~~Table~~UNITED ofSTATES ~~Contents~~SECURITIES AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES~~D.C. ~~SECURITIES~~20549 ~~AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~FORM ~~D.C.~~10-K ~~20549~~

~~FORM~~For ~~10-K~~the fiscal year ended December 31, 2018

~~For~~of ~~the fiscal year ended December 31, 2017~~

ofARRIS INTERNATIONAL PLC

~~ARRIS~~(Exact ~~INTERNATIONAL~~name ~~PLC~~of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

England and Wales	001-37672	98-1241619
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

England and Wales		001-37672	98-1241619
3871 Lakefield Drive, Suwanee, Georgia	30024
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

3871 Lakefield Drive, Suwanee, Georgia				30024
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (678) 473-2000

~~Registrant’s~~Securities ~~telephone~~registered ~~number,~~pursuant ~~including~~to ~~area code:~~ Section 12(~~678~~b) ~~473-2000~~ of the Act:

~~Securities~~Ordinary ~~registered~~Shares, ~~pursuant~~£0.01 tonominal ~~Section 12(b)~~value ~~of the~~— ~~Act:~~NASDAQ Global Market System

~~Ordinary~~ARRIS ~~Shares,~~International ~~£0.01~~plc ~~nominal~~is ~~value~~a —well-known ~~NASDAQ~~seasoned ~~Global Market System~~ issuer.

ARRIS International plc is(1) has afiled all ~~well-known~~reports ~~seasoned~~required ~~issuer.~~to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.

~~ARRIS~~Except ~~International~~as ~~plc~~set ~~(1) has~~forth ~~filed~~in ~~all reports required to be filed by Section~~Item 1310, orARRIS ~~15(d)~~International ofplc ~~the~~is unaware ~~Securities Exchange Act~~ of ~~1934~~any ~~during~~delinquent ~~the~~filers ~~preceding~~pursuant 12to ~~months and (2)~~Item ~~has~~405 ~~been~~of ~~subject to~~Regulation ~~such filing requirements for the past 90 days~~S-K.

~~Except as set forth in Item 10,~~ ARRIS International plc is ~~unaware~~a oflarge ~~any~~accelerated ~~delinquent filers~~filer ~~pursuant~~and tois ~~Item 405~~not a ofshell ~~Regulation S-K~~company.

ARRIS International plc is arequired ~~large accelerated~~to ~~filer~~submit electronically and ispost ~~not~~on aits ~~shell~~corporate ~~company.~~web site interactive data files required to be submitted and posted pursuant to Rule 405 of Regulation S-T.

The aggregate market value of ARRIS ~~International~~ International plc’s isOrdinary ~~required~~Shares toheld ~~submit~~by ~~electronically~~non-affiliates ~~and~~as ~~post~~of onJune 29, ~~its~~2018 ~~corporate~~was ~~web~~approximately ~~site interactive~~$4.5 ~~data~~billion ~~files~~(computed ~~required~~on tothe bebasis of ~~submitted~~the ~~and~~last ~~posted~~reported ~~pursuant~~sales toprice ~~Rule~~per ~~405~~share of ~~Regulation~~such ~~S-T~~stock of $24.45 on the NASDAQ Global Market System). For these purposes, directors, officers and 10% shareholders have been assumed to be affiliates.

~~The~~As ~~aggregate~~of ~~market~~January 31, ~~value~~2019, 174,116,131 shares of ARRIS International plc’s Ordinary Shares ~~held~~were ~~by non-affiliates as of June 30, 2017 was approximately $5~~outstanding.2 billion (computed on the basis of the last reported sales price per share of such stock of $28.02 on the NASDAQ Global Market System). For these purposes, directors, officers and 10% shareholders have been assumed to be affiliates.

AsPortions of ~~January 31, 2018, 185,238,691 shares of~~ ARRIS International plc’s ~~Ordinary~~Proxy ~~Shares~~Statement ~~were~~for ~~outstanding.~~its 2019 Annual General Meeting of Stockholders are incorporated by reference into Part III.

~~Portions~~TABLE ofOF ~~ARRIS International plc’s Proxy Statement for its 2018 Annual General Meeting of Stockholders are incorporated by reference into Part III.~~ CONTENTS

		Page

	PART I

ITEM 1.	Business	1
ITEM 1A.	Risk Factors	11
ITEM 1B.	Unresolved Staff Comments	26
ITEM 2.	Properties	26
ITEM 3.	Legal Proceedings	26
ITEM 4.	Mine Safety Disclosures	28
ITEM 4A.	Executive Officers and Board Committees	28

	PART II

ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, Issuer Purchases of Equity Securities, and Stock Performance Graph	32
ITEM 6.	Selected Consolidated Historical Financial Data	34
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	64
ITEM 8.	Consolidated Financial Statements and Supplementary Data	65
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	65
ITEM 9A.	Controls and Procedures	65

	PART III

ITEM 10.	Directors, Executive Officers, and Corporate Governance	115
ITEM 11.	Executive Compensation	115
ITEM 12.	Security Ownership of Certain Beneficial Owners, Management and Related Stockholders Matters	115
ITEM 13.	Certain Relationships, Related Transactions, and Director Independence	116
ITEM 14.	Principal Accountant Fees and Services	116

	PART IV

ITEM 15.	Exhibits and Financial Statement Schedules	116
ITEM 16.	Form 10-K Summary	118
	Signatures	119

~~TABLE OF CONTENTS~~ i

		Page
PART I
ITEM 1.	Business		1
ITEM 1A.	Risk Factors		16
ITEM 1B.	Unresolved Staff Comments		35
ITEM 2.	Properties		35
ITEM 3.	Legal Proceedings		35
ITEM 4.	Mine Safety Disclosures		38
ITEM 4A.	Executive Officers and Board Committees		39
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, Issuer Purchases of Equity Securities, and Stock Performance Graph		43
ITEM 6.	Selected Consolidated Historical Financial Data		45
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		46
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk		83
ITEM 8.	Consolidated Financial Statements and Supplementary Data		83
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		84
ITEM 9A.	Controls and Procedures		84
PART III
ITEM 10.	Directors, Executive Officers, and Corporate Governance		147
ITEM 11.	Executive Compensation		147
ITEM 12.	Security Ownership of Certain Beneficial Owners, Management and Related Stockholders Matters		147
ITEM 13.	Certain Relationships, Related Transactions, and Director Independence		148
ITEM 14.	Principal Accountant Fees and Services		148
PART IV
ITEM 15.	Exhibits and Financial Statement Schedules		149
ITEM 16.	Form 10-K Summary		153
	Signatures		154

PART I

iItem 1. Business

~~Table~~As ofused ~~Contents~~in this Annual Report, unless the context requires otherwise, “we,” “our,” “us,” “the Company,” and “ARRIS” refer to ARRIS International plc (and its predecessors) and our consolidated subsidiaries.

~~PART~~General I

~~Item~~Our 1principal executive offices are located at 3871 Lakefield Drive, Suwanee, Georgia 30024, and our telephone number is (678) 473-2000. ~~Business~~We maintain a website at www.arris.com. The information contained on our website is not part of, and is not incorporated by reference into, this Form 10-K. On our website, we provide links to copies of the annual, quarterly, specialized disclosure reports and current reports that we file with the Securities and Exchange Commission (“SEC”), Section 16 reports that our officers and directors file with the SEC, any amendments to those reports, proxy materials for meetings of our shareholders, and all Company news releases. Investor presentations are also frequently posted on our website. Copies of our code of ethics and the charters of our standing board committees also are available on our website. We will provide investors copies of these documents in electronic or paper form upon request, free of charge. We will disclose on our website or on a Current Report on Form 8-K any waivers or amendments to our code of ethics made with respect to our directors and executive officers.

AsGlossary ~~used~~of inTerms this Annual Report, unless the context requires otherwise, “we,” “our,” “us,” “the Company,” and “ARRIS” refer to ARRIS International plc (and its predecessors) and our consolidated subsidiaries.

~~General~~Below are commonly used acronyms in our industry and their meanings:

Our principal executive offices are located at 3871 Lakefield Drive, Suwanee, Georgia 30024, and our telephone number is (678) 473-2000. We maintain a website at www.arris.com. The information contained on our website is not part of, and is not incorporated by reference into, this Form 10-K. On our website, we provide links to copies of the annual, quarterly, specialized disclosure reports and current reports that we file with the Securities and Exchange Commission (“SEC”), Section 16 reports that our officers and directors file with the SEC, any amendments to those reports, proxy materials for meetings of our shareholders, and all Company news releases. Investor presentations also frequently are posted on our website. Copies of our code of ethics and the charters of our standing board committees also are available on our website. We will provide investors copies of these documents in electronic or paper form upon request, free of charge. We will disclose on our website or on a Current Report on Form 8-K any waivers or amendments to our code of ethics made with respect to our directors and executive officers.

Acronym		Terminology
ABR		Adaptive Bit Rate
AdVOD		Video on Demand Advertising
ARPU		Average Revenue Per User
BEQ		Broadband Edge QAM
BSR		Broadband Services Router
Cable VoIP		Cable Voice over Internet Protocol
CAM		Cable Access Module
CBR		Constant Bit Rate
CBRS		Citizen’s Band Radio Service
CCAP		Converged Cable Access Platform
CE		Consumer Electronics
CMS		Content Management System
CMTS		Cable Modem Termination System
COTS		Commercial Off the Shelf
CPE		Customer Premises Equipment
CVeX		Converged Video Exchange
CWDM		Coarse Wave Division Multiplexing
DAA		Distributed Access Architecture
DBS		Digital Broadcast Satellite
DCT		Digital Consumer Terminal
DOCSIS^®		Data Over Cable Service Interface Specification
DPI		Digital Program Insertion
DRM		Digital Rights Management
DSL		Digital Subscriber Line
DTA		Digital Television Adapter
DVB		Digital Video Broadcasting
DVR		Digital Video Recorder
DWDM		Dense Wave Division Multiplexing
EMTA		Embedded Multimedia Terminal Adapter
EPON		Ethernet over Passive Optical Network
eQAM		Edge Quadrature Amplitude Modulator
FPGA		Field Programmable Gate Arrays
FTTH		Fiber to the Home
FTTP		Fiber to the Premises
FWA		Fixed Wireless Access
GAAP		Generally Accepted Accounting Principles
GHZ		Gigahertz
GPA		General Purchase Agreements
Gbps		Gigabits per Second
HD		High Definition
HD-DVR		High Definition Digital Video Recorder
HDTV		High Definition Television
HDR		High Dynamic Range
HEVC		High Efficiency Video Coding
HFC		Hybrid Fiber-Coaxial
IFRS		International Financial Reporting Standards
ILEC		Incumbent Local Exchange Carrier
IoT		Internet of Things
IP		Internet Protocol
IPR		Intellectual Property Rights
IPTV		Internet Protocol Television
IRD		Integrated Receiver / Decoder
LAN		Local Area Network
MHz		Megahertz
Mbps		Megabits per Second
MPEG		Moving Picture Experts Group
MPEG-2		Moving Picture Experts Group, Standard No. 2
MPEG-4		Moving Picture Experts Group, Standard No. 4
M-CMTS		Modular CMTS
MSO		Multiple Systems Operator
MSP		Media Services Platform
MTA		Multimedia Terminal Adapter
MVPD		Multichannel Video Programming Distributors
NGNA		Next Generation Network Architecture
nDVR		Network Digital Video Recorder
nPVR		Network Personal Video Recorder
NSM		Network Service Manager
NIU		Network Interface Unit
OLT		Optical Line Termination
ONU		Optical Network Unit
OEM		Original Equipment Manufacturer
OFDM		Orthogonal Frequency Domain Multiplexing
OSS		Operations Support System
OTT		Over-the-Top
PC		Personal Computer
PCS		Post Contract Support

~~Glossary of Terms~~ 1

~~Below~~Acronym ~~are~~Terminology ~~commonly~~PCT ~~used~~Patent ~~acronyms~~Convention inTreaty ~~our~~PON ~~industry~~Passive Optical Network PSTN Public-Switched Telephone Network PVR Personal Video Recorder QAM Quadrature Amplitude Modulation QoS Quality of Service RDK Reference Design Kit RF Radio Frequency RFOG Radio Frequency over Glass RGU Revenue Generating Unit R-MACPHY Remote Media Access Control and ~~their~~Physical ~~meanings:~~Layers R-PHY Remote Physical layer SCTE Society of Cable Telecommunication Engineers SD Standard Definition SDV Switched Digital Video SLA Service Level Agreement TVE TV Everywhere UHD Ultra-High Definition Triple Play Bundled Offering of Internet, Telephone and TV VAR Value-Added Reseller VOD Video on Demand VoIP Voice over Internet Protocol VPN Virtual Private Network VSP Video Services Platform / Video Service Provider VSOE Vendor-Specific Objective Evidence WLAN Wireless Local Area Networking

~~Acronym~~Overview Terminology ABR Adaptive Bit Rate AdVOD Linear and Demand Oriented Advertising ARPU Average Revenue Per User BEQ Broadband Edge QAM BSR Broadband Services Router Cable VoIP Cable Voice over Internet Protocol CAM Cable Access Module CBR Constant Bit Rate CBRS Citizen’s Band Radio Service CCAP Converged Cable Access Platform CE Consumer Electronics CMS Content Management System CMTS Cable Modem Termination System COTS Commercial Off the Shelf CPE Customer Premises Equipment CVeX Converged Video Exchange CWDM Coarse Wave Division Multiplexing DAA Distributed Access Architecture DBS Digital Broadcast Satellite DCT Digital Consumer Terminal DOCSIS® Data Over Cable Service Interface Specification DPI Digital Program Insertion DRM Digital Rights Management DSL Digital Subscriber Line

1ARRIS, headquartered in Suwanee, Georgia, is a global leader in entertainment, communications, and networking technology. Our mission is to “redefine connectivity” in a rapidly evolving global communications industry. Our innovative offerings combine hardware, software, and services to enable advanced video experiences and constant connectivity featuring high bandwidth, speeds and reliability. Our products and services are utilized by the world’s leading service providers, commercial enterprises, and the hundreds of millions of people they serve. For more information, visit www.arris.com.

~~Table~~We operate in three business segments: Customer Premises Equipment (“CPE”), Network & Cloud (“N&C”) and Enterprise Networks (“Enterprise”). We enable service providers, including cable, telecom, digital broadcast satellite operators and media programmers, to deliver media, voice, and IP data services to their subscribers. We are a leader in set-tops, digital video and Internet Protocol Television (“IPTV”) distribution systems, broadband access infrastructure platforms, and broadband data and voice CPE, which we also sell directly to consumers through retail channels. Through our enterprise distribution channels, we provide wireless and wired products and services for connectivity across varied networking environments to customers across a spectrum of ~~Contents~~verticals—including hospitality, education, smart cities, government, venues, service providers and more. Our core solutions are complemented by a broad array of services, including technical support, repair and refurbishment, and system design and integration.

Acronym		Terminology
DTA		Digital Television Adapter
DVB		Digital Video Broadcasting
DVR DWDM		Digital Video Recorder Dense Wave Division Multiplexing
EMTA		Embedded Multimedia Terminal Adapter
EPON		Ethernet over Passive Optical Network
eQAM		Edge Quadrature Amplitude Modulator
FPGA		Field Programmable Gate Arrays
FTTH		Fiber to the Home
FTTP		Fiber to the Premises
FWA		Fixed Wireless Access
GAAP		Generally Accepted Accounting Principles
GHZ		Gigahertz
GPA		General Purchase Agreements
HD		High Definition
HD-DVR		High Definition Digital Video Recorder
HDTV		High Definition Television
HDR		High Dynamic Range
HEVC		High Efficiency Video Coding
HFC		Hybrid Fiber-Coaxial
IFRS		International Financial Reporting Standards
ILEC		Incumbent Local Exchange Carrier
IoT		Internet of Things
IP		Internet Protocol
IPR		Intellectual Property Rights
IPTV		Internet Protocol Television
IRD		Integrated Receiver / Decoder
LAN		Local Area Network
MHz		Megahertz
Mbps		Megabits per Second
MPEG		Moving Picture Experts Group
MPEG-2		Moving Picture Experts Group, Standard No. 2
MPEG-4		Moving Picture Experts Group, Standard No. 4
M-CMTS		Modular CMTS
MSO		Multiple Systems Operator
MSP		Media Services Platform
MTA		Multimedia Terminal Adapter
MVPD		Multichannel Video Programming Distributors
NGNA		Next Generation Network Architecture
nDVR		Network Digital Video Recorder
nPVR		Network Personal Video Recorder
NSM		Network Service Manager
NIU		Network Interface Unit

Proposed Transaction with CommScope

2On November 8, 2018, ARRIS and CommScope Holding Company, Inc. (“CommScope”) entered into a Bid Conduct Agreement (the “Acquisition Agreement”) whereby CommScope agreed to acquire ARRIS in an all-cash transaction for $31.75 per share or a total purchase price of approximately $7.4 billion, including repayment of debt (the “Acquisition”). In addition, The Carlyle Group, a global alternative asset manager, plans to participate in the acquisition and reestablishes an ownership position in CommScope through a $1 billion minority equity investment as part of CommScope's financing of the transaction. The combined company is expected to drive profitable growth in new markets, shape the future of wired and wireless communications, and position the new company to benefit from key industry trends, including network convergence, fiber and mobility everywhere, 5G, Internet of Things and rapidly changing network and technology architectures.

~~Table~~The consummation of the ~~Contents~~Acquisition is subject to various closing conditions, including, among other things, (i) the receipt of certain approvals of our shareholders, (ii) the sanction of the Scheme by the High Court of Justice of England and Wales, (iii) the receipt of certain required regulatory approvals or lapse of certain review periods with respect thereto, including those in the U.S. and European Union, Chile, Mexico, Russia and South Africa, (iv) the absence of a Company Material Adverse Effect (as defined in the Acquisition Agreement), (v) the accuracy of representations and warranties (subject, in certain cases, to certain materiality or Company Material Adverse Effect qualifiers, as applicable) and (vi) the absence of legal restraints prohibiting or restraining the Acquisition. Our shareholders approved the Acquisition on February 1, 2019 and regulatory approvals have been received, or the review period has lapsed, in the European Union, United States, Russia and South Africa. The parties expect to complete the Acquisition in the first half of 2019.

Acronym Terminology OLT Optical Line Termination ONU Optical Network Unit OEM Original Equipment Manufacturer OFDM Orthogonal Frequency Domain Multiplexing OSS Operations Support System OTT Over-the-Top PC Personal Computer PCS Post Contract Support PCT Patent Convention Treaty PON PSTN Passive Optical Network Public-Switched Telephone Network PVR QAM Personal Video Recorder Quadrature Amplitude Modulation QoS Quality of Service RDK Reference Design Kit RF Radio Frequency RFOG Radio Frequency over Glass RGU Revenue Generating Unit R-MACPHY Remote Media Access Control and Physical Layers R-PHY Remote Physical layer SCTE Society of Cable Telecommunication Engineers SD Standard Definition SDV Switched Digital Video SLA Service Level Agreement TVE TV Everywhere UHD Ultra High Definition Triple Play Bundled Offering of Internet, Telephone and TV VAR Value-Added Reseller VOD Video on Demand VoIP Voice over Internet Protocol VPN Virtual Private Network VSP Video Services Platform / Video Service Provider VSOE Vendor-Specific Objective Evidence WLAN Wireless Local Area NetworkingAcquisitions

~~Overview~~On December 1, 2017, we completed a stock and asset purchase acquisition of the Ruckus Wireless® and ICX® Switch business (collectively “Ruckus” or “Ruckus Networks”) for $762.2 million cash (net of estimated adjustment for working capital and non-cash settlement of pre-existing payables and receivables). In addition, approximately $61.5 million in cash was transferred related to the cash settlement of stock-based awards held by transferring employees. The purchase agreement provided for customary final working capital adjustments and potential cash payments or receipts that were completed 2018.

ARRIS, headquartered in Suwanee, Georgia, is a global leader in entertainment, communications, and networking technology. Our mission is to “redefine connectivity” in a rapidly evolving global communications industry. Our innovative offerings combine hardware, software, and services to enable advanced video experiences and constant connectivity featuring high bandwidth, speeds and reliability. Our products and services are utilized by the world’s leading service providers, commercial enterprises, and the hundreds of millions of people they serve. For more information, visit www.arris.com. 2

WeOn ~~operate~~January 4, in2016, we ~~three~~completed ~~business~~the ~~segments:~~acquisition ~~Customer~~of ~~Premises~~Pace. ~~Equipment~~As ~~(“CPE”)~~part of the transaction, ~~Network &~~both ~~Cloud~~ARRIS ~~(“N&C”)~~Group and ~~Enterprise~~Pace ~~Networks~~became ~~(“Enterprise”). We~~wholly-owned ~~enable~~subsidiaries of ~~service~~ARRIS ~~providers~~International plc, ~~including~~our ~~cable,~~new ~~telecom~~holding company incorporated under the laws of England and Wales. While our jurisdiction of organization was changed, ~~digital~~our corporate headquarters remain in the United States.

3Except for historical financial information, which relates only to ARRIS Group, or as context otherwise requires, our description of the Company and the industry and markets we operate in described in this Annual Report on Form 10-K reflects the combined operations of ARRIS, Pace and Ruckus Networks. Following the completion of the Ruckus Networks acquisition, we began to operate in three business segments — Customer Premises Equipment, Network & Cloud and Enterprise Networks. The former Pace operations are included in the CPE and N&C segments, and the Ruckus Networks operations are primarily included in the Enterprise segment.

~~Table~~Industry ofOverview ~~Contents~~

~~broadcast~~Entertainment ~~satellite operators~~ and ~~media~~communications delivery ~~programmers,~~are toevolving ~~deliver~~rapidly ~~media,~~because ~~voice,~~of ~~and IP data services to their subscribers. We are~~ a ~~leader~~convergence inof ~~set-tops, digital~~trends ~~video~~including ~~and~~the ~~Internet~~rapid ~~Protocol~~growth ~~Television~~of ~~(“IPTV”)~~bandwidth ~~distribution~~consumption ~~systems, broadband access infrastructure platforms,~~ and ~~broadband data~~ consumer and ~~voice~~enterprise ~~CPE,~~migration ~~which~~from wewired ~~also sell directly~~ to ~~consumers~~wireless ~~through retail channels~~connections. ~~Through~~ ~~our enterprise~~These ~~distribution channels, we provide wireless~~ and ~~wired~~other ~~products~~trends ~~and~~are ~~services~~driving ~~for connectivity across varied networking environments to customers across~~ a ~~spectrum~~set of ~~verticals—including~~industry ~~hospitality,~~dynamics ~~education,~~that include ~~smart~~increased ~~cities,~~competition ~~government, venues,~~among service providers ~~and more. Our core solutions are complemented by a broad array of services~~, ~~including~~industry ~~technical~~consolidation ~~support,~~and ~~repair~~significant ~~and~~investment ~~refurbishment,~~in ~~and~~creating ~~system~~advances ~~design~~in communications and ~~integration.~~networking technology.

~~Acquisitions~~Video distribution over the broadband IP network is transforming how content is managed and consumed. IP facilitates new forms of video such as Over-the-Top TV (“OTT”) and interactive television. As a result, service providers are compelled to continually invest in and upgrade their network and expand their video, voice, data, and mobile services. This trend has accelerated as service providers have raced to deliver residential gigabit broadband speeds to fully support new multiscreen video services and the rapid growth of Internet of Things (“IoT”) devices.

OnProviding ~~December 1,~~these ~~2017,~~advanced services weto ~~completed~~consumers is a ~~stock~~ ~~and~~highly ~~asset~~competitive ~~purchase~~business. ~~acquisition~~The ofcompetitive ~~the~~environment ~~Ruckus~~is ~~Wireless®~~driving service providers to enhance and expand ~~ICX®~~their ~~Switch~~offerings ~~business~~by ~~(collectively~~adding ~~“Ruckus”~~more orhigh-definition (“~~Ruckus Networks~~HD”) ~~for~~channels, ~~$761.0 million~~and ~~cash~~now Ultra High Definition (~~net~~“UHD”) ofTV ~~estimated~~content, ~~adjustment~~increasing ~~for~~data ~~working~~speeds ~~capital~~ and ~~non-cash~~expanding ~~settlement~~wireless ofservices ~~pre-existing~~to ~~payables~~provide ~~and~~converged ~~receivables).~~media Inexperiences ~~addition,~~that ~~approximately~~bridge ~~$61.5 million in cash was~~conventional ~~transferred~~TV ~~related~~and toInternet ~~the~~services. ~~cash~~This ~~settlement~~competition ofis ~~stock-based~~the ~~awards~~catalyst ~~held~~for byongoing ~~transferring~~video ~~employees.~~and ~~The~~broadband ~~purchase~~network ~~agreement~~upgrades ~~provides~~as ~~for~~well ~~customary~~as ~~final~~technology investment ~~working~~cycles ~~capital~~in ~~adjustments~~CPE, ~~that~~such ~~are~~as ~~expected~~set-tops, togateways ~~occur~~and ~~in 2018~~modems.

