SecProbe.io

Mail Stop 3720

November 30, 2017

P. Gray Finney
Chief Legal Officer & Secretary
ADT, Inc.
1501 Yamato Road
Boca Raton, Florida 33431

Re: ADT, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted November 22, 2017
  CIK No. 0001703056

Dear Mr. Finney :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Prospectus Summary

1. Please further clarify in your disclosure why you are highlighting and comparing certain
financial and other metrics using disparate time periods and measurements.   For example,

 Refer to  the table on page 2 .  Given how much time has passed in calendar year 2017,
disclose  why you are comparing your monitoring and services revenues for the
trailing 12 months ended September 30, 2017 to the annualized 2016 monthly
recurring monitoring and service revenues of th e other companies listed.   Clarify
whether you are also using annualized monthly recurring monitoring and service

P. Gray Finney
ADT, Inc.
November 30, 2017
Page 2

 revenues for the company.   Furthermore, explain why you are using annualized 2016
monthly recurring monitoring and service revenues of Stanley  Security when Stanley
Black and Decker Inc. has disclosed 2016 revenues for its Stanley Security business
that is different from the annualized revenue figure in your table.   In this regard, we
note that you labeled your chart as being a comparison of sec urity monitoring
companies by revenue.   If you intend to compare only monthly recurring monitoring
and service revenues, as implied by your footnote (1), please revise your disclosure as
appropriate so this information is more prominently disclosed.

 Refer  to page 5 and your response to prior comment 1.   Disclose  why you are
comparing Adjusted EBITDA of the pre -acquisition legacy ADT for the fiscal year
ended September 25, 2015 to the post -acquisition combined company of Protection
One, ASG, and ADT for the trailing twelve -month period ended September 30, 2017.

For each of these types of metrics, please revise your disclosure to explain  how using
disparate time periods and measures may impact the information and comparisons.

Financial statements for the nine months ended September 30, 2017

2. We note your response to prior comment 3.  Please continue to provide us with updates
for all equity related transactions subsequent to this request through the effective date of
the registration statement.  Once you h ave an estimated offering price, please provide us
an analysis explaining the reasons for the difference between the fair value of the
underlying stock as of the most recent valuation date and the midpoint of your IPO
offering price range, if material.

You may contact Inessa Kessman, Staff Accountant , at (202) 551 -3371  or Ivette Leon,
Assistant Chief Accountant,  at (202) 551 -3351 if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney Lindsay, Staff Attorney , at
(202) 551 -7237 or Kathleen Krebs, Special Counsel,  at (202) 551 -3350 with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Tracey A. Zaccone
 Paul, Weiss, Rifkind, Wharton & Garrison LLP