ADT Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined under Exchange Act Rules 13a-15(f) and 15d-15(f)). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 72 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment and those criteria, our management determined that our internal control over financial reporting was effective as of December 31, 2023. The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Part IV of this Annual Report. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting identified in our management’s evaluation pursuant to Rules 13a-15(d) and 15d-15(d) of the Exchange Act during the three months ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. During 2023, ADT began a multi-year IT transformation project by which we will be migrating much of ADT’s infrastructure to the cloud. The initiative includes certain aspects of our customer relationship management and enterprise resource planning systems and will result in changes to our processes and procedures which, in turn, will result in changes to our internal control over financial reporting. To date, the transformation efforts have not materially affected our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. During the quarter ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not Applicable. 73 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information required by this Item 10 “Directors, Executive Officers and Corporate Governance” is incorporated herein by reference from our Proxy Statement for the 2024 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the SEC within 120 days after our fiscal year end of December 31, 2023. ITEM 11. EXECUTIVE COMPENSATION. The information required by this Item 11 “Executive Compensation” is incorporated herein by reference from our Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required by this Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” other than as set forth below as required by Item 201(d) and Item 403(c) of Regulation S-K, is incorporated herein by reference from our Proxy Statement. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information as of December 31, 2023 with respect to shares of Common Stock issuable under our equity compensation plans. Both the 2016 Equity Incentive Plan (the “2016 Plan”) and the 2018 Omnibus Incentive Plan (the “2018 Plan”) provide for the award of stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), and other equity and equity-based awards to our Board of Directors, officers, and non-officer employees. There are no shares of Class B Common Stock issuable under our equity compensation plans. Equity Compensation Plans Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted-average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by stockholders: 2016 Equity Incentive Plan (1) 2,311,329 $ 6.07 2,491,808 2018 Omnibus Incentive Plan (2) 39,177,767 $ 7.09 17,718,569 Equity compensation plans not approved by stockholders — — Total 41,489,096 20,210,377 _________________ (1) Column (a) includes approximately 1.1 million shares of Common Stock that may be issued upon the exercise of service-based stock options and 1.2 million shares of Common Stock that may be issued upon the exercise of performance-based stock options. We do not expect to issue additional share-based compensation awards under the 2016 Plan. (2) Column (a) includes approximately (i) 21 million shares of Common Stock that may be issued upon the exercise of service-based stock options, (ii) 8 million shares of Common Stock that may be issued upon the exercise of performance-based stock options and (iii) 10 million shares of Common Stock that may be issued upon the vesting of service-based RSUs. The weighted-average exercise price in column (b) is inclusive of the outstanding RSUs and RSAs, both of which can result in the issuance of shares for no consideration. Excluding the RSUs and RSAs, the weighted-average exercise price is equal to $9.40. 74 Apollo Margin Loan Agreement As of October 3, 2019, certain investment funds directly or indirectly managed by Apollo (the “Apollo Funds”), the Company’s controlling stockholder, informed the Company that they have pledged all of their shares of the Company’s Common Stock, which as of the date of this Annual Report amounted to 498,300,366 shares, pursuant to a margin loan agreement and related documentation, as thereafter amended from time to time, on a non-recourse basis. Apollo has informed the Company that the loan to value ratio of the margin loan on February 20, 2024 was equal to approximately 36.85%. Apollo has also informed the Company that the margin loan agreement contains customary default provisions and that in the event of a default under the margin loan agreement the secured parties may foreclose upon any and all shares of the Company’s Common Stock pledged to them. Certain members of the Company’s executive team and certain employees of the Company were entitled to receive their share of the margin loan proceeds (based on their share ownership of the Apollo Funds) at such times as Apollo received its proceeds. Such persons had the option to either (a) receive such proceeds as distributed or (b) to defer receipt of such proceeds until their attributable share of the obligations under the margin loan have been satisfied in full. In the case of elections to receive such proceeds as distributed, such proceeds remain subject to recall until such time as all obligations under the margin loan agreement and related documentation are satisfied in full. The Company has not independently verified the foregoing disclosure. When the margin loan agreement was entered into, and as requested when amended, the Company delivered customary letter agreements to the secured parties in which it has, among other things, agreed, subject to applicable law and stock exchange rules, not to take any actions that are intended to hinder or delay the exercise of any remedies by the secured parties under the margin loan agreement and related documentation, as amended. Except for the foregoing, the Company is not a party to the margin loan agreement and related documentation and does not have, and will not have, any obligations thereunder. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. The information required by this Item 13 “Certain Relationships and Related Transactions and Director Independence” is incorporated herein by reference from our Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The information required by this Item 14 “Principal Accountant Fees and Services” is incorporated herein by reference from our Proxy Statement. 75 PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. 1. Financial Statements See Index to Consolidated Financial Statements appearing on page F-1. 2. Financial Statement Schedules All financial statement schedules called for under Regulation S‑X are omitted because either they are not required under the related instructions, are included in the consolidated financial statements or notes thereto included elsewhere in this Annual Report on Form 10‑K, or are not material. 3. Exhibits The exhibits listed on the accompanying Index to Exhibits are filed/furnished or incorporated by reference as part of this Annual Report on Form 10-K. Index to Exhibits The information required by this Item is set forth on the exhibit index below. Exhibit Number Incorporated by Reference Exhibit Description Form Exhibit Filing Date 2. 1 ^ Share Purchase Agreement, dated September 30, 2019, among ADT Security Holdings Canada Ltd., ADT Inc., and TELUS Communications Inc. 8-K 2.1 10/1/2019 2.2 Purchase Agreement, dated November 8, 2021, by and among The ADT Security Corporation, Compass Solar Group, LLC, MGG SPV VIII LLC, MGG SPV VII LLC, Compass Group Management, LLC, the Company Members party thereto, the Blocker Members party thereto, and ADT Inc. 10-K 2.2 3/1/2022 2.3 Equity Purchase Agreement, dated as of August 7, 2023, among ADT Inc., Iris Buyer LLC and Fire & Security Holdings, LLC 8-K 2.1 8/8/2023 3.1 Amended and Restated Certificate of Incorporation of ADT Inc. 8-K 3.1 9/17/2020 3.2 Amended and Restated Bylaws of ADT Inc. 8-K 3.1 9/18/2023 4.1 Indenture, dated as of July 5, 2012, by and between The ADT Corporation and Wells Fargo Bank, National Association S-1 4.1 12/21/2017 4.2 Third Supplemental Indenture, dated as of July 5, 2012, by and among The ADT Corporation, Tyco International Ltd. and Wells Fargo Bank, National Association S-1 4.4 12/21/2017 4.3 Fourth Supplemental Indenture, dated as of January 14, 2013, by and between The ADT Corporation and Wells Fargo Bank, National Association S-1 4.5 12/21/2017 4.4 Sixth Supplemental Indenture, dated as of April 8, 2016, under 2012 Base Indenture, by and among The ADT Corporation, the guarantors party thereto and the Wells Fargo Bank, National Association S-1 4.7 12/21/2017 4.5 Seventh Supplemental Indenture, dated as of April 22, 2016, under 2012 Base Indenture, by and among The ADT Corporation, the guarantors party thereto and the Wells Fargo Bank, National Association S-1 4.8 12/21/2017 4.6 Eighth Supplemental Indenture, dated as of May 2, 2016, under 2012 Base Indenture, by and among Prime Finance, Inc., The ADT Corporation and the Wells Fargo Bank, National Association S-1 4.9 12/21/2017 4.7 Ninth Supplemental Indenture, dated as of November 15, 2017, under 2012 Base Indenture, by and among The ADT Security Corporation, DataShield, LLC and Wells Fargo Bank, National Association 10-K 4.10 3/11/2019 4.8 Twelfth Supplemental Indenture, dated as of January 7, 2019, under 2012 Base Indenture, by and among The ADT Security Corporation, the guarantors party thereto and Wells Fargo Bank, National Association 10-K 4.13 3/11/2019 4.9 Fifteenth Supplemental Indenture, dated as of November 14, 2019, under 2012 Base Indenture, by and among The ADT Security Corporation, I-View Now LLC and Wells Fargo Bank, National Association 10-K 4.16 3/10/2020 4.10 Indenture, dated as of May 2, 2016, by and between Prime Security One MS, Inc. and the Wells Fargo Bank, National Association S-1 4.14 12/21/2017 76 Exhibit Number Incorporated by Reference Exhibit Description Form Exhibit Filing Date 4.11 First Supplemental Indenture, dated as of May 2, 2016, by and among The ADT Corporation, the guarantors party thereto and the Wells Fargo Bank, National Association S-1 4.15 12/21/2017 4.12 Second Supplemental Indenture, dated as of August 9, 2016, by and between The ADT Corporation, the Notes Guarantors and Wells Fargo Bank, National Association S-1 4.18 12/21/2017 4.13 Third Supplemental Indenture, dated as of November 15, 2017, by and among The ADT Security Corporation, DataShield, LLC and Wells Fargo Bank, National Association 10-K 4.27 3/11/2019 4.14 Sixth Supplemental Indenture, dated as of January 7, 2019, by and among The ADT Security Corporation, the guarantors party thereto and Wells Fargo Bank, National Association 10-K 4.30 3/11/2019 4.15 Ninth Supplemental Indenture, dated as of November 14, 2019, by and among The ADT Security Corporation, I-View Now LLC and Wells Fargo Bank, National Association 10-K 4.37 3/10/2020 4.16 Indenture, dated as of April 4, 2019, by and among Prime Security Services Borrower, LLC, Prime Finance Inc., the guarantors party thereto from time to time, and Wells Fargo Bank, National Association, as trustee, relating to the $750 million aggregate principal amount of 5.250% first-priority senior secured notes due 2024. 8-K 4.1 4/4/2019 4.17 First Supplemental Indenture, dated as of November 14, 2019, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., I-View Now LLC and Wells Fargo Bank, National Association 10-K 4.49 3/10/2020 4.18 Indenture, dated as of April 4, 2019, by and among Prime Security Services Borrower, LLC, Prime Finance Inc., the guarantors party thereto from time to time, and Wells Fargo Bank, National Association, as trustee, relating to the $750 million aggregate principal amount of 5.750% first-priority senior secured notes due 2026. 8-K 4.2 4/4/2019 4.19 First Supplemental Indenture, dated as of September 23, 2019, by and among Prime Security Services Borrower, LLC, Prime Finance Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee, relating to the $600 million aggregate principal amount of 5.750% first-priority senior secured notes due 2026 8-K 4.1 9/24/2019 4.20 Second Supplemental Indenture, dated as of November 14, 2019, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., I-View Now LLC and Wells Fargo Bank, National Association 10-K 4.53 3/10/2020 4.21 Indenture, dated as of January 28, 2020, by and among Prime Security Services Borrower, LLC, Prime Finance Inc., the guarantors party thereto from time to time and Wells Fargo Bank, National Association, as trustee, relating to the $1,300 million aggregate principal amount of 6.250% Second-Priority Senior Secured Notes due 2028 8-K 4.1 1/28/2020 4.22 Indenture, dated as of August 20, 2020, by and among Prime Security Services Borrower, LLC, Prime Finance Inc., the guarantors party hereto from time to time, and Wells Fargo Bank, National Association, as trustee, relating to $1,000 million aggregate principal amount of 3.375% first-priority senior secured notes due 2027 8-K 4.1 8/20/2020 4.23 First-Priority Senior Secured Notes Indenture, dated as of July 29, 2021, by and among The ADT Security Corporation, Prime Security Services Borrower, LLC, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee and collateral agent 8-K 4.1 7/29/2021 4.24 Seventeenth Supplemental Indenture, dated as of January 7, 2022, under 2012 Base Indenture, by and among The ADT Security Corporation, Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association 10-Q 4.1 5/6/2022 4.25 Eighteenth Supplemental Indenture, dated as of April 28, 2022, under 2012 Base Indenture, by and among The ADT Security Corporation, ADT Innovation LLC and Wells Fargo Bank, National Association 10-Q 4.2 5/6/2022 4.26 Eleventh Supplemental Indenture, dated as of January 7, 2022, by and among The ADT Security Corporation, Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association 10-Q 4.3 5/6/2022 4.27 Twelfth Supplemental Indenture, dated as of April 28, 2022, by and among The ADT Security Corporation, ADT Innovation LLC and Wells Fargo Bank, National Association 10-Q 4.4 5/6/2022 4.28 Third Supplemental Indenture, dated as of January 7, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association 10-Q 4.5 5/6/2022 4.29 Fourth Supplemental Indenture, dated as of April 28, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., ADT Innovation LLC and Wells Fargo Bank, National Association 10-Q 4.6 5/6/2022 4.30 Fourth Supplemental Indenture, dated as of January 7, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association 10-Q 4.7 5/6/2022 77 Exhibit Number Incorporated by Reference Exhibit Description Form Exhibit Filing Date 4.31 Fifth Supplemental Indenture, dated as of April 28, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., ADT Innovation LLC and Wells Fargo Bank, National Association 10-Q 4.8 5/6/2022 4.32 First Supplemental Indenture, dated as of January 7, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association 10-Q 4.9 5/6/2022 4.33 Second Supplemental Indenture, dated as of April 28, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., ADT Innovation LLC and Wells Fargo Bank, National Association 10-Q 4.10 5/6/2022 4.34 Second Supplemental Indenture, dated as of January 7, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association 10-Q 4.11 5/6/2022 4.35 Third Supplemental Indenture, dated as of April 28, 2022, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc., ADT Innovation LLC and Wells Fargo Bank, National Association 10-Q 4.12 5/6/2022 4.36 First Supplemental Indenture, dated as of January 7, 2022, by and among The ADT Security Corporation, Compass Solar Group, LLC, Marc Jones Construction, L.L.C., Buildpro, L.L.C., Energypro LLC and Wells Fargo Bank, National Association 10-Q 4.13 5/6/2022 4.37 Second Supplemental Indenture, dated as of April 28, 2022, by and among The ADT Security Corporation, ADT Innovation LLC and Wells Fargo Bank, National Association 10-Q 4.14 5/6/2022 4.38 Description of Securities 10-K 4.24 3/1/2022 10.1 Incremental Assumption and Amendment Agreement No. 11, dated as of July 2, 2021, by and among Prime Security Services Holdings, LLC, Prime Security Services Borrower, LLC, The ADT Security Corporation, the subsidiary loan parties party thereto, the lenders and issuing banks party thereto and Barclays Bank PLC, as administrative agent 8-K 10.1 7/6/2021 10.2 Subsidiary Guarantee Agreement (First Lien), dated July 1, 2015, among the Subsidiaries of Prime Security Services Borrower, LLC named therein and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent S-1 10.2 12/21/2017 10.3 Supplement No. 1, dated as of May 2, 2016, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Securities Services Borrower, LLC and Barclays Bank PLC, as Collateral Agent S-1 10.6 12/21/2017 10.4 Supplement No. 2, dated as of October 31, 2017, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent 10-K 10.55 3/11/2019 10.5 Supplement No. 3, dated as of January 22, 2018, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent 10-K 10.56 3/11/2019 10.6 Supplement No. 4, dated as of February 28, 2018, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent 10-K 10.57 3/11/2019 10.7 Supplement No. 5, dated as of August 17, 2018, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent 10-K 10.58 3/11/2019 10.8 Supplement No. 6, dated as of January 2, 2019, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent 10-K 10.59 3/11/2019 10.9 Supplement No. 7, dated as of January 30, 2019, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent 10-K 10.60 3/11/2019 10.10 Supplement No. 8, dated as of March 11, 2019, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent 10-Q 10.13 5/7/2019 10.11 Supplement No. 11, dated as of January 7, 2022, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent 10-Q 10.4 5/6/2022 10.12 Supplement No. 12, dated as of April 28, 2022, to the Subsidiary Guarantee Agreement (First Lien) dated as of July 1, 2015, by each subsidiary of Prime Security Services Borrower, LLC party thereto and Barclays Bank PLC, as Collateral Agent 10-Q 10.5 5/6/2022 78 Exhibit Number Incorporated by Reference Exhibit Description Form Exhibit Filing Date 10.13 Holdings Guarantee and Pledge Agreement (First Lien), dated and effective as of July 1, 2015, between Prime Security Services Holdings, LLC, as Holdings, and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent S-1 10.4 12/21/2017 10.14 Collateral Agreement (First Lien), dated as of July 1, 2015 among Prime Security Services Borrower, LLC, each Subsidiary of Prime Security Services Borrower, LLC from time to time identified therein as a party and Barclays Bank PLC, as collateral agent S-1 10.5 12/21/2017 10.15 Collateral Agreement (Second Lien), dated as of January 28, 2020, among Prime Security Services Borrower LLC, as Issuer, Prime Finance, Inc., as Co-Issuer, each Subsidiary Guarantor party thereto and Wells Fargo Bank, National Association, as Collateral Agent 8-K 10.1 1/28/2020 10.16 First Lien/First Lien Intercreditor Agreement, dated as of May 2, 2016 among Barclays Bank PLC, as Collateral Agent, Barclays Bank PLC, as Authorized Representative under the Credit Agreement, Wells Fargo Bank, National Association, as the Initial Other Authorized Representative, and each additional Authorized Representative from time to time party hereto relating to Prime Security Services Borrower, LLC S-1 10.8 12/21/2017 10.17 First Lien/Second Lien Intercreditor Agreement, dated as of July 1, 2015, between Credit Suisse AG, Cayman Islands Branch, as First Lien Facility Agent and Applicable First Lien Agent, and Credit Suisse AG, Cayman Islands Branch, as Second Lien Facility Agent and Applicable Second Lien Agent relating to Prime Security Services Borrower, LLC S-1 10.9 12/21/2017 10.18 Receivables Purchase Agreement, dated as of March 5, 2020, among ADT LLC, individually and as servicer, ADT Finance LLC, as seller, various purchasers and purchaser agents from time to time party thereto, and Mizuho Bank, LTD., as Administrative Agent, Arranger, Collateral Agent and Structuring Agent 10-K 10.21 3/10/2020 10.19 Agreement of Amendment to Receivables Purchase Agreement, dated as of April 17, 2020, among ADT LLC, individually and as servicer, ADT Finance LLC, as seller, various purchasers and purchaser agents from time to time party thereto, and Mizuho Bank, LTD., as Administrative Agent, Arranger, Collateral Agent and Structuring Agent 10-Q 10.22 5/7/2020 10.20 Second Agreement of Amendment to Receivables Purchase Agreement, dated September 17, 2020, among ADT LLC, individually and as servicer, ADT Finance LLC, as seller, various purchasers and purchaser agents from time to time party thereto, and Mizuho Bank, LTD., as Administrative Agent, Arranger, Collateral Agent and Structuring Agent 10-Q 10.23 11/5/2020 10.21 Third Agreement of Amendment to Receivables Purchase Agreement, dated January 29, 2021, among ADT LLC, individually and as servicer, ADT Finance LLC, as seller, various purchasers and purchaser agents from time to time party thereto, and Mizuho Bank, LTD., as Administrative Agent, Arranger, Collateral Agent and Structuring Agent 10-K 10.25 2/25/2021 10.22 Fourth Agreement of Amendment to Receivables Purchase Agreement, dated March 5, 2021, among ADT LLC, individually and as servicer, ADT Finance LLC, as seller, various purchasers and purchaser agents from time to time party thereto, and Mizuho Bank, LTD., as Administrative Agent, Arranger, Collateral Agent and Structuring Agent 10-Q 10.26 5/5/2021 10.23 Receivables Sale and Contribution Agreement, dated as of April 17, 2020, between ADT LLC, as Originator and Servicer and ADT Finance Inc., as Buyer 10-Q 10.23 5/7/2020 10.24^ Receivables Financing Agreement, among ADT LLC, ADT Finance LLC and Mizuho Bank, Ltd., dated as of July 16, 2021 8-K 10.1 7/19/2021 10.25^ First Amendment and Joinder to the Receivables Financing Agreement and the Receivables Sale and Contribution Agreement, among ADT LLC, ADT Finance LLC, Mizuho Bank, Ltd., MUFG Bank, Ltd., BNP Paribas, and Starbird Funding Corporation, dated as of October 29, 2021 8-K 10.1 10/29/2021 10.26 Second Amendment to the Receivables Financing Agreement, among ADT LLC, ADT Finance LLC and Mizuho Bank, LTD., dated as of December 10, 2021 10-K 10.24 3/1/2022 10.27 Bank Rate Amendment to the Receivables Financing Agreement, among ADT LLC, ADT Finance LLC and Mizuho Bank, Ltd., dated as of April 19, 2022 10-Q 10.3 5/6/2022 10.28 Third Amendment dated as of May 20, 2022, to Receivables Financing Agreement, among ADT LLC, ADT Finance LLC, and Mizuho Bank, Ltd., dated as of July 16, 2021 10-Q 10.3 8/4/2022 10.29 Trademark Agreement, dated as of September 25, 2012, by and among ADT Services GmbH, ADT US Holdings, Inc., Tyco International Ltd. and The ADT Corporation S-1 10.19 12/21/2017 10.30 Patent Agreement, dated as of September 26, 2012, by and between Tyco International Ltd. and The ADT Corporation S-1 10.20 12/21/2017 10.31 Separation and Distribution Agreement, dated September 26, 2012 by and among Tyco International Ltd., Tyco International Finance S.A., The ADT Corporation and ADT LLC S-1 10.21 12/21/2017 10.32 ADT LLC Supplemental Savings and Retirement Plan, effective as of April 1, 2017 S-1 10.22 12/21/2017 10.33 Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of December 18, 2017 10-K 10.31 2/25/2021 79 Exhibit Number Incorporated by Reference Exhibit Description Form Exhibit Filing Date 10.34 Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of December 24, 2018 10-K 10.32 2/25/2021 10.35 Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of December 31, 2018 10-K 10.33 2/25/2021 10.36 Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of February 8, 2019 10-K 10.34 2/25/2021 10.37 Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of July 29, 2019 10-K 10.35 2/25/2021 10.38 Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of December 15, 2021 10-Q 10.4 8/4/2022 10.39 Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of January 1, 2022 10-Q 10.13 11/3/2022 10.40 Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of February 22, 2023 10-K 10.40 2/28/2023 10.41 Stockholders Agreement, dated as of December 14, 2018, by and between the ADT Inc. and Prime Security Services TopCo Parent, L.P. 10-K 10.34 3/1/2022 10.42 Registration Rights Agreement by and between the ADT Inc. and Prime Securities Services TopCo, LP 10-K 10.24 3/15/2018 10.43 Amendment to the Registration Rights Agreement between ADT Inc. and Prime Security Services TopCo Parent, L.P. 10-Q 10.10 8/9/2018 10.44 Securities Purchase Agreement, dated as of July 31, 2020, by and between ADT Inc. and Google LLC 8-K 10.1 8/3/2020 10.45 Investor Rights Agreement, dated as of September 17, 2020, by and between ADT Inc. and Google LLC 8-K 10.1 9/17/2020 1 0.46* Amendment No. 1 to Investor Rights Agreement, dated as of September 5, 2022, by and between ADT Inc. and Google LLC 1 0.47* Amendment No. 2 to Investor Rights Agreement, dated as of December 29, 2023, by and between ADT Inc. and Google LLC 10.48 Form of Indemnification Agreement by and between the Company and each of its Directors and Executive Officers 10-Q 10.34 8/5/2020 10.49+ Amended and Restated Employment Agreement, dated December 19, 2017, between The ADT Security Corporation (together with any of its subsidiaries and Affiliates) and Donald Young S-1 10.25 12/21/2017 10.50+ Amendment to Amended and Restated Employment Agreement, dated May 3, 2019, between The ADT Security Corporation (together with any of its subsidiaries and Affiliates) and Donald Young 10-Q 10.27 5/7/2019 10.51+ Amended and Restated Employment Agreement, dated December 19, 2017, between The ADT Security Corporation (together with any of its subsidiaries and Affiliates) and Daniel M. Bresingham S-1 10.28 12/21/2017 10.52+ Amended and Restated Employment Agreement, dated December 19, 2017, between ADT LLC, (together with any of its subsidiaries and Affiliates) and Jeffrey Likosar S-1 10.31 12/21/2017 10.5 3 + Employment Offer Letter, dated February 1, 2019, between ADT LLC (with its Affiliates and Successors) and David Smail 10-K 10.51 2/28/2023 10.5 4 + * Employment Offer Letter, dated December 8, 2022, between ADT LLC (with its Affiliates and Successors) and Wayne Thorsen 10.5 5 + ADT Inc. 2018 Omnibus Incentive Plan S-1 10.32 12/21/2017 10.5 6 + First Amendment to ADT Inc. 2018 Omnibus Incentive Plan dated April 25, 2019 10-Q 10.33 8/6/2019 10.5 7 + Form of Restricted Stock Unit Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan S-1 10.33 12/21/2017 10.5 8 + Form of Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan S-1 10.34 12/21/2017 10.5 9 + Form of Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan (Class B Unit Redemption) S-1/A 10.35 1/8/2018 10. 