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TABLE OF CONTENTSExecutive Benefits and PerquisitesPolicies and PracticesRisk Mitigation in Compensation Program Design323233REPORT OF THE COMPENSATION COMMITTEE34COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION34FISCAL YEAR 2014 NEO COMPENSATION35Summary Compensation TableSummary Compensation Table – All Other CompensationGrants of Plan Based Awards TableOutstanding Equity Awards at Fiscal Year-End TableOption Exercises and Stock Vested TableNon-Qualified Deferred Compensation TablePotential Payments Upon Termination or Change in Control35363739424242COMPENSATION OF NON-MANAGEMENT DIRECTORS45AUDIT COMMITTEE REPORT46PROPOSAL NUMBER TWO—RATIFICATION OF THE APPOINTMENT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM47PROXY STATEMENTAudit and Non-Audit FeesPolicy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of IndependentAuditors4747PROPOSAL NUMBER THREE—NON-BINDING ADVISORY VOTE ON COMPENSATIONOF THE NAMED EXECUTIVE OFFICERS48OTHER MATTERS49Registered and Principal Executive OfficesHouseholding of Proxy Materials4949RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES AND SELECTEDDEFINITIONS49INCORPORATION BY REFERENCE53WEBSITE ACCESS TO REPORTS AND OTHER INFORMATION53

INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETINGINFORMATION ABOUT THIS PROXY STATEMENTAND THE ANNUAL MEETINGQuestions and Answers about Voting Your SharesThe ADT Corporation (“ADT” or the “Company”) has sent a Notice ofInternet Availability of Proxy Materials and/or Notice of Annual Meetingand Proxy Statement, together with a proxy card, because ADT’sBoard of Directors is soliciting your proxy to vote at the AnnualMeeting of Stockholders scheduled to be held on March 17, 2015(the “Annual Meeting”). This Proxy Statement contains informationabout the items being voted on at the Annual Meeting and importantinformation about ADT. ADT’s 2014 Annual Report on Form 10-K,which includes ADT’s consolidated and combined financialstatements for the fiscal year ended September 26, 2014 (the“Annual Report”), is enclosed with these materials. ADT has madethese materials available to each person who is registered as a holderof its shares in its register of stockholders (such owners are oftenreferred to as “holders of record” or “registered stockholders”) as ofthe close of business on January 20, 2015, the record date for theAnnual Meeting. Any ADT stockholder as of the record date whodoes not receive a paper copy of the Notice of the Annual Meetingand Proxy Statement, together with the enclosed proxy card or votinginstruction form and the Annual Report, may obtain a copy at theAnnual Meeting or by contacting ADT at (561) 322-4958 orinvestorrelations@adt.com.ADT has requested those banks, brokerage firms and othernominees who hold ADT shares on behalf of the owners of theshares (such owners are often referred to as “beneficial owners,”“beneficial stockholders” or “street name holders”) as of the close ofbusiness on January 20, 2015 forward these materials, together witha voting instruction form, to those beneficial stockholders. ADT hasagreed to pay the reasonable expenses of the banks, brokerage firmsand other nominees for forwarding these materials.Why did I receive a one-page notice in themail regarding the Internet availability ofproxy materials?Pursuant to rules adopted by the U.S. Securities and ExchangeCommission (the “SEC”), we have elected to provide stockholdersaccess to our proxy materials over the Internet. We believe that thise-proxy process will expedite our stockholders’ receipt of proxymaterials, lower our costs in connection with our Annual Meeting andreduce the environmental impact of our Annual Meeting. Accordingly,we sent a Notice of Internet Availability of Proxy Materials (the“Notice”) on or about January 23, 2015 to stockholders of recordentitled to vote at the Annual Meeting. If you receive the Notice bymail, you will not receive a printed copy of the proxy materials unlessyou specifically request a printed copy.All stockholders will have the ability to access the proxy materials on awebsite referred to in the Notice, to download printable versions ofthe proxy materials from our website or to request and receive apaper or email copy of the proxy materials from us. Instructions onhow to access the proxy materials over the Internet or to request aprinted copy from us may be found on the Notice. If you receivepaper copies of the proxy materials, a proxy card will also beenclosed.Who is entitled to vote?January 20, 2015 is the record date for the Annual Meeting. OnJanuary 20, 2015, there were 171,152,219 shares outstanding andentitled to vote at the Annual Meeting. Stockholders registered in ourshare register at the close of business on January 20, 2015 areentitled to vote at the Annual Meeting.How many votes do I have?Every holder of a share of common stock on the record date will beentitled to one vote per share for each director to be elected at theAnnual Meeting and to one vote per share on each other matterpresented at the Annual Meeting.What is the difference between holdingshares as a stockholder of record and as abeneficial owner?Most of our stockholders hold their shares through a stockbroker,bank or other nominee rather than directly in their own name. Assummarized below, there are some differences between shares heldof record and those owned beneficially.Stockholder of RecordIf your shares are registered directly in your name, as registeredshares entitled to voting rights in our share register operated by ourtransfer agent, Wells Fargo Shareowner Services, you areconsidered, with respect to those shares, the stockholder of recordand the Notice or, if requested, paper or emails copies of these proxymaterials are being sent to you directly by us. As the stockholder ofrecord, you have the right to grant your voting proxy directly to theCompany officers named in the proxy card, or to grant a written proxyto any person (who does not need to be a stockholder), or to vote inperson at the Annual Meeting. If you have received paper copies ofthe proxy materials, we have enclosed a proxy card for you to use inwhich you can elect to appoint Company officers as proxies.Beneficial OwnerIf your shares are held in a stock brokerage account or by a bank orother nominee, you are considered the beneficial owner of sharesheld in street name, and the Notice or, if requested, paper copies ofthese proxy materials are being forwarded to you by your broker,bank or other nominee who is considered, with respect to thoseshares, the stockholder of record. As the beneficial owner, you haveThe ADT Corporation2015 Proxy Statement1PROXY STATEMENTWhy did I receive these proxy materials?

INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING—CONTINUEDthe right to direct your broker, bank or other nominee on how to voteyour shares and are also invited to attend the Annual Meeting.However, since you are not the stockholder of record, you may onlyvote these shares in person at the Annual Meeting if you follow theinstructions described below under the headings “How do I attendthe Annual Meeting?” and “How do I vote?” If you have receivedpaper copies of the proxy materials, your broker, bank or othernominee has enclosed a voting instruction form for you to use indirecting your broker, bank or other nominee as to how to vote yourshares, which may contain instructions for voting by telephone orelectronically.How do I vote?You can vote in the following ways: By Mail: If you are a holder of record and elect to receive a papercopy of your proxy materials, you can vote by marking, dating andsigning the proxy card and returning it by mail in the enclosedpostage-paid envelope. If you beneficially own your shares andreceive a voting instruction form, you can vote by following theinstructions on your voting instruction form. Please refer toinformation from your bank, broker or other nominee on how tosubmit voting instructions. By Internet or Telephone: You can vote over the Internet atwww.proxyvote.com by following the instructions on the proxycard, voting instruction form or in the Notice previously sent toyou. You can vote using a touchtone telephone by calling 1-800690-6903. At the Annual Meeting: If you are a holder of record planning toattend the Annual Meeting and wish to vote your shares in person,we will give you a ballot at the meeting. Stockholders who owntheir shares in street name are not able to vote at the AnnualMeeting unless they have a proxy, executed in their favor, fromtheir broker, bank or other nominee, the holder of record of theirshares.PROXY STATEMENTEven if you plan to be present at the Annual Meeting, we encourageyou to complete and mail the enclosed card to vote your shares byproxy or vote by phone or the Internet. Telephone and Internet votingfacilities for stockholders will be available 24 hours a day and willclose at 11:59 p.m. Eastern Time on March 16, 2015. Proxy cardsmailed by holders of record must be received no later than March 16,2015 in order to be counted in the vote.How do I vote by proxy given to a Companyofficer if I am a holder of record?If you properly fill in your proxy card appointing an officer of theCompany as your proxy and submit it to us in time to vote, yourproxy, meaning one of the individuals named on your proxy card, willvote your shares as you have directed.If other matters are properly presented at the Annual Meeting and anyadjournment or postponement thereof for consideration and you are aholder of record and have submitted a proxy, the persons named asproxies will have the discretion to vote on those matters for you.At the time we began printing this Proxy Statement, we knew of nomatters intended to be raised at the Annual Meeting other than thosedescribed in this Proxy Statement.2 The ADT Corporation2015 Proxy StatementWhether or not you plan to attend the Annual Meeting, we urge you tosubmit your proxy. Returning the proxy card or submitting your voteelectronically will not affect your right to attend the Annual Meeting.How do I attend the Annual Meeting?All stockholders as of January 20, 2015 are invited to attend and voteat the Annual Meeting. For admission to the Annual Meeting, if youare a stockholder of record, you should bring the admission ticketwhich is part of the proxy card and a form of photo identification tothe Registered Stockholders check-in area, where your ownership willbe verified. Those who beneficially own shares should come to theBeneficial Owners check-in area. To be admitted, if you are abeneficial owner, you must bring an account statement or letter fromyour bank, broker or nominee showing that you own ADT shares asof January 20, 2015 along with a form of photo identification.Registration will begin at 8:00 a.m., and the Annual Meeting will beginat 8:30 a.m.What if I return my proxy card but do notmark it to show how I am voting?Your shares will be voted according to the instructions you haveindicated. If you sign and return your proxy card but do not indicateinstructions for voting, your shares will be voted: “FOR” the election ofall nominees to the Board of Directors named on the proxy card;“FOR” the ratification of Deloitte & Touche LLP as our IndependentRegistered Public Accounting Firm for fiscal year 2015 and “FOR” theapproval, in a non-binding vote, of the compensation of ADT’s namedexecutive officers.If other matters are properly presented at the Annual Meeting and anyadjournment or postponement thereof for consideration and you are aholder of record and have submitted a proxy, the persons named asproxies will have the discretion to vote on those matters for you.May I change or revoke my vote after Isubmit my vote via telephone or theInternet, or return my proxy or votinginstruction form?You may change your vote by: If you are a holder of record, by notifying our Corporate Secretaryin writing before the Annual Meeting that you are revoking yourproxy or, if you beneficially own your shares, following theinstructions on the voting instruction form, each provided thatsuch notice is received no later than March 16, 2015; Submitting another proxy card (or voting instruction form if youbeneficially own your shares) with a later date that is received notlater than March 16, 2015; If you are a holder of record, or a beneficial owner with a proxyfrom the holder of record, voting in person at the Annual Meeting;or If you voted by telephone or the Internet, submitting subsequentvoting instructions through the telephone or Internet before theclosing of those voting facilities at 11:59 p.m., Eastern Time onMarch 16, 2015.

INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING—CONTINUEDIt means you have multiple accounts at the transfer agent and/or withbanks and stockbrokers. Please vote all of your shares. Beneficialowners sharing an address who are receiving multiple copies of theProxy Statement and Annual Report will need to contact their broker,bank or other nominee to request that only a single copy of eachdocument be mailed to all stockholders at the shared address in thefuture. In addition, if you are the beneficial owner, but not the recordholder, of ADT’s shares, your broker, bank or other nominee maydeliver only one copy of the Proxy Statement and Annual Report tomultiple stockholders who share an address unless that nominee hasreceived contrary instructions from one or more of the stockholders.ADT will deliver promptly, upon written or oral request, a separatecopy of the Proxy Statement and Annual Report to a stockholder at ashared address to which a single copy of the documents wasdelivered. Stockholders who wish to receive a separate printed copyof the Proxy Statement and Annual Report, now or in the future,should submit their request to ADT by telephone at (561) 322-4958,by email to investorrelations@adt.com or by submitting a writtenrequest to our Corporate Secretary at The ADT Corporation, 1501Yamato Road, Boca Raton, Florida 33431.What proposals are being presented at theAnnual Meeting?ADT intends to present proposals numbered 1 through 3 forstockholder consideration and voting at the Annual Meeting. Theseproposals are for:1. Election of the nominees to the Board of Directors, each asnamed in this Proxy Statement.2. Ratification of the appointment of Deloitte & Touche LLP as ADT’sIndependent Registered Public Accounting