement (the “Term Loan A Credit Agreement”) with Barclays Bank PLC, as administrative agent, and the lenders party thereto, pursuant to which such lenders have provided the Term Loan A Borrowers with an aggregate principal amount of $ 600 million of term loans (the “Closing Date Term Loan A Loans”) under a senior secured term loan A facility (the “Term Loan A Facility”).

Also on March 14, 2023, Holdings, the Term Loan A Borrowers, the subsidiary loan parties thereto, Barclays Bank PLC, and the lender parties thereto amended the Term Loan A Credit Agreement, pursuant to which the lenders have agreed, at the option of the Term Loan A Borrowers and subject to the satisfaction or waiver of customary conditions, to provide the Term Loan A Borrowers with an aggregate principal amount of $ 50 million of incremental term loans (the “Incremental Term Loan A”) under the Term Loan A Facility on or before the scheduled maturity date of the Company’s 4.125 % senior notes due June 15, 2023 (the “ADT Notes due 2023”).

The Incremental Term Loan A will have the same terms as, and constitute one class with, the Closing Date Term Loan A Loans.

Amounts borrowed under the Incremental Term Loan A are expected to be borrowed on or around the stated maturity date of the ADT Notes due 2023 and the proceeds from the Incremental Term Loan A will be used to complete the redemption of at least $ 50 million of the ADT Notes due 2023 at maturity.

The Term Loan A Facility has a maturity date of March 14, 2028, subject to a springing maturity of 91 days prior to the maturity date of certain long-term indebtedness of Prime Borrower and its subsidiaries if, on such date, the aggregate principal amount of such indebtedness equals or exceeds $ 100 million.

The Term Loan A Facility requires scheduled amortization payments in annual amounts equal to 5.00 % of the original principal amount of the Term Loan A Facility, payable quarterly, with the balance payable at maturity.

The Term Loan A Borrowers may make voluntary prepayments under the Term Loan A Facility at any time prior to maturity at par.

Borrowings under the Term Loan A Facility bear interest at a rate equal to, at Prime Borrower’s option, either (a) a term SOFR rate plus an adjustment of 0.10 % (“Term SOFR”) or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50 % per annum, (ii) the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the U.S., and (iii) the one-month adjusted term SOFR plus 1.00 % per annum, in each case, plus an applicable margin of 2.50 % per annum for SOFR loans and 1.50 % per annum for base rate loans, subject to adjustments based on certain specified net first lien leverage ratios.

Prime Borrower has elected the Term SOFR alternative to apply to borrowings under the Term Loan A Facility.

Indebtedness incurred under the Term Loan A Facility is guaranteed, jointly and severally, on a senior secured first-priority basis, by Holdings, on a limited recourse basis, and by substantially all of Prime Borrower’s wholly owned material domestic subsidiaries, and is secured by a pledge of Prime Borrower’s capital stock directly held by Holdings and by first-priority security interests in substantially all of the assets of Prime Borrower and the subsidiary guarantors, in each case subject to certain permitted liens and exceptions.

The Term Loan A Facility is subject to customary mandatory prepayment provisions, covenants, and restrictions, including a financial maintenance covenant requiring the Term Loan A Facility Borrowers to comply as of the last day of each fiscal quarter with a specified maximum consolidated net first lien leverage ratio.

Fees associated with the Term Loan A Facility were not material during the periods presented.

ADT Notes due 2023 Partial Redemption

On March 15, 2023, the Company used the proceeds from the Closing Date Term Loan A Loans to redeem approximately $ 600 million of the ADT Notes due 2023 (the “2023 Notes Partial Redemption”) for a total redemption price of approximately $ 600 million, excluding any accrued and unpaid interest.

Loss on extinguishment of debt was not material.

The Company intends to redeem the remaining balance of the ADT Notes due 2023 in June 2023 prior to maturity using proceeds from the Incremental Term Loan A and cash on hand.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Receivables Facility permits up to $ 400 million of uncommitted financing secured by the Company’s retail installment contract receivables owned by the SPE.

The Company services the transferred retail installment contract receivables and is responsible for ensuring the related collections are remitted to a segregated bank account in the name of the SPE.

On a monthly basis, the segregated account is utilized to make required principal, interest, and other payments due under the Receivables Facility.

The segregated account is considered restricted cash, and any outstanding balance is reflected in prepaid expenses and other current assets.

In May 2022, the Company amended the Receivables Facility to change the benchmark rate from 1-month LIBOR to Daily SOFR.

In addition, the May 2022 amendment extended the scheduled termination date for the uncommitted revolving period from October 2022 to May 2023, and amended certain other terms to increase the advance rate on pledged collateral.

During the nine months ended September 30, 2022, the Company received proceeds of $ 212 million and repaid $ 81 million under the Receivables Facility.

As of September 30, 2022, the Company had an uncommitted available borrowing capacity under the Receivables Facility of $ 70 million.

The Receivables Facility did not have a material impact to the Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2022 and 2021, respectively.

ADT Notes due 2024 Partial Redemption

On March 17, 2023, Prime Borrower and Prime Finance Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company (together with Prime Borrower, the “Issuers”), delivered a Notice of Partial Redemption (the “ADT 2024 Notes Partial Redemption Notice”) to holders of the outstanding 5.250 % First-Priority Senior Secured Notes due 2024 (the “ADT Notes due 2024”).

The ADT 2024 Notes Partial Redemption Notice was issued pursuant to the terms of the Indenture, dated as of April 4, 2019, as amended and supplemented through the date hereof (the “2024 Notes Indenture”), among the Issuers, the guarantors party thereto from time to time and Wells Fargo Bank, National Association, as trustee.