60 + Form of Amendment to Non-Qualified Award Agreement for use under ADT Inc. 2018 Omnibus Incentive Plan (Class B Unit Redemption) 10-Q 10.37 8/6/2019 10. 61 + Form of Common Stock Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan S-1/A 10.36 1/8/2018 80 Exhibit Number Incorporated by Reference Exhibit Description Form Exhibit Filing Date 10.6 2 + ADT Inc. 2018 Omnibus Incentive Plan Restricted Stock Unit Non-Employee Director Award Agreement 10-Q 10.9 8/9/2018 10.6 3 + Form of Restricted Stock Unit Special Equity Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan 10-Q 10.47 5/7/2020 10.6 4 + Form of Non-Qualified Option Special Equity Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan 10-Q 10.48 5/7/2020 10.6 5 + Form of Restricted Stock Unit Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan effective as of January 1, 2022 10-Q 10.5 11/9/2021 10.6 6 + Form of Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan effective as of January 1, 2022 10-Q 10.6 11/9/2021 10.6 7 + Form of Restricted Stock Unit Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan effective as of August 1, 2022 SC TO-I (d)(34) 9/12/2022 10.6 8 + Form of Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan effective as of August 1, 2022 SC TO-I (d)(35) 9/12/2022 10.6 9 + Second Amended & Restated Employment Agreement with James D. DeVries 10-Q 10.12 11/8/2018 10. 70 + Amendment to Second Amended & Restated Employment Agreement of James D. DeVries 8-K 10.2 12/3/2018 10. 71 + ADT Inc. Annual Incentive Plan 8-K 10.1 7/29/2021 10.72 Investor Rights Agreement, dated December 8, 2021, by and among ADT Inc. and the Holders party thereto 10-K 10.63 3/1/2022 10.7 3 Securities Purchase Agreement, dated as of September 5, 2022, by and between ADT Inc. and State Farm Fire & Casualty Company 8-K 10.1 9/6/2022 10.7 4 Tender and Support Agreement, dated as of September 5, 2022, by and between ADT Inc., Prime Security Services TopCo (ML), L.P. and Prime Security Services TopCo (ML II), L.P 8-K 10.2 9/6/2022 10.7 5 Support Agreement, dated as of September 5, 2022, by and between ADT Inc. and Google LLC 8-K 10.3 9/6/2022 10.7 6 + Form of Performance Unit Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan SC TO-I (d)(20) 9/12/2022 10.7 7 + Form of Time and Performance Vesting Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan SC TO-I (d)(21) 9/12/2022 10.7 8 + Form of Time and Performance Vesting Restricted Stock Unit Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan SC TO-I (d)(22) 9/12/2022 10.7 9 + Form of Non-Qualified Option Award Agreement for use under the Prime Security Services Parent, Inc. 2016 Equity Incentive Plan SC TO-I (d)(24) 9/12/2022 10. 80 Commitment Letter by and among Prime Security Services Borrower, LLC, The ADT Security Corporation, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, BNP Paribas, Mizuho Bank, Ltd., MUFG Bank, Ltd., Citizens Bank, N.A., Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Barclays Bank PLC, ING Capital LLC and Credit Suisse AG, New York Branch, dated as of September 15, 2022 8-K 10.1 9/15/2022 10. 81 Investor Rights Agreement, dated as of October 13, 2022, by and between ADT Inc. and State Farm Fire & Casualty Company 8-K 10.1 10/13/2022 10.8 2 + Amended and Restated Management Investor Rights Agreement 10-K 10.39 3/15/2018 10.8 3 + Amendment No. 1 to Amended and Restated Management Investor Rights Agreement, dated as of December 9, 2022, by Prime Security Services TopCo Parent 8-K 10.1 12/15/2022 10.8 4 Term L oan Credit Agreement , by and among Prime Security Services Holdings , LLC , as Holdings, Prime Security, Services Borrower, LLC and the ADT Security Corporation, as borrowers, Barclays Bank PLC, as Administrative Agent, and the lenders par ty thereto, as dated as of March 14, 2023 8-K 10.1 3/15/2023 10.8 5 Incremental Assumption and Amendment Agreement N o.1, by an d am ong Prime Security Holdings, LLC, as Holdings, Prime Security Services Borrower, LLC and the ADT security Corporation, as borrowers , the subsidiary loan parties party thereto, Barclays Bank PLC, as Administrative Agent, and the lenders party ther eto, dated as of March 14, 2023 8-K 10.2 3/15/2023 10.86 Amendment Agreement No. 12, dated as of May 10, 2023, by and between Prime Security Services Borrower, LLC and Barclays Bank PLC, as administrative agent 10-Q 10.4 8/8/2023 10.87 Incremental Assumption and Amendment Agreement No.1 3 , dated as of October 13,2023, by and among Prime Security Holdings, LLC, as Holdings, Prime Security Services Borrower, LLC and the ADT security Corporation, as borrowers, the subsidiary loan parties party thereto, Barclays Bank PLC, as Administrative Agent 8-K 10.1 10/13/2023 10.88 Receivables Financing Agreement, among Compass Solar Group, LLC, ADT Solar Finance LLC and Mizuho Bank, Ltd., dated as of August 2, 2023. 10-Q 10.2 11/02/2023 81 Exhibit Number Incorporated by Reference Exhibit Description Form Exhibit Filing Date 10.89 Fourth Amendment to the Receivables Financing Agreement, among ADT Finance LLC, Mizuho Bank, Ltd., ADT LLC, MUFG Bank, Ltd., Starbird Funding Corporation, and BNP Paribas, dated as of March 29, 2023 8-K 10.1 3/30/2023 21* Subsidiaries of ADT Inc. 23* Consent of Independent Registered Public Accounting Firm 31.1* Certification of CEO, pursuant to SEC Rule 13a-14(a) and 15d-14(a) 31.2* Certification of CFO, pursuant to SEC Rule 13a-14(a) and 15d-14(a) 32.1** Certification by the CEO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification by the CFO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 .1 * Policy Relating to Incentive Compensation Clawback 101 XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document _________________________ ^ Confidential treatment requested. Confidential portions of this exhibit have been removed. * Filed herewith. ** Furnished herewith. + Management contract or compensatory plan or arrangement. ITEM 16. FORM 10-K SUMMARY. None. 82 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ADT Inc. Date: February 28, 2024 By: /s/ James D. DeVries Name: James D. DeVries Title: Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 28, 2024. Name Title /s/ James D. DeVries Chairman, President and Chief Executive Officer (Principal Executive Officer) James D. DeVries /s/ Jeffrey Likosar Chief Transformation Officer and President, Corporate Development and Interim Chief Financial Officer (Principal Financial Officer) Jeffrey Likosar /s/ Steven Burzo Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) Steven Burzo /s/ Nicole Bonsignore Director Nicole Bonsignore /s/ Marques Coleman Director Marques Coleman /s/ Stephanie Drescher Director Stephanie Drescher /s/ Tracey R. Griffin Director Tracey R. Griffin /s/ Benjamin Honig Director Benjamin Honig /s/ William M. Lewis, Jr Director William M. Lewis, Jr /s/ Reed B. Rayman Director Reed B. Rayman /s/ Paul J. Smith Director Paul J. Smith /s/ Lee J. Solomon Director Lee J. Solomon /s/ Matthew E. Winter Director Matthew E. Winter /s/ Sigal Zarmi Director Sigal Zarmi 83 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 4 Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021 F- 5 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021 F- 6 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 F- 8 Notes to Consolidated Financial Statements F-9 1. Description of Business and Summary of Significant Accounting Policies F- 9 2. Revenue and Receivables F- 16 3. Segment Information F- 19 4. Acquisitions F- 21 5. Divestitures F-22 6. Equity Method Investments F- 25 7. Goodwill and Other Intangible Assets F- 26 8. Debt F- 30 9. Derivative Financial Instruments F- 37 10. Income Taxes F- 39 11. Equity F- 43 12. Share-Based Compensation F- 46 13. Net Income (Loss) per Share F- 49 14. Commitments and Contingencies F- 51 15. Leases F- 52 16. Retirement Plans F- 55 17. Related Party Transactions F- 55 18. Condensed Financial Information of Registrant F- 57 19. Selected Quarterly Financial Data F-59 F-1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of ADT Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of ADT Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. F-2 Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Interim Goodwill Impairment Assessments — Solar Reporting Unit As described in Note 7 to the consolidated financial statements, the Company’s goodwill balance was $4.9 billion as of December 31, 2023, and the goodwill associated with the Solar reporting unit was zero as a result of impairments recorded during 2023. Goodwill is tested by management for impairment at least annually as of the first day of the fourth quarter of each year and more often if an event occurs or circumstances change which indicate it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If management elects to bypass the qualitative assessment for any reporting unit, or if a qualitative assessment indicates it is more-likely-than-not that the estimated fair value of a reporting unit is less than its carrying amount, management proceeds to a quantitative approach. Under a quantitative approach, management estimates the fair value of a reporting unit and compares it to its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. As a result of triggering events during the first, second, and third quarters of 2023, management performed interim impairment quantitative assessments on the Solar reporting unit and recorded goodwill impairment charges of $242 million, $181 million, and $88 million, respectively. These impairments were a result of continued deterioration of industry conditions and macroeconomic decline, as well as Solar’s underperformance of operating results in successive quarters relative to expectations, and during the third quarter of 2023, as a result of managements then recent plan to close a significant number of branches. Management estimates the fair value of its reporting unit using the income approach, which discounts projected cash flows using market participant assumptions. The income approach includes significant assumptions including forecasted revenue, operating profit margins, adjusted EBITDA margins, operating expenses, cash flows, perpetual growth rates, and discount rates. The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessments of the Solar reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Solar reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenue, operating profit margins, operating expenses, and discount rate; (iii) the audit effort involved the use of professionals with specialized skill and knowledge; and (iv) as previously disclosed by management, a material weakness existed during the year related to this matter. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Solar reporting unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the Solar reporting unit; (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenue, operating profit margins, operating expenses, and discount rate. Evaluating management’s assumptions related to forecasted revenue, operating profit margins, and operating expenses involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Solar reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the discount rate assumption. /s/ PricewaterhouseCoopers LLP Miami, Florida February 28, 2024 We have served as the Company’s auditor since 2010. F-3 ADT INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 14,621 $ 257,223 Restricted cash and restricted cash equivalents 115,329 116,357 Accounts receivable, net of allowance for credit losses of $ 53,229 and $ 35,482 , respectively 390,471 334,556 Inventories, net 223,681 225,351 Work-in-progress 6,427 11,983 Prepaid expenses and other current assets 254,165 306,603 Current assets held for sale — 469,923 Total current assets 1,004,694 1,721,996 Property and equipment, net 283,170 306,191 Subscriber system assets, net 3,005,936 2,918,540 Intangible assets, net 4,877,493 4,926,964 Goodwill 4,903,899 5,430,427 Deferred subscriber acquisition costs, net 1,175,904 990,672 Other assets 712,998 640,932 Noncurrent assets held for sale — 885,514 Total assets $ 15,964,094 $ 17,821,236 Liabilities and stockholders' equity Current liabilities: Current maturities of long-term debt $ 320,612 $ 857,624 Accounts payable 293,883 417,860 Deferred revenue 264,398 309,907 Accrued expenses and other current liabilities 601,315 776,739 Current liabilities held for sale — 298,973 Total current liabilities 1,480,208 2,661,103 Long-term debt 7,523,349 8,946,719 Deferred subscriber acquisition revenue 1,914,954 1,580,873 Deferred tax liabilities 1,027,189 892,994 Other liabilities 229,748 240,129 Noncurrent liabilities held for sale — 106,270 Total liabilities 12,175,448 14,428,088 Commitments and contingencies (See Note 14) Stockholders' equity: Preferred stock—authorized 1,000,000 shares of $ 0.01 par value; zero issued and outstanding as of December 31, 2023 and 2022 — — Common stock—authorized 3,999,000,000 shares of $ 0.01 par value; issued and outstanding shares of 867,432,337 and 862,098,041 as of December 31, 2023 and 2022, respectively 8,674 8,621 Class B common stock—authorized 100,000,000 shares of $ 0.01 par value; issued and outstanding shares of 54,744,525 as of December 31, 2023 and 2022 547 547 Additional paid-in capital 7,413,305 7,380,759 Accumulated deficit ( 3,617,718 ) ( 3,949,579 ) Accumulated other comprehensive income (loss) ( 16,162 ) ( 47,200 ) Total stockholders' equity 3,788,646 3,393,148 Total liabilities and stockholders' equity $ 15,964,094 $ 17,821,236 See Notes to Consolidated Financial Statements F-4 ADT INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Years Ended December 31, 2023 2022 2021 Revenue: Monitoring and related services $ 4,178,998 $ 4,053,048 $ 3,882,290 Security installation, product, and other 473,826 328,856 273,082 Solar installation, product, and other 329,835 786,426 47,351 Total revenue 4,982,659 5,168,330 4,202,723 Cost of revenue (exclusive of depreciation and amortization shown separately below) : Monitoring and related services 604,368 596,664 629,204 Security installation, product, and other 147,314 102,118 108,823 Solar installation, product, and other 256,784 501,710 34,758 Total cost of revenue 1,008,466 1,200,492 772,785 Selling, general, and administrative expenses 1,539,579 1,662,826 1,541,330 Depreciation and intangible asset amortization 1,350,980 1,615,830 1,839,658 Merger, restructuring, integration, and other 62,172 17,229 39,159 Goodwill impairment 511,176 200,974 — Operating income (loss) 510,286 470,979 9,791 Interest expense, net ( 572,150 ) ( 264,265 ) ( 456,825 ) Loss on extinguishment of debt ( 16,621 ) — ( 37,113 ) Other income (expense) 11,958 ( 57,568 ) 8,313 Income (loss) from continuing operations before income taxes and equity in net earnings (losses) of equity method investee ( 66,527 ) 149,146 ( 475,834 ) Income tax benefit (expense) ( 4,585 ) ( 37,682 ) 131,657 Income (loss) from continuing operations before equity in net earnings (losses) of equity method investee ( 71,112 ) 111,464 ( 344,177 ) Equity in net earnings (losses) of equity method investee 6,572 ( 4,601 ) — Income (loss) from continuing operations ( 64,540 ) 106,863 ( 344,177 ) Income (loss) from discontinued operations, net of tax 527,549 25,800 3,357 Net income (loss) $ 463,009 $ 132,663 $ ( 340,820 ) Common Stock: Income (loss) from continuing operations per share - basic $ ( 0.07 ) $ 0.12 $ ( 0.42 ) Income (loss) from continuing operations per share - diluted $ ( 0.07 ) $ 0.12 $ ( 0.42 ) Net income (loss) per share - basic $ 0.51 $ 0.15 $ ( 0.41 ) Net income (loss) per share - diluted $ 0.51 $ 0.15 $ ( 0.41 ) Weighted-average shares outstanding - basic 856,843 848,465 770,620 Weighted-average shares outstanding - diluted 856,843 848,465 770,620 Class B Common Stock: Income (loss) from continuing operations per share - basic $ ( 0.07 ) $ 0.12 $ ( 0.42 ) Income (loss) from continuing operations per share - diluted $ ( 0.07 ) $ 0.12 $ ( 0.42 ) Net income (loss) per share - basic $ 0.51 $ 0.15 $ ( 0.41 ) Net income (loss) per share - diluted $ 0.51 $ 0.15 $ ( 0.41 ) Weighted-average shares outstanding - basic 54,745 54,745 54,745 Weighted-average shares outstanding - diluted 54,745 54,745 54,745 See Notes to Consolidated Financial Statements F-5 ADT INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Years Ended December 31, 2023 2022 2021 Net income (loss) $ 463,009 $ 132,663 $ ( 340,820 ) Other comprehensive income (loss), net of tax: Cash flow hedges 32,129 25,754 46,234 Other ( 1,091 ) ( 3,981 ) 3,408 Total other comprehensive income (loss), net of tax 31,038 21,773 49,642 Comprehensive income (loss) $ 494,047 $ 154,436 $ ( 291,178 ) See Notes to Consolidated Financial Statements F-6 ADT INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) 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 Balance as of December 31, 2020 771,014 54,745 $ 7,710 $ 547 $ 6,640,763 $ ( 3,491,069 ) $ ( 118,615 ) $ 3,039,336 Net income (loss) — — — — — ( 340,820 ) — ( 340,820 ) Other comprehensive income (loss), net of tax — — — — — — 49,642 49,642 Issuance of common stock, net of expenses 69,667 — 697 — 567,912 — — 568,609 Dividends, including dividends reinvested in common stock — — — — 4 ( 119,154 ) — ( 119,150 ) Share-based compensation expense — — — — 61,237 — — 61,237 Transactions related to employee share-based compensation plans and other 6,145 — 61 — ( 8,649 ) ( 1,547 ) — ( 10,135 ) Balance as of December 31, 2021 846,826 54,745 $ 8,468 $ 547 $ 7,261,267 $ ( 3,952,590 ) $ ( 68,973 ) $ 3,248,719 Net income (loss) — — — — — 132,663 — 132,663 Other comprehensive income (loss), net of tax — — — — — — 21,773 21,773 Issuance of common stock, net of expenses 140,681 — 1,407 — 1,188,488 — — 1,189,895 Repurchases of common stock ( 133,333 ) — ( 1,333 ) — ( 1,093,334 ) — — ( 1,094,667 ) Dividends — — — — — ( 127,835 ) — ( 127,835 ) Share-based compensation expense — — — — 66,566 — — 66,566 Contingent forward purchase contract — — — — ( 41,938 ) — — ( 41,938 ) Transactions related to employee share-based compensation plans and other 7,924 — 79 — ( 290 ) ( 1,817 ) — ( 2,028 ) Balance as of December 31, 2022 862,098 54,745 $ 8,621 $ 547 $ 7,380,759 $ ( 3,949,579 ) $ ( 47,200 ) $ 3,393,148 Net income (loss) — — — — — 463,009 — 463,009 Other comprehensive income (loss), net of tax — — — — — — 31,038 31,038 Dividends — — — — — ( 129,025 ) — ( 129,025 ) Share-based compensation expense — — — — 51,137 — — 51,137 Transactions related to employee share-based compensation plans and other 5,334 — 53 — ( 18,591 ) ( 2,123 ) — ( 20,661 ) Balance as of December 31, 2023 867,432 54,745 $ 8,674 $ 547 $ 7,413,305 $ ( 3,617,718 ) $ ( 16,162 ) $ 3,788,646 See Notes to Consolidated Financial Statements F-7 ADT INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income (loss) $ 463,009 $ 132,663 $ ( 340,820 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and intangible asset amortization 1,388,671 1,693,575 1,914,779 Amortization of deferred subscriber acquisition costs 195,794 162,981 126,089 Amortization of deferred subscriber acquisition revenue ( 308,604 ) ( 244,141 ) ( 172,061 ) Share-based compensation expense 51,137 66,566 61,237 Deferred income taxes 125,235 19,575 ( 139,480 ) Provision for losses on receivables and inventory 151,065 113,869 38,213 Loss on extinguishment of debt 16,621 — 37,113 Goodwill, intangible, and other asset impairments 528,556 206,132 19,161 (Gain) loss on sales of businesses ( 649,095 ) ( 10,066 ) — Unrealized (gain) loss on interest rate swap contracts 38,497 ( 301,851 ) ( 157,505 ) Change in fair value of other financial instruments — 63,396 — Other non-cash items, net 100,087 134,526 149,024 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Accounts receivable, net ( 107,464 ) ( 178,258 ) ( 50,214 ) Long-term retail installment contracts 184,925 142,811 64,516 Inventories and work-in-progress 24,732 ( 67,391 ) ( 84,020 ) Accounts payable ( 111,529 ) 8,662 98,123 Accrued interest ( 128,042 ) 50,758 56,700 Accrued and other liabilities ( 83,041 ) ( 42,023 ) 5,416 Deferred subscriber acquisition costs ( 386,518 ) ( 393,861 ) ( 323,602 ) Deferred subscriber acquisition revenue 289,534 329,214 276,841 Other, net ( 125,844 ) 783 70,213 Net cash provided by (used in) operating activities 1,657,726 1,887,920 1,649,723 Cash flows from investing activities: Dealer generated customer accounts and bulk account purchases ( 588,638 ) ( 621,695 ) ( 675,118 ) Subscriber system asset expenditures ( 630,535 ) ( 734,639 ) ( 694,684 ) Purchases of property and equipment ( 176,353 ) ( 176,660 ) ( 168,238 ) Acquisition of businesses, net of cash acquired — ( 13,095 ) ( 163,503 ) Sales of businesses, net of cash sold 1,609,347 26,749 1,807 Other investing, net 28,672 ( 13,444 ) 3,991 Net cash provided by (used in) investing activities 242,493 ( 1,532,784 ) ( 1,695,745 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of expenses — 1,180,000 — Proceeds from long-term borrowings 867,178 550,035 1,195,729 Proceeds from receivables facility 281,647 276,826 253,546 Repurchases of common stock — ( 1,200,000 ) — Repayment of long-term borrowings, including call premiums ( 2,961,798 ) ( 605,059 ) ( 1,219,070 ) Repayment of receivables facility ( 200,385 ) ( 121,061 ) ( 130,345 ) Dividends on common stock ( 128,587 ) ( 127,125 ) ( 116,348 ) Payments on finance leases ( 43,733 ) ( 44,978 ) ( 32,123 ) Proceeds (payments) from opportunity fund ( 8,746 ) 100,802 — Proceeds (payments) from interest rate swaps 82,750 ( 18,841 ) ( 56,119 ) Other financing, net ( 32,175 ) ( 5,432 ) ( 23,718 ) Net cash provided by (used in) financing activities ( 2,143,849 ) ( 14,833 ) ( 128,448 ) Cash and cash equivalents and restricted cash and restricted cash equivalents: Net increase (decrease) during the period ( 243,630 ) 340,303 ( 174,470 ) Beginning balance 373,580 33,277 207,747 Ending balance $ 129,950 $ 373,580 $ 33,277 See Notes to Consolidated Financial Statements F-8 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 and small business customers in the United States (“U.S.”). As discussed below, on October 2, 2023, the Company divested its Commercial Business (as defined below), which provided security and other solutions to commercial customers; and in January 2024, the Company announced its exit from the residential solar business, which provided residential solar and energy storage solutions since the acquisition of ADT Solar in 2021 (the “ADT Solar Acquisition”). The Company primarily conducts business under the ADT brand name. ADT Inc. 