ADT Inc. - Quarter Report: 2021 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


(Mark One)
☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2021


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number: 001-38352

ADT Inc.

(Exact name of registrant as specified in its charter)


Delaware						47-4116383
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1501 Yamato Road

Boca Raton, Florida 33431

(561) 988-3600

(Address of principal executive offices, including zip code, Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ADT

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 29, 2021, there were 766,752,442 shares outstanding (excluding 9,573,053 unvested shares of common stock) of the registrant’s common stock, $0.01 par value per share, and 54,744,525 shares outstanding of the registrant’s Class B common stock, $0.01 par value per share.

TABLE OF CONTENTS


		Page

Part I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	1
	CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)	1
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)	2
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)	3
	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)	4
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)	6
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	41
ITEM 4.	CONTROLS AND PROCEDURES	42

Part II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	43
ITEM 1A.	RISK FACTORS	43
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	43
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	43
ITEM 4.	MINE SAFETY DISCLOSURES	43
ITEM 5.	OTHER INFORMATION	43
ITEM 6.	EXHIBITS	43
SIGNATURES		48

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ADT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)


	June 30, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	150,439	$	204,998

Accounts receivable, net of allowance for credit losses of $62,220 and $68,342, respectively	356,736		336,033

Inventories, net	192,790		174,839
Work-in-progress	49,715		41,312
Prepaid expenses and other current assets	198,967		210,212
Total current assets	948,647		967,394
Property and equipment, net	325,349		325,716
Subscriber system assets, net	2,761,597		2,663,228
Intangible assets, net	5,649,464		5,906,690
Goodwill	5,244,685		5,236,302
Deferred subscriber acquisition costs, net	742,242		654,019
Other assets	403,902		363,587
Total assets	$	16,075,886	$	16,116,936

Liabilities and stockholders' equity
Current liabilities:
Current maturities of long-term debt	$	90,777	$	44,764
Accounts payable	357,045		321,595
Deferred revenue	347,483		345,582
Accrued expenses and other current liabilities	625,967		584,151
Total current liabilities	1,421,272		1,296,092
Long-term debt	9,471,195		9,447,780
Deferred subscriber acquisition revenue	1,000,558		832,166
Deferred tax liabilities	935,989		990,899
Other liabilities	392,250		510,663
Total liabilities	13,221,264		13,077,600

Commitments and contingencies (See Note 12)

Stockholders' equity:
Preferred stock—authorized 1,000,000 shares of $0.01 par value; zero issued and outstanding as of June 30, 2021 and December 31, 2020.	—		—
Common stock—authorized 3,999,000,000 shares of $0.01 par value; issued and outstanding shares of 776,309,837 and 771,013,638 as of June 30, 2021 and December 31, 2020, respectively.	7,763		7,710
Class B common stock—authorized 100,000,000 shares of $0.01 par value; issued and outstanding shares of 54,744,525 as of June 30, 2021 and December 31, 2020.	547		547
Additional paid-in capital	6,665,145		6,640,763
Accumulated deficit	(3,724,139)		(3,491,069)
Accumulated other comprehensive loss	(94,694)		(118,615)
Total stockholders' equity	2,854,622		3,039,336
Total liabilities and stockholders' equity	$	16,075,886	$	16,116,936

See Notes to Condensed Consolidated Financial Statements

ADT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)


	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Monitoring and related services	$	1,083,520	$	1,041,379	$	2,146,286	$	2,087,336
Installation and other	220,897		290,008		462,835		613,803
Total revenue	1,304,417		1,331,387		2,609,121		2,701,139
Cost of revenue (exclusive of depreciation and amortization shown separately below)	381,585		376,347		762,751		784,333
Selling, general, and administrative expenses	445,636		414,711		895,238		868,015
Depreciation and intangible asset amortization	474,271		477,869		944,080		966,893
Merger, restructuring, integration, and other	4,804		12,038		25,311		120,832
Operating (loss) income	(1,879)		50,422		(18,259)		(38,934)
Interest expense, net	(166,525)		(187,265)		(214,249)		(412,632)
Loss on extinguishment of debt	—		—		(156)		(65,843)
Other income	1,533		2,271		3,336		4,580
Loss before income taxes	(166,871)		(134,572)		(229,328)		(512,829)
Income tax benefit	41,021		27,831		55,584		105,795
Net loss	$	(125,850)	$	(106,741)	$	(173,744)	$	(407,034)

Net loss per share - basic and diluted:
Common stock	$	(0.15)	$	(0.14)	$	(0.21)	$	(0.54)
Class B common stock	$	(0.15)	$	—	$	(0.21)	$	—

Weighted-average shares outstanding - basic and diluted:
Common stock	765,922		760,597		764,322		759,845
Class B common stock	54,745		—		54,745		—

See Notes to Condensed Consolidated Financial Statements

ADT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(in thousands)


	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Net loss	$	(125,850)	$	(106,741)	$	(173,744)	$	(407,034)
Other comprehensive income (loss), net of tax:
Cash flow hedges	11,371		8,565		23,037		(87,498)
Defined benefit pension plans	38		(12)		884		(5)
Total other comprehensive income (loss), net of tax	11,409		8,553		23,921		(87,503)
Comprehensive loss	$	(114,441)	$	(98,188)	$	(149,823)	$	(494,537)

See Notes to Condensed Consolidated Financial Statements

ADT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(in thousands)


	Three Months Ended June 30, 2021
	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 Loss		Total Stockholders' Equity
Balances at beginning of period	774,884	54,745	$	7,749	$	547	$	6,644,332	$	(3,568,615)	$	(106,103)	$	2,977,910

Net loss	—	—	—		—		—		(125,850)		—		(125,850)
Other comprehensive income, net of tax	—	—	—		—		—		—		11,409		11,409

Dividends, including dividends reinvested in common stock	—	—	—		—		—		(29,184)		—		(29,184)
Share-based compensation expense	—	—	—		—		13,587		—		—		13,587
Transactions related to employee share-based compensation plans and other	1,426	—	14		—		7,226		(490)		—		6,750
Balances at end of period	776,310	54,745	$	7,763	$	547	$	6,665,145	$	(3,724,139)	$	(94,694)	$	2,854,622


	Three Months Ended June 30, 2020
	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 Loss		Total Stockholders' Equity
Balances at beginning of period	770,148	—	$	7,701	$	—	$	6,114,409	$	(3,072,852)	$	(154,432)	$	2,894,826

Net loss	—	—	—		—		—		(106,741)		—		(106,741)
Other comprehensive income, net of tax	—	—	—		—		—		—		8,553		8,553

Dividends, including dividends reinvested in common stock	1	—	—		—		4		(26,767)		—		(26,763)
Share-based compensation expense	—	—	—		—		24,828		—		—		24,828
Transactions related to employee share-based compensation plans and other	280	—	3		—		(106)		(485)		—		(588)
Balances at end of period	770,429	—	$	7,704	$	—	$	6,139,135	$	(3,206,845)	$	(145,879)	$	2,794,115

See Notes to Condensed Consolidated Financial Statements

ADT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(in thousands)


	Six Months Ended June 30, 2021
	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 Loss		Total Stockholders' Equity
Balances at beginning of period	771,014	54,745	$	7,710	$	547	$	6,640,763	$	(3,491,069)	$	(118,615)	$	3,039,336

Net loss	—	—	—		—		—		(173,744)		—		(173,744)
Other comprehensive income, net of tax	—	—	—		—		—		—		23,921		23,921

Dividends, including dividends reinvested in common stock	—	—	—		—		4		(58,320)		—		(58,316)
Share-based compensation expense	—	—	—		—		29,606		—		—		29,606
Transactions related to employee share-based compensation plans and other	5,296	—	53		—		(5,228)		(1,006)		—		(6,181)
Balances at end of period	776,310	54,745	$	7,763	$	547	$	6,665,145	$	(3,724,139)	$	(94,694)	$	2,854,622


	Six Months Ended June 30, 2020
	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 Loss		Total Stockholders' Equity
Balances at beginning of period	753,622	—	$	7,536	$	—	$	5,977,402	$	(2,742,193)	$	(58,376)	$	3,184,369
Adoption of accounting standard, net of tax	—	—	—		—		—		(2,157)		—		(2,157)
Net loss	—	—	—		—		—		(407,034)		—		(407,034)
Other comprehensive loss, net of tax	—	—	—		—		—		—		(87,503)		(87,503)
Issuance of common stock	16,279	—	163		—		113,678		—		—		113,841
Dividends, including dividends reinvested in common stock	1	—	—		—		7		(53,884)		—		(53,877)
Share-based compensation expense	—	—	—		—		48,327		—		—		48,327
Transactions related to employee share-based compensation plans and other	527	—	5		—		(279)		(1,577)		—		(1,851)
Balances at end of period	770,429	—	$	7,704	$	—	$	6,139,135	$	(3,206,845)	$	(145,879)	$	2,794,115

See Notes to Condensed Consolidated Financial Statements

ADT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Six Months Ended
	June 30, 2021		June 30, 2020
Cash flows from operating activities:
Net loss	$	(173,744)	$	(407,034)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and intangible asset amortization	944,080		966,893
Amortization of deferred subscriber acquisition costs	58,830		45,416
Amortization of deferred subscriber acquisition revenue	(77,888)		(59,017)
Share-based compensation expense	29,606		48,327
Deferred income taxes	(62,596)		(115,422)
Provision for losses on receivables and inventory	18,568		77,876
Loss on extinguishment of debt	156		65,843
Intangible asset impairments	17,883		—
Unrealized (gain) loss on interest rate swap contracts	(92,057)		97,900
Other non-cash items, net	70,800		78,101
Changes in operating assets and liabilities, net of the effects of acquisitions:
Deferred subscriber acquisition costs	(147,593)		(94,865)
Deferred subscriber acquisition revenue	129,854		70,039
Other, net	69,761		(145,050)
Net cash provided by operating activities	785,660		629,007
Cash flows from investing activities:
Dealer generated customer accounts and bulk account purchases	(339,655)		(144,463)
Subscriber system asset expenditures	(339,250)		(137,231)
Purchases of property and equipment	(83,991)		(76,245)
Acquisition of businesses, net of cash acquired	(16,411)		(179,372)
Other investing, net	2,145		1,737
Net cash used in investing activities	(777,162)		(535,574)
Cash flows from financing activities:

Proceeds from long-term borrowings	10,729		1,640,000
Proceeds from receivables facility	71,276		19,852
Repayment of long-term borrowings, including call premiums	(32,068)		(1,673,607)
Repayment of receivables facility	(16,693)		(423)
Dividends on common stock	(58,049)		(53,323)

Deferred financing costs	(174)		(15,616)
Other financing, net	(34,761)		(12,910)
Net cash used in financing activities	(59,740)		(96,027)

Net decrease in cash and cash equivalents and restricted cash and restricted cash equivalents	(51,242)		(2,594)
Cash and cash equivalents and restricted cash and restricted cash equivalents at beginning of period	207,747		48,736
Cash and cash equivalents and restricted cash and restricted cash equivalents at end of period	$	156,505	$	46,142

Supplemental schedule of non-cash investing and financing activities:

Issuance of shares for acquisition of business	$	—	$	113,841

See Notes to Condensed Consolidated Financial Statements

ADT INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business and Summary of Significant Accounting Policies

Organization and Business

ADT Inc., together with its wholly-owned subsidiaries (collectively, the “Company”), is a leading provider of security, automation, and smart home solutions serving consumers and businesses in the United States (“U.S.”). 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 primarily conducts business under the ADT brand name.

In January 2018, the Company completed an initial public offering (“IPO”) and its common stock (“Common Stock”) began trading on the New York Stock Exchange under the symbol “ADT.”

In September 2020, the Company issued and sold 54,744,525 shares of Class B common stock, par value of $0.01 per share (“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”).

The Company is majority owned by Prime Security Services TopCo Parent, L.P. (“Ultimate Parent”). Ultimate Parent is 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”).

Basis of Presentation and Significant Accounting Policies

The preparation of the condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) requires the Company to select accounting policies and make estimates that affect amounts reported in the condensed consolidated financial statements and the accompanying notes. The Company’s estimates are based on the relevant information available at the end of each period. Actual results could differ materially from these estimates under different assumptions or market conditions.

The condensed consolidated financial statements included herein are unaudited, but in the opinion of management, such financial statements include all adjustments, consisting of normal recurring adjustments, necessary to summarize fairly the Company’s financial position, results of operations, and cash flows for the interim periods presented. The interim results reported in these condensed consolidated financial statements should not be taken as indicative of results that may be expected for future interim periods or the full year. For a more comprehensive understanding of the Company and its interim results, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2021. The Company’s accounting policies used in the preparation of these condensed consolidated financial statements do not differ from those used in the annual consolidated financial statements, unless otherwise noted.

The Condensed Consolidated Balance Sheet as of December 31, 2020 included herein was derived from the audited consolidated financial statements as of that date but does not include all the footnote disclosures from the annual consolidated financial statements.

The condensed consolidated financial statements include the accounts of ADT Inc. and its wholly-owned subsidiaries and have been prepared in U.S. dollars in accordance with GAAP. All intercompany transactions have been eliminated. Certain prior period amounts have been reclassified to conform with the current period presentation.

Segment Change

Effective in the first quarter of 2021, 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 changed. Therefore, the Company now reports results in two operating and reportable segments, Consumer and Small Business (“CSB”) and Commercial, rather than a single operating and reportable segment. Where applicable, prior periods have been

retrospectively adjusted to reflect the new operating and reportable segment structure. The accounting policies of the Company’s reportable segments are the same as those of the Company.

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

•Consumer and Small Business (CSB) - Customers in the CSB segment are comprised of residential homeowners, small business operators, and other individual consumers. 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 offerings such as mobile security and home health solutions; (ii) other operating costs associated with support functions related to these operations; and (iii) general corporate costs and other income and expense items not included in the Commercial segment.

Where applicable, results for the Company’s Canadian operations prior to its sale in the fourth quarter of 2019 are included in the CSB segment based on the primary customer market served in Canada.

•Commercial - Customers in the Commercial segment are comprised of larger businesses with more expansive facilities (typically larger than 10,000 square feet) and/or multi-site operations, which often require more sophisticated integrated solutions. The Commercial segment primarily includes (i) revenue and operating costs from the sale, installation, servicing, and monitoring of integrated security and automation systems, fire detection and suppression systems, and other related offerings; (ii) other operating costs associated with support functions related to these operations; and (iii) dedicated corporate and other costs.

Refer to Note 13 “Segment Information” for additional information on the Company’s segments.

COVID-19 Pandemic

During March 2020, the World Health Organization declared the outbreak of a novel coronavirus as a pandemic (the “COVID-19 Pandemic”). While responses have varied by individuals, businesses, and state and local municipalities, the COVID-19 Pandemic has had certain notable adverse impacts on general economic conditions, including the temporary closures of many businesses, increased governmental regulations, supply chain disruptions, and changes in consumer spending due to significant unemployment and other effects attributable to the COVID-19 Pandemic. In order to continue to both protect its employees and serve its customers, the Company has adjusted and is continuously evolving certain aspects of its operations, such as (i) detailed protocols for infectious disease safety for employees, (ii) employee daily wellness checks, and (iii) certain work from home actions, including for the majority of the Company’s call center professionals.