The ADT 2024 Notes Partial Redemption Notice provides for the partial redemption by the Issuers of $ 150 million principal amount of the outstanding ADT Notes due 2024 on May 2, 2023 (the “2024 Notes Redemption Date”) at a redemption price calculated pursuant to the ADT Notes due 2024 Indenture, plus the accrued and unpaid interest.

Subsequent Event - On May 2, 2023, the Company redeemed $ 150 million principal amount of the outstanding ADT Notes due 2024 for a redemption price of $ 150 million, excluding accrued and unpaid interest, using cash on hand.

Receivables Facility

In March 2023, the Company amended the agreement governing the Receivables Facility, pursuant to which, among other things, the borrowing capacity was increased from $ 400 million to $ 500 million and the uncommitted revolving period was extended from May 2023 to March 2024.

As of March 31, 2023, the Company had an uncommitted available borrowing capacity under the Receivables Facility of approximately $ 126 million.

The Receivables Facility did not have a material impact to the Condensed Consolidated Statements of Operations during the periods presented.

Variable Interest Entity

The SPE borrower under the Receivables Facility is a separate legal entity with its own creditors who will be entitled, prior to and upon the liquidation of the SPE, to be satisfied out of the SPE’s assets prior to any assets of the SPE becoming available to the Company (other than the SPE).

Accordingly, the assets of the SPE are not available to pay creditors of the Company (other than the SPE), although collections from the transferred retail installment contract receivables in excess of amounts required to repay amounts then due and payable to the SPE’s creditors may be released to the Company and subsequently used by the Company (including to pay other creditors).

The SPE’s creditors under the Receivables Facility have legal recourse to the transferred retail installment contract receivables owned by the SPE, and to the Company for certain performance and operational obligations relating to the Receivables Facility, but do not have any recourse to the Company (other than the SPE) for the payment of principal and interest on the advances under the Receivables Facility.

The SPE meets the definition of a VIE for which the Company is the primary beneficiary as it has the power to direct the SPE’s activities and the obligation to absorb losses or the right to receive benefits of the SPE.

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DERIVATIVE FINANCIAL INSTRUMENTS

The Company's derivative financial instruments primarily consist of LIBOR-based interest rate swap contracts, which were entered into with the objective of managing exposure to variability in interest rates on the Company's debt.

The Company's derivative financial instruments primarily consist of LIBOR-based and SOFR-based interest rate swap contracts, which were entered into with the objective of managing exposure to variability in interest rates on the Company's debt.

All interest rate swap contracts are reported in the Condensed Consolidated Balance Sheets at fair value.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For interest rate swap contracts that are:

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Unrealized gains and losses are recognized as a component of accumulated other comprehensive income (loss) (“AOCI”) and are reclassified into interest expense, net, in the same period in which the related interest on debt affects earnings.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For interest rate swap contracts that have been de-designated as cash flow hedges and for which forecasted cash flows are:

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Interest Rate Swaps :

In March 2020, the Company de-designated interest rate swap contracts previously designated as cash flow hedges with an aggregate notional amount of $ 3.0 billion.

In April 2022, the Company’s January and February 2019 interest rate swaps with an aggregate notional amount of $ 425 million reached maturity.

The impact related to this was not material.

As of September 30, 2022, t he Company’s interest rate swaps consisted of the following (in thousands) :

As of March 31, 2023, the Company’s interest rate swaps consisted of the following (in thousands) :

Execution Maturity Designation Notional Amount

October 2019 September 2026 Not designated $ 2,800,000

Fair Value of Interest Rate Swaps:

Balance Sheet Classification (in thousands)

September 30, 2022 December 31, 2021

March 2023 March 2028 Not designated $ 100,000

During the three months ended March 31, 2023, the Company entered into floating-to-fixed interest rate swaps with an aggregate notional amount of $ 100 million to partially hedge the Term Loan A Facility.

Subsequent Event - During April 2023, the Company entered into additional floating-to-fixed interest rate swaps with an aggregate notional amount of $ 200 million to partially hedge the Term Loan A Facility.

Classification and Fair Value of Interest Rate Swaps:

(in thousands) March 31, 2023 December 31, 2022

Prepaid expenses and other current assets $ 78,800 $ 78,110

Other assets 72,357 105,405

Accrued expenses and other current liabilities $ — $ 50,360

Other liabilities ( 158 ) —

Fair value of interest rate swaps - net asset (liability) $ 150,999 $ 183,515

Unrealized Gain (Loss) on Interest Rate Swaps:

Three Months Ended September 30, Nine Months Ended September 30,

Statement of Operations Classification (in thousands)

2022 2021 2022 2021

Interest expense, net $ 108,041 $ 23,033 $ 312,603 $ 115,090

Reclassifications out of AOCI:

The following reclassifications out of AOCI relate to previously designated cash flow hedges:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2023 2022

2022 2021 2022 2021

Reclassifications to interest expense $ 5,389 $ 15,581 $ 28,656 $ 46,024

Reclassifications to income tax benefit $ ( 1,301 ) $ ( 3,791 ) $ ( 6,915 ) $ ( 11,197 )

As of September 30, 2022 and December 31, 2021, AOCI, net of tax, related to previously designated cash flow hedges was $ 50 million and $ 71 million, respectively.

As of September 30, 2022, approximately $ 20 million of AOCI associated with previously designated cash flow hedges is estimated to be reclassified to interest expense, net, within the next twelve months.