Firm for fiscal year2015.3. Approval, in a non-binding vote, of the compensation of theCompany’s named executive officers.Other than matters incident to the conduct of the Annual Meeting andthose set forth in this Proxy Statement, ADT does not know of anyother business or proposals to be raised at the Annual Meeting. If anyother business is proposed and properly presented at the AnnualMeeting, the proxies received from our stockholders give the namedproxies the authority to vote on the matter in their discretion, and suchnamed proxies will vote in accordance with the recommendations ofthe Board of Directors.How does a stockholder submit a proposalfor the 2016 Annual Meeting?Rule 14a-8 of the Securities Exchange Act of 1934, or the “ExchangeAct,” establishes the eligibility requirements and the procedures thatmust be followed for a stockholder proposal to be included in apublic company’s proxy materials. Under the rule, if a stockholderwants to include a proposal in ADT’s proxy materials for its 2016Annual Meeting, the proposal must be received by ADT at its principalexecutive offices on or before September 25, 2015 (120 calendardays before the date of this Proxy Statement’s release tostockholders) and comply with specified eligibility requirements andprocedures in Exchange Act Rule 14a-8. An ADT stockholder whowants to present a matter for action at the 2016 Annual Meeting, butchooses not to do so under Exchange Act Rule 14a-8 (i.e., is notrequesting that the proposal be included in ADT’s proxy materials),must deliver to the Corporate Secretary of ADT, at its principalexecutive offices, on or after November 18, 2015 and no later thanDecember 18, 2015 (not less than 90 nor more than 120 days priorto the one-year anniversary of the Annual Meeting), a written notice tothat effect; provided, however, in the event that the date of the 2016Annual Meeting is convened more than 30 days prior to or delayedby more than 70 days after the anniversary date of the 2015 AnnualMeeting, such notice must be received no earlier than 120 calendardays prior to the 2016 Annual Meeting and not later than the later ofthe 90th day before the 2016 Annual Meeting or the 10th dayfollowing the date on which public announcement of the date of the2016 Annual Meeting is first made.In either case, as well as for stockholder nominations for directors, thestockholder must also comply with the requirements in theCompany’s By-laws with respect to a stockholder properly bringingbusiness before the Annual Meeting. (You can request a copy of theBy-laws from our Corporate Secretary.)Can a stockholder nominate directorcandidates?The Company’s By-laws permit stockholders to nominate directors atthe Annual Meeting. To make a director nomination at the 2016Annual Meeting, you must submit a notice with the name of thecandidate on or after November 18, 2015 and no later thanDecember 18, 2015 (not less than 90 nor more than 120 days priorto the one-year anniversary of the Annual Meeting) to the CorporateSecretary of ADT, at its principal executive offices. The nominationand notice must meet all other qualifications and requirements of theCompany’s Board Governance Principles, By-laws and Regulation14A of the Exchange Act. The Nominating and GovernanceCommittee of the Board of Directors evaluates all director nomineecandidates in the same manner, regardless of the source of therecommendation. These standards are discussed in further detailbelow at page 13 under “Corporate Governance of the CompanyDirector Nomination Process.” (You can request a copy of thenomination requirements from our Corporate Secretary.)What constitutes a quorum?In order to conduct business at the Annual Meeting, it is necessary tohave a quorum. The holders of record of a majority of the votingpower of the issued and outstanding shares of common stock of theCompany entitled to vote thereat, present in person or representedby proxy, shall constitute a quorum for the transaction of business atthe Annual Meeting.How many votes are required to approveeach item?Election of each director nominee requires the affirmative vote of amajority of the votes cast with respect to the director at the AnnualMeeting for the election of directors, provided that in a “contestedelection” of directors (that is, the number of shares voted “for” thatnominee exceeds the number of votes cast “against” that nominee),director

The ADT Corporation Notice of 2015 Annual Meeting of Stockholders When: Tuesday, March 17, 2015 at 8:30 a.m. Eastern Time Where: Embassy Suites Boca Raton, 661 NW 53rd Street, Boca Raton, Florida 33487 Who Can Vote: Stockholders of ADT common stock at the close of business on January 20, 2015. Date of Mailing or Availability Date: Beginning on or about January 23, 2015, this Notice of Annual .