The Company considered the on-going and pervasive economic impact of the COVID-19 Pandemic in its assessment of its financial position, results of operations, cash flows, and certain accounting estimates as of and for the three and six months ended June 30, 2021. Due to the evolving and uncertain nature of the COVID-19 Pandemic, it is possible that the effects of the COVID-19 Pandemic could materially impact the Company’s estimates and condensed consolidated financial statements in future reporting periods.

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 cash and cash equivalents that are restricted for a specific purpose and cannot be included in the general cash and cash equivalents account. Restricted cash and restricted cash equivalents are reflected in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.

The following table presents a reconciliation of the amount of cash and cash equivalents and restricted cash and restricted cash equivalents reported in the Condensed Consolidated Balance Sheets to the total of the same of such amounts shown in the Condensed Consolidated Statements of Cash Flows:


(in thousands)	June 30, 2021		December 31, 2020
Cash and cash equivalents	$	150,439	$	204,998
Restricted cash and restricted cash equivalents	6,066		2,749
Cash and cash equivalents and restricted cash and restricted cash equivalents at end of period	$	156,505	$	207,747

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

The Company capitalizes certain costs including equipment, installation, and other incremental costs associated with transactions in which the Company retains ownership of the security system, as well as selling expenses that are incremental to acquiring customers. These costs are recorded in subscriber system assets, net, and deferred subscriber acquisition costs, net, in the Condensed Consolidated Balance Sheets as these assets embody a probable future economic benefit as they contribute to the generation of future monitoring and related services revenue for the Company. Upon customer termination, the Company may retrieve such assets.

Subscriber system assets represent capitalized equipment and installation costs incurred in connection with transactions in which the Company retains ownership of the security system. Depreciation expense relating to subscriber system assets, which is included in depreciation and intangible asset amortization in the Condensed Consolidated Statements of Operations, was $124 million and $126 million for the three months ended June 30, 2021 and 2020, respectively, and $247 million and $259 million for the six months ended June 30, 2021 and 2020, respectively.

The following table presents the gross carrying amount, accumulated depreciation, and net carrying amount of subscriber system assets:


(in thousands)	June 30, 2021		December 31, 2020
Gross carrying amount	$	5,148,559	$	4,815,286
Accumulated depreciation	(2,386,962)		(2,152,058)
Subscriber system assets, net	$	2,761,597	$	2,663,228

Deferred subscriber acquisition costs represent selling expenses (primarily commissions) that are incremental to acquiring customers. Amortization expense relating to deferred subscriber acquisition costs, which is included in selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations was $30 million and $23 million for the three months ended June 30, 2021 and 2020, respectively, and $59 million and $45 million for the six months ended June 30, 2021 and 2020, respectively.

Subscriber system assets and any related deferred subscriber acquisition costs resulting from customer acquisitions are accounted for on a pooled basis based on the month and year of acquisition. The Company depreciates and amortizes its pooled subscriber system assets and related deferred subscriber acquisition costs using an accelerated method over the estimated life of the customer relationship, which is 15 years.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


(in thousands)	June 30, 2021		December 31, 2020
Accrued interest	$	122,445	$	123,935
Payroll-related accruals	126,611		99,771
Operating lease liabilities	32,360		30,689
Fair value of interest rate swaps	63,841		65,462
Other accrued liabilities	280,710		264,294
Accrued expenses and other current liabilities	$	625,967	$	584,151

Radio Conversion Costs

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 as a result of the 3G and CDMA cellular network providers notifying the Company that they will be retiring their 3G and CDMA networks during 2022. The Company estimates the range of net costs over the course of this program at $250 million to $300 million, which consists of costs, net of any revenue the Company collects from customers, associated with these radio replacements and cellular network conversions. From inception of this program through June 30, 2021, the Company has incurred $196 million of net costs, of which $119 million has been incurred during 2021.

The Company seeks to minimize these costs by converting customers during routine service visits whenever possible. The replacement program and pace of replacement are subject to change and may be influenced by the Company’s ability to access customer sites due to the COVID-19 Pandemic; cost-sharing opportunities with suppliers, carriers, and customers; and the

extent to which the Company is able to implement its Cell Bounce solution, as described below. As of June 30, 2021, the Company provided services to approximately 800 thousand customer sites that transmit signals via 3G or CDMA networks, of which approximately 80% have sunset dates in early 2022. Given the current network retirement dates, the Company expects most of the remaining costs to be incurred during 2021 and expects to continue collecting a portion of the incremental revenue thereafter.

During November 2020, the Company acquired Cell Bounce, a technology company with proprietary radio conversion technology in the form of a user-installable device, which was intended to facilitate the transition of customers on 3G networks in a cost efficient and timely manner. However, as a result of recent worldwide shortages for certain electronic components, the Company expects to continue to replace 3G radios primarily using traditional methods and to use Cell Bounce product to complement these traditional methods to the extent possible.

During the three months ended June 30, 2021 and 2020, the Company incurred radio conversion costs associated with these replacement programs and cellular network conversions of $71 million and $14 million, respectively, and recognized incremental radio conversion revenue of $10 million and $9 million, respectively. During the six months ended June 30, 2021 and 2020, the Company incurred radio conversion costs associated with these replacement programs and cellular network conversions of $140 million and $29 million, respectively, and recognized incremental radio conversion revenue of $21 million and $18 million, respectively. Radio conversion costs and radio conversion revenue are included in selling, general, and administrative expenses and monitoring and related services revenue, respectively, in the Condensed Consolidated Statements of Operations.

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 are investments in money market mutual funds, which totaled $41 million and $143 million as of June 30, 2021 and December 31, 2020, respectively. These investments are classified as Level 1 fair value measurements, which represent unadjusted quoted prices in active markets for identical assets or liabilities.

Retail Installment Contract Receivables, net - The fair value of the Company’s retail installment contract receivables was determined using a discounted cash flow model. The resulting fair value is classified as a Level 3 fair value measurement.

The following table presents the net carrying amount and fair value of retail installment contract receivables:


	June 30, 2021				December 31, 2020
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Retail installment contract receivables, net	$	228,555	$	176,234	$	141,591	$	112,676

Long-Term Debt Instruments - The fair value of the Company’s debt instruments was determined using broker-quoted market prices, which represent prices based on quoted prices for similar assets or liabilities as well as other observable market data. The carrying amounts of debt outstanding, if any, under the Company’s revolving credit facility and receivables facility approximate fair values as interest rates on these borrowings approximate current market rates. The resulting fair values are classified as Level 2 fair value measurements.

The following table presents the carrying amount and fair value of the Company’s long-term debt instruments subject to fair value disclosures:


	June 30, 2021				December 31, 2020
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt instruments, excluding finance lease obligations	$	9,499,654	$	10,109,944	$	9,431,216	$	10,127,291

Derivative Financial Instruments - Derivative financial instruments are reported at fair value as either assets or liabilities in the Condensed Consolidated Balance Sheets. These fair values are primarily calculated using discounted cash flow models that utilize 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.

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 $76 million and $83 million as of June 30, 2021 and December 31, 2020, respectively. The Company does not believe such obligations will materially affect its financial position, results of operations, or cash flows.

Recently Adopted Accounting Pronouncements

Financial Accounting Standards Board Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity, provides guidance to ease the potential burden of accounting for convertible instruments, derivatives related to an entity’s own equity, and the related earnings per share considerations. The Company early adopted the guidance as of January 1, 2021. The impact from adoption was not material.

ASU 2021-01, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting amends ASU 2020-04, which was disclosed in the Company’s 2020 Annual Report. ASU 2021-01 clarifies the scope and guidance of Topic 848 and allows derivatives impacted by the reference rate reform to qualify for certain optional expedients and exceptions for contract modifications and hedge accounting. The guidance is optional and is effective for a limited period of time through December 31, 2022. As of June 30, 2021, this guidance had no impact on the Condensed Consolidated Financial Statements. However, the Company will continue to evaluate this guidance.

2. Revenue and Receivables

The Company generates revenue primarily through contractual monthly recurring fees received for monitoring and related services provided to customers. In transactions in which the Company provides monitoring and related services but retains ownership of the security system, the Company’s performance obligations primarily include monitoring, related services (such as maintenance agreements), and a material right associated with the one-time non-refundable fees in connection with the initiation of a monitoring contract that the customer will not be required to pay again upon a renewal of the contract (referred to as deferred subscriber acquisition revenue). The portion of the transaction price associated with monitoring and related services revenue is recognized when the services are provided to the customer and is reflected in monitoring and related services revenue in the Condensed Consolidated Statements of Operations.

Upon initiation of a monitoring contract, the portion of the transaction price associated with the material right is deferred and recorded as deferred subscriber acquisition revenue in the Condensed Consolidated Balance Sheets. Deferred subscriber acquisition revenue is amortized on a pooled basis into installation and other revenue in the Condensed Consolidated Statements of Operations over the estimated life of the customer relationship using an accelerated method consistent with the related amortization of subscriber system assets and deferred subscriber acquisition costs. Amortization of deferred subscriber acquisition revenue was $41 million and $30 million for the three months ended June 30, 2021 and 2020, respectively, and $78 million and $59 million for the six months ended June 30, 2021 and 2020, respectively.

In transactions involving 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 as well as any monitoring and related services. For such arrangements, the Company allocates a portion of the transaction price to each performance obligation based on relative standalone selling price, which is determined using observable internal or external pricing and profitability metrics. The portion of the transaction price associated with the sale and installation of a system is recognized either at a point in time or over time based upon the nature of the transaction and contractual terms and is reflected in installation and other revenue in the Condensed Consolidated Statements of Operations. For revenue recognized over time, progress toward complete satisfaction of the performance obligation is primarily measured using a cost-to-cost measure of progress method. The cost input that drives revenue recognition for contracts where revenue is recognized over time is based primarily on contract cost incurred to date compared to total estimated contract cost. This measure of progress method includes forecasts based on the best information available and reflects the Company’s judgment to faithfully depict the value of the services transferred to the customer. The portion of the transaction price associated with monitoring and related services revenue is recognized when services are provided to the customer and is reflected in monitoring and related services revenue in the Condensed Consolidated Statements of Operations.

Revenue from product sales related to systems sold under a customer-owned model was $178 million and $259 million for the three months ended June 30, 2021 and 2020, respectively, and $381 million and $553 million for the six months ended June 30, 2021 and 2020, respectively. Cost of revenue from product sales related to systems sold under a customer-owned model was $147 million and $191 million for the three months ended June 30, 2021 and 2020, respectively, and $307 million and $403 million for the six months ended June 30, 2021 and 2020, respectively.

Early termination of the contract by the customer results in a termination charge in accordance with the terms of the contract. Contract termination charges are recognized in revenue when collectability is probable and are reflected in monitoring and related services revenue in the Condensed Consolidated Statements of Operations.

The Company records revenue in the Condensed Consolidated Statements of Operations net of sales and other taxes. Amounts collected from customers for sales and other taxes are reported as a liability net of the related amounts remitted.

Customer billings for services not yet rendered are deferred and recognized as revenue as services are provided. These fees are recorded as current deferred revenue in the Condensed Consolidated Balance Sheets as the Company expects to satisfy any remaining performance obligations, as well as recognize the related revenue, within the next twelve months. 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.

The following table presents the Company’s disaggregated revenue:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
CSB:
Monitoring and related services	$	965,233	$	935,957	$	1,916,481	$	1,873,989
Installation and other	57,414		166,229		144,771		339,364
Total CSB	1,022,647		1,102,186		2,061,252		2,213,353
Commercial:
Monitoring and related services	118,287		105,422		229,805		213,347
Installation and other (1)	163,483		123,779		318,064		274,439
Total Commercial	281,770		229,201		547,869		487,786
Total revenue	$	1,304,417	$	1,331,387	$	2,609,121	$	2,701,139

________________

(1)Approximately half of installation and other revenue generated by the Commercial segment is recognized over time.

Revenue Model Initiative and Equipment Ownership Model Change

During February 2020, the Company launched a new revenue model initiative for certain residential customers, which (i) revised the amount and nature of fees due at installation, (ii) introduced a 60-month monitoring contract option, and (iii) introduced a new retail installment contract option that allows qualifying residential customers to repay the fees due at installation over a 24-, 36-, or 60-month interest-free period. Due to the requirements of the Company’s initial third-party consumer financing program, the Company also transitioned its security system ownership model from a predominately Company-owned model to a predominately customer-owned model (the “Equipment Ownership Model Change”).

During March 2020, the Company entered into an uncommitted receivables securitization financing agreement (the “Receivables Facility”), which allowed the Company to receive financing secured by retail installment contract receivables from transactions under a customer-owned model. During April 2020, the Company amended the Receivables Facility to also permit financing secured by retail installment contract receivables from transactions occurring under a Company-owned model. As a result, the Company began transitioning its security system ownership model to a predominately Company-owned model in May 2020. Refer to Note 6 “Debt” for further discussion regarding the Receivables Facility.

Accounts Receivable, net

Accounts receivable represent unconditional rights to consideration due from customers in the ordinary course of business and are generally due in one year or less. Accounts receivable are recorded at amortized cost less an allowance for credit losses that are not expected to be recovered. The allowance for credit losses is recognized at inception and is reassessed each reporting period.

The Company’s allowance for credit losses is evaluated on a pooled basis based on customer type. For each pool of customers, 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 was not material for the individual pools of customers.

The following table presents changes in the allowance for credit losses:


	Six Months Ended June 30,
(in thousands)	2021		2020(1)
Beginning balance	$	68,342	$	42,960

Provision for credit losses	25,745		50,506
Write-offs, net of recoveries (2)	(31,867)		(34,425)
Ending balance	$	62,220	$	59,041

________________

(1)Beginning balance reflected is subsequent to the adoption of ASU 2016-13, Measurement of Credit Losses on Financial Instrument, and related amendments (“CECL”) on January 1, 2020, which introduced the current expected credit losses model. The impact was not material.

(2)The amount of recoveries was not material for the periods presented, as such, the Company presented write-offs, net of recoveries.

Retail Installment Contract Receivables, net

During February 2020, the Company introduced a new retail installment contract option that 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 the Company’s retail installment contract receivables is not significant.

Retail installment contracts are available for residential transactions occurring under both Company-owned and customer-owned models. When originating a retail installment contract, the Company utilizes external credit scores to assess credit quality of a customer and to determine eligibility for the retail installment contract. In addition, a customer is 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 June 30, 2021, the current and delinquent billed retail installment contract receivables were not material.

Retail installment contract receivables are recorded at amortized cost less an allowance for credit losses that are not expected to be recovered. The allowance for credit losses on retail installment contract receivables is recognized at inception and reassessed each reporting period. As of June 30, 2021 and December 31, 2020, the allowance for credit losses was not material and primarily related to retail installment contract receivables from outright sales transactions.

The following table presents unbilled retail installment contract receivables, net, recognized in the Condensed Consolidated Balance Sheets:


(in thousands)	June 30, 2021		December 31, 2020
Retail installment contract receivables, gross	$	230,517	$	145,957
Allowance for credit losses	(1,962)		(4,366)
Retail installment contract receivables, net	$	228,555	$	141,591
Classification:
Accounts receivable, net	$	68,926	$	47,023
Other assets	159,629		94,568
Retail installment contract receivables, net	$	228,555	$	141,591

As of June 30, 2021 and December 31, 2020, retail installment contract receivables, net, used as collateral for borrowings under the Receivables Facility were $193 million and $109 million, respectively.

