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INTRODUCTION

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• year assured December 31, 2016 compared to the aeon from Birth through

December 31, 2015 (Successor) and the aeon from January 1, 2015 through

from disinterestedness issuances by the Aggregation and Ultimate Parent to our Sponsor and

assertive added investors;

(ii) incremental aboriginal affirmation appellation accommodation borrowings of $1,555 actor and the

(iii) arising by ADT Inc. of 750,000 shares of the Koch Adopted Antithesis and

actor as a accountability in our Circumscribed Antithesis Sheets. We allocated the

absolute $91 actor in gain to the Warrants, which was contributed by

2,076,027 $ (6,212 )

N/A- Not applicable, or not allusive in assertive cases area accumulated presentation would be affected on a altered abject (1) Accredit to the “-Key Achievement Indicators” area for the definitions of

(2) Gross chump acquirement abrasion (percent) is presented on a pro forma basis

for The ADT Association business and ASG, as applicable.

(3) Adapted EBITDA and Free Banknote Breeze are non-GAAP measures. Accredit to the

“-Non-GAAP Measures” area for the definitions of these acceding and

reconciliations to the best commensurable GAAP measures.

(1) For 2017, reflects the appulse of Tax Reform. Accredit to Agenda 7 “Income Taxes”

to the accompanying circumscribed banking statements for added discussion.

(2) Represents absolute and incremental costs constant from acquisitions fabricated by

the Company, primarily associated with the ADT Acquisition, and certain

accompanying restructuring and affiliation efforts as a aftereffect of those

acquisitions, as able-bodied as assertive asset crime accuse accompanying to cost

acclimation investments.

(3) For 2017, includes fees incurred in affiliation with the Special Allotment and

fees incurred in affiliation with amendments and restatements to our First

Affirmation Acclaim Accessories and the 2017 Incremental Appellation B-1 Loan. For 2016,

includes fees incurred in affiliation with amendments and restatements to our

Aboriginal Affirmation Acclaim Facilities.

(4) Adopted bill (gains)/losses are accompanying to the adaptation of monetary

assets and liabilities that are denominated in Canadian dollars, primarily

due to intercompany loans.

(5) Accident on concealment of debt primarily relates to the write-off of debt

abatement and arising costs associated with the amendments and restatements

to our Aboriginal Affirmation Acclaim Accessories during 2017 and 2016, and the voluntary

paydown of $260 actor of the added affirmation notes, as authentic herein, in July

and October 2016.

(6) Represents adjustments accompanying to the fair accumulated of deferred acquirement under

GAAP, primarily accompanying to the ADT Accretion in 2016, and the Formation

Affairs in 2015.

(7) Primarily represents non-cash asset write-downs associated with our cost

acclimation investments, as able-bodied as a net accident on the acclimation of derivative

affairs that were accomplished to barrier approaching banknote flows associated with the

ADT Accretion for the year assured December 31, 2016.

(8) Represents costs associated with our affairs that began in 2015 to upgrade

cellular technology acclimated in abounding of our aegis systems.

(9) Represents non-cash acquittal accumulated associated with deferred subscriber

accretion costs, net of non-cash acquittal of deferred installation

revenue.

(10) Share-based advantage accumulated represents advantage accumulated associated

with our disinterestedness advantage plans. Accredit to Agenda 12 “Share-based

Compensation” to the accompanying circumscribed banking statements for

added discussion.

(11) Primarily represents fees paid beneath the Administration Consulting Acceding as

authentic in the addendum to the circumscribed banking statements. Such

acceding was assured in affiliation with the cleanup of the IPO.

2021 (the “First Affirmation Appellation B Loan”) (all of which has aback been reallocated

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to the Aboriginal Affirmation Appellation B-1 Accommodation as authentic herein), and (ii) a appellation loan

adeptness with an antecedent accumulated arch accumulated of $1,555 million

crumbling on May 2, 2022 (the “First Affirmation Appellation B-1 Loan”), including an

incremental appellation accommodation adeptness of $125 actor (the “Incremental Aboriginal Lien

Appellation B-1 Loan”) and an incremental aboriginal affirmation appellation accommodation adeptness of $800

actor (the “2017 Incremental Aboriginal Affirmation Appellation B-1 Loan”);

• a aboriginal affirmation revolving acclaim facility, in an accumulated arch accumulated of

a letter of acclaim sub-facility (the “2020 Revolving Acclaim Facility”); and • a aboriginal affirmation revolving acclaim facility, in an accumulated arch accumulated of

up to $255 million, crumbling on May 2, 2021, including a letter of credit

sub-facility and a swingline accommodation sub-facility (the “2021 Revolving Credit

Facility” and, calm with the 2020 Revolving Acclaim Facility, the

“Revolving Acclaim Facilities”).

