ADT 2012 Annual Report Download - page 117

• changes in earnings estimates by securities analysts or our ability to meet those estimates;
• the operating and stock price performance of other comparable companies;
• investor perception of our company;
• natural or other disasters that investors believe may affect us;
• overall market fluctuations;
• results from any material litigation or government investigations;
• changes in laws and regulations affecting our business; and
• general economic conditions and other external factors.
Stock markets in general have experienced volatility that has often been unrelated to the operating
performance of a particular company. These broad market fluctuations could adversely affect the trading price of
our common stock.
We cannot assure you that we will pay dividends on our common stock.
Although we intend to pay quarterly dividends in an amount that approximates $0.50 per ADT share
annually, there can be no assurance that we will pay a dividend in the future. The timing, declaration and
payment of future dividends to holders of our common stock fall within the discretion of our board of directors
and will depend on many factors, including our financial condition and results of operations, the capital
requirements of our business, covenants associated with debt obligations, legal requirements, regulatory
constraints, industry practice and other factors that our board of directors deems relevant.
Your percentage ownership in ADT will be diluted in the future.
Your percentage ownership in ADT will be diluted in the future because of additional equity awards that we
expect will be granted to our directors, officers and employees in the future. We have established equity
incentive plans that provide for the grant of common stock-based equity awards to our directors, officers and
other employees. In addition, we may issue equity as all or part of the consideration paid for acquisitions and
strategic investments we may make in the future.
Provisions in our certificate of incorporation and by-laws and of Delaware law may prevent or delay an
acquisition of our company, which could decrease the trading price of our common stock.
Our certificate of incorporation and by-laws and Delaware law contain provisions that are intended to deter
coercive takeover practices and inadequate takeover bids by making such practices or bids more expensive to the
acquiror and to encourage prospective acquirors to negotiate with our board of directors rather than to attempt a
hostile takeover. These provisions include rules regarding how shareholders may present proposals or nominate
directors for election at shareholder meetings and the right of our board of directors to issue preferred stock
without shareholder approval.
Delaware law also imposes some restrictions on mergers and other business combinations between any
holder of 15% or more of our outstanding common stock and us. We believe these provisions protect our
shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with
our board of directors and by providing our board of directors with more time to assess any acquisition proposal.
These provisions are not intended to make us immune from takeovers. However, these provisions apply even if
the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our
board of directors determines is not in the best interests of our company and our shareholders. Accordingly, in
the event that our board of directors determines that a potential business combination transaction is not in the best
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