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. (“Ultimate Parent”). Ultimate Parent is ultimately majority-owned by Apollo Investment Fund VIII, L.P. and its related funds that are directly or indirectly managed by affiliates of Apollo Global Management, Inc. (together with its subsidiaries and affiliates, “Apollo” or the “Sponsor”). In January 2018, the Company completed an initial public offering (“IPO”) and its common stock, par value of $ 0.01 per share (“Common Stock”), began trading on the New York Stock Exchange under the symbol “ADT.” Basis of Presentation The consolidated financial statements have been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”). 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 each 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. This investment was disposed of during 2023. As discussed below under the heading “Commercial Divestiture,” beginning in the third quarter of 2023, the Company presented its Commercial Business as a discontinued operation. Certain prior period amounts have been reclassified to conform with the current period presentation. Commercial Divestiture On August 7, 2023, ADT, Iris Buyer LLC, a Delaware limited liability company and affiliate of GTCR LLC (“GTCR”), and, solely for certain purposes set forth in the Commercial Purchase Agreement (as defined below), Fire & Security Holdings, LLC (“F&S Holdings”), a Delaware limited liability company and an indirect, wholly-owned subsidiary of ADT, entered into an Equity Purchase Agreement (the “Commercial Purchase Agreement”) pursuant to which GTCR agreed to acquire all of the issued and outstanding equity interests of F&S Holdings, which directly or indirectly held all of the issued and outstanding equity interests in the subsidiaries of ADT that operated ADT’s commercial business (the “Commercial Business”) (the “Commercial Divestiture”). On October 2, 2023, the Company completed the Commercial Divestiture for a total purchase price of approximately $ 1,613 million in cash, subject to customary post-closing adjustments, and received net proceeds of approximately $ 1,585 million, excluding transaction costs of $ 22 million. F-9 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Beginning in the third quarter of 2023, the Company presented its Commercial Business as a discontinued operation as the Commercial Divestiture met all of the held for sale criteria for the disposal group and represented a strategic shift that has and will continue to have a major effect on the Company’s operations and financial statements. The change is reflected in all periods presented. Additionally, the cash flows and comprehensive income (loss) of the Commercial Business have not been segregated and are included in the Consolidated Statements of Cash Flows and Consolidated Statements of Comprehensive Income (Loss), respectively, for all periods presented. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate to the Company’s continuing operations. Refer to Note 5 “Divestitures” for additional information. ADT Solar As previously disclosed, in November 2023, the Company announced a plan to streamline the solar business to focus on the top performing markets and rationalize the overhead and infrastructure of the business. As part of this plan, the Company closed a significant number of branches that operated the solar business along with making associated headcount reductions. On January 19, 2024, after a strategic review of the business and continued macroeconomic and industry pressures, the Company’s board of directors (the “Board of Directors”) approved a plan to fully exit the residential solar business, which may include the transition of components of the business to other parties (the “ADT Solar Exit”). The ADT Solar Exit is expected to be completed during 2024. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires the Company to select accounting policies and make estimates that affect amounts reported in the 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. Segments The Company has historically reported results for three operating and reportable segments organized based on customer type: Consumer and Small Business (“CSB”), Commercial, and Solar. As a result of the Commercial Divestiture, results of the Commercial Business are classified as discontinued operations and thus excluded from both continuing operations and segment results for all periods presented. Accordingly, the Company reports its results in two operating and reportable segments, CSB and Solar, organized based on customer type, with the change reflected in all periods presented. 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. • CSB - The CSB segment primarily includes the sale, installation, servicing, and monitoring of integrated security and automation systems and other related offerings to owners and renters of residential properties, small business operators, and other individual consumers, as well as general corporate costs and other income and expense items not included in another segment. • Solar - The Solar segment primarily includes the sale and installation of solar systems and related solutions and services to residential homeowners who purchase solar and energy storage solutions, energy efficiency upgrades, and roofing services, as well as certain dedicated corporate and other costs. Refer to Note 3 “Segment Information” for additional information on the Company’s segments. Accounting Pronouncements Recently Adopted 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. F-10 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS This disclosure-only guidance became effective January 1, 2023. The impact to the Company’s 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 will be adopted effective January 1, 2024. The Company will apply the roll-forward guidance 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): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, states that an entity should not consider the contractual sale restriction when measuring the equity security’s fair value and introduces new disclosure requirements related to such equity securities. This guidance will be adopted effective January 1, 2024, and will be applied prospectively. The Company is currently evaluating the impact of this guidance. Disclosure Improvements - ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, represents changes to clarify or improve disclosure and presentation requirements of a variety of topics. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently evaluating the potential impact of this guidance on its financial statements and disclosures. Segment Reporting - ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , improves reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. In addition, the guidance, among other requirements, enhances interim disclosures, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and provides new segment disclosure requirements for entities with a single reportable segment. The amendments in this guidance are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. This guidance should be applied retrospectively to all periods presented. Early adoption is permitted. The Company is currently evaluating the impact of this guidance. Income Taxes - ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , focuses on improvements to income tax disclosures, primarily related to the rate reconciliation and income tax paid information. In addition, the update includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for annual periods beginning after December 15, 2024, and should be applied prospectively, with retrospective application also a permitted option. Early adoption is permitted. The Company is currently evaluating the impact of this guidance. Significant Accounting Policies Information on select accounting policies and methods not discussed below are included in the respective footnotes that follow. Cash and Cash Equivalents and Restricted Cash and Restricted 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. Restricted cash and restricted cash equivalents are restricted for a specific purpose and cannot be included in the general cash and cash equivalents account. F-11 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table reconciles the amounts below reported in the Consolidated Balance Sheets to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: Years Ended December 31, (in thousands) 2023 2022 2021 Cash and cash equivalents $ 14,621 $ 257,223 $ 24,453 Restricted cash and restricted cash equivalents 115,329 116,357 8,824 Ending balance $ 129,950 $ 373,580 $ 33,277 For 2023 and 2022, restricted cash and restricted cash equivalents includes funds received, net of payments, from State Farm Fire & Casualty Company (“State Farm”) (the “Opportunity Fund”), including accrued interest, in connection with the State Farm Strategic Investment (as defined and discussed in Note 11 “Equity”). Amounts within the Opportunity Fund are restricted for certain qualifying spend in accordance with the development agreement between State Farm and the Company (the “State Farm Development Agreement”). Use of the funds must be agreed to by State Farm and the Company. Supplementary Cash Flow Information The following table summarizes supplementary cash flow information and material non-cash investing and financing transactions, excluding leases (refer to Note 15 “Leases”): Years Ended December 31, (in thousands) 2023 2022 2021 Interest paid, net of interest income received (1) $ 522,775 $ 470,947 $ 512,628 Payments (refunds) on income taxes, net $ 60,296 $ 22,654 $ 1,877 Issuance of shares for acquisition of businesses (2) $ — $ 55,485 $ 528,503 Contingent forward purchase contract (3) $ — $ 41,938 $ — ___________________ (1) Includes finance leases and interest rate swaps. Refer to Note 9 “Derivative Financial Instruments.” (2) 2021 relates to the ADT Solar Acquisition and 2022 includes $ 40 million related to the Delayed Shares (as defined and discussed in Note 4 “Acquisitions”) as a result of the ADT Solar Acquisition. (3) During 2022, the Company recorded a reduction to additional paid in capital as a result of the contingent forward purchase contract in connection with the Tender Offer (as defined and discussed in Note 11 “Equity”). The proceeds and repayments of long-term debt on the Consolidated Statements of Cash Flows include the impact of $ 230 million from the refinancing of the First Lien Term Loan due 2026 with the First Lien Term Loan due 2030 (as defined and discussed in Note 8 “Debt”). Prepaid Expenses and Other Current Assets December 31, (in thousands) 2023 2022 Prepaid expenses $ 49,734 $ 26,142 Contract assets (see Note 2 “Revenue and Receivables”) 15,365 32,495 Fair value of interest rate swaps (see Note 9 “Derivative Financial Instruments”) 74,974 78,110 Other receivables (1) 28,835 121,225 Other current assets 85,257 48,631 Prepaid expenses and other current assets $ 254,165 $ 306,603 ___________________ (1) As of December 31, 2023 and 2022, the Company recorded a liability of $ 15 million and $ 88 million, respectively, which is reflected in accrued expenses and other current liabilities and which relates to certain loans provided to customers within the Solar business that the Company may be required to repurchase from third party lenders. Included in other receivables is the amount that the Company expects to recover if permission to operate is achieved in the event the third party lenders do require the Company to repurchase such loans. F-12 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Inventories, net Inventories are primarily comprised of components and parts for the Company’s security and solar systems. The Company records inventory at the lower of cost and net realizable value. Inventories are presented net of an obsolescence reserve. Work-in-Progress Work-in-progress is primarily comprised of certain costs incurred for installations of security system equipment sold outright to customers that have not been completed as of the balance sheet date. Property and Equipment, net Property and equipment, net, is recorded at historical cost less accumulated depreciation, which is calculated using the straight-line method over the estimated useful lives of the related assets. Depreciation expense is reflected in depreciation and intangible asset amortization. Repairs and maintenance expenditures are expensed when incurred. Useful Lives: Buildings and related improvements Up to 40 years Leasehold improvements Lesser of remaining term of the lease or economic useful life Capitalized software 3 to 10 years Machinery, equipment, and other Up to 10 years Net Carrying Amount: December 31, (in thousands) 2023 2022 Land $ 10,313 $ 12,272 Buildings and leasehold improvements 95,652 94,899 Capitalized software 524,088 504,241 Machinery, equipment, and other 168,343 170,622 Construction in progress 34,302 12,571 Finance leases 142,441 127,226 Accumulated depreciation ( 691,969 ) ( 615,640 ) Property and equipment, net $ 283,170 $ 306,191 Depreciation Expense: Years Ended December 31, (in thousands) 2023 2022 2021 Depreciation expense $ 191,904 $ 173,013 $ 165,392 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 and are reflected in the Consolidated Balance Sheets as follows: December 31, (in thousands) 2023 2022 Gross carrying amount $ 6,404,479 $ 5,981,008 Accumulated depreciation ( 3,398,543 ) ( 3,062,468 ) Subscriber system assets, net $ 3,005,936 $ 2,918,540 F-13 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 Consolidated Balance Sheets as these assets represent probable future economic benefits for the Company through the generation of future monitoring and related services revenue. Upon customer termination, the Company may retrieve such assets. 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 and are depreciated and amortized using an accelerated method over the estimated life of the customer relationship, which is 15 years. In order to align the depreciation and amortization of these pooled costs to the pattern in which their economic benefits are consumed, the accelerated method utilizes an average declining balance rate of approximately 250 % and converts to straight-line methodology when the resulting charge is greater than that from the accelerated method, resulting in an average charge of approximately 55 % of the pool within the first five years, 25 % within the second five years, and 20 % within the final five years. 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: Years Ended December 31, (in thousands) 2023 2022 2021 Depreciation of subscriber system assets $ 545,041 $ 531,013 $ 488,557 Amortization of deferred subscriber acquisition costs $ 188,222 $ 154,186 $ 118,162 Long-Lived Assets (excluding Goodwill and Indefinite-Lived Intangible Assets) The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. The Company groups assets at the lowest level for which cash flows are separately identifiable. Recoverability is measured by a comparison of the carrying amount of the asset group to its expected future undiscounted cash flows. If the expected future undiscounted cash flows of the asset group are less than its carrying amount, an impairment loss is recognized based on the amount by which the carrying amount exceeds the fair value less costs to sell. The calculation of the fair value less costs to sell of an asset group is based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk. There were no material long-lived asset impairments during the periods presented. Accrued Expenses and Other Current Liabilities December 31, (in thousands) 2023 2022 Accrued interest $ 111,204 $ 156,495 Payroll-related accruals 118,495 139,709 Operating lease liabilities (see Note 15 “Leases”) 15,979 20,741 Fair value of interest rate swaps (see Note 9 “Derivative Financial Instruments”) 5,312 — Opportunity Fund (see Note 11 “Equity”) 93,950 100,802 Other accrued liabilities 256,375 358,992 Accrued expenses and other current liabilities $ 601,315 $ 776,739 Advertising Costs Advertising costs are recognized in selling, general, and administrative expenses when incurred and were $ 165 million, $ 214 million, and $ 235 million during 2023, 2022, and 2021, respectively. Included in advertising costs during 2023 are certain joint marketing costs and reimbursements associated with the Google Success Funds as discussed in Note 14 “Commitments and Contingencies.” F-14 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Radio Conversion Program During 2019, the Company commenced a program to replace the 3G and Code-Division Multiple Access (“CDMA”) cellular equipment used in many of its security systems prior to the cellular network providers retiring their 3G and CDMA networks during 2022. The program was completed in 2023, and the Company incurred a total of $ 276 million of net radio conversion costs since the inception of the program. Radio conversion costs and radio conversion revenue are reflected in selling, general, and administrative expenses and monitoring and related services revenue, respectively, as follows: Years Ended December 31, (in thousands) 2023 2022 2021 Radio conversion costs $ 1,968 $ 29,766 $ 240,902 Radio conversion revenue $ 6,664 $ 28,058 $ 39,100 Merger, Restructuring, Integration, and Other Merger, restructuring, integration, and other represents certain direct and incremental costs resulting from acquisitions made by the Company, integration and third-party costs as a result of those acquisitions, costs related to the Company’s restructuring efforts, as well as fair value remeasurements and impairment charges on certain strategic investments. Significant activity included in merger, restructuring, integration, and other during the periods presented includes: During 2023, primarily relates to integration and third-party costs related to the strategic optimization of the Solar business operations following the ADT Solar acquisition, as well as restructuring costs. During 2022, merger, restructuring, integration, and other was not material. During 2021, primarily relates to an impairment charge in CSB due to lower than expected benefits from a developed technology intangible asset. Concentration of Credit Risks The majority of the Company’s cash and cash equivalents and restricted cash and restricted cash equivalents are held at major financial institutions. There is a concentration of credit risk related to certain account balances in excess of the Federal Deposit Insurance Corporation insurance limit of $250,000 per account. The Company regularly monitors the financial stability of these financial institutions and believes there is no exposure to any significant credit risk for its cash and cash equivalents and restricted cash and restricted cash equivalents. Concentration of credit risk associated with the majority of the Company’s receivables from customers is limited due to the significant size of the customer base. 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 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 - 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 $ 55 million and $ 145 million as of December 31, 2023 and December 31, 2022, respectively. F-15 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CSB Retail Installment Contract Receivables, net - 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. December 31, 2023 2022 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Retail installment contract receivables, net $ 673,635 $ 487,685 $ 531,516 $ 385,114 Long-Term Debt Instruments - The fair values of the Company’s 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 “2020 Receivables Facility”) approximate their fair values, as interest rates on these borrowings approximate current market rates. December 31, 2023 2022 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt instruments subject to fair value disclosures (1) $ 7,756,800 $ 7,732,159 $ 9,733,700 $ 9,312,932 ________________ (1) Excludes finance leases. 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. The resulting fair values are classified as Level 2 fair value measurements. Refer to Note 9 “Derivative Financial Instruments” for the fair values of the Company’s derivative financial instruments. 2. REVENUE AND RECEIVABLES Revenue The Company generates revenue through contractual monthly recurring fees received for monitoring and related services provided to customers, as well as the sale and installation of security and solar systems (referred to as “systems”). Revenue is recognized in the 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 monitoring 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. 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. For CSB, the Company’s performance obligations generally include monitoring, related services (such as maintenance agreements), and the sale and installation of a security system in outright sales transactions or a material right in transactions in which the Company retains ownership of the security system. For Solar, the Company’s performance obligations generally include the sale and installation of a solar system and may include additional performance obligations such as roofing services or the sale and installation of additional products such as batteries. In addition to details provided below, the Company’s disaggregated revenue is presented on the face of the Consolidated Statements of Operations, which includes monitoring and related services and security installation, product, and other revenue presented for its CSB segment, as well as Solar installation, product, and other revenue. CSB 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 F-16 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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 incurred 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). 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 security installation, product, and other revenue. Years Ended December 31, ( in thousands ) 2023 2022 2021 Amortization of deferred subscriber acquisition revenue $ 301,708 $ 235,190 $ 164,180 CSB 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, which is primarily recognized at a point in time based upon the nature of the transaction and contractual terms, and any monitoring and related services, which are recognized when these services are provided to the customer. Solar - The Company’s performance obligations generally include the sale and installation of a solar system. Transactions within the Solar business 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 solar installation, product, and other revenue. Solar revenue was not material during 2021 subsequent to the date of the ADT Solar Acquisition. Revenue and cost of revenue from Solar equipment was $ 154 million and $ 121 million, respectively, during 2023, and $ 451 million and $ 292 million, respectively, during 2022. The Company enters into agreements with third-party lenders 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 solar installation, product, and other revenue and were $ 52 million and $ 141 million during 2023 and 2022, respectively. 