ADT 2015 Annual Report Download

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January 22, 2016
Dear ADT Stockholder,
Fiscal Year 2015 was a pivotal year for ADT. We met or exceeded all of our major financial and operational goals, and made significant progress
against our key strategic initiatives. With three years behind us and a bright future ahead of us as a new public company, we have a talented
management team that is executing well and focused on delivering profitable growth.
The smart home industry continues to be an exciting, fast-growing space, and I am frequently asked how ADT stacks up against new entrants,
both large and small. Our strong operational results speak to the strength of our position in a competitive environment: in 2015, we increased
gross customer additions, excluding bulk account purchases, by approximately 6%; increased new and resale revenue per user by nearly 4%;
and drove net revenue and unit attrition down to 12.2%, which is the lowest level we’ve achieved since ADT became a standalone public
company. We increased the Pulse customer base by 50%, reaching 1.5 million customers. If Pulse was a stand-alone company, it would be the
second largest residential security company in North America, only behind ADT. Our partnerships with smart home device-makers make Pulse
even more attractive as consumers look to make their smart home also a safe home.
Based on our strong operating performance, we delivered solid financial results and met our guidance commitments to shareholders. After
adjusting for currency, we drove a 6.5%(1) improvement in recurring revenue versus the prior year, improved EDITDA(1), and grew steady-state
free cash flow to more than one billion dollars(1). We expect Fiscal 2016 to be another year of improved operating metrics and financial growth
driven by an ever greater focus on customer retention. With better data analytics and selling tools, we are able to be more targeted in our
customer acquisition efforts, which gives us confidence in our ability to further improve retention, increase profitability and drive higher levelsof
free cash flow.
We continue to make strides in our strategy to create shareholder value, which is focused on three areas: growing our traditional residential
business; selectively expanding into near adjacencies, including the mid-size commercial security market and the mobile Personal Emergency
Response business; and partnering with “internet of things” device makers to target the non-traditional residential market. In total, we expect our
addressable market to nearly triple over the next 5 years to more than 70 million potential customers.
We are coupling these growth activities with our strong balance sheet and a focus on optimizing our capital structure and capital allocation. We
will continue to reinvest cash to support organic growth, and remain disciplined in our strategic M&A activities, while returning excess capital to
our shareholders via dividends and opportunistic share buybacks.
Needless to say, this is an exciting time for ADT as we work hard to build on our leadership position and continue to execute on our strategies to
deliver profitable growth. I am proud of what we have accomplished and I am confident that our best years are ahead of us. Thank you for your
continued support and partnership as we forge ahead.
Regards,
Naren Gursahaney
President & Chief Executive Officer
The ADT Corporation
(1) Amounts are before special items and are at constant currency. For a definition of non-GAAP financial measures and a reconciliation to GAAP measures, see
“Reconciliation of Non-GAAP Measures to GAAP Measures and Selected Definitions” on page 53 of the Proxy Statement.

Table of contents

  • Page 1
    ... security market and the mobile Personal Emergency Response business; and partnering with "internet of things" device makers to target the non-traditional residential market. In total, we expect our addressable market to nearly triple over the next 5 years to more than 70 million potential customers...

  • Page 2

  • Page 3
    ...attend The ADT Corporation's 2016 Annual Meeting of Stockholders (the "Annual Meeting"), which will be held at 8:30 a.m. Eastern Time, on Tuesday, March 15, 2016 in the Grand Ballroom at the Farmer's Table Event Center, 1901 N. Military Trail, Boca Raton, Florida 33431. Details of the business to be...

  • Page 4
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  • Page 5
    The ADT Corporation Notice of 2016 Annual Meeting of Stockholders When: Where: Who Can Vote: Tuesday, March 15, 2016 at 8:30 a.m. Eastern Time Grand Ballroom, Farmer's Table Event Center, 1901 N. Military Trail, Boca Raton, Florida 33431 Stockholders of ADT common stock at the close of business on ...

  • Page 6
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  • Page 7
    ... of its 2015 annual Sustainability Report (see www.adt.com) MANAGEMENT PROPOSALS • Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for FY2016...page 51 • Approval, in a non-binding vote, of the compensation of our named executive officers...page 52...

  • Page 8
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  • Page 9
    TABLE OF CONTENTS The ADT Corporation Table of Contents INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING Questions and Answers about Voting Your Shares Costs of Solicitation Returning Your Proxy or Voting Instruction Form 1 1 4 4 CORPORATE GOVERNANCE OF THE COMPANY Board of Directors...

  • Page 10
    ... REGISTERED PUBLIC ACCOUNTING FIRM Audit and Non-Audit Fees Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors 49 50 51 51 51 PROPOSAL NUMBER THREE-NON-BINDING ADVISORY VOTE ON COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OTHER MATTERS...

  • Page 11
    ...PROXY STATEMENT AND THE ANNUAL MEETING INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING Questions and Answers about Voting Your Shares Why did I receive these proxy materials? The ADT Corporation ("ADT" or the "Company") has sent you a Notice of Internet Availability of Proxy Materials...

  • Page 12
    ... & Touche LLP as our Independent Registered Public Accounting Firm for fiscal year 2016; and "FOR" the approval, in a non-binding vote, of the compensation of ADT's named executive officers. If other matters are properly presented at the Annual Meeting and any adjournment or postponement thereof for...

  • Page 13
    ... Public Accounting Firm for fiscal year 2016. 3. Approval, in a non-binding vote, of the compensation of the Company's named executive officers. Other than matters incidental to the conduct of the Annual Meeting and those set forth in this Proxy Statement, ADT does not know of any other business...

  • Page 14
    ... Meeting for an approximate fee of $10,000, plus reasonable out-of-pocket expenses. In addition to the use of the mails, certain directors, officers or employees of ADT may solicit proxies by telephone, electronic communication or personal contact. Upon request, ADT will reimburse brokers, dealers...