Gain (loss) included in interest expense, net $ ( 32,516 ) $ 145,289

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Information

During the nine months ended September 30, 2022 and 2021, the Company paid $ 27 million and $ 42 million, respectively, related to settlements on interest rate swap contracts that included an other-than-insignificant financing element at inception.

Cash Flow Hedges Reclassifications out of AOCI:

Three Months Ended March 31,

( in thousands )

Interest expense, net $ 5,449 $ 14,620

Income tax (benefit) expense $ ( 1,314 ) $ ( 3,528 )

As of March 31, 2023 and December 31, 2022, AOCI, net of tax, related to previously designated cash flow hedges was $ 41 million and $ 46 million, respectively.

As of March 31, 2023, approximately $ 19 million of AOCI associated with previously designated cash flow hedges is estimated to be reclassified to interest expense, net, within the next twelve months.

Unrecognized Tax Benefits

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federal, state and local, and foreign jurisdictions.

During the nine months ended September 30, 2022, the Company did not have a material change to its unrecognized tax benefits.

During the three months ended March 31, 2023, the Company did not have a material change to its unrecognized tax benefits.

Based on the current status of its income tax audits, the Company does not believe a significant portion of its unrecognized tax benefits will be resolved in the next twelve months.

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The effective tax rate can vary from period to period due to permanent tax adjustments, discrete items such as the settlement of income tax audits and changes in tax laws, as well as recurring factors such as changes in the overall state tax rate.

The Company’s income tax expense for the three months ended September 30, 2022 was $ 2 million, resulting in an effective tax rate for the period of ( 1.3 )%.

The effective tax rate primarily represents the federal statutory rate of 21.0 % plus a state statutory tax rate, net of federal benefits, of 6.5 %, favorable impacts from research and development (“R&D”) credits and other items, partially offset by an unfavorable impact related to the fair value adjustment of the Forward Contract.

The Company’s income tax benefit for the three months ended September 30, 2021 was $ 36 million, resulting in an effective tax rate for the period of 25.1 %.

The effective tax rate primarily represents the federal statutory rate of 21.0 % and a state statutory tax rate, net of federal benefits, of 3.1 %.

The Company’s income tax expense for the nine months ended September 30, 2022 was $ 59 million, resulting in an effective tax rate for the period of 71.3 %.

The effective tax rate primarily represents the federal statutory rate of 21.0 %, a state statutory tax rate, net of federal benefits, of 5.0 %, unfavorable impacts related to the fair value adjustment of the Forward Contract and other items, partially offset by favorable impacts from R&D credits and other items.

The Company’s income tax benefit for the nine months ended September 30, 2021 was $ 92 million, resulting in an effective tax rate for the period of 24.6 %.

The effective tax rate primarily represents the federal statutory tax rate of 21.0 %, a state statutory tax rate, net of federal benefits, of 2.9 %, and a 0.6 % favorable impact of share-based compensation.

COVID-19 Pandemic

In response to the COVID-19 Pandemic, the American Rescue Plan Act of 2021 and the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) were signed into law in March 2021 and March 2020, respectively, and included significant corporate income tax and payroll tax provisions intended to provide economic relief to address the impact of the COVID-19 Pandemic.

During 2020, the Company recognized favorable cash flow impacts related to the accelerated refund of previously generated alternative minimum tax credits, as well as from the deferral of remittance of certain 2020 payroll taxes, with 50 % of the deferred amount due by the end of 2021, and the remainder due by the end of 2022.

The Company also recognized a benefit from an increase in the interest expense limitation from 30 % to 50 % for tax years 2019 and 2020.

Delayed Effective Dates for Tax Law Changes under the Tax Cuts and Jobs Act

Certain changes to U.S.

federal tax law included in the Tax Cuts and Jobs Act had a delayed effective date and have taken effect for tax years beginning after December 31, 2021.

Under Internal Revenue Code (“IRC”) Section 163(j), the limitation on net business interest expense deductions will no longer be increased by deductions for depreciation, amortization, or depletion.

Under IRC Section 174, specified research and experimentation expenditures must now be capitalized and amortized.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Inflation Reduction Act

The Inflation Reduction Act (the “IRA”) was signed into law in August 2022.

The IRA, among other provisions, implements (i) a 15% corporate alternative minimum tax (“CAMT”) on book income for corporations whose average annual adjusted financial statement income during the most recently-completed three-year period exceeds $1.0 billion, (ii) a 1% excise tax on net stock repurchases, and (iii) several tax incentives to promote clean energy including an extension of the investment tax credit.

Both the CAMT and the excise tax provisions are effective for tax years beginning after December 31, 2022, and as of September 30, 2022, the Company does not anticipate any material impact.

The Company’s income tax benefit for the three months ended March 31, 2023 was $ 43 million, resulting in an effective tax rate for the period of 33.1 %.

The effective tax rate primarily represents the federal statutory rate of 21.0 %, a state statutory tax rate, net of federal benefits, of 8.1 %, and unfavorable impacts related to non-deductible executive compensation, Solar goodwill impairment, and other items, partially offset by favorable impacts from federal tax credits and other items.

The Company’s income tax expense for the three months ended March 31, 2022 was $ 20 million, resulting in an effective tax rate for the period of 27.4 %.

The effective tax rate primarily represents the federal statutory tax rate of 21.0 %, a state statutory tax rate, net of federal benefits, of 6.7 %, as well as a favorable impact of share-based compensation offset by an unfavorable impact of permanent items.

Common Stock and Class B Common Stock

The Company has two classes of common stock, including common stock (“Common Stock”) and Class B common stock (“Class B Common Stock”), both of which entitle stockholders to one vote per share except as described below.