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, 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. The Company evaluates its allowance for credit losses on accounts receivable in pools based on customer type. For each customer pool, the allowance for credit losses is estimated based on the delinquency status of the underlying receivables and the related historical loss experience, as adjusted for current and expected future conditions, if applicable. The allowance for credit losses is not material for the individual pools of customers. F-17 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Changes in the Allowance for Credit Losses: Years Ended December 31, (in thousands) 2023 2022 2021 Beginning balance $ 35,482 $ 22,104 $ 28,608 Provision for credit losses (1) 138,225 90,502 50,717 Write-offs, net of recoveries (2) ( 120,478 ) ( 77,124 ) ( 57,221 ) Ending balance $ 53,229 $ 35,482 $ 22,104 ________________ (1) The provision for credit losses during 2021 was impacted by adjustments related to the COVID-19 Pandemic. (2) Recoveries were not material for the periods presented. As such, write-offs are presented net of recoveries. Retail Installment Contract Receivables 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. The financing component of retail installment contract receivables is not significant. 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 December 31, 2023, the current and delinquent billed retail installment contract receivables were not material. 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. The balance of unbilled retail installment contract receivables comprises: December 31, (in thousands) 2023 2022 Retail installment contract receivables, gross $ 674,827 $ 532,406 Allowance for credit losses ( 1,192 ) ( 890 ) Retail installment contract receivables, net $ 673,635 $ 531,516 Balance Sheet Classification: Accounts receivable, net $ 238,961 $ 169,242 Other assets 434,674 362,274 Retail installment contract receivables, net $ 673,635 $ 531,516 As of December 31, 2023 and 2022, retail installment contract receivables, net, used as collateral for borrowings under the 2020 Receivables Facility were $ 610 million and $ 506 million, respectively. Refer to Note 8 “Debt” for further discussion regarding the 2020 Receivables Facility. Contract Assets 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 as additional services are performed and billed, which is when the Company’s right to the consideration becomes unconditional. 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 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. F-18 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Gross contract assets recognized by the Company were not material for the periods presented. The balance of contract assets for residential transactions comprises: December 31, (in thousands) 2023 2022 Contract assets, gross $ 39,627 $ 52,591 Allowance for credit losses ( 9,025 ) ( 5,453 ) Contract assets, net $ 30,602 $ 47,138 Balance Sheet Classification: Prepaid expenses and other current assets $ 15,365 $ 32,495 Other assets 15,237 14,643 Contract assets, net $ 30,602 $ 47,138 3. SEGMENT INFORMATION As discussed in Note 1 “Description of Business and Summary of Significant Accounting Policies,” effective in the third quarter of 2023, the Company reports results in two operating and reportable segments: CSB and Solar. Prior to the third quarter of 2023, the Commercial Business was reflected in the Commercial reportable segment. Certain allocated shared costs that were previously included in the Commercial reportable segment that do not qualify to be presented within discontinued operations are now reflected in the CSB reportable segment consistent with other unallocated corporate and other costs as discussed below. 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 Solar segment. Customers in the CSB segment are comprised of owners and renters of residential properties, small business operators, and other individual consumers. • Solar - The Solar segment primarily includes (i) revenue and operating costs from the sale 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. The CODM uses Adjusted EBITDA from continuing operations (“Adjusted EBITDA”), which is the Company’s segment profit measure, to evaluate segment performance. Adjusted EBITDA is defined as income (loss) from continuing operations adjusted for (i) interest; (ii) taxes; (iii) depreciation and amortization, including depreciation of subscriber system assets and other fixed assets and amortization of dealer and other intangible assets; (iv) amortization of deferred costs and deferred revenue associated with subscriber acquisitions; (v) share-based compensation expense; (vi) merger, restructuring, integration, and other items such as separation costs; (vii) losses on extinguishment of debt; (viii) radio conversion costs, net; (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. The accounting policies of the Company’s reportable segments are the same as those of the Company. F-19 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Reconciliations The following table presents total revenue by segment and a reconciliation to consolidated total revenue: Years Ended December 31, (in thousands) 2023 2022 2021 CSB $ 4,652,824 $ 4,381,904 $ 4,155,372 Solar 329,835 786,426 47,351 Total Revenue $ 4,982,659 $ 5,168,330 $ 4,202,723 The following table presents Adjusted EBITDA by segment and a reconciliation to consolidated income (loss) from continuing operations before income taxes and equity in net earnings (losses) of equity method investee: Years Ended December 31, (in thousands) 2023 2022 2021 Adjusted EBITDA by segment: CSB $ 2,481,305 $ 2,305,032 $ 2,101,659 Solar ( 116,505 ) 5,155 5,588 Total $ 2,364,800 $ 2,310,187 $ 2,107,247 Reconciliation: Total segment Adjusted EBITDA $ 2,364,800 $ 2,310,187 $ 2,107,247 Less: Interest expense, net 572,150 264,265 456,825 Depreciation and intangible asset amortization 1,350,980 1,615,830 1,839,658 Amortization of deferred subscriber acquisition costs 188,222 154,186 118,162 Amortization of deferred subscriber acquisition revenue ( 301,708 ) ( 235,190 ) ( 164,180 ) Share-based compensation expense 39,438 53,497 47,111 Merger, restructuring, integration, and other (1) 62,172 17,229 39,159 Goodwill impairment (2) 511,176 200,974 — Loss on extinguishment of debt (3) 16,621 — 37,113 Change in fair value of financial instruments (4) — 63,396 — Radio conversion costs, net (1) ( 4,696 ) 1,708 201,802 Non-cash acquisition related adjustments and other, net (5) ( 9,600 ) 29,747 7,431 Equity in net earnings (losses) of equity method investee 6,572 ( 4,601 ) — Income (loss) from continuing operations before income taxes and equity in net earnings (losses) of equity method investee $ ( 66,527 ) $ 149,146 $ ( 475,834 ) ___________________ (1) Refer to Note 1 “Description of Business and Summary of Significant Accounting Policies.” (2) Refer to Note 7 “Goodwill and Other Intangible Assets.” (3) Refer to Note 8 “Debt.” (4) Refer to Note 11 “Equity.” (5) During 2023, primarily represents the gain on sale of a business and other investment partially offset by financing fees and interest rate swaps included in other income (expense). During 2022 and 2021, primarily represents the amortization of the customer backlog intangible asset acquired in the ADT Solar Acquisition, which was fully amortized as of March 2022. Refer to Note 4 “Acquisitions.” During 2022, also includes the gain on sale of a business. Entity-Wide Disclosures Revenue outside of the U.S. is not material. As of December 31, 2023 and 2022, substantially all of the Company’s assets were located in the U.S. F-20 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. ACQUISITIONS From time to time, the Company may pursue business acquisitions that either strategically fit with the Company’s existing core business or expand the Company’s products and services into new and attractive adjacent markets. The Company accounts for business acquisitions under the acquisition method of accounting. The assets acquired and liabilities assumed in connection with business acquisitions are recorded at the date of acquisition at their estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning useful lives to certain definite-lived intangible and tangible assets. Accordingly, the Company may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available information as of the acquisition date and on future expectations and assumptions deemed reasonable by management, but are inherently uncertain. Acquisition-related expenses are recognized as incurred and are included in merger, restructuring, integration, and other and were not material during 2023, 2022, and 2021. ADT Solar Acquisition In December 2021, the Company acquired ADT Solar. The acquisition expanded the Company’s offerings by entering the residential solar market. Upon the consummation of the ADT Solar Acquisition, ADT Solar became an indirect wholly-owned subsidiary of the Company. 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 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 issued during 2022 (“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. At the time of acquisition, the Company recorded goodwill to the Solar reporting unit, the majority of which was deductible for tax purposes, which reflected the expected strategic value and synergies of ADT Solar to the Company at that time. Refer to Note 7 “Goodwill and Other Intangible Assets” for information on goodwill impairment losses recognized in the Solar reporting unit during 2022 and 2023, which resulted in a goodwill balance of zero for the Solar reporting unit. Pro Forma Results The following summary, prepared on a pro forma basis, presents the Company’s unaudited consolidated results of operations for 2021 as if the ADT Solar Acquisition had been completed as of January 1, 2020. The pro forma results below include the impact of certain adjustments related to the amortization of intangible assets, acquisition-related costs incurred as of the acquisition date, and in each case, the related income tax effects, as well as certain other post-acquisition adjustments directly attributable to the acquisition. This pro forma presentation does not include any impact of transaction synergies. The pro forma results are not necessarily indicative of the results of operations that actually would have been achieved had the ADT Solar Acquisition been consummated as of that date: Year Ended December 31, 2021 Total revenue $ 5,905,148 Net income (loss) $ ( 328,099 ) These previously reported pro forma results have not been updated to reflect the presentation of the Commercial Business as a discontinued operation in the Company’s consolidated results used in the calculation. From the acquisition date, December 8, 2021 through December 31, 2021, revenue and net loss of $ 47 million and $ 7 million, respectively, attributable to ADT Solar are included in the Consolidated Statements of Operations. Other Acquisitions There was no acquisition activity during 2023. During 2022, total consideration for continuing and discontinued operations related to business acquisitions was $ 31 million, including $ 15 million in shares of the Company’s common stock (excluding the Delayed Shares), which resulted in the recognition of $ 20 million of goodwill. F-21 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During 2021, total consideration for continuing and discontinued operations related to business acquisitions (excluding the ADT Solar Acquisition) was $ 21 million. 5. DIVESTITURES The Company may decide to divest portions of its business for various reasons, including efforts to focus on its remaining businesses. The Company presents discontinued operations for components of the business that are either disposed of through sale (or qualify as held for sale), abandonment, or spin-off if these actions also represent a strategic shift that has or will have a major effect on the Company’s financial results. Commercial Divestiture As discussed in Note 1 “Description of Business and Summary of Significant Accounting Policies,” as a result of the Commercial Divestiture, the disposal group met the established held for sale criteria during the third quarter of 2023. The Commercial Divestiture supports the Company’s strategic journey and strengthens its financial profile. Furthermore, the Commercial Divestiture represents a strategic shift that has and will continue to have a major effect on the Company’s operations and financial statements, and therefore, the results of operations of the Commercial Business are classified as discontinued operations in the Company’s Consolidated Statements of Operations for the periods presented. As the agreed upon sale price was substantially higher than the carrying value of the Commercial Business, the Company did not record any impairments or adjustments when recognizing the disposal group at the lower of its carrying amount or fair value less cost to sell. As discussed in Note 3 “Segment Information,” the Commercial Business was previously reflected in the Commercial reportable segment. On October 2, 2023, the Company completed the Commercial Divestiture, and received net proceeds of approximately $ 1,585 million, subject to certain customary post-closing adjustments as set forth in the Commercial Purchase Agreement, the majority of which is presented as cash flows from investing activities from discontinued operations. In addition, the Company recognized a pre-tax gain on sale of approximately $ 630 million, which was recognized in income (loss) from discontinued operations. The Company used the majority of the net proceeds for debt redemption, as discussed in Note 8 “Debt.” Refer to Note 13 “Net Income (Loss) per Share” for basic and diluted earnings per share information for discontinued operations. F-22 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following reconciliations represent the major classes of line items of the Commercial Business within the Consolidated Balance Sheets and Consolidated Statements of Operations and certain information within the Consolidated Statements of Cash Flows (excluding proceeds from the sale of business discussed above) for the periods presented. Balance Sheet Information (in thousands) December 31, 2022 Assets Accounts receivable $ 262,757 Inventories, net 104,139 Work-in-progress 68,782 Prepaid expenses and other current assets 34,245 Total current assets of discontinued operations held for sale 469,923 Property and equipment, net 69,777 Subscriber system assets, net 142,763 Intangible assets, net 164,783 Goodwill 336,589 Deferred subscriber acquisition costs, net 88,966 Other assets 82,636 Total assets of discontinued operations held for sale $ 1,355,437 Liabilities Current maturities of long-term debt $ 14,293 Accounts payable 68,855 Deferred revenue 92,784 Accrued expenses and other current liabilities 123,041 Total current liabilities of discontinued operations held for sale 298,973 Long-term debt 9,952 Deferred subscriber acquisition revenue 64,605 Other liabilities 31,713 Total liabilities of discontinued operations held for sale $ 405,243 F-23 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Statements of Operations Information Years Ended December 31, (in thousands) 2023 2022 2021 Revenue $ 1,035,048 $ 1,226,980 $ 1,104,388 Cost of revenue 688,433 839,356 777,388 Selling, general, and administrative expenses 213,514 267,195 247,679 Depreciation and intangible asset amortization 37,691 77,745 75,121 Other income and expense items 19,174 6,016 ( 445 ) Income (loss) from discontinued operations before gain on sale of business and income taxes 76,236 36,668 4,645 Gain on sale of business 629,980 — — Income (loss) from discontinued operations before income taxes 706,216 36,668 4,645 Income tax benefit (expense) ( 178,667 ) ( 10,868 ) ( 1,288 ) Income (loss) from discontinued operations, net of tax $ 527,549 $ 25,800 $ 3,357 Other Cash Flow Information Years Ended December 31, (in thousands) 2023 2022 2021 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and intangible asset amortization $ 37,691 $ 77,745 $ 75,121 Share-based compensation expense $ 11,699 $ 13,069 $ 14,126 Cash flows from investing activities: Subscriber system asset expenditures $ ( 8,902 ) $ ( 29,230 ) $ ( 42,520 ) Purchases of property and equipment $ ( 4,399 ) $ ( 6,885 ) $ ( 5,476 ) Transition Services Agreement In connection with the Commercial Divestiture, the Company entered into a Transition Services Agreement (the “Commercial TSA”), pursuant to which the Company and the Commercial Business will provide certain transitional services relating to ongoing support and other administrative functions to each other for a transitional period of up to 24 months after the closing of the Commercial Divestiture. Commercial TSA fees charged to the Commercial Business represent charges for internal labor as well as certain third-party costs identified in connection with providing such services. Income from the Commercial TSA is recognized in other income (expense), and expenses incurred by the Company to support the transition are recorded based on the nature of the expense. Income from the Commercial TSA was not material during 2023. ADT Brand License and Intellectual Property Rights The Company and GTCR entered into an agreement granting GTCR a license to continue to use the ADT brand and other Company trademarks for a period of twelve months to transition from Company branding (the “Brand License”). The Company has also agreed to a covenant not to assert a claim against GTCR for infringement of the Company's patents as of the Commercial Divestiture for products and services that were used in the Commercial Business prior to the Commercial Divestiture, and has provided GTCR with a paid-up, irrevocable, non-assignable (with limited exceptions) license to continue to use certain software and other Company intellectual property in the same manner. Royalty income is included in other income (expense) and was not material during 2023. F-24 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other Divestitures Other divestiture activity not reflected as discontinued operations includes: During the three months ended September 30, 2023, the Company entered into an Asset Purchase Agreement to sell substantially all of the assets and certain specified liabilities of its Vintage Security business (the “Vintage Security Divestiture”). As a result, the disposal group was classified as held for sale as of September 30, 2023, and the assets and liabilities of the Vintage Security business were reflected as held for sale. In October 2023, the Company completed the sale of its Vintage Security business (the “Vintage Security Divestiture”) for net proceeds of $ 36 million, subject to certain customary post-closing adjustments, and recognized a gain on sale of $ 19 million recognized in SG&A. The results of operations of the Vintage Security business are reflected in the CSB segment through the date of sale. During 2022, proceeds related to disposal activities totaled $ 27 million, resulting in a gain on sale of $ 10 million recognized in SG&A. 6. 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 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 amount of such investment 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 as a component of the Company’s share of earnings or losses of the equity method investee in the current period. Canopy Investment In April 2022, the Company and Ford Motor Company (“Ford”) formed a new entity, SNTNL LLC (“Canopy”), and the Company contributed cash of $ 11 million (the “Initial Contribution”). Since the Initial Contribution, the Company contributed $ 7 million. During the fourth quarter of 2023, the Company sold its shares in Canopy and received $ 21 million in accordance with the terms of the agreement between the Company and Ford, which included a put right under which the Company recovered its full equity investment in Canopy plus a premium (“Canopy Termination”). In addition, the Company recognized a gain of $ 15 million, which is reflected in equity in net earnings (losses) of equity method investees. The Company no longer holds an investment in Canopy. The Company previously accounted for its investment in Canopy under the equity method of accounting as the Company was not the primary beneficiary, and therefore, did not consolidate Canopy’s assets, liabilities, and financial results of operations. In connection with the Canopy Investment, the Company entered into various commercial agreements (the “Canopy Commercial Agreements”). The Company and Canopy are also parties to a trade name licensing agreement. These agreements will terminate effective on December 1, 2024 as a result of the Canopy Termination. The impact to the consolidated financial statements from these agreements is not material. F-25 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill During the periods presented, changes in the carrying amount of goodwill by reportable segment were as follows: (in thousands) CSB Solar Total Balance as of December 31, 2021 $ 4,906,666 $ 694,726 $ 5,601,392 Acquisitions (1) 12,585 17,424 30,009 Impairment — ( 200,974 ) ( 200,974 ) Balance as of December 31, 2022 4,919,251 511,176 5,430,427 Acquisitions (1) 123 — 123 Impairment — ( 511,176 ) ( 511,176 ) Disposition ( 15,475 ) — ( 15,475 ) Balance as of December 31, 2023 $ 4,903,899 $ — $ 4,903,899 ________________ (1) Includes the impact of measurement period adjustments, which were not material during the periods presented. As of December 31, 2023 and December 31, 2022, accumulated goodwill impairment losses totaled $ 712 million and $ 201 million, respectively. As of December 31, 2021, the Company had no accumulated goodwill impairment losses. Other Intangible Assets December 31, 2023 December 31, 2022 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Contracts and related customer relationships (1) $ 5,571,456 $ ( 2,937,245 ) $ 2,634,211 $ 6,739,004 $ ( 4,143,469 ) $ 2,595,535 Dealer relationships (2) 1,518,020 ( 618,154 ) 899,866 1,518,020 ( 538,801 ) 979,219 Other (3) 209,773 ( 199,357 ) 10,416 212,773 ( 193,563 ) 19,210 Total definite-lived intangible assets 7,299,249 ( 3,754,756 ) 3,544,493 8,469,797 ( 4,875,833 ) 3,593,964 Indefinite-lived intangible assets: Trade name (4) 1,333,000 — 1,333,000 1,333,000 — 1,333,000 Intangible assets $ 8,632,249 $ ( 3,754,756 ) $ 4,877,493 $ 9,802,797 $ ( 4,875,833 ) $ 4,926,964 __________________ (1) During 2023, the Company retired $ 1.7 billion of certain customer relationship intangible assets acquired in the ADT Acquisition that became fully amortized. (2) Originated from the Formation Transactions and the ADT Acquisition in 2015 and 2016, respectively. Amortized primarily over 19 years on a straight-line basis based on management estimates about attrition and the longevity of the underlying dealer network that existed at the time of acquisition. (3) Primarily relates to trade names and other technology assets. Amortized over a period of up to 10 years on a straight-line basis. (4) ADT trade name acquired as part of the ADT Acquisition. Contracts and Related Customer Relationships Contracts and related customer relationships comprise contracts with customers purchased under the ADT Authorized Dealer Program (as defined below) or from other third parties as well as customer relationships that originated from business