  • Page 15
    ... by the Chief Legal Officer, and consists of other senior executives from Risk Management, Internal Audit, IT, Corporate Development, Operations, Finance, Innovation and Technology, Marketing and Environmental, Health & Safety. The ERMC meets periodically to (i) review the results of the annual risk...

  • Page 16
    ... ADT Corporation, 1501 Yamato Road, Boca Raton, FL 33431. Communicating with the Board Management speaks on behalf of the Company, and the Board of Directors normally communicates through management with outside parties, including stockholders, business journalists, equity analysts, rating agencies...

  • Page 17
    ... operates under a written charter that is posted to our website at http://investors.adt.com. We will also provide a printed copy of the committee charters to stockholders upon written request to the Corporate Secretary at The ADT Corporation, 1501 Yamato Road, Boca Raton, Florida 33431. The ADT...

  • Page 18
    ...have accounting or related financial management expertise as such terms are interpreted by the Board of Directors in its business judgment. None of our Audit Committee members simultaneously serves on more than two other public company audit committees. PROXY STATEMENT 8 The ADT Corporation Report...

  • Page 19
    ... with the Company's stock ownership guidelines; • conducting an annual risk assessment of the Company's compensation programs; and • reviewing and approving employment, retirement, severance and change-in-control agreements/arrangements for our executive officers. For more information on the...

  • Page 20
    ... is posted to the Company's website at http://investors.adt.com. A printed copy of the Nominating and Governance Committee charter is available to stockholders upon written request to the Corporate Secretary at The ADT Corporation, 1501 Yamato Road, Boca Raton, Florida 33431. 2016 Proxy Statement

  • Page 21
    ... is the Chief Executive Officer and a member of the board of directors of Tech Data Corporation. During fiscal year 2015, ADT or one of its subsidiaries paid a total of $18,588,122CAD ($15,206,943USD) to Tech Data for purchases and warehousing of security equipment. Since these payments were less...

  • Page 22
    ... management position responsible for, managing a marketing and/or sales function. Consumer Brand Experience Substantial experience with building brand and product awareness and with business-to-consumer brand marketing. Current CEO Currently a sitting CEO of a publicly traded company. Minority...

  • Page 23
    ... understandable disclosure in reports and documents that we file with the SEC and other regulators and in our other public communications; • compliance with applicable laws, rules and regulations, including insider trading compliance; and • accountability for adherence to the Code of Conduct and...

  • Page 24
    ... to vision and strategy, management and leadership, business operations, business judgment, crisis management, risk assessment, industry knowledge, accounting and finance, corporate governance and global markets. Our Board of Directors does not have a specific policy regarding diversity. Instead...

  • Page 25
    ... qualifications include his 38 years as a Certified Public Accountant, his PwC experience, his extensive experience with audit and financial issues and his past service on public company audit committees. The ADT Corporation 2016 Proxy Statement 15 PROXY STATEMENT OTHER MEMBERSHIPS • American...

  • Page 26
    ... of Operations and a director, Thomson McKinnon Securities (1986-1989) Age: 62 CURRENT PUBLIC COMPANY BOARDS • The ADT Corporation • Broadridge Financial Solutions, Inc. EDUCATION • BS, New York Institute of Technology (accounting) • Harvard Business School's Young President's Program...

  • Page 27
    ... his significant leadership experience as the head of a large non-profit, his in-depth experience as an executive in the service-oriented communications industry and his corporate governance experience as a director of several publicly traded companies. The ADT Corporation 2016 Proxy Statement...

  • Page 28
    ... Chief Executive Officer, The ADT Corporation (2012-present) PRIOR BUSINESS EXPERIENCE • President, Tyco's ADT North American Residential business segment (2011-2012) • President, Tyco Security Solutions (2007-2011) • President-Tyco Engineered Products & Services, President-Tyco Flow Control...

  • Page 29
    ... Public Accountant and service as chief financial officer in public companies. Christopher Hylen ----------- Director since: 2015 CURRENT ROLE • Senior Vice President and General Manager, Citrix SaaS Division PRIOR BUSINESS EXPERIENCE • Senior Vice President & General Manager-Payment Solutions...

  • Page 30
    ... based on information reported on Schedule 13G/A filed with the SEC on February 13, 2015, in which Dodge and Cox reported that it has sole voting power over 26,788,064 shares of our common stock and sole dispositive power of 27,884,826 shares of our common stock. 20 The ADT Corporation 2016 Proxy...

  • Page 31
    ... on information reported on Schedule 13G/A filed with the SEC on January 30, 2015 in which BlackRock, Inc. reported that it has sole voting power over 8,808,608 shares of our common stock and sole dispositive power of 10,387,719 shares of our common stock. The ADT Corporation 2016 Proxy Statement...

  • Page 32
    ... Section 16(a) of the Exchange Act requires the Company's directors, certain of its officers and any persons beneficially owning more than 10% of a registered class of the Company's equity securities to file reports of their ownership of ADT common stock and of changes in such ownership with the...

  • Page 33
    ... Public Accountant. Age 58 Mr. Boerema is the Company's Senior Vice President and Chief Corporate Development Officer. He leads the health business and is responsible for driving growth and enhancing customer experience for ADT's health services. He also directs ADT's corporate strategy and market...

  • Page 34
    ... for developing and executing ADT's information technology strategy in support of its product development and business operations. Ms. McLean also serves as Chief Customer Officer of the Company and is responsible for defining and delivering a superior customer experience for monitoring and response...

  • Page 35
    ...Vice President and Chief Innovation Officer, leading the Company's vision for innovation and product development. He is responsible for building the strategic roadmap for new and existing solutions, defining product architecture and positioning ADT as a partner of choice for key technology companies...

  • Page 36
    ... and Canada. ADT delivers an integrated customer experience by maintaining the industry's largest sales, installation and service field force as well as a monitoring network; all backed by the support of approximately 17,100 employees. The Company's broad and innovative set of products and services...