Contract Assets, net

Contract assets are recorded when the Company has transferred goods or services to the customer in the ordinary course of business but does not have an unconditional right to such consideration. The contract asset is reclassified to accounts receivable as services are performed and billed, which results in the Company’s unconditional right to the consideration. The Company has the right to bill the customer as service is 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 expected credit losses that are not expected to be recovered. The allowance for credit losses is recognized at inception and reassessed each reporting period. The allowance for credit losses on contract assets was not material for the periods presented.

The following table presents contract assets, net, related primarily to residential transactions recognized in the Condensed Consolidated Balance Sheets:


(in thousands)	June 30, 2021		December 31, 2020
Contract assets, gross	$	143,683	$	161,563
Allowance for credit losses	(21,898)		(29,558)
Contract assets, net	$	121,785	$	132,005
Classification:
Prepaid expenses and other current assets	$	64,279	$	59,382
Other assets	57,506		72,623
Contract assets, net	$	121,785	$	132,005

The Company recognized approximately $22 million and $125 million of contract assets during the six months ended June 30, 2021 and 2020, respectively.

3. Leases

Company as Lessor

The Company is a lessor in certain transactions in which the Company provides monitoring and related services but retains ownership of the security system 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 monitoring and related services. 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. As a result, the Company accounts for the combined component as a single performance obligation under the applicable revenue guidance, and the underlying assets are reflected within subscriber system assets, net, in the Condensed Consolidated Balance Sheets.

Certain of the Company’s transactions do not qualify for the practical expedient as the lease component represents a sales-type lease, and as such, the Company accounts for the lease and non-lease components separately. The Company’s sales-type leases are not material.

Company as Lessee

As part of normal operations, the Company leases real estate, vehicles, and equipment with various lease terms and maturities that extend out through 2030 from various counterparties. 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 an initial lease term of 12 months or less.

The Company’s right-of-use assets and lease liabilities primarily represent (a) lease payments that are fixed at the commencement of a lease and (b) variable lease payments that depend 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, 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 for a lease is determined using the Company’s incremental borrowing rate that coincides 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 not fixed or that are not 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 that vary based on the usage of leased vehicles.

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

The following table presents operating and finance leases recognized in the Condensed Consolidated Balance Sheets:


Leases (in thousands)	Presentation	Classification	June 30, 2021		December 31, 2020
Assets:
Operating	Current	Prepaid expenses and other current assets	$	579	$	684
Operating	Non-current	Other assets	124,503		138,408
Finance	Non-current	Property and equipment, net(1)	58,120		54,414
Total right-of-use assets			$	183,202	$	193,506
Liabilities:
Operating	Current	Accrued expenses and other current liabilities	$	32,360	$	30,689
Finance	Current	Current maturities of long-term debt	31,674		26,955
Operating	Non-current	Other liabilities	101,883		115,694
Finance	Non-current	Long-term debt	32,109		34,373
Total lease liabilities			$	198,026	$	207,711

_________________

(1)Finance right-of-use assets are recorded net of accumulated depreciation of approximately $78 million and $67 million as of June 30, 2021 and December 31, 2020, respectively.

The following table presents the components of total lease cost:


	Three Months Ended				Six Months Ended
Lease Cost (in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Operating lease cost	$	12,159	$	14,312	$	25,052	$	28,912
Finance lease cost
Amortization of right-of-use assets	6,867		6,117		13,178		12,194
Interest on lease liabilities	681		782		1,376		1,615
Variable lease costs	20,154		11,351		33,132		24,149
Total lease cost	$	39,861	$	32,562	$	72,738	$	66,870

The following table presents cash flow and supplemental information associated with the Company’s leases:


	Six Months Ended
Other information (in thousands)	June 30, 2021		June 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	24,072	$	28,639
Operating cash flows from finance leases	$	1,376	$	1,615
Financing cash flows from finance leases	$	14,392	$	14,430

Right-of-use assets obtained in exchange for new:
Operating lease liabilities	$	7,861	$	24,621
Finance lease liabilities	$	17,353	$	7,084

4. Acquisitions

During the six months ended June 30, 2021, total consideration related to business acquisitions was approximately $16 million.

In January 2020, the Company acquired its largest independent dealer, Defender Holdings, Inc. (“Defenders”) (the “Defenders Acquisition”) for total consideration of approximately $290 million, which consisted of cash paid of $173 million, net of cash acquired, and the issuance of approximately 16 million shares of the Company’s Common Stock with a fair value of $114 million. During the six months ended June 30, 2020, other business acquisitions were not material.

5. Goodwill and Other Intangible Assets

Goodwill

During the fourth quarter of 2020, the Company changed its reporting units, which included the reassignment of assets, liabilities, and financial operating results related to the Company’s commercial customers, as well as an applicable portion of goodwill based on a relative fair value approach, from the U.S. reporting unit (now referred to as CSB) into the former Red Hawk reporting unit (now referred to as Commercial).

As discussed in Note 1 “Description of Business and Summary of Significant Accounting Policies,” effective in the first quarter of 2021, the Company’s operating and reportable segments are CSB, which is now comprised of the CSB reporting unit, and Commercial, which is now comprised of the Commercial reporting unit. Both of the Company’s reporting units were previously included in a single operating and reportable segment. The change in reportable segments did not further impact the Company’s reporting units.

The following table presents changes in the carrying amount of goodwill by reportable segment during the six months ended June 30, 2021:


(in thousands)	CSB		Commercial		Total Goodwill
Beginning balance, as previously reported	N/A		N/A		$	5,236,302

Beginning balance, after change in reportable segments	$	4,915,857	$	320,445	$	5,236,302
Acquisitions	—		6,654		6,654
Other	(25)		1,754		1,729
Ending balance	$	4,915,832	$	328,853	$	5,244,685

_________________

N/A—Not applicable.

The Company had no accumulated goodwill impairment losses as of June 30, 2021 and December 31, 2020.

There were no material measurement period adjustments to purchase price allocations during the six months ended June 30, 2021.

Other Intangible Assets

The following table summarizes the gross carrying amounts, accumulated amortization, and net carrying amounts of the Company’s other intangible assets:


	June 30, 2021						December 31, 2020
(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	$	8,377,539	$	(5,192,041)	$	3,185,498	$	8,306,746	$	(4,932,590)	$	3,374,156
Dealer relationships	1,518,020		(419,390)		1,098,630		1,518,020		(379,475)		1,138,545
Other	225,923		(193,587)		32,336		247,536		(186,547)		60,989
Total definite-lived intangible assets	10,121,482		(5,805,018)		4,316,464		10,072,302		(5,498,612)		4,573,690
Indefinite-lived intangible assets:
Trade name	1,333,000		—		1,333,000		1,333,000		—		1,333,000
Intangible assets	$	11,454,482	$	(5,805,018)	$	5,649,464	$	11,405,302	$	(5,498,612)	$	5,906,690

The following table presents changes in the net carrying amount of contracts and related customer relationships during the six months ended June 30, 2021:


(in thousands)
Beginning balance	$	3,374,156
Acquisition of customer relationships	5,333
Customer contract additions, net of dealer charge-backs	354,492
Amortization	(548,483)
Ending balance	$	3,185,498

During the six months ended June 30, 2021, the Company paid $340 million to purchase contracts with customers under the ADT Authorized Dealer Program and from other third parties. The weighted-average amortization period for contracts with customers purchased under the ADT Authorized Dealer Program and from other third parties during the six months ended June 30, 2021 was 13 years.

Contracts and related customer relationships includes the purchase of customer accounts from a third-party in February 2021 for a total contractual purchase price of $91 million, subject to reduction based on customer retention. The Company paid cash at closing of $73 million, which is included in dealer generated customer accounts and bulk account purchases on the Condensed Consolidated Statements of Cash Flows.

The following table presents amortization expense for definite-lived intangible assets:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Definite-lived intangible asset amortization expense	$	300,208	$	305,407	$	599,535	$	612,363

Intangible Asset Impairments

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 recent worldwide shortages for certain electronic components. The fair value was determined using an income-based approach, and the loss is reflected in merger, restructuring, integration, and other in the Condensed Consolidated Statements of Operations.

6. Debt

The Company’s debt was comprised of the following as of June 30, 2021:


(in thousands, except as otherwise indicated)
Debt Description	Issued	Maturity	Interest Rate	Interest Payable	June 30, 2021		December 31, 2020

First Lien Term Loan due 2026	9/23/2019	9/23/2026	Adj. LIBOR +2.75%	Quarterly	$	2,771,953	$	2,778,900

Second Lien Notes due 2028	1/28/2020	1/15/2028	6.250%	1/15 and 7/15	1,300,000		1,300,000
First Lien Notes due 2024	4/4/2019	4/15/2024	5.250%	2/15 and 8/15	750,000		750,000
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
ADT Notes due 2022	7/5/2012	7/15/2022	3.500%	1/15 and 7/15	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		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
Receivables Facility	3/5/2020	5/20/2026	LIBOR +0.85%	Monthly	130,357		75,775
Finance lease obligations	N/A	N/A	N/A	N/A	63,783		61,328
Less: Unamortized debt discount, net					(18,318)		(19,993)
Less: Unamortized deferred financing costs					(60,017)		(64,638)
Less: Unamortized purchase accounting fair value adjustment and other					(175,698)		(188,740)
Total debt					9,561,972		9,492,544
Less: Current maturities of long-term debt					(90,777)		(44,764)
Long-term debt					$	9,471,195	$	9,447,780

_________________

N/A—Not applicable. Refer to Note 3 “Leases” for additional information regarding the Company’s finance leases.

Significant changes in the Company’s debt during the six months ended June 30, 2021 were as follows:

First Lien Credit Agreement

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

In January 2021, the Company amended and restated its First Lien Credit Agreement to refinance the First Lien Term Loan due 2026, which reduced the applicable margin for Adjusted London Interbank Offered Rate (“LIBOR”) loans from 3.25% to 2.75% and reduced the LIBOR floor from 1.00% to 0.75%. Additionally, the amendment requires the Company to make quarterly payments equal to 0.25% of the aggregate outstanding principal amount of the First Lien Term Loan due 2026, or approximately $7 million per quarter. The Company may make voluntary prepayments on the First Lien Term Loan due 2026 at any time prior to maturity at par, subject to a 1.00% prepayment premium in the event of certain specified events at any time during the six months after the closing date of the amendment.

As of June 30, 2021, the Company had an available borrowing capacity of $400 million under its First Lien Revolving Credit Facility and no borrowings outstanding.

Subsequent Event: Amendment and Restatement dated as of July 2, 2021

In July 2021, the Company further amended and restated the First Lien Credit Agreement with respect to the First Lien Revolving Credit Facility, which extended its maturity date to June 23, 2026, subject to certain conditions, and obtained an additional $175 million of commitments. After giving effect to the Amendment and Restatement dated as of July 2, 2021, aggregate commitments under the First Lien Revolving Credit Facility were $575 million.

Receivables Facility

Under the terms of the Receivables Facility, the Company may receive up to $200 million of financing secured by the Company’s retail installment contract receivables. In March 2021, the Company amended the Receivables Facility to, among other things, extend the revolving period until March 4, 2022, and reduced the LIBOR floor from 1.00% to 0.85%.

The Company obtains financing by first selling or contributing certain retail installment contract receivables to the Company’s wholly-owned consolidated bankruptcy-remote special purpose entity (“SPE”), which pursuant to the Receivables Facility, borrows funds secured by these retail installment contract receivables. The SPE 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 in 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 the SPE’s creditors may be remitted to the Company during and after the term of the Receivables Facility. The SPE’s creditors have legal recourse to the transferred retail installment contract receivables owned by the SPE, but do not have any recourse to the Company (other than the SPE) for the payment of principal and interest on the SPE’s financing.

The Company services the transferred retail installment contract receivables and is responsible for ensuring that amounts collected from the transferred retail installment contract receivables are remitted to a segregated bank account in the name of the SPE. On a monthly basis, the segregated account is utilized to make required principal, interest, and other payments due under the Receivables Facility. The segregated account is considered restricted cash and is reflected in prepaid expenses and other current assets in the Company’s Condensed Consolidated Balance Sheets.

Borrowings under the Receivables Facility along with the transferred retail installment contract receivables are included in the Condensed Consolidated Balance Sheets. Borrowings and repayments under the Receivables Facility are reflected as cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows.

During the six months ended June 30, 2021, the Company received proceeds of $71 million under the Receivables Facility and repaid $17 million. As of June 30, 2021 and December 31, 2020, the Company had outstanding balances of $130 million and $76 million, respectively. As of June 30, 2021, the Company had an uncommitted available borrowing capacity of $70 million under the Receivables Facility. The Receivables Facility did not have a material impact to the Condensed Consolidated Statements of Operations during the three or six months ended June 30, 2021 and 2020.

Subsequent Event: Amendment and Restatement of the Receivables Facility

In July 2021, the Company entered into a Receivables Financing Agreement (the “Receivables Financing Agreement”), which amended and restated the Receivables Purchase Agreement related to the Receivables Facility. The Receivables Financing Agreement, among other things, maintains an uncommitted secured lending arrangement among the parties, and provides for certain associated revisions to funding, prepayment, reporting, and similar mechanics; and make certain revisions relating to and facilitating the potential future syndication of the loans made under the Receivables Facility to other lenders.

Variable Interest Entity

The SPE, as described above, meets the definition of a variable interest entity (“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 assets, liabilities, and financial results of operations of the SPE are consolidated in the Company’s condensed consolidated financial statements. As of June 30, 2021 and December 31, 2020, the SPE’s assets and liabilities primarily consisted of unbilled retail installment contract receivables, net, of $193 million and $109 million, respectively, and borrowings under the Receivables Facility of $130 million and $76 million, respectively.

Loss on Extinguishment of Debt

During the six months ended June 30, 2021, loss on extinguishment was not material.

During the six months ended June 30, 2020, loss on extinguishment of debt totaled $66 million and related to the call premium and write-off of unamortized deferred financing costs in connection with the $1.2 billion redemption of the Company’s second-priority secured notes in February 2020.

Other Subsequent Events

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.

The Company intends to use the proceeds from the issuance of the First Lien Notes Due 2029, along with cash on hand, to 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”) that mature on July 15, 2022, and pay related fees and expenses in connection with these transactions.

In July 2021, the Company issued a Notice of Redemption with respect to all of the outstanding ADT Notes Due 2022 and expects to redeem the ADT Notes Due 2022 on August 28, 2021, at a redemption price calculated pursuant to the ADT Notes Due 2022 Indenture, plus accrued and unpaid interest.