acquisitions. Additionally, the Company maintains a network of agreements with third-party independent alarm dealers who sell alarm equipment and ADT Authorized Dealer-branded monitoring and interactive services to residential end users (the “ADT Authorized Dealer Program”). The dealers in this program generate new end-user contracts with customers which the Company has the right, but not the obligation, to purchase from the dealer. Purchases of contracts with customers under the ADT F-26 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Authorized Dealer Program, or from other third parties, are considered asset acquisitions and are recognized based on the cost to acquire the assets, which may include cash consideration, non-cash consideration, contingent consideration, and directly-attributable transaction costs. The Company may charge back the purchase price of any end-user contract if the contract is canceled during the charge-back period, which is generally thirteen months from the date of purchase. The Company records the amount of the charge back as a reduction to the purchase price. Purchases of contracts with customers under the ADT Authorized Dealer Program, or from other third parties, are accounted for on a pooled basis based on the month and year of acquisition. The Company amortizes its pooled contracts with customers using an accelerated method over the estimated life of the customer relationship, which is 15 years. The accelerated method for amortizing these contracts utilizes an average declining balance rate of approximately 300 % and converts to straight-line methodology when the resulting amortization charge is greater than that from the accelerated method, resulting in an average amortization of approximately 65 % of the pool within the first five years, 25 % within the second five years, and 10 % within the final five years. Customer relationships acquired as part of business acquisitions, which primarily originated from the Formation Transactions and the ADT Acquisition, are amortized over a period of up to 15 years based on management estimates about the amounts and timing of estimated future revenue from customer accounts and average customer account life that existed at the time of the related business acquisition. The change in the net carrying amount of contracts and related customer relationships was as follows: Years Ended December 31, (in thousands) 2023 2022 Beginning balance $ 2,595,535 $ 2,778,922 Customer contract additions, net of dealer charge-backs 564,652 633,431 Amortization ( 525,676 ) ( 819,677 ) Other ( 300 ) 2,859 Ending balance $ 2,634,211 $ 2,595,535 During 2023 and 2022, the weighted-average amortization period for customer contract additions under the ADT Authorized Dealer Program and from other third parties was 15 years and 14 years, respectively. Payments for customer contracts under the ADT Authorized Dealer Program and from other third parties are reflected as dealer generated customer accounts and bulk account purchases on the Consolidated Statements of Cash Flows. During 2023 and 2022, the Company purchased customer accounts from certain other third parties for an aggregate contractual purchase price of $ 109 million and $ 111 million, respectively, subject to reduction based on customer retention. The Company paid initial cash at the closings in the aggregate amounts of $ 89 million and $ 82 million, respectively, which is included in the payments for dealer generated customer accounts and bulk account purchases. Definite-Lived Intangible Asset Amortization Expense Years Ended December 31, (in thousands) 2023 2022 2021 Definite-lived intangible asset amortization expense $ 613,679 $ 911,405 $ 1,185,249 As of December 31, 2023, the estimated aggregate amortization expense on our existing intangible assets is expected to be as follows ( in thousands) : 2024 2025 2026 2027 2028 Thereafter $ 550,057 $ 472,569 $ 416,533 $ 367,642 $ 363,549 $ 1,374,143 F-27 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Goodwill and Indefinite-Lived Intangible Assets Impairment Goodwill and indefinite-lived intangible assets are not amortized and are tested for impairment at least annually as of the first day of the fourth quarter of each year and more often if an event occurs or circumstances change which indicate it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. The Company may perform its impairment test for any reporting unit or indefinite-lived intangible asset through a qualitative assessment or elect to proceed directly to a quantitative impairment test, however, the Company may resume a qualitative assessment in any subsequent period if facts and circumstances permit. Goodwill Under a qualitative approach, the Company assesses whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. If the Company elects to bypass the qualitative assessment for any reporting unit, or if a qualitative assessment indicates it is more-likely-than-not that the estimated fair value of a reporting unit is less than its carrying amount, the Company proceeds to a quantitative approach. Under a quantitative approach, the Company estimates the fair value of a reporting unit and compares it to its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company estimates the fair values of its reporting units using the income approach, which discounts projected cash flows using market participant assumptions. The income approach includes significant assumptions including, but not limited to, forecasted revenue, operating profit margins, Adjusted EBITDA margins, operating expenses, cash flows, perpetual growth rates, and discount rates. The estimated fair value of a reporting unit calculated using the income approach is sensitive to changes in the underlying assumptions. In developing these assumptions, the Company relies 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 and ultimately impact the estimated fair value determinations 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. As a result, there are inherent uncertainties related to these judgments and factors that may ultimately impact the estimated fair value determinations. Except as discussed below within the Solar reporting unit, the Company did not record any goodwill impairment losses during the periods presented. CSB - Based on the results of a quantitative goodwill impairment test as of October 1, 2023, the Company concluded the fair value of the CSB reporting unit substantially exceeded its carrying value. Commercial - As a result of the purchase price of the Commercial Divestiture being substantially in excess of the carrying value of the net assets divested, the Company concluded it is more likely than not that the fair value of the Commercial reporting unit exceeded its carrying value as of October 1, 2023, and the Commercial Divestiture closed on October 2, 2023. Solar Goodwill Impairment During the first, second, and third quarters of 2023, the Company performed interim impairment quantitative assessments on the Solar reporting unit as a result of triggering events as of March 31, 2023, June 30, 2023, and September 30, 2023, and recorded goodwill impairment charges of $ 242 million, $ 181 million, and $ 88 million during the first, second, and third quarters of 2023, respectively. Following the impairments during 2023, the balance of goodwill in the Solar reporting unit was zero . The Company also assessed the recoverability of other long-lived assets related to its Solar business, and impairment charges were not material. In addition, the Company recognized $ 201 million of goodwill impairment charges during the third quarter of 2022. These goodwill impairments were a result of continued deterioration of industry conditions and macroeconomic decline as well as ADT Solar’s underperformance of operating results in successive quarters relative to expectations, and for the third quarter of 2023, as a result of the Company’s then recent plan to close a significant number of branches that operated the Solar business along with the associated headcount reductions. F-28 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Indefinite-Lived Intangible Assets Under a qualitative approach, the impairment test for an indefinite-lived intangible asset consists of an assessment of whether it is more-likely-than-not that an asset’s fair value is less than its carrying amount. If the Company elects to bypass the qualitative assessment for any indefinite-lived intangible asset, or if a qualitative assessment indicates it is more-likely-than-not that the estimated carrying amount of such asset exceeds its fair value, the Company proceeds to a quantitative approach. Under a quantitative approach, the Company estimates the fair value of an asset and compares it to its carrying amount. If the carrying amount exceeds fair value, an impairment loss is recognized in an amount equal to that excess. The fair value of an indefinite-lived intangible asset is determined based on the nature of the underlying asset. The Company’s only indefinite-lived intangible asset is the ADT trade name. The fair value of the ADT trade name is determined under a relief from royalty method, which is an income approach that estimates the cost savings that accrue to the Company that it would otherwise have to pay in the form of royalties or license fees on revenue earned through the use of the asset. The utilization of the relief from royalty method requires the Company to make significant assumptions including revenue growth rates, the implied royalty rate, and the discount rate. As of October 1, 2023, the Company quantitatively tested the ADT trade name for impairment. Based on the results of the October 1, 2023 test, the Company did not record any impairment losses associated with the ADT trade name, and the estimated fair value of the trade name substantially exceeded its carrying amount. During 2022 and 2021, the Company did not record any impairment losses on its indefinite lived intangible assets. Definite-Lived Intangible Asset Impairment Definite-lived intangible asset impairments were not material during 2023 and 2022. During the first quarter of 2021, the Company recognized $ 18 million in impairment losses on its other definite-lived intangible assets primarily due to lower than expected benefits from the Cell Bounce developed technology intangible asset, which is included in the CSB segment, as a result of the worldwide shortages for certain electronic components at that time. The fair value was determined using an income-based approach, and the loss is reflected in merger, restructuring, integration, and other. F-29 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. DEBT The Company’s debt is comprised of the following (in thousands) : Interest Payable Balance as of December 31, Debt Description Issued Maturity Interest Rate (1) 2023 2022 First Lien Term Loan due 2026 9/23/2019 9/23/2026 Term SOFR +2.75% Quarterly $ — $ 2,730,269 First Lien Term Loan B due 2030 10/13/2023 10/13/2030 Term SOFR +2.50% Quarterly 1,375,000 — Term Loan A Facility 3/14/2023 3/14/2028 Term SOFR +2.25% Quarterly 625,625 — 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 99,999 750,000 First Lien Notes due 2026 4/4/2019 4/15/2026 5.750 % 3/15 and 9/15 1,350,000 1,350,000 First Lien Notes due 2027 8/20/2020 8/31/2027 3.375 % 6/15 and 12/15 1,000,000 1,000,000 First Lien Notes due 2029 7/29/2021 8/1/2029 4.125 % 2/1 and 8/1 1,000,000 1,000,000 ADT Notes due 2023 1/14/2013 6/15/2023 4.125 % 6/15 and 12/15 — 700,000 ADT Notes due 2032 5/2/2016 7/15/2032 4.875 % 1/15 and 7/15 728,016 728,016 ADT Notes due 2042 7/5/2012 7/15/2042 4.875 % 1/15 and 7/15 21,896 21,896 2020 Receivables Facility (2) 3/5/2020 11/20/2028 Various Monthly 436,004 354,741 Other debt (3) 751 2,446 Total debt principal, excluding finance leases 7,937,291 9,937,368 Plus: Finance lease obligations (4) 87,161 70,643 Less: Unamortized debt discount, net ( 15,005 ) ( 13,415 ) Less: Unamortized deferred financing costs ( 39,620 ) ( 50,896 ) Less: Unamortized purchase accounting fair value adjustment and other ( 125,866 ) ( 139,357 ) Total debt 7,843,961 9,804,343 Less: Current maturities of long-term debt, net of unamortized debt discount ( 320,612 ) ( 857,624 ) Long-term debt $ 7,523,349 $ 8,946,719 __________________ (1) Interest rate as of December 31, 2023 . In June 2023, the Secured Overnight Financing Rate (“SOFR”) replaced the forward London Interbank Offered Rate (“LIBOR”) as the applicable benchmark rate for all applicable existing and future issuances of the Company’s debt instruments with a variable rate component. Interest on the 2020 Receivables Facility is primarily based on SOFR + 0.95 % and Cost of Funds (“COF”) + 0.85 %. (2) Maturity date for the 2020 Receivables Facility represents the final maturity of date of current loans borrowed under the facility. (3) Other debt primarily consists of vehicle loans at various interest rates and maturities. (4) Refer to Note 15 “Leases” for additional information regarding the Company’s finance leases. 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”) includes a term loan facility and the First Lien Revolving Credit Facility. Prime Security Services Holdings, LLC (“Holdings”), a Delaware limited liability company and a wholly owned indirect 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 “Borrowers”), are parties to the First Lien Credit Agreement as holdings and borrowers respectively. In October 2023, the Company redeemed approximately $ 1.3 billion of the existing term loan facility (the “First Lien Term Loan due 2026”) using net proceeds from the Commercial Divestiture. In addition, in October 2023, the Company refinanced the remaining outstanding balance of the First Lien Term Loan due 2026 with a new $ 1,375 million 7 -year term loan B due 2030 (the “First Lien Term Loan B due 2030”). F-30 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The First Lien Term Loan B due 2030 requires scheduled quarterly amortization payments, commencing on March 31, 2024, equal to 0.25 % of the original principal amount of the First Lien Term Loan B due 2030, with the remaining balance payable at maturity. The Borrowers may make voluntary prepayments on the First Lien Term Loan B due 2030 at any time prior to maturity at par, subject to a 1.00 % prepayment premium in the event of certain specified refinancing events at any time during the first six months after the Closing Date. Additionally, the Borrowers are required to make annual prepayments on the outstanding First Lien Term Loan due 2030 with a percentage of the Company’s excess cash flow, as defined in the First Lien Credit Agreement, if the excess cash flow exceeds a certain specified threshold. As of December 31, 2023, the Borrowers were not required to make an annual prepayment based on the Company’s excess cash flow. The First Lien Term Loan B due 2030 bears interest at a rate equal to, at the Prime Borrower’s option, either (a) a term SOFR rate (“Term SOFR”) with a floor of zero 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 United States and (iii) the one-month adjusted term SOFR plus 1.00 % per annum (“Base Rate”), in each case, plus an applicable margin of 2.50 % per annum for Term SOFR loans and 1.50 % per annum for Base Rate loans. Prime Borrower has elected the Term SOFR alternative to apply to borrowings of the First Lien Term Loan B due 2030. The First Lien Term Loan due 2026 had an interest rate calculated as, at Prime Borrower’s option, either (a) SOFR determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs (“Adjusted SOFR”) with a floor of 0.75 % or (b) a 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) one-month adjusted SOFR plus 1.00 % per annum (“Base Rate”), in each case, plus the applicable margin of 2.75 % for Adjusted SOFR loans and 1.75 % fo r Base Rate loans and is payable on each interest payment date, at least quarterly, in arrears. The applicable margin for borrowings under the First Lien Revolving Credit Facility is 2.75 % for Term SOFR loans (subject to a credit spread adjustment) and 1.75 % for Base Rate loans, in each case, subject to adjustment pursuant to a leverage-based pricing grid. In addition, the Borrowers are required to pay a commitment fee between 0.375 % and 0.50 % (determined based on a net first lien leverage ratio) with respect to the unused commitments under the First Lien Revolving Credit Facility. Indebtedness incurred under the First Lien Credit Agreement is gu aranteed, 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 is 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. Significant amendments and restatements related to the First Lien Credit Agreement during the periods presented were as follows: • January 2021: Refinanced the First Lien Term Loan due 2026, which reduced the applicable margin for Adjusted LIBOR loans from 3.25 % to 2.75 % and reduced the floor from 1.00 % to 0.75 %, as well as reinstated quarterly principal payments. • July 2021: Extended the maturity date of the First Lien Revolving Credit Facility to June 23, 2026, subject to certain conditions, and obtained an additional $ 175 million of commitments. • October 2023: Refinanced the remaining outstanding balance of the First Lien Term Loan due 2026 with the First Lien Term Loan B due 2030. Both the proceeds and repayments of long-term debt on the Consolidated Statements of Cash Flows include the impact of $ 230 million from the refinancing. First Lien Revolving Credit Facility Borrowings and repayments under the First Lien Revolving Credit Facility during the periods presented were as follows: • 2023: There were no borrowings or repayments. • 2022: The Company borrowed $ 550 million and repaid $ 575 million. • 2021: The Company borrowed $ 185 million and repaid $ 160 million in connection with the ADT Solar Acquisition. As of December 31, 2023, the Company had $ 575 million in available borrowing capacity under the First Lien Revolving Credit Facility. F-31 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Term Loan A Facility On March 14, 2023, Holdings, Prime Borrower, and The ADT Corporation (Prime Borrower and The ADT Corporation in such capacity, 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 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”). The Company used the proceeds from the Closing Date Term Loan A Loans to redeem $ 600 million outstanding principal amount of the Company’s 4.125 % senior notes due June 15, 2023 (the “ADT Notes due 2023”). Also on March 14, 2023, Holdings, the Term Loan A Borrowers, the subsidiary loan parties thereto, Barclays Bank PLC, and the lender party thereto entered into an amendment to the Term Loan A Credit Agreement, pursuant to which the lender party thereto 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 Loans”) under the Term Loan A Facility on or before the scheduled maturity date of the ADT Notes due 2023. On June 15, 2023, the Company borrowed the Incremental Term Loan A Loans and used the proceeds to complete the redemption of $ 50 million of the ADT Notes due 2023. The Incremental Term Loan A Loans have the same terms as, and constitute one class with, the Closing Date Term Loan A Loans. 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 quarterly amortization payments, which commenced on June 30, 2023, equal to 1.25 % of the original principal amount of the Term Loan A Facility, with the balance payable at maturity. The Term Loan A 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 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 substantially all of Prime Borrower’s wholly owned material domestic subsidiaries, and by Prime Borrower’s direct parent on a limited recourse basis, and is 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 is subject to customary mandatory prepayment provisions, covenants, and restrictions, including a financial maintenance covenant requiring the Term Loan A Borrowers to comply as of the last day of each fiscal quarter with a specified maximum consolidated net first lien leverage ratio. Second Lien Notes due 2028 The Company’s 6.250 % second-priority senior secured notes due 2028 (the “Second Lien Notes due 2028”) are due at maturity, and since January 15, 2023, the Second Lien Notes due 2028 may be redeemed at the Company’s option in whole at any time or in part from time to time, at a redemption price equal to 103.125 % of the principal amount of the Second Lien Notes due 2028 redeemed and accrued and unpaid interest as of, but excluding, the redemption date. The redemption price decreased to 101.563 % as of January 15, 2024 and decreases to 100 % on or after January 15, 2025. The Company’s obligations relating to the Second Lien Notes due 2028 are guaranteed, jointly and severally, on a senior secured second-priority basis, by substantially all of the Company’s domestic subsidiaries and are secured by second-priority security interests in substantially all of the assets of the Company’s domestic subsidiaries, subject to certain permitted liens and exceptions. Additionally, upon the occurrence of specified change of control events, the Company must offer to repurchase the Second Lien Notes due 2028 at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date. F-32 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The indenture governing the Second Lien Notes due 2028 also provides for customary events of default. First Lien Notes due 2024 and First Lien Notes due 2026 The Company’s 5.250 % first-priority senior secured notes due 2024 (the “First Lien Notes due 2024”) and the Company’s 5.750 % first-priority senior secured notes due 2026 (the “First Lien Notes due 2026”) are due at maturity, and may be redeemed, in whole or in part, at any time at a make-whole premium plus accrued and unpaid interest to, but excluding, the redemption date. The First Lien Notes due 2024 and the First Lien Notes due 2026 are guaranteed, jointly and severally, on a senior secured first-priority basis, by each of the Company’s existing and future direct or indirect wholly-owned material domestic subsidiaries that guarantee the First Lien Credit Agreement. Upon the occurrence of specified change of control events, the Company must offer to repurchase the notes at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date. The indentures governing the First Lien Notes due 2024 and First Lien Notes due 2026 also provide for customary events of default. Significant activity related to the First Lien Notes due 2024 during the periods presented was as follows: • May 2023: The Company redeemed $ 150 million principal amount of the outstanding First Lien Notes due 2024 for a redemption price of $ 150 million, excluding accrued and unpaid interest, using cash on hand. • December 2023: The Company redeemed $ 500 million principal amount of the outstanding First Lien Notes due 2024 for a redemption price of $ 500 million, excluding accrued and unpaid interest, using remaining net proceeds from the Commercial Divestiture and cash on hand. First Lien Notes due 2027 T he Company’s 3.375 % first-priority senior secured notes due 2027 (the “First Lien Notes due 2027”) are due at maturity and may be redeemed at the Company’s option as follows: • Prior to August 31, 2026, in whole at any time or in part from time to time, at a make-whole premium plus accrued and unpaid interest, if any, thereon to the redemption date. • On or after August 31, 2026, in whole at any time or in part from time to time, at a redemption price equal to 100 % of the principal amount of the First Lien Notes due 2027 redeemed plus accrued and unpaid interest, if any, thereon to the redemption date. The Company’s obligations relating to the First Lien Notes due 2027 are guaranteed, jointly and severally, on a senior secured first-priority basis, by each of the Company’s domestic subsidiaries that guarantees its First Lien Credit Agreement and by each of the Company’s future domestic subsidiaries that guarantees certain of the Company’s debt. The First Lien Notes due 2027 and