The Company’s Common Stock trades on the New York Stock Exchange under the symbol “ADT” since the Company’s initial public offering in January 2018.

Class B Common Stock was issued in September 2020 to Google LLC (“Google”) in a private placement pursuant to a securities purchase agreement dated July 31, 2020.

Each share of Class B Common Stock has equal status and rights to dividends as a share of Common Stock.

The holder of Class B Common Stock has one vote for each share of Class B Common Stock held on all matters on which stockholders are entitled to vote generally except for voting on the election, appointment, or removal of directors of the Company.

Additionally, each share of Class B Common Stock will immediately become convertible into one share of Common Stock, at the option of the holder, subject to certain timing and restrictions.

State Farm Strategic Investment and Tender Offer

On September 5, 2022, the Company entered into a securities purchase agreement with State Farm Fire & Casualty Company (“State Farm”) (the “State Farm Securities Purchase Agreement”), pursuant to which the Company agreed to issue and sell in a private placement to State Farm 133,333,333 shares of the Company’s Common Stock (the “State Farm Shares”) at a per share price of $ 9.00 for an aggregate purchase price of $ 1.2 billion (the “State Farm Strategic Investment”).

On September 12, 2022, and in connection with the State Farm Strategic Investment, the Company commenced a tender offer to purchase up to 133,333,333 shares of the Company’s Common Stock (including shares issued upon conversion of shares of Class B Common Stock ) (the “Tender Shares”) at a price of $ 9.00 per share (the “Tender Offer”) using proceeds from the State Farm Strategic Investment.

The State Farm Strategic Investment closed on October 13, 2022 (the “Closing”), and the Company issued and sold the State Farm Shares at a price of $ 9.00 per share.

After giving effect to the State Farm Strategic Investment and the Tender Offer, State Farm owned approximately 15 % of the Company’s issued and outstanding Common Stock (assuming conversion of Class B Common Stock), and as a result, became a related party at the Closing.

State Farm Investor Rights Agreement

At the Closing, the Company and State Farm entered into an Investor Rights Agreement (the “State Farm Investor Rights Agreement”), pursuant to which the Board of Directors of the Company (the “Board”) increased its size by one director and appointed a designee of State Farm as a member of the Board.

Pursuant to the terms of the State Farm Investor Rights Agreement, State Farm will also be bound by customary transfer and standstill restrictions and drag-along rights, and be afforded customary registration rights with respect to the State Farm Shares.

In particular, State Farm (a) will be prohibited, subject to certain customary exceptions, from transferring any of the State Farm Shares until the earlier of (i) the three-year anniversary of the Closing and (ii) the date on which the State Farm Development Agreement has been validly terminated, other than in the event of termination by the Company for a material breach thereof by State Farm, and (b) will be subject to certain standstill restrictions, including that State Farm will be restricted from acquiring additional equity securities of the Company if such acquisition would result in State Farm (and its affiliates) acquiring beneficial ownership in excess of 18 % of the issued and outstanding Common Stock, taking into account on an as-converted

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

basis the issued and outstanding Class B Common Stock, until five (5) days after the date that no designee of State Farm serves on the Board and State Farm has no rights (or has irrevocably waived its right) to nominate a designee to the Board.

Notwithstanding the standstill restrictions described above, State Farm will not be restricted from acquiring shares of Common Stock or other equity securities of the Company from Prime Security Services TopCo Parent, L.P.

and its affiliates so long as State Farm and its affiliates would not, subject to certain exceptions, beneficially own in excess of 25 % of the issued and outstanding Common Stock, taking into account on an as-converted basis the issued and outstanding Class B Common Stock, as a result of such acquisition.

In addition, under the terms of the State Farm Investor Rights Agreement, in the event that the Company proposes to issue and sell shares of Common Stock, Class B Common Stock, or other equity securities of the Company to certain homeowners’ insurance and reinsurance companies, State Farm will have a right of first refusal with respect to such proposed issuance and sale on the same terms and conditions (the “ROFR”).

The ROFR will terminate upon the earliest to occur of (i) State Farm and its permitted transferees no longer collectively owning shares of Common Stock equal to at least 50 % of the State Farm Shares, (ii) the termination of the State Farm Development Agreement by the Company for a material breach by State Farm and (iii) to the extent that the State Farm Development Agreement does not remain in effect on such date, the five (5) year anniversary of the Closing.

State Farm Development Agreement

At the Closing, the Company, ADT LLC (an indirect wholly owned subsidiary of the Company), and State Farm entered into a Development Agreement (the “State Farm Development Agreement”) pursuant to which State Farm committed up to $ 300 million to an opportunity fund that will fund certain product and technology innovation, customer growth, and marketing initiatives to be agreed between State Farm and the Company (the “Opportunity Fund”).

Additionally at Closing, the Company received $ 100 million of the Opportunity Fund, which will be restricted until such time as the Company uses the funds in accordance with the State Farm Development Agreement.

The Company’s use of the funds is also subject to approval by State Farm.

Concurrently with the execution of the State Farm Securities Purchase Agreement, (i) Apollo delivered to the Company a Tender and Support Agreement, pursuant to which Apollo agreed to collectively tender (and not withdraw) no fewer than 133,333,333 shares of Common Stock in the Tender Offer (the “Apollo Support Agreement”), and (ii) Google delivered to the Company a Support Agreement, pursuant to which Google agreed to not convert and tender any of its shares of Class B Common Stock.

The Tender Offer is considered a contingent forward purchase contract (the “Forward Contract”), which is recorded at fair value in the Condensed Consolidated Balance Sheet.

