ADT 2013 Annual Report Download - page 59

OTHER MATTERS
OTHER MATTERS
Certain Relationships and Related Party Transactions
On July 30, 2013, the Nominating and Governance Committee was informed that ADT Security Services Canada, Inc., a subsidiary of the
Company (“ADTSS Canada”) would be entering into a service contract for equipment, materials and services for approximately $16 million per
year (the “Contract”) with Tech Data Canada Corporation, a subsidiary of Tech Data Corporation (“Tech Data Canada”). The Contract was
entered into on August 5, 2013. As previously stated, Mr. Dutkowsky is the Chief Executive Officer and a member of the board of directors of
Tech Data Corporation. The Contract, including the payment for services, was analyzed under ADT’s Guidelines for Related Party Transactions
and determined to be a Type 1 matter since it is an arms-length transaction involving the purchase of products and services by ADTSS Canada
from Tech Data Canada in the ordinary course of business for ADT’s Canadian business operations. Pursuant to the analysis, the total annual
amount of the Contract fell below the applicable thresholds and is deemed to be pre-approved by the Nominating and Governance Committee
in accordance with the Guidelines for Related Party Transactions.
On September 28, 2012, ADT became an independent, publicly traded company as a result of Tyco’s distribution, on a pro rata basis, of all of
the shares of ADT to Tyco stockholders (the “Spin-off”).
In order to govern certain ongoing relationships between the Company, Pentair and Tyco after the Spin-off and to provide mechanisms for an
orderly transition, the Company, Pentair and Tyco have entered into the Pentair Separation and Distribution Agreement, the Company and Tyco
have entered into the ADT Separation and Distribution Agreement and the Company, Tyco or Pentair, as applicable, have entered into other
agreements pursuant to which certain services and rights are provided for following the Spin-off, and the Company, Pentair and Tyco have
agreed to indemnify each other against certain liabilities arising from their respective businesses.
The following is a summary list of the material agreements we have entered into with Tyco and Pentair:
•transition services agreements with Tyco in connection with the transactions, including a master transition services agreement and an
agreement governing the provision of services in Canada;
•a tax sharing agreement with Tyco and Pentair that governs the rights and obligations of the Company, Tyco and Pentair for certain pre-
separation tax liabilities, including Tyco’s obligations under the tax sharing agreement among Tyco, Covidien Ltd., and TE Connectivity Ltd.
entered into in 2007;
•a non-income tax sharing agreement with Tyco that governs the respective rights, responsibilities and obligations of Tyco and the Company
after the distributions with respect to tax returns, tax liabilities, tax contests and other tax matters regarding non-income taxes related to
specified legal entities;
•a trademark agreement with Tyco in connection with the Spin-off that governs each party’s use of certain trademarks;
•a patent agreement with Tyco in connection with the Spin-off under which Tyco agreed to provide to the Company and its affiliates with a
release and covenant not to sue under Tyco and Affiliates’’ pre-Spin-off patent portfolio (excluding certain patents from Tyco’s businesses) for
the continued manufacture, use and sale of pre-Spin-off products (and certain modifications thereof), whether manufactured internally or by
the same pre-Spin-off suppliers;
•monitoring service agreements in the United States and Canada pursuant to which the Company and Tyco will each provide alarm receiving
and notification and associated services for certain of each other’s customers in the United States and Canada;
•guard services agreements in the United States and Canada pursuant to which the Company will provide alarm response and patrol services
for Tyco’s customers in certain parts of the United States and Tyco will provide such services for ADT’s customers in certain parts of Canada;
•a master supply & purchasing agreement with Tyco to provide for the supply of Tyco products to the Company for installation at the
Company’s customer sites; and
•certain subleases where the Company and Tyco are physically co-located.
The foregoing is not a complete description of the terms of these agreements we have entered into with Tyco and Pentair. For further information
about the terms of these agreements, please see our Form 10-K for the fiscal year ended September 27, 2013 filed with the SEC on
November 20, 2013 and other periodic reports and registration statements that have been filed by the Company with the SEC.
Registered and Principal Executive Offices
The registered and principal executive offices of The ADT Corporation are located at 1501 Yamato Road, Boca Raton, Florida 33431. The
telephone number there is [phone].
The ADT Corporation 2014 Proxy Statement 47
PROXY STATEMENT