the related guarantees are secured by first-priority security interests in substantially all of the tangible and intangible assets owned by the issuers and each guarantor, subject to certain permitted liens and exceptions. Upon the occurrence of specified change of control events, the Company must offer to repurchase the notes at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date. The indenture governing the First Lien Notes due 2027 also provides for customary events of default. First Lien Notes due 2029 In July 2021, the Company issued $ 1.0 billion aggregate principal amount of 4.125 % first-priority senior secured notes due 2029 (the “First Lien Notes due 2029”). The First Lien Notes due 2029 will mature on August 1, 2029, with semi-annual interest payment dates of February 1 and August 1 of each year, beginning February 1, 2022, and may be redeemed at the Company’s option as follows: F-33 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • Prior to August 1, 2028, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100 % of the principal amount of the First Lien Notes due 2029 to be redeemed and (ii) the sum of the present values of the aggregate principal amount of the First Lien Notes due 2029 to be redeemed and the remaining scheduled interest payments due on any date after the redemption date, to and including August 1, 2028, discounted at an adjusted treasury rate plus 50 basis points, plus, in either case accrued and unpaid interest as of, but excluding, the redemption date. • On or after August 1, 2028, in whole at any time or in part from time to time, at a redemption price equal to 100 % of the principal amount of the First Lien Notes due 2029 to be redeemed and accrued and unpaid interest as of, but excluding, the redemption date. The Company’s obligations relating to the First Lien Notes due 2029 are guaranteed, jointly and severally, on a senior secured first-priority basis, by substantially all of the Company’s subsidiaries and are secured by first-priority security interests in substantially all of the assets of the Company’s domestic subsidiaries, subject to certain permitted liens and exceptions. Upon the occurrence of specified change of control events, the Company may be required to purchase the notes at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date. The indenture governing the First Lien Notes due 2029 also provides for customary events of default. ADT Notes In connection with the ADT Acquisition, the Company entered into supplemental indentures to notes originally issued by The ADT Corporation (collectively, the “ADT Notes”) providing for each series of ADT Notes to benefit from (i) guarantees by substantially all of the Company’s domestic subsidiaries and (ii) first-priority senior security interests, subject to permitted liens, in substantially all of the existing and future assets of the Company’s domestic subsidiaries. As a result, these notes remained outstanding and became obligations of the Company. The remaining outstanding ADT Notes are due at maturity, and may be redeemed, in whole at any time or in part from time to time, at a redemption price equal to the principal amount of the notes to be redeemed, plus a make-whole premium, plus accrued and unpaid interest as of, but excluding, the redemption date. Additionally, upon the occurrence of specified change of control events, the Company must offer to repurchase the ADT Notes at 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date. The indentures governing the ADT Notes also provide for customary events of default. Significant activity related to the ADT Notes during the periods presented was as follows: • ADT Notes due 2022: In August 2021, the Company used the proceeds from the First Lien Notes due 2029, along with cash on hand, to (i) redeem all of the $ 1.0 billion outstanding aggregate principal amount of the Company’s 3.50 % notes due 2022 (the “ADT Notes due 2022”) for approximately $ 1.0 billion, including the related call premium of $ 28 million, plus accrued and unpaid interest, and (ii) pay related fees and expenses (the “ADT Notes due 2022 Redemption”). • ADT Notes due 2023: In March 2023, the Company used the proceeds from the Closing Date Term Loan A Loans to redeem $ 600 million outstanding principal amount of the ADT Notes due 2023 for a total redemption price of $ 600 million, excluding any accrued and unpaid interest. In June 2023, the Company redeemed the remaining outstanding principal amount of $ 100 million for a total redemption price of $ 100 million using $ 50 million of proceeds from the Incremental Term Loan A Loans and the remaining from cash on hand. F-34 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2020 Receivables Facility During March 2020, the Company entered into the 2020 Receivables Facility, as amended, whereby 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”). The SPE grants a security interest in those retail installment contract receivables as collateral for cash borrowings under the 2020 Receivables Facility. The SPE borrower under the 2020 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 2020 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 2020 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 2020 Receivables Facility. Significant amendments to the 2020 Receivables Facility were as follows: • March 2021: Extended the scheduled termination date for the uncommitted revolving period to March 2022, and reduced the spread over LIBOR payable in respect of borrowings thereunder from 1.00 % to 0.85 %, among other things. • July 2021: The 2020 Receivables Facility was amended into the form of a Receivables Financing Agreement, which continued the uncommitted secured lending arrangement contemplated among the parties and, among other things, provided for certain revisions to funding, prepayment, reporting, and other provisions in preparation for a potential future syndication of the advances made under the 2020 Receivables Facility. • October 2021: Further amended the documentation governing the 2020 Receivables Facility in connection with the syndication of the advances thereunder to two additional lenders: MUFG Bank, Ltd. and Starbird Funding Corporation (a conduit lender related to BNP Paribas). As part of the amendment, the 2020 Receivables Facility’s uncommitted lending limit was increased from $ 200 million to $ 400 million, and the scheduled termination date for the 2020 Receivable Facility’s uncommitted revolving period was extended from March 2022 to October 2022. • May 2022: Changed the benchmark rate from 1-month LIBOR to Daily SOFR, 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. • March 2023: Increased the borrowing capacity from $ 400 million to $ 500 million and extended the uncommitted revolving period from May 2023 to March 2024, among other things. 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 SPE’s name. On a monthly basis, the segregated account is utilized to make required principal, interest, and other payments due under the 2020 Receivables Facility. The segregated account is considered restricted cash. Proceeds and repayments from the 2020 Receivables Facility are presented on the Consolidated Statements of Cash Flows. During 2021, both the proceeds and repayments from the 2020 Receivables Facility include the non-cash impact of approximately $ 88 million from the 2020 Receivables Facility amendment in October 2021. The 2020 Receivables Facility did not have a material impact to the Consolidated Statements of Operations during the periods presented. As of December 31, 2023, the Company had an uncommitted available borrowing capacity of $ 64 million under the 2020 Receivables Facility. F-35 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Variable Interest Entity The SPE, as described above, 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. As such, the SPE’s assets, liabilities, and financial results of operations are consolidated in the Company’s consolidated financial statements. As of December 31, 2023 and 2022, the SPE’s assets and liabilities primarily consisted of unbilled retail installment contract receivables, net, of $ 610 million and $ 506 million, respectively, and borrowings under the 2020 Receivables Facility as presented above. Solar Receivables Facility On August 2, 2023, Compass Solar Group, LLC (“Compass”) and ADT Solar Finance LLC (“ADT Solar Finance”), each an indirect wholly-owned subsidiary of ADT Inc. entered into a Receivables Financing Agreement with Mizuho Bank, Ltd. (the “Solar Receivables Financing Agreement”) to finance receivables generated by the installation of residential solar systems. The Solar Receivables Financing Agreement, among other things, provides for an uncommitted revolving loan facility in the aggregate principal amount of up to $ 300 million, which loans are secured by substantially all the assets of ADT Solar Finance (the “Solar Receivables Facility”). The Solar Receivables Financing Agreement has an initial revolving period of one year (which may be extended by agreement of the parties) followed by an amortization period of 300 months to maturity where all collections on the receivables during such period will be applied to prepay the loan until reduced to zero, which will occur only if the Solar Receivables Financing Agreement is not mutually extended on a revolving basis. The interest rate under the Solar Receivables Financing Agreement is the sum of (x) term SOFR (plus a credit adjustment spread of 0.1 %) plus (y) 1.0 % (increased to 3.5 % after the termination date) or, with respect to loans funded by a Conduit Lender (as defined in the Solar Receivables Financing Agreement), the sum of (x) the applicable rate set forth in the Receivables Financing Agreement plus (y) 1.0 % (increased to 3.5 % after the termination date). In connection with such Solar Receivables Financing Agreement, certain other agreements relating to the transaction were entered into, including ADT Solar Finance’s limited liability company agreement; a Receivables Sale Agreement between Compass and ADT Solar Finance, pursuant to which Compass sells such receivables from time to time to ADT Solar Finance; a Performance Support Agreement entered into by ADT Inc., pursuant to which ADT Inc. guaranteed certain obligations under the Solar Receivables Financing Agreement; and related transaction documents and certain account control agreements and security agreements. As of December 31, 2023, we have not borrowed any amounts under the Solar Receivables Facility. Debt Covenants Our credit agreements and indentures associated with the borrowings above contain certain covenants and restrictions that limit the Company’s ability to, among other things: (a) incur additional debt or issue certain preferred equity interests; (b) create liens on certain assets; (c) make certain loans or investments (including acquisitions); (d) pay dividends on or make distributions in respect of the capital stock or make other restricted payments; (e) consolidate, merge, sell, or otherwise dispose of all or substantially all of the Company’s assets; (f) sell assets; (g) enter into certain transactions with affiliates; (h) enter into sale-leaseback transactions; (i) restrict dividends from the Company’s subsidiaries or restrict liens; (j) change the Company’s fiscal year; and (k) modify the terms of certain debt or organizational agreements. Our credit agreements and indentures associated with the borrowings above also provide for customary events of default. The Company is subject to a springing financial maintenance covenant under the First Lien Credit Agreement, which requires the Company to not exceed a specified first lien leverage ratio at the end of each fiscal quarter if the testing conditions are satisfied. The covenant is tested if the outstanding loans under the First Lien Revolving Credit Facility, subject to certain exceptions, exceed 30 % of the total commitments under the First Lien Revolving Credit Facility as of the last day of any fiscal quarter. The Company is subject to a financial maintenance covenant under the Term Loan A Credit Agreement requiring the Term Loan A Borrowers to comply as of the last day of each fiscal quarter with a specified maximum consolidated net first lien leverage ratio. As of December 31, 2023, we were in compliance with all financial covenant and other maintenance tests for all our debt obligations. F-36 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Loss on Extinguishment of Debt Loss on extinguishment of debt includes the payment of call and redemption premiums, the write-off of unamortized deferred financing costs and discounts, and certain other expenses associated with extinguishment of debt. During the periods presented, loss on extinguishment of debt was as follows: • 2023: Totaled $ 17 million and was primarily due to the write-off of unamortized discount and debt issuance costs associated with the partial redemption of the First Lien Term Loan due 2026 and the refinancing of the First Lien Term Loan due 2026. • 2022: Loss on extinguishment of debt was not material. • 2021: Totaled $ 37 million and was primarily due to the call premium and write-off of unamortized fair value adjustments in connection with the ADT Notes due 2022 Redemption. Additional fees and other costs associated with financing transactions were not material during 2023, 2022, or 2021. Other As of December 31, 2023, the aggregate annual maturities of debt, excluding finance leases, were as follows: (in thousands) 2024 2025 2026 2027 2028 Thereafter Total Debt principal $ 286,678 $ 113,375 $ 2,862,193 $ 1,107,818 $ 1,817,288 $ 1,749,939 $ 7,937,291 Interest expense (excluding interest income) on the Company’s debt, including finance leases, and interest rate swap contracts presented within interest expense, net, was $ 588 million, $ 278 million, and $ 457 million during 2023, 2022, and 2021, respectively. Interest expense presented in other income (expense) was not material during 2023. 9. DERIVATIVE FINANCIAL INSTRUMENTS The Company's derivative financial instruments primarily consist of 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 and interest rate swaps. All interest rate swap contracts are reported in the Consolidated Balance Sheets at fair value. For interest rate swap contracts that are: • Not designated as cash flow hedges: Unrealized gains and losses are recognized in interest expense, net, and other income (expense) depending on the nature of the underlying that the swaps are economically hedging. • Designated as cash flow hedges: 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. For interest rate swap contracts that have been de-designated as cash flow hedges and for which forecasted cash flows are: • Probable or reasonably possible of occurring: Unrealized gains and losses previously recognized as a component of AOCI are reclassified into interest expense, net, in the same period in which the related interest on variable-rate debt affects earnings through the original maturity date of the related interest rate swap contracts. • Probable of not occurring: Unrealized gains and losses previously recognized as a component of AOCI are immediately reclassified into interest expense, net. The cash flows associated with interest rate swap contracts that contain an other-than-insignificant financing element at inception are reflected as cash flows from financing activities. The cash flows associated with interest rate swap contracts that were entered into with the intention of offsetting the economic overhedged position of a portion of our existing interest rate swaps are reflected as cash flows from investing activities. As these swaps were executed during December, there were no payments during 2023. F-37 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Interest Rate Swaps : In October 2019, and in connection with the refinancing of variable-rate debt under the First Lien Credit Agreement in September 2019, the Company terminated interest rate swap contracts with an aggregate notional amount of $ 3.8 billion, of which $ 2.8 billion were designated as cash flow hedges, and concurrently entered into new LIBOR-based interest rate swap contracts, which were, at the time, designated as cash flow hedges, with an aggregate notional amount of $ 2.8 billion and maturity of September 2026. Additionally, the new interest rate swap terms represented a blend of the current interest rate environment and the unfavorable positions of the terminated interest rate swap contracts, which resulted in an other-than-insignificant financing element at inception of the new cash flow hedges due to off-market terms. Beginning in March 2020, the Company's interest rate swap contracts previously designated as cash flow hedges were no longer highly effective as a result of changes in the interest rate environment. Accordingly, the Company de-designated the cash flow hedges, and the unrealized gains and losses for the period in which these cash flow hedges were no longer highly effective were recognized in interest expense, net. Unrealized losses previously recognized as a component of AOCI prior to de-designation are being reclassified into interest expense, net, in the same period in which the related interest on variable-rate debt affects earnings through the maturity dates of the interest rate swap contracts, as the forecasted cash flows are probable or reasonably possible of occurring. During 2023, the Company recorded $ 25 million to interest expense, net associated with the reclassification from AOCI of historical losses related to the de-designated interest rate swaps for which the cash flows were probable of not occurring as a result of the partial redemption of the Company’s First Lien Term Loan due 2026. As of December 31, 2023, AOCI associated with previously designated cash flow hedges that is estimated to be reclassified to interest expense, net, within the next twelve months is not material. In March and April 2023, the Company entered into floating-to-fixed interest rate swaps with an aggregate notional amount of $ 300 million to partially hedge the Term Loan A Facility. In December 2023, the Company entered into interest rate swaps with an aggregate notional amount of $ 700 million to offset the excess notional interest rate swaps as a result of the partial redemption of the First Lien Term Loan due 2026. The changes in fair value associated with these swaps and the excess swaps are reflected in other income (expense). The Company’s interest rate swaps consist of the following: (in thousands) December 31, Execution Maturity Designation 2023 2022 October 2019 September 2026 Not designated $ 2,800,000 $ 2,800,000 March 2023 March 2028 Not designated 100,000 — April 2023 March 2028 Not designated 200,000 — December 2023 September 2026 Not designated 700,000 — Total notional amount $ 3,800,000 $ 2,800,000 Fair Value of Interest Rate Swaps: December 31, Balance Sheet Classification (in thousands) 2023 2022 Prepaid expenses and other current assets $ 74,974 $ 78,110 Other assets $ 76,493 $ 105,405 Accrued expenses and other current liabilities $ 5,312 $ — Other liabilities $ 1,325 $ — F-38 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unrealized Gain (Loss) on Interest Rate Swaps: Years Ended December 31, Statement of Operations Classification (in thousands) 2023 2022 2021 Interest expense, net $ ( 22,174 ) $ 301,851 $ 157,505 Other income (expense) $ ( 16,511 ) $ — $ — Changes in and Reclassifications out of AOCI: (in thousands) Cash Flow Hedges Balance as of December 31, 2020 $ ( 117,501 ) Pre-tax current period change 60,948 Income tax benefit (expense) ( 14,714 ) Balance as of December 31, 2021 ( 71,267 ) Pre-tax current period change 33,946 Income tax benefit (expense) ( 8,192 ) Balance as of December 31, 2022 ( 45,513 ) Pre-tax current period change 42,295 Income tax benefit (expense) ( 10,166 ) Balance as of December 31, 2023 $ ( 13,383 ) 10. INCOME TAXES The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the temporary differences between the recognition of revenue and expenses for income tax and financial reporting purposes and between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. The Company records the effect of a tax rate or law change on the Company’s deferred tax assets and liabilities in the period of enactment. The amounts and related disclosures below are based on the continuing operations of the Company. Components of Income Before Taxes Years Ended December 31, (in thousands) 2023 2022 2021 United States $ ( 69,539 ) $ 146,434 $ ( 478,148 ) Foreign 3,012 2,712 2,314 Income (loss) from continuing operations before income taxes and equity in net earnings (losses) of equity method investee $ ( 66,527 ) $ 149,146 $ ( 475,834 ) F-39 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Components of Income Tax Benefit (Expense) Years Ended December 31, (in thousands) 2023 2022 2021 Current: Federal $ ( 358 ) $ ( 184 ) $ ( 174 ) State ( 23,434 ) ( 23,906 ) ( 9,740 ) Foreign ( 923 ) ( 691 ) ( 570 ) Current income tax benefit (expense) ( 24,715 ) ( 24,781 ) ( 10,484 ) Deferred: Federal ( 1,558 ) ( 35,720 ) 98,880 State 21,883 23,222 43,487 Foreign ( 195 ) ( 403 ) ( 226 ) Deferred income tax benefit (expense) 20,130 ( 12,901 ) 142,141 Income tax benefit (expense) $ ( 4,585 ) $ ( 37,682 ) $ 131,657 Effective Tax Rate Reconciliation Reconciliations between the actual effective tax rate on continuing operations and the statutory U.S. federal income tax rate were as follows: Years Ended December 31, 2023 2022 2021 Statutory federal tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefits ( 9.4 ) % 6.8 % 2.7 % Non-U.S. tax ( 2.0 ) % 0.8 % ( 0.2 ) % Non-deductible and non-taxable charges (1) ( 9.5 ) % 13.3 % 0.4 % Valuation allowance — % ( 1.6 ) % 0.5 % Unrecognized tax benefits 8.7 % ( 6.1 ) % — % Share-based compensation 0.2 % ( 1.7 ) % 0.6 % Non-deductible goodwill on dispositions ( 5.9 ) % — % — % Federal credits 5.6 % ( 8.0 ) % — % Acquisitions and dispositions 8.0 % ( 0.5 ) % 1.2 % Legislative changes ( 5.1 ) % ( 5.7 ) % 0.8 % Non-deductible goodwill impairment ( 22.8 ) % 4.0 % — % Prior year return adjustments 5.2 % 2.9 % 0.3 % Other ( 0.9 ) % 0.1 % 0.4 % Effective tax rate ( 6.9 ) % 25.3 % 27.7 % ___________________ (1) During 2022, primarily represents the impact related to the fair value adjustment of the Forward Contract. F-40 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred Tax Assets and Deferred Tax Liabilities The components of the Company's net deferred tax assets (liabilities) were as follows : December 31, (in thousands) 2023 2022 Deferred tax assets: Accrued liabilities and reserves $ 90,351 $ 117,488 Tax loss and credit carryforwards 132,230 468,209 Disallowed interest carryforward 150,492 185,080 Deferred revenue 225,499 187,766 Other 113,095 95,008 Total deferred tax assets 711,667 1,053,551 Valuation allowance ( 12,264 ) ( 57,715 ) Deferred tax assets, net of valuation allowance $ 699,403 $ 995,836 Deferred tax liabilities: Subscriber system assets $ ( 761,203 ) $ ( 766,067 ) Intangible assets ( 893,292 ) ( 1,023,895 ) Other ( 71,196 ) ( 97,772 ) Total deferred tax liabilities ( 1,725,691 ) ( 1,887,734 ) Net deferred tax assets (liabilities) $ ( 1,026,288 ) $ ( 891,898 ) The valuation allowance for deferred tax assets relates to the uncertainty of the utilization of certain U.S. federal and state deferred tax assets. In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence, which includes its past operating results, the existence of cumulative losses in the most recent years, and its forecast of future taxable income. In estimating future taxable income, the Company develops assumptions related to the amount of future pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage its underlying businesses. The Company believes that it is more-likely-than-not that it will generate sufficient future taxable income to realize its deferred tax assets, net of valuation allowance. The changes in the valuation