  • Page 37
    ...Sep-15 The ADT Corporation 2016 Proxy Statement 27 PROXY STATEMENT Long-Term Incentives. The fiscal year 2015 long-term incentive program was designed to reward management for performance directly related to increasing stockholder value. The CEO and the other Executive Officers received 50% of...

  • Page 38
    ..., publicly-traded company. Realizable Pay Base Salary Annual Incentive Long-Term Equity Compensation (3) Represents realizable value of equity awards granted in each fiscal year, as calculated at the end of fiscal year 2015 based upon a stock price of $30.70, which was the closing price per share...

  • Page 39
    ... and promote sustainable growth âœ- âœ- âœ- No repricing of underwater stock options No inclusion of the value of equity awards in severance calculations No excise tax gross-ups upon change in control We adhere to executive compensation best practices âœ" âœ" âœ" The ADT Corporation 2016 Proxy...

  • Page 40
    ... pay equity assessments, the individual executive's performance and the market data for similar roles at companies in our Peer Group (see page 35 for details on how the peer group is developed and utilized). The effective date for merit increases for the Company's Executive Officers historically...

  • Page 41
    ...benchmark market data and relative internal pay positioning. Effective October 1, 2015, the increases to base salaries approved by the Compensation Committee are as follows: Name Mr. Ferber Mr. Bleisch Prior Base Salary $500,000 $480,000 New Base Salary $520,000 $490,000 Increase % 4.0% 2.1% Annual...

  • Page 42
    ... Business Unit, the Business Unit-specific metric noted in the plan design chart above was Creation Multiple, which is a metric that measures the length of time in months, on average, it takes the Company to break even on its investment in acquiring a customer account. 32 The ADT Corporation 2016...

  • Page 43
    ... As a result of the continued refinement of strategic goals related to our individual Business Units, the Compensation Committee approved changes to certain Business Unit-specific metrics for fiscal year 2016, although the overall design of the plan and the weighting of overall corporate performance...

  • Page 44
    ...the Internal Revenue Code. The Compensation Committee is responsible for, among other things, reviewing the performance of and approving the compensation awarded to our Executive Officers, other "senior officers" subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934...

  • Page 45
    ...how the compensation information related to these companies is used. Role of Management In making determinations with respect to executive compensation, the Compensation Committee considers input from a number of sources, including management. Specifically, the CEO and Chief Human Resources Officer...

  • Page 46
    ... input in the design of compensation plans To validate whether our Executive Compensation program is aligned with Company performance To benchmark the form and mix of equity awards granted to our employees To benchmark share ownership guidelines • • The Compensation Committee reviews the peer...

  • Page 47
    ... U.S. Officers and Executives (the "Severance Plan") or The ADT Corporation Change in Control Severance Plan (the "CIC Severance Plan"), depending upon the circumstances leading to their termination of service of employment with the Company. In the case of the CIC Severance Plan, a "double trigger...

  • Page 48
    ... COMMITTEE REPORT OF THE COMPENSATION COMMITTEE The Compensation Committee has reviewed and discussed with management the Company's Compensation Discussion and Analysis for the year ended September 25, 2015 as required by Item 407(e)(5) of Regulation S-K promulgated by the SEC. Based on such review...

  • Page 49
    ... Ferber President, Residential Business Unit N. David Bleisch SVP, Chief Legal Officer 2015 500,000 2014 500,002 2013 204,545 2015 434,171 2014 425,012 2013 391,667 (1) (2) (3) (4) Mr. Geltzeiler was appointed by the Company's Board of Directors on October 14, 2013, with an effective start date of...

  • Page 50
    ... represent tax gross-up payments made with respect to taxable relocation expenses. Amounts represent matching contributions made by the Company on behalf of each NEO to its tax-qualified 401(k) RSIP and to its non-qualified SSRP, as applicable. Miscellaneous compensation in fiscal year 2015 includes...

  • Page 51
    ... the Officer Bonus Plan are reported in the Summary Compensation Table under the heading "Non-Equity Incentive Plan Compensation." All numbers have been rounded to the nearest whole dollar, share or unit, with the exception of the exercise price of Stock Option awards. All Other Stock Awards: Number...

  • Page 52
    ...NEOs consisted of a mix of PSUs, RSUs and Stock Options. For Stock Options, the exercise price equals the closing price of the Company's common stock on the date of grant. Stock Options granted as part of the annual award process generally vest in equal installments over a period of four years. Each...

  • Page 53
    ....70, which was the NYSE closing price per share of the Company's common stock on September 25, 2015. Option Awards (1) Stock Awards Market Value of Shares or Units of Stock that Have Not Vested ($) (3) 2,569,160 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have...

  • Page 54
    ... COMPENSATION-CONTINUED Vesting dates for each outstanding Stock Option award, as of September 25, 2015, for the NEOs are as follows: Number of Shares Underlying Vesting Awards Naren Gursahaney Michael Geltzeiler Jerri DeVard Alan Ferber Year 2015 10/12/2015 11/14/2015 11/22/2015 11/30/2015 2016...

  • Page 55
    ...,549 8,648 44,374 22,186 - 11,770 7,082 14,089 - - - 1,590 The number of PSUs vesting on November 30, 2015 for Messrs. Gursahaney and Bleisch are shown net of the impact of Company performance. The ADT Corporation 2016 Proxy Statement 45 PROXY STATEMENT Year Naren Gursahaney N. David Bleisch

  • Page 56
    ... medical, dental and health care reimbursement account coverage for 12 months following termination of employment (or until the NEO commences employment by another company and becomes eligible for coverage under the new employer's plans), subject to the NEO's payment of the employee portion of such...

  • Page 57
    .... • Payment of the cost of outplacement services for 12 months following the termination of employment. Each NEO must execute a general release of claims in favor of the Company in order to receive these benefits. The Company will not reimburse an NEO with respect to any excise tax triggered by...