OnService ~~January 4,~~providers ~~2016,~~continue to weinvest ~~completed~~in ~~the~~new ~~acquisition~~capabilities ofto ~~Pace.~~differentiate Asand ~~part~~gain ofmarket ~~the~~share. ~~transaction,~~These ~~both~~investments ~~ARRIS~~have ~~Group~~resulted ~~and~~in ~~Pace~~enhanced ~~became~~user ~~wholly-owned~~interfaces, ~~subsidiaries~~higher ofbroadband ~~ARRIS~~speeds, ~~International~~additional ~~plc~~programming, ~~our~~integrated ~~new~~home ~~holding~~networking ~~company~~and ~~incorporated~~monitoring ~~under~~services ~~the~~with ~~laws~~higher ofreliability. ~~England~~These cycles, ~~and~~combined ~~Wales.~~with ~~While~~associated ~~our~~consumer ~~jurisdiction~~trends ofand ~~organization~~innovation ~~was~~in ~~changed,~~entertainment ~~our~~and ~~corporate~~communications ~~headquarters~~delivery, ~~remain~~continue into ~~the~~drive industry ~~United States~~growth.

~~Except~~Service ~~for~~providers ~~historical~~and enterprises ~~financial~~are ~~information,~~investing ~~which~~in ~~relates~~higher ~~only~~capacity toand ~~ARRIS~~more ~~Group,~~fully orfeatured asindoor ~~context otherwise requires, our description of the Company~~ and ~~the~~outdoor ~~industry and markets we operate in described in this Annual Report on Form 10~~Wi-KFi ~~reflects~~platforms ~~the combined operations of ARRIS, Pace~~ and ~~Ruckus~~services ~~Networks.~~to ~~Following~~solve ~~the~~a range ~~completion~~ of ~~the~~network ~~Ruckus Networks acquisition~~capacity, wecoverage ~~began~~and toreliability ~~operate~~challenges inassociated ~~three~~with ~~business~~increasing ~~segments~~wireless —traffic ~~Consumer~~demands ~~Premises~~created ~~Equipment,~~by ~~Network &~~the growth ~~Cloud and Enterprise Networks. The former Pace operations are included~~ in the ~~CPE~~number ~~and~~of ~~N&C~~users ~~segments,~~equipped ~~and~~with ~~the~~more ~~Ruckus Networks~~powerful ~~operations~~smart ~~will~~wireless bedevices ~~primarily~~using ~~included~~increasingly indata-rich ~~the~~applications ~~Enterprise segment~~and services.

~~Industry~~Operating ~~Overview~~Segments

~~Entertainment~~We ~~and~~operate ~~communications~~in ~~delivery~~three ~~are~~business segments, ~~evolving~~(1) Customer ~~rapidly~~Premises ~~because~~Equipment of(2) Network & aCloud ~~convergence of trends including the rapid growth of bandwidth consumption~~ and ~~consumer~~(3) ~~and~~Enterprise ~~enterprise migration from wired to wireless connections~~Networks. ~~These~~Corporate and other expenses ~~trends~~not ~~are~~included ~~driving~~in athe ~~set~~measure of ~~industry~~segment ~~dynamics~~contribution ~~that~~are ~~include~~reported ~~increased~~in ~~competition~~an ~~among~~“All ~~service~~Other” ~~providers,~~category. ~~industry~~See ~~consolidation~~Note ~~and~~11 ~~significant~~Segment ~~investment~~Information inof ~~creating~~Notes ~~advances~~to inthe ~~communications~~Consolidated ~~and~~Financial ~~networking~~Statements ~~technology.~~for additional information.

~~Video~~Our ~~distribution~~Strategy over the broadband IP network is transforming how content is managed and consumed. IP facilitates new forms of video such as Over-the-Top TV (“OTT”) and interactive television — the delivery of the video as it accelerates the evolution of communications services, like interactive media and broadband. As a result, service providers are compelled to continually invest in and upgrade their network and expand their video, voice, data, and mobile services. This trend has accelerated as service providers have raced to deliver residential gigabit broadband speeds to fully support new multiscreen video services and the rapid growth of Internet of Things (“IoT”) devices.

~~Providing~~We ~~these~~are ~~advanced~~at ~~services~~the tocenter ~~consumers~~of a isnew aera ~~highly~~of ~~competitive~~wired ~~business.~~and ~~The~~wireless ~~competitive~~entertainment ~~environment~~and ~~is driving~~communications ~~service~~that ~~providers~~unites our vision to ~~enhance~~provide ~~and~~technological ~~expand~~leadership ~~their~~to address ~~offerings~~the byevolving ~~adding~~needs ~~more~~of ~~high-definition~~our ~~(“HD”)~~service ~~channels,~~provider and ~~now~~enterprise ~~Ultra~~customers ~~High~~to ~~Definition~~transform ~~(“UHD”)~~the TVway ~~content,~~that ~~increasing~~hundreds ~~data~~of ~~speeds~~millions ~~and~~of ~~expanding~~people around ~~wireless~~the ~~services~~world connect to ~~provide converged~~the ~~media~~Internet ~~experiences~~and ~~that~~watch ~~bridge~~video ~~conventional~~content. TVWe ~~and~~believe ~~Internet~~ARRIS ~~services.~~has ~~This~~multiple ~~competition~~global isopportunities ~~the~~that ~~catalyst~~leverage our ~~for~~strong ~~ongoing~~market ~~video~~position ~~and~~to ~~broadband~~grow ~~network~~our ~~upgrades~~business. asOur ~~well~~long-term asbusiness ~~technology~~strategy ~~investment~~is ~~cycles~~to inredefine ~~CPE,~~connectivity ~~such~~by asdirectly addressing ~~set-tops,~~these ~~gateways~~global ~~and~~industry ~~modems.~~trends in the following ways:

4• Providing a balanced portfolio of entertainment and communications solutions that are connected, personalized and mobile

~~Table~~• ofCollaborating ~~Contents~~with the world’s leading service and content providers and maintaining deep relationships

~~Service~~• ~~providers~~Establishing ~~continue~~leading topositions ~~invest~~ in ~~new~~large ~~capabilities~~global toservice ~~differentiate~~provider and ~~gain~~enterprise market share. These investments have resulted in enhanced user interfaces, higher broadband speeds, additional programming, integrated home networking and monitoring services with higher reliability. These cycles, combined with associated consumer trends and innovation in entertainment and communications delivery continue to drive industry growth. markets

~~Service~~• ~~providers~~Exploiting ~~and enterprises~~the ~~are~~disruptive ~~investing~~force ~~in higher capacity and more fully featured indoor and outdoor Wi-Fi platforms and services to solve a range~~ of ~~network~~software ~~capacity~~virtualization, ~~coverage~~augmented ~~and reliability challenges associated~~ with ~~increasing~~ ~~wireless traffic demands created by the growth in the number~~ state-of ~~users equipped with more powerful smart wireless devices using increasingly data~~-~~rich~~the-art ~~applications~~hardware ~~and services.~~ platforms

~~Operating~~• ~~Segments~~Leveraging both organic and inorganic investments to expand our business

~~We operate in three business segments, (1) Customer Premises Equipment (2) Network & Cloud and (~~3) Enterprise Networks. Corporate and other expenses not included in the measure of segment contribution are reported in an “All Other” category. See Note 10 Segment Information of Notes to the Consolidated Financial Statements for additional information.

~~Our~~• ~~Strategy~~Enhancing the ARRIS brand while growing the well-respected Ruckus brand as the industry moves to small cell technology for delivery of mobile content.

We• ~~are~~Leading at the ~~center~~transition ~~of a new era of wired and wireless entertainment and communications that unites our vision and technological leadership with our service provider and enterprise customers’ evolving needs~~ to ~~transform~~cellular ~~the~~shared ~~way~~spectrum ~~that~~technologies ~~hundreds~~such ofas ~~millions of people around the world connect to the Internet and watch video content~~3.5GHz WeCBRS ~~believe~~LTE ~~ARRIS~~small ~~has~~cell ~~multiple~~solutions ~~global growth opportunities~~ to ~~leverage~~address ~~our strong market position to capitalize on~~ the exponential growth ~~cycle powering our business. Our long-term business strategy is to redefine connectivity by directly addressing these global industry trends~~ in ~~the~~mobile ~~following~~bandwidth ~~ways:~~ demand.

•Specific ~~Providing~~aspects ~~a balanced portfolio~~ of ~~entertainment~~our ~~and~~strategy ~~communications solutions that are connected, personalized and mobile~~include:

• ~~Collaborating~~Leveraging ~~with~~ARRIS’s scale to drive profitable worldwide growth. Our comprehensive portfolio and global scale enable ARRIS to serve the world’s leading service providers and ~~content~~capitalize ~~providers~~on ~~and~~their ~~maintaining~~continuous ~~deep~~investments ~~relationships~~in technology and service innovation.

• ~~Establishing~~Enabling ~~leading~~our ~~positions~~service provider customers to provide the necessary broadband capacity to support increased consumer demand for faster Internet connections and the transition to IP Video. Consumer demand for faster Internet speeds with more capacity continues to grow at an escalating rate, primarily driven by ever increasing consumption of video. ARRIS provides the technology to enable our customers to manage this exponential bandwidth growth cost effectively. We invest in ~~large~~DOCSIS, ~~global~~DSL and Next Generation PON (FTTH) to ensure our products are at the forefront in enabling service ~~provider~~providers ~~and~~to ~~enterprise~~deliver ~~markets~~the highest amount of bandwidth to their subscribers across any physical connection.

• ~~Exploiting~~Capitalizing on the ~~disruptive~~evolution ~~force~~towards ofnetwork ~~software~~convergence ~~virtualization~~and all IP platforms to drive business growth. Service providers face a unique challenge in preparing for the future: delivering today’s new services on legacy equipment, ~~augmented~~while ~~with~~transitioning ~~state~~to an all-IP model to anticipate the demand for tomorrow’s advanced services. ARRIS collaborates with its global customers to transform their entire delivery chain from content creation to consumption. Our optical portfolio enables service providers to improve their networks by bringing fiber closer to subscribers for drastically increased network speeds. Our broad video portfolio offers a variety of pathways for delivering tomorrow’s services through a combination of network-based video transcoding, packaging, storage and compression technologies required to deliver new IP video formats; cloud-based platforms to deliver robust and personalized user experiences; and home gateways that are the new hub for delivering IP-~~art~~based ~~hardware~~entertainment ~~platforms~~to connected devices inside and outside the home.

• ~~Optimizing~~Solving ~~organic~~a range of Enterprise network capacity, coverage and ~~inorganic~~reliability ~~investments~~challenges associated with increasing wireless traffic demands. Enterprises, venues and organizations across a range of verticals will upgrade their networks to ~~expand~~provide ~~our~~improved ~~business~~services and faster, more seamless connectivity. The combined ARRIS and recently acquired Ruckus Networks products create a diverse and reliable portfolio of technology to address the increasingly complex landscape faced by service providers, managed service partners and enterprises. We focus on specific industries and verticals that include hospitality, education, government, public venues and smart cities with wired and wireless solutions for Internet access, Internet of Things connectivity and analytics, and lower cost private cellular networks.

• ~~Enhancing~~Enabling differentiated and personalized multiscreen experiences through a holistic approach to content delivery. The growth of connected consumer devices has created an opportunity for service providers to deliver new, more personalized content experiences to consumers across multiple screens. These experiences require control over content distribution as well as seamless integration into multiple touchpoints in the ~~ARRIS~~consumer ~~brand~~experience. ~~while~~Consumers ~~growing~~utilize more wireless devices than ever before, with subscribers using private and public Wi-Fi networks to access the ~~well~~highest Internet speeds with the best content. ARRIS brings unparalleled experience to making residential and enterprise Wi-~~respected~~Fi ~~Ruckus~~faster ~~brand~~with less conflict as the ~~industry~~number ~~moves~~of devices continues to ~~small~~grow. ~~cell~~ARRIS ~~technology~~is ~~for~~transforming the entertainment experience through a holistic approach to content delivery, ofleveraging our expertise in the cloud, network, and home, to help providers anticipate demand for more personalized, relevant, and mobile ~~content~~experiences.

~~Specific~~• ~~aspects~~Investing ofin our product and service portfolios through development, partnership and acquisition. ARRIS’s growth strategy ~~include:~~is focused on investing efficiently in the right opportunities to effectively expand our business. By leveraging our global scale and innovation around the world, we regularly seek both organic investment and acquisition opportunities that position ARRIS for future growth.

• ~~Leveraging~~Expanding our international business and exploring adjacent market opportunities. ARRIS’s ~~scale~~continuously seeks and analyzes investments in opportunities that allow us to ~~drive~~capitalize ~~profitable~~on ~~worldwide~~the growth. ~~Our~~of ~~comprehensive~~video, ~~portfolio~~broadband and Enterprise services in global ~~scale~~markets. ~~enable~~Some ~~ARRIS~~examples toinclude ~~serve~~the growth of 4K digital video and high performance Wi-Fi in Canada, Latin America, Europe, the ~~world’s~~Middle ~~leading~~East ~~service~~and ~~providers~~Africa and ~~capitalize~~Asia onas ~~their~~well ~~continuous~~as ~~investments~~the demand for increased data speeds that are driving infrastructure investment. We also are pursuing opportunities that arise in ~~technology~~new and ~~service~~adjacent ~~innovation~~markets, including wireless, optical, retail, professional services and enterprise.

• Enabling our service provider customers to provide the necessary broadband capacity to support increased consumer demand for faster Internet connections and the transition to IP Video. Consumer demand for faster Internet speeds with more capacity continues to grow at an escalating rate, primarily driven by ever increasing consumption of video. ARRIS provides the technology to enable our customers to manage this exponential bandwidth growth cost effectively. We invest in DOCSIS, DSL and Next Generation PON (FTTH) to ensure our products are at the forefront in enabling service providers to deliver the highest amount of bandwidth to their subscribers across any physical connection.4

5Our Principal Products

~~Table~~Our innovations combine hardware, software, and services across the cloud, network, enterprise and home to power TV and Internet for hundreds of ~~Contents~~millions of people around the globe. A summary of our products in each of our three business segments, Customer Premises Equipment, Network & Cloud and Enterprise Networks is described below:

•Customer ~~Capitalizing~~Premises on the evolution towards network convergence and all IP platforms to drive business growth. Service providers face a unique challenge in preparing for the future: delivering today’s new services on legacy equipment, while transitioning to an all-IP model to anticipate the demand for tomorrow’s advanced services. ARRIS collaborates with its global customers to transform their entire delivery chain from content creation to consumption. Our optical portfolio enables service providers to improve their networks by bringing fiber closer to subscribers for drastically increased network speeds. Our broad video portfolio offers a variety of pathways for delivering tomorrow’s services through a combination of network-based video transcoding, packaging, storage and compression technologies required to deliver new IP video formats; cloud-based platforms to deliver robust and personalized user experiences; and home gateways that are the new hub for delivering IP-based entertainment to connected devices inside and outside the home.Equipment

•Broadband Solving a range of Enterprise network capacity, coverage and reliability challenges associated with increasing wireless traffic demands. Enterprises, venues and organizations across a range of verticals will upgrade their networks to provide improved services and faster, more seamless connectivity. The combined ARRIS and recently acquired Ruckus Networks products create a diverse and reliable portfolio of technology to address the increasingly complex landscape faced by service providers, channel sellers and enterprises. We serve verticals that include hospitality, education, government, public venues and smart cities with wired and wireless solutions for Internet access, Internet of Things, and lower cost private cell networks.CPE

•DSL ~~Enabling differentiated~~ and ~~personalized~~Cable multiscreen experiences through a holistic approach to content delivery. The growth of connected consumer devices has created an opportunity for service providers to deliver new, more personalized content experiences to consumers across multiple screens. These experiences require control over content distribution as well as seamless integration into multiple touchpoints in the consumer experience. The consumer experience leverages more wireless devices than ever before, with subscribers using private and public Wi-Fi networks to access the highest Internet speeds with the best content. ARRIS brings unparalleled experience to making residential and enterprise Wi-Fi faster with less conflict as the number of devices continues to grow. ARRIS is transforming the entertainment experience through a holistic approach to content delivery, leveraging our expertise in the cloud, network, and home, to help providers anticipate demand for more personalized, relevant, and mobile experiences.Modem

•A ~~Investing~~device inlocated ~~our~~at ~~product~~the ~~and service portfolios through development, partnership and acquisition. ARRIS~~subscriber’s home ~~growth~~that ~~strategy~~connects isto ~~focused~~the oncable ~~investing~~or ~~efficiently~~telco innetwork ~~the~~to ~~right~~receive ~~opportunities~~and totransmit ~~effectively~~digital ~~expand~~information ~~our~~between ~~business.~~subscriber-owned ByEthernet devices ~~leveraging~~(e.g., ~~our~~desktop ~~global~~PC ~~scale~~or router) and ~~innovation around~~ the ~~world,~~service weprovider’s ~~regularly~~headend ~~seek~~or ~~both~~central ~~organic~~office, ~~investment~~providing ~~and~~Internet ~~acquisition~~connectivity for ~~opportunities~~data ~~that~~and/or ~~position~~voice ~~ARRIS for future growth~~services.

•Broadband Expanding our international business and exploring adjacent market opportunities. ARRIS continuously seeks and analyzes investments in opportunities that allow us to capitalize on the growth of video, broadband and Enterprise services in global markets. Some examples include the growth of digital video and HDTV in Canada, Latin America, Europe, the Middle East and Africa and Asia as well as the demand for increased data speeds that are driving infrastructure investment. We also are pursuing opportunities that arise in new and adjacent markets, including wireless, optical, retail, professional services and enterprise.Gateway

6A device located at the subscriber’s home that connects to the cable or telco network to receive and transmit data between subscriber-owned Ethernet or wireless devices (e.g., laptop, tablet, smartphone, and IoT devices), IP video devices and the service provider’s headend or central office, providing Internet connectivity. Gateway products add wireless connectivity or other wired connectivity to connect devices together throughout a customer’s home as well as other features such as security.

~~Table~~Video ~~of Contents~~CPE

~~Our Principal Products~~ Set-Top

~~Our~~A ~~innovations~~device ~~combine~~installed ~~hardware,~~at ~~software, and services across~~ the ~~cloud,~~subscriber’s television ~~network,~~set ~~enterprise~~that ~~and~~connects ~~home~~ to ~~power TV and Internet for hundreds of millions of people around~~ the ~~globe.~~service Aprovider ~~cross-section~~network ofto ~~our products~~decode insecure ~~each~~digital ofvideo ~~our~~signals ~~three business segments, Customer Premises Equipment, Network & Cloud~~ and ~~Enterprise~~render ~~Networks~~them isas ~~described~~video ~~below:~~on the television set.

~~Customer~~Video ~~Premises Equipment~~ Gateway

•A ~~Broadband~~device ~~CPE~~that serves as the primary video connection between the service provider network and the subscriber’s home. This gateway will enable the delivery of broadcast, streamed and stored video throughout the subscriber’s home to televisions and other connected devices.

~~DSL~~Network ~~and~~& ~~Cable Modem~~ Cloud

• A device located at the subscriber’s home that connects to the cable or telco network to receive and transmit digital information between subscriber-owned Ethernet devices (e.g., desktop PC or router) and the service provider’s headend or central office, providing Internet connectivity for data and/or voice services.Networks

~~Broadband Gateway~~ CMTS/CCAP/PON

•The ACable ~~device~~Modem ~~located~~Termination System (“CMTS”) is installed at ~~the~~a ~~subscriber~~cable operator’s ~~home~~headend ~~that~~or ~~connects~~hub facility and communicates with cable modems to control the ~~cable~~flow orof ~~telco~~data, ~~network~~including tothrough ~~receive~~allocating shared bandwidth and ~~transmit~~prioritizing ~~data~~and ~~between~~routing ~~subscriber-owned~~traffic. ~~Ethernet~~The orConverged ~~wireless~~Cable ~~devices~~Access Platform (~~e.g.,~~“CCAP”) ~~laptop,~~combines ~~tablet,~~the ~~smartphone,~~functionality of a CMTS and ~~IoT~~an ~~devices),~~Edge IPQAM ~~video~~to ~~devices~~enable voice, video and ~~the~~data ~~service~~in ~~provider’s~~a ~~headend~~converged IP ornetwork. ~~central~~The ~~office,~~CCAP ~~providing~~functionality ~~Internet~~may ~~connectivity.~~be ~~Gateway~~deployed ~~products~~either ~~add~~entirely ~~wireless~~in ~~connectivity~~a centralized facility or ~~other~~as ~~wired~~a ~~connectivity~~Distributed toAccess ~~connect~~Architecture (“DAA”) ~~devices~~where ~~together~~some ~~throughout~~functions aare ~~customer’s~~located ~~home~~centrally, asand ~~well~~others asare ~~other~~deployed ~~features~~at ~~such~~the asedges ~~security~~of the network.

•A ~~Video~~Passive ~~CPE~~optical network (“PON”) is a form of fiber-optic telecommunications access technology that implements a point-to-multipoint architecture, in which passive fiber optic splitters are used to enable a single optical fiber to serve multiple end-points, without requiring individual fibers between the hub and customer. A PON consists of an optical line terminal (“OLT”) at the service provider’s central office (hub) and several optical network units (“ONUs”) or optical network terminals (“ONTs”), near end users.

~~Set-Top~~Video Systems

•Service AProvider ~~device~~and ~~installed~~Programmer Equipment atthat ~~the~~processes ~~subscriber’s~~and ~~television~~packages ~~set~~video ~~that~~content ~~connects~~for todelivery over the service provider network to ~~decode~~be ~~secure~~received ~~digital~~by ~~video~~a ~~signals~~set-top or ~~and~~gateway. ~~render~~These ~~them~~systems support functions such as ~~video~~encoding, oncompression, ~~the~~transcoding, ~~television~~storage, ~~set~~policy management, security and encryption, and signal modulation for HFC, DSL and/or fiber networks.

~~Video~~Ad ~~Gateway~~Insertion Technologies supporting linear and on demand ad placement and substitution in MPEG and IP delivery environments.

• A device that serves as the primary video connection between the service provider network and the subscriber’s home. This gateway will enable the delivery of broadcast, streamed and stored video throughout the subscriber’s home to televisions and other connected devices.5

~~Network &~~Access ~~Cloud~~ Technologies

•Outside ~~Networks~~plant equipment typically installed in the ground or aerial that supports the transmission of signals between service providers’ headend and subscribers’ premises, as well as equipment used to initiate the distribution of content-carrying signals. Includes optical transmission equipment, Fiber Nodes and RF Amplifiers products.

~~CMTS/CCAP/PON~~Software and Services

• The Cable Modem Termination System (“CMTS”) is installed at a cable operator’s headend or hub facility and communicates with cable modems to control the flow of data, including through allocating shared bandwidth and prioritizing and routing traffic. The Converged Cable Access Platform (“CCAP”) combines the functionality of a CMTS and an Edge QAM to enable voice, video and data in a converged IP network. The CCAP functionality may be deployed either entirely in a centralized facility or as a Distributed Access Architecture (“DAA”) where some functions are located centrally and others are deployed at the edges of the network.Software

•Software Aproducts ~~Passive optical network (“PON”) is a form of fiber-optic telecommunications access technology~~ that ~~implements a point-to-multipoint architecture, in which passive fiber optic splitters are used to~~ enable ~~a single optical fiber~~ providers to ~~serve~~securely ~~multiple~~deliver ~~end-points,~~content ~~without requiring individual fibers between the hub~~ and ~~customer.~~advertising Aservices ~~PON~~across ~~consists~~multiscreen ofdevices anon ~~optical line terminal (“OLT”) at the service provider’s central office (hub)~~ and aoff ~~number~~their ~~of optical network units (“ONUs”) or optical network terminals (“ONTs”), near end users~~networks. ~~A PON reduces the amount of fiber and central office equipment required compared with point-to-point architectures.~~

7Network management products that collect information from the broadband network and apply analytics to diagnose faults and improve performance.

~~Table~~Customer ofexperience ~~Contents~~management solutions enabling service providers to efficiently manage and dispatch field technicians. Network surveillance and issue correlation software and services.