allowance for deferred tax assets were as follows: Years Ended December 31, (in thousands) 2023 2022 2021 Beginning balance $ ( 57,715 ) $ ( 60,157 ) $ ( 68,013 ) Income tax benefit (expense) (1) 43,277 2,428 2,378 Write-offs and other 2,174 14 5,478 Ending balance $ ( 12,264 ) $ ( 57,715 ) $ ( 60,157 ) __________________ (1) During 2023, the change is primarily related to the utilization of capital loss carryforwards against which a valuation allowance was previously recorded. The utilization is attributable to capital gains generated in connection with the Commercial Divestiture. As of December 31, 2023, the Company had approximately $ 242 million of U.S. federal net operating loss (“NOL”) carryforwards with expiration periods between 2036 and 2042. Although future utilization will depend on the Company’s actual profitability and the result of income tax audits, the Company anticipates that the majority of its U.S federal NOL carryforwards will be fully utilized prior to expiration. Most of the Company’s U.S. federal NOL carryforwards are subject to limitation due to “ownership changes,” which have occurred under Internal Revenue Code (“IRC”) Section 382. The Company does not, however, expect that this limitation will impact its ability to utilize the U.S. federal NOL carryforwards. As of December 31, 2023, the Company’s valuation allowance for deferred tax assets was primarily related to capital loss carryforwards in Canada primarily generated in connection with the sale of ADT Canada during 2019. F-41 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Tax Cuts and Jobs Act of 2017 introduced IRC Section 163(j), which limits the deductibility of interest expense and allows for the excess to be carried forward indefinitely. As of December 31, 2023, the Company has not recorded a valuation allowance against the disallowed interest carryforward as the Company believes it has sufficient sources of future taxable income to realize the related tax benefit. Unrecognized Tax Benefits The Company recognizes positions taken or expected to be taken in a tax return in the consolidated financial statements when it is more-likely-than-not (i.e., a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit with greater than 50% likelihood of being realized upon ultimate settlement. The Company records liabilities for positions that have been taken but do not meet the more-likely-than-not recognition threshold. The Company adjusts the liabilities for unrecognized tax benefits in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a change to the estimated liabilities. The Company includes interest and penalties associated with unrecognized tax benefits as income tax expense and as a component of the recorded balance of unrecognized tax benefits, which is reflected in other liabilities, or net of related tax loss carryforwards in the Consolidated Balance Sheets. Interest and penalties associated with unrecognized tax benefits were not material to the Company's consolidated financial statements for the periods presented. The following is a roll-forward of unrecognized tax benefits: Years Ended December 31, (in thousands) 2023 2022 2021 Beginning balance $ 56,177 $ 66,221 $ 65,990 Gross increase related to prior year tax positions 517 5,063 373 Decreases related to lapse of statute of limitation ( 7,871 ) ( 15,107 ) ( 142 ) Ending balance $ 48,823 $ 56,177 $ 66,221 The Company’s unrecognized tax benefits relate to tax years that are subject to audit by the taxing authorities in the U.S. federal, state and local, and foreign jurisdictions. Based on the current tax statutes and status of its income tax audits, the Company expects approximately $ 29 million of its unrecognized tax benefits to be resolved in the next twelve months. Open Tax Years by Jurisdiction Jurisdiction Years Open to Audit Federal 2020 - 2022 State 2017 - 2022 Canada 2019 - 2022 The Company files a consolidated return for its U.S. entities and separate returns for each Canadian entity. These income tax returns are subject to audit by the taxing authorities that may culminate in proposed assessments which may ultimately result in a change to the estimated income taxes. Federal Tax Legislation Tax Cuts and Jobs Act - Certain changes to U.S. federal tax law included in the Tax Cuts and Jobs Act of 2017 had a delayed effective date and have taken effect for 2022. Under 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. 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 of 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 F-42 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS investment tax credit. Both the CAMT and the excise tax provisions are effective for tax years beginning after December 31, 2022, and as of December 31, 2023, the Company does not anticipate any material impact. 11. EQUITY Common Stock and Class B Common Stock During September 2020, the Company amended its articles of incorporation to authorize the issuance of 100,000,000 shares of Class B common stock, par value of $ 0.01 per share (“Class B Common Stock”), as well as to increase the number of authorized shares of preferred stock, par value of $ 0.01 per share, to 1,000,000 . In September 2020, the Company issued and sold 54,744,525 shares of Class B Common Stock for an aggregate purchase price of $ 450 million to Google LLC (“Google”) in a private placement pursuant to a securities purchase agreement dated July 31, 2020 (the “Securities Purchase Agreement”). Accordingly, the Company has two classes of common stock, Common Stock and Class B Common Stock, both of which entitle stockholders to one vote for each share of common stock. Each share of Class B Common Stock has equal status and rights to dividends as a share of Common Stock. The holders of Class B Common Stock have one vote for each share of Class B Common Stock held of record by such holder on all matters on which stockholders are entitled to vote generally; provided, however, that holders of Class B Common Stock, as such, are not entitled to vote 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 thereof, at any time following the earlier of (i) the expiration or early termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Clearance”), required prior to such holder’s conversion of all such shares of Class B Common Stock, or (ii) to the extent HSR Clearance is not required prior to such holder’s conversion of such shares of Class B Common Stock, the date that such holder owns such shares of Class B Common Stock. Google Investor Rights Agreement In connection with the issuance of the Class B Common Stock, the Company and Google entered into an Investor Rights Agreement (the “Google Investor Rights Agreement”), pursuant to which Google agreed to be bound by customary transfer restrictions and drag-along rights, and be afforded customary registration rights with respect to shares of Class B Common Stock held directly by Google. Under the terms of the Google Investor Rights Agreement, Google was prohibited, subject to certain exceptions, from transferring any shares of Class B Common Stock or any shares of Common Stock issuable upon conversion of the Class B Common Stock beneficially owned by Google through September 2023, or earlier if certain conditions occurred (the “Google Lock-up Period”). In December 2023, the Company and Google amended the Google Investor Rights Agreement to extend the Google Lock-up Period through June 2025, or earlier if (i) the Google Commercial Agreement (as defined in Note 14 “Commitments and Contingencies”) has been terminated under certain specified circumstances or (ii) the Google Cloud Master Agreement (as defined in Note 14 “Commitments and Contingencies”) has been validly terminated for any reason other than Google's uncured material breach. Issuances of Common Stock During the periods presented, issuances of Common Stock other than as related to the exercise or vesting of share-based compensation awards includes: • October 2022 : The Company issued approximately 133 million shares of Common Stock for an aggregate purchase price of $ 1.2 billion as part of the State Farm Strategic Investment (as defined below). • June 2022 : The Company issued approximately 2 million shares of Common Stock as consideration for a business acquisition. • December 2021 : The Company issued approximately 70 million shares of Common Stock with a fair value of $ 529 million in connection with the ADT Solar Acquisition. Additionally, throughout 2022, the Company issued the Delayed Shares in connection with the ADT Solar Acquisition as discussed in Note 4 “Acquisitions.” F-43 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS State Farm Transaction State Farm Strategic Investment On September 5, 2022, the Company entered into a securities purchase agreement (the “State Farm Securities Purchase Agreement”) with State Farm, pursuant to which the Company agreed to issue and sell in a private placement to State Farm 133 million 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, in connection with the State Farm Strategic Investment, the Company commenced a tender offer to purchase up to 133 million 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. Tender Offer 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 million 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 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 million shares of the Company’s Common Stock at a purchase price of $ 9.00 per share for an aggregate purchase price of $ 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 Tender Offer was considered a contingent forward purchase contract (the “Forward Contract”), which was recorded at fair value in the Consolidated Balance Sheet. The fair value of the Forward Contract was 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. During 2022, the change in fair value recognized in other income (expense) was a net loss of $ 63 million. Fees associated with the Tender Offer were not material. 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 increased its size by one director and appointed a designee of State Farm as a member of the Board of Directors. 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 development agreement with State Farm (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 basis the issued and outstanding Class B Common Stock, until five days after the date that no designee of State Farm serves on the Board of Directors and State Farm has no rights (or has irrevocably waived its right) to nominate a designee to the Board of Directors. Notwithstanding the standstill restrictions described above, State Farm F-44 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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 on between State Farm and the Company. 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. The Company recorded the cash received from the Opportunity Fund as restricted cash and a corresponding liability, which is reflected in accrued expenses and other current liabilities as of December 31, 2023. Refer to Note 17 “Related Party Transactions” or more information on the Opportunity Fund. Dividends Stockholders are entitled to receive dividends when, as, and if declared by the Company’s Board of Directors out of funds legally available for that purpose. (in thousands, except per share data) Common Stock Class B Common Stock Declaration Date Record Date Payment Date Per Share Aggregate Per Share Aggregate Year Ended December 31, 2023 2/28/23 3/16/23 4/4/23 $ 0.035 $ 30,342 $ 0.035 $ 1,916 5/2/23 6/15/23 7/6/23 0.035 30,256 0.035 1,916 8/8/23 9/15/23 10/4/23 0.035 30,405 0.035 1,916 11/2/23 12/14/23 1/9/24 0.035 30,358 0.035 1,916 Total $ 0.140 $ 121,361 $ 0.140 $ 7,664 Year Ended December 31, 2022 3/1/22 3/17/22 4/4/22 $ 0.035 $ 29,842 $ 0.035 $ 1,916 5/5/22 6/16/22 7/5/22 0.035 30,028 0.035 1,916 8/4/22 9/15/22 10/4/22 0.035 30,112 0.035 1,916 11/3/22 12/15/22 1/4/23 0.035 30,189 0.035 1,916 Total $ 0.140 $ 120,171 $ 0.140 $ 7,664 During 2021, the Company declared aggregate dividends of $ 0.14 per share on Common Stock ($ 111 million) and $ 0.14 per share on Class B Common Stock ($ 8 million). Subsequent Event - On January 24, 2024, the Company announced a dividend of $ 0.055 per share to holders of Common Stock and Class B Common Stock of record on March 14, 2024, which will be distributed on or about April 4, 2024. F-45 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accumulated Other Comprehensive Income (Loss) Refer to Note 9 “Derivative Financial Instruments” for AOCI reclassifications associated with cash flow hedges. Other changes in AOCI, which primarily relate to the Company’s defined benefit pension plans, were not material. 12. SHARE-BASED COMPENSATION The Company grants share-based compensation awards to participants under the 2016 Equity Incentive Plan (the “2016 Plan”) and the 2018 Omnibus Incentive Plan (the “2018 Plan”). Share-based compensation expense is recognized in the Consolidated Statements of Operations as follows: Years Ended December 31, ( in thousands ) 2023 2022 2021 Selling, general, and administrative expenses $ 39,438 $ 53,497 $ 47,111 Income (loss) from discontinued operations, net of tax 11,699 13,069 14,126 Total share-based compensation expense $ 51,137 $ 66,566 $ 61,237 The following discussion of the Company’s share-based compensation awards includes awards related to continuing and discontinued operations, unless otherwise noted. 2016 Plan As of December 31, 2023, the Company is authorized to issue no more than approximately 5 million shares of Common Stock by the exercise or vesting of granted awards under the 2016 Plan. The Company does not expect to issue additional awards under the 2016 Plan. Unrecognized share-based compensation expense as of December 31, 2023 and share-based compensation expense for awards granted under the 2016 Plan were not material during the periods presented. Distributed Shares and Class B Unit Redemption In connection with the IPO, each holder of Class B awards (“Class B Units”), which were issued to certain participants by Ultimate Parent prior to the IPO, had their entire Class B interest in Ultimate Parent redeemed for the number of shares of the Company’s Common Stock (the “Distributed Shares”) that would have been distributed to such holder under the terms of Ultimate Parent’s operating agreement in a hypothetical liquidation on the date and price of the IPO (the “Class B Unit Redemption”). The Class B Unit Redemption resulted in a modification of the Class B Units, whereby each holder received both vested and unvested Distributed Shares in the same proportion as the holder’s vested and unvested Class B Units held immediately prior to the IPO. As a result of the Class B Unit Redemption, holders of Class B Units received a total of 20.6 million shares of the Company’s Common Stock, of which 50 % were subject to the same vesting conditions under the Class B Unit Service Tranche (the “Distributed Shares Service Tranche”), which were subject to ratable service-based vesting over a five-year period, and 50 % were subject to the same vesting conditions under the Class B Unit Performance Tranche (the “Distributed Shares Performance Tranche”), which were based on the achievement of certain investment return thresholds by Apollo. The Distributed Shares also have certain other restrictions pursuant to the terms and conditions of the Company’s Amended and Restated Management Investor Rights Agreement (the “MIRA”). The IPO triggered an acceleration of vesting of the unvested Distributed Shares Service Tranche causing them to become fully vested six months from the date of the IPO, which occurred in July 2018. The Company recorded share-based compensation expense on the Distributed Shares Performance Tranche on a straight-line basis over the derived service period of app roximately three years from the IPO date, as the vesting conditions were deemed probable following the consummation of the IPO. F-46 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes activity related to the Distributed Shares during 2023: Performance Tranche Number of Distributed Shares Weighted-Average Grant Fair Value Unvested as of December 31, 2022 9,323,486 $ 13.05 Vested — — Forfeited ( 129,174 ) 13.05 Unvested as of December 31, 2023 9,194,312 $ 13.05 2018 Plan In January 2018, the Company approved the 2018 Plan, which became effective upon consummation of the IPO. The 2018 Plan, as amended, authorizes the issuance of no more than approximately 88 million shares of Common Stock by the exercise or vesting of granted awards, which are generally stock options and restricted stock units (“RSUs”). The Company satisfies the exercise of options and the vesting of RSUs through the issuance of authorized but previously unissued shares of Common Stock. Awards issued under the 2018 Plan include retirement provisions that allow awards to continue to vest in accordance with the granted terms in its entirety or on a pro-rata basis when a participant reaches retirement eligibility, as long as 12 months of service have been provided since the date of grant. Accordingly, share-based compensation expense for service-based awards is recognized on a straight-line basis over the vesting period, or on an accelerated basis for retirement-eligible participants where applicable. The Company accounts for forfeitures as they occur. Additionally, RSUs entitle the holder to dividend equivalent units (“DEUs”), which are granted as additional RSUs and are subject to the same vesting and forfeiture conditions as the underlying RSUs. DEUs are charged against accumulated deficit when dividends are paid. Top-up Options In connection with the Class B Unit Redemption in 2018, the Company granted 12.7 million options to holders of Class B Units (the “Top-up Options”). The Top-up Options have an exercise price equal to the IPO price per share of the Company’s Common Stock, as adjusted in accordance with 2018 Plan provisions, and a contractual term of ten years from the grant date. Similar to the vesting conditions outlined above for the Distributed Shares, the Top-up Options contain a tranche subject to service-based vesting (the “Top-up Options Service Tranche”) and a tranche subject to vesting based upon the achievement of certain investment return thresholds by Apollo (the “Top-up Options Performance Tranche”). Recipients of the Top-up Options received both vested and unvested Top-up Options in the same proportion as the vested and unvested Class B Units held immediately prior to the IPO and Class B Unit Redemption. The Top-up Options vesting conditions are the same as those attributable to the Distributed Shares, including the condition that accelerated vesting of the unvested options in the Top-up Options Service Tranche causing them to become fully vested six months from the IPO. Any shares of the Company’s Common Stock acquired upon exercise of the Top-up Options will be subject to the terms of the MIRA. Share-based compensation expense associated with the Top-up Options Performance Tranche was recognized on a straight-line basis over the derived service period of approximately three years from the IPO date and was not material during the periods presented. F-47 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes activity related to the 2018 Plan Top-up Options: Service Tranche Performance Tranche Number of Top-up Options Weighted-Average Exercise Price Number of Top-up Options Weighted-Average Exercise Price Aggregate Intrinsic Value (a) (in thousands) Weighted-Average Remaining Contractual Term (Years) Outstanding as of December 31, 2022 5,955,254 $ 13.30 5,715,061 $ 13.30 Exercised — — — — Forfeited — — ( 73,817 ) 13.30 Outstanding as of December 31, 2023 5,955,254 $ 13.30 5,641,244 $ 13.30 — 4.0 Exercisable as of December 31, 2023 5,955,254 $ 13.30 — $ 13.30 — 4.0 ________________________ (a) The intrinsic value represents the amount by which the fair value of the Company’s Common Stock exceeds the option exercise price as of December 31, 2023. Options Options granted under the 2018 Plan are primarily service-based awards that vest over a three-year period from the date of grant, have an exercise price equal to the closing price per share of the Company’s Common Stock on the date of grant, as adjusted in accordance with 2018 Plan provisions, and have a contractual term of ten years from the date of grant. The Company did not grant any options during the periods presented. The following table summarizes activity related to 2018 Plan options during 2023: Number of Options Weighted-Average Exercise Price Aggregate Intrinsic Value (a) (in thousands) Weighted-Average Remaining Contractual Term (Years) Outstanding as of December 31, 2022 17,965,626 $ 6.67 Granted — — Exercised ( 994,803 ) 5.15 Forfeited ( 142,518 ) 9.68 Outstanding as of December 31, 2023 16,828,305 $ 6.70 $ 17,243 5.4 Exercisable as of December 31, 2023 16,828,305 $ 6.70 $ 17,243 5.4 ________________________ (a) The intrinsic value represents the amount by which the fair value of the Company’s Common Stock exceeds the option exercise price as of December 31, 2023. Share-based compensation expense associated with options granted under the 2018 Plan was not material during the periods presented. In addition, the cash flow and the intrinsic value of options exercised were not material during the periods presented. As of December 31, 2023, unrecognized compensation cost related to options was not material. Restricted Stock Units RSUs granted under the 2018 Plan are primarily service-based awards with a three-year graded vesting period from the date of grant. The fair value is equal to the closing price per share of the Company’s Common Stock on the date of grant. F-48 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes activity related to the 2018 Plan RSUs (including DEUs) during 2023: Number of RSUs Weighted-Average Grant Date Fair Value Unvested as of December 31, 2022 13,155,409 $ 7.38 Granted 7,632,819 7.56 Vested ( 8,997,904 ) 7.12 Forfeited ( 2,552,940 ) 7.72 Unvested as of December 31, 2023 9,237,384 $ 7.66 Total share-based compensation expense associated with RSUs granted under the 2018 Plan was $ 47 million, $ 55 million, and $ 46 million during 2023, 2022, and 2021, respectively, the majority of which relates to the Company’s continuing operations. The fair value of RSUs (including DEUs) that vested and converted to shares of Common Stock on their respective vesting dates was approximately $ 56 million, $ 59 million, and $ 52 million during 2023, 2022, and 2021, respectively. As of December 31, 2023, unrecognized compensation cost related to RSUs granted under the 2018 Plan was $ 30 million, which will be recognized over a period of 1.9 years. Other 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. The majority of these PSUs have been forfeited. The impact from the PSUs was not material. 13. 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 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. 