  • Page 58
    ... termination of employment or upon a qualifying termination in connection with a change in control, assuming that the triggering event or events occurred on September 25, 2015. Equity award amounts are calculated using a price of $30.70, which was the closing price of the Company's common stock on...

  • Page 59
    ... Company's Annual Meeting on March 17, 2015, the value of a "stub grant" made to Mr. Hylen. This stub grant represented a pro-rated grant covering the period from the date of his appointment to the Board of Directors (January 9, 2015) until the Annual Meeting on March 17, 2015. The ADT Corporation...

  • Page 60
    ... has direct responsibility to appoint, compensate, oversee, evaluate, and recommend termination of, when appropriate, the independent auditor. In this context, the Audit Committee: • reviewed and discussed the audited financial statements in ADT's annual report on Form 10-K with management...

  • Page 61
    ... Public Accounting Firm for fiscal year 2016. The ADT Corporation 2016 Proxy Statement 51 PROXY STATEMENT Audit Fees: These amounts represent fees of D&T for the audit of our annual consolidated financial statements, the review of financial statements included in our quarterly Form 10-Q reports...

  • Page 62
    ...advisory vote on the compensation of our named executive officers as disclosed in accordance with the SEC's rules in the section of this Proxy Statement under "Compensation of Executive Officers" on pages 26 to 48. The Company currently intends to hold such votes annually. Accordingly, the next such...

  • Page 63
    ... 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 and its telephone number is (561) 988-3600. Householding of Proxy Materials SEC rules permit companies and intermediaries such...

  • Page 64
    ... compensation plans in which case may include other adjustments which were not contemplated in the annual incentive plan target setting process. These measures are useful for investors because they may permit more meaningful comparisons of the Company's underlying operating results and business...

  • Page 65
    ... above are calculated by translating current period amounts in local currency using a budgeted currency conversion rate. Adjustments related to items which were not contemplated in the annual incentive plan target setting process. The ADT Corporation 2016 Proxy Statement 55 PROXY STATEMENT

  • Page 66
    ... recurring revenue (2) (3) $ 1,262 $ 1,288 Average trailing twelve month recurring revenue disconnected net of price escalations. Disconnects account for dealer chargebacks. Gross creation cost includes amount held back from dealers for chargebacks. PROXY STATEMENT 56 The ADT Corporation 2016...

  • Page 67
    ... of related revenue Pre-SAC EBITDA before special items (1) $ 81 52 36 285 36 (41) $ 82 50 27 273 33 (40) $ 449 1 1 8 - 1 $ 425 2 4 17 7 3 $ 460 51.2% 107 $ 458 51.9% 108 $ 567 $ 566 Relates to the 2012 Tax Sharing Agreement between Tyco, ADT and Pentair. The ADT Corporation 2016...

  • Page 68
    ... rate. Adjustments related to items which were not contemplated in the annual incentive plan target setting process. (Unaudited) Constant Currency Reconciliations For the Twelve Months Ended September 25, September 26, 2015 2014 ($ in millions) Recurring Revenue: Recurring revenue as reported...

  • Page 69
    ... Stockholder Communication and Engagement Policy are also available on our website. We will provide, free of charge, a copy of any of our corporate documents listed above upon written request to the Corporate Secretary at The ADT Corporation, 1501 Yamato Road, Boca Raton, Florida 33431. By order of...

  • Page 70
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  • Page 71
    ... (I.R.S. Employer Identification No.) 1501 Yamato Road Boca Raton, Florida 33431 (Address of principal executive offices, including zip code) (561) 988-3600 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of...

  • Page 72
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  • Page 73
    ... About Market Risk ...Financial Statements and Supplementary Data ...Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...Controls and Procedures ...Other Information ...Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security...

  • Page 74
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  • Page 75
    .... Operating results are reported based on the following two segments: • United States: Includes sales, installation and monitoring for residential, business, and health customers in the United States and Puerto Rico, as well as corporate expenses and other operating costs associated with support...

  • Page 76
    ... revenue per customer, costs incurred to provide services to customers and customer tenure. We believe we have a proven track record of successfully balancing these key business drivers to optimize our financial returns. We use a structured customer acquisition process designed to generate new...

  • Page 77
    ...Depending on the service plan that customers purchase and the type and level of product installation, they can remotely access information regarding the security of their home or business, arm and disarm their security system, adjust lighting or thermostat levels or view real-time video from cameras...

  • Page 78
    ...and require significant capital expenditures." In our health business, we provide monitoring center supported personal emergency response system ("PERS") products and services which leverage our safety monitoring infrastructure to provide customers with solutions that help sustain independent living...

  • Page 79
    ... internal sales force, including our phone and field teams, supported by our direct response marketing efforts. We generated our remaining new customers in fiscal year 2015 through our authorized dealer program, and to a small extent, through agreements with leading homebuilders and related partners...

  • Page 80
    ... that account by means of a monitoring services agreement with the authorized dealer. Like our direct sales contracts, dealer generated customer contracts typically have an initial term of three years (two years in California) with automatic renewals for successive 30day periods unless canceled by...

  • Page 81
    ... and monitoring services through our in-house network of redundant monitoring centers, our reliable product solutions and our highly skilled installation and service organization position us well to compete with traditional and new competitors. Seasonality Our business experiences a certain level of...

  • Page 82
    ... and technology partners. Due to the importance that customers place on reputation and trust when making a decision on a security provider, our brand is critical to our business. Patents for individual products extend for varying periods according to the date of patent filing or grant and the legal...

  • Page 83
    ... believe that our relations with our employees and labor unions have generally been good. Available Information ADT is required to file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission ("SEC"). Investors may read and copy...

  • Page 84
    ... is the Company's Senior Vice President and Chief Corporate Development Officer. He leads the health business and is responsible for driving growth and enhancing customer experience for ADT's health services. He also directs ADT's corporate strategy and market and business development. Prior to...