~~Video~~Global ~~Systems~~Services

•Professional ~~Service~~services ~~Provider~~focused ~~and~~around major ~~Programmer~~practices ~~Equipment~~in ~~that~~hyper ~~process~~scale ~~and~~data ~~package~~centers, ~~video~~Public ~~content~~and ~~for~~MDU ~~delivery~~Wi-Fi, ~~over~~IP ~~the~~Video, service ~~provider~~experience, network totransformation, besoftware engineering ~~received~~and byhosting ato ~~set-top~~support orand ~~gateway.~~assist ~~Includes~~operators ~~encoding,~~in ~~compression,~~the ~~transcoding,~~deployment ~~storage,~~of ~~policy~~high ~~management,~~speed ~~security~~gigabit ~~and~~data ~~encryption~~services, ~~and~~greater ~~signal~~levels ~~modulation~~of mobility ~~for~~and ~~HFC,~~all ~~DSL~~IP video and~~/or~~ ~~fiber~~data ~~networks~~distribution architectures.

•Technical AdServices ~~Insertion~~providing ~~Technologies~~technical support ~~supporting~~services ~~linear~~worldwide ~~and~~for onall ~~demand~~ARRIS adproducts, ~~placement~~including ~~and~~our ~~substitution~~retail ~~in MPEG and IP delivery environments~~customers.

~~Access~~Enterprise ~~Technologies~~ Networks

•Campus ~~Equipment~~Network in the ground or on transmission poles between service providers’ headend and subscribers’ premises, as well as equipment used to initiate the distribution of content-carrying signals. Includes optical transmission equipment, Fiber Nodes, RF Amplifiers and metro Wi-Fi wireless products.Switches

•The ~~Software~~ICX Switch Family is a portfolio of scalable fixed form-factor wired Ethernet switches for next-generation enterprise and ~~Services~~campus IP networks.

~~Software~~Wi-Fi Access Points

•Wi-Fi ~~Software~~Access ~~products~~Points ~~that~~include ~~enable~~a ~~providers~~wide array toof ~~securely~~indoor, outdoor and special-purpose Wi-Fi Access Points that deliver ~~content~~wireless connections as well as accessories such as antennas. Indoor and ~~advertising~~outdoor ~~services~~wireless ~~across~~access ~~multiscreen~~points ~~devices~~include onpatented technologies and ~~off~~are ~~their~~optimized ~~networks~~for different budget, performance requirement or deployment scenarios, including high client density, Wi-Fi-unfriendly building materials or rising employee or customer bandwidth expectations.

•Smart ~~Network~~Wireless ~~management products that collect information from the broadband network~~ Services and ~~apply analytics to diagnose faults and improve performance.~~Software

•SmartCell ~~Customer~~Insight ~~experience~~is ~~management~~a ~~solutions~~big ~~enabling~~data Wi-Fi ~~service~~analytics ~~providers~~and toreporting ~~efficiently~~platform ~~manage~~that ~~and~~helps ~~dispatch~~enterprises ~~field~~and ~~technicians.~~service ~~Network~~providers ~~surveillance~~enhance, optimize and ~~issue~~scale ~~correlation~~the ~~software~~performance of their wireless networks and services.

~~Global~~ZonePlanner ~~Services~~is Ruckus-specific Wi-Fi planning and modeling software that integrates unique antenna patterns generated from our patented intelligent array integrated into every Smart Wi-Fi access point.

•Smart ~~Professional~~Positioning ~~services,~~Technology ~~focused~~is a ~~around~~cloud-based ~~major~~Smart ~~practices in~~ Wi-Fi, IPlocation-based ~~Video,~~services ~~service~~platform ~~experience,~~leveraging ~~network~~unique ~~transformation,~~user ~~software~~positioning ~~engineering~~technology ~~and~~that ~~hosting~~gives toboth ~~support~~service providers and ~~assist~~enterprises ~~operators~~the ~~plans~~ability ~~for~~to ~~new~~deliver ~~gigabit~~a ~~high~~wide-range ~~speed~~of ~~data~~value-added services, ~~greater~~that ~~levels~~can ofhelp ~~mobility~~them increase profitability and ~~all~~customer IPappeal ~~video~~while ~~and~~enhancing ~~data~~customers’ ~~distribution~~mobile ~~architectures~~experiences.

•Cloudpath ~~Technical~~Wi-Fi ~~Services~~device ~~providing~~on-boarding bridges ~~technical~~the ~~support~~gap ~~services~~between ~~worldwide~~enterprise-grade ~~for~~security ~~all~~and ~~ARRIS~~personal ~~products,~~devices ~~including~~to ~~our~~create ~~retail~~a ~~customers~~Set-It-And-Forget-It Wi-Fi device on-boarding experience that allows "bring your own device" and IT-owned devices to be on-boarded in a scalable, secure, and user-friendly manner.

~~Enterprise~~Mobile ~~Networks~~Apps for controllers, cloud Wi-Fi, location, and performance testing.

•System ~~Enterprise~~Management ~~Networks~~and Control

~~Campus~~Ruckus ~~Network~~Cloud ~~Switches~~Wi-Fi is a wireless local area network (WLAN) management-as-a-service offer powered by the Ruckus public cloud platform. Ruckus Cloud Wi-Fi enables distributed organizations with limited IT resources to set up, monitor and manage a high-performance multi-site WLAN of any size.

•Unleashed ~~The~~are ~~ICX~~controller-less ~~Switch~~Smart Wi-Fi ~~Family~~access ispoints custom-designed to help small business owners use Wi-Fi networks to grow their business, deliver an excellent customer experience and manage costs while supporting a ~~portfolio~~variety of ~~scalable~~mobile ~~fixed~~devices ~~form~~with minimal information technology ("IT") staff. Unleashed access points are similar to comparable standard Ruckus ZoneFlex access points but have built-~~factor~~in ~~wired~~controller ~~Ethernet~~capabilities similar ~~switches~~to ~~for~~Ruckus’ ~~next~~ZoneDirector controller software, including user access controls, guest networking functions, advanced Wi-~~generation~~Fi ~~enterprise~~security and ~~campus~~traffic ~~IP networks~~management.

~~Wi-Fi Access Points~~ 6

•SmartZone ~~Wi-Fi~~is ~~Access Points include~~ a ~~wide~~unique ~~array~~line of ~~indoor,~~carrier-grade wireless ~~outdoor~~access and ~~special-purpose~~management ~~Wi-Fi~~products ~~Access Points~~ that ~~deliver~~include ~~wireless~~specialized ~~connections~~hardware asproducts ~~well~~such as ~~accessories~~SmartZone ~~such~~(“SZ”) controllers, as ~~antennas.~~well ~~Indoor~~as ~~and~~software ~~outdoor~~solutions ~~wireless~~such ~~access~~as ~~points~~vSZ ~~include patented technologies~~ and ~~are~~virtual ~~optimized~~SmartZone ~~for~~Data ~~different budget, performance requirement or deployment scenarios, including high client density, Wi-Fi-unfriendly building materials or rising employee or customer bandwidth expectations~~Plane.

ZoneDirector is our family of Smart Wi-Fi ~~Wireless~~controllers ~~Services~~that streamline the configuration and ~~Software~~management of Ruckus Smart Wi-Fi access points. ZoneDirectors can be deployed onsite or remotely and include different models to serve small, medium and large-scale end customers requiring from six to 1,000 access points.

•Sales ~~SmartCell Insight is a big data Wi-Fi analytics~~ and ~~reporting~~Marketing ~~platform that helps enterprises and service providers enhance, optimize and scale the performance of their wireless networks and services.~~

•Our ~~ZonePlanner~~sales, issales ~~Ruckus-specific~~engineering and ~~Wi-Fi~~technical ~~planning~~services ~~and~~teams ~~modeling~~serve ~~software~~our ~~that~~global ~~integrates~~customers ~~unique~~through ~~antenna~~offices ~~patterns~~in ~~generated~~the ~~from~~U.S. and in many of our ~~patented~~global ~~intelligent~~markets. ~~array~~We ~~integrated~~also work with value added resellers (“VARs”), sales representatives, distributors and channel partners that extend our sales presence into ~~every~~enterprise ~~Smart~~and ~~Wi-Fi~~operator ~~access~~markets ~~point~~where we do not have established sales offices. We also maintain an inside sales group that is responsible for regular communication with the customer to ensure prompt order entry, accurate delivery, and effective sales administration.

8Our sales engineering team assists customers in system design and specification. Our technical services team provides professional services to help network operators and enterprises design and keep their networks operating at peak performance. We provide 24x7 technical support, directly and through channel partners, as well as training, both at our facilities and at our customers’ sites.

~~Table~~We achieve superior customer service through advanced customer relationship management programs combined with information systems that allow us to provide personalized and timely customer support on a range of ~~Contents~~subjects and to continually refine operations management.

•Our ~~Smart~~marketing ~~Positioning~~organization promotes ~~Technology~~both isthe aARRIS ~~cloud-based~~and ~~Smart~~Ruckus ~~Wi-Fi~~brands ~~location-based~~and ~~services~~our ~~platform~~solutions ~~leveraging~~to ~~unique~~key ~~user~~stakeholders ~~positioning~~including ~~technology~~customers, ~~that~~consumers, ~~gives~~partners, ~~both~~prospects and ~~service~~employees ~~providers~~throughout ~~and~~the ~~enterprises~~world. ~~the~~It ~~ability~~is tocomplemented ~~deliver~~by a ~~wide-range~~product ofmanagement ~~value-added~~team, ~~services~~which ~~that~~works ~~can~~with ~~help~~our ~~them~~engineering ~~increase~~teams to develop and market new products and product enhancements. These teams are responsible for overall business profitability, commercial teams, inventory management, delivery requirements, and ~~customer~~market ~~appeal~~demand ~~while~~analysis, ~~enhancing~~as ~~customers’~~well ~~mobile~~as ~~experiences~~product positioning, communications and advertising.

•Customers Cloudpath Wi-Fi device on-boarding bridges the gap between enterprise-grade security and personal devices to create a Set-It-And-Forget-It Wi-Fi device on-boarding experience that allows “bring your own device” and IT-owned devices to be on-boarded in a scalable, secure, and user-friendly manner.

•While ~~Mobile~~ARRIS ~~Apps~~is ~~for~~executing on ~~controllers~~a strategy to diversify its customer base, ~~cloud~~such Wias the recent the acquisition of Ruckus, most of our sales today are to cable, telco and satellite multi-Fichannel video and broadband service providers. As the global telecommunications industry continues trending toward consolidation, ~~location~~our sales to the largest service providers remain crucial to our success. Our sales are substantially dependent upon a system operator’s selection of ARRIS’s network equipment, demand for increased broadband services by subscribers, and ~~performance~~general ~~testing~~capital expenditure levels by system operators.

~~System~~With ~~Management~~the acquisition of Ruckus, we anticipate there will be a trend to a greater proportion of our sales being to end customers in hospitality, venues, education, government and ~~Control~~smart cities through our channel partners.

•Our ~~Ruckus~~two ~~Cloud~~largest ~~Wi-Fi~~customers (including istheir aaffiliates, ~~wireless~~as ~~local~~applicable) ~~area~~are ~~network~~Charter ~~(WLAN)~~and ~~management-as-a-service~~Comcast. ~~offer~~No ~~powered~~other bycustomer ~~the~~accounted ~~Ruckus~~for ~~public~~10% ~~cloud~~or ~~platform~~more of our sales in 2018. ~~Ruckus~~From ~~Cloud~~time ~~Wi-Fi~~to ~~enables~~time, ~~distributed~~the ~~organizations~~affiliates ~~with~~included ~~limited~~in ITour ~~resources~~revenues tofrom ~~set~~these ~~up,~~customers ~~monitor~~have changed because of mergers and ~~manage~~acquisitions. Therefore, the revenue for our customers for prior periods has been adjusted to include, on a ~~high-performance~~comparable ~~multi-site~~basis ~~WLAN~~for ofall ~~any~~periods presented, ~~size~~the affiliates currently understood to be under common control. Our sales to these customers for the last three years were (in thousands, except percentages):

• Unleashed are controller-less Smart Wi-Fi access points custom-designed to help small business owners use Wi-Fi networks to grow their business, deliver an excellent customer experience and manage costs while supporting a variety of mobile devices with minimal information technology (“IT”) staff. Unleashed access points are similar to comparable standard Ruckus ZoneFlex access points but have built-in controller capabilities similar to Ruckus’ ZoneDirector controller software, including user access controls, guest networking functions, advanced Wi-Fi security and traffic management.

	Years ended December 31,
	2018			2017			2016
Charter and affiliates	$	928,403		$	985,237			$ 1,064,408	⁽¹⁾
% of sales		13.8	%		14.9	%		15.6	%
Comcast and affiliates	$	1,114,238		$	1,479,415			$ 1,637,519	⁽¹⁾
% of sales		16.5	%		22.4	%		24.0	%

•(1) ~~SmartZone~~Revenues iswere areduced ~~unique~~by ~~line~~$30.2 million in 2016, because of ~~carrier-grade~~warrants ~~wireless~~held ~~access~~by Charter and ~~management~~Comcast ~~products~~ that ~~include~~are ~~specialized~~intended ~~hardware~~to ~~products~~incent ~~such~~additional aspurchases ~~SmartZone~~from them. (~~“SZ”)~~see ~~controllers,~~Note as18 ~~well~~Warrants asof ~~software~~Notes ~~solutions~~to ~~such~~the asConsolidated ~~vSZ~~Financial ~~and~~Statements ~~virtual~~for ~~SmartZone~~additional ~~Data Plane~~information).

•ARRIS ~~ZoneDirector~~utilizes isstandard terms ~~our~~of ~~family~~sale ofthat ~~Smart~~apply ~~Wi-Fi~~to ~~controllers~~all ~~that~~customer ~~streamline~~purchases, except those larger customers with whom we have executed general purchase agreements (“GPAs”). These GPAs do not generally obligate the ~~configuration~~customer ~~and~~to ~~management~~a specific volume of ~~Ruckus~~business. ~~Smart~~The ~~Wi-Fi~~vast ~~access~~majority ~~points.~~of our ~~ZoneDirectors~~sales, ~~can~~whether beto ~~deployed~~customers ~~onsite~~with GPAs or ~~remotely~~otherwise, ~~and~~result ~~include~~from ~~different~~periodic ~~models~~purchase toorders. ~~serve~~We ~~small~~have multiple agreements with our largest customers, ~~medium~~including Charter and ~~large-scale~~Comcast, ~~end~~based ~~customers~~upon ~~requiring~~their ~~from~~needs ~~six~~or tobecause ~~1,000~~of ~~access~~prior ~~points~~acquisitions. We maintain these agreements in the normal course of our business.

~~Sales and Marketing~~ 7

~~Our~~International ~~sales,~~Operations sales engineering and technical services teams serve our global customers through offices in the U.S. and in many of our global markets. We also work with value added resellers (“VARs”), sales representatives, distributors and channel partners that extend our sales presence into enterprise and operator markets where we do not have established sales offices. We also maintain an inside sales group that is responsible for regular communication with the customer to ensure prompt order entry, accurate delivery, and effective sales administration.

Our ~~sales~~international ~~engineering~~revenue is ~~team~~generated ~~assists~~primarily ~~customers~~from inAsia-Pacific, ~~system~~EMEA ~~design~~ and ~~specification~~the Americas. ~~Our~~The ~~technical~~Asia-Pacific ~~services~~market ~~team~~includes ~~provides~~Australia, ~~professional~~China, ~~services~~Hong toKong, India, ~~help~~Japan, ~~network~~Korea, ~~operators~~Malaysia, ~~and~~New ~~enterprises~~Zealand, ~~design~~Singapore, and ~~keep~~Taiwan. ~~their~~The EMEA market includes Austria, Belgium, Denmark, France, ~~networks~~Germany, ~~operating~~Hungary, atIreland, ~~peak~~Israel, ~~performance.~~Italy, WeNetherlands, ~~provide~~Norway, ~~24x7~~Poland, ~~technical~~Portugal, ~~support~~Romania, ~~directly~~Russia, Spain, South Africa, Sweden, Switzerland, Turkey, United Kingdom and ~~through~~United ~~channel~~Arab ~~partners~~Emirates. The Americas market includes Argentina, asBahamas, ~~well~~Brazil, asCanada, Chile, ~~training~~Colombia, ~~both~~Costa atRica, ~~our~~Ecuador, ~~facilities~~Honduras, Jamaica, Mexico, Panama, Peru and atPuerto ~~our~~Rico. Revenues from international customers’ were ~~sites~~approximately 41.1%, 34.2%, and 28.1% of total revenues for 2018, 2017 and 2016, respectively.

We ~~achieve~~continue ~~superior~~to ~~customer~~strategically ~~service~~invest ~~through~~in ~~advanced~~worldwide marketing ~~customer~~and ~~relationship~~sales ~~management~~efforts. ~~programs~~We ~~combined~~currently ~~with~~maintain ~~information~~international ~~systems~~sales ~~that~~offices in Argentina, Australia, Brazil, Canada, Chile, ~~allow~~China, usColombia, toFrance, ~~provide~~Hong ~~personalized~~Kong, ~~and~~India, ~~timely~~Ireland, ~~customer~~Israel, ~~support~~Japan, onKorea, aMalaysia, ~~range~~Mexico, ofNetherlands, ~~subjects~~Poland, Portugal, Russia, Singapore, Spain, South Africa, Taiwan, United Kingdom and toUnited ~~continually~~Arab ~~refine~~Emirates ~~operations~~as ~~management.~~well as work-from-home sales representatives in other counties.

~~Our~~For ~~marketing~~more ~~organization~~information ~~promotes~~on ~~both~~risk ~~the~~attendant ~~ARRIS and Ruckus brands and our solutions~~ to ~~key stakeholders including customers, consumers, partners, prospects and employees throughout the world. It is complemented by a product management team, which works with~~ our ~~engineering teams to develop and market new products and product enhancements. These teams are responsible for overall business profitability, commercial teams, inventory management,~~ ~~delivery~~foreign ~~requirements~~operations, ~~and~~see ~~market~~Item ~~demand analysis~~1A, as“Risk ~~well as product positioning, communications and advertising~~Factors. ”

9Research and Development

~~Table~~We operate in an industry that is subject to rapid changes in technology, and our success is largely contingent upon anticipating such changes. Accordingly, we invest significantly in research and development. This commitment to innovation resulted in the development of ~~Contents~~many next-generation solutions such as CCAP, Fiber Deep, DOCSIS3.1, HD-DVR, WholeHome DVR/media server, in-home and metro Wi-Fi, IoT, CBRS and 4K/UHD. We continue to innovate in anticipation of both our customers’ needs and developing industry trends, including:

~~Customers~~• Solving the complexity of delivering content to the growing number of connected devices through scalable networking and connectivity solutions that enable efficient OTT and other advanced entertainment services streaming.

~~While~~• ~~ARRIS~~Anticipating isdemand ~~executing~~for onmore apersonalized ~~strategy~~and tomobile ~~diversify~~experiences ~~its~~with ~~customer base, such as through the acquisition of Ruckus, the majority of our sales today are~~ end-to ~~facilities~~-~~based~~end ~~cable,~~multiscreen ~~telco~~solutions ~~and satellite multi-channel video service providers. As the global telecommunications industry continues trending toward consolidation, our sales~~ to ~~the~~monetize ~~largest service providers remain crucial to our success. Our sales are substantially dependent upon a system operator~~tomorrow’s ~~selection~~content ~~of ARRIS’s network equipment, demand for increased broadband services by subscribers, and general capital expenditure levels by system operators~~experiences.

~~With~~• Realizing the ~~acquisition~~potential of ~~Ruckus,~~today’s weentertainment ~~anticipate~~and ~~there~~communication ~~will~~technologies, bemonetizing afuture ~~trend~~services tolike aUHD, ~~greater~~IoT, ~~proportion~~Gigabit ofWi-Fi ~~our~~and ~~sales~~CBRS, ~~being~~and transitioning to ~~end~~all-IP ~~customers~~networks inthrough ~~hospitality,~~powerful ~~venues~~transcoding, ~~education~~bandwidth optimization, ~~government~~ and ~~smart~~video ~~cities~~compression ~~through our channel partners~~technologies.

~~Our~~• ~~two~~Employing ~~largest customers (including their affiliates, as applicable) are Charter and Comcast. No other customer accounted for 10% or more~~ state-of ~~our sales in 2017. From time to time,~~ -the-art ~~affiliates~~computing ~~included in our revenues from these customers have changed because of mergers~~ and ~~acquisitions.~~packet ~~Therefore,~~processing ~~the~~technologies ~~revenue for our customers for prior periods has been adjusted~~ to ~~include,~~solve onthe alast-mile ~~comparable basis for all periods presented~~bottleneck, ~~the~~providing ~~affiliates~~ever ~~currently~~higher ~~understood~~residential toand beenterprise ~~under~~speeds ~~common~~and ~~control~~bandwidth. ~~Our sales to these customers for the last three years were (in thousands, except percentages):~~

	Years ended December 31,
	2017			2016			2015
Charter and affiliates	$	985,237		$	1,064,408	(1)	$	960,497
% of sales		14.9	%		15.6	%		20.0	%
Comcast and affiliates	$	1,479,415		$	1,637,519	(1)	$	1,007,376
% of sales		22.4	%		24.0	%		21.0	%

•

Enabling complex functions to be performed in the “cloud” to simplify and streamline the in-home network and service providers’ network operations.

~~(1)~~We ~~Revenues~~have ~~were~~significant ~~reduced~~engineering resources byand ~~$30~~employees in the U.2S. ~~million~~dedicated to research and development through laboratories in ~~2016~~Beaverton, ~~because~~Oregon; ofHorsham, ~~warrants~~Pennsylvania; Lisle, ~~held~~Illinois; byLowell, ~~Charter~~Massachusetts; Santa Clara, California; San Diego, California; San Jose, California; Sunnyvale, California; Suwanee, Georgia; and ~~Comcast~~Wallingford, ~~that~~Connecticut, ~~are~~as ~~intended~~well toas ~~incent~~internationally ~~additional~~in ~~purchases~~Bangalore, ~~from~~India; ~~them.~~Cork, ~~(see~~Ireland; ~~Note~~Linkoping, 17Sweden; Mississauga, ~~Warrants~~Canada; ofNetanya, ~~Notes~~Israel; toParis, ~~the~~France; ~~Consolidated~~Saltaire, ~~Financial~~U.K.; ~~Statements~~Shenzhen, ~~for~~China; ~~additional~~Singapore, ~~information)~~Singapore and Taipei, Taiwan.

~~ARRIS utilizes~~Research ~~standard~~and ~~terms~~development expenses ofin ~~sale~~2018, ~~that~~2017 ~~apply~~and to2016 ~~all~~were ~~customer~~approximately ~~purchases~~$644.0 million, ~~except~~$539.1 million ~~those~~and ~~larger~~$584.9 million, ~~customers with whom we have executed general purchase agreements (“GPAs”)~~respectively. Research ~~These~~and ~~GPAs~~development doexpenses ~~not~~as ~~generally obligate the customer to~~ a ~~specific~~percent ~~volume~~ of ~~business.~~ ~~The~~sales ~~vast~~in ~~majority of our sales~~2018, ~~whether~~2017 toand ~~customers~~2016 ~~with~~were ~~GPAs~~approximately ~~or otherwise~~9.5%, ~~result from periodic purchase orders~~8.1% ~~We have multiple agreements with our largest customers, including Charter~~ and ~~Comcast~~8.6%, ~~based~~respectively. These ~~upon~~costs ~~their~~include ~~needs~~an orallocation ~~because~~ of ~~prior~~ ~~acquisitions.~~common Wecosts ~~maintain~~associated ~~these~~with ~~agreements~~information intechnology ~~the~~and ~~normal course of our business~~facilities.

~~International~~Intellectual ~~Operations~~Property

~~Our~~We ~~international~~have ~~revenue~~an isactive ~~generated~~patenting program ~~primarily~~for ~~from~~protecting ~~Asia-Pacific,~~our ~~EMEA and the Americas~~innovations. ~~The~~During ~~Asia-Pacific market includes Australia~~2018, ~~China,~~ ~~Hong~~we ~~Kong,~~continued ~~India,~~to ~~Japan,~~enhance ~~Korea,~~our ~~Malaysia,~~patent ~~New Zealand, Singapore, and Taiwan~~portfolio. ~~The~~We ~~EMEA~~were ~~market~~awarded ~~includes~~343 ~~Austria,~~patents and ~~Belgium,~~filed ~~Denmark,~~380 ~~France,~~patent ~~Germany,~~applications. ~~Hungary,~~As ~~Ireland,~~of ~~Israel~~January 31, ~~Italy~~2019, ~~Netherlands,~~our ~~Norway,~~intellectual ~~Poland,~~property ~~Portugal,~~portfolio ~~Romania,~~consisted ~~Russia,~~of ~~Spain,~~approximately ~~South Africa~~5,009 ~~Sweden,~~issued ~~Switzerland,~~patents ~~Turkey,~~(both ~~United~~U.S. ~~Kingdom~~ and ~~United Arab Emirates. The Americas market includes Argentina~~foreign), ~~Bahamas,~~including ~~Brazil,~~patents ~~Canada,~~acquired ~~Chile,~~in ~~Colombia,~~connection ~~Costa~~with ~~Rica,~~the ~~Ecuador,~~Ruckus ~~Honduras,~~Networks ~~Jamaica~~acquisition, ~~Mexico,~~and we ~~Panama,~~continue ~~Peru~~to ~~and~~pursue ~~Puerto~~patent ~~Rico. Revenues~~protection ~~from~~on ~~international~~new ~~customers~~inventions ~~were~~(currently approximately ~~34.2%~~1,280 28U.~~1%,~~S. and ~~28.8%~~foreign ofpatent ~~total~~applications ~~revenues for 2017, 2016 and 2015, respectively~~pending).