7. Derivative Financial Instruments

The Company's derivative financial instruments primarily consist of LIBOR-based interest rate swap contracts, which were entered into with the objective of managing exposure to variability in interest rates on the Company's debt. All interest rate swap contracts are reported in the Condensed Consolidated Balance Sheets at fair value. For interest rate swap contracts not designated as cash flow hedges, unrealized gains and losses are recognized in interest expense, net, in the Condensed Consolidated Statements of Operations. For interest rate swap contracts designated as cash flow hedges, unrealized gains and losses are recognized as a component of accumulated other comprehensive income (“AOCI”) in the Condensed Consolidated Balance Sheets 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 the 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. For interest rate swap contracts that have been de-designated as cash flow hedges and for which the forecasted cash flows are 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 included an other-than-significant financing element at inception are reflected as cash flows from financing activities in the Condensed Consolidated Statements of Cash Flows.

The following table presents the Company’s interest rate swaps as of June 30, 2021 and December 31, 2020 (in thousands):

Execution

Maturity

Designation

Notional Amount

January 2019

April 2022

Not designated

125,000

February 2019

April 2022

Not designated

300,000

October 2019

September 2026

Not designated

2,800,000

Total notional amount

3,225,000

As a result of changes in the interest rate environment during 2020, the Company's interest rate swap contracts previously designated as cash flow hedges with an aggregate notional amount of $3 billion were no longer highly effective beginning in March 2020. 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. As the forecasted cash flows are probable or reasonably possible of occurring, unrealized losses previously recognized as a component of AOCI prior to de-designation will be 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.

The unrealized impact of interest rate swap contracts recognized in interest expense, net, in the Condensed Consolidated Statements of Operations includes losses of $14 million and $28 million during the three months ended June 30, 2021 and 2020, respectively, and a $92 million gain and a $98 million loss during the six months ended June 30, 2021 and 2020, respectively.

During the six months ended June 30, 2021 and 2020, the Company paid $28 million and $11 million, respectively, related to settlements on interest rate swap contracts that included an other-than-insignificant financing element at inception, which is reflected in cash flows from financing activities in the Condensed Consolidated Statement of Cash Flows.

The following table presents the fair value of the Company’s interest rate swaps and related classification in the Condensed Consolidated Balance Sheets:


(in thousands)	June 30, 2021		December 31, 2020





Accrued expenses and other current liabilities	$	63,841	$	65,462
Other liabilities	119,942		210,378
Fair value of interest rate swaps	$	183,783	$	275,840

As of June 30, 2021 and December 31, 2020, AOCI, net of tax, related to cash flow hedges was $94 million and $118 million, respectively.

8. Equity

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. 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 on all matters on which stockholders are entitled to vote generally except for voting on the election, appointment, or removal of directors of the Company. Additionally, each share of Class B Common Stock will immediately become convertible into one share of Common Stock, at the option of the holder, subject to certain timing and restrictions.

Dividends

The following table presents the Company’s dividends declared on common stock during the six months ended June 30, 2021 and 2020:


(in thousands, except per share data)			Common Stock Dividends				Class B Common Stock Dividends
Declaration Date	Record Date	Payment Date	Per Share		Aggregate		Per Share		Aggregate
Six Months Ended June 30, 2021
5/5/2021	6/17/2021	7/1/2021	$	0.035	$	27,268	$	0.035	$	1,916
2/25/2021	3/18/2021	4/1/2021	$	0.035	$	27,220	$	0.035	$	1,916
		Total	$	0.070	$	54,488	$	0.070	$	3,832
Six Months Ended June 30, 2020
5/7/2020	6/18/2020	7/2/2020	$	0.035	$	26,767	$	—	$	—
3/5/2020	3/19/2020	4/2/2020	$	0.035	$	27,117	$	—	$	—
		Total	$	0.070	$	53,884	$	—	$	—

Subsequent Event - On August 4, 2021, the Company announced a dividend of $0.035 per share to holders of Common Stock and Class B Common Stock of record on September 16, 2021, which will be distributed on October 5, 2021.

Other

During February 2019, the Company approved a dividend reinvestment plan (the “DRIP”), which allowed stockholders to designate all or a portion of the cash dividends on their shares of common stock for reinvestment in additional shares of the Company’s Common Stock. The DRIP terminated in accordance with its terms on February 27, 2021. Prior to termination, dividends settled in shares of Common Stock were not material during the three and six months ended June 30, 2021 and 2020.

Share Repurchase Program

During February 2019, the Company approved a share repurchase program (the “Share Repurchase Program”), which authorized the Company to repurchase shares of the Company’s Common Stock (up to a certain amount). The Share Repurchase Program terminated in accordance with its terms on March 23, 2021. Prior to termination, repurchases of shares of Common Stock under the Share Repurchase Program were not material during the three and six months ended June 30, 2021 and 2020.

Accumulated Other Comprehensive Loss

During the three months ended June 30, 2021 and 2020, the Company reclassified out of AOCI $15 million and $11 million, respectively, to interest expense, net, and $4 million and $3 million, respectively, to income tax benefit associated with cash flow hedges.

During the six months ended June 30, 2021 and 2020, the Company reclassified out of AOCI $30 million and $16 million, respectively, to interest expense, net, and $7 million and $4 million, respectively, to income tax benefit associated with cash flow hedges.

As of June 30, 2021, approximately $54 million of AOCI associated with cash flow hedges is estimated to be reclassified to interest expense, net, within the next twelve months.

9. Share-based Compensation

Share-based compensation expense totaled $14 million and $25 million for the three months ended June 30, 2021 and 2020, respectively, and $30 million and $48 million for the six months ended June 30, 2021 and 2020, respectively.

Restricted Stock Units

During the six months ended June 30, 2021, the Company granted approximately 5.8 million restricted stock units (“RSUs”) under the 2018 Omnibus Incentive Plan (the “2018 Plan”). These RSUs are service-based awards, primarily with a three-year graded vesting period from the date of grant. The fair value of the RSUs is equal to the closing price per share of the Company’s Common Stock on the date of grant, which resulted in a weighted-average grant date fair value of $7.83.

The RSUs include retirement provisions that allow awards to continue to vest in accordance with the granted terms in its entirety when a participant reaches retirement eligibility, as long as 12 months of service have been provided since the date of grant. RSUs are entitled to dividend equivalent units, which are granted as additional RSUs and are subject to the same vesting and forfeiture conditions as the underlying RSUs.

10. Net Loss Per Share

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

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

Diluted net 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. Potential shares of Common Stock include (i) incremental shares of Common Stock calculated using the treasury stock method for share-based compensation awards, (ii) incremental shares of Common Stock issuable upon the conversion of Class B Common Stock, and (iii) incremental shares of Common Stock calculated using the treasury stock method for warrants to purchase additional shares of Common Stock that were issued in connection with a business combination.

For purposes of the diluted net loss per share of Common Stock computation, all potential shares of Common Stock that would be dilutive were excluded because their effect would be anti-dilutive. As a result, basic net loss per share of Common Stock is equal to diluted net loss per share of Common Stock for the periods presented.

For purposes of the diluted net loss per share of Class B Common Stock computation, basic net loss per share of Class B Common Stock is equal to diluted net loss per share of Class B Common Stock because (i) there were no potential shares of Class B Common Stock outstanding and (ii) the Company reported a net loss during the three and six months ended June 30, 2021.

The following table provides the computations of basic and diluted net loss per share for each class of common stock:


	Three Months Ended								Six Months Ended
	June 30, 2021				June 30, 2020				June 30, 2021				June 30, 2020
(in thousands, except per share amounts)	Common Stock		Class B Common Stock		Common Stock		Class B Common Stock		Common Stock		Class B Common Stock		Common Stock		Class B Common Stock
Allocation of net loss - basic and diluted	$	(117,446)	$	(8,404)	$	(106,741)	$	—	$	(162,109)	$	(11,635)	$	(407,034)	$	—



Weighted-average shares outstanding - basic and diluted	765,922		54,745		760,597		—		764,322		54,745		759,845		—




Net loss per share - basic and diluted	$	(0.15)	$	(0.15)	$	(0.14)	$	—	$	(0.21)	$	(0.21)	$	(0.54)	$	—

11. Income Taxes

Unrecognized Tax Benefits

During the six months ended June 30, 2021, the Company did not have a material change to its unrecognized tax benefits. The Company’s unrecognized tax benefits relate to tax years that remain subject to audit by the taxing authorities in the U.S. federal, state and local, and foreign jurisdictions. Based on the current status of its income tax audits, the Company does not believe that a significant portion of its unrecognized tax benefits will be resolved in the next twelve months.

Effective Tax Rate

The Company’s income tax benefit for the three months ended June 30, 2021 was $41 million, resulting in an effective tax rate for the period of 24.6%. The effective tax rate primarily represents the federal statutory rate of 21.0%, a state statutory tax rate, net of federal benefits, of 2.8%, and a 0.6% favorable impact from prior year tax return adjustments.

Income tax benefit for the three months ended June 30, 2020 was $28 million, resulting in an effective tax rate for the period of 20.7%. The effective tax rate primarily represents the federal statutory rate of 21.0%, a state statutory tax rate, net of federal benefits, of 2.9%, a 9.7% unfavorable impact from non-deductible charges primarily due to the Defenders Acquisition, partially offset by a 6.7% favorable impact related to a decrease in unrecognized tax benefits.

The Company’s income tax benefit for the six months ended June 30, 2021 was $56 million, resulting in an effective tax rate for the period of 24.2%. The effective tax rate primarily represents the federal statutory rate of 21.0%, a state statutory tax rate, net of federal benefits, of 2.8%, and a 1.0% favorable impact of share-based compensation.

Income tax benefit for the six months ended June 30, 2020 was $106 million, resulting in an effective tax rate for the period of 20.6%. The effective tax rate primarily represents the federal income tax rate of 21.0%, a state statutory tax rate, net of federal benefits, of 3.0%, a 2.8% unfavorable impact from non-deductible charges primarily due to the Defenders Acquisition, and a 1.3% unfavorable impact from an increase in valuation allowances primarily due to tax credits not expected to be utilized prior to expiration.

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

COVID-19 Pandemic

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

During 2020, the Company recognized favorable cash flow impacts related to the accelerated refund of previously generated alternative minimum tax credits, as well as from the deferral of remittance of certain 2020 payroll taxes, with 50% of the deferred amount due by the end of 2021, and the remainder due by the end of 2022. The Company also recognized a benefit from an increase in the interest expense limitation from 30% to 50% for tax years 2019 and 2020.

In connection with the 2021 Rescue Act, the Company noted risks of an unfavorable impact to the Company’s future results of operations and cash flows due to revised Internal Revenue Code Section 162(m) limits on the deduction for executive compensation, effective in tax years after 2026. During the first quarter of 2021, various revenue raising corporate tax provisions were also proposed, including a potential increase in the corporate tax rate and the enactment of a minimum tax on book income. The Company will continue to monitor and assess the potential unfavorable impacts of such proposals.

In addition, states have begun proposing and enacting legislation to address the unfavorable financial impacts of the COVID-19 Pandemic, which includes tax rate changes, decoupling from favorable federal legislation under the CARES Act (such as an increased interest expense limitation from 30% to 50%), and limiting the use of net operating losses. The Company expects the trend to continue through the remainder of 2021, and these changes could have material impacts to the Company’s results of operations and cash flows. The Company will continue to assess the impacts as states finalize and enact these legislative changes.

12. Commitments and Contingencies

Contractual Obligations

During the six months ended June 30, 2021, the Company entered into various commitments to purchase certain parts used in the program to replace 3G and CDMA cellular equipment used in the Company’s security systems. As of June 30, 2021, the Company had $55 million outstanding related to these obligations.

In addition, the Company entered into an agreement in February 2021 with a third party to purchase customer accounts, if certain conditions are met, up to approximately $67 million over the course of the agreement.

There have been no other material changes to the Company’s contractual obligations as compared to December 31, 2020.

Legal Proceedings

The Company is subject to various claims and lawsuits in the ordinary course of business, which include contractual disputes; worker’s compensation; employment matters; product, general, and auto liability claims; claims that the Company has infringed on the intellectual property rights of others; claims related to alleged security system failures; 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’s accrual for ongoing claims and lawsuits not within scope of an insurance program was not material and in most cases the Company has not accrued for any losses as the ultimate outcome or the range of possible loss cannot be estimated. The Company’s accrual for ongoing claims and lawsuits within scope of an insurance program totaled $93 million and $89 million as of June 30, 2021 and December 31, 2020, respectively.

Environmental Matters

In October 2013, the Company was notified by subpoena that the Office of the Attorney General of California, in conjunction with the Alameda County District Attorney, is investigating whether the Company’s electronic waste disposal policies, procedures, and practices are in violation of the California Business and Professions Code and the California Health and Safety Code. During 2016, Protection One, Inc. was also notified by the same parties that it was subject to a similar investigation. The investigations have been inactive since December 2016 other than a status conference conducted in May 2019. The Company is coordinating joint handling of both investigations and continues to fully cooperate with the respective authorities.

Los Angeles Alarm Permit Class Action

In June 2013, the Company was served with a class action complaint in California State Court entitled Villegas v. ADT. In this complaint, the plaintiff asserted that the Company violated certain provisions of the California Alarm Act and the Los Angeles Municipal Alarm Ordinance for its alleged failures to obtain alarm permits for its Los Angeles customers and disclose the alarm permit fee in its customer contracts. The plaintiff seeks to recover damages for putative class members who were required to pay enhanced false alarm fines as a result of the Company not obtaining a valid alarm permit at the time of alarm system installation. The case was initially dismissed by the trial court and judgment was entered in the Company’s favor in October 2014, which the plaintiff appealed. In September 2016, the California Appellate Court reversed and remanded the case back to the trial court. In November 2018, the trial court granted the plaintiff’s motion for class certification and certified four subclasses of customers who received fines from the City of Los Angeles. The case settled in January 2020, and the settlement received preliminary approval from the court in February 2021. A hearing for final approval has been continued until August 2021.

Wage and Hour Class Action

In January 2020, the Company acquired Defenders, which is defending against litigation brought by Teddy Archer and seven other security advisors who claim unpaid overtime under the Fair Labor Standards Act (the “FLSA”), breach of contract under state law in all states, and a violation of state wage-hour laws in California, New Jersey, New York, and Washington. The lawsuit was originally filed in March 2018 in the United States District Court for the District of Delaware. During 2018, the court conditionally certified the case as an FLSA collective action. The plaintiffs seek to represent a nationwide class for unpaid wages. The parties are actively engaged in discovery.

Unauthorized Access by a Former Technician

In April 2020, after investigating a customer inquiry, the Company self-disclosed that a former technician based in Dallas, Texas had, during service visits, added his personal email address to approximately 200 of the Company’s customers’ accounts, which provided this employee with varying levels of unauthorized personal access to such customers’ in-home security systems. In response, the Company initiated an affirmative outreach effort to notify all customers affected by this activity and to address their concerns. Since the disclosure, six lawsuits have been filed against the Company, and the Company intervened in a seventh lawsuit filed against the former technician. Four of these lawsuits are putative class actions and three are individual claims.