The fair value of the Forward Contract is estimated as the difference between the present value of the cash consideration to be paid and the value of the Company’s Common Stock to be tendered.

At the commencement of the Tender Offer, the Company recorded a liability and a reduction to additional paid in capital of $ 42 million, which is a non-cash financing activity for the three and nine months ended September 30, 2022.

Changes in fair value since inception through September 30, 2022 of $ 158 million are recognized in other income (expense).

As of September 30, 2022, the fair value of the Forward Contract was $ 199 million, which is reflected in accrued and other current liabilities.

Fees associated with the Forward Contract were not material during the three and nine months ended September 30, 2022.

In the fourth quarter of 2022, the Company expects to record a gain of approximately $ 95 million related to changes in fair value of the Forward Contract.

The Tender Offer expired on October 20, 2022.

On October 26, 2022, the Company used proceeds from the State Farm Strategic Investment to repurchase an aggregate of 133,333,333 shares of the Company’s Common Stock at a purchase price of $ 9.00 per share for $ 1.2 billion, excluding fees and expenses, subject to the terms and conditions described in the Offer to Purchase dated September 12, 2022 (as amended from time to time, the “Offer to Purchase”).

The Tender Shares were subject to the “odd lot” priority and proration provisions described in the Offer to Purchase as the Tender Offer was substantially over-subscribed.

No shares of Class B Common Stock were converted and tendered in the Tender Offer.

The portion of the Company’s issued and outstanding Common Stock (assuming conversion of Class B Common Stock) owned by Apollo prior and subsequent to the Tender Offer was 67 % and 55 %, respectively.

The Company has two classes of common stock, including common stock (“Common Stock”) and Class B common stock (“Class B Common Stock”).

During the three months ended March 31, 2023, shares issued resulted from the vesting of restricted stock units (“RSUs”) and stock option exercises related to share-based compensation awards.

AND SUBSIDIARIES

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Declaration Date Record Date Payment Date Per Share Aggregate Per Share Aggregate

Nine Months Ended September 30, 2022

3/1/2022 3/17/2022 4/4/2022 $ 0.035 $ 29,842 $ 0.035 $ 1,916

5/5/2022 6/16/2022 7/5/2022 0.035 30,028 0.035 1,916

8/4/2022 9/15/2022 10/4/2022 0.035 30,112 0.035 1,916

Total $ 0.105 $ 89,982 $ 0.105 $ 5,748

Nine Months Ended September 30, 2021

2/25/2021 3/18/2021 4/1/2021 $ 0.035 $ 27,220 $ 0.035 $ 1,916

Three Months Ended March 31, 2023

2/28/2023 3/16/2023 4/4/2023 $ 0.035 $ 30,342 $ 0.035 $ 1,916

Three Months Ended March 31, 2022

3/1/2022 3/17/2022 4/4/2022 $ 0.035 $ 29,842 $ 0.035 $ 1,916

Total $ 0.105 $ 81,758 $ 0.105 $ 5,748

Subsequent Event - On November 3, 2022, the Company announced a dividend of $ 0.035 per share to holders of Common Stock and Class B Common Stock of record on December 15, 2022, which will be distributed on January 4, 2023.

Subsequent Event - On May 2, 2023, the Company announced a dividend of $ 0.035 per share to holders of Common Stock and Class B Common Stock of record on June 15, 2023, which will be distributed on July 6, 2023.

Accumulated Other Comprehensive Income (Loss)

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SHARE-BASED COMPENSATION

Share-based compensation expense recognized in selling, general, and administrative expenses was as follows:

Three Months Ended September 30, Nine Months Ended September 30,

( in thousands )

2022 2021 2022 2021

Share-based compensation expense $ 16,692 $ 16,242 $ 49,644 $ 45,848

Restricted Stock Units

During the nine months ended September 30, 2022, the Company granted approximately 6.4 million restricted stock units (“RSUs”) under its 2018 Omnibus Incentive Plan, as amended (the “2018 Plan”).

These RSUs are service-based awards, primarily with a three-year graded vesting period from the date of grant.

The fair value of the RSUs is equal to the closing price per share of the Company’s Common Stock on the date of grant, which resulted in a weighted-average grant date fair value of $ 7.85 .

The RSUs’ retirement provisions allow awards to continue to vest in accordance with the granted terms in its entirety when a participant reaches retirement eligibility, as long as 12 months of service have been provided since the grant date.

RSUs are entitled to dividend equivalent units (unless otherwise stipulated in the applicable award agreement), which are granted as additional RSUs and are subject to the same vesting and forfeiture conditions as the underlying RSUs.

Performance Share Units

In June 2022, the Company granted 1.6 million performance share units (“PSUs”) in connection with a business combination that the Company will account for as share-based compensation.

These PSUs contain both service and performance vesting conditions that must be met on an annual basis with the final vesting date in October 2025.

The fair value of the PSUs is equal to the closing price per share of the Company’s Common Stock on the date of grant, which resulted in a weighted-average grant date fair value of $ 7.46 .

The PSUs are not entitled to dividend equivalent units.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the three months ended March 31, 2023, the Company completed its annual long-term incentive plan equity award to employees and granted approximately 6.6 million RSUs under its 2018 Omnibus Incentive Plan, as amended (the “2018 Plan”) with a weighted-average grant date fair value of $ 7.60 equal to the closing price per share of the Company’s Common Stock on the date of grant.

These RSUs are service-based awards with a three-year graded vesting period from the date of grant.