WeIn ~~continue~~our effort to ~~strategically~~pursue new ~~invest~~patents, inwe ~~worldwide~~have ~~marketing~~created ~~and~~a ~~sales~~process ~~efforts.~~whereby Weemployees ~~currently~~may ~~maintain~~submit ~~international~~ideas ~~sales~~of ~~offices~~inventions infor ~~Argentina,~~review ~~Australia,~~by ~~Belgium,~~patent ~~Brazil,~~committees. ~~Canada,~~The ~~Chile, China, Colombia,~~review ~~France,~~process ~~Hong~~evaluates ~~Kong,~~each ~~India,~~submission ~~Ireland,~~based ~~Israel,~~on ~~Japan,~~criteria ~~Korea,~~that ~~Malaysia,~~includes: ~~Mexico~~novelty, ~~Netherlands,~~potential ~~Poland,~~commercial ~~Portugal,~~value ~~Russia,~~of ~~Singapore,~~the ~~Spain~~invention, ~~South~~and ~~Africa,~~detectability of ~~Taiwan,~~infringement. ~~United~~Patent ~~Kingdom~~applications ~~and~~are ~~United~~filed ~~Arab~~on ~~Emirates~~these asinventions ~~well~~that asmeet ~~work-from-home~~the ~~sales representatives in other counties~~criteria.

~~For~~Although ~~more~~patents ~~information~~generally have ona ~~risk~~20-year ~~attendant~~legal life, the relevant technologies to ~~our~~which ~~foreign~~the ~~operations,~~patents ~~see~~apply ~~Item~~often ~~1A,~~have ~~“Risk~~much ~~Factors~~shorter lives.” As such, the economic useful life of the patents is often the same as that of the associated developed technology.

10Our patents and patent applications generally are in the areas of telecommunications hardware, software and related technologies. For technology that is not owned by us, we have a program for obtaining appropriate licenses to ensure that we have the necessary license coverage for our products. In addition, we have formed strategic relationships with leading technology companies to provide us with early access to technology that we believe will help keep us at the forefront of our industry.

~~Table of Contents~~8

~~Research~~We also have a program for protecting and ~~Development~~developing trademarks. As of January 31, 2019, ARRIS had 769 registered or pending trademark registrations, including trademarks acquired with Ruckus Networks. Our trademark program includes procedures for the use of current trademarks and for the development of new trademarks. This program is designed to ensure that our employees properly use our registered trademarks and any new trademarks that are expected to develop strong brand loyalty and name recognition. The design of our trademark program is intended to protect our trademarks from dilution or cancellation.

WeFrom ~~operate~~time ~~in an industry that is subject~~ to ~~rapid~~time ~~changes~~there are insignificant ~~technology,~~disputes ~~and~~with ~~our~~respect ~~success is largely contingent upon anticipating such changes. Accordingly, we invest significantly in research and development. This commitment~~ to ~~innovation resulted in~~ the ~~development~~ownership of ~~many~~the ~~next-generation~~technology ~~solutions~~used ~~such~~in asour ~~CCAP,~~industry ~~Fiber~~and ~~Deep,~~accusations ~~DOCSIS3.1,~~of ~~HD-DVR,~~patent ~~WholeHome DVR/media server,~~infringements. ~~in-home~~See ~~and~~Part ~~metro Wi-Fi~~I, ~~IoT~~Item 3, ~~CBRS~~“Legal ~~and 4K/UHD~~Proceedings. ~~We continue to innovate in anticipation of both our customers’ needs and developing industry trends, including:~~ ”

•Product ~~Solving~~Sourcing ~~the complexity of delivering content to the growing number of connected devices through scalable networking~~ and ~~connectivity~~Distribution ~~solutions that enable efficient OTT and other advanced entertainment services streaming.~~

•We ~~Anticipating~~maintain ~~demand~~a ~~for~~balance of ~~more~~both ~~personalized~~internal manufacturing capabilities and ~~mobile~~external ~~experiences~~partners ~~with~~that ~~end-to-end~~provide ~~multiscreen~~our ~~solutions~~customers toa ~~monetize~~competitive ~~tomorrow’s~~combination ~~content~~of ~~experiences~~quality, cost and flexibility. We currently operate manufacturing facilities in Tijuana, Mexico and Manaus, Brazil. We also use contract manufacturers located in Brazil, China, Malaysia, Mexico, South Africa, Thailand and the United States.

•We ~~Realizing~~provide ~~the~~our ~~potential~~contract manufacturers ofwith ~~today’s~~rolling, ~~entertainment~~non-binding forecasts, and ~~communication~~we ~~technologies,~~typically ~~monetizing~~have ~~future~~a ~~services~~minimum ~~like~~of ~~UHD,~~60 ~~IoT,~~days ~~Gigabit~~advanced ~~Wi-Fi~~orders ~~and~~placed ~~CBRS,~~with ~~and~~them for ~~transitioning~~production. toPurchase ~~all-IP~~orders ~~networks~~for ~~through~~delivery ~~powerful~~within ~~transcoding,~~60 ~~bandwidth~~days ~~optimization,~~generally ~~and~~are ~~video~~not ~~compression~~cancelable. ~~technologies~~Purchase orders with delivery dates 60+ days in the future generally may be cancelled with penalties in accordance with each vendor’s terms. Each contract manufacturer provides a minimum 15-month warranty.

•In ~~Employing~~December ~~state-~~2018, we sold our manufacturing facility in Hsin Tien, Taiwan to one of~~-the-art~~ ~~computing~~our contract manufacturers and ~~packet~~moved ~~processing~~the ~~technologies~~production to ~~solve~~one ~~the~~of ~~last~~their other locations. The Taiwan facility manufactured a significant portion of our CPE video set-~~mile~~tops ~~bottleneck~~and gateways. We manufacture a limited amount of CPE video set-tops in Manaus, ~~providing~~Brazil ~~ever~~to ~~higher~~serve ~~residential~~the local market. The factory is 59,202 square feet, and, ~~enterprise~~as ~~speeds~~of December 31, 2018, the facility employed approximately 130 people. Current outsourcing arrangements include the manufacture of set-tops, modems, DTAs and ~~bandwidth~~IP set-tops.

•We ~~Enabling~~manufacture ~~complex~~a ~~functions~~portion of toour beNetwork & ~~performed~~Cloud products in ~~the~~our ~~“cloud”~~manufacturing tofacility ~~simplify~~in Tijuana, Mexico. The factory is 128,124 square feet, and, ~~streamline~~as of December 31, 2018, the ~~in-home~~facility ~~network~~employed ~~and~~approximately ~~service~~1,000 ~~providers’~~people. ~~network~~We ~~operations~~also leverage contract manufacturing partners for other products including CMTS, amplifiers, certain power supplies, accessories, optical modules, digital return modules, circuit boards, repair services, and video infrastructure equipment.

We ~~have~~outsource ~~significant~~the ~~engineering resources and~~production ~~employees~~of inEnterprise ~~the~~products ~~U.S. dedicated~~ to ~~research~~contract and development through laboratories in Beaverton, Oregon; Horsham, Pennsylvania; Lisle, Illinois; Lowell, Massachusetts; Santa Clara, California; San Diego, California; San Jose, California; Sunnyvale, California; Suwanee, Georgia; and Wallingford, Connecticut, as well as internationally in Bangalore, India; Cork, Ireland; Linkoping, Sweden; Mississauga, Canada; Netanya, Israel; Paris, France; Saltaire, Umanufacturers.~~K.; Shenzhen, China; Singapore, Singapore and Taipei, Taiwan.~~

~~Research~~In ~~and~~order ~~development~~to ~~expenses~~address ~~in 2017, 2016 and 2015 were approximately $539.1 million,~~the ~~$584.9 million~~recently ~~and~~enacted ~~$534~~U.~~2 million, respectively~~S./China ~~Research~~import ~~and~~tariffs ~~development~~on ~~expenses~~Broadband asCPE aequipment, ~~percent~~we ofare ~~sales~~ in ~~2017,~~the ~~2016~~process ~~and~~of ~~2015~~shifting ~~were~~production ~~approximately~~to 8non-China locations.~~1%,~~ ~~8.6%~~The ~~and~~re-location ~~11.1%,~~of ~~respectively.~~manufacturing ~~These~~is ~~costs~~expected ~~include~~to anbe ~~allocation~~completed ofin ~~common~~the ~~costs associated~~first ~~with~~half ~~information~~of ~~technology and facilities~~2019.

~~Intellectual~~We ~~Property~~distribute a substantial number of products that are not produced by us to provide our customers with a comprehensive portfolio offering. Domestically, we distribute hardware and installation products through regional warehouses in California, North Carolina, and Washington. Internationally, we distribute through regional warehouses in Australia, Canada, Japan, Hong Kong and Netherlands, and through drop shipments from our contract manufacturers located throughout the world.

We ~~have~~obtain ankey ~~active~~components from ~~patenting~~numerous ~~program~~third-party ~~for protecting our innovations~~suppliers. ~~During~~Our ~~2017,~~supply weagreements ~~continued~~include totechnology ~~enhance~~licensing ~~our patent portfolio. We were awarded 274 patents~~ and ~~filed~~component ~~397~~purchase ~~patent applications~~contracts. As Several of ~~January 31, 2018,~~ our ~~intellectual~~competitors ~~property~~have ~~portfolio~~similar ~~consisted~~supply ofagreements ~~approximately~~for ~~3,691~~these ~~issued patents (both U~~components.S. ~~and~~In ~~foreign)~~addition, ~~including~~we ~~patents~~license ~~acquired~~software infor ~~connection~~operating ~~with the Ruckus~~network ~~Networks acquisition,~~ and wesecurity ~~continue~~systems toor ~~pursue~~sub-systems ~~patent~~and ~~protection~~a onvariety ~~new~~of ~~inventions~~routing ~~(currently~~protocols ~~approximately~~from ~~1,439~~different Usuppliers.~~S. and foreign patent applications pending).~~

InWe primarily sell our Enterprise ~~effort~~Networks toproducts ~~pursue~~indirectly ~~new~~through ~~patents~~a large network of value-added resellers and distributors, which we ~~have~~collectively refer ~~created~~to aas ~~process~~channel ~~whereby~~partners. ~~employees~~Our ~~may~~channel ~~submit~~partners ~~ideas~~provide oflead ~~inventions~~generation, ~~for~~pre-sales ~~review~~support, byproduct ~~patent~~fulfillment ~~committees~~and, in certain circumstances, post-sales customer service and support. ~~The~~In ~~review~~some ~~process~~instances, ~~evaluates~~service ~~each~~providers ~~submission~~may ~~based~~also onact as a channel partner ~~criteria~~for ~~that~~sales ~~includes:~~of ~~novelty,~~our ~~potential~~solutions ~~commercial~~to ~~value~~enterprises. ofIn ~~the~~certain ~~invention~~circumstances, ~~and~~we ~~detectability~~do ofsell ~~infringement.~~Enterprise ~~Patent~~Networks ~~applications~~products ~~are~~directly ~~filed~~to onend- ~~these~~customers, but ~~inventions~~it ~~that~~is ~~meet~~a relatively small part of the ~~criteria.~~overall business.

~~Although~~Backlog patents generally have a 20-year legal life, the relevant technologies to which the patents apply often have much shorter lives. As such, the economic useful life of the patents is often the same as that of the associated developed technology.

Our ~~patents~~backlog consists of unfilled customer orders (believed to be firm and ~~patent~~long-term ~~applications~~contracts) ~~generally~~that ~~are~~have innot ~~the~~been ~~areas~~completed. ofWith ~~telecommunications~~respect ~~hardware~~to long-term contracts, ~~software~~we ~~and~~include ~~related~~in ~~technologies.~~our ~~For~~backlog ~~technology~~only ~~that~~amounts isrepresenting ~~not~~orders ~~owned~~currently byreleased usfor production or, in specific instances, the amount we ~~have~~expect ato ~~program~~be released in the succeeding 12 months. The amount contained in backlog for ~~obtaining~~any contract or order ~~appropriate~~may not be the total amount of the contract or order. The amount of our backlog at any given time does not reflect expected revenues for any fiscal period.

11Our backlog at December 31, 2018 was approximately $966.2 million, at December 31, 2017 was approximately $1,121.4 million, and at December 31, 2016 was approximately $1,106.3 million. We believe that all the backlog existing at December 31, 2018 will be shipped in 2019.

~~Table of Contents~~9

~~licenses~~Anticipated toorders ~~ensure~~from customers ~~that~~may wefail ~~have~~to ~~the~~materialize ~~necessary~~and ~~license~~delivery ~~coverage~~schedules ~~for~~may ~~our~~be ~~products.~~deferred Inor ~~addition,~~cancelled wefor ~~have~~any ~~formed~~number ~~strategic~~of ~~relationships~~reasons, ~~with~~including ~~leading~~reductions in ~~technology~~capital ~~companies~~spending toby ~~provide~~network usoperators, ~~with~~shipping ~~early access~~disruptions, tocustomer ~~technology~~financial ~~that~~difficulties, weannual ~~believe~~capital ~~will~~spending ~~help~~budget cycles, ~~keep~~and usconstruction ~~at the forefront of our industry~~delays.

WeCompetition also have a program for protecting and developing trademarks. As of January 31, 2018, ARRIS had 793 registered or pending trademark registrations, including trademarks acquired with Ruckus Networks. Our trademark program includes procedures for the use of current trademarks and for the development of new trademarks. This program is designed to ensure that our employees properly use our registered trademarks and any new trademarks that are expected to develop strong brand loyalty and name recognition. The design of our trademark program is intended to protect our trademarks from dilution or cancellation.

~~From~~The ~~time~~markets toin ~~time~~which ~~there~~we participate are ~~significant disputes~~dynamic ~~with~~and ~~respect~~highly competitive, requiring companies to ~~the~~react ~~ownership~~quickly ofto capitalize on opportunity. We retain skilled and experienced personnel and deploy substantial resources to meet the ~~technology~~changing ~~used~~demands inof ~~our~~the industry and ~~accusations~~to ofcapitalize ~~patent~~on ~~infringements~~change. We ~~See~~compete ~~Part~~with Iinternational, ~~Item 3~~national and regional manufacturers, ~~“Legal~~distributors ~~Proceedings~~and wholesalers, including companies that are larger than we are.” Our major competitors include:

~~Product~~• ~~Sourcing~~ADB ~~and Distribution~~ Global;

We• maintain a balance of internal and external manufacturing providers to continue offering our customers a competitive combination of quality, cost and flexibility in meeting their needs. We operate manufacturing facilities in Hsin Tien, TaiwanAerohive; ~~Tijuana, Mexico; and Manaus, Brazil. We also use contract manufacturers located in Brazil, China, Malaysia, Mexico, South Africa, Thailand and the United States.~~

~~We provide~~• our contract manufacturers with rolling, non-binding forecasts, and we typically have a minimum of 60 days placed with them for products. Purchase orders for delivery within 60 days generally are not cancelable. Purchase orders with delivery past 60 days generally may be cancelled with penalties in accordance with each vendor’s terms. Each contract manufacturer provides a minimum 15-month warranty. Asus;

We• currently manufacture a significant portion of our CPE business video set-tops and gateways in our manufacturing facility in Hsin Tien, Taiwan. The factory is 209,600 square feet, and, as of December 31, 2017, the facility employed approximately 980 people. On February 8, 2018, we announced our plans to sell this facility to one of our long-time contract manufacturers and move the production to one of the contract manufacturer’s other locations. We manufacture a limited amount of CPE business video set-tops in Manaus, Brazil to serve the local market. The factory is 59,202 square feet, and, as of December 31, 2017, the facility employed approximately 160 people. Current outsourcing arrangements include the manufacture of set-tops, modems, DTAs and IP set-tops. ATX;

~~We manufacture~~• a portion of our Network & Cloud products in our manufacturing facility in Tijuana, Mexico. The factory is 128,124 square feet, and, as of December 31, 2017, the facility employed approximately 1,100 people. Current outsourcing arrangements include CMTS, amplifiers, certain power supplies, accessories, optical modules, digital return modules, circuit boards, repair services, and video infrastructure equipment. Belkin;

We• ~~outsource the production of Enterprise products to contract manufacturers.~~ BKTel;

We• ~~distribute~~Casa ~~a substantial number of products that are not produced by us to provide our customers with a comprehensive portfolio offering. Domestically~~Systems, ~~we distribute hardware and installation products through regional warehouses in California, North Carolina, and Washington~~Inc. ~~Internationally, we distribute through regional warehouses in Australia, Canada, Japan and Netherlands, and through drop shipments from our contract manufacturers located throughout the world.~~ ;

We• obtain key components from numerous third-party suppliers. Our supply agreements include technology licensing and component purchase contracts. Several of our competitors have similar supply agreements for these components. In addition, we license software for operating network and security systems or sub-systems and a variety of routing protocols from different suppliers. Ciena;

We• ~~primarily~~Cisco ~~sell our Enterprise Networks products indirectly through a large network of value-added resellers and distributors~~Systems, ~~which we collectively refer to as channel partners~~Inc. ~~Our channel partners provide lead generation, pre-sales support, product fulfillment and, in certain circumstances, post-sales customer service and~~ ;

12• Emcore Corporation;

~~Table~~• ~~of Contents~~Ericsson;

~~support.~~• InExtreme ~~some instances, service providers may also act as a channel partner for sales of our solutions to enterprises. In certain circumstance we do sell Enterprise~~ Networks ~~products directly to end customers but it is a relatively small part of the overall business.~~ ;

~~Backlog~~• Finisar;

~~Our~~• ~~backlog~~Guavus ~~consists of unfilled customer orders~~ (~~believed~~A toThales ~~be firm and long-term contracts~~Company) that have not been completed. With respect to long-term contracts, we include in our backlog only amounts representing orders currently released for production or, in specific instances, the amount we expect to be released in the succeeding 12 months. The amount contained in backlog for any contract or order may not be the total amount of the contract or order. The amount of our backlog at any given time does not reflect expected revenues for any fiscal period. ;

~~Our~~• backlog at December 31, 2017 was approximately $1,121.4 million, at December 31, 2016 was approximately $1,106.3 million, and at December 31, 2015 was approximately $715.8 million. We believe that all the backlog existing at December 31, 2017 will be shipped in 2018. H3C;

~~Anticipated~~• ~~orders from customers may fail to materialize and delivery schedules may be deferred or cancelled for any number of reasons~~Harmonic, ~~including~~ ~~reductions in capital spending by network operators, shipping disruptions, customer financial difficulties, annual capital spending budget cycles, and construction delays~~Inc. ;

~~Competition~~• Hewlett Packard Enterprises;

~~The~~• ~~markets~~Hitron inTechnologies ~~which~~Americas ~~we participate are dynamic and highly competitive, requiring companies to react quickly to capitalize on opportunity~~Inc. We retain skilled and experienced personnel, and deploy substantial resources to meet the changing demands of the industry and to capitalize on change. We compete with international, national and regional manufacturers, distributors and wholesalers, including companies that are larger than we are. Our major competitors include: ;

• ~~ADB Global~~Huawei;

• ~~Aerohive~~Humax Co.;

• ~~Asus;~~Imagine Communications

• ~~ATX~~Infinera;

• ~~Belkin~~InnoTrans;

• ~~BKTel~~Kathrein;

• ~~Casa~~Lindsay ~~Systems, Inc.~~Broadband;

• ~~Ciena~~Netgear;

• ~~Cisco Systems, Inc.~~Netgem;

• ~~Commscope, Inc.;~~Nokia

• ~~Concurrent~~Pacific ~~Computer~~Broadband ~~Corporation~~Networks;

• ~~Emcore~~PCT ~~Corporation~~International;

• ~~Ericsson~~Sagemcom;

• ~~Extreme Networks~~Samsung;

• ~~Finisar~~SeaChange International, Inc.;

• ~~Guavus~~SMC Networks;

13• Technetix;

~~Table~~• ofTechnicolor ~~Contents~~S.A.;

• ~~H3C~~Teleste;

• ~~Harmonic,~~TiVo Inc.;

• ~~Hewlett~~TOA ~~Packard~~Technologies ~~Enterprises~~(Oracle);

• ~~Hitron~~Ubee ~~Technologies~~Interactive, ~~Americas~~ Inc.;

• ~~Huawei~~Ubiquiti;

• ~~Humax~~Vecima CoNetworks, Inc.;

• ~~Imagine~~Veramatrix; ~~Communications~~and

• ~~Infinera;~~ZTE

•We ~~InnoTrans;~~distinguish our products based on reliability and performance, differentiated features, flexibility, breadth, customer service, and availability of business solutions, while pricing our solutions competitively with those of other competitors.

•Consumer ~~Kathrein;~~demand for more bandwidth is a fundamental driver behind the continued growth in CMTS and CCAP Edge Routing capacity deployed by service providers worldwide. The CMTS/CCAP supplier space is highly competitive with strong historical players such as Cisco and newer products, particularly focused on the trend towards DAA, from manufacturers such as Casa, Harmonic, Nokia, Teleste and Vecima.

•ARRIS ~~Lindsay~~is ~~Broadband;~~a worldwide leader in CMTS and CCAP. Our portfolio of IP network solutions continues to provide the scale and efficiency to power service providers’ transition to next-generation networks and services. Showcase solutions like our E6000® Converged Edge Router are driving this global momentum and are responsible for providing service to millions of subscribers through the world’s leading service providers.

•ARRIS ~~Netgear~~is a worldwide leader in CPE equipment. Our primary competitors are Technicolor S.A., Sagemcom, Humax, and Huawei. We compete in video set-tops/gateways, DOCSIS, DSL, and FTTH solutions. This positions ARRIS to capitalize on several key industry opportunities: 1) the set-top’s evolution into the gateway for all communications, media, and other connected services; 2) the shift to gigabit Wi-Fi and its growing role as a principal conduit for the connected home; 3) the refresh cycle of today’s broadly deployed base of set-tops and broadband gateways; and 4) the evolution and hybridization of network standards and models, from xDSL to G.Fast, D3.1 to xPON, new IP video services, and more. ARRIS is also introducing products to address the emerging Fixed Wireless Access (“FWA”) approach to using high bandwidth fixed radio communications as a lower cost or higher capacity alternative to twisted pair, coax, or fiber physical connections between the edge of the network and the home or business.

•Our ~~Netgem;~~multi-screen content management and protection products compete with many vendors offering on-demand video and digital advertising insertion hardware and software, including Adobe, Cisco, Ericsson, Irdeto, SeaChange, TiVo, Verimatrix, and others. Our operations management systems compete with vendors offering network management, mobile workforce management, network configuration management, and network capacity management systems such as Oracle (formerly TOA Technologies), Click Software, Guavus and others, some of which may currently have greater sales in these areas than ARRIS. In some instances, our customers internally develop their own software for these functions. However, we believe that we offer a more integrated solution that gives us a competitive advantage in supporting the requirements of both today’s distribution networks and the emerging all-digital, packet-based networks.

~~• Nokia~~10

•We ~~Pacific~~also ~~Broadband~~compete ~~Networks;~~with companies such as Cisco, Harmonic, Huawei, Nokia, Teleste, Technetix, Vecima and ZTE for network distribution and access equipment. In recent periods, competition in this market has increased from aftermarket suppliers, whose primary focus is on the refurbishment of OEM equipment, resulting in additional competition for new sales opportunities. In addition, because of the convergence of the cable and telecommunications sectors and rapid technological development, new competitors may enter this market

•Our ~~PCT~~enterprise ~~International;~~and service provider Wi-Fi and campus switching products compete with companies including Aerohive, Cisco, Ericsson, H3C, Hewlett Packard Enterprise, Huawei, Nokia and Ubiquiti, some of which have greater sales in these areas than ARRIS.

•Lastly, ~~Sagemcom;~~some of our competitors are larger companies with greater financial resources and product breadth than us. This may enable them to bundle products or be able to market and price products more aggressively than we can.