• $1,000 actor accumulated arch accumulated of 6.250% Chief Addendum due 2021,

• $1,000 actor accumulated arch accumulated of 3.500% Addendum due 2022, which

will complete on July 15, 2022. Absorption is payable on January 15 and July 15

of anniversary year;

• $700 actor accumulated arch accumulated of 4.125% Chief Addendum due 2023,

• $22 actor accumulated arch accumulated of 4.875% Chief Addendum due 2042,

• $728 actor accumulated arch accumulated of 4.875% First-Priority Senior

Anchored Addendum due 2032, which complete on July 15, 2032. Absorption is payable

2,076,027 $ (6,212 )

94,281 94,411 1,501,908 1,969,151 Operating leases 60,379 51,283 40,303 24,948 16,414 16,643 209,970 Basic leases(4) 14,778 12,546

Total acknowledged banknote obligations(6) $ 875,104$ 841,496$ 1,118,432$ 1,787,830$ 4,955,705$ 6,634,159$ 16,212,726

______________________

(1) Debt arch consists of concise and abiding debt obligations, and

excludes basic charter obligations, debt discounts, deferred costs costs,

and interest. Approaching obligations accompanying to debt affected in the ADT

Accretion are based on arch balances due at maturity, and exclude

amounts accompanying to the acquirement accounting fair accumulated adjustments.

(2) Absorption payments represent estimated absorption payments on our outstanding

debt antithesis as of December 31, 2017. The absorption payments accept we did not

accept any outstanding borrowings beneath our Revolving Acclaim Accessories for all

periods presented above. Absorption payments on our variable-rate debt are

affected based on a advanced London Interbank Offered Accumulated (“LIBOR”) curve

(or floor, whichever is higher) added the applicative allowance in aftereffect at

December 31, 2017. The absolute absorption ante on the capricious indebtedness

incurred and the accumulated of our acknowledgment could alter from those acclimated to

compute the aloft absorption payments.

(3) The table aloft includes estimated payments associated with the dividend

obligation on the Koch Adopted Securities, and on May 2, 2030, the date of

the binding redemption, assumes the acquittal of (i) the accumulated stated

accumulated accumulated of $750 actor and (ii) the banknote acquittal of the accumulated

assets of about $45 million. Banknote allotment payments are calculated

based on a accumulated of the five-year U.S.Treasury crop in aftereffect at

December 31, 2017 added 9.00% per annum, with a attic of 1.25%. Assets paid

on the Koch Adopted Antithesis are presented as absorption expense. Accredit to

Agenda 6 “Mandatorily Redeemable Adopted Securities” to the accompanying

circumscribed banking statements for added information.

(4) Basic leases reflect the arch accumulated of basic charter obligations,

including accompanying interest.

(5) Acquirement obligations abide of commitments accompanying to agreements for

purchases of appurtenances and services, including acquirement orders, entered into in

the accustomed advance of business. In May 2017, we entered into an agreement

with one of our suppliers for the acquirement of assertive aegis system

accessories and components. Based on assertive milestones in the agreement, we

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could potentially be adapted to accomplish purchases in accumulated of up to

$150 actor over a multi-year period. As of December 31, 2017, we do not

accept any acquirement obligation beneath this agreement.

(6) Absolute acknowledged banknote obligations in the table aloft exclude assets taxes as

we are clumsy to accomplish a analytic reliable appraisal of the timing for the

absolute payments in approaching years. As of December 31, 2017, we had

anonymous tax allowances of $71 million. Accrued absorption and penalties

accompanying to the anonymous tax allowances were not material. Accredit to Agenda 7

“Income Taxes” to the accompanying circumscribed banking statements for

added discussion.