NET INCOME (LOSS) PER SHARE

The Company applies the two-class method for computing and presenting net income (loss) per share for each class of common stock, which allocates current period net income (loss) to each class of common stock and participating securities based on (i) dividends declared and (ii) participation rights in the remaining undistributed earnings (losses).

The Company applies the two-class method for computing and presenting net income (loss) per share for each class of common stock, which allocates current period net income (loss) to each class of common stock and participating securities based on dividends declared and participation rights in the remaining undistributed earnings or losses.

Basic net income (loss) per share is computed by dividing the net income (loss) allocated to each class of common stock by the related weighted-average number of shares outstanding during the period.

Diluted net income (loss) per share gives effect to all securities representing potential common shares that were dilutive and outstanding during the period for each class of common stock and excludes potentially dilutive securities whose effect would have been anti-dilutive.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Common Stock:

Potential shares of Common Stock include (i) incremental shares related to the vesting or exercise of share-based compensation awards, warrants, and other options to purchase additional shares of the Company’s Common Stock calculated using the treasury stock method and (ii) incremental shares of Common Stock issuable upon the conversion of Class B Common Stock.

Three Months Ended September 30, Nine Months Ended September 30,

Additionally, the basic and diluted earnings per share computations for Common Stock exclude approximately 9 million unvested shares as their vesting is contingent upon achievement of certain performance requirements.

Three Months Ended March 31,

in thousands, except per share amounts

2022 2021 2022 2021

Allocation of net income (loss) - basic $ ( 84,325 ) $ 48,510

Dilutive effect — — ( 50 ) —

Dilutive effect (including conversion of Class B Common Stock) — 2,001

Allocation of net income (loss) - diluted $ ( 84,325 ) $ 50,511

Weighted-average shares outstanding - basic 854,299 843,830

Dilutive effect — — 10,240 —

Dilutive effect (including conversion of Class B Common Stock) (1)

Weighted-average shares outstanding - diluted 854,299 911,313

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Net income (loss) per share - diluted $ ( 0.10 ) $ 0.06

For the three months ended September 30, 2022 and the three and nine months ended September 30, 2021, all potential shares of Common Stock that would be dilutive were excluded from the diluted earnings per share calculations because their effects would have been anti-dilutive.

Excluded from the diluted earnings per share calculations for the nine months ended September 30, 2022 because their effects would have been anti-dilutive were (i) shares of Class B Common Stock, (ii) weighted-average shares of approximately 16.2 million primarily related to share-based compensation awards, and (iii) the impact from the State Farm Strategic Investment.

Additionally, the basic and diluted earnings per share computations for Common Stock exclude 9.4 million unvested shares as their vesting is contingent upon achievement of certain performance requirements which have not been met as of September 30, 2022.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

_________________

(1) During the three months ended March 31, 2023, all potential shares of Common Stock that would be dilutive were excluded from the diluted earnings per share calculations because their effects would have been anti-dilutive.

During the three months ended March 31, 2022, the diluted earnings per share calculations excluded weighted average shares of approximately 18 million shares as their effects would have been anti-dilutive.

Class B Common Stock:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

in thousands, except per share amounts

2022 2021 2022 2021

Allocation of net income (loss) - basic $ ( 5,373 ) $ 3,135

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(1) There were no potential shares of Class B Common Stock during the periods presented.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

Contractual Obligations

There have been no material changes to the Company’s contractual obligations as compared to December 31, 2021, except as discussed below:

There have been no significant changes to the Company’s contractual obligations as compared to December 31, 2022, except as discussed below:

Repurchase of Solar Loans

As of March 31, 2023, the liability related to certain loans provided to customers within the Company’s Solar business that the Company may be required to repurchase from third party lenders was approximately $ 71 million.

This liability is partially offset by a net receivable related to the amount the Company ultimately expects to recover from any loans required to be repurchased, either through ongoing loan payments from the customer or proceeds from subsequent resale of the loans.

Google Commercial Agreement

In July 2020, the Company and Google entered into a Master Supply, Distribution, and Marketing Agreement (the “Google Commercial Agreement”), pursuant to which Google has agreed to supply the Company with certain Google devices as well as certain Google video and analytics services (“Google Devices and Services”), for sale to the Company’s customers.

Subject to customary termination rights related to breach and change of control, the Google Commercial Agreement has an initial term of seven years from the date that the Google Devices and Services are successfully integrated into the Company’s end-user security and automation platform.

Further, subject to certain carve-outs, the Company has agreed to exclusively sell Google Devices and Services to its customers.

In June 2022, the Company amended the Google Commercial Agreement to extend the date for the launch of the integrated Google Devices and Services until September 30, 2022.

As of September 30, 2022, Google has the contractual right to require the Company, with certain exceptions, until such integration, to exclusively offer Google Devices and Services without integration for all new professional installations and for existing customers who do not have ADT Pulse or ADT Control interactive services.

The Company has already begun providing Google video services and devices and will continue to do so on a non-integrated basis, and is working closely with Google toward an integrated solution.

The Google Commercial Agreement also specifies that each party shall contribute $ 150 million towards the joint marketing of devices and services;

customer acquisition;

training of the Company’s employees for the sales, installation, customer service, and maintenance for the product and service offerings;

and technology updates for products included in such offerings.

Each party is required to contribute such funds in three equal tranches, subject to the attainment of certain milestones.

In August 2022, the Company and Google executed an amendment to the Google Commercial Agreement (the “Google Commercial Agreement Amendment”), pursuant to which Google has agreed to commit an additional $ 150 million to fund growth, data and insights, product innovation and technology advancements, customer acquisition, and marketing, as mutually agreed by the Company and Google.