In May 2020, the Company was served with a class action complaint in a case captioned Shana Doty v. ADT LLC and filed in the U.S. District Court for the Southern District of Florida. By an amended complaint, the plaintiff asserts causes of action on behalf of herself and other Company customers similarly situated, and seeks to recover damages for breach of contract, negligence, intrusion upon seclusion, violation of the Computer Fraud and Abuse Act, negligent hiring, supervision and retention, and intentional infliction of emotional distress. The Company moved to dismiss the plaintiff’s amended complaint. In December 2020, the federal district court dismissed the causes of action for intrusion upon seclusion and violation of the Computer Fraud and Abuse Act, and further ruled that plaintiff may not seek to hold the Company vicariously liable for any intentional torts committed by the former technician. The Company’s motion was denied on plaintiff’s other claims.

In June 2020, the Company was served with a class action complaint in a case captioned Alexia Preddy v. ADT LLC and filed in the U.S. District Court for the Southern District of Florida. By an amended complaint, the plaintiff asserts causes of action on behalf of herself and others similarly situated as individuals residing in homes of Company customers, and seeks to recover damages for negligence, intrusion upon seclusion, violation of the Computer Fraud and Abuse Act, negligent hiring, supervision and retention, and intentional infliction of emotional distress. The Company moved to dismiss the plaintiff’s amended complaint and to compel arbitration. In December 2020, the federal district court granted the Company’s motion to compel arbitration. The case is stayed and administratively closed pending arbitration. The Company’s motion to dismiss was denied as moot.

In April 2021, the Company accepted service of a new class action complaint filed in the U.S. District Court for the Southern District of Florida on behalf of Randy Doty, the husband of the plaintiff in Shana Doty v. ADT LLC. The claims alleged in the new complaint are substantially similar to the claims asserted in Alexa Preddy v. ADT LLC, the case which has been stayed pending arbitration.

The Company also intervened in a putative Texas state court class action filed against the former technician in August 2020, where the plaintiff asserts a cause of action for intrusion upon seclusion and seeks injunctive relief, and may be subject to future legal claims.

13. Segment Information

Effective in the first quarter of 2021, the manner in which the Company’s Chief Executive Officer, who is the CODM, evaluates performance and makes decisions about how to allocate resources changed. Therefore, the Company now reports results in two operating and reportable segments, CSB and Commercial, rather than a single operating and reportable segment. Refer to Note 1 “Description of Business and Summary of Significant Accounting Policies,” for a description of the Company’s segments.

Where applicable, prior periods have been retrospectively adjusted to reflect the new operating and reportable segment structure.

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

Adjusted EBITDA is defined as net income or loss 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, (vii) losses on extinguishment of debt, (viii) radio conversion costs, net, (ix) financing and consent fees, (x) acquisition related adjustments, and (xi) other charges and non-cash items.

The CODM does not review the Company's assets by segment; therefore, such information is not presented.

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


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020



CSB	$	1,022,647	$	1,102,186	$	2,061,252	$	2,213,353



Commercial	281,770		229,201		547,869		487,786
Total Revenue	$	1,304,417	$	1,331,387	$	2,609,121	$	2,701,139

The following table presents Adjusted EBITDA by segment and a reconciliation to consolidated net loss before taxes:


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Adjusted EBITDA by segment:
CSB	$	509,897	$	550,686	$	1,029,375	$	1,087,761
Commercial	31,968		12,424		54,621		14,838
Total	$	541,865	$	563,110	$	1,083,996	$	1,102,599

Reconciliation to consolidated net loss before taxes:
Total segment Adjusted EBITDA	$	541,865	$	563,110	$	1,083,996	$	1,102,599
Less:
Interest expense, net	166,525		187,265		214,249		412,632
Depreciation and intangible asset amortization	474,271		477,869		944,080		966,893
Amortization of deferred subscriber acquisition costs	30,188		22,789		58,830		45,416
Amortization of deferred subscriber acquisition revenue	(40,729)		(29,540)		(77,888)		(59,017)
Share-based compensation expense	13,587		24,828		29,606		48,327
Merger, restructuring, integration, and other	4,804		12,038		25,311		120,832
Loss on extinguishment of debt	—		—		156		65,843
Radio conversion costs, net(1)	60,635		5,031		119,364		11,670
Financing and consent fees(2)	399		10		3,745		5,260

Other(3)	(944)		(2,608)		(4,129)		(2,428)
Net loss before taxes	$	(166,871)	$	(134,572)	$	(229,328)	$	(512,829)

___________________

(1)Represents costs, net of any incremental revenue earned, associated with replacing cellular technology used in many of the Company’s security systems pursuant to a replacement program.

(2)Represents fees expensed associated with financing transactions.

(3)Represents other charges and non-cash items.

14. Related Party Transactions

The Company’s related party transactions primarily relate to management, consulting, and transaction advisory services provided by Apollo, as well as monitoring and related services provided to or products and services received from other entities controlled by Apollo. There were no significant related party transactions for the three or six months ended June 30, 2021 and 2020.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

INTRODUCTION

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”), which was filed with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) on February 25, 2021, to obtain a more comprehensive understanding of our financial condition, changes in financial condition, and results of operations. The following discussion and analysis contains forward-looking statements about our business, operations, and financial performance based on current plans and estimates that involve risks, uncertainties, and assumptions. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause such differences are discussed in the sections of this Quarterly Report on Form 10-Q titled “Cautionary Statements Regarding Forward-Looking Statements” and “Item 1A. Risk Factors.”

OVERVIEW

ADT Inc., together with its wholly-owned subsidiaries (collectively, the “Company,” “we,” “our,” “us,” and “ADT”), is a leading provider of security, automation, and smart home solutions serving consumers and businesses in the U.S. We offer many ways to help protect and connect customers by providing 24/7 professional monitoring services as well as delivering lifestyle-driven solutions through professionally installed, do-it-yourself (“DIY”), mobile, and digital-based offerings for residential, small business, and larger commercial customers. We are one of the largest full-service security and home automation companies with a national footprint, and we deliver an integrated customer experience by maintaining the industry’s largest sales, installation, and service field force, as well as a 24/7 professional monitoring network. As of June 30, 2021, we served approximately 6.6 million recurring customers, excluding contracts monitored but not owned.

Our security and automation offerings involve the sale, installation, and monitoring of security and premises automation systems designed to detect intrusion; control access; sense movement, smoke, fire, carbon monoxide, flooding, temperature, and other environmental conditions and hazards; and address personal emergencies, such as injuries, medical emergencies, or incapacitation. Upon the occurrence of certain initiating events, monitored security systems send event-specific signals to our monitoring centers. According to the type of service contract and customer preference, our monitoring center personnel respond to alarms by relaying appropriate information to first responders, such as local police, fire departments, or medical emergency response centers; the customer; or others on the customer’s emergency contact list. We continue to invest and innovate in our alarm verification technologies as well as partner with industry associations and various first responder agencies to help prioritize response events and enhance response policies. The breadth of our solutions allows us to meet a wide variety of customer needs.

The vast majority of our new customers enroll in our interactive and smart home solutions, which allow our customers to remotely monitor and manage their environments. Depending on the service plan and type of product installation, customers are able to remotely access information regarding the security of their residential or commercial environment, arm and disarm their security systems, adjust lighting or thermostat levels, monitor and react to defined events, or view real-time video from cameras covering different areas of their premises through a customized web portal from web-enabled devices (such as smart phones, laptops, and tablet computers). Additionally, our interactive and smart home solutions enable customers to create customized and automated schedules for managing connected devices such as lights, thermostats, appliances, garage doors, and cameras. These systems can also be programmed to perform additional functions such as recording and viewing live video and sending text messages or other alerts based on triggering events or conditions.

As part of our product innovation, we are extending the concept of security from the physical home or business to personal on-the-go security and safety with SoSecure, our mobile safety application, and other offerings. Our technology allows us to integrate with various third-party connected and wearable devices enabling us to serve our customers whether they are at home or on-the-go. Customers’ increasingly mobile and active lifestyles have also created new opportunities for us in the fast-growing market for self-monitored DIY products and mobile technology. Additionally, we offer personal emergency response system products and services that are supported by our monitoring centers and utilize our security monitoring infrastructure to provide customers with solutions helping to sustain independent living and encourage better self-care activities.

BASIS OF PRESENTATION

All financial information presented in this section has been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and includes the accounts of ADT Inc. and its wholly-owned subsidiaries. All intercompany transactions have been eliminated.

Segment Change

Effective in the first quarter of 2021, the manner in which our Chief Executive Officer, who is the chief operating decision maker (the “CODM”), evaluates performance and makes decisions about how to allocate resources changed. Therefore, we now report results in two operating and reportable segments, Consumer and Small Business (“CSB”) and Commercial, rather than a single operating and reportable segment. Where applicable, prior periods have been retrospectively adjusted to reflect the new operating and reportable segment structure.

We organize our segments based on customer type as follows:

•Consumer and Small Business (CSB) - Customers in our CSB segment are comprised of residential homeowners, small business operators, and other individual consumers. Our 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 offerings such as mobile security and home health solutions; (ii) other operating costs associated with support functions related to these operations; and (iii) general corporate costs and other income and expense items not included in the Commercial segment.

Results for our Canadian operations prior to its sale in the fourth quarter of 2019 are included in the CSB segment based on the primary customer market served in Canada.

•Commercial - Customers in our Commercial segment are comprised of larger businesses with more expansive facilities (typically larger than 10,000 square feet) and/or multi-site operations, which often require more sophisticated integrated solutions. Our Commercial segment primarily includes (i) revenue and operating costs from the sale, installation, servicing, and monitoring of integrated security and automation systems, fire detection and suppression systems, and other related offerings; (ii) other operating costs associated with support functions related to these operations; and (iii) dedicated corporate and other costs.

Our CODM uses Adjusted EBITDA, which is the segment profit measure, to evaluate segment performance. Our definition of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to net loss, and additional information, including a description of the limitations relating to the use of Adjusted EBITDA, are provided under “—Non-GAAP Measures.”

FACTORS AFFECTING OPERATING RESULTS

Our subscriber-based offerings require significant upfront investment to generate new customers, which in turn provide predictable recurring revenue generated from our monitoring and other services. In order to optimize returns on customer acquisitions and cash flow generation, we focus on the following key drivers of our business: disciplined, high-quality customer additions; efficient customer acquisition; best-in-class customer service; customer retention; and costs incurred to provide ongoing services to customers.

Our ability to add new customers depends on the overall demand for our products and services, which is driven by a number of external factors. The overall economic condition in the geographies in which we operate can impact our ability to attract new customers and grow our business in all customer channels. Growth in our residential customer base can be influenced by the overall state of the housing market. Growth in our commercial customer base can be influenced by the rate at which new businesses are formed or existing businesses grow. The demand for our products and services is also impacted by the perceived threat of crime, as well as the price and quality of our offerings compared to our competitors.

Monthly fees generated from any individual customer vary based on the level of service provided and customer tenure. We offer a wide range of services at various price points from basic burglar alarm monitoring to our full suite of interactive services, as well as our fire detection and suppression systems and other Commercial offerings. Our ability to increase monthly fees at the individual customer level depends on a number of factors, including our ability to effectively introduce and market additional features and services that increase the value of our offerings, which we believe drives customers to purchase higher levels of service and supports our ability to make periodic adjustments to pricing. In addition, we may experience an increase in costs associated with offering a wider variety of products and services, as well as an increase in costs associated with providing more interactive services.

A portion of our customer base can be expected to cancel its service every year. Customers may choose not to renew or may terminate their contracts for a variety of reasons, including relocation, cost, loss to competition, or service issues. Attrition has a direct impact on our financial results, including revenue, operating income, and cash flows.

COVID-19 Pandemic

During March 2020, the World Health Organization declared the outbreak of a novel coronavirus as a pandemic (the “COVID-19 Pandemic”). While responses have varied by individuals, businesses, and state and local municipalities, the COVID-19 Pandemic has had certain notable adverse impacts on general economic conditions, including the temporary closures of many businesses, increased governmental regulations, supply chain disruptions, and changes in consumer spending due to significant unemployment and other effects attributable to the COVID-19 Pandemic. In order to continue to both protect our employees and serve our customers, we have adjusted and are continuously evolving certain aspects of our operations, such as (i) detailed protocols for infectious disease safety for employees, (ii) employee daily wellness checks, and (iii) certain work from home actions, including for the majority of our call center professionals.

While the COVID-19 Pandemic has impacted our commercial businesses to a greater extent than our residential businesses, we believe our overall recurring revenue and highly variable subscriber acquisition cost model provides a solid financial foundation for strong cash flow generation. Accordingly, during the challenging macroeconomic environment brought on by the COVID-19 Pandemic, we anticipate maintaining sufficient liquidity and capital resources to continue (i) providing essential services, (ii) satisfying our debt requirements, and (iii) having the ability to return capital to our stockholders in the form of a regular quarterly dividend.

We have not sought or requested government assistance as a result of the COVID-19 Pandemic, but we did experience a favorable cash flow impact and other benefits associated with certain income tax and payroll tax provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). While we have incurred additional costs associated with providing personal protective equipment for our employees and implementing certain work from home actions, we also instituted various cost control measures. Furthermore, we believe uncertainties around the economic environment and COVID-19 Pandemic increase consumer and business awareness of the need for security. In 2020, we experienced a lower volume of customer relocations and used temporary pricing and retention initiatives for existing customers, which we believe helped counterbalance any increase in gross customer revenue attrition as a result of changes in consumer or business spending caused by the COVID-19 Pandemic. As the economic environment continues to evolve in response to the COVID-19 Pandemic, we may continue to experience an increase in the number of relocations or other factors, which could impact our results including gross customer revenue attrition.

In addition, we believe the COVID-19 Pandemic affected the seasonal trends we have historically experienced with respect to residential customers. Prior to 2020, new customer additions and our disconnect rates have typically been higher during the second and third calendar quarters of each year relative to the first and fourth quarters. Several factors, including the timing of household moves, caused deviations in these trends during 2020. We are currently unable to determine the ongoing impact the COVID-19 Pandemic will have on our seasonality, and we may experience fluctuations in certain trends in the future.

We considered the on-going and pervasive economic impact of the COVID-19 Pandemic in our assessment of our financial position, results of operations, cash flows, and certain accounting estimates as of and for the three and six months ended June 30, 2021. Due to the evolving and uncertain nature of the COVID-19 Pandemic, it is possible that its effects could materially impact our estimates and financial results in future reporting periods.

Radio Conversion Costs

During 2019, we commenced a program to replace 3G and Code-Division Multiple Access (“CDMA”) cellular equipment used in many of our security systems as a result of the 3G and CDMA cellular network providers notifying us that they will be retiring their 3G and CDMA networks during 2022. We estimate that we will incur between $250 million to $300 million of net costs over the course of the program, which consists of costs, net of any revenue we collect from customers, associated with these radio replacements and cellular network conversions. From inception of this program through June 30, 2021, we have incurred $196 million of net costs, of which $119 million was incurred during the six months ended June 30, 2021.

We seek to minimize these costs by converting customers during routine service visits whenever possible. However, the replacement program and pace of replacement are subject to change and may be influenced by our ability to access customer sites due to the COVID-19 Pandemic; cost-sharing opportunities with suppliers, carriers, and customers; and the extent to which we are able to implement our Cell Bounce solution, as described below. As of June 30, 2021, we provided services to approximately 800 thousand customer sites that transmit signals via 3G or CDMA networks, of which approximately 80% have sunset dates in early 2022. Given the current network retirement dates, we estimate that we will incur most of the remaining costs during 2021, and we expect to continue to collect a portion of the incremental revenue thereafter.