• year assured December 31, 2016 compared to the year assured December 31, 2015,

in anniversary case on added pro forma basis.

Unaudited Added Pro Forma After-effects of Operations

Selling, accepted and accurate costs 1,209,200 1,238,923

Depreciation and abstract asset acquittal 1,863,299 1,574,219

Adjusted EBITDA(4) and Added Pro Forma Adapted EBITDA (4) $ 2,352,803$ 2,176,943$ 2,031,281

_______________________

(1) Accredit to Agenda 1 to Addendum to the Unaudited Added Pro Forma Financial

Advice presented in the Added Management’s Altercation and

Assay of Banking Action and After-effects of Operations.

(2) Accredit to Agenda 2 to Addendum to the Unaudited Added Pro Forma Financial

Advice presented in the Added Management’s Altercation and

Assay of Banking Action and After-effects of Operations.

(3) Accredit to the “Item 7. Management’s Altercation and Assay of Financial

Altitude and After-effects of Operations-Key Achievement Indicators” area for

the definitions of these key achievement indicators.

(4) Adapted EBITDA and Added Pro Forma Adapted EBITDA are non-GAAP

measures. Accredit to the “Item 7. Management’s Altercation and Assay of

Banking Action and After-effects of Operations-Non-GAAP Measures” area for

the definitions thereof and beneath for reconciliations to net assets (loss),

the best commensurable GAAP measure.

Depreciation and abstract asset acquittal 1,863,299 1,574,219

N/A-Not applicative (1) Represents post-acquisition restructuring and affiliation accuse associated

with assorted acquisitions and added asset impairments.

(2) Costs and accord fees represents fees associated with (i) the Special

Dividend, (ii) amendments and restatements to our Aboriginal Affirmation Credit

Facilities, and (iii) the 2017 Incremental Aboriginal Affirmation Appellation B-1 Loan.

(3) Adopted bill (gains)/losses relates to the adaptation of budgetary assets

and liabilities that are denominated in Canadian dollars, primarily due to

intercompany loans.

(4) Accident on concealment of debt for year assured December 31, 2017 and

added pro forma year assured December 31, 2016 primarily relates to the

write-off of debt abatement and arising costs associated with amendments and

restatements to the Aboriginal Affirmation Acclaim Facilities.

(5) Represents added non-cash items such as assertive asset write-downs, as able-bodied as

a net accident on the acclimation of acquired affairs that were accomplished to

barrier approaching banknote flows associated with the ADT Accretion during the

added pro forma year assured December 31, 2016.

(6) Represents costs associated with our affairs that began in 2015 to upgrade

cellular technology acclimated in abounding of our aegis systems.

(7) Represents non-cash acquittal accumulated associated with deferred subscriber

accretion costs, net of non-cash acquittal of acquirement associated with

deferred accession revenue.

(8) Share-based advantage accumulated represents advantage accumulated associated

(9) Includes $20 actor of administration fees to our Sponsor for assertive management

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consulting and advising casework for the year assured December 31, 2017,

added pro forma year assured December 31, 2016 and 2015. Such agreement

was assured in affiliation with the cleanup of the IPO.

___________________________

1(a) The ADT Corporation’s absolute accumulated account of operations abstracts for

the aeon January 1, 2016 to May 1, 2016 has been acquired by abacus the

absolute circumscribed account of operations for the three months ended

March 31, 2016 and the absolute circumscribed account of operations data

for the aeon April 1, 2016 to May 1, 2016. Assertive costs has been

reclassified to accommodate to accustomed aeon presentation.

1(b) Reflects the appulse of:

(i) the changeabout of a acquirement accounting acclimation accompanying to the

write-down to fair accumulated of deferred acquirement associated with casework not

deferred accession acquirement of $58 actor as a aftereffect of the purchase

accumulated allocation for the ADT Accretion as if the accretion had

occurred on January 1, 2015 because the appliance of this purchase

accounting acclimation has a continuing appulse on the Company.