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. F-49 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, (in thousands, except per share amounts) 2023 2022 2021 Allocation of income (loss) from continuing operations - basic $ ( 60,682 ) $ 100,411 $ ( 321,155 ) Dilutive effect (including conversion of Class B Common Stock) — — — Allocation of income (loss) from continuing operations - diluted $ ( 60,682 ) $ 100,411 $ ( 321,155 ) Allocation of income (loss) from discontinued operations, net of tax - basic $ 496,070 $ 24,244 $ 3,134 Dilutive effect (including conversion of Class B Common Stock) — — — Allocation of income (loss) from discontinued operations, net of tax - diluted $ 496,070 $ 24,244 $ 3,134 Weighted-average shares outstanding - basic 856,843 848,465 770,620 Dilutive effect (including conversion of Class B Common Stock) — — — Weighted-average shares outstanding - diluted 856,843 848,465 770,620 Income (loss) from continuing operations per share - basic $ ( 0.07 ) $ 0.12 $ ( 0.42 ) Income (loss) from continuing operations per share - diluted $ ( 0.07 ) $ 0.12 $ ( 0.42 ) Income (loss) from discontinued operations, net of tax, per share - basic $ 0.58 $ 0.03 $ — Income (loss) from discontinued operations, net of tax, per share - diluted $ 0.58 $ 0.03 $ — Basic weighted-average shares outstanding in 2021 includes the Delayed Shares issued in connection with the ADT Solar Acquisition as discussed in Note 4 “Acquisitions.” During 2023, 2022, and 2021, share-based compensation awards and all shares of Class B Common Stock of approximately 62 million, 67 million, and 61 million, respectively, were excluded from the computations above. Additionally, the basic and diluted earnings per share computations for Common Stock exclude approximately 9 million, 9 million, and 10 million unvested shares during 2023, 2022, and 2021, respectively, as their vesting is contingent upon achievement of certain performance requirements which had not been met during the respective periods. F-50 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Class B Common Stock Years Ended December 31, (in thousands, except per share amounts) 2023 2022 2021 Allocation of income (loss) from continuing operations - basic $ ( 3,858 ) $ 6,452 $ ( 23,022 ) Dilutive effect — — — Allocation of income (loss) from continuing operations - diluted $ ( 3,858 ) $ 6,452 $ ( 23,022 ) Allocation of income (loss) from discontinued operations, net of tax - basic $ 31,479 $ 1,556 $ 223 Dilutive effect — — — Allocation of income (loss) from discontinued operations, net of tax - diluted $ 31,479 $ 1,556 $ 223 Weighted-average shares outstanding - basic 54,745 54,745 54,745 Dilutive effect (1) — — — Weighted-average shares outstanding - diluted 54,745 54,745 54,745 Income (loss) from continuing operations per share - basic $ ( 0.07 ) $ 0.12 $ ( 0.42 ) Income (loss) from continuing operations per share - diluted $ ( 0.07 ) $ 0.12 $ ( 0.42 ) Income (loss) from discontinued operations, net of tax, per share - basic $ 0.58 $ 0.03 $ — Income (loss) from discontinued operations, net of tax, per share - diluted $ 0.58 $ 0.03 $ — ________________ (1) There were no potential shares of Class B Common Stock during the periods presented. 14. COMMITMENTS AND CONTINGENCIES Contractual Obligations The Company’s contractual obligations for goods or services entered into in the ordinary course of business, including agreements that are enforceable and legally binding and have a remaining term in excess of one year, primarily consist of information technology services and equipment, including investments in the Company’s information technology infrastructure and telecommunication services, and direct materials. The following table provides the Company’s contractual obligations (excluding the Google Commercial Agreement discussed below) as of December 31, 2023 (in thousands) : 2024 2025 2026 2027 2028 Thereafter Total $ 323,488 $ 113,607 $ 43,957 $ 483 $ — $ — $ 481,535 The table above includes a commitment with one of the Company’s vendors to purchase at least $ 190 million of security system equipment and components through March 2025. This commitment is also satisfied through purchases made by the Company’s dealer network. Google Commercial Agreement In July 2020, the Company and Google entered into a Master Supply, Distribution, and Marketing Agreement (as amended, 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. 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 F-51 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS technology advancements, customer acquisition, and marketing, as mutually agreed by the Company and Google, (together with the initial amounts, the “Google Success Funds”). During 2023, $ 40 million of the Google Success Funds were reimbursed to the Company and reflected as a reduction of advertising costs. Google Cloud Agreement Addendum In December 2023, the Company and Google entered into an addendum to the Company’s existing agreement with Google for using Google cloud services (the “Google Cloud Agreement Addendum”), pursuant to which Google has agreed to provide certain credits, discounts, and other incentives for use of the Google Cloud Platform to the Company, and the Company has committed to purchasing $ 200 million of Google Cloud Platform services over seven years (through December 2030), with $ 35 million in the first two years , $ 65 million in the next two years after that, and $ 100 million in the last three years of the commitment. The Company may elect to cancel the commitment in return for a cancellation fee of 30 % of the total remaining commitment amount and loss of any discounts, remaining credits, or other incentives provided under the Google Cloud Agreement Addendum. Guarantees 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 $ 78 million and $ 93 million as of December 31, 2023 and 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, through December 2026. Legal Proceedings The Company is subject to various claims and lawsuits in the ordinary course of business, which include among other things commercial general liability claims, automobile liability claims, contractual disputes, worker’s compensation claims, labor law and employment claims, claims related to alleged alarm system failures, claims that the Company infringed on the intellectual property of others, and consumer and employment class actions. The Company is also subject to regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings. 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. The Company records accruals for losses that are probable and reasonably estimable. These accruals are based on a variety of factors such as judgment, probability of loss, opinions of internal and external legal counsel, and actuarially determined estimates of claims incurred but not yet reported based upon historical claims experience. Legal costs in connection with claims and lawsuits in the ordinary course of business are expensed as incurred. Additionally, the Company records insurance recovery receivables from third-party insurers when recovery has been determined to be probable. The Company has not accrued for any contingent liabilities for which the likelihood of loss cannot be determined, is less than probable, or for which the range of potential loss cannot be reasonably estimated. As of December 31, 2023 and 2022, the Company’s accrual for ongoing claims and lawsuits within the scope of an insurance program totaled $ 110 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. 15. LEASES 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. F-52 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s right-of-use assets and lease liabilities primarily represent lease payments that are fixed at the commencement of a lease and variable lease payments that are 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. Right-of-Use Assets and Lease Liabilities (in thousands) December 31, Presentation and Classification: 2023 2022 Operating Current Prepaid expenses and other current assets $ 75 $ 121 Operating Non-current Other assets 91,725 93,057 Finance Non-current Property and equipment, net (1) 82,803 66,704 Total right-of-use assets $ 174,603 $ 159,882 Operating Current Accrued expenses and other current liabilities $ 15,979 $ 20,741 Finance Current Current maturities of long-term debt 33,934 34,219 Operating Non-current Other liabilities 84,695 85,249 Finance Non-current Long-term debt 53,227 36,424 Total lease liabilities $ 187,835 $ 176,633 _________________ (1) Finance right-of-use assets are recorded net of accumulated depreciation of approximately $ 60 million and $ 61 million as of December 31, 2023 and 2022, respectively. Lease Cost Years Ended December 31, ( in thousands ) 2023 2022 2021 Operating lease cost $ 31,357 $ 33,574 $ 37,817 Finance lease cost: Amortization of right-of-use assets 23,922 19,539 18,407 Interest on lease liabilities 3,768 2,662 1,973 Variable lease costs 46,380 62,316 51,156 Total lease cost $ 105,427 $ 118,091 $ 109,353 F-53 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash Flow and Supplemental Information (1) Years Ended December 31, ( in thousands ) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating leases: Operating cash flows $ 42,883 $ 47,708 $ 50,721 Finance Leases: Operating cash flows $ 4,940 $ 3,680 $ 2,823 Financing cash flows $ 43,733 $ 44,978 $ 32,123 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 41,338 $ 49,193 $ 21,203 Finance leases $ 79,273 $ 48,439 $ 46,920 __________________ (1) Includes both continuing and discontinued operations consistent with the presentation on the Consolidated Statements of Cash Flows. Lease Term and Discount Rate December 31, 2023 2022 Weighted-average remaining lease term (years): Operating leases 5.6 5.8 Finance leases 3.1 2.9 Weighted-average discount rate: Operating leases 6.1 % 5.9 % Finance leases 5.8 % 5.6 % Maturity of Lease Liabilities December 31, 2023 ( in thousands ) Operating Leases Finance Leases 2024 $ 19,296 $ 34,592 2025 26,100 31,152 2026 21,170 20,426 2027 16,698 10,510 2028 11,854 504 Thereafter 28,426 — Total lease payments (including interest) $ 123,544 $ 97,184 Less interest 22,870 10,023 Total $ 100,674 $ 87,161 Company as Lessor 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. F-54 ADT INC. AND SUBSIDIARIES NOTES TO 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. The Company accounts for the combined component as a single performance obligation under the applicable revenue guidance, and recognizes the underlying assets within subscriber system assets, net, in the Consolidated Balance Sheets. 16. RETIREMENT PLANS Defined Contribution Plans The Company maintains qualified defined contribution plans, which include 401(k) matching programs. Expense for the defined contribution plans is computed as a percentage of participants’ compensation and was $ 31 million, $ 33 million, and $ 32 million during 2023, 2022, and 2021, respectively. Multi-employer Plans The Company participates in certain multi-employer union pension plans, which provide benefits for a group of the Company’s unionized employees. These multi-employer plans, including the Company’s required contributions and any underfunded liabilities under such plans, are not material to the Company’s consolidated financial statements. Defined Benefit Plans The Company provides a defined benefit pension plan and certain other postretirement benefits to certain employees. These plans are frozen and are not material to the Company’s consolidated financial statements. As of December 31, 2023 and 2022, the fair values of pension plan assets were $ 51 million and $ 49 million, respectively, and the fair values of projected benefit obligations were $ 59 million and $ 56 million, respectively. As a result, the plans were underfunded by approximately $ 8 million and $ 7 million as of December 31, 2023 and 2022, respectively, and were recorded as a net liability. Net periodic benefit cost associated with these plans was not material during the periods presented. During 2023, the Company took actions to terminate the defined benefit pension plan. The termination was effective December 31, 2023, and the wind down of the plan and distribution of assets is expected to commence in 2024. Additionally, as of December 31, 2023, the net pension obligation was recorded in accrued expenses and other current liabilities as the Company expects to settle all future obligations during 2024. Deferred Compensation Plan The Company maintains a non-qualified supplemental savings and retirement plan, which permits eligible employees to defer a portion of their compensation. Deferred compensation liabilities are reflected in other liabilities and were $ 31 million and $ 27 million as of December 31, 2023 and 2022, respectively. Deferred compensation expense was not material during the periods presented. 17. 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, from time to time, 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. Apollo There were no significant related party transactions with Apollo during the periods presented. State Farm As discussed in Note 11 “Equity,” in October 2022, State Farm became a related party in connection with the State Farm Strategic Investment. F-55 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2023, the balance in the Opportunity Fund was $ 94 million. During 2023, the Company made payments to State Farm from the Opportunity Fund of $ 9 million. Other payments and interest earned on the Opportunity fund was not material. Beginning in 2023, State Farm customers can receive ADT home security products and professional monitoring at a reduced cost. In connection with this arrangement, the Company receives a subsidy from State Farm for each system. Amounts are paid through the Opportunity Fund and were not material during 2023. Canopy Prior to the Canopy Termination during 2023, Canopy was considered a related party under GAAP as the Company accounted for its investment under the equity method of accounting. Except for the transactions described in Note 6 “Equity Method Investments,” there were no other significant related party transactions with Canopy during 2023 or 2022. 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.” As of December 2023, Sunlight is no longer affiliated with Apollo, and as a result, is no longer a related party. During 2023, total loans funded by Sunlight were approximately $ 78 million; and as of December 31, 2023, the Company may be required to repurchase approximately $ 6 million of such loans. Additionally, the Company incurred $ 13 million of financing fees for the year ended December 31, 2023. As of December 31, 2023, net amounts due to/from Sunlight were not significant. During 2022, total loans funded by Sunlight were approximately $ 436 million; and the Company incurred approximately $ 54 million of financing fees. Transactions with Sunlight were not material during 2021. Rackspace During October 2020, the Company entered into a master services agreement with Rackspace US, Inc. (“Rackspace”), an entity affiliated with Apollo, for the provision of cloud storage, equipment, and services to facilitate the implementation of the Company’s cloud migration strategy for certain applications. The master services agreement includes a minimum purchase commitment of $ 50 million over a seven -year term, which the Company has satisfied through spend with Rackspace as well as other parties. The Company incurred fees to Rackspace of $ 15 million, $ 14 million, and $ 6 million during 2023, 2022, and 2021, respectively. Other Transactions During 2023, the Company incurred fees for telephone and technology services of approximately $ 6 million with an entity affiliated with Apollo that became a related party during 2023. There were no other material related party transactions during the periods presented. F-56 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. CONDENSED FINANCIAL INFORMATION OF REGISTRANT ADT INC. (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS (in thousands) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 1,118 $ 14,639 Total current assets 1,118 14,639 Investment in subsidiaries and other assets 4,463,543 4,036,420 Total assets $ 4,464,661 $ 4,051,059 Liabilities and stockholders' equity Current liabilities: Dividends payable and other current liabilities $ 33,047 $ 34,424 Total current liabilities 33,047 34,424 Long-term debt 545,557 536,495 Other liabilities 97,411 86,992 Total liabilities 676,015 657,911 Total stockholders' equity 3,788,646 3,393,148 Total liabilities and stockholders' equity $ 4,464,661 $ 4,051,059 The accompanying notes are an integral part of these condensed financial statements F-57 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ADT INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands, except per share data) Years Ended December 31, 2023 2022 2021 Selling, general, and administrative expenses $ 520 $ 2,583 $ 117 Merger, restructuring, integration, and other ( 1,993 ) ( 6,011 ) ( 1,444 ) Operating income (loss) 1,473 3,428 1,327 Interest expense, net ( 8,984 ) ( 8,086 ) ( 8,743 ) Other income (expense) — ( 63,394 ) — Equity in net income (loss) of subsidiaries 470,520 200,715 ( 333,404 ) Net income (loss) 463,009 132,663 ( 340,820 ) Other comprehensive income (loss), net of tax 31,038 21,773 49,642 Comprehensive income (loss) $ 494,047 $ 154,436 $ ( 291,178 ) Net income (loss) per share - basic: Common stock $ 0.51 $ 0.15 $ ( 0.41 ) Class B common stock $ 0.51 $ 0.15 $ ( 0.41 ) Weighted-average shares outstanding - basic: Common stock 856,843 848,465 770,620 Class B common stock 54,745 54,745 54,745 Net income (loss) per share - diluted: Common stock $ 0.51 $ 0.15 $ ( 0.41 ) Class B common stock $ 0.51 $ 0.15 $ ( 0.41 ) Weighted-average shares outstanding - diluted: Common stock 856,843 848,465 770,620 Class B common stock 54,745 54,745 54,745 The accompanying notes are an integral part of these condensed financial statements F-58 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ADT INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income (loss) $ 463,009 $ 132,663 $ ( 340,820 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in net (income) loss of subsidiaries ( 470,520 ) ( 200,715 ) 333,404 Change in fair value of other financial instruments — 63,396 — Other, net 28,757 49,470 24,391 Net cash provided by (used in) operating activities 21,246 44,814 16,975 Cash flows from investing activities: Contributions to subsidiaries — — ( 40,000 ) Distributions from subsidiaries 108,783 118,200 8,700 Net cash provided by (used in) investing activities 108,783 118,200 ( 31,300 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of expenses — 1,180,000 — Dividends on common stock ( 128,587 ) ( 127,125 ) ( 116,348 ) Repurchases of common stock — ( 1,200,000 ) — Other financing, net ( 14,963 ) ( 3,197 ) ( 6,472 ) Net cash provided by (used in) financing activities ( 143,550 ) ( 150,322 ) ( 122,820 ) Cash and cash equivalents and restricted cash and restricted cash equivalents: Net increase (decrease) during the period ( 13,521 ) 12,692 ( 137,145 ) Beginning balance 14,639 1,947 139,092 Ending balance $ 1,118 $ 14,639 $ 1,947 Supplementary cash flow information: Issuance of shares for acquisition of business $ — $ 55,485 $ 528,503 The accompanying notes are an integral part of these condensed financial statements F-59 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes to Condensed Financial Statements (Parent Company Only) 1. Basis of Presentation The condensed financial statements of ADT Inc. have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of ADT Inc. (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the consolidated net assets of the Company. The ability of ADT Inc.’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ First Lien Credit Agreement and the indentures governing other borrowings. The condensed financial statements of ADT Inc. have been prepared using the same accounting principles and policies described in the other notes to the consolidated financial statements with the only exception being that the parent company accounts for its subsidiaries using the equity method of accounting. These condensed financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes thereto. 2. Transactions with Subsidiaries The majority of ADT Inc.’s transactions with its subsidiaries are related to (i) the receipt of distributions from subsidiaries in order to fund equity transactions, such as the payment of dividends and the repurchase of Common Stock; (ii) the contribution to subsidiaries of proceeds received from equity transactions; or (iii) the integration of business acquisitions into the Company’s organizational structure. During 2023 and 2022, ADT Inc. made non-cash contributions to subsidiaries of approximately $ 51 million and $ 82 million, respectively, primarily related to the transfer of net assets of certain subsidiaries for share-based compensation (including amounts related to discontinued operations). During 2021, ADT Inc. made non-cash contributions to subsidiaries of approximately $ 630 million related to the transfer of net assets of certain subsidiaries for the acquisition of ADT Solar, including $ 529 million in the issuance of shares, as well as share-based compensation. 19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The Company is disclosing the following summarized quarterly financial information due to the Commercial Business being reported as a discontinued operation as a result of the Commercial Divestiture. Refer to Note 5 “Divestitures” for additional information on the Commercial Divestiture. F-60 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 Revenue $ 1,277,311 $ 1,245,609 $ 1,237,484 $ 1,222,255 Operating income (loss) $ ( 25,549 ) $ 105,538 $ 167,313 $ 262,984 Income (loss) from continuing operations $ ( 126,781 ) $ ( 2,308 ) $ ( 20,665 ) $ 85,214 Income (loss) from discontinued operations, net of tax $ 7,944 $ 94,519 $ ( 65,572 ) $ 490,658 Net income (loss) $ ( 118,837 ) $ 92,211 $ ( 86,237 ) $ 575,872 Common Stock Basic: Weighted average shares outstanding 854,299 857,581 857,423 858,094 Income (loss) from continuing operations per share $ ( 0.14 ) $ — $ ( 0.02 ) $ 0.09 Income (loss) from discontinued operations, net of tax, per share $ 0.01 $ 0.10 $ ( 0.07 ) $ 0.53 Net income (loss) $ ( 0.13 ) $ 0.10 $ ( 0.09 ) $ 0.62 Diluted: Weighted average shares outstanding 854,299 857,581 857,423 919,397 Income (loss) from continuing operations per share $ ( 0.14 ) $ — $ ( 0.02 ) $ 0.09 Income (loss) from discontinued operations, net of tax, per share $ 0.01 $ 0.10 $ ( 0.07 ) $ 0.50 Net income (loss) $ ( 0.13 ) $ 0.10 $ ( 0.09 ) $ 0.59 Class B Common Stock Basic: Weighted average shares outstanding 54,745 54,745 54,745 54,745 Income (loss) from continuing operations per share $ ( 0.14 ) $ — $ ( 0.02 ) $ 0.09 Income (loss) from discontinued operations, net of tax, per share $ 0.01 $ 0.10 $ ( 0.07 ) $ 0.53 Net income (loss) $ ( 0.13 ) $ 0.10 $ ( 0.09 ) $ 0.62 Diluted: Weighted average shares outstanding 54,745 54,745 54,745 54,745 Income (loss) from continuing operations per share $ ( 0.14 ) $ — $ ( 0.02 ) $ 0.09 Income (loss) from discontinued operations, net of tax, per share $ 0.01 $ 0.10 $ ( 0.07 ) $ 0.50 Net income (loss) $ ( 0.13 ) $ 0.10 $ ( 0.09 ) $ 0.59 F-61 ADT INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data) March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 Revenue $ 1,256,897 $ 1,304,314 $ 1,289,793 $ 1,317,326 Operating income (loss) $ 72,898 $ 200,013 $ 2,629 $ 195,439 Income (loss) from continuing operations $ 49,279 $ 84,532 $ ( 169,115 ) $ 142,167 Income (loss) from discontinued operations, net of tax $ 2,366 $ 6,985 $ 7,866 $ 8,583 Net income (loss) $ 51,645 $ 91,517 $ ( 161,249 ) $ 150,750 Common Stock Basic: Weighted average shares outstanding 843,830 848,242 850,230 851,459 Income (loss) from continuing operations per share $ 0.05 $ 0.09 $ ( 0.19 ) $ 0.16 Income (loss) from discontinued operations, net of tax, per share $ — $ 0.01 $ 0.01 $ 0.01 Net income (loss) $ 0.06 $ 0.10 $ ( 0.18 ) $ 0.17 Diluted: Weighted average shares outstanding 911,313 910,808 850,230 921,501 Income (loss) from continuing operations per share $ 0.05 $ 0.09 $ ( 0.19 ) $ 0.15 Income (loss) from discontinued operations, net of tax, per share $ — $ 0.01 $ 0.01 $ 0.01 Net income (loss) $ 0.06 $ 0.10 $ ( 0.18 ) $ 0.16 Class B Common Stock Basic: Weighted average shares outstanding 54,745 54,745 54,745 54,745 Income (loss) from continuing operations per share $ 0.05 $ 0.09 $ ( 0.19 ) $ 0.16 Income (loss) from discontinued operations, net of tax, per share $ — $ 0.01 $ 0.01 $ 0.01 Net income (loss) $ 0.06 $ 0.10 $ ( 0.18 ) $ 0.17 Diluted: Weighted average shares outstanding 54,745 54,745 54,745 54,745 Income (loss) from continuing operations per share $ 0.05 $ 0.09 $ ( 0.19 ) $ 0.15 Income (loss) from discontinued operations, net of tax, per share $ — $ 0.01 $ 0.01 $ 0.01 Net income (loss) $ 0.06 $ 0.10 $ ( 0.18 ) $ 0.16 F-62