During November 2020, we acquired Cell Bounce, a technology company with proprietary radio conversion technology in the form of a user-installable device, which was intended to facilitate the transition of customers on 3G networks in a cost efficient and timely manner. However, as a result of recent worldwide shortages for certain electronic components, we expect to

continue to replace 3G radios primarily using traditional methods, and we will use Cell Bounce product to complement these traditional methods to the extent possible.

Google Commercial Agreement

In 2020, we entered into a Master Supply, Distribution, and Marketing Agreement (the “Google Commercial Agreement”) with Google LLC (“Google”), pursuant to which Google has agreed to supply us with certain Google devices, as well as certain Google video and analytics services (“Google Services”), for sale to our customers. The Google Commercial Agreement also sets forth certain termination rights of the parties, certain exclusivity obligations of the Company in favor of Google, and certain other rights and obligations of the parties, all as described in our public filings with the SEC.

The Google Commercial Agreement further specifies that each party will contribute $150 million towards the joint marketing of devices and services; customer acquisition; training of our employees on the sales, installation, customer service, and maintenance of the product and service offerings; and technology updates for products included in such offerings. Each party is required to contribute such funds in three equal tranches, subject to the attainment of certain milestones.

Next Generation Platform

In November 2020, we announced the ongoing development of our ADT-owned next generation professional security and automation technology platform, which is currently being developed in coordination with Google. Our comprehensive interactive platform is expected to provide customers with a seamless experience across security, life safety, automation, and analytics through a common application. Additionally, our platform is expected to integrate the user experience, customer service experience, and back-end support.

We expect to incur costs of approximately $50 million associated with the development of our next generation platform in 2021. These initiatives are in the early stages, and it is possible that we could experience a material increase in the related costs.

SIGNIFICANT EVENTS

The comparability of our results of operations has been impacted by the following events:

Revenue Model Initiative and Equipment Ownership Model Change

During February 2020, we launched a new revenue model initiative for certain residential customers, which (i) revised the amount and nature of fees due at installation, (ii) introduced a 60-month monitoring contract option, and (iii) introduced a new retail installment contract option that allows qualifying residential customers to pay the fees due at installation over a 24-, 36-, or 60-month interest-free period. Due to the requirements of our initial third-party consumer financing program, we also transitioned our security system ownership model from a predominately Company-owned model to a predominately customer-owned model (the “Equipment Ownership Model Change”).

During March 2020, we entered into an uncommitted receivables securitization financing agreement (the “Receivables Facility”), which allowed us to receive financing secured by retail installment contract receivables from transactions under a customer-owned model. During April 2020, we amended the Receivables Facility to also permit financing secured by retail installment contract receivables from transactions occurring under a Company-owned model. As a result, we began transitioning our security system ownership model to a predominately Company-owned model in May 2020. In addition, our residential transactions included a temporary increase in transactions sold under a customer-owned model as a result of, and subsequent to, the acquisition of Defender Holdings, Inc. (“Defenders”) (the “Defenders Acquisition”) in January 2020. Since March 2021, substantially all new residential transactions take place under a Company-owned model.

The transition to a predominately Company-owned model is expected to continue to impact our results of operations and cash flow presentation during 2021 compared to 2020 due to different accounting policies applicable to a Company-owned model versus a customer-owned model. We cannot be certain that our revenue model initiative, as described above, or the transition to a predominately Company-owned model, will achieve the desired outcomes. Accordingly, these actions could have a material adverse effect on our business, financial condition, results of operations, cash flows, and key performance indicators.

KEY PERFORMANCE INDICATORS

In evaluating our results, we utilize key performance indicators, which include non-GAAP measures as well as certain other operating metrics such as recurring monthly revenue and gross customer revenue attrition. Our computations of key performance indicators may not be comparable to other similarly titled measures reported by other companies. Additionally, our operating metric key performance indicators are approximated as there may be variations to reported results in each period due to certain adjustments we might make in connection with the integration over several periods of acquired companies that calculated these metrics differently, or otherwise, including periodic reassessments and refinements in the ordinary course of business. These refinements, for example, may include changes due to systems conversions or historical methodology differences in legacy systems.

Recurring Monthly Revenue (“RMR”)

RMR is generated by contractual recurring fees for monitoring and other recurring services provided to our customers. We believe the presentation of RMR is useful because it measures the volume of revenue under contract at a given point in time.

Gross Customer Revenue Attrition

A portion of our customer base can be expected to cancel its service every year. Customers may choose not to renew or may terminate their contracts for a variety of reasons, including relocation, cost, loss to competition, or service issues. Gross customer revenue attrition has a direct impact on our financial results, including revenue, operating income, and cash flows.

Gross customer revenue attrition is defined as RMR lost as a result of customer attrition, net of dealer charge-backs and reinstated customers, excluding contracts monitored but not owned and DIY customers. Customer sites are considered canceled when all services are terminated. Dealer charge-backs represent customer cancellations charged back to the dealers because the customer canceled service during the charge-back period, which is generally thirteen months.

Gross customer revenue attrition is calculated on a trailing twelve-month basis, the numerator of which is the RMR lost during the period due to attrition, net of dealer charge-backs and reinstated customers, excluding contracts monitored but not owned and DIY customers, and the denominator of which is total annualized RMR based on an average of RMR under contract at the beginning of each month during the period.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP measure that we believe is useful to investors to measure the operational strength and performance of our business. Our definition of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to net loss (the most comparable GAAP measure), and additional information, including a description of the limitations relating to the use of Adjusted EBITDA, are provided under “—Non-GAAP Measures.”

RESULTS OF OPERATIONS

Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

The following table presents our condensed consolidated results of operations and key performance indicators:


(in thousands, except as otherwise indicated)	Three Months Ended
Results of Operations:	June 30, 2021			June 30, 2020			$ Change
Monitoring and related services	$	1,083,520		$	1,041,379		$	42,141
Installation and other	220,897			290,008			(69,111)
Total revenue	1,304,417			1,331,387			(26,970)
Cost of revenue (exclusive of depreciation and amortization shown separately below)	381,585			376,347			5,238
Selling, general, and administrative expenses	445,636			414,711			30,925
Depreciation and intangible asset amortization	474,271			477,869			(3,598)
Merger, restructuring, integration, and other	4,804			12,038			(7,234)


Operating (loss) income	(1,879)			50,422			(52,301)
Interest expense, net	(166,525)			(187,265)			20,740
Loss on extinguishment of debt	—			—			—
Other income	1,533			2,271			(738)
Loss before income taxes	(166,871)			(134,572)			(32,299)
Income tax benefit	41,021			27,831			13,190
Net loss	$	(125,850)		$	(106,741)		$	(19,109)

Key Performance Indicators: (1)
RMR	$	352,428		$	338,780		$	13,648
Gross customer revenue attrition (percent)	13.3		%	13.1		%	N/A
Adjusted EBITDA (2)	$	541,865		$	563,110		$	(21,245)

_______________________

(1)Refer to the “—Key Performance Indicators” section for the definitions of these key performance indicators.

(2)Adjusted EBITDA is a non-GAAP measure. Refer to the “—Non-GAAP Measures” section for the definition of this term and reconciliation to the most comparable GAAP measure.

N/A—Not applicable.

Monitoring and Related Services Revenue (“M&S Revenue”)

The following table presents M&S Revenue in total and by segment:


	Three Months Ended
(in thousands)	June 30, 2021		June 30, 2020		$ Change
CSB	$	965,233	$	935,957	$	29,276
Commercial	118,287		105,422		12,865
Total M&S Revenue	$	1,083,520	$	1,041,379	$	42,141

The increase in total M&S Revenue was primarily attributable to higher recurring revenue in CSB, which was driven by (i) improvements in average pricing as new and existing customers selected higher priced interactive and other services and (ii) an increase in the number of customers over the period primarily due to a higher volume of dealer-generated and bulk account purchases.

The increase in Commercial was driven by higher recurring revenue primarily due to an increase in the number of customers over the period, including the acquisition of businesses and customer accounts and improvements in customer retention.

Refer to the discussion below under “—M&S Revenue” for the six months ended June 30, 2021 compared to 2020 for changes in RMR and gross customer revenue attrition.

Installation and Other Revenue

The following table presents installation and other revenue in total and by segment:


	Three Months Ended
(in thousands)	June 30, 2021		June 30, 2020		$ Change
CSB	$	57,414	$	166,229	$	(108,815)
Commercial	163,483		123,779		39,704
Total installation and other revenue	$	220,897	$	290,008	$	(69,111)

Total installation and other revenue decreased primarily due to a lower volume of outright sales transactions in CSB, driven by our transition to a predominately Company-owned model, partially offset by an increase in the current period in outright sales transactions in Commercial as compared to the prior period that was impacted by the COVID-19 Pandemic, as well as from acquisitions.

Cost of Revenue

The following table presents cost of revenue in total and by segment:


	Three Months Ended
(in thousands)	June 30, 2021		June 30, 2020		$ Change
CSB	$	187,766	$	215,301	$	(27,535)
Commercial	193,819		161,046		32,773
Total cost of revenue	$	381,585	$	376,347	$	5,238

Total cost of revenue remained relatively flat year over year and included a decrease in CSB offset by an increase in Commercial.

The decrease in CSB was primarily driven by a decrease in installation costs due to a lower volume of outright sales transactions as a result of our transition to a predominately Company-owned model. The decrease was partially offset by higher field service and call center costs primarily due to an increase in service ticket and call volume as compared to the prior period that was impacted by the COVID-19 Pandemic.

The increase in Commercial was driven by an increase in installation costs in the current period as compared to the prior period that was impacted by the COVID-19 Pandemic, partially offset by cost savings initiatives.

Selling, General, and Administrative Expenses

The increase in selling, general, and administrative expenses was primarily driven by:

•increases in radio conversion costs of $57 million primarily related to an increase in the number of conversions of customers in our CSB segment;

•decreases in the provision for credit losses of $18 million and $4 million in our CSB and Commercial segments, respectively, primarily due to the impact of the COVID-19 Pandemic in the prior year; and

•decreases in share-based compensation, as well as lower selling costs (primarily commissions) partially offset by an increase in amortization of deferred subscriber acquisition costs.

Interest Expense, net

The decrease in interest expense, net, was primarily driven by an unrealized loss of $14 million on interest rate swaps contracts not designated as cash flow hedges during the three months ended June 30, 2021, as compared to an unrealized loss of $28 million during the prior period.

Income Tax Benefit

Income tax benefit for the three months ended June 30, 2021 was $41 million, resulting in an effective tax rate for the period of 24.6%. The effective tax rate primarily represents the federal statutory rate of 21.0%, a state statutory tax rate, net of federal benefits, of 2.8%, and a 0.6% favorable impact from prior year tax return adjustments.

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

The following table presents our condensed consolidated results of operations and key performance indicators:


(in thousands, except as otherwise indicated)	Six Months Ended
Results of Operations:	June 30, 2021		June 30, 2020		$ Change
Monitoring and related services	$	2,146,286	$	2,087,336	$	58,950
Installation and other	462,835		613,803		(150,968)
Total revenue	2,609,121		2,701,139		(92,018)
Cost of revenue (exclusive of depreciation and amortization shown separately below)	762,751		784,333		(21,582)
Selling, general, and administrative expenses	895,238		868,015		27,223
Depreciation and intangible asset amortization	944,080		966,893		(22,813)
Merger, restructuring, integration, and other	25,311		120,832		(95,521)
Operating loss	(18,259)		(38,934)		20,675
Interest expense, net	(214,249)		(412,632)		198,383
Loss on extinguishment of debt	(156)		(65,843)		65,687
Other income	3,336		4,580		(1,244)
Loss before income taxes	(229,328)		(512,829)		283,501
Income tax benefit	55,584		105,795		(50,211)
Net loss	$	(173,744)	$	(407,034)	$	233,290






Key Performance Indicators: (1)
RMR	$	352,428	$	338,780	$	13,648
Gross customer revenue attrition (percent)	13.3%		13.1%		N/A
Adjusted EBITDA (2)	$	1,083,996	$	1,102,599	$	(18,603)

_______________________

(1)Refer to the “—Key Performance Indicators” section for the definitions of these key performance indicators.

(2)Adjusted EBITDA is a non-GAAP measure. Refer to the “—Non-GAAP Measures” section for the definition of this term and a reconciliation to the most comparable GAAP measure.

N/A—Not applicable.

Monitoring and Related Services Revenue

The following table presents M&S Revenue in total and by segment:


	Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		$ Change
CSB	$	1,916,481	$	1,873,989	$	42,492
Commercial	229,805		213,347		16,458
Total M&S Revenue	$	2,146,286	$	2,087,336	$	58,950

Total RMR was $352 million and $339 million as of June 30, 2021 and 2020, respectively. The increase in RMR was primarily due to improvements in average pricing and net customer additions.

Gross customer revenue attrition was 13.3% and 13.1% as of June 30, 2021 and 2020, respectively. The increase in gross customer revenue attrition was attributable to a lower volume of dealer charge-backs primarily related to the Defenders Acquisition in 2020 and an increase in relocations, partially offset by fewer non-payment disconnects and the benefit of customer retention initiatives.

Installation and Other Revenue

The following table presents installation and other revenue in total and by segment:


	Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		$ Change
CSB	$	144,771	$	339,364	$	(194,593)
Commercial	318,064		274,439		43,625
Total installation and other revenue	$	462,835	$	613,803	$	(150,968)

Cost of Revenue

The following table presents cost of revenue in total and by segment:


	Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		$ Change
CSB	$	381,137	$	440,302	$	(59,165)
Commercial	381,614		344,031		37,583
Total cost of revenue	$	762,751	$	784,333	$	(21,582)

The decrease in total cost of revenue was primarily attributable to CSB partially offset by an increase in Commercial.

Selling, General, and Administrative Expenses

The increase in selling, general, and administrative expenses was driven by:

•increases in radio conversion costs of $111 million primarily related to an increase in the number of conversions of customers in our CSB segment;

•decreases in the provision for credit losses of $39 million and $15 million in our CSB and Commercial segments, respectively, primarily due to the impact of the COVID-19 Pandemic in the prior year; and

•decreases in share-based compensation, as well as lower selling costs (primarily commissions) partially offset by an increase in amortization of deferred subscriber acquisition costs.

Depreciation and Intangible Asset Amortization

The decrease in depreciation and intangible asset amortization expense was primarily due to decreases related to contracts and related customer relationships and subscriber system assets.

Merger, Restructuring, Integration, and Other

During the six months ended June 30, 2021, merger, restructuring, integration, and other primarily included an $18 million impairment charge due to lower than expected benefits from the Cell Bounce developed technology intangible asset as a result of recent worldwide shortages for certain electronic components.

During the six months ended June 30, 2020, merger, restructuring, integration, and other primarily included losses of $81 million associated with the settlement of a pre-existing relationship in connection with the Defenders Acquisition and $12 million due to fair value remeasurements on a strategic investment.

During the six months ended June 30, 2021 and 2020, amounts included in merger, restructuring, integration, and other primarily related to our CSB segment.