1(c) Reflects the appulse of:

acquirement accumulated allocation for the ADT Accretion as if the acquisition

had occurred on January 1, 2015 because the appliance of this purchase

Administration Consulting Acceding anon accompanying to the ADT Acquisition

1(d) To almanac the afterward net abatement in abrasion and abstract asset

234,284

Subscriber arrangement asset and acreage and accessories depreciation(ii)

106,968

Elimination of absolute The ADT Association abrasion and acquittal expense

(53,575 )

_____________________

(i) Primarily consists of acquittal of chump relationships and dealer

relationships beneath the ADT Accustomed Banker Program. As of the acquisition

date, chump relationships accept a weighted-average absolute advantageous life

of about 6 years, and are amortized on an accelerated basis.

(ii) As of the accretion date, subscriber arrangement assets accept a weighted-average

1(e) To aish transaction costs associated with the ADT Acquisition, as these

costs will not accept a continuing appulse on the Company’s results.

1(f) To almanac incremental absorption accumulated (including accompanying acquittal of

debt arising costs and discount) of $168 actor associated with borrowings

to armamentarium the ADT Accretion as a aftereffect of: (1) the incremental aboriginal lien

appellation accommodation adeptness of $1,555 million; (2) the arising of $3,140 actor of

Prime Notes; (3) the acquittal of arising costs and fees associated with

the $255 actor 2021 Revolving Acclaim Facility; (4) the Koch Preferred

Securities, which accept an accumulated declared accumulated of $750 actor (dividends

for the Koch Adopted Antithesis are recorded as absorption expense); and (5)

the acquittal of the fair accumulated acclimation fabricated to the ADT Addendum assumed

1(g) To almanac the assets tax accumulated appulse of the added pro forma

adjustments at the attenuated approved accumulated of 38.4%.

2. Unaudited Added Pro Forma Account of Operations for the Year Assured December 31, 2015

Operating

Interest

___________________________

Note 1 to Agenda 2. ASG Reclassifications and Formation Affairs Adjustments:

1(a) ASG’s absolute presentation of its revenues and assertive costs contained

aural its absolute circumscribed account of operations for the six

months assured June 30, 2015 accept been reclassified to accommodate to the current

aeon presentation.

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1(b) To almanac an access to acquirement consisting of: (i) the changeabout of a

acquirement accounting acclimation accompanying to the write-down to fair accumulated of

deferred acquirement associated with casework not yet rendered of $19 million

that is anon accompanying to the Formation Transactions, but does not accept a

continuing appulse on the Company; (ii) the aishment of historical

acquittal of deferred accession acquirement of $7 actor as a aftereffect of

the acquirement accumulated allocation for the Formation Affairs as if they had

occurred on January 1, 2015 because the appliance of the purchase

accounting acclimation has a continuing appulse on the Company; and (iii) an

accounting action acclimation accretion acquirement by $4 actor to conform

ASG’s acquirement accounting action to the Company’s policy. For assertive types

of sales, ASG acclimated the percentage-of-completion acclimation to admit revenue

and cost. In contrast, the Aggregation accustomed all acquirement and costs for the

aforementioned types of sales aloft activity achievement (“completed arrangement method”).

In accession to revenue, the accounting action acclimation impacts both the

accumulated of acquirement and selling, accepted and accurate costs band items

as acclaimed below.

1(c) To almanac an access to accumulated of acquirement for an accounting action adjustment

to accommodate ASG’s acquirement accounting action to the Company’s policy, as noted

aloft in agenda 1(b).

Protection One and ASG absolute acquittal of deferred subscriber accretion costs(i)

1,490

1,694

(12,656 )

__________________________

(i) To annihilate Protection One and ASG absolute acquittal of deferred

subscriber accretion costs as a aftereffect of acquirement accounting associated

with the Formation Transactions.

(ii) ADT Inc.’s allotment based accolade costs reflects the incremental expense

accompanying to the new controlling advantage plan entered into as a aftereffect of

ADT Inc.’s accretion of Protection One, Inc.

(iii) ASG disinterestedness advantage plan costs reflect the aishment of the

absolute anniversary that was recorded by ASG as presented in the statement

of operations of the circumscribed banking statements of ASG for the six

months assured June 30, 2015. Final payout was fabricated in affiliation with ADT

Inc.’s accretion of ASG as of July 1, 2015.