•Regulation ~~Samsung;~~and Corporate Responsibility

•Our ~~SeaChange~~products ~~International~~and operations are subject to numerous U.S. and international regulations and requirements in the areas of labor, ~~Inc~~environmental compliance, including energy efficiency standards, health and safety and ethics.; We are committed to strong corporate responsibility, and in 2018, we continued our participation as a full member of the Responsible Business Alliance (“RBA”), a non-profit coalition of electronics companies dedicated to supporting the rights and wellbeing of workers and communities affected by the global electronics supply chain. We continue to work with our suppliers by utilizing the RBA process collaboratively to improve working and environmental conditions through industry leading standards and practices to drive continual improvement and mitigate risk. Additional information regarding these policies and programs is available under the “Investors” tab of our corporate website (www.arris.com).

•As ~~SMC~~signatories ~~Networks;~~to the Voluntary Agreement for Ongoing Improvement to the Energy Efficiency of Set-Top Boxes and Small Network Equipment in the U.S., the SCTE/ISBE’s Energy 2020 initiative, the Voluntary Industry Agreement to Improve the Energy Consumption of Complex Set-Top Boxes in the European Union and the Canadian Pay-TV Set-Top Box Energy Efficiency Voluntary Agreement, we continue to be committed to reducing our environmental impact through increasing the energy efficiency of our products while still protecting our need to adapt to rapidly changing technology and the introduction of new features.

•Modern ~~Technetix;~~Slavery

•We ~~Technicolor~~are Sdedicated to ensuring that human rights are respected at all times.A We have implemented a number of business policies to ensure the safety and well-being of our employees, our contractors and our suppliers’ employees.; We require that our suppliers conduct themselves in a lawful and ethical manner and maintain high standards. Aligning with the requirements of the U.K. Modern Slavery Act, our Supplier Code of Conduct requires that our suppliers not use forced, bonded or involuntary prison labor or child labor when producing products. To enforce the Supplier Code of Conduct, we audit our product supply chain to evaluate and address risks of human trafficking and slavery. Under our supply contracts, we have the right to audit all suppliers for compliance with our Supplier Code of Conduct. We also mandate annual employee training that covers human trafficking. This annual training emphasizes our requirement that our suppliers also must comply with the ARRIS Supplier Code of Conduct.

•Employees ~~Teleste;~~

•As ~~TiVo~~of ~~Inc~~January 31, 2019, we had approximately 7,900 employees.; ARRIS has no employees represented by unions within the United States. We believe that we have a strong relationship with our employees. Our future success depends, in part, on our ability to attract and retain key personnel. Competition for qualified personnel is intense, and the loss of certain key personnel could have a material adverse effect on us. We have entered into employment contracts with our key executive officers and have confidentiality agreements with substantially all our employees. We also have long-term incentive programs that are intended to provide substantial incentives for our key employees to remain with us.

•Item ~~TOA~~1A. ~~Technologies~~Risk ~~(Oracle);~~Factors

•Our ~~Ubee~~business ~~Interactive~~is dependent on customers’ capital spending on broadband communication systems, ~~Inc~~and reductions by customers in capital spending would adversely affect our business.;

•Our ~~Ubiquiti;~~performance is primarily dependent on customers’ capital spending for constructing, rebuilding, maintaining or upgrading broadband communications systems. Capital spending in the broadband communications industry is cyclical and can be curtailed or deferred on short notice. A variety of factors affect capital spending, and, therefore, our sales and profits, including:

• ~~Vecima~~demand ~~Networks,~~for ~~Inc.;~~network ~~and~~services;

• ~~ZTE~~consumer demand for video content and PayTV services;

~~We distinguish~~• ~~our~~general ~~products~~economic on the basis of reliability and performance, differentiated features, flexibility, breadth, customer service, and availability of business solutions, while pricing our solutions competitively with those of other competitors. conditions;

~~Consumer~~• ~~demand~~foreign ~~for~~currency more bandwidth is a fundamental driver behind the continued growth in CMTS and CCAP Edge Routing capacity deployed by service providers worldwide. The CMTS/CCAP supplier space is highly competitive with strong historical players such as Cisco and newer products, particularly focused on the trend towards DAA, from manufacturers such as Casa, Harmonic, Nokia, Teleste and Vecima. fluctuations;

14 11

~~Table~~• competition from other providers of ~~Contents~~broadband and high-speed services;

~~ARRIS~~• iscustomer aspecific ~~worldwide~~financial ~~leader~~or instock ~~CMTS~~market and CCAP. Our portfolio of IP network solutions continues to provide the scale and efficiency to power service providers’ transition to next-generation networks and services. Showcase solutions like our E6000® Converged Edge Router are driving this global momentum and are responsible for providing service to millions of subscribers through the world’s leading service providers. conditions;

~~ARRIS~~• isavailability ~~a worldwide leader in CPE equipment. Our primary competitors are Technicolor S.A., Sagemcom, Humax,~~ and Huawei. We compete in video set-tops/gateways, DOCSIS, DSL, and FTTH solutions. This positions ARRIS to capitalize on several key industry opportunities: 1) the set-top’s evolution into the gateway for all communications, media, and other connected services; 2) the shift to gigabit Wi-Fi and its growing role as a principal conduit for the connected home; 3) the refresh cycle of today’s broadly deployed base of set-tops and broadband gateways; and 4) the evolution and hybridization of network standards and models, from xDSL to G.Fast, D3.1 to xPON, new IP video services, and more. ARRIS is also introducing products to address the emerging Fixed Wireless Access (“FWA”) approach to using high bandwidth fixed radio communications as a lower cost ~~or higher capacity alternative to twisted pair, coax, or fiber physical connections between the edge~~ of ~~the network and the home or business.~~ capital;

~~Our~~• ~~multi-screen~~governmental content management and protection products compete with many vendors offering on-demand video and digital advertising insertion hardware and software, including Adobe, Cisco, Concurrent, Ericsson, Irdeto, SeaChange, TiVo, Verimatrix, and others. Our operations management systems compete with vendors offering network management, mobile workforce management, network configuration management, and network capacity management systems such as Oracle (formerly TOA Technologies), Click Software, Guavus and others, some of which may currently have greater sales in these areas than ARRIS. In some instances, our customers internally develop their own software for these functions. However, we believe that we offer a more integrated solution that gives us a competitive advantage in supporting the requirements of both today’s distribution networks and the emerging all-digital, packet-based networks. regulations;

We• ~~also~~customer ~~compete~~acceptance with companies such as Cisco, Harmonic, Huawei, Nokia, Teleste, Technetix, Vecima and ZTE for network distribution and access equipment. In recent periods, competition in this market has increased from aftermarket suppliers, whose primary focus is on the refurbishment of ~~OEM equipment, resulting in additional competition for~~ new ~~sales~~services ~~opportunities.~~offered; ~~In addition, because of the convergence of the cable~~ and ~~telecommunications sectors and rapid technological development, new competitors may enter this market~~

~~Our~~• ~~enterprise~~real ~~and~~or ~~service~~perceived ~~provider~~trends ~~Wi-Fi~~or ~~and~~uncertainties ~~campus switching products compete with companies including Aerohive, Cisco, Ericsson, H3C, Hewlett Packard Enterprise, Huawei, Nokia and Ubiquiti, some of which have greater sales~~ in these ~~areas than ARRIS~~factors.

~~Lastly,~~Several ~~some~~ of our ~~competitors~~customers have ~~are~~accumulated ~~larger~~significant ~~companies~~levels ~~with~~of ~~greater~~debt. ~~financial~~These ~~resources~~high ~~and~~debt ~~product~~levels, ~~breadth~~coupled ~~than~~with ~~us.~~the ~~This~~volatility in the capital markets, may ~~enable~~impact their ~~them~~access to ~~bundle~~capital ~~products~~in the future or bereduce ~~able~~the toamounts ~~market~~they ~~and~~spend ~~price~~on ~~products~~purchasing ~~more~~additional equipment from us. Even if the ~~aggressively~~financial ~~than~~health of our customers remains intact, these customers may not purchase new equipment at levels we ~~can~~have seen in the past or expect in the future. We cannot predict the impact, if any, of any softening or downturn in the national or global economy or of specific customer financial challenges on our customers’ expansion and maintenance expenditures.

~~Regulation~~Uncertainties ~~and~~associated ~~Corporate~~with ~~Responsibility~~the transaction with CommScope could adversely affect our business, results of operations and financial condition.

~~Our~~On ~~products~~November ~~and~~8, 2018, ~~operations~~we ~~are~~entered ~~subject~~into tothe ~~numerous~~Acquisition ~~U.S.~~Agreement ~~and~~under ~~international~~which ~~regulations~~ARRIS ~~and~~will ~~requirements~~be inacquired ~~the~~by ~~areas~~CommScope. Completion of ~~labor,~~the ~~environmental~~Acquisition ~~compliance~~is subject to various closing conditions, including ~~energy~~but ~~efficiency~~not ~~standards~~limited to, ~~health~~obtaining necessary approvals and consents ~~safety~~from various regulatory agencies, including the High Court of Justice of England and ~~ethics~~Wales, the European Commission and other antitrust authorities. WeOur ~~are~~shareholders ~~committed~~approved tothe ~~strong~~acquisition ~~corporate~~at ~~responsibility~~a meeting ordered by the High Court of Justice on February 1, 2019 and required regulatory approvals in ~~2017~~the European Union, weUnited ~~continued~~States, ~~our~~Russia ~~participation~~and asSouth anAfrica ~~active~~have ~~member~~been ofobtained or the ~~Responsible~~applicable ~~Business~~waiting ~~Alliance (“RBA”~~period ~~formerly~~under ~~known~~the asjurisdiction has expired. However, the ~~Electronic~~remaining ~~Industry~~regulatory ~~Citizenship~~agencies ~~Coalition),~~from awhich ~~non-profit~~the parties ~~coalition~~have ofsought ~~electronics~~clearances ~~companies~~have ~~dedicated~~broad todiscretion ~~supporting~~in administering the ~~rights~~governing ~~and~~regulations. ~~wellbeing~~As a condition to their clearance of ~~workers~~the ~~and~~Acquisition, ~~communities~~agencies may impose requirements, limitations or costs or require divestitures or place ~~affected~~restrictions byon the ~~global~~conduct ~~electronics~~of ~~supply~~the ~~chain~~parties’ business. We ~~continue~~These torequirements, ~~work~~limitations, ~~with~~costs, ~~our~~divestitures ~~suppliers~~or restrictions bycould ~~utilizing~~jeopardize or delay the ~~RBA~~consummation ~~process~~of ~~collaboratively~~the toAcquisition ~~improve~~or ~~working~~may ~~and~~reduce ~~environmental~~the ~~conditions through~~anticipated ~~industry~~benefits ~~leading~~of ~~standards~~the Transaction. ~~and~~There ~~practices~~can tobe ~~drive continual~~no ~~improvement~~assurance ~~and~~that ~~mitigate~~the ~~risk. Additional~~parties ~~information~~to ~~regarding~~the ~~these~~Acquisition ~~policies~~Agreement ~~and~~will ~~programs~~receive isthe ~~available~~necessary ~~under~~remaining approvals for the ~~“Investors”~~transaction ~~tab~~or ofreceive ~~our~~them ~~corporate~~within ~~website~~the ~~(www.arris.com).~~expected timeframe.

AsThe ~~signatories~~announcement toand pendency of the ~~Voluntary~~Acquisition, ~~Agreement~~as ~~for~~well ~~Ongoing~~as ~~Improvement~~any todelays in the ~~Energy~~expected ~~Efficiency~~timeframe, ~~of Set-Top~~could ~~Boxes~~cause disruption in and ~~Small~~create ~~Network~~uncertainties, ~~Equipment~~which could inhave ~~the~~an ~~U.S.,~~adverse ~~the~~effect ~~SCTE/ISBE’s~~on ~~Energy~~our ~~20/20~~business, ~~initiative~~results of operations and financial condition, regardless of whether the ~~Voluntary~~Acquisition is completed. These risks include:

15• an adverse effect on our relationships with vendors, customers, and employees;

~~Table~~• a diversion of ~~Contents~~a significant amount of management time and resources towards the completion of the Acquisition;

~~Industry~~• ~~Agreement~~being tosubject ~~Improve the Energy Consumption of Complex Set-Top Boxes in the European Union, we continue~~ to becertain ~~committed~~restrictions toon ~~reducing our environmental impact through increasing~~ the ~~energy~~conduct ~~efficiency~~ of our ~~products while still protecting our need to adapt to rapidly changing technology and the introduction of new features.~~ business;

~~Modern~~• ~~Slavery~~possibly ~~Act~~foregoing certain business opportunities that we might otherwise pursue absent the pending Acquisition; and

We• ~~are~~difficulties ~~dedicated~~attracting ~~to ensuring that human rights are respected at all times. We have implemented a number of business policies to ensure the safety~~ and ~~well-being~~retaining ofkey ~~our~~ employees~~, our contractors and our suppliers’ employees~~. We require that our suppliers conduct themselves in a lawful and ethical manner and maintain high standards. Aligning with the requirements of the U.K. Modern Slavery Act, our Supplier Code of Conduct requires that our suppliers not use forced, bonded or involuntary prison labor or child labor when producing products. To enforce the Supplier Code of Conduct, we audit our product supply chain to evaluate and address risks of human trafficking and slavery. Under our supply contracts, we have the right to audit all suppliers for compliance with our Supplier Code of Conduct. We also mandate annual employee training that covers human trafficking. This annual training emphasizes our requirement that our suppliers also must comply with the ARRIS Supplier Code of Conduct.

~~Employees~~Failure to complete the Acquisition could adversely affect our business and the market price of our ordinary shares.

AsThere ~~of January 31,~~is ~~2018,~~no weassurance ~~had~~that the ~~approximately~~closing ~~8,700~~of ~~employees.~~the ~~ARRIS~~Acquisition ~~has~~will nooccur. ~~employees~~The ~~represented~~Acquisition bymay ~~unions~~be ~~within~~terminated ~~the~~under ~~United~~certain ~~States.~~specified Wecircumstances, ~~believe~~including, but ~~that~~not welimited ~~have~~to, a ~~strong~~termination ~~relationship~~of ~~with~~the ~~our~~Acquisition ~~employees.~~Agreement ~~Our~~by ~~future~~us ~~success~~to ~~depends,~~enter ininto ~~part,~~an onagreement ~~our~~for ~~ability~~a “superior proposal” toor ~~attract~~the ~~and~~occurrence ~~retain~~of ~~key~~an ~~personnel~~“intervening event.” ~~Competition~~If ~~for~~the ~~qualified~~Acquisition ~~personnel~~Agreement is ~~intense~~terminated by us under certain circumstances, we ~~and~~may be required to pay the ~~loss~~buyer a termination fee of ~~certain~~$58 ~~key~~million, ~~personnel~~except ~~could~~that ~~have~~the atermination ~~material~~fee ~~adverse~~shall ~~effect~~be on$29 ~~us.~~million Weif ~~have~~the Scheme ~~entered~~is ~~into~~not ~~employment~~sanctioned ~~contracts~~by ~~with~~the ~~our~~High ~~key~~Court ~~executive~~of ~~officers~~Justice of England and ~~have~~Wales. ~~confidentiality~~Payment ~~agreements~~of ~~with~~this ~~substantially~~termination ~~all~~fee ~~our~~may ~~employees.~~require Weus ~~also~~to ~~have~~use ~~long-term~~available ~~incentive~~cash ~~programs~~ that ~~are~~would ~~intended~~otherwise tobe ~~provide~~used ~~substantial~~for ~~incentives~~general ~~for~~purposes or strategic initiatives, which could adversely affect our ~~key~~business, ~~employees~~results toof ~~remain~~operations ~~with~~or ~~us.~~financial condition.

~~Item 1A.~~The ~~Risk~~Acquisition ~~Factors~~Agreement contains provisions that limit our ability to pursue alternatives to the Acquisition.

~~Our~~Under ~~business~~the isAcquisition ~~dependent~~Agreement, we onare ~~customers’~~restricted, ~~capital~~subject ~~spending~~to oncertain ~~broadband~~exceptions, ~~communication~~from ~~systems~~soliciting, knowingly encouraging, or furnishing information with regard to, any inquiry, proposal or offer for a competing acquisition proposal with any person. We may terminate the Acquisition Agreement and ~~reductions~~enter into an agreement with respect to a superior proposal only if specified conditions have been satisfied, including a determination by ~~customers~~our board of directors (after consultation with our financial advisor and legal counsel) that such proposal would result in a ~~capital~~transaction ~~spending~~more likely to promote our success for the benefit of our shareholders than the Acquisition, and such a termination would ~~adversely~~result ~~affect~~in us being required to pay the termination fee referenced above. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of our business. from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher value than the value of the consideration in the Acquisition.

Our performance is primarily dependent on customers’ capital spending for constructing, rebuilding, maintaining or upgrading broadband communications systems. Capital spending in the broadband communications industry is cyclical and can be curtailed or deferred on short notice. A variety of factors affect capital spending, and, therefore, our sales and profits, including: 12

•Litigation ~~demand~~instituted ~~for~~against ~~network~~us ~~services;~~and our directors challenging the proposed Acquisition may prevent the Acquisition from becoming effective within the expected timeframe or at all.

•Litigation ~~general~~related ~~economic~~to ~~conditions;~~the Acquisition may result in injunctive or other relief prohibiting, delaying or otherwise adversely affecting our ability to complete the Acquisition. Such relief may prevent the Acquisition from becoming effective within the expected timeframe or at all. In addition, defending against such claims may be expensive and divert management's attention and resources, which could adversely affect our business.

•Changes ~~foreign~~to ~~currency~~United ~~fluctuations;~~States tax, tariff and import/export regulations may have a negative effect on global economic conditions, financial markets and our business.

•We ~~competition~~import a significant amount of our products and components from ~~other~~our ~~providers~~contract manufacturers operating in China. The Office of the U.S. Trade Representative (the “USTR”) recently enacted tariffs ranging from 10% to 25% on imports into the U.S. of a broad array of Chinese products that includes many of our broadband CPE products. The current 10% tariff on many of these products is scheduled to increase to 25% if no trade agreement with China is reached. The administration has also indicated that it is considering proposing an additional list of products that would be subject to tariffs, which list may include more of our products. While we have adjusted product prices to pass on a significant portion of the current tariff costs to most of our customers, these higher costs could impact our competitiveness and ~~high-speed~~reduce ~~services;~~the amount of impacted products that customers in the U.S. will purchase, the timing of those purchases and our cash flow due to the timing of payments for the tariffs and collection from our customers. We are in the process of shifting the manufacturing locations for impacted products to locations that would not be subject to the proposed tariffs. Manufacturing in such locations may increase our product costs and will take time to fully implement for all impacted products.

•As ~~customer~~evidenced ~~specific~~by ~~financial~~the USTR proposed tariffs, the current administration, along with Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to the trade policies, treaties, taxes, government regulations and tariffs that would be applicable. In addition to the potential direct impact to us of proposed tariffs as discussed above, these developments, or ~~stock~~the ~~market~~perception that any of them could occur, may have a material adverse effect on global economic conditions; and the stability of global financial markets, and may significantly reduce global trade and in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations.

•Our ~~availability~~gross margins and ~~cost~~operating ofmargins ~~capital;~~will vary over time, and our aggregate gross margin may decrease from historical levels.

•We ~~governmental~~expect ~~regulations~~our product gross margins to vary over time, and the aggregate gross margin we have achieved in recent years may continue to decrease and be adversely affected in the future by numerous factors, including customer, product and geographic mix shifts, the introduction of new products, customer acceptance of designed products with a lower cost to us, fluctuations in our license sales or services we provide, changes in the actions of our competitors, currency fluctuations that impact our costs or the cost of our products and services to our customers, tariffs, increases in material, labor, or inventory carrying costs, and increased costs due to changes in component pricing, such as flash memory and multilayer ceramic capacitors, for our CPE products. We will continue to focus on increasing revenues and operating margins and managing our operating expenses; however, no assurance can be provided that we will be able to achieve all or any of these goals.

•The ~~customer~~markets ~~acceptance~~on ofwhich ~~new~~our ~~services~~business ~~offered;~~is ~~and~~focused is significantly impacted by technological change.

•The ~~real~~broadcast orand ~~perceived~~broadband communication ~~trends~~systems orindustry ~~uncertainties~~has gone through dramatic technological change resulting in ~~these~~service ~~factors~~providers rapidly migrating their business from telephony and one-way television services to two-way communications networks enabling multiple services, such as residential and business high-speed Internet access, residential and business telephony services, digital television, video on demand and advertising services. New services, such as home security, power monitoring and control, and 4K (UHD) television that are or may be offered by service providers, are also based on, and will be characterized by, rapidly evolving technology. The development of increasing internet speeds has also enabled the availability of high quality, feature length video over the Internet. This over-the-top IP video service enables content providers such as Netflix and Hulu, programmers such as HBO and ESPN and portals like Google and Amazon to provide video services on-demand, by-passing traditional video service providers. As traditional service providers enhance their quality and scalability, many are also introducing similar OTT services over their existing networks, for delivery not only to televisions but to computers, tablets, and telephones to remain competitive. In addition, service providers continue to explore ways to virtualize portions of their networks, reducing dependence on specifically designed equipment, including our products, by utilizing software that provide the same functions. We must retain skilled and experienced personnel, as well as deploy substantial resources to meet the changing demands of the industry and must be nimble to be able to capitalize on change.

Several of our customers have accumulated significant levels of debt. These high debt levels, coupled with the volatility in the capital markets, may impact their access to capital in the future. Even if the financial health of our customers remains intact, these customers may not purchase new equipment at levels we have seen in the 13

16We compete with international, national and regional manufacturers, distributors and wholesalers including some companies that are larger than we are. In some instances, our customers themselves may be our competition. Some of our customers may develop their own software requiring support within our products and/or may design and develop products of their own which are produced to their own specifications directly by a contract manufacturer.

~~Table~~Our business is dependent on our ability to develop products that enable current and new customers to exploit these rapid technological changes. To the extent that we are unable to adapt our technologies to serve these emerging demands, including obtaining necessary certifications from content providers and programmers to include their over-the-top video applications as part of ~~Contents~~our product offerings and software to provide virtualized network functions, our business may be adversely affected.

Another trend that could ~~past~~affect orus ~~expect~~is the emerging interest in Distributed Access Architectures, which disaggregates some of the ~~future.~~functions Weof ~~cannot~~CCAP ~~predict~~and the Access ~~impact,~~and ifTransport ~~any,~~platforms ofto ~~any~~enable ~~softening~~deployment orof ~~downturn~~these functions in ~~the~~ways ~~national~~that orcould ~~global~~reduce ~~economy~~operator orcapital expenditures. ARRIS is developing a line of ~~specific~~DAA ~~customer~~products ~~financial~~but ~~challenges~~operators are not aligned on ~~our customers’~~the ~~expansion~~specific implementations of DAA and ~~maintenance~~ARRIS ~~expenditures~~could lose market share to competitors. Service providers also have the goal of virtualizing CCAP management and control functions as they deploy DAA as well, potentially enabling new competitors to enter the market and reducing their dependence on ARRIS products.

The Wi-Fi and wireless networking markets onfor ~~which~~both service providers and enterprises is generally characterized by rapidly changing technology, changing end customer needs, evolving industry standards and frequent introductions of new products and services. To succeed, we must effectively anticipate, and adapt in a timely manner to, end customer requirements and continue to develop or acquire new products and features that meet market demands, technology trends and regulatory requirements. Likewise, if our competitors introduce new products and services that compete with ours, we may be required to reposition our product and service offerings or introduce new products and services in response to such competitive pressure. If we fail to develop new products or product enhancements, or our end customers or potential end customers do not perceive our products to have compelling technical advantages, our business iscould ~~focused~~be adversely affected, particularly if our competitors are able to introduce solutions with such increased functionality earlier than we do. Developing our products is ~~significantly~~expensive, ~~impacted~~complex byand involves uncertainties. Each phase in the development of our products presents ~~technological~~serious ~~change~~risks of failure, rework or delay, any one of which could impact the timing and cost-effective development of such product and could jeopardize end customer acceptance of the product. We have experienced in the past and may in the future experience design, manufacturing, marketing and other difficulties that could delay or prevent the development, introduction or marketing of new products and enhancements. In addition, the introduction of new or enhanced products requires that we carefully manage the transition from older products to minimize disruption in customer ordering practices and ensure that new products can be timely delivered to meet our customers’ demand. As a result, we may not be successful in modifying our current products or introducing new products in a timely or appropriately responsive manner, or at all. If we fail to address these changes successfully, our business and operating results could be materially harmed.