Interest Expense, net

The decrease in interest expense, net, was primarily driven by an unrealized gain of $92 million on interest rate swap contracts not designated as cash flow hedges during the six months ended June 30, 2021, as compared to an unrealized loss of $98 million during the prior year.

Loss on Extinguishment of Debt

Income Tax Benefit

Income tax benefit for the six months ended June 30, 2021 was $56 million, resulting in an effective tax rate for the period of 24.2%. The effective tax rate primarily represents the federal statutory rate of 21.0%, a state statutory tax rate, net of federal benefits, of 2.8%, and a 1.0% favorable impact of share-based compensation.

NON-GAAP MEASURES

To provide investors with additional information in connection with our results as determined in accordance with GAAP, we disclose Adjusted EBITDA as a non-GAAP measure. This measure is not a financial measure calculated in accordance with GAAP, and it should not be considered as a substitute for net income, operating income, or any other measure calculated in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.

Adjusted EBITDA

We believe that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about our operating profitability adjusted for certain non-cash items, non-routine items that we do not expect to continue at the same level in the future, as well as other items that are not core to our operations. Further, we believe Adjusted EBITDA provides a meaningful measure of operating profitability because we use it for evaluating our business performance, making budgeting decisions, and comparing our performance against that of other peer companies using similar measures.

We define Adjusted EBITDA as net income or loss 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, (vii) losses on extinguishment of debt, (viii) radio conversion costs, net, (ix) financing and consent fees, (x) acquisition related adjustments, and (xi) other charges and non-cash items.

There are material limitations to using Adjusted EBITDA. Adjusted EBITDA does not take into account certain significant items, including depreciation and amortization, interest, taxes, and other adjustments which directly affect our net income or loss. These limitations are best addressed by considering the economic effects of the excluded items independently and by considering Adjusted EBITDA in conjunction with net income or loss as calculated in accordance with GAAP.

Adjusted EBITDA

The table below reconciles Adjusted EBITDA to net loss:


	Three Months Ended						Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		$ Change		June 30, 2021		June 30, 2020		$ Change
Net loss	$	(125,850)	$	(106,741)	$	(19,109)	$	(173,744)	$	(407,034)	$	233,290
Interest expense, net	166,525		187,265		(20,740)		214,249		412,632		(198,383)
Income tax benefit	(41,021)		(27,831)		(13,190)		(55,584)		(105,795)		50,211
Depreciation and intangible asset amortization	474,271		477,869		(3,598)		944,080		966,893		(22,813)
Amortization of deferred subscriber acquisition costs	30,188		22,789		7,399		58,830		45,416		13,414
Amortization of deferred subscriber acquisition revenue	(40,729)		(29,540)		(11,189)		(77,888)		(59,017)		(18,871)
Share-based compensation expense	13,587		24,828		(11,241)		29,606		48,327		(18,721)
Merger, restructuring, integration, and other	4,804		12,038		(7,234)		25,311		120,832		(95,521)
Loss on extinguishment of debt	—		—		—		156		65,843		(65,687)
Radio conversion costs, net(1)	60,635		5,031		55,604		119,364		11,670		107,694
Financing and consent fees(2)	399		10		389		3,745		5,260		(1,515)

Other(3)	(944)		(2,608)		1,664		(4,129)		(2,428)		(1,701)
Adjusted EBITDA	$	541,865	$	563,110	$	(21,245)	$	1,083,996	$	1,102,599	$	(18,603)

___________________

(1)Represents costs, net of any incremental revenue earned, associated with replacing cellular technology used in many of our security systems pursuant to a replacement program.

(2)Represents fees expensed associated with financing transactions.

(3)Represents other charges and non-cash items.

The following table presents Adjusted EBITDA in total and by segment:


	Three Months Ended						Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		$ Change		June 30, 2021		June 30, 2020		$ Change
CSB	$	509,897	$	550,686	$	(40,789)	$	1,029,375	$	1,087,761	$	(58,386)
Commercial	31,968		12,424		19,544		54,621		14,838		39,783
Adjusted EBITDA	$	541,865	$	563,110	$	(21,245)	$	1,083,996	$	1,102,599	$	(18,603)

Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

The decrease in total Adjusted EBITDA was primarily attributable to CSB, which was driven by a decrease in installation and other revenue, net of the associated costs, from a lower volume of outright sales transactions primarily due to our transition to a predominately Company-owned model, as well as higher field service and call center costs. This decrease was partially offset by (i) higher recurring revenue, (ii) lower selling expenses (primarily commissions), and (iii) a lower provision for credit losses.

The increase in Adjusted EBITDA in Commercial was driven by higher installation and other revenue, net of the associated costs, in the current period as compared to the prior period that was impacted by the COVID-19 Pandemic, as well as cost savings initiatives.

The explanations above exclude amounts outside of our definition of Adjusted EBITDA, as applicable. Refer to the discussions above under “—Results of Operations” for further details.

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

The decrease in total Adjusted EBITDA was primarily attributable to CSB, which was driven by a decrease in installation and other revenue, net of the associated costs, from a lower volume of outright sales transactions primarily due to our transition to a predominately Company-owned model, as well as higher field service and call center costs. This decrease was partially offset by (i) higher recurring revenue, (ii) a lower provision for credit losses, and (iii) lower selling expenses (primarily commissions).

The increase in Adjusted EBITDA in Commercial was driven by (i) higher installation and other revenue, net of the associated costs, in the current period as compared to the prior period that was impacted by the COVID-19 Pandemic, as well as cost savings initiatives, (ii) higher recurring revenue, and (iii) a lower provision for credit losses.

The explanations above exclude amounts outside of our definition of Adjusted EBITDA, as applicable. Refer to the discussions above under “—Results of Operations” for further details.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

We expect our ongoing sources of liquidity to include cash generated from operations, borrowings under our revolving credit facility and Receivables Facility, and the issuance of equity and/or debt securities as appropriate given market conditions. Our future cash needs are expected to include cash for operating activities, working capital, capital expenditures, strategic investments, periodic principal and interest payments on our debt, and potential dividend payments to our stockholders. We may, from time to time, seek to repay, redeem, repurchase, or refinance our indebtedness, or seek to retire or purchase our outstanding securities through cash purchases in the open market or through privately negotiated transactions or through a 10b5-1 repurchase plan or otherwise, and any such transactions may involve material amounts. We believe our cash position, borrowing capacity available under our revolving credit facility and Receivables Facility, and cash provided by operating activities are, and will continue to be, adequate to meet our operational and business needs in the next twelve months as well as our long-term liquidity needs.

We are a highly leveraged company with significant debt service requirements. As of June 30, 2021, we had $150 million in cash and cash equivalents. In addition, we had $400 million available under our first lien revolving credit facility (the “First Lien Revolving Credit Facility”) and an uncommitted available borrowing capacity of $70 million under our Receivables Facility that is dependent on the volume of eligible retail installment contract receivables that can be sold under our Receivables Facility. The carrying amount of total debt outstanding was approximately $9.6 billion as of June 30, 2021.

Long-Term Debt

Significant changes in our debt during the six months ended June 30, 2021 were as follows:

First Lien Credit Agreement

In January 2021, we amended and restated the first lien credit agreement dated as of July 1, 2015 (together with subsequent amendments and restatements, the “First Lien Credit Agreement”) to refinance the term loan facility (the “First Lien Term Loan due 2026”), which reduced the applicable margin for Adjusted London Interbank Offered Rate (“LIBOR”) loans from 3.25% to 2.75% and reduced the LIBOR floor from 1.00% to 0.75%. Additionally, the amendment requires us to make quarterly payments equal to 0.25% of the aggregate outstanding principal amount of the First Lien Term Loan due 2026, or approximately $7 million per quarter. We may make voluntary prepayments on the First Lien Term Loan due 2026 at any time prior to maturity at par, subject to a 1.00% prepayment premium in the event of certain specified events at any time during the six months after the closing date of the amendment.

As of June 30, 2021, we had no borrowings outstanding under our First Lien Revolving Credit Facility.

In July 2021, we further amended and restated the First Lien Credit Agreement with respect to the First Lien Revolving Credit Facility, which extended its maturity date to June 23, 2026, subject to certain conditions, and obtained an additional $175 million of commitments. After giving effect to the Amendment and Restatement dated as of July 2, 2021, aggregate commitments under the First Lien Revolving Credit Facility were $575 million.

Receivables Facility

During the six months ended June 30, 2021, we received proceeds of $71 million under the Receivables Facility and repaid $17 million. As of June 30, 2021, we had an outstanding balance of $130 million and an uncommitted available borrowing capacity of $70 million under the Receivables Facility that is dependent on the volume of eligible retail installment contract receivables that can be sold.

In March 2021, we amended the Receivables Facility to, among other things, extend the revolving period until March 4, 2022 and reduced the LIBOR floor from 1.00% to 0.85%.

In July 2021, we entered into a Receivables Financing Agreement (the “Receivables Financing Agreement”), which amended and restated our Receivables Purchase Agreement related to our Receivables Facility. The Receivables Financing Agreement, among other things, maintains an uncommitted secured lending arrangement among the parties, and provides for certain associated revisions to funding, prepayment, reporting, and similar mechanics; and make certain revisions relating to and facilitating the potential future syndication of the loans made under the Receivables Facility to other lenders.

First-Lien Notes Due 2029

In July 2021, we 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.

We intend to use the proceeds from the issuance of the First Lien Notes Due 2029, along with cash on hand, to 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”) that mature on July 15, 2022, and pay related fees and expenses in connection with these transactions.

In July 2021, we issued a Notice of Redemption with respect to all of the outstanding ADT Notes Due 2022, and we expect to redeem the ADT Notes Due 2022 on August 28, 2021, at a redemption price calculated pursuant to the ADT Notes Due 2022 Indenture, plus accrued and unpaid interest.

Debt Covenants

As of June 30, 2021, we were in compliance with all financial covenant and other maintenance tests for all our debt obligations, and we do not believe there is a material risk of future noncompliance with our financial covenant and other maintenance tests as a result of the COVID-19 Pandemic.

Dividends

The following table presents our dividends declared on common stock during the six months ended June 30, 2021 and 2020:


(in thousands, except per share data)			Common Stock Dividends				Class B Common Stock Dividends
Declaration Date	Record Date	Payment Date	Per Share		Aggregate		Per Share		Aggregate
Six Months Ended June 30, 2021
5/5/2021	6/17/2021	7/1/2021	$	0.035	$	27,268	$	0.035	$	1,916
2/25/2021	3/18/2021	4/1/2021	$	0.035	$	27,220	$	0.035	$	1,916
		Total	$	0.070	$	54,488	$	0.070	$	3,832
Six Months Ended June 30, 2020
5/7/2020	6/18/2020	7/2/2020	$	0.035	$	26,767	$	—	$	—
3/5/2020	3/19/2020	4/2/2020	$	0.035	$	27,117	$	—	$	—
		Total	$	0.070	$	53,884	$	—	$	—

On August 4, 2021, we announced a dividend of $0.035 per share to holders of Common Stock and Class B Common Stock of record on September 16, 2021, which will be distributed on October 5, 2021.

During February 2019, we approved a dividend reinvestment plan (the “DRIP”), which allowed stockholders to designate all or a portion of the cash dividends on their shares of common stock for reinvestment in additional shares of our Common Stock. The DRIP terminated in accordance with its terms on February 27, 2021. Prior to termination, dividends settled in shares of Common Stock were not material during the three and six months ended June 30, 2021 and 2020.

Share Repurchase Program

During February 2019, we approved a share repurchase program (the “Share Repurchase Program”), which authorized us to repurchase shares of our Common Stock (up to a certain amount). The Share Repurchase Program terminated in accordance with its terms on March 23, 2021. Prior to termination, repurchases of shares of Common Stock under the Share Repurchase Program were not material during the three and six months ended June 30, 2021 and 2020.

Cash Flow Analysis

The following table presents a summary of our cash flow activity:


	Six Months Ended
(in thousands)	June 30, 2021		June 30, 2020		$ Change
Net cash provided by operating activities	$	785,660	$	629,007	$	156,653
Net cash used in investing activities	$	(777,162)	$	(535,574)	$	(241,588)
Net cash used in financing activities	$	(59,740)	$	(96,027)	$	36,287

Cash Flows from Operating Activities

The increase in net cash provided by operating activities was primarily due to (i) a decrease in the volume of residential outright sales transactions, (ii) a payment in the first quarter of 2020 of $81 million related to the settlement of a pre-existing relationship in connection with the Defenders Acquisition, and (iii) a decrease in cash interest of $23 million. The increase in net cash provided by operating activities was partially offset by higher net payments for radio conversion costs of $116 million. The remainder of the activity related to changes in assets and liabilities due to the volume and timing of other operating cash receipts and payments with respect to when the transactions are reflected in earnings.

Refer to the discussions above under “—Results of Operations” for further details.

Cash Flows from Investing Activities

The increase in net cash used in investing activities was primarily due to (i) an increase of $202 million due to a higher volume of subscriber system assets expenditures primarily as a result of the transition in 2020 to a predominately Company-owned model and (ii) an increase of $195 million due to a higher volume of dealer generated customer accounts and bulk account purchases including accounts purchased from a third party in February 2021 and an advance payment received in 2020 for dealer charge-backs in connection with the Defenders Acquisition. The increase in net cash used in investing activities was partially offset by a decrease in cash paid for business acquisitions, net of cash acquired, of $163 million primarily due to the Defenders Acquisition in 2020.

Cash Flows from Financing Activities

During the six months ended June 30, 2021, net cash used in financing activities primarily consisted of $58 million of dividend payments on common stock and $28 million of payments on interest rate swap contracts that included an other-than-insignificant financing element at inception. These outflows were partially offset by $55 million of net proceeds under the Receivables Facility.

During the six months ended June 30, 2020, net cash used in financing activities primarily consisted of $53 million of dividend payments on common stock, $34 million of net repayments of long-term borrowings, and $16 million related to the payment of deferred financing fees. These outflows were partially offset by $19 million of net proceeds under the Receivables Facility.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

In our 2020 Annual Report, we disclosed our commitments and contractual obligations. There have been no material changes to these commitments and contractual obligations, except as discussed below.

During the six months ended June 30, 2021, we entered into various commitments to purchase certain parts used in our program to replace 3G and CDMA cellular equipment used in our security systems. As of June 30, 2021, we had $55 million outstanding related to these obligations.

In addition, we entered into an agreement in February 2021 with a third party to purchase customer accounts, if certain conditions are met, up to approximately $67 million over the course of the agreement.

Refer to the discussion above under “—Liquidity and Capital Resources” for further details regarding significant changes to our long-term debt.

OFF-BALANCE SHEET ARRANGEMENTS

During the six months ended June 30, 2021, there have been no material changes to our off-balance sheet arrangements as disclosed in our 2020 Annual Report.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The accompanying condensed consolidated financial statements are prepared in accordance with GAAP, which requires us to select accounting policies and make estimates that affect amounts reported in the condensed consolidated financial statements and the accompanying notes. Management’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. In our 2020 Annual Report, we identified our accounting policies that are based on, among other things, estimates and judgments made by management that include inherent risks and uncertainties.