(iv) The accounting action acclimation conforms ASG’s acquirement accounting policy

affiliates of GTCR Golder Rauner II, L.L.C. and PCap L.P., respectively,

by Protection One, Inc. and ASG. Consecutive to the Formation Transactions

1(e) To almanac the afterward net access in abrasion and abstract asset

acquittal as a aftereffect of the acquirement accumulated allocation associated with

the Formation Transactions:

145,243

14,288

Elimination of absolute Protection One and ASG abrasion and acquittal expense

8,295

_______________________

1(f) Transaction fees reflect the aishment of absolute acquisition-related

transaction costs that were non-recurring, expensed as incurred and are

anon attributable to the Formation Transactions.

1(g) To almanac the incremental absorption accumulated (including acquittal of

abatement and debt arising costs) due to the new debt acquired to finance

the Formation Transactions.

1(h) To almanac the assets tax accumulated appulse of the added pro forma

adjustments at the approved accumulated of 38.4%. The Aggregation operates in multiple

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jurisdictions, and as such the approved accumulated may not be cogitating of the

absolute appulse of the tax furnishings of the adjustments.

for the twelve months assured December 31, 2015 has been acquired by deducting

the absolute unaudited circumscribed account of operations abstracts for the

three months assured December 26, 2014 from the absolute audited statement

of operations abstracts for the budgetary year assured September 25, 2015, and then

abacus thereto the absolute unaudited circumscribed account of operations

abstracts from the three months assured December 31, 2015. Assertive costs have

2(b) Reflects the appulse of the aishment of The ADT Association historical

acquittal of deferred accession acquirement of $166 actor as a aftereffect of

the acquirement accumulated allocation for the ADT Accretion as if the acquisition

had occurred on January 1, 2015 because the appliance of this purchase

accounting acclimation has a continuing appulse on the Company.

2(c) Reflects the appulse of:

(i) the aishment of The ADT Association absolute acquittal of deferred

subscriber accretion costs of $145 actor as a aftereffect of the purchase

Administration Consulting Acceding anon accompanying to the ADT Accretion as

2(d) To almanac the afterward net access in abrasion and abstract asset

881,929

Subscriber arrangement asset and acreage and accessories depreciation(ii)

549,950

Elimination of absolute The ADT Association abrasion and acquittal expense

292,713

___________________

(i) Primarily consists of acquittal of chump relationships and dealer

relationships beneath the ADT Accustomed Banker Program. As of the

accretion date, chump relationships accept a abounding boilerplate remaining

advantageous activity of about 6 years, and are amortized on an accelerated

boilerplate absolute advantageous activity of about 7 years, and are amortized

on an accelerated basis. Acreage and accessories accept a absolute average

activity of 3 years and are attenuated on a straight-line basis.

2(e) To almanac incremental absorption accumulated (including accompanying acquittal of

debt arising costs and discount) of $518 actor associated with borrowings

to armamentarium the ADT Accretion as a aftereffect of: (1) the incremental aboriginal lien

appellation accommodation adeptness of $1,555 million; (2) the arising of $3,140 million

added antecedence chief anchored notes; (3) the acquittal of arising costs

and fees associated with the $255 actor 2021 Revolving Acclaim Facility;

(4) the Koch Adopted Securities, which accept an accumulated declared accumulated of

$750 actor (dividends for the Koch Adopted Antithesis are recorded as

absorption expense); and (5) the acquittal of the fair accumulated adjustment

fabricated to the ADT Addendum affected as a aftereffect of the acquisition. These

increases are net of the abatement of absorption accumulated of $47 actor on The

ADT Association debt repaid (including accompanying acquittal of capitalized

debt accretion costs) in affiliation with the cleanup of the

acquisition.

2(f) To almanac the assets tax accumulated appulse of the added pro forma

adjustments at the attenuated approved accumulated of 38.4%. The Aggregation operates in

assorted jurisdictions, and as such the approved accumulated may not be reflective

of the absolute appulse of the tax furnishings of the adjustments.

$ – $ 2,176,943

Net (loss) assets $ (18,591 )$ (54,253 )$ (22,656 )

(a) The ADT Corporation’s absolute circumscribed banking advice for the

twelve months assured December 31, 2015 has been acquired by deducting the

absolute circumscribed banking advice for the three months ended

December 26, 2014 from the absolute circumscribed banking advice for

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the budgetary year assured September 25, 2015, and again abacus thereto the

absolute circumscribed banking advice for the three months ended

December 31, 2015.

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