  • Page 85
    ... business in October 2013. He is responsible for driving growth in the residential market through marketing, sales and exceptional customer service. He joined ADT in April 2013 as Senior Vice President and Chief Customer Officer, responsible for developing strategies and executing programs designed...

  • Page 86
    ... for developing and executing ADT's information technology strategy in support of its product development and business operations. Ms. McLean also serves as Chief Customer Officer of the Company and is responsible for defining and delivering a superior customer experience for monitoring and response...

  • Page 87
    ...Vice President and Chief Innovation Officer, leading the Company's vision for innovation and product development. He is responsible for building the strategic roadmap for new and existing solutions, defining product architecture and positioning ADT as a partner of choice for key technology companies...

  • Page 88
    ... services could significantly reduce our revenue, increase our operating costs or otherwise adversely affect our business, financial condition, results of operations or cash flows. In addition to developing and acquiring new technologies and introducing new offerings, we may need, from time to time...

  • Page 89
    ... be required to change the estimated useful lives of assets and/or the accelerated method of depreciation related to our security monitoring customers, increasing our depreciation and amortization expense or impairing such assets. We amortize the costs of our acquired and dealer-generated contracts...

  • Page 90
    ...our customers and employees, including video images of customer sites. We must comply with applicable federal and state laws and regulations governing the collection, processing, sharing, access, use, security and privacy of personally identifiable information, including protected health information...

  • Page 91
    ...current products and services, to ensure that their products are free of defects or security vulnerabilities, to develop new products and services on a timely and cost-effective basis and to respond to emerging industry standards and other technological changes. Further, these third-party technology...

  • Page 92
    ...business results. We may pursue business opportunities that diverge from our current business model, including expanding our products or service offerings, investing in new and unproven technologies, adding customer acquisition channels and forming new alliances with companies to market our services...

  • Page 93
    ...discontinuing their electronic security business, non-renewal of our dealer contracts and competition from other alarm monitoring companies. If we experience a loss of authorized dealers representing a significant portion of our customer account generation from our authorized dealer program or if we...

  • Page 94
    ...ADT® brand name to engage in fraudulent activities, including unauthorized telemarketing conducted in our name to induce our existing customers to switch to competing monitoring service providers, lead generation activities for competitors and obtaining personal financial information. Third parties...

  • Page 95
    ... of operations and cash flows. Our independent, third party authorized dealers may not be able to mitigate certain risks such as information technology breaches, data security breaches, product liability, errors and omissions and marketing compliance. We generate a portion of our new customers...

  • Page 96
    ... adapt timely to changing technologies, market conditions or customer preferences, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In addition, we use broadband Internet access service, including video streaming services, to support...

  • Page 97
    ...to meet such codes, which could require us to make costly modifications to our products and services or to forgo marketing in certain jurisdictions. Changes in laws or regulations could require us to change the way we operate or to utilize resources to maintain compliance, which could increase costs...

  • Page 98
    ... charged directly to the alarm companies. Our alarm service contracts generally allow us to pass these charges on to customers, but we may not be able to collect these charges if customers are unwilling or unable to pay them and such outcome may materially and adversely affect our operating results...

  • Page 99
    ... in return for compensation. The rules are the subject of pending lawsuits by several parties. The net neutrality rules could affect the market for broadband Internet access service in a way that impacts our business, for example by increasing the cost of broadband Internet service and thereby...

  • Page 100
    ... of existing agreements may impose significant new costs on us, which could adversely affect our financial condition and results of operations in the future. We may be subject to liability for obligations of The Brink's Company under the Coal Act. On May 14, 2010, we acquired Broadview Security...

  • Page 101
    ...our suppliers to meet demand for their products or for potential strategic partners to commence new projects, as they may experience increased costs of debt financing or difficulties in obtaining debt financing. Volatility and/or disruptions in the financial markets have had adverse effects on other...

  • Page 102
    ...and other corporate purposes, including dividend payments; increase our vulnerability to adverse economic and industry conditions; limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate; restrict our ability to introduce new technologies or...

  • Page 103
    ... or acquisition may trigger change in control and severance benefits to certain executive employees under the terms of either our Severance Plan for U.S. Officers and Executives or Change in Control Severance Plan, thereby increasing the cost of such a transaction. The market price of our common...

  • Page 104
    ... affect the market price of our common stock. Accordingly, investors in our common stock may not be able to resell their shares at or above their original purchase price. Risks Relating to our Separation from Tyco We share responsibility for certain income tax liabilities of ADT, Tyco and Pentair...

  • Page 105
    ... Security and The Brink's Company dated October 31, 2008 (collectively, the "Broadview Tax Liabilities"). Costs and expenses associated with the management of Shared Tax Liabilities and Broadview Tax Liabilities are generally shared 20% by Pentair, 27.5% by ADT, and 52.5% by Tyco. All the tax...

  • Page 106
    ... which could have a material adverse impact on our financial condition, results of operations, cash flows or our effective tax rate in future reporting periods. If the distribution of ADT or Pentair common shares by Tyco to its shareholders or certain internal transactions undertaken in anticipation...

  • Page 107
    .... We currently operate through a network of approximately 180 sales and service offices, ten monitoring facilities, five customer and field support locations, two national sales call centers and one regional distribution center, located throughout the United States and Canada, the majority...

  • Page 108
    ... with certainty, we believe that the resolution of any such proceedings, other than matters specifically identified in Note 7, will not have a material adverse effect on our financial position, results of operations or cash flows. Item 4. Mine Safety Disclosures. Not Applicable. FORM 10-K 34

  • Page 109
    PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. As of the close of business on November 5, 2015, there were 17,770 holders of record of our common stock. Our common stock is traded on the New York Stock Exchange ("NYSE") ...

  • Page 110
    ... stock. This graph is not being filed with the SEC as part of this Annual Report on Form 10-K and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of this Annual Report...