~~The~~Consolidations in the broadcast and broadband communication systems industry ~~has~~could ~~gone~~have ~~through dramatic technological change resulting in service providers rapidly migrating their business from~~ a ~~one-way~~material ~~television~~adverse ~~service~~effect ~~to a two-way communications network enabling multiple services, such as residential and business high-speed Internet access, residential and business telephony services, digital television, video~~ on demand and advertising services. New services, such as home security, power monitoring and control, and 4K (UHD) television that are or may be offered by service providers, are also based on, and will be characterized by, rapidly evolving technology. The development of increasing transmission speed, density and bandwidth for Internet traffic has also enabled the provision of high quality, feature length video over the Internet. This over-the-top IP video service enables content providers such as Netflix and Hulu, programmers such as HBO and ESPN and portals like Google to provide video services on-demand, by-passing traditional video service providers. As these service providers enhance their quality and scalability, many are also introducing similar OTT services over their existing networks, for delivery not only to televisions but to computers, tablets, and telephones to remain competitive. In addition, service providers continue to explore ways to virtualize portions of their networks, reducing dependence on specifically designed equipment, including our ~~products, by utilizing software that provide the same functions~~business. ~~We must retain skilled and experienced personnel, as well as deploy substantial resources to meet the changing demands of the industry and must be nimble to be able to capitalize on change.~~

WeThe ~~compete~~broadcast and broadband communication systems industry historically has experienced, and continues to experience, the consolidation of many industry participants. For example, Comcast acquired Sky, Vodafone merged its mobile operations in India with ~~international~~Idea Cellular, ~~national~~LGI ~~and~~sold ~~regional~~certain ~~manufacturers~~of its properties to T-Mobile, ~~distributors~~Wave Broadband consolidated with RCN under common ownership, Atlantic Broadband/Cogeco purchased MetroCast, Cable One bought NewWave Communications, T-Mobile US acquired TV service provider Layer3, and ~~wholesalers~~Cablevision ~~including~~SA ~~some~~(Argentina) ~~companies~~merged with Telecom Argentina SA. When consolidations occur, it is possible that ~~are~~the ~~larger~~acquirer ~~than~~will wenot continue using the same suppliers, possibly resulting in an immediate or future elimination of sales opportunities for us. Even if sales are not reduced, consolidations also could result in delays in purchasing decisions by the affected companies prior to completion of the transaction. InFurther, ~~some~~even if ~~instances~~we believe we will receive additional sales from a customer following a transaction as a result of, ~~our~~for ~~customers~~example, ~~themselves~~typical ~~may~~network upgrades that follow combinations or otherwise, no assurance can be ~~our~~ ~~competition~~provided that such anticipated sales will be realized. ~~Some~~In ofaddition, consolidations ~~our~~can also result in increased pressure from customers ~~may~~for ~~develop~~lower ~~their~~prices ~~own~~or ~~software~~better ~~requiring~~terms, ~~support~~reflecting ~~within~~the ~~our~~increase in the total volume of products ~~and/~~purchased or ~~may~~the ~~design~~elimination ~~and~~of ~~develop~~a ~~products~~price ofdifferential ~~their~~between ~~own~~the ~~which~~acquiring ~~are~~customer ~~produced~~and tothe ~~their~~company acquired. ~~own~~Any ~~specifications~~of ~~directly~~these byresults could have a ~~contract~~material ~~manufacturer~~adverse effect on our business.

~~Our~~We ~~business~~have issignificant ~~dependent~~indebtedness, onwhich ~~our~~could ~~ability~~limit toour ~~develop~~operations and ~~products~~opportunities, ~~that~~make ~~enable~~it ~~current~~more ~~and~~difficult ~~new~~for ~~customers~~us to ~~exploit~~pay ~~these~~or ~~rapid technological~~refinance ~~changes.~~our Todebts ~~the~~and/or ~~extent~~may ~~that~~cause weus ~~are unable~~ to ~~adapt~~issue ~~our~~additional ~~technologies~~equity toin the ~~serve these emerging demands~~future, ~~including~~which ~~obtaining~~would ~~necessary~~increase ~~certifications from content providers and programmers to include their over-~~the~~-top~~ ~~video~~dilution ~~applications as part~~ of our ~~product~~stockholders ~~offerings~~or ~~and~~reduce ~~software to provide virtualized network functions, our business may be adversely affected~~earnings.

~~Another~~As ~~trend~~of ~~that~~December 31, 2018, ~~could~~we ~~affect~~had usapproximately is$2,073.9 ~~the~~million ~~emerging interest~~ in ~~Distributed~~total ~~Access~~indebtedness ~~Architectures, which disaggregates some of the functions of CCAP~~ and ~~the~~$498.5 ~~Access~~million ~~and~~available ~~Transport~~under ~~platforms~~our torevolving ~~enable~~line ~~deployment~~ of ~~these~~credit to ~~functions~~support inour ~~ways~~working ~~that could reduce operator~~ capital ~~expenditures~~needs. ~~ARRIS~~Our isdebt ~~developing~~service aobligations ~~line~~with ofrespect ~~DAA~~to ~~products~~this ~~but~~indebtedness ~~operators are not aligned on the specific implementations of DAA and ARRIS~~ could ~~lose market share to competitors. Service providers also~~ have ~~the~~an ~~goal~~adverse ofimpact on ~~virtualizing~~our ~~CCAP~~earnings ~~management~~ and ~~control~~cash ~~functions~~flows for as ~~they~~long ~~deploy DAA~~ as ~~well, potentially enabling new competitors to enter~~ the ~~market~~indebtedness ~~and~~is ~~reducing their dependence on ARRIS products~~outstanding.

The Wi-Fi and wireless networking markets for both service providers and enterprises is generally characterized by rapidly changing technology, changing end customer needs, evolving industry standards and frequent introductions of new products and services. To succeed, we must effectively anticipate, and adapt in a timely manner to, end customer requirements and continue to develop or acquire new products and features that meet market demands, technology trends and regulatory requirements. Likewise, if our competitors introduce new products and services that compete with ours, we may be required to reposition our product and service offerings or introduce new products and services in response to such competitive pressure. If we fail to develop new products or product enhancements, or our end customers or potential end customers do not perceive our products to have compelling technical advantages, our business could be adversely affected, particularly if our competitors are able to introduce solutions with such increased functionality earlier than we do. Developing our products is expensive, complex and involves uncertainties. Each phase in the development of our products presents serious 14

17This significant indebtedness also could have important consequences to stockholders. For example, it could:

~~Table~~• ofmake ~~Contents~~it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments;

~~risks~~• oflimit ~~failure,~~our ~~rework~~flexibility orto ~~delay,~~pursue any one of which could impact the timing and cost-effective development of such product and could jeopardize end customer acceptance of the product. We have experienced in the past and may in the future experience design, manufacturing, marketing and other ~~difficulties~~strategic ~~that~~opportunities ~~could delay~~ or ~~prevent~~react ~~the~~to ~~development,~~changes ~~introduction~~in orour ~~marketing~~business ~~of new products~~ and ~~enhancements. In addition,~~ the ~~introduction of~~industry ~~new~~in orwhich ~~enhanced products requires that~~ we ~~carefully~~operate ~~manage the transition from older products to minimize disruption in customer ordering practices~~ and, ~~ensure that new products can be timely delivered to meet our customers’ demand. As a result~~consequently, weplace ~~may~~us ~~not~~at ~~be successful in modifying our current products or introducing new products in~~ a ~~timely~~competitive ordisadvantage ~~appropriately responsive manner, or at all. If we fail~~ to ~~address~~competitors ~~these~~with ~~changes~~less ~~successfully, our business and operating results could be materially harmed.~~ debt;

~~Consolidations~~• inrequire ~~the~~a ~~broadcast~~substantial ~~and~~portion ~~broadband~~of ~~communication~~our ~~systems~~cash ~~industry~~flows ~~could~~from ~~have~~operations ato ~~material~~be ~~adverse~~used ~~effect~~for on debt service payments, thereby reducing the availability of our ~~business.~~cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; and

~~The~~• ~~broadcast~~result and broadband communication systems industry historically has experienced, and continues to experience, the consolidation of many industry participants. For example, Vodafone announced it would merge its mobile operations in ~~India~~higher ~~with~~interest ~~Idea~~expense Cellular, Wave Broadband announced it was consolidating with RCN under common ownership, Atlantic Broadband/Cogeco announced it would purchase MetroCast, Cable One bought NewWave Communications, T-Mobile US announced plans to acquire TV service provider Layer3, and Cablevision SA (Argentina) announced it would merge with Telecom Argentina SA. When consolidations occur, it is possible that the acquirer will not continue using the same suppliers, possibly resulting in ~~an immediate or future elimination of sales opportunities for us. Even if sales are not reduced, consolidations also could result in delays in purchasing decisions by~~ the ~~affected~~event ~~companies prior to completion~~ of ~~the~~increases transaction. Further, even if we believe we will receive additional sales from a customer following a transaction as a result of, for example, typical network upgrades that follow combinations or otherwise, no assurance can be provided that such anticipated sales will be realized. In addition, consolidations can also result in ~~increased~~interest ~~pressure~~rates ~~from~~since ~~customers for lower prices or better terms, reflecting~~ the ~~increase~~majority ~~in the total volume~~ of ~~products~~our ~~purchased~~debt oris ~~the~~subject ~~elimination~~to ofvariable ~~a price differential between the acquiring customer and the company acquired~~rates. ~~Any of these results could have a material adverse effect on our business.~~

WeBased ~~have~~upon ~~significant~~current ~~indebtedness~~levels of operations, ~~which~~we ~~could~~expect ~~limit~~to ~~our~~be ~~operations~~able ~~and~~to ~~opportunities,~~generate ~~make~~sufficient itcash ~~more~~on ~~difficult for~~a usconsolidated basis to ~~pay~~make orall ~~refinance~~the ~~our~~principal ~~debts~~ and~~/or~~ ~~may~~interest payments ~~cause~~on usour toindebtedness ~~issue~~when ~~additional~~such ~~equity~~payments inare ~~the future~~due, ~~which~~but ~~would~~there ~~increase~~can ~~the~~be ~~dilution~~no ofassurance ~~our~~that ~~stockholders~~we will be able to repay or ~~reduce~~refinance such ~~earnings.~~borrowings and obligations.

AsWe ofmay ~~December 31,~~consider ~~2017,~~it weappropriate to ~~had~~reduce ~~approximately~~the ~~$2,161.4 million~~amount inof ~~total~~ indebtedness ~~and~~currently ~~$498~~outstanding.~~3 million~~ ~~available~~This ~~under~~may ~~our~~be accomplished in several ways, including issuing additional ~~revolving~~ordinary ~~line~~shares or securities convertible into ordinary shares, reducing discretionary uses of ~~credit~~cash toor ~~support~~a ~~our~~combination ~~working~~of ~~capital~~these ~~needs~~and other measures. ~~Our~~Issuances ~~debt~~of ~~service~~additional ~~obligations~~ordinary ~~with~~shares ~~respect~~or tosecurities ~~this~~convertible ~~indebtedness~~into ~~could~~ordinary ~~have~~shares anwould ~~adverse~~have ~~impact~~the oneffect ~~our~~of diluting ~~earnings~~the ~~and~~ownership ~~cash~~percentage ~~flows~~that ~~for~~stockholders aswill ~~long~~hold asin the ~~indebtedness~~company isand ~~outstanding.~~may reduce our reported earnings per share.

~~This~~We ~~significant~~face ~~indebtedness~~risks ~~also~~relating ~~could~~to ~~have~~currency ~~important~~fluctuations ~~consequences~~and ~~to stockholders~~currency exchange. ~~For example, it could:~~

•On ~~make~~an itongoing ~~more~~basis ~~difficult~~we are ~~for~~exposed us to ~~pay~~various orchanges ~~refinance~~in ~~our~~foreign ~~debts~~currency asrates ~~they~~because ~~become~~certain ~~due~~sales ~~during~~are ~~adverse~~denominated ~~economic~~in ~~and~~foreign ~~industry~~currencies. ~~conditions~~Additionally, certain ~~because~~intercompany ~~any~~transactions ~~decrease~~are denominated in ~~revenues~~foreign ~~could~~currencies ~~cause~~and ussubject to ~~not~~revaluation. ~~have~~These ~~sufficient~~changes can impact our results of operations, cash flows and financial position. We manage these risks through regular operating and financing activities and periodically use derivative financial instruments such as foreign exchange forward and option contracts. There can be no assurance that our risk management strategies will be effective. In addition, many of our international customers make purchases from ~~operations~~us that are denominated in U.S dollars. During periods where the U.S. dollar strengthens, it may impact these customers’ ability to ~~make~~purchase products, which could have a material impact on our ~~scheduled~~sales ~~debt~~in ~~payments;~~the affected countries.

•We ~~limit~~also ~~our~~may ~~flexibility~~encounter difficulties toin ~~pursue~~converting ~~other~~our ~~strategic~~earnings ~~opportunities~~from orinternational ~~react~~operations to ~~changes~~U.S. dollars for use in ~~our~~the ~~business~~United ~~and~~States. These obstacles may include problems moving funds out of the ~~industry~~countries in which wethe ~~operate~~funds were earned and, ~~consequently,~~difficulties ~~place~~in uscollecting ataccounts areceivable in ~~competitive~~foreign ~~disadvantage~~countries towhere ~~competitors~~the ~~with~~usual ~~less~~accounts ~~debt;~~receivable payment cycle is longer.

•We ~~require~~may ahave ~~substantial~~difficulty ~~portion~~in offorecasting our ~~cash~~sales ~~flows~~and ~~from~~may ~~operations~~experience volatility toin berevenues ~~used for debt service payments, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions~~ and ~~other~~inventory ~~general~~levels. ~~corporate purposes; and~~

•Because ~~result~~a insignificant portion ~~higher~~of ~~interest~~our ~~expense~~customers’ inpurchases are discretionary, accurately forecasting our sales is difficult. In addition, our customers have increasingly submitted their purchase orders less evenly over the ~~event~~course of ~~increases~~each inquarter, ~~interest~~and ~~rates~~lead ~~since~~times for manufacturing products have increased from where they have historically been. The combination of our dependence on relatively few key customers and the ~~majority~~award by those customers of irregular but sizeable orders, together with the size of our ~~debt~~operations, ismake ~~subject~~it difficult to ~~variable~~forecast ~~rates~~sales and can result in revenue volatility, which could further result in maintaining inventory levels that are not optimal for our ultimate needs and could have a negative impact on our business.

18The IRS may not agree that we are a foreign corporation for U.S. federal income tax purposes.

~~Table~~Following the Pace combination, we are incorporated under the laws of ~~Contents~~England and Wales and are a tax resident in the United Kingdom for U.K. tax purposes, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes. For U.S. federal income tax purposes, a corporation generally is considered to be a tax resident in the jurisdiction of its organization or incorporation. Because we are incorporated under the laws of England and Wales, we generally would be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874 of the Internal Revenue Code of 1986, as amended (the “Code”), however, provides an exception to this general rule under which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.

Generally, for us to be treated as a non-U.S. corporation for U.S. federal income tax purposes under Section 7874, the former stockholders of ARRIS Group must own (within the meaning of Section 7874) less than 80% (by both vote and value) of all of the outstanding shares of ARRIS (the “Ownership Test”). Based ~~upon~~on ~~current~~the ~~levels~~terms of ~~operations~~the Pace combination, we ~~expect~~believe tohistoric beARRIS ~~able~~stockholders owned toless ~~generate~~than ~~sufficient~~80% ~~cash~~of onall the outstanding shares in ARRIS and, thus, the Ownership Test has been satisfied. However, ownership afor ~~consolidated~~purposes ~~basis~~of Section 7874 is subject to ~~make~~various ~~all~~adjustments under the ~~principal~~Code and ~~interest~~the ~~payments~~Treasury onRegulations ~~our~~promulgated ~~indebtedness~~thereunder, and ~~when~~there ~~such~~is ~~payments~~limited ~~are~~guidance ~~due~~regarding the Section 7874 provisions, ~~but~~including ~~there~~regarding the application of the Ownership Test. There can be no assurance that wethe IRS will beagree ~~able~~with tothe ~~repay~~position orthat ~~refinance~~the ~~such~~Ownership ~~borrowings~~Test was satisfied following the Pace combination and/or ~~obligations~~would not successfully challenge the status of ARRIS as a non-U.S. corporation for U.S. federal income tax purposes.

We may consider it appropriate to reduce the amount of indebtedness currently outstanding. This may be accomplished in several ways, including issuing additional ordinary shares or securities convertible into ordinary shares, reducing discretionary uses of cash or a combination of these and other measures. Issuances of additional ordinary shares or securities convertible into ordinary shares would have the effect of diluting the ownership percentage that stockholders will hold in the company and may reduce our reported earnings per share. 15

WeIf ~~face~~we ~~risks~~were ~~relating~~to be treated as a U.S. corporation for U.S. federal income tax purposes, we could be subject to ~~currency~~substantial ~~fluctuations~~additional ~~and~~U.S. ~~currency~~taxes. ~~exchange~~For U.K. tax purposes, we are expected, regardless of any application of Section 7874, to be treated as a U.K. tax resident. Consequently, if we are treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874, we could be liable for both U.S. and U.K. taxes, which could have a material adverse effect on our financial condition and results of operations.

OnOur anstatus ~~ongoing~~as ~~basis~~a ~~we are exposed to various changes in~~ foreign ~~currency~~corporation ~~rates~~for ~~because certain sales are denominated in foreign currencies~~U. ~~Additionally, certain intercompany transactions are denominated in foreign currencies and subject to revaluation~~S. ~~These~~tax ~~changes can impact our results of operations, cash flows and financial position. We manage these risks through regular operating and financing activities and periodically use derivative~~purposes ~~financial~~could ~~instruments such as foreign exchange forward and option contracts. There can~~ be noaffected ~~assurance~~by that our risk management strategies will be effective. In addition, many of our international customers make purchases from us that are denominated in U.S dollars. During periods where the U.S. dollar strengthens, it may impact these customers’ ability to purchase products, which could have a ~~material~~change ~~impact on our sales~~ in ~~the affected countries~~law.

WeUnder ~~also~~current ~~may~~law, ~~encounter~~we expect ~~difficulties~~to inbe ~~converting~~treated ~~our~~as ~~earnings~~a ~~from~~non-U.S. ~~international~~corporation ~~operations~~for to U.S. ~~dollars~~federal ~~for~~income ~~use~~tax inpurposes. However, changes to Section 7874 or the Treasury ~~United~~Regulations ~~States~~promulgated thereunder, or other changes in law, could adversely affect our status as a non-U.S. corporation ~~These~~for ~~obstacles~~U.S. ~~may~~federal ~~include~~income ~~problems~~tax ~~moving~~purposes, ~~funds~~our ~~out~~effective oftax ~~the~~rate ~~countries~~and/or infuture ~~which~~tax ~~the~~planning, ~~funds~~and ~~were~~any ~~earned~~such changes could have prospective or retroactive application to us and ~~difficulties~~our instockholders. ~~collecting~~We ~~accounts~~continue ~~receivable~~to monitor this situation. Any such future guidance or changes in ~~foreign~~law ~~countries~~could ~~where~~have ~~the~~a ~~usual~~material ~~accounts~~adverse ~~receivable~~impact ~~payment~~on ~~cycle~~our isfinancial ~~longer.~~position and results of operations.

WeSection 7874 ~~may~~of ~~have~~the ~~difficulty~~Code inmay ~~forecasting~~limit our ~~sales~~ability ~~and~~to ~~may~~utilize certain ~~experience~~U.S. ~~volatility~~tax ~~in revenues and inventory levels~~attributes.

~~Because~~Following athe ~~significant~~acquisition of ~~portion~~a ofU.S. ~~our~~corporation ~~customers’~~by ~~purchases~~a ~~are~~non-U.S. ~~discretionary~~corporation, ~~accurately~~Section 7874 ~~forecasting~~of ~~our~~the ~~sales~~Code iscan ~~difficult~~limit the ability of the acquired U.S. Incorporation ~~addition,~~and ~~our~~its ~~customers~~U.S. ~~have~~affiliates ~~increasingly~~to ~~submitted~~utilize ~~their~~certain ~~purchase~~U.S. ~~orders~~tax ~~less~~attributes ~~evenly~~(including ~~over~~net operating losses and certain tax credits) to offset, during the ~~course~~ten-year ofperiod ~~each~~following ~~quarter~~the acquisition, ~~and~~their ~~with~~U.S. ~~shorter~~taxable ~~lead~~income, ~~times~~or ~~than~~related ~~they~~income ~~have~~tax ~~historically.~~liability, ~~The~~resulting ~~combination~~from certain (a) transfers to related foreign persons of ~~our~~stock ~~dependence~~or onother ~~relatively~~properties ~~few~~of ~~key~~the ~~customers~~acquired U.S. corporation and ~~the~~its U.S. ~~award~~affiliates and (b) income received or accrued from related foreign persons during such period by ~~those~~reason ~~customers~~of a license of ~~irregular~~any property ~~but~~by ~~sizeable~~the ~~orders,~~acquired ~~together~~U.S. ~~with~~corporation ~~the~~and ~~size~~its ofU.S. ~~our~~affiliates ~~operations~~(collectively, ~~make~~“inversion itgain”). ~~difficult~~Based toon ~~forecast~~the ~~sales~~limited guidance available and ~~can~~as a result inof ~~revenue~~the ~~volatility~~Pace transaction, ~~which~~we ~~could~~believe ~~further~~that this limitation under Section 7874 will apply and, as a result, inwe ~~maintaining~~do ~~inventory~~not ~~levels~~currently expect that ~~are~~the ~~not~~Company or its U.S. affiliates will be able to utilize certain U.S. tax attributes ~~optimal~~to ~~for~~reduce ~~our~~the ~~ultimate~~amount ~~needs~~of any inversion gain and/or ~~could~~to ~~have~~offset aapplicable ~~negative~~U.S. ~~impact~~federal onincome tax liability attributable to any inversion, but may continue to be used to reduce our ~~business.~~taxable income from ordinary operations.

WeChanges ~~also have outstanding warrants with a customer~~ to ~~purchase our ordinary shares. Vesting of the warrants is subject to both the volume of purchases by the customers and product mix. Under applicable accounting guidance~~, ifinterpretations ~~we believe that vesting~~ of ~~a tranche of the warrants is probable~~, we ~~are~~and ~~required~~rulings torelated ~~mark-~~to~~-market the fair value of the warrant until it vests~~, ~~and any change in the fair value is treated as a change in revenues from sales to the~~U.S., ~~customers~~U.K., ~~The~~Hungary ~~amount of the change in revenues that will be recorded is difficult to predict as both sales to the customers~~ and ~~changes~~other intax ~~our~~laws ~~stock price impact the calculation and are outside of our control. As a result, the warrants also~~ could ~~increase~~ ~~our~~adversely ~~revenue~~affect ~~volatility~~ARRIS.

Our ~~gross~~business ~~margins~~operations are ~~and~~subject ~~operating~~to ~~margins~~taxation ~~will~~in ~~vary~~the ~~over~~U.S., ~~time~~U.K., Hungary and a number of other jurisdictions. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our ~~aggregate~~financial ~~gross~~position ~~margin~~and ~~may~~results from operations. Recently, ~~decrease~~the U.S. Congress, the Organization for Economic Co-operation and Development and other government agencies in jurisdictions where ARRIS and its affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” including situations where payments are made between affiliates from ~~historical~~a ~~levels~~jurisdiction with high tax rates to a jurisdiction with lower tax rates. In this regard, on December 22, 2017, the President signed into law the “Tax Cuts and Jobs Act” (the “Act”). The Act significantly reforms the Internal Revenue Code of 1986, as amended. The Act, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of interest, imposes limitations on the deductibility of certain payments between affiliates, allows for the immediate expensing of certain capital expenditures, and puts into effect the migration from a worldwide system of taxation to a territorial system and imposes several other changes to tax law on U.S. corporations. As many of the provisions of the Act did not come into effect until 2018 and further clarification of the law is expected, the total impact on our financial position is uncertain and could be materially adverse.