The additional success funds will be funded in three equal tranches, subject to the attainment of certain milestones.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Obligations

In 2021, the Company entered into agreements for potential future customer account purchases from two distinct third parties, assuming certain conditions are met, over the course of those agreements.

As of September 30, 2022, remaining commitments for those potential future customer account purchases were not material.

The Google Commercial Agreement also specifies that each party shall contribute $ 150 million towards joint marketing, customer acquisition, training of the Company’s employees, and product technology updates related to the Google Devices and Services.

In August 2022, the Company and Google executed an amendment to the Google Commercial Agreement, pursuant to which Google has agreed to commit an additional $ 150 million to fund growth, data and insights, product innovation and technology advancements, customer acquisition, and marketing, as mutually agreed by the Company and Google, (together with the initial amounts, the “Google Success Funds”).

During the three months ended March 31, 2023, approximately $ 12.5 million of the Google Success Funds were approved for reimbursement to the Company for certain joint marketing expenses incurred by the Company and recorded as a reduction to advertising expenses.

In the normal course of business, the Company is liable for contract completion and product performance.

The Company’s guarantees primarily relate to standby letters of credit related to its insurance programs and totaled $ 86 million and $ 76 million as of September 30, 2022 and December 31, 2021, respectively.

The Company’s guarantees primarily relate to standby letters of credit related to its insurance programs and totaled $ 84 million and $ 93 million as of March 31, 2023 and December 31, 2022, respectively.

The Company does not believe such obligations will materially affect its financial position, results of operations, or cash flows.

During March 2022, the Company entered into an unsecured Credit Agreement with Goldman Sachs Mortgage Company, as administrative agent and issuing lender (the “Issuing Lender”), together with other lenders party thereto, pursuant to which the Company may request the Issuing Lender to issue one or more letters of credit for its own account or the account of its subsidiaries, in an aggregate face amount not to exceed $ 75 million at any one time.

Legal Proceedings

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In connection with such formal and informal inquiries, the Company receives numerous requests, subpoenas, and orders for documents, testimony, and information in connection with various aspects of its activities.

There have been no material changes to these matters from those disclosed in the 2021 Annual Report except as described below.

There have been no material changes to these matters from those disclosed in the 2022 Annual Report.

The Company records accruals for losses that are probable and reasonably estimable.

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The Company has not accrued for any losses for which the likelihood of loss cannot be assessed, is less than probable, or the range of possible loss cannot be estimated.

As of September 30, 2022 and December 31, 2021, the Company’s accrual for ongoing claims and lawsuits within the scope of an insurance program totaled $ 94 million and $ 90 million, respectively.

The Company’s accrual related to ongoing claims and lawsuits not within the scope of an insurance program is not material.

Unauthorized Access by a Former Technician

In April 2020, after investigating a customer inquiry, the Company self-disclosed that a former technician based in Dallas, Texas had, during service visits, added his personal email address to certain of the Company’s customers’ accounts, which provided this employee with varying levels of unauthorized personal access to such customers’ in-home security systems.

As of September 30, 2022, the Company and its insurers had settled or have reached agreements in principle to settle all material pending lawsuits, arbitrations, and demands arising from this incident.

All such pending settlements and agreements are for monetary amounts within the Company’s insured levels.

Company as Lessee

As part of normal operations, the Company leases real estate, vehicles, and equipment from various counterparties with lease terms and maturities through 2034.

For these transactions, the Company applies the practical expedient to not separate the lease and non-lease components and accounts for the combined component as a lease.

Additionally, the Company’s right-of-use assets and lease liabilities include leases with initial lease terms of 12 months or less.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s right-of-use assets and lease liabilities primarily represent lease payments fixed at the commencement of a lease and variable lease payments dependent on an index or rate.

Lease payments are recognized as lease cost on a straight-line basis over the lease term, which is determined as the non-cancelable period, including periods in which termination options are reasonably certain of not being exercised and periods in which renewal options are reasonably certain of being exercised.

The discount rate is determined using the Company’s incremental borrowing rate coinciding with the lease term at the commencement of a lease.

The incremental borrowing rate is estimated based on publicly available data for the Company’s debt instruments and other instruments with similar characteristics.

Lease payments that are neither fixed nor dependent on an index or rate and vary because of changes in usage or other factors are included in variable lease costs.

Variable lease costs are recorded in the period in which the obligation is incurred and primarily relate to fuel, repair, and maintenance payments as they vary based on the usage of leased vehicles and buildings.

The Company’s leases do not contain material residual value guarantees or restrictive covenants.

The Company’s subleases are not material.

As of March 31, 2023 and December 31, 2022, the Company’s accrual for ongoing claims and lawsuits within the scope of an insurance program totaled $ 100 million and $ 90 million, respectively.

The Company’s accrual related to ongoing claims and lawsuits not within the scope of an insurance program is not material.

Company as Lessee

As part of normal operations, the Company leases real estate, vehicles, and equipment.

Right-of-Use Assets and Lease Liabilities:

(in thousands)

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Presentation and Classification:

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_________________

(1) Finance right-of-use assets are recorded net of accumulated depreciation of approximately $ 101 million and $ 78 million as of September 30, 2022 and December 31, 2021, respectively.

Three Months Ended September 30, Nine Months Ended September 30,

(1) Finance right-of-use assets are recorded net of accumulated depreciation, which was approximately $ 114 million and $ 106 million as of March 31, 2023 and December 31, 2022, respectively.