  • Page 111
    Issuer Purchases of Equity Securities Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs Period Total Number of Shares Purchased Average Price Paid Per Share 06/27/15 - ...

  • Page 112
    ... and related Notes" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Annual Report on Form 10-K. ADT has a 52- or 53-week fiscal year that ends on the last Friday in September. Fiscal year 2011 was a 53-week year. Fiscal years 2015, 2014...

  • Page 113
    ...authorized dealers, affinity organizations and third-party referral companies. ADT delivers an integrated customer experience by maintaining the industry's largest sales, installation and service field force as well as a monitoring network, all backed by the support of approximately 17,100 employees...

  • Page 114
    ...generated from monthly monitoring fees. In any period, our business results will be impacted by a number of factors including: customer additions, costs associated with adding new customers, average revenue per customer, costs related to providing services to customers and customer tenure. We manage...

  • Page 115
    ...leverage costs of operations. To grow our customer base and improve awareness of our brands, we market our monitored security and home/business automation systems and services through national television advertisements, Internet advertising, a direct sales force and an authorized dealer network. The...

  • Page 116
    ... acquisition cost expenses and revenue associated with the sale of equipment. We believe Adjusted pre-SAC EBITDA is useful to provide investors with information on the operational profits from our existing customer base by excluding certain revenue and expenses related to acquiring new customers...

  • Page 117
    ...of Devcon Security Holdings, Inc. in August 2013. These accounts are included in the 6.4 million ending number of customers as of September 27, 2013. Gross customer additions for fiscal year 2014 exclude 373 thousand customer accounts acquired in connection with the acquisition of Protectron in July...

  • Page 118
    ... The increase in customer accounts generated through our direct channel resulted primarily from greater phone sales, increased self-generated business and improved close rates. The increase in our dealer channel production was primarily due to a higher number of customers generated from our existing...

  • Page 119
    ... million of revenue associated with the Protectron business, which we acquired during the fourth quarter of fiscal year 2014. This increase was partially offset by the negative impact of foreign currency exchange rates on revenue, excluding Protectron, of $19 million. Operating Expenses We evaluate...

  • Page 120
    .... Decreased installation costs on outright system sales to our business customers of $28 million due to a mix shift from video equipment sales to ADT-owned hosted video solutions, resulting in higher deferred costs and lower current period installation costs. Canada Operating expenses increased by...

  • Page 121
    ... purchases and, to a lesser extent, lower levels of customer accounts generated through our direct channel. The decline in our dealer channel production was primarily due to a lower number of dealers for the majority of the year, in addition to dealers facing lead generation challenges as a result...

  • Page 122
    ...through our direct channel resulted from lead generation challenges partially due to the impact of the competitive environment, the implementation of more stringent credit policies for new subscribers and increased focus on ADT Pulse® upgrades for existing customers. Ending number of customers, net...

  • Page 123
    ...from programs to improve customer retention, incremental investments to strengthen our business platforms and capabilities to support our business simplification, innovation and M&A opportunities and higher costs associated with being a stand-alone public company. FORM 10-K A $17 million increase in...

  • Page 124
    ... the operational profits from our existing customer base by excluding certain revenue and expenses related to acquiring new customers. Adjusted Pre-SAC EBITDA reflects Adjusted EBITDA, as discussed above, adjusted for gross subscriber acquisition cost expenses and revenue associated with the sale of...

  • Page 125
    ... purchases represent accounts that we acquire from third parties outside of our authorized, dealer network, such as other security service providers, on a selective basis. These items are subtracted from cash from operating activities because they represent long-term investments that are required...

  • Page 126
    ... related to incremental revenue and costs associated with the acquisition and operations of Protectron, partially offset by the negative impact of foreign currency exchange rates. For further details on the drivers of these changes, refer to the discussion above under "Results of Operations." FORM...

  • Page 127
    ...the direct channel, an increase in new ADT Pulse® customers and a higher volume of ADT Pulse® upgrades to existing customers. The increase in cash paid for dealer generated accounts resulted from the increased levels of dealer account production discussed above under "Results of Operations-Revenue...

  • Page 128
    ... generated customer accounts. Our cash flows from operations include cash received from monthly recurring revenue and upfront fees received from customers, less cash costs to provide services to our customers, including general and administrative costs and certain costs associated with acquiring new...

  • Page 129
    ... open market pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, in private transactions or otherwise. The FY2015 Share Repurchase Program expires on July 17, 2018, and may be terminated at any time. As of September 25, 2015, no shares...

  • Page 130
    ... and $555 million, respectively, for customer contracts for electronic security services generated under the ADT authorized dealer program and bulk account purchases. See discussion included in FCF under "Results of Operations-Non-GAAP Measures" for further information. During fiscal year 2014, we...

  • Page 131
    ... monthly recurring fees received for monitoring services provided to customers. Revenue from monitoring services is recognized as those services are provided to customers. Customer billings for services not yet rendered are deferred and recognized as revenue as the services are rendered. The balance...

  • Page 132
    ...related to acquiring the customer and do not exceed deferred subscriber acquisition revenue. Dealer intangibles represent contracts and related customer relationships generated through the ADT dealer program which are recorded upon acquisition at their contractually determined purchase price. Dealer...

  • Page 133
    ...level for which discrete financial information is available and the level at which segment management regularly reviews the operating results. As a result of this change, we reallocated goodwill to the new reporting units using the relative fair value approach. As part of our fiscal year 2015 annual...

  • Page 134
    ..., we caution you that all statements contained in this report that are not clearly historical in nature, including statements regarding business strategies, market potential, future financial performance, the effects of the separation of ADT from Tyco and other matters, are forward-looking. Without...

  • Page 135
    ... States and Canada. These operations expose us to a variety of market risks, including the effects of changes in interest rates and foreign currency exchange rates. We monitor and manage these financial exposures as an integral part of our overall risk management program. Our policies allow for...

  • Page 136
    ...in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our principal executive officer and principal...

  • Page 137
    ... the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, or persons performing...

  • Page 138
    ...") for our 2016 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days after the end of our fiscal year covered by this report. Also incorporated herein by reference is information concerning our executive officers which is found in Item 1 of this Annual Report on Form 10...

  • Page 139
    .... (a) The following documents are filed as part of this report: 1. 2. 3. The financial statements listed in the "Index to Consolidated Financial Statements" The financial statement schedules listed in the "Index to Consolidated Financial Statements" The exhibits listed in the "Index to Exhibits...

  • Page 140
    ... thereunto duly authorized. THE ADT CORPORATION Date: November 12, 2015 By: /s/ Michael Geltzeiler Michael Geltzeiler Senior Vice President and Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below...

  • Page 141
    THE ADT CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Operations ...Consolidated Statements of Comprehensive Income ...Consolidated Statements of Stockholders' Equity ...

  • Page 142
    ... ADT Corporation Boca Raton, Florida We have audited the accompanying consolidated balance sheets of The ADT Corporation and subsidiaries (the "Company") as of September 25, 2015 and September 26, 2014, and the related consolidated statements of operations, comprehensive income, stockholders' equity...

  • Page 143
    ... OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of The ADT Corporation Boca Raton, Florida We have audited the internal control over financial reporting of The ADT Corporation and subsidiaries (the "Company") as of September 25, 2015, based on criteria...

  • Page 144
    THE ADT CORPORATION CONSOLIDATED BALANCE SHEETS As of September 25, 2015 and September 26, 2014 (in millions, except share and per share data) 2015 2014 Assets Current Assets: Cash and cash equivalents ...Accounts receivable trade, less allowance for doubtful accounts of $23 and $24, respectively ...

  • Page 145
    THE ADT CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS Fiscal Years Ended September 25, 2015, September 26, 2014 and September 27, 2013 (in millions, except per share data) 2015 2014 2013 Revenue ...Cost of revenue ...Selling, general and administrative expenses ...Radio conversion costs (See ...

  • Page 146
    ... 2015 2014 2013 Net income ...Other comprehensive loss: Foreign currency translation and other, net of tax ...Total other comprehensive loss, net of tax ...Comprehensive income ...See Notes to Consolidated Financial Statements $ 296 (128) (128) $ 168 $304 (42) (42) $262 $421 (13) (13) $408 FORM...

  • Page 147
    ...' Equity Common Stock Retained Earnings Balance as of September 28, 2012 ...Other comprehensive loss ...Net income ...Dividends declared ($0.625 per share) ...Common stock repurchases ...Exercise of stock options and vesting of restricted stock units ...Stock-based compensation expense...

  • Page 148
    ... revenue ...231 226 232 Other ...19 78 (49) Net cash provided by operating activities ...Cash Flows from Investing Activities: Dealer generated customer accounts and bulk account purchases ...Subscriber system assets ...Capital expenditures ...Acquisition of businesses, net of cash acquired...

  • Page 149
    ... and tax valuation allowances and purchase price allocations. Actual results could differ materially from these estimates. Revenue Recognition-Substantially all of the Company's revenue is generated by contractual monthly recurring fees received for monitoring services provided to customers. Revenue...

  • Page 150
    ... Ltd. in connection with the exercise of ADT share based awards held by certain Tyco and Pentair Ltd. employees. See Note 6 for further information. Translation of Foreign Currency-The Company's Consolidated Financial Statements are reported in U.S. dollars. A portion of the Company's business is...

  • Page 151
    ...operate under the ADT dealer program. These contracts and related customer relationships are recorded at their contractually determined purchase price. During the charge-back period, generally twelve to fifteen months, any cancellation of monitoring service, including those that result from customer...

  • Page 152
    ..., including operating results, business plans, economic projections, anticipated future cash flows and other market data. There are inherent uncertainties related to these factors and judgment is required in applying them to the goodwill impairment test. The Company performs its annual impairment...

  • Page 153
    ... differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company's ability to recover its deferred tax assets, the Company considers all available positive and negative evidence including its past operating results, the existence of cumulative losses...

  • Page 154
    ... primarily related to a loss on the sublease of a portion of its office space and $3 million of other costs associated with consulting services focused on identifying actions to reduce its cost structure and streamline operations. Substantially all of these charges were paid as of September 25, 2015...

  • Page 155
    ...In the normal course of business, the Company is liable for contract completion and product performance. In the opinion of management, such obligations will not significantly affect the Company's financial position, results of operations or cash flows. As of September 25, 2015 and September 26, 2014...

  • Page 156
    ... for customer contracts for electronic security services generated under the ADT dealer program and bulk account purchases. Acquisitions On July 8, 2014, the Company acquired all of the issued and outstanding capital stock of Protectron, a leading electronic security services company in Canada. The...

  • Page 157
    ... year 2015, the Company changed its operating segment reporting structure. Under this new structure, the Company now has two operating segments, which are also the Company's reporting units. As a result of this change, the Company reallocated goodwill to the U.S. and Canada reporting units using...

  • Page 158
    ...2014 ...Customer contract additions, net of dealer charge-backs ...Amortization ...Currency translation and other ...Balance as of September 25, 2015 ...$2,917 253 523 (587) (30) $3,076 561 (614) (59) $2,964 Other than goodwill, the Company does not have any other indefinite-lived intangible assets...

  • Page 159
    ... general corporate purposes and repurchases of outstanding shares of ADT's common stock. Interest is payable on April 15 and October 15 of each year, and commenced on October 15, 2014. The Company may redeem the notes, in whole or in part, at any time prior to the maturity date at a redemption price...

  • Page 160
    ... for the repurchase of outstanding shares of ADT's common stock. Interest is payable on June 15 and December 15 of each year, and commenced on June 15, 2013. The Company may redeem the notes, in whole or in part, at any time prior to the maturity date at a redemption price equal to the greater of...

  • Page 161
    ... expense for fiscal years 2015, 2014 and 2013 primarily represents interest incurred on the Company's unsecured notes. See Note 1 for information on the fair value of the Company's debt. 6. Income Taxes Significant components of income before income taxes for fiscal years 2015, 2014 and 2013 are...

  • Page 162
    ... generate sufficient future taxable income to realize the tax benefits related to its remaining deferred tax assets, including credit and net operating loss ("NOL") carryforwards, on the Company's Consolidated Balance Sheet. The valuation allowance for deferred tax assets as of September 25, 2015...

  • Page 163
    ... twelve months. Many of the Company's uncertain tax positions relate to tax years that remain subject to audit by the taxing authorities in the U.S. federal, state and local or foreign jurisdictions. Open tax years in significant jurisdictions are as follows: Jurisdiction Years Open To Audit Canada...

  • Page 164
    ... party, the amounts in default. In addition, if another party to the 2012 Tax Sharing Agreement that is responsible for all or a portion of an income tax liability defaults in its payment of such liability to a taxing authority, ADT could be legally liable under applicable tax law for such 90 FORM...

  • Page 165
    ... companies is responsible for issuing its own shares upon employee exercises of stock option awards or vesting of restricted stock units. However, the 2012 Tax Sharing Agreement provides that any allowable compensation tax deduction for such awards is to be claimed by the employee's current employer...

  • Page 166
    ..., 2014, the Company and certain of its current and former officers and directors were named as defendants in a lawsuit filed in the United States District Court for the Southern District of Florida. The plaintiff alleges violations of the Securities Exchange Act of 1934 and SEC Rule 10b-5, and seeks...

  • Page 167
    ... issues and proposed tax adjustments that are generally subject to the sharing provisions of the 2007 Tax Sharing Agreement and which may require Tyco to make a payment to a taxing authority, Covidien or TE Connectivity. Although Tyco has advised ADT that it has resolved a substantial 93 FORM 10-K

  • Page 168
    ..., to the extent ADT is responsible for any liability under the 2012 Tax Sharing Agreement, there could be a material impact on its financial position, results of operations, cash flows or its effective tax rate in future reporting periods. In fiscal year 2014, Tyco advised the Company of pending IRS...

  • Page 169
    ...2014 2013 Stock-based compensation expense recognized ...Tax benefit associated with stock-based compensation ... $23 9 $20 8 $19 7 Stock Options-Options are granted to purchase common shares at prices that are equal to the fair market value of the common shares on the date the option is granted...

  • Page 170
    ... assumed at the date of grant. The assumptions used in the Black-Scholes option pricing model for fiscal years 2015, 2014 and 2013 are as follows: 2015 2014 2013 Risk-free interest rate ...Expected life of options (years) ...Expected annual dividend yield ...Expected stock price volatility ... 1.73...

  • Page 171
    ...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. FORM 10-K 97

  • Page 172
    ... 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's common stock at an average price of $43.01 per share. The total cost of open market repurchases for fiscal...

  • Page 173
    ... authorized repurchases under the FY2013 Share Repurchase Program expiring November 26, 2015. During fiscal year 2014, the Company made open market repurchases of 14 million shares of ADT's common stock at an average price of $35.72 per share under the FY2013 Share Repurchase Program. The total cost...

  • Page 174
    ......Basic earnings per share ...Diluted Earnings Per Share Numerator: Net income ...Denominator: Basic weighted-average shares outstanding ...Effect of dilutive securities: Stock options ...Restricted stock ...Diluted weighted-average shares outstanding ...Diluted earnings per share ...100 $ 296 171...

  • Page 175
    ... new segment structure. The United States segment includes sales, installation and monitoring for residential, business, and health customers in the United States and Puerto Rico, as well as corporate expenses and other operating costs associated with support functions in the U.S. The Canada segment...

  • Page 176
    ... remainder residing in Canada. 13. Quarterly Financial Data (Unaudited) Summarized quarterly financial data for fiscal years 2015 and 2014 are as follows ($ in millions, except per share data): December 26, 2014 2015 March 27, June 26, 2015 2015 September 25, 2015 Revenue ...Operating income ...Net...

  • Page 177
    ... 26, 2015, the day after the last day of the Company's 2015 fiscal year, and will end on September 30, 2016. This change better aligns the Company's external reporting with the monthly recurring nature of revenues and expenses associated with the Company's customer base. Share Repurchases Subsequent...

  • Page 178
    THE ADT CORPORATION SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS ($ in millions) Balance at Beginning of Year Additions Charged to Income Balance at End of Year Description Deductions Allowance for Doubtful Accounts: Year Ended September 27, 2013 ...Year Ended September 26, 2014 ...Year Ended ...

  • Page 179
    ... and The ADT Corporation Non-Income Tax Sharing Agreement dated as of September 28, 2012, by and among Tyco International Ltd., Tyco International Finance S.A., and The ADT Corporation Trademark Agreement, dated as of September 25, 2012, by and among ADT Services GmbH, ADT US Holdings, Inc., Tyco...

  • Page 180
    ... Plan for U.S. Officers and Executives The ADT Corporation Change in Control Severance Plan ADT LLC Supplemental Savings and Retirement Plan Agreement, dated as of December 17, 2012, by and among The ADT Corporation, Keith A. Meister, Corvex Management LP and Soros Fund Management LLC Form of ADT...

  • Page 181
    ... by reference from the respective exhibit to The ADT Corporation's Current Report on Form 8-K filed on October 16, 2015 (8) Incorporated by reference from the respective exhibit to The ADT Corporation's Current Report on Form 8-K filed on December 18, 2012 (9) Incorporated by reference from...

  • Page 182
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  • Page 183
    ...directed to ADT Shareholder Services at the company's corporate headquarters. Stock Exchange The company's common stock is traded on the New York Stock Exchange under the ticker symbol "ADT". ADT on the Internet The ADT Corporation 2015 Annual Report is available online at www.adt.com. ADT's website...