WeAnother ~~expect~~example ~~our~~involves “illegal ~~product~~state ~~gross~~aid” ~~margins~~as todetermined ~~vary~~by ~~over~~the ~~time,~~EU ~~and~~Competition ~~the~~Commission, ~~aggregate~~which ~~gross~~would ~~margin we~~require ~~have~~EU ~~achieved~~member instates ~~recent~~to ~~years~~recover unlawful ~~may~~aid ~~continue~~given to ~~decrease~~multinational ~~and~~enterprises bein ~~adversely~~the ~~affected~~form inof ~~the~~favorable ~~future~~transfer bypricing ~~numerous~~treatment. ~~factors,~~In ~~including~~November ~~customer~~of 2017, ~~product~~the ~~and~~European Commission ~~geographic~~issued ~~mix~~a ~~shifts,~~decision letter to the ~~introduction~~U.K. ofgovernment ~~new~~asserting ~~products,~~that ~~customer~~Chapter ~~acceptance~~9 of ~~designed~~the ~~products~~U.K. Controlled Foreign Company legislation ~~with~~provided aillegal ~~lower~~state ~~cost~~aid. toIf ~~us,~~the ~~fluctuations~~European Commission ultimately prevails in this dispute, we could owe additional taxes. Based on our ~~license~~current ~~sales~~assessment orof ~~services~~the weissue ~~provide~~no additional tax expense has been accrued. The tax laws, ~~changes~~and the interpretation thereof, in the ~~actions~~United ofStates, ~~our~~the ~~competitors~~United Kingdom, ~~currency~~Luxembourg, ~~fluctuations~~Hungary ~~that~~and ~~impact~~other countries in which we and our ~~costs~~affiliates ordo ~~the~~business ~~cost~~could change ofon ~~our~~a ~~products~~prospective or retroactive basis and ~~services~~any tosuch changes could adversely affect us and our ~~customers~~affiliates. Further, ~~increases~~the inIRS ~~material,~~or ~~labor,~~other orapplicable ~~inventory~~taxing ~~carrying~~authorities ~~costs,~~may ~~and~~disagree ~~increased~~with ~~costs~~positions ~~due~~we tohave ~~changes~~taken in ~~component~~our ~~pricing~~tax filings, ~~such~~which ascould ~~flash~~result ~~memory~~in ~~for~~the requirement ~~our~~to ~~CPE~~pay ~~products.~~additional Wetax, ~~will~~interest ~~continue~~and topenalties, ~~focus~~which onamounts ~~increasing~~could ~~revenues~~be ~~and~~ significant.

19Changes to Income Tax Treaties could adversely affect ARRIS.

~~Table~~On May 20, 2015, the U.S. Treasury released proposed revisions to the U.S. model income tax convention (the “Model”), the baseline text used by the U.S. Treasury to negotiate tax treaties. The proposed revisions address certain aspects of ~~Contents~~the Model by modifying existing provisions and introducing entirely new provisions. Specifically, the proposed revisions target (1) exempt permanent establishments, (2) special tax regimes, (3) expatriated entities, (4) the anti-treaty shopping measures of the limitation on benefits article, and (5) subsequent changes in treaty partners’ tax laws.

~~operating margins and managing our operating expenses; however, no assurance can be provided that we will be able to achieve all or any of these goals.~~ 16

~~Changes~~With respect to ~~United~~the ~~States~~proposed changes ~~tax~~to the Model pertaining to expatriated entities, ~~tariff~~because the Pace combination is otherwise subject to Section 7874, if applicable treaties were subsequently amended to adopt such proposed changes, payments of interest, dividends, royalties and certain ~~import/export~~other ~~regulations~~items ~~may~~of ~~have~~income by ARRIS U.S. Holdings, Inc. (our primary U.S. holding company) or its U.S. affiliates to non-U.S. persons would become subject to full U.S. withholding tax at a ~~negative~~30% ~~effect~~rate. onThis ~~global~~could ~~economic~~result ~~conditions~~in material U.S. taxes being paid by recipients of payments from ARRIS Holdings and its U.S. affiliates. Additionally, ~~financial~~revisions ~~markets~~to the Model may influence the international community’s discussion of approaches to treaty abuse and harmful tax practices with respect to the Organization for Economic ~~our~~Cooperation ~~business~~and Development’s ongoing work regarding base erosion and profit shifting. We are unable to predict the likelihood that the proposed revisions to the Model become a part of the Model or any U.S. income tax treaty. However, any revisions to a U.S. income tax treaty, including the proposed revisions described in this paragraph, could adversely affect ARRIS and its affiliates.

~~There has been on-going discussion and commentary regarding potential significant changes to United States trade policies~~Additionally, ~~treaties, tariffs and taxes. We do~~ a ~~material~~new ~~amount~~ version of ~~business around~~ the ~~world,~~income ~~and~~tax atreaty ~~substantial~~between ~~majority~~U.S. ofand ~~our~~Hungary ~~products~~was ~~are~~signed ~~manufactured~~on ~~outside~~February of4, ~~the United States. The current administration~~2010, ~~along~~which ~~with~~was ~~Congress,~~intended ~~has~~to ~~created~~replace ~~significant~~and ~~uncertainty~~update ~~about~~ the prior ~~future~~U.S. ~~relationship~~– ~~between~~Hungary ~~the~~income ~~United~~tax ~~States~~treaty ~~and~~from ~~other~~1979. ~~countries~~The ~~with~~new ~~respect~~treaty, tounlike the ~~trade~~old ~~policies~~treaty, ~~treaties,~~contains ~~taxes,~~a ~~government~~limitation ~~regulations~~on ~~and~~benefits article. ~~tariffs~~While ~~that~~the ~~would be~~new ~~applicable.~~treaty ~~These~~was ~~developments,~~submitted orto the ~~perception~~Senate ~~that~~for ~~any~~ratification ofon ~~them~~November ~~could~~15, ~~occur~~2010, ~~may~~it ~~have~~remains aunratified ~~material~~and ~~adverse~~the limitation ~~effect~~ on ~~global~~benefits ~~economic~~article ~~conditions~~has ~~and~~yet ~~the~~to ~~stability~~apply ofto ~~global~~treaty ~~financial~~benefits ~~markets,~~claimed ~~and~~by ~~may~~U.S. ~~significantly~~resident ~~reduce~~taxpayers. ~~global~~If ~~trade~~the ~~and,~~treaty inwere to be ~~particular~~ratified, ~~trade~~then ~~between~~certain ~~the~~interest ~~impacted~~payments ~~nations~~made ~~and~~by ~~the~~ARRIS ~~United States~~U.S. ~~Any~~Holdings, ofInc. ~~these factors~~ could ~~depress~~become ~~economic~~subject ~~activity and restrict our access~~ to ~~suppliers~~full orU.S. ~~customers~~withholding ~~and~~tax ~~have~~ at a ~~material~~30% ~~adverse effect on our business, financial condition and results of operations~~rate.

~~The~~Consequences ~~IRS~~of ~~may~~the ~~not~~U.K.’s ~~agree~~delivering ~~that~~notice weto ~~are~~leave the aEuropean ~~foreign~~Union ~~corporation~~could ~~for~~materially ~~U.S.~~adversely ~~federal~~affect ~~income~~our ~~tax purposes~~business.

~~Following~~In March 2017, the ~~Pace~~U.K. government ~~combination,~~delivered weformal ~~are~~notice ~~incorporated~~of ~~under~~its ~~the~~intention ~~laws~~to ofwithdraw ~~England~~from ~~and~~the ~~Wales~~European ~~and~~Union. ~~are~~As a ~~tax~~result, ~~resident~~it innow ~~the~~has until March 29, ~~United~~2019 ~~Kingdom~~to ~~for~~negotiate ~~U.K.~~the ~~tax~~terms ~~purposes~~of its exit, unless all the ~~IRS~~remaining ~~may~~member ~~assert~~states ~~that~~of wethe ~~should~~European beUnion ~~treated~~agree asto aan Uextension.S. ~~corporation~~Given the ~~(and,~~lack ~~therefore~~of precedent, ait ~~U.S.~~is ~~tax~~unclear ~~resident)~~how ~~for~~the withdrawal of the U.SK. ~~federal~~from ~~income~~the ~~tax~~European ~~purposes.~~Union ~~For~~will affect the U.SK.’s ~~federal~~access to ~~income~~the ~~tax~~EU ~~purposes,~~Single aMarket ~~corporation~~and ~~generally~~other ~~is considered~~important tofinancial beand atrade ~~tax~~relationships ~~resident~~and inhow ~~the~~it ~~jurisdiction~~will ofaffect ~~its~~us. ~~organization~~The orwithdrawal ~~incorporation~~could, especially if the U.K. ~~Because~~and weEuropean Union are ~~incorporated~~unable ~~under~~to agree on terms for the ~~laws~~withdrawal, among other outcomes, disrupt the free movement of ~~England~~goods, services and ~~Wales~~people between the U.K. and the European Union, weundermine ~~generally~~bilateral ~~would~~cooperation bein ~~classified~~key aspolicy aareas and ~~non-~~significantly disrupt trade between the U.SK. ~~corporation~~ (and, ~~therefore~~the European Union. Under current European Union rules, afollowing ~~non-~~the withdrawal the U.SK. ~~tax~~will ~~resident)~~not ~~under~~be ~~these~~able ~~rules.~~to ~~Section 7874~~negotiate bilateral trade agreements with member states of the ~~Internal~~European ~~Revenue~~Union. ~~Code~~In addition, a withdrawal of ~~1986,~~the asU.K. ~~amended~~from (the ~~“Code”)~~European Union could significantly affect the fiscal, ~~however~~monetary, ~~provides~~legal anand ~~exception~~regulatory tolandscape ~~this~~within the ~~general~~U.K. ~~rule~~and ~~under~~could ~~which~~have a ~~foreign~~material ~~incorporated~~impact ~~entity~~on ~~may~~its economy and the future growth of its various industries, including the broadcast and broadband communication systems industry in ~~certain~~which ~~circumstances,~~we beoperate. ~~treated~~Although asit ais not possible to predict fully the effects of the withdrawal of the U.SK. ~~corporation~~from ~~for~~the European Union, the possible exit of the U.SK. ~~federal~~from ~~income~~the ~~tax~~European ~~purposes.~~Union or prolonged periods of uncertainty in relation to it could have a material adverse effect on our business and our results of operations.

~~Generally,~~Although ~~for~~certain ustechnical toproblems ~~be treated as a non-U.S. corporation for U.S. federal income tax purposes under Section 7874, the former stockholders of ARRIS Group must~~experienced ~~own~~by ~~(within~~users ~~the~~may ~~meaning~~not ofbe ~~Section 7874)~~caused ~~less than 80% (~~by ~~both~~our ~~vote and value) of all of the outstanding shares of ARRIS (the “Ownership Test”). Based on the terms of the Pace combination~~products, weour ~~believe~~business ~~historic ARRIS stockholders owned less than 80% of all the outstanding shares in ARRIS~~ and, ~~thus,~~reputation ~~the~~may ~~Ownership~~be ~~Test~~harmed ~~has~~if ~~been~~users ~~satisfied.~~perceive ~~However,~~our ~~ownership~~products ~~for~~as ~~purposes of Section 7874 is subject to various adjustments under~~ the ~~Code and the Treasury Regulations promulgated~~cause ~~thereunder,~~of ~~and~~a ~~there~~slow isor ~~limited~~unreliable ~~guidance~~network ~~regarding the Section 7874 provisions~~connection, ~~including regarding the application of the Ownership Test. There can be no assurance that the IRS will agree with the position that the Ownership Test was satisfied following the Pace combination and/~~or ~~would not successfully challenge the status of ARRIS as~~ a ~~non~~high-~~U.S.~~profile ~~corporation~~network ~~for U~~failure.~~S. federal income tax purposes.~~

IfOur weproducts ~~were~~have been deployed in many different locations and user environments and can provide services and connectivity to bemany ~~treated~~different astypes of devices operating a Uvariety of applications.S. ~~corporation~~The ~~for~~ability ~~U.S.~~of ~~federal~~our ~~income~~products ~~tax~~to ~~purposes,~~operate weeffectively ~~could~~can be ~~subject~~negatively toimpacted ~~substantial~~by ~~additional~~many different Uelements unrelated to our products.~~S. taxes.~~ For Uexample, a user’s experience may suffer from an incorrect setting in a Wi-Fi device.K. ~~tax~~Although ~~purposes,~~certain wetechnical ~~are~~problems ~~expected,~~experienced ~~regardless~~by ofusers ~~any~~may ~~application~~not ofbe ~~Section 7874~~caused by our products, users often may perceive the underlying cause to be ~~treated~~a asresult aof ~~U.K.~~poor ~~tax~~performance ~~resident~~of the wireless network. ~~Consequently~~This perception, even if weincorrect, ~~are~~could ~~treated~~harm our asbusiness aand Ureputation.S. ~~corporation~~Similarly, ~~for~~a ~~U.S.~~high-profile ~~federal~~network ~~income~~failure ~~tax~~may ~~purposes~~be ~~under~~caused by improper operation of the network or failure ~~Section 7874,~~of a network component that we ~~could~~did benot ~~liable~~supply, ~~for~~but ~~both~~other ~~U.S.~~service ~~and~~providers ~~U.K.~~may ~~taxes,~~perceive ~~which~~that ~~could~~our ~~have~~products awere ~~material~~implicated, ~~adverse~~which, even ~~effect~~if onincorrect, ~~our~~could ~~financial~~harm ~~condition~~our ~~and~~business, operating results ofand ~~operations.~~financial condition.

~~Our~~If ~~status~~our asEnterprise asegment ~~foreign~~products ~~corporation~~do not ~~for~~interoperate ~~U.S.~~with ~~tax~~cellular ~~purposes~~networks ~~could~~and bemobile ~~affected~~devices, byfuture asales ~~change~~of inour ~~law.~~products could be negatively affected.

~~Under~~Our ~~current~~Enterprise ~~law,~~segment products weare ~~expect~~designed to beinteroperate ~~treated~~with as a ~~non~~broad array of consumer devices using Wi-UFi technology, as well as interoperate with mobile devices and cellular networks.S. ~~corporation~~These ~~for~~networks Uand devices have varied and complex specifications.S. ~~federal~~As ~~income~~a ~~tax~~result, ~~purposes~~we must attempt to ensure that our products interoperate effectively with these existing and planned networks and devices. ~~However~~To meet these requirements, we ~~changes~~must continue to ~~Section 7874~~undertake ordevelopment ~~the~~and ~~Treasury~~testing efforts that require significant capital and employee resources. We may not ~~Regulations~~accomplish ~~promulgated~~these ~~thereunder~~development efforts quickly or cost-effectively, or ~~other~~at ~~changes~~all. inIf ~~law~~our products do not interoperate effectively, orders for our products could ~~adversely~~be ~~affect~~delayed or cancelled, which would harm our ~~status~~revenue, asoperating aresults ~~non-U.S.~~and ~~corporation~~our ~~for~~reputation, Upotentially resulting in the loss of existing and potential end customers.S. ~~federal~~The ~~income~~failure ~~tax~~of ~~purposes~~our products to interoperate effectively with cellular networks or mobile devices may result in significant warranty, support and repair costs, divert the attention of our ~~effective~~engineering personnel ~~tax~~from ~~rate~~our product development efforts and~~/or~~ ~~future~~cause ~~tax~~significant ~~planning~~customer relations problems. In addition, our end customers ~~and~~may ~~any~~require ~~such~~our ~~changes~~products ~~could~~to ~~have~~comply ~~prospective~~with new and rapidly evolving security or ~~retroactive~~other ~~application~~certifications and standards. If our products are late in achieving or fail to usachieve compliance with these certifications and standards, or our ~~stockholders.~~competitors achieve compliance with these certifications and standards, such end customers may not purchase our products, which would harm our business, operating results and financial condition.

20 17

~~Table~~The ofcontinued ~~Contents~~industry move to open standards may impact our future results.

InOur ~~2016,~~industry ~~the~~has ~~U.S. Treasury issued proposed~~ and ~~temporary Regulations under Section 7874~~will ~~and~~continue ~~other~~to ~~sections~~demand ofproducts ~~the~~based ~~Code,~~on ~~which,~~open ~~among~~standards. ~~other~~The ~~things,~~move ~~make~~toward itopen ~~more~~standards ~~difficult~~is ~~for~~expected ~~the Ownership Test~~ to beincrease ~~satisfied~~the ~~and~~number ~~would~~of ~~limit~~providers that orwill ~~eliminate~~offer ~~certain~~services ~~tax benefits~~ to ~~so-called~~the ~~inverted corporations~~market. ~~These~~ ~~temporary~~This ~~Regulations~~trend ~~generally~~is ~~apply~~also expected to ~~transactions~~increase ~~occurring~~the onnumber orof ~~after~~competitors ~~April 4,~~who ~~2016.~~are ~~Accordingly,~~able ~~with respect~~ to ~~the~~supply products ~~Pace combination, as it occurred prior~~ to ~~that~~service ~~date,~~providers weand dothe ~~not~~enterprise ~~expect~~market ~~these~~and ~~temporary~~drive ~~Regulations~~down ~~to adversely affect~~ the ~~tax~~capital ~~status of ARRIS~~costs. ~~However,~~These ~~these~~factors ~~Regulations, among other things,~~ may ~~affect~~adversely ~~how,~~impact orboth our ~~limit~~future ~~options~~revenues ~~for~~and ~~how, ARRIS will be able to structure future acquisitions~~margins. WeIn ~~continue~~addition, tomany ~~monitor~~of ~~this~~our ~~situation,~~customers weparticipate ~~will~~in ~~review~~“technology ~~any~~pools” ~~comments~~and onincreasingly ~~these~~request ~~proposed Regulations~~ that ~~are made public,~~ we ~~will~~donate ~~review~~a ~~the~~portion ~~final~~of ~~Regulations~~our ~~when~~source ~~issued,~~code ~~and~~used ~~we will review any additional guidance issued~~ by the ~~U.S.~~customer ~~Treasury~~to ~~and~~these ~~the~~pools, ~~IRS.~~which ~~Any~~may ~~such~~impact ~~future~~our ~~guidance~~ability ~~could~~to ~~have a material adverse impact on~~recapture ~~our~~the ~~financial~~R&D ~~position~~investment ~~and~~made ~~results~~in ofdeveloping ~~operations.~~such code.

~~Section 7874~~We believe that we will be increasingly required to work with third party technology providers. As a result, we expect the shift to more open standards may require us to license software and other components indirectly to third parties via various open source or royalty-free licenses. In some circumstances, our use of such open source technology may include technology or protocols developed by standards settings bodies, other industry forums or third-party companies. The terms of the ~~Code~~open source licenses granted by such parties, or the granting of royalty-free licenses, may limit our ability to commercialize products that utilize ~~certain~~such ~~U.S.~~technology, ~~tax~~which could have a material ~~attributes.~~adverse effect on our results.

~~Following~~Our ~~the~~business ~~acquisition~~is ofconcentrated in a ~~U.S.~~couple ~~corporation~~key ~~by a non-U~~customers.S. The ~~corporation,~~loss ~~Section 7874~~ of ~~the~~any ~~Code can limit the ability~~ of ~~the~~these ~~acquired~~customers U.S. corporation and its U.S. affiliates to utilize certain U.S. tax attributes (including net operating losses and certain tax credits) to offset, during the ten-year period following the acquisition, their U.S. taxable income, or ~~related~~a ~~income~~significant ~~tax~~reduction ~~liability,~~in ~~resulting~~sales ~~from certain (a) transfers~~ to ~~related~~any ~~foreign persons~~ of ~~stock~~these orcustomers ~~other~~would ~~properties~~have ~~of the acquired U.S. corporation and its U.S. affiliates and (b) income received or accrued from related foreign persons during such period by reason of~~ a ~~license~~material ofadverse ~~any property by the acquired U.S. corporation and its U.S. affiliates (collectively,~~effect ~~“inversion gain”). Based~~ on the limited guidance available and as a result of the Pace transaction, we believe that this limitation under Section 7874 will apply and, as a result, we do not currently expect that the Company or its U.S. affiliates will be able to utilize certain U.S. tax attributes to reduce the amount of any inversion gain and/or to offset applicable U.S. federal income tax liability attributable to any inversion, but may continue to be used to reduce our ~~taxable~~ ~~income from ordinary operations~~business.

~~Changes~~For the year ended December 31, 2018, sales to our two largest customers (including their affiliates, ~~interpretations~~as applicable) accounted for approximately 30% of our total revenue. The loss of any of our large customers, ~~and~~or ~~rulings~~a ~~related~~significant reduction in the products or services provided to, Uany of them would have a material adverse impact on our business.S. For many of these customers, Uwe also are one of their largest suppliers.K. As a result, ~~Luxembourg~~if ~~and~~from ~~other~~time-to-time ~~tax~~customers elect to purchase products from our competitors in order to diversify their supplier ~~laws~~base and to dual-source key products or to curtail purchasing due to budgetary or market conditions, such decisions could ~~adversely~~have material ~~affect~~consequences ~~ARRIS~~to our business. In addition, because of the magnitude of our sales to these customers, the terms and timing of our sales are heavily negotiated, and even minor changes can have a significant impact upon our business.

~~Our business operations are subject to taxation in the U.S.~~Also, ~~U.K.,~~many ~~Luxembourg and a number~~ of ~~other jurisdictions. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect~~ our ~~financial position and results from operations. Recently, the U.S. Congress, the Organization for~~service ~~Economic~~provider ~~Co-operation~~or ~~and~~larger ~~Development~~enterprise ~~and~~customers ~~other~~have ~~government~~substantial ~~agencies~~purchasing inpower ~~jurisdictions where ARRIS~~ and ~~its~~leverage ~~affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One example is~~ in ~~the~~negotiating ~~area~~contractual ~~of “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction~~ arrangements with ~~high tax rates to a jurisdiction with lower tax rates~~us. InThese ~~this~~end ~~regard, on~~customers ~~December 22,~~may ~~2017,~~require ~~the~~us ~~President signed into law the “Tax Cuts and Jobs Act” (the “Act”). The Act significantly reforms the Internal Revenue Code of 1986, as amended. The Act, among other things, includes changes~~ to ~~U.S. federal~~develop ~~tax rates, imposes significant~~ additional ~~limitations~~product ~~on the deductibility of interest~~features, ~~imposes~~may ~~limitations~~require onpenalties ~~the~~for ~~deductibility~~non-performance of certain ~~payments between affiliates~~obligations, ~~allows~~such ~~for~~as ~~the immediate expensing of certain capital expenditures~~delivery, ~~and puts~~outages ~~into~~or ~~effect~~response ~~the~~time. ~~migration~~The ~~from~~leverage aheld ~~worldwide~~by ~~system~~these oflarge ~~taxation~~end tocustomers acould ~~territorial~~result ~~system~~in lower revenues and ~~imposes~~gross ~~several other changes to tax law on U~~margins.S. ~~corporations.~~The Asloss ~~many~~ of ~~the~~a ~~provisions~~single oflarge ~~the~~end ~~Act~~customer docould ~~not~~materially ~~come~~harm ~~into effect until 2018 and further clarification of the law is expected, the total impact on~~ our ~~financial~~business ~~position is uncertain~~ and ~~could~~operating ~~be materially adverse~~results.

~~Another~~Our ~~example~~Enterprise ~~involves~~Networks ~~“illegal~~segment ~~state aid” as determined by the EU Competition Commission, which would require EU member~~sales ~~states~~may tobe ~~recover~~impacted ~~unlawful~~as ~~aid given to multinational enterprises in the form of favorable transfer pricing treatment. As~~ a result, the tax laws, and the interpretation thereof, in the United States, the United Kingdom, Luxembourg and other countries in which ARRIS and its affiliates do business could change on a prospective or retroactive basis, including as part of ~~the treaty~~ changes that could result from the U.K.’s decision to leave the EU, and any such changes could adversely affect ARRIS and its affiliates. Further, the IRS or other applicable taxing authorities may disagree with positions we have taken in ~~our~~public ~~tax~~funding ~~filings,~~for ~~which could result in~~ the ~~requirement~~Federal toGovernment ~~pay additional tax, interest~~ and ~~penalties,~~educational ~~which amounts could be significant~~institutions.

21Customers in the Enterprise Networks segment include agencies of the U.S. Federal Government and both public and private K-12 institutions in the United States. These markets typically operate on limited budgets and depend on the U.S. federal government to provide supplemental funding. For example, the Federal Communications Commission, or FCC, through its E-rate program (also known as the Schools and Libraries Program of the Universal Service Fund), provides supplemental funding to school districts to fund upgrades to technical infrastructure, including Wi-Fi infrastructure. The most recently announced order under the E-rate program provides for a significant increase to the annual E-rate funding cap, to $3.9 billion with inflation adjustments annually, and increases funding availability from a two-year period to five-year period. However, the E-rate program continues to be subject to uncertainty regarding eligibility criteria and specific timing of actual federal funding as well as subject to further federal program guidelines and funding appropriation. This uncertainty and potential further changes to the E-rate program may affect or delay purchasing decisions by our end customers in the education market and will continue to cause fluctuations in our overall revenue forecasts and financial results and create greater uncertainty regarding the level of customer orders in this market during the term of the E-rate program. Similarly, fluctuations in the annual budgeting process for U.S. Federal Government IT spending may result in deferral or cancellation of projects from which ARRIS expected to derive revenue for the Enterprise Networks segment.