Three Months Ended March 31,

( in thousands )

2022 2021 2022 2021

Operating lease cost $ 10,222 $ 12,485

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Total lease cost $ 42,888 $ 46,302

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cash Flow and Supplemental Information:

Nine Months Ended September 30,

Three Months Ended March 31,

( in thousands )

Cash paid for amounts included in the measurement of lease liabilities:

Operating leases:

Operating cash flows $ 35,698 $ 34,622

Finance leases:

Operating cash flows $ 2,645 $ 2,083

Financing cash flows $ 33,749 $ 22,566

Right-of-use assets obtained in exchange for lease obligations:

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The Company is a lessor in certain Company-owned transactions as the Company has identified a lease component associated with the right-of-use of the security system and a non-lease component associated with the monitoring and related services.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For transactions in which (i) the timing and pattern of transfer is the same for the lease and non-lease components and (ii) the lease component would be classified as an operating lease if accounted for separately, the Company applies the practical expedient to aggregate the lease and non-lease components and accounts for the combined transaction based upon its predominant characteristic, which is the non-lease component.

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RELATED PARTY TRANSACTIONS

The Company’s related party transactions primarily relate to products and services received from, or monitoring and related services provided to, other entities affiliated with Apollo, as well as management, consulting, and transaction advisory services provided by Apollo to the Company.

There were no significant related party transactions during the periods presented other than as described below:

Upon initial funding of the Term Loan A Facility, the Company will owe fees to Apollo, which are not expected to be material, related to Apollo’s performance of placement agent services related to such debt.

The Company’s related party transactions primarily relate to products and services received from, or monitoring and related services provided to, other entities affiliated with Apollo, and, from time to time, management, consulting, and transaction advisory services provided by Apollo to the Company, as well as transactions between the Company and State Farm.

There were no notable related party transactions during the periods presented other than as described below.

Upon initial funding of the Term Loan A Facility in March 2023, the Company incurred fees to Apollo of $ 1 million related to Apollo’s performance of placement agent services related to such debt.

On October 13, 2022 (the “Closing”), the Company issued and sold in a private placement to State Farm 133,333,333 shares of the Company’s Common Stock at a per share price of $ 9.00 for an aggregate purchase price of $ 1.2 billion (the “State Farm Strategic Investment”) pursuant to a securities purchase agreement dated September 5, 2022.

State Farm owns approximately 15 % of the Company’s issued and outstanding Common Stock (assuming conversion of Class B Common Stock), and as a result, is a related party.

At the Closing, the Company, ADT LLC (an indirect wholly owned subsidiary of the Company), and State Farm entered into a Development Agreement (the “State Farm Development Agreement”) pursuant to which State Farm committed up to $ 300 million to fund certain initiatives as agreed to between the Company and State Farm related to the partnership (the “Opportunity Fund”).

Additionally at the Closing, the Company received $ 100 million of the Opportunity Fund, which will be restricted until such time as the Company uses the funds in accordance with the State Farm Development Agreement.

The Company’s use of the funds is also subject to approval by State Farm.

During three months ended March 31, 2023, the Company made payments from the Opportunity Fund of approximately $ 2 million to fund project development initiatives.

As of March 31, 2023, the balance in the Opportunity Fund was approximately $ 100 million, including interest earned on the funds.

Sunlight Financial LLC

ADT Solar uses Sunlight Financial LLC (“Sunlight”), an entity affiliated with Apollo, to access certain loan products for ADT Solar customers, as discussed in Note 2 “Revenue and Receivables.”

Total loans funded by Sunlight were approximately $ 116 million and $ 359 million, respectively, for the three and nine months ended September 30, 2022.

As of September 30, 2022, approximately $ 42 million may be subject to a temporary clawback.

Additionally, the Company incurred $ 14 million and $ 44 million, respectively, of financing fees for the three and nine months ended September 30, 2022.

As of September 30, 2022, there were no significant amounts due to/from Sunlight.

During the three months ended March 31, 2023 and 2022, total loans funded by Sunlight were approximately $ 45 million and $ 100 million, respectively.

The Company may be required to repurchase loans previously funded by Sunlight in the amount of approximately $ 45 million and $ 56 million as of March 31, 2023 and December 31, 2022, respectively.

The Company also recorded an offsetting net receivable.

During the three months ended March 31, 2023 and 2022, the Company incurred financing fees of approximately $ 6 million and $ 15 million, respectively.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Rackspace US, Inc.

During October 2020, the Company entered into a master services agreement with Rackspace US, Inc.

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The master services agreement includes a minimum purchase commitment of $ 50 million over a seven year term, which can be satisfied through spend with other parties.

As of September 30, 2022, total purchases towards the satisfaction of this commitment were approximately $ 19 million since inception.

During the three and nine months ended September 30, 2022, the Company incurred fees to Rackspace of $ 3 million and $ 9 million, respectively.

During the three months ended March 31, 2023 and 2022, fees incurred to Rackspace were not material.

Canopy is considered a related party under GAAP as the Company accounts for its investment in Canopy under the equity method of accounting.

Except for the transactions described in Note 5 “Equity Method Investments,” there were no other significant related party transactions with Canopy during the period.

Other Transactions

During the nine months ended September 30, 2022, the Company incurred fees in the ordinary course of business with certain entities affiliated with Apollo including (i) $ 2.4 million for a digital customer experience partner;

(ii) $ 2.4 million for certain technical services encompassing the purchase and support of IT equipment;

and (iii) $ 1.7 million for certain technology and communications services.

During the three months ended March 31, 2023, the Company made an additional equity investment of approximately $ 5 million in Canopy.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements