ADT 2013 Annual Report Download - page 160

FORM 10-K
10. Equity
Common Stock
Shares Authorized and Outstanding—As of September 27, 2013, the Company had 1,000,000,000 shares of
$0.01 par value common stock authorized, of which 208,980,690 shares were outstanding.
Dividends—Holders of shares of the Company’s common stock are entitled to receive dividends when, as
and if declared by its board of directors out of funds legally available for that purpose. Future dividends are
dependent on the Company’s financial condition and results of operations, the capital requirements of its
business, covenants associated with debt obligations, legal requirements, regulatory constraints, industry practice
and other factors deemed relevant by its board of directors.
During fiscal year 2013, the Company’s board of directors declared five dividends on ADT’s common stock
of $0.125 per share. The dividend declared on November 26, 2012 was paid on December 18, 2012 to
stockholders of record on December 10, 2012. The dividend declared on January 10, 2013 was paid on
February 20, 2013 to stockholders of record on January 30, 2013. The dividend declared on March 14, 2013 was
paid on May 15, 2013 to stockholders of record on April 24, 2013. The dividend declared on July 19, 2013 was
paid on August 21, 2013 to stockholders of record on July 31, 2013. The dividend declared on September 20,
2013 will be paid on November 20, 2013 to stockholders of record on October 30, 2013.
Voting Rights—The holders of the Company’s common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the shareholders.
Other Rights—Subject to any preferential liquidation rights of holders of preferred stock that may be
outstanding, upon the Company’s liquidation, dissolution or winding-up, the holders of ADT common stock are
entitled to share ratably in the Company’s assets legally available for distribution to its shareholders.
Fully Paid—The issued and outstanding shares of the Company’s common stock are fully paid and non-
assessable. Any additional shares of common stock that the Company may issue in the future will also be fully
paid and non-assessable.
The holders of the Company’s common stock do not have preemptive rights or preferential rights to
subscribe for shares of its capital stock.
Preferred Stock
The Company’s certificate of incorporation authorizes its board of directors to designate and issue from
time to time one or more series of preferred stock without shareholder approval. The board of directors may fix
and determine the preferences, limitations and relative rights of each series of preferred stock. As of
September 27, 2013, there were 50,000,000 shares of $0.01 par value preferred stock authorized of which none
were outstanding. The Company does not currently plan to issue any shares of preferred stock.
Share Repurchase Program
On November 26, 2012, the Company’s board of directors approved $2 billion of share repurchases over a
period of three years. Pursuant to this approval, the Company may enter into accelerated share repurchase plans
as well as repurchase shares on the open market. During fiscal year 2013, the Company made open market
repurchases of 15.5 million shares of ADT common stock at an average price of $43.01 per share. The total cost
of open market repurchases for fiscal year 2013 was approximately $668 million, of which $635 million was paid
during the period.
On January 29, 2013, the Company entered into an accelerated share repurchase agreement under which it
repurchased 12.6 million shares of ADT’s common stock for $600 million at an average price of $47.60 per
share. This accelerated share repurchase program, which was funded with proceeds from the January 2013 Debt
Offering, was completed on April 2, 2013.
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