UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
☒
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2016
ARRIS GROUP, INC. EMPLOYEE SAVINGS PLAN
Of
ARRIS INTERNATIONAL
PLC
(Exact name of registrant as specified in its charter)
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England and Wales
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001-37672
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98-1241619
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3871 Lakefield Drive,
Suwanee, Georgia
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30024
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (678) 473-2000
ARRIS Group, Inc. Employee Savings Plan
Audited Financial Statements and Supplemental Schedule
As of December 31, 2016 and 2015 and for the Year Ended December 31, 2016
Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors of ARRIS International plc and the Trustees of the ARRIS Group, Inc. Employee Savings Plan
We have audited the accompanying statements of net assets available for benefits of ARRIS Group, Inc. Employee Savings Plan as of
December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plans management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to
perform an audit of the Plans internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net
assets available for benefits of ARRIS Group, Inc. Employee Savings Plan at December 31, 2016 and 2015, and the changes in its net assets available for benefits for the year ended December 31, 2016, in conformity with U.S. generally
accepted accounting principles.
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2016 has
been subjected to audit procedures performed in conjunction with the audit of ARRIS Group, Inc. Employee Savings Plans financial statements. The information in the supplemental schedule is the responsibility of the Plans management. Our
audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information
presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labors Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 27, 2017
1
ARRIS Group, Inc. Employee Savings Plan
Statements of Net Assets Available for Benefits
(In Thousands)
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December 31
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2016
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2015
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Assets:
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Investments, at fair value
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$
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402,550
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$
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363,042
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Fully benefit-responsive investment contracts at contract value
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49,304
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38,919
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Employer contributions receivable
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1,727
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2,059
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Notes receivable from participants
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5,135
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5,538
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Net assets available for benefits
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$
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458,716
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$
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409,558
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See accompanying notes.
2
ARRIS Group, Inc. Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
(In Thousands)
Year
Ended December 31, 2016
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Additions to net assets attributable to:
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Contributions:
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Participants
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$
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35,078
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Rollovers
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7,098
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Employer
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14,479
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Total contributions
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56,655
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Investment income:
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Dividends and interest
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17,022
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Net depreciation in fair value of investments
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14,786
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Total investment income
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31,808
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Other income
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561
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Interest income on notes receivable
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226
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Total additions, net of investment losses
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89,250
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Deductions from net assets attributable to:
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Benefits paid to participants
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(39,507
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)
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Administrative expenses
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(585
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)
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Total deductions
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(40,092
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)
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Net increase in net assets
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49,158
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Net assets available for benefits:
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Beginning of year
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409,558
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End of year
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$
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458,716
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See accompanying notes.
3
ARRIS Group, Inc. Employee Savings Plan,
Notes to Financial Statements
December 31, 2016
1. Explanatory
Note
On January 4, 2016, ARRIS Group, Inc. (ARRIS Group) completed its combination (the Combination) with
Pace plc, a company incorporated in England and Wales (Pace). In connection with the Combination, (i) ARRIS International plc (the Registrant), a company incorporated in England and Wales, acquired all of the outstanding
ordinary shares of Pace (the Pace Acquisition) and (ii) a wholly-owned subsidiary of the Registrant was merged with and into ARRIS Group (the Merger), with ARRIS Group surviving the Merger as an indirect wholly-owned
subsidiary of the Registrant. Under the terms of the Combination, (a) Pace shareholders received 132.5 pence in cash and 0.1455 ordinary shares of the Registrant for each Pace share they held, and (b) ARRIS Group stockholders received one
ordinary share of the Registrant for each share of ARRIS Group common stock they held (nominal value of £.01 per share). Equity incentive and compensation plans were assumed by the Registrant and amended to provide that those plans will
now provide for the award and issuance of ordinary shares instead of shares of common stock of ARRIS Group on a one-for-one basis. The ordinary shares of the Registrant trade on the NASDAQ under the symbol ARRS.
The Registrant is deemed to be the successor to ARRIS Group pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended
(the Exchange Act), and the ordinary shares of the Registrant are deemed to be registered under Section 12(b) of the Exchange Act.
On January 1, 2017, the Pace Americas, LLC. 401(k) Plan was merged into the ARRIS Plan. As a result of the merger, employees of Pace
Americas, LLC who were participants in the Pace Plan became eligible to participate in the ARRIS Plan on January 1, 2017. For the year ended December 31, 2016, Pace Plan had a balance of $63,709 thousand. The balance was transferred to the
ARRIS Plan and funds were allocated to each employees account in January 2017. In addition, contemporaneous with the merger of the two Plans, the ARRIS Plan was amended to reflect the change in Plan sponsor and Plan name to ARRIS Technology,
Inc. Employee Savings Plan from ARRIS Group, Inc. Employee Savings Plan.
2. Description of the Plan
The following description of the ARRIS Group, Inc. Employee Savings Plan (the Plan) provides only general information. Participants should
refer to the Summary Plan Description and Plan document for a more complete description of the Plans provisions.
General
The Plan, a defined contribution plan covering substantially all U.S. employees of ARRIS International plc (ARRIS or the Company), is subject
to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan contains the safe harbor provisions under Section 401(k) (12) of the Internal Revenue Code.
Contributions
Participants may
contribute up to 50% of their pretax compensation in increments of 0.1%, subject to Internal Revenue Service (IRS) limitations. The Plan permits participants to designate all or a portion of their contributions as after-tax Roth contributions.
4
Under the terms of the Plan, the Company will also make employer safe harbor
matching-contributions. The Company matches 100% of a participants contributions up to the first 3% of compensation contributed to the Plan, plus 50% of the participants contributions with respect to the next 2% of compensation
contributed to the Plan, for a maximum employer-matching contribution equal to 4% of compensation.
The Plan provides a true-up employer
matching contribution to active participants accounts if, after the end of the Plan year, it is determined that a participant received less than the maximum percentage of employer-matching contributions required based on the participants
total contributions for the year.
The Company in its discretion may also make an additional discretionary contribution.
Participant Accounts
Each participants account is credited with the participants contributions, allocations of the Companys matching
contributions, allocable share of investment results, and allocable share of administrative expenses not otherwise paid by the Company. Allocations are based on participant earnings or account balances, as set forth in the Plan documents.
Vesting
Participants are
immediately vested in their contributions plus actual earnings thereon. Employer matching contributions made on and after January 1, 2008, plus actual earnings thereon, are immediately vested at 100%. Vesting for the additional discretionary
contribution is based on a schedule. Full vesting for this contribution will occur at 3 years of service.
Forfeitures
During 2016, approximately $2 thousand of nonvested employer contributions were forfeited by terminated Plan participants. Forfeited balances
of nonvested terminated participants accounts are used to reduce Company contributions. In 2016, the Company used $1 thousand of forfeitures to offset contributions. As of December 31, 2016 and 2015, unallocated assets
(e.g., forfeitures) included in investments totaled $47 thousand and $45 thousand, respectively.
Payment of Benefits
Upon termination of service, retirement, death, or permanent disability, a participant may receive a lump-sum distribution equal to the
non-forfeitable portion of his/her Plan account. The Plan also provides for hardship distributions and, once a participant has attained age 59
1
⁄
2
,
in-service distributions.
Participant Loans
Participants may borrow from their fund accounts a minimum of $500 up to a maximum of the lesser of $50,000 or 50% of their vested account
balances. Loan terms range from one to five years or up to ten years for the purchase of a primary residence. Certain loans originating from the C-COR, Incorporated Retirement Savings, and Profit Sharing Plan (Prior Plan) that were assumed by
the Plan in 2008 have longer terms as was permitted under the Prior Plan at the time the loans were made. The loans are secured by the balance in the participants account and bear interest at the prime rate, plus 1%, in effect at the time of
the disbursement of the loan. Principal and interest are paid ratably through payroll deductions.
Administrative Expenses
The Plan incurs administrative expenses directly related to the Plan. These expenses are paid through Plan Investments and are reported on the
statements of changes in net assets available for benefits as administrative expenses. Certain fees associated with participant loans are paid from the participants account balance. All other administrative expenses are paid by the Company on
behalf of the Plan.
5
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan, subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. The value of the trust assets and the shares of all participants and beneficiaries will be determined as of the effective date of the termination.
Distributions will be made as provided in the Plan document.
3. Summary of Significant Accounting Policies
Basis of Presentation
The Plans financial
statements have been prepared on the accrual basis of accounting.
Notes Receivable
Notes receivable represents participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest.
Interest income on loans receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of
December 31, 2016 or 2015. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
Investments
The Plans investments
in mutual funds and the Company common stock fund are stated at fair value, which is based on quoted market prices on national exchanges as of the last business day of the Plan year.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
The Plans investment in the Prudential Stable Fund, which is a fully benefit-responsive synthetic
guaranteed investment contracts (SGIC) consisting of a wrapper contract and a common collective trust is recorded at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because
contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals
and fees.
Except for events which may result in termination for cause, including, but not limited to, plan termination or merger,
early retirement incentive, and layoffs, the issuer may not cause the contract to be terminated at an amount other than contract value. The Plan does not believe that the occurrence of any event limiting the Plans ability to transact at
contract value is probable.
Interest is credited on contract balances using a single portfolio rate approach. Under this
methodology, a single interest crediting rate is applied to all contributions made to the product regardless of the timing of those contributions. Interest crediting rates are reviewed on a quarterly basis for resetting.
6
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
4. Investments
Fair Value Measurements
Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the FASB established a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value
into three broad levels, which are described below:
Level 1: Unadjusted quoted prices in active markets that are
accessible to the reporting entity at the measurement date for identical assets and liabilities
Level 2: Inputs other than
quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 3: Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs
include managements own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
A financial instruments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair
value measurement. The following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.
ARRIS International plc, Common Stock Fund
This fund represents employer securities valued at the closing price reported on the active market on which the portion of the fund provides
liquidity, which enables Plan participants to transfer money daily among all investment choices. This common stock fund is classified as a Level 1 investment.
Lifecycle Funds
These funds include
investments in highly diversified funds designed to remain appropriate for investors in terms of risk throughout a variety of life circumstances. These funds share the common goal of first growing and then later preserving principal and contain a
mix of U.S. and international common stocks, U.S. issued bonds and cash. There are currently no redemption restrictions on these investments. The fair value of the investments in this category is determined by obtaining quoted prices on nationally
recognized securities exchanges. These investments are classified as Level 1 within the valuation hierarchy.
Mutual Funds
The fair value of mutual funds is determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 input). The
investment objective of the registered investment company is a combination of current income and capital growth and holds a diversified mix of domestic and international equities, domestic and international investment grade bonds, domestic
high-yield bonds, and investment grade money market instruments.
7
The following table presents Plan assets measured at fair value on a recurring basis subject to
the fair value hierarchy (in thousands):
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December 31, 2016
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Level 1
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Level 2
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Level 3
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Total
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ARRIS common stock fund
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$
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13,128
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$
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$
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$
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13,128
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Lifecycle funds
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127,415
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127,415
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Mutual funds
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262,007
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262,007
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Subtotal
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$
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402,550
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|
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$
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$
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$
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402,550
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Collective trust fund
(a)
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49,304
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|
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Total
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$
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451,854
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December 31, 2015
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Level 1
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Level 2
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Level 3
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Total
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ARRIS common stock fund
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$
|
17,648
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$
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$
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$
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17,648
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|
Lifecycle funds
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110,588
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|
|
|
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110,588
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Mutual funds
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234,806
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234,806
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|
|
|
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|
|
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Subtotal
|
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$
|
363,042
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
363,042
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|
|
|
|
|
|
|
|
|
|
|
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|
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Collective trust fund
(a)
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38,919
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Total
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$
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401,961
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|
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(a)
|
This common collective trust fund is a fully benefit responsive investment contract and is designed to deliver
safety and stability by preserving principal, adequate liquidity, and competitive yield with low income volatility. Contract value is the relevant measurement attributable to fully benefit responsive investment contracts, hence not required to
categorize within the fair value hierarchy.
|
5. Income Tax Status
The Plan has received a determination letter from the IRS dated March 19, 2016, stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (the Code) and the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the
Plan is being operated in compliance with the applicable requirements of the Code and therefore, believes the Plan is qualified and, the related trust is tax-exempt.
Accounting principles generally accepted in the United States require Plan management to evaluate uncertain tax positions taken by the Plan.
The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by
the Plan, and has concluded that as of December 31, 2015 there are no uncertain positions taken or expected to be taken. The Plan recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. The Plan is
subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
6. Transactions with
Parties-in-Interest
The following transactions qualify as related-party transactions; however, all of these types of transactions are
exempt under the prohibited transaction rules:
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|
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The Plan held ARRIS common stock fund valued at $13.1 million and $17.6 million at December 31,
2016 and 2015, respectively.
|
|
|
|
Participants have loans from their fund accounts outstanding in the amount of $5.1 million and
$5.5 million as of December 31, 2016 and 2015, respectively.
|
7. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit
risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available for benefits.
8
Supplemental Schedule
9
ARRIS Group, Inc. Employee Savings Plan
EIN# 46-1965727 Plan#002
Schedule
H, Line 4(i) Schedule of Assets
(Held at End of Year)
December 31, 2016
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(a)
|
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(b)
Identity of Issue
|
|
(c)
Description of Investment
|
|
(e)
Current Value
|
|
|
|
Vanguard
|
|
Vanguard Institutional Index Fund
|
|
$
|
61,871,293
|
|
(1)
|
|
Prudential
|
|
Prudential Core Conservative Bond Fund
|
|
|
49,304,464
|
|
|
|
Wells Fargo
|
|
Wells Fargo Advantage DJ Target 2030 Fund
|
|
|
30,623,532
|
|
|
|
Prudential
|
|
Prudential Total Return Bond Z Fund
|
|
|
25,227,516
|
|
|
|
Wells Fargo
|
|
Wells Fargo Advantage DJ Target 2025 Fund
|
|
|
24,212,946
|
|
|
|
Wells Fargo
|
|
Wells Fargo Advantage DJ Target 2020 Fund
|
|
|
23,363,378
|
|
|
|
Wells Fargo
|
|
Wells Fargo Advantage Growth ADM Fund
|
|
|
21,732,303
|
|
|
|
Wells Fargo
|
|
Wells Fargo Advantage DJ Target 2035 Fund
|
|
|
20,519,194
|
|
|
|
American
|
|
American Century Value Fund
|
|
|
17,038,050
|
|
|
|
American Funds
|
|
American Funds Cap Wld Growth & Income R4 Fund
|
|
|
16,994,272
|
|
|
|
Oakmark
|
|
Oakmark Equity & Income Fund
|
|
|
16,561,961
|
|
|
|
Franklin
|
|
Franklin Rising Dividend Adv
|
|
|
16,620,004
|
|
|
|
T. Towe Price
|
|
Select T. Rowe Price/Frontier MC Gr II I
|
|
|
15,861,095
|
|
|
|
Invesco
|
|
Invesco Equally Weighted S&P 500Y Fund
|
|
|
15,760,315
|
|
|
|
Wells Fargo
|
|
Wells Fargo Advantage DJ Target 2040 Fund
|
|
|
14,813,724
|
|
|
|
Columbia
|
|
Columbia Mid Cap Value Z Fund
|
|
|
14,653,168
|
|
|
|
Fidelity
|
|
Fidelity Advisor International Growth Fund
|
|
|
11,022,941
|
|
|
|
Franklin
|
|
Franklin Small Cap Value Adv
|
|
|
10,600,523
|
|
|
|
American Century
|
|
American Century Real Estate Inv Fund
|
|
|
10,371,898
|
|
|
|
ClearBridge
|
|
ClearBridge Small Cap Growth I
|
|
|
7,159,823
|
|
|
|
Wells Fargo
|
|
Wells Fargo Advantage DJ Target 2045 Fund
|
|
|
4,885,593
|
|
|
|
Wells Fargo
|
|
Wells Fargo Advantage DJ Target 2050 Fund
|
|
|
2,938,901
|
|
|
|
Wells Fargo
|
|
Wells Fargo Advantage DJ Target 2015 Fund
|
|
|
2,803,444
|
|
|
|
Wells Fargo
|
|
Wells Fargo Advantage DJ Target Today Fund
|
|
|
2,685,823
|
|
|
|
Wells Fargo
|
|
Wells Fargo Advantage DJ Target 2055 Fund
|
|
|
568,213
|
|
(2)
|
|
ARRIS International plc
|
|
Common stock fund
|
|
|
13,127,792
|
|
(2)
|
|
ARRIS International plc
|
|
Short term investments and cash
|
|
|
531,806
|
|
(2)
|
|
Participants
|
|
Loans receivable; interest rates range 3.25% 8.75%; maturities through
10/17/2034
|
|
|
5,134,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
456,988,745
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Reported at contract value
|
|
(2)
|
Represents a party-in-interest to the Plan
|
Note: Cost information (column d) has not been included as all investments are participant directed.
10
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee savings plan)
have duly caused this annual report to be signed by the undersigned thereunto duly authorized.
|
|
|
ARRIS GROUP, INC.
EMPLOYEE SAVINGS
PLAN,
|
|
|
By:
|
|
Administrative Committee
(Plan
Administrator)
|
|
/s/ Patrick W. Macken
|
Patrick W, Macken
|
Senior Vice President, General Counsel and Secretary
|
Dated: June 27, 2017
11
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-68018) pertaining to the Employees
Savings Plan of ARRIS Group, Inc. of our report dated June 27, 2017, with respect to the financial statements and schedule of the ARRIS Group, Inc. Employees Savings Plan included in this Annual Report (Form 11-K) for the year ended
December 31, 2016.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 27, 2017
12
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