Refer to Note 1 “Description of Business and Summary of Significant Accounting Policies” to the condensed consolidated financial statements for further information about recent accounting pronouncements and adoptions.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains certain information that may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. While we have specifically identified certain information as being forward-looking in the context of its presentation, we caution you that all statements contained in this report that are not clearly historical in nature, including statements regarding anticipated financial performance; management’s plans and objectives for future operations; business prospects; outcome of regulatory proceedings; market conditions; our ability to successfully respond to the challenges posed by the COVID-19 Pandemic; our strategic partnership and ongoing relationship with Google; the expected timing of product commercialization with Google or any changes thereto; the successful internal development, commercialization, and timing of our next generation platform; and other matters, are forward-looking. Forward-looking statements are contained principally in the sections of this report entitled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

Forward-looking information involves risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements, including without limitation, the risks and uncertainties disclosed or referenced in Part II Item 1A. of this report under the heading “Risk Factors.” Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Much of the information in this report that looks toward future performance of the Company is based on various factors and important assumptions about future events that may or may not actually occur. As a result, our operations and financial results in the future could differ materially and substantially from those we have discussed in the forward-looking statements included in this Quarterly Report. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our operations expose us to a variety of market risks, including the effects of changes in interest rates. We monitor and manage these financial exposures as an integral part of our overall risk management program. Our policies allow for the use of specified financial instruments for hedging purposes only. Use of derivatives for speculation purposes is prohibited.

Interest Rate Risk

We have both fixed-rate and variable-rate debt, and, as a result, we are exposed to fluctuations in interest rates on our debt. We have interest rate swap contracts to hedge our interest rate exposure on our variable-rate debt. However, certain of our variable-rate debt instruments are subject to a 0.75% floor on interest payments while our interest rate swap contracts do not include a floor. If current LIBOR increases above 0.75%, the increase in our debt service obligations on most of our variable-rate indebtedness will be neutralized as we have entered into interest rate swaps that hedge any increase in current LIBOR above 0.75%. If current LIBOR is below 0.75%, even though the amount borrowed remains the same, our net income and cash flows, including cash available for servicing our indebtedness, will decrease by the impact of the difference between 0.75% and current LIBOR because certain of our variable-rate debt has an interest floor of 0.75% while the corresponding interest rate swap contracts do not have a LIBOR floor.

The unrealized gains and losses of interest rate swap contracts recognized in interest expense, net, in the Condensed Consolidated Statements of Operations were losses of $14 million and $28 million during the three months ended June 30, 2021 and 2020, respectively, and $92 million gain and a $98 million loss during the six months ended June 30, 2021 and 2020, respectively.

As of June 30, 2021, the carrying amount of our debt, excluding finance leases, was $9.5 billion with a fair value of $10.1 billion. In addition, we had interest rate swap contracts with aggregate notional amounts of $3.2 billion with a net liability fair value of $184 million. As of June 30, 2021, a hypothetical 10% change in interest rates would change the fair value of our debt by approximately $167 million based on the implied yield from broker-quoted market prices on our debt, while a similar change in interest rates would change the fair value of our interest rate swap contracts by approximately $2 million based on a discounted cash flow analysis. Additionally, any 0.125% decrease in LIBOR below 0.75% would result in an increase of approximately $4 million in annualized interest expense on our variable-rate debt, including the impact of our interest rate swaps.

ITEM 4. 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 Quarterly Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2021, our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting, within the time periods specified in the SEC’s rules and forms, information required to be disclosed in the reports that we file or submit under the Exchange Act, and that such information was accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

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 June 30, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

See Note 12 “Commitments and Contingencies” to the condensed consolidated financial statements under the heading “Legal Proceedings” included in this Quarterly Report on Form 10-Q for legal proceedings and related matters.

ITEM 1A. RISK FACTORS.

Our significant business risks are described in Part I, Item 1A. in our 2020 Annual Report, as filed with the SEC on February 25, 2021, and in our other filings from time to time with the SEC. You should be aware that these risk factors and other information may not describe every risk facing the Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Recent Sales of Unregistered Equity Securities

There were no sales of unregistered equity securities during the six months ended June 30, 2021.

Use of Proceeds from Registered Equity Securities

We did not receive any proceeds from sales of registered equity securities during the six months ended June 30, 2021.

Issuer Purchases of Equity Securities

On February 27, 2019, we approved the Share Repurchase Program, which authorized us to repurchase shares of our Common Stock (up to a certain amount). The Share Repurchase Program terminated in accordance with its terms on March 23, 2021.

There were no repurchases of any shares of our Common Stock during the three months ended June 30, 2021.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this report.

Exhibits Index

The information required by this Item is set forth on the exhibit index below.


Exhibit Number						Exhibit Description
2.1^						Share Purchase Agreement, dated September 30, 2019, among ADT Security Holdings Canada Ltd., ADT Inc., and TELUS Communications Inc.
3.1						Amended and Restated Certificate of Incorporation of ADT Inc.
3.2						Amended and Restated Bylaws of ADT Inc.
4.1						Indenture, dated as of July 5, 2012, by and between The ADT Corporation and Wells Fargo Bank, National Association
4.2						First Supplemental Indenture, dated as of July 5, 2012, by and among The ADT Corporation, Tyco International Ltd. and Wells Fargo Bank, National Association


4.3						Second Supplemental Indenture, dated as of July 5, 2012, by and among The ADT Corporation, Tyco International Ltd. and Wells Fargo Bank, National Association
4.4						Third Supplemental Indenture, dated as of July 5, 2012, by and among The ADT Corporation, Tyco International Ltd. and Wells Fargo Bank, National Association
4.5						Fourth Supplemental Indenture, dated as of January 14, 2013, by and between The ADT Corporation and Wells Fargo Bank, National Association
4.6						Fifth Supplemental Indenture, dated as of October 1, 2013, by and between The ADT Corporation and Wells Fargo Bank, National Association
4.7						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
4.8						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
4.9						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
4.10						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
4.11						Tenth Supplemental Indenture, dated as of April 18, 2018, under 2012 Base Indenture, by and among The ADT Security Corporation, the guarantors party thereto and Wells Fargo Bank, National Association
4.12						Eleventh Supplemental Indenture, dated as of August 17, 2018, by and among The ADT Security Corporation, MSA Systems Integration, Inc. and Wells Fargo Bank, National Association
4.13						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
4.14						Thirteenth Supplemental Indenture, dated as of January 30, 2019, under 2012 Base Indenture, by and among The ADT Corporation, Advanced Cabling Systems, LLC and Wells Fargo Bank, National Association
4.15						Fourteenth Supplemental Indenture, dated as of March 12, 2019, under 2012 Base Indenture, by and among The ADT Corporation, LifeShield, LLC, LifeShield Security LLC and Wells Fargo Bank, National Association
4.16						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
4.17						Sixteenth Supplemental Indenture, dated as of January 31, 2020, under 2012 Base Indenture, by and among The ADT Security Corporation, Defender Security Canada, Inc., ADT MS2 LLC, DPL Two LLC, Defenders LLC, Home Defender, Inc. and Wells Fargo Bank, National Association
4.18						Indenture, dated as of May 2, 2016, by and between Prime Security One MS, Inc. and the Wells Fargo Bank, National Association
4.19						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
4.20						Second Supplemental Indenture, dated as of August 9, 2016, by and between The ADT Corporation, the Notes Guarantors and Wells Fargo Bank, National Association
4.21						Third Supplemental Indenture, dated as of November 15, 2017, by and among The ADT Security Corporation, Datashield, LLC and Wells Fargo Bank, National Association
4.22						Fourth Supplemental Indenture, dated as of April 18, 2018, by and among The ADT Security Corporation, the guarantors party thereto and Wells Fargo Bank, National Association
4.23						Fifth Supplemental Indenture, dated as of August 17, 2018, by and among The ADT Security Corporation, MSA Systems Integration, Inc. and Wells Fargo Bank, National Association
4.24						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
4.25						Seventh Supplemental Indenture, dated as of January 30, 2019 by and among the ADT Security Corporation, Advanced Cabling Systems, LLC and Wells Fargo Bank, National Association
4.26						Eighth Supplemental Indenture, dated as of March 12, 2019 by and among the ADT Corporation, LifeShield, LLC, LifeShield Security LLC and Wells Fargo Bank, National Association
4.27						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
4.28						Tenth Supplemental Indenture, dated as of January 31, 2020, by and among The ADT Security Corporation, Defender Security Canada, Inc., ADT MS2 LLC, DPL Two LLC, Defenders LLC, Home Defender, Inc. and Wells Fargo Bank, National Association
4.29						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.
4.30						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
4.31						Second Supplemental Indenture, dated as of January 31, 2020, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc. , Defender Security Canada, Inc., ADT MS2 LLC, DPL Two LLC, Defenders LLC, Home Defender, Inc. and Wells Fargo Bank, National Association


4.32						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.
4.33						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
4.34						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
4.35						Third Supplemental Indenture, dated as of January 31, 2020, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc. , Defender Security Canada, Inc., ADT MS2 LLC, DPL Two LLC, Defenders LLC, Home Defender, Inc. and Wells Fargo Bank, National Association
4.36						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 6.250% Second-Priority Senior Secured Notes due 2028
4.37						First Supplemental Indenture, dated as of January 31, 2020, by and among Prime Security Services Borrower, LLC, Prime Finance, Inc. , Defender Security Canada, Inc., ADT MS2 LLC, DPL Two LLC, Defenders LLC, Home Defender, Inc. and Wells Fargo Bank, National Association
4.38						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 principle amount of 3.375% first-priority senior secured notes due 2027
4.39						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
4.40						Description of Securities
10.1						Fifth Amended and Restated First Lien Credit Agreement, dated July 1, 2015, as amended and restated as of May 2, 2016, as further amended and restated as of June 23, 2016, December 28, 2016, February 13, 2017 and June 29, 2017, among Prime Security Services Holdings, LLC, as Holdings, Prime Security Services Borrower, LLC, as Borrower, the Lenders Party thereto and Barclays Bank PLC, as Administrative Agent
10.2						Incremental Assumption and Amendment Agreement No. 6, dated as of March 16, 2018, by and among Prime Security Services Borrower, LLC, Prime Security Services Holdings, LLC, the lenders party thereto, Barclays Bank PLC and the other parties party thereto
10.3						Incremental Assumption and Amendment Agreement No. 7, dated as of December 3, 2018, by and among Prime Security Services Borrower, LLC, Prime Security Services Holdings, LLC, certain of Prime Security Services Borrower’s subsidiaries, the lenders party thereto, Barclays Bank PLC, as administrative agent and the other parties party thereto.
10.4						Incremental Assumption and Amendment Agreement No. 8, dated as of March 15, 2019, by and among Prime Security Services Borrower, LLC, Prime Security Services Holdings, LLC, certain of Prime Security Services Borrower’s subsidiaries, the lenders party thereto, Barclays Bank PLC, as administrative agent and the other parties party thereto.
10.5						Incremental Assumption and Amendment Agreement No. 9, dated as of September 23, 2019, by and among Prime Security Services Holdings, LLC, Prime Security Services Borrower, LLC, the lenders party thereto, Barclays Bank PLC, as administrative agent and the other parties party thereto.
10.6						Incremental Assumption and Amendment Agreement No. 10, dated as of January 27, 2021, by and among Prime Security Services Holdings, LLC, Prime Security Services Borrower, LLC, the lenders party thereto, Barclays Bank PLC, as administrative agent
10.7						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.
10.8						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
10.9						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
10.10						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
10.11						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
10.12						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
10.13						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
10.14						Supplement No. 6, dated as of January 7, 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
10.15						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
10.16						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


10.17						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
10.18						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
10.19						Collateral Agreement (Second Lien), dated as of May 2, 2016, 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
10.20						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
10.21						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
10.22						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
10.23						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
10.24						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
10.25						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
10.26						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
10.27						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
10.28						Receivables Sale and Contribution Agreement, dated as of April 17, 2020, between ADT LLC, as Originator and Servicer and ADT Finance Inc., as Buyer
10.29^						Receivables Financing Agreement, among ADT LLC, ADT Finance LLC and Mizuho Bank, Ltd., dated as of July 16, 2021
10.30						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
10.31						Patent Agreement, dated as of September 26, 2012, by and between Tyco International Ltd. and The ADT Corporation
10.32						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
10.33						ADT LLC Supplemental Savings and Retirement Plan, effective as of April 1, 2017
10.34						Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of December 18, 2017
10.35						Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of December 24, 2018
10.36						Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of December 31, 2018
10.37						Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of February 8, 2019
10.38						Amendment to the ADT LLC Supplemental Savings and Retirement Plan, effective as of July 29, 2019
10.39						Stockholders Agreement by and between the ADT Inc. and Prime Securities Services TopCo, LP
10.40						Registration Rights Agreement by and between the ADT Inc. and Prime Securities Services TopCo, LP
10.41						Amendment to the Registration Rights Agreement between ADT Inc. and Prime Security Services TopCo Parent, L.P.
10.42						Securities Purchase Agreement, dated as of July 31, 2020, by and between ADT Inc. and Google LLC
10.43						Investor Rights Agreement, dated as of September 17, 2020 by and between ADT Inc. and Google LLC
10.44						Form of Indemnification Agreement by and between the Company and each of its Directors and Executive Officers
10.45+						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
10.46+						Amended and Restated Employment Agreement, dated December 19, 2017, between The ADT Security Corporation (together with any of its subsidiaries and Affiliates) and Jamie Haenggi
10.47+						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
10.48+						Amended and Restated Employment Agreement, dated December 19, 2017, between ADT LLC, (together with any of its subsidiaries and Affiliates) and James D. DeVries


10.49+						Amended and Restated Employment Agreement, dated December 19, 2017, between ADT LLC, (together with any of its subsidiaries and Affiliates) and Jeffrey Likosar
10.50+						ADT Inc. 2018 Omnibus Incentive Plan
10.51+						First Amendment to ADT Inc. 2018 Omnibus Incentive Plan dated April 25, 2019
10.52+						Form of Restricted Stock Unit Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
10.53+						Form of Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
10.54+						Form of Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan (Class B Unit Redemption)
10.55+						Form of Amendment to Non-Qualified Option Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan (Class B Unit Redemption)
10.56+						Form of Common Stock Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
10.57+						ADT Inc. 2018 Omnibus Incentive Plan Restricted Stock Unit Non-Employee Director Award Agreement
10.58+						Form of Restricted Stock Unit Special Equity Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
10.59+						Form of Non-Qualified Option Special Equity Award Agreement for use under the ADT Inc. 2018 Omnibus Incentive Plan
10.60+						Second Amended & Restated Employment Agreement with James D. DeVries
10.61+						Amendment to Second Amended & Restated Employment Agreement of James D. DeVries
10.62+						Defenders, Inc. Executive Change in Control Severance Plan with James Boyce, dated April 24, 2017
10.63+						Amendment to Executive Change in Control Severance Plan with James Boyce, dated January 29, 2020
10.64+						Offer Letter dated February 3, 2020 by and between James Boyce and ADT Inc.
10.65+						ADT Inc. Annual Incentive Plan
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
101						XBRL Instant 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 exhibit have been omitted.

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements 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:	August 4, 2021	By:	/s/ Jeffrey Likosar
		Name:	Jeffrey Likosar
		Title:	Chief Financial Officer and President, Corporate Development (Principal Financial Officer)