~~Table~~We may face higher costs associated with protecting our intellectual property or obtaining necessary access to the intellectual property of ~~Contents~~others.

~~Proposed~~Our ~~changes~~future success depends in part upon our proprietary technology, product development, technological expertise and distribution channels, in addition to a Unumber of important patents and licenses.S We cannot predict whether we can protect our technology or whether competitors will be able to develop similar technology independently, and such technology could be subject to challenge, unlawful copying or other unfair competitive practices. ~~Model~~Given ~~Income~~the ~~Tax~~dependence ~~Treaty~~on technology within the market in which we compete, there are frequent claims and related litigation regarding patent and other intellectual property rights. We have received, directly or indirectly, and expect to continue to receive, from third parties, including some of our competitors, notices claiming that we, or our customers using our products, have infringed upon third-party patents or other proprietary rights. We are involved in several proceedings (and other proceedings have been threatened) in which our customers were sued for patent infringement. (See Part II, Item 1, “Legal Proceedings”) In these cases our customers have made claims against us and other suppliers for indemnification. We may become involved in similar litigation involving these and other customers in the future. These claims, regardless of their merit, could result ~~adversely~~in costly litigation, divert the time, attention and resources of our management, delay our product shipments, and, in some cases, require us to enter into royalty or licensing agreements. If a claim of patent infringement against us or our customer is successful and we fail to obtain a license or develop non-infringing technology, we or our customer may be prohibited from marketing or selling products containing the infringing technology which could materially affect ~~ARRIS~~our business and operating results. In addition, the payment of any damages or any necessary licensing fees or indemnification costs associated with a patent infringement claim could be material and could also materially adversely affect our operating results.

On May 20, 2015, the U.S. Treasury released proposed revisions to the U.S. model income tax convention (the “Model”), the baseline text used by the U.S. Treasury to negotiate tax treaties. The proposed revisions address certain aspects of the Model by modifying existing provisions and introducing entirely new provisions. Specifically, the proposed revisions target (1) exempt permanent establishments, (2) special tax regimes, (3) expatriated entities, (4) the anti-treaty shopping measures of the limitation on benefits article, and (5) subsequent changes in treaty partners’ tax laws. 18

~~With~~We ~~respect~~may tonot ~~the~~realize ~~proposed changes to~~ the ~~Model~~anticipated ~~pertaining~~benefits toof ~~expatriated~~past ~~entities,~~or ~~because the Pace combination is~~future ~~otherwise subject to Section 7874~~acquisitions, ~~if applicable treaties were subsequently amended to adopt such proposed changes~~divestitures, ~~payments of interest, dividends, royalties~~ and ~~certain~~strategic ~~other items of income by ARRIS U.S. Holdings~~investments, ~~Inc.~~including ~~(our~~the ~~primary~~recently ~~U.S. holding~~completed ~~company)~~Ruckus orNetworks its U.S. affiliates to non-U.S. persons would become subject to full U.S. withholding tax at a 30% rate. This could result in material U.S. taxes being paid by recipients of payments from ARRIS Holdings and its U.S. affiliates. Additionallyacquisition, ~~revisions to the Model may influence the international community’s discussion of approaches to treaty abuse~~ and ~~harmful tax practices with respect to~~ the ~~Organization for Economic~~integration ~~Cooperation and Development’s ongoing work regarding base erosion and profit shifting. We are unable to predict the likelihood that the proposed revisions to the Model become a part~~ of ~~the~~acquired ~~Model~~companies or ~~any~~technologies ~~U.S.~~or ~~income~~divestiture ~~tax~~of ~~treaty.~~businesses ~~However,~~may ~~any revisions~~negatively toimpact aour ~~U.S.~~business ~~income tax treaty, including the proposed revisions described in this paragraph, could adversely affect ARRIS~~ and ~~its~~financial ~~affiliates~~results.

~~Consequences~~We ofhave ~~the~~acquired ~~UK’s~~or ~~delivering~~made strategic ~~notice~~investments in other companies, products, or technologies, and expect to ~~leave~~make additional acquisitions and strategic investments in the ~~European~~future. ~~Union~~For ~~could~~example, ~~materially~~in ~~adversely~~2016, ~~affect~~we acquired Pace and sold our whole-home solutions business, and in December 2017, we acquired the Ruckus Networks business. Our ability to realize the anticipated benefits from acquisitions and strategic investments involves numerous risks, including, but not limited to, the following:

In• ~~March~~The ~~2017,~~ability ~~the U.K. government delivered formal notice of its intention~~ to ~~withdraw~~satisfy ~~from~~closing ~~the~~conditions ~~European~~necessary ~~Union. As a result, it now has up~~ to ~~two~~complete ~~years to negotiate the terms of its exit, unless all the remaining member states of the European Union agree to~~ an ~~extension. Given the lack of precedent~~acquisition, itincluding isreceipt ~~unclear how the withdrawal~~ of ~~the~~applicable U.K. from the European Union will affect the U.K.’s access to the EU Single Market and other important financial and trade relationships and how it will affect us. The withdrawal could, among other outcomes, disrupt the free movement of goods, services and people between the U.K. and the European Union, undermine bilateral cooperation in key policy areas and significantly disrupt trade between the U.K. and the European Union. Additionally, absent planning and restructuring, the withdrawal will impact the application of the limitation on benefit clause under Article 24 of the U.S. – Luxembourg tax treaty to impose a full U.S. withholding tax at a 30% rate on certain payments made by ARRIS Holdings. Under current European Union rules, following the withdrawal the U.K. will not be able to negotiate bilateral trade agreements with member states of the European Union. In addition, a withdrawal of the U.K. from the European Union could significantly affect the fiscal, monetary, legal and regulatory landscape within the U.K. and could have a material impact on its economy and the future growth of its various industries, including the broadcast and broadband communication systems industry in which we operate. Although it is not possible to predict fully the effects of the withdrawal of the U.K. from the European Union, the possible exit of the U.K. from the European Union or prolonged periods of uncertainty in relation to it could have a material adverse effect on our business and our results of operations. approvals;

~~Although~~• ~~certain~~Difficulties ~~technical~~in ~~problems~~successfully ~~experienced~~integrating bythe ~~users~~acquired ~~may~~businesses ~~not~~and berealizing ~~caused~~any byexpected ~~our products~~synergies, ~~our~~including ~~business~~failure ~~and~~to ~~reputation~~integrate ~~may be~~successfully ~~harmed if users perceive our products as~~ the ~~cause~~sales ~~of a slow or unreliable network connection, or a high-profile network failure.~~ organizations;

~~Our~~• ~~products~~Unanticipated have been deployed in many different locations and user environments and are capable of providing services and connectivity to many different types of devices operating a variety of applications. The ability of our products to operate effectively can be negatively impacted by many different elements unrelated to our products. For examplecosts, ~~a user’s experience may suffer from an incorrect setting in a Wi-Fi device. Although certain technical problems experienced by users may not be caused by our products~~litigation, ~~users often may perceive the underlying cause to be a result of poor performance of the wireless network. This perception, even if incorrect, could harm our business~~ and ~~reputation.~~other ~~Similarly,~~contingent ~~a high-profile network failure may be caused by improper~~ liabilities;

22• Diversion of management’s attention from our daily operations and business;

~~Table~~• ofAdverse ~~Contents~~effects on existing business relationships with customers and suppliers;

~~operation~~• ofRisks ~~the~~associated ~~network~~with orentering ~~failure~~into ofmarkets ain ~~network~~which ~~component that~~ we ~~did~~have ~~not~~limited ~~supply,~~or ~~but~~no ~~other~~prior ~~service providers may perceive that our products were implicated, which, even if incorrect, could harm our business, operating results and financial condition.~~ experience;

If• ~~our~~Inability ~~Enterprise~~to ~~segment~~attract ~~products do not interoperate with cellular networks~~ and ~~mobile~~retain ~~devices,~~key ~~future~~employees; ~~sales of our products could be negatively affected.~~ and

~~Our~~• ~~Enterprise~~The ~~segment~~impact ~~products~~of ~~are designed~~acquisition ~~to interoperate with cellular networks~~ and ~~mobile~~integration ~~devices~~related ~~using Wi-Fi technology. These networks and devices have varied and complex specifications. As a result~~costs, wegoodwill ~~must~~or ~~attempt~~in-process toresearch ~~ensure that our products interoperate effectively with these existing~~ and ~~planned networks and devices. To meet these requirements, we must continue to undertake~~ development ~~and~~impairment ~~testing efforts that require significant capital and employee resources. We may not accomplish these development efforts quickly or cost-effectively~~charges, oramortization atcosts ~~all. If our products do not interoperate effectively, orders~~ for ~~our~~acquired ~~products~~intangible ~~could be delayed or cancelled~~assets, ~~which~~and ~~would~~acquisition ~~harm~~accounting ~~our revenue~~treatment, ~~operating~~including ~~results and our reputation, potentially resulting in~~ the loss of ~~existing~~deferred revenue and ~~potential~~increases ~~end customers. The failure of our products to interoperate effectively with cellular networks or mobile devices may result~~ in ~~significant~~the ~~warranty,~~fair ~~support~~values ~~and repair costs, divert the attention~~ of ~~our~~inventory ~~engineering personnel from our product development efforts~~ and ~~cause significant customer relations problems. In addition, our end customers may require our products to comply with new and rapidly evolving security or~~ other ~~certifications~~ ~~and~~acquired ~~standards. If our products are late in achieving or fail to achieve compliance with these certifications and standards~~assets, oron our ~~competitors~~GAAP ~~achieve compliance with these certifications and standards, such end customers may not purchase our products, which would harm our business,~~ operating results and financial condition.

The ~~continued~~Ruckus ~~industry~~Networks ~~move~~acquisition has resulted in an expansion on our current technologies, and we have established a new business unit to ~~open~~focus on this business. ~~standards~~The expansion into new technologies, markets and distributions where we have not previously operated may not be successful and may adversely impact our ~~future~~ability ~~results.~~to realize the benefits of the acquisition in the time expected or at all.

~~Our~~We ~~industry~~may ~~has~~also ~~and will continue to demand products based on open~~divest ~~standards.~~or ~~The~~reduce ~~move~~our ~~toward~~investment ~~open~~in ~~standards~~certain isbusinesses ~~expected~~or toproduct ~~increase~~lines ~~the~~from ~~number~~time ~~of providers that will offer services~~ to ~~the market~~time. ~~This~~Such ~~trend~~divestitures isinvolve ~~also~~risks, ~~expected~~such toas ~~increase~~difficulty separating ~~the~~portions ~~number~~ of ~~competitors~~our ~~who~~business, ~~are~~distracting ~~able~~employees, toincurring ~~supply~~potential ~~products~~loss toof ~~service~~revenue, ~~providers and~~negatively ~~the~~impacting ~~enterprise market~~ margins, and ~~drive~~potentially ~~down~~disrupting ~~the~~customer ~~capital costs~~relationships. ~~These~~We ~~factors~~ may ~~adversely~~also ~~impact~~incur ~~both~~significant ~~our~~costs ~~future~~associated ~~revenues~~with ~~and~~exit ~~margins.~~or Indisposal ~~addition~~activities, ~~many of our customers participate in “technology pools” and increasingly request that we~~ ~~donate~~related aimpairment ~~portion of our source code used by the customer to these pools~~charges, ~~which~~or ~~may impact our ability to recapture the R&D investment made in developing such code~~both.

We ~~believe~~have ~~that~~substantial wegoodwill ~~will be increasingly required to work with third party technology providers. As a result, we expect the shift to more open standards may require us to license software~~ and ~~other components~~amortizable ~~indirectly~~intangible ~~to third parties via various open source or royalty-free licenses~~assets. ~~In some circumstances, our use of such open source technology may include technology or protocols developed by standards settings bodies, other industry forums~~ or third-party companies. The terms of the open source licenses granted by such parties, or the granting of royalty-free licenses, may limit our ability to commercialize products that utilize such technology, which could have a material adverse effect on our results.

Our ~~business~~financial isstatements reflect ~~concentrated~~substantial ingoodwill aand ~~couple~~intangible ~~key~~assets, ~~customers~~approximately $2.2 ~~The~~billion ~~loss~~and of$1.4 ~~any~~billion, ofrespectively, ~~these~~as ~~customers~~of ~~or a significant~~December 31, ~~reduction~~2018, inthat ~~sales~~was torecognized ~~any~~in ofconnection ~~these~~with ~~customers~~acquisitions, ~~would~~including ~~have~~the aRuckus ~~material~~Networks ~~adverse effect on our business~~acquisition.

~~For~~We ~~the~~annually ~~year~~(and ~~ended~~more ~~December 31,~~frequently ~~2017,~~if ~~sales~~changes toin ~~our~~circumstances ~~two~~indicate ~~largest~~that ~~customers~~the ~~(including~~asset ~~their~~may ~~affiliates,~~be ~~as applicable~~impaired) ~~accounted~~review ~~for~~the ~~approximately~~carrying ~~37%~~amount of our ~~total~~goodwill ~~revenue.~~to ~~The~~determine whether ~~loss~~it ofhas ~~any~~been ofimpaired ~~our~~for ~~large~~accounting ~~customers~~purposes. In general, orif athe ~~significant~~fair ~~reduction~~value inof the ~~products~~corresponding orreporting unit is less ~~services~~than ~~provided~~the tocarrying ~~any~~amount of ~~them~~the ~~would~~reporting ~~have~~unit, we record an impairment. The determination of fair value is dependent upon a ~~material~~number of ~~adverse~~factors, ~~impact~~including assumptions about future cash flows and growth rates that are based on our current and long-term business plans. ~~For~~With ~~many~~respect ofto ~~these~~the ~~customers~~amortizable intangible assets, we ~~also~~test ~~are~~recoverability ~~one~~when ofevents or changes in circumstances indicate that their ~~largest~~carrying ~~suppliers~~amounts may not be recoverable. AsExamples aof ~~result~~such circumstances include, ifbut ~~from time-to-time~~are ~~customers~~not ~~elect~~limited to, ~~purchase~~operating ~~products~~or cash flow losses from ~~our~~the ~~competitors~~use inof ~~order~~such toassets ~~diversify~~or ~~their~~changes ~~supplier~~in ~~base~~our ~~and~~intended touses ~~dual-source~~of ~~key~~such ~~products~~assets. orIf towe ~~curtail~~determine ~~purchasing due~~that toan ~~budgetary~~asset or ~~market~~asset group ~~conditions,~~is ~~such~~not ~~decisions~~recoverable, ~~could~~then ~~have~~we ~~material~~would ~~consequences~~record toan ~~our~~impairment ~~business.~~charge Inif ~~addition,~~the ~~because~~carrying amount of the ~~magnitude~~asset ofor ~~our~~asset ~~sales~~group exceeds its fair value. Fair value is based on estimated discounted future cash flows expected to ~~these~~be ~~customers,~~generated by the ~~terms~~asset ~~and~~or ~~timing~~asset ofgroup. The ~~our~~assumptions ~~sales~~underlying ~~are~~cash ~~heavily~~flow ~~negotiated,~~projections ~~and~~would ~~even~~represent ~~minor changes~~management’s ~~can~~best ~~have~~estimates aat ~~significant~~the ~~impact~~time ~~upon~~of ~~our~~the ~~business~~impairment review.

23As the ongoing expected cash flows and carrying amounts of our remaining goodwill and intangible assets are assessed, changes in the economic conditions, changes to our business strategy, changes in operating performance or other indicators of impairment could cause us to realize impairment charges in the future, including as a result of restructuring undertaken in connection with the integration of acquisitions.

~~Table of Contents~~19

~~Also~~As of October 1, ~~many~~2018 (the date of our ~~service~~annual ~~provider~~impairment ortesting), ~~larger~~the ~~enterprise~~fair ~~customers~~value ~~have~~of ~~substantial purchasing~~our ~~power~~CPE reporting unit exceeded its carrying amount by 4% and, ~~leverage~~accordingly, did innot ~~negotiating~~result ~~contractual~~in ~~arrangements~~a ~~with~~goodwill usimpairment. ~~These~~Over ~~end~~the ~~customers~~last ~~may~~twelve ~~require~~months, usnear-term totrends ~~develop~~impacting ~~additional~~revenue ~~product~~and ~~features~~gross margin, ~~may~~including higher ~~require~~product ~~penalties~~costs ~~for~~associated ~~non-performance~~with ofmemory ~~certain~~and other components have decreased the amount by which the fair value exceeds the ~~obligations,~~carrying amount such asthat ~~delivery~~our CPE reporting unit could be at risk of failing the impairment test if future projections are not realized. Further, ~~outages~~the orproposed ~~response~~tariffs ~~time~~may also have an adverse impact on our business. The ~~leverage~~estimated ~~held~~fair byvalue ~~these~~of ~~large~~our ~~end~~CPE ~~customers~~reporting unit ~~could~~is ~~result~~closely inaligned ~~lower~~with ~~revenues~~the ultimate amount of revenue and ~~gross~~operating ~~margins~~income that it achieves over the projection period. ~~The~~Currently, our ~~loss~~projections ofassume alimited ~~single~~revenue ~~large~~growth ~~end~~and ~~customer~~some ~~could~~recovery ~~materially~~in ~~harm~~gross ~~our~~margins ~~business~~over current levels in subsequent years which is dependent on product cost improving and ~~operating~~ability to pass on increased costs through price increases. Our CPE reporting unit has ~~results~~approximately $1.4 billion of goodwill as of December 31, 2018.

~~Our~~In ~~Enterprise~~addition, ~~Networks~~we ~~segment~~adopted new ~~sales~~guidance ~~may~~on berevenue ~~impacted~~recognition as aof ~~result~~January 1, 2018. Based on the retrospective application of ~~changes~~this guidance in ~~public~~our ~~funding~~Cloud TV ~~for~~reporting unit, goodwill impairment of approximately $3.4 million was recognized in first quarter of 2018 resulting from the indirect ~~Federal~~effect ~~Government~~of the change in accounting principle, effecting changes in the composition and ~~educational~~ ~~institutions.~~carrying amount of the net assets.

~~Customers~~We incontinue the Enterprise Networks segment include agencies of the U.S. Federal Government and both public and private K-12 institutions in the United States. These markets typically operate on limited budgets and depend on the U.S. federal government to ~~provide supplemental funding. For example,~~evaluate the ~~Federal~~anticipated ~~Communications~~discounted ~~Commission,~~cash orflows ~~FCC,~~from ~~through its E-rate program (also known as~~ the ~~Schools~~Cloud ~~and~~TV ~~Libraries~~reporting ~~Program of the Universal Service Fund), provides supplemental funding to school districts to fund upgrades to technical infrastructure, including Wi-Fi infrastructure~~unit. ~~The~~If ~~most~~current ~~recently announced order under the E~~long-~~rate~~term ~~program~~projections ~~provides~~ for athis ~~significant~~unit ~~increase~~are not torealized ~~the~~or ~~annual~~materially ~~E-rate funding cap~~decrease, towe ~~$3.9 billion~~may ~~with inflation adjustments annually, and increases funding availability from a two-year period to five-year period. However, the E-rate program continues to~~ be ~~subject~~required to ~~uncertainty~~write ~~regarding~~off ~~eligibility~~all ~~criteria~~or ~~and~~a ~~specific~~portion ~~timing~~ of ~~actual federal funding as well as subject to further federal program guidelines and funding appropriation. This uncertainty and potential further changes to~~ the ~~E-rate~~remaining ~~program~~$26 ~~may~~million ~~affect~~of orgoodwill ~~delay purchasing decisions by our end customers in the education market~~ and ~~will continue to cause~~ ~~fluctuations~~$21 inmillion ~~our overall revenue forecasts and financial results and create greater uncertainty regarding the level~~ of ~~customer~~associated ~~orders~~intangible ~~in this market during the term of the E-rate program~~assets. Similarly, fluctuations in the annual budgeting process for U.S. Federal Government IT spending may result in deferral or cancellation of projects from which ARRIS expected to derive revenue for the Enterprise Networks segment.

WeIf ~~may~~we ~~face~~determine ~~higher~~an ~~costs~~impairment exists, ~~associated~~we ~~with~~may ~~protecting~~be ~~our~~required ~~intellectual~~to ~~property~~write off all or ~~obtaining~~a ~~necessary~~portion ~~access~~of the goodwill and associated intangible assets related to any impaired business. For additional information, see the ~~intellectual~~discussion ~~property~~under “Critical Accounting Policies” in Item 7, Management’s Discussion and Analysis of ~~others~~Financial Condition and Results of Operations.

~~Our~~Products ~~future~~currently ~~success~~under ~~depends in part upon our proprietary technology, product~~ development, technological expertise and distribution channels, in addition to a number of important patents and licenses. We cannot predict whether we can protect our technology or whether competitors will be able to develop similar technology independently, and such technology could be subject to challenge, unlawful copying or other unfair competitive practices. Given the dependence on technology within the market in which we compete, there are frequent claims and related litigation regarding patent and other intellectual property rights. We have received, directly or indirectly, and expect to continue to receive, from third parties, including some of our competitors, notices claiming that we, or our customers using our products, have infringed upon third-party patents or other proprietary rights. We are involved in several proceedings (and other proceedings have been threatened) in which our customers were sued for patent infringement. (See Part II, Item 1, “Legal Proceedings”) In these cases our customers have made claims against us and other suppliers for indemnification. We may become involved in similar litigation involving these and other customers in the future. These claims, regardless of their merit, could result in costly litigation, divert the time, attention and resources of our management, delay our product shipments, and, in some cases, require us to enter into royalty or licensing agreements. If a claim of patent infringement against us or our customer is successful and we fail to ~~obtain~~realize ~~a license or develop non-infringing technology, we or our customer may be prohibited from marketing or selling products containing the infringing technology which could~~anticipated ~~materially affect our business and operating results~~benefits. In addition, the payment of any damages or any necessary licensing fees or indemnification costs associated with a patent infringement claim could be material and could also materially adversely affect our operating results.

24Rapidly changing technologies, evolving industry standards, frequent new product introductions and relatively short product life cycles characterize the markets for our products. The technology applications that we currently are developing are subject to technological, supply chain, product development and other related risks that could delay successful delivery. The market in which we operate is subject to a rapid rate of technological change, reflected in increased development and manufacturing complexity and increasingly demanding customer requirements, all of which can result in unforeseen delivery problems. Even if the products in development are successfully brought to market, they may be late, may not be widely used or we may not be able to capitalize successfully on the developed technology. To compete successfully, we must quickly design, develop, manufacture and sell new or enhanced products that provide increasingly higher levels of performance and reliability. However, we may not be able to develop or introduce these products successfully if such products:

~~Table~~• ofare ~~Contents~~not cost-effective;

We• ~~may~~are not ~~realize~~brought ~~the~~to ~~anticipated~~market ~~benefits~~in ofa ~~past~~timely or future acquisitions, divestitures, and strategic investments, including the recently completed Ruckus Networks acquisition, and the integration of acquired companies or technologies or divestiture of businesses may negatively impact our business and financial results. manner;

We• ~~have~~fail ~~acquired or made strategic investments in other companies, products, or technologies, and expect~~ to ~~make~~achieve ~~additional~~market ~~acquisitions and~~acceptance; strategic investments in the future. For example, in 2016, we acquired Pace and sold our whole-home solutions business, and in December 2017, we acquired the Ruckus Networks business. Our ability to realize the anticipated benefits from acquisitions and strategic investments involves numerous risks, including, but not limited to, the following: or

• ~~The~~fail ~~ability~~ to ~~satisfy~~meet ~~closing~~industry ~~conditions~~certification ~~necessary to complete an acquisition, including receipt of applicable regulatory approvals;~~standards.

•Furthermore, ~~Difficulties~~our incompetitors may ~~successfully~~develop ~~integrating~~similar or alternative technologies that, if successful, could have a material adverse effect on us. Our strategic alliances are generally based on business relationships that have not been the ~~acquired~~subject ~~businesses~~of written agreements expressly providing for the alliance to continue for a significant period of time and ~~realizing~~the loss of any ~~expected~~such ~~synergies,~~strategic ~~including~~relationship ~~failure~~could tohave ~~integrate~~a ~~successfully~~material adverse ~~the~~effect ~~sales~~on ~~organizations;~~our business and results of operations.

•Defects ~~Unanticipated~~within ~~costs,~~our ~~litigation,~~products ~~and~~could ~~other~~have ~~contingent~~a ~~liabilities;~~material impact on our results.

•Many ~~Diversion~~of our products are complex technology that include both hardware and software components. It is not unusual for software, especially in earlier versions, to contain bugs that can unexpectedly interfere with expected operations. While we employ rigorous testing prior to the shipment of ~~management’s~~our ~~attention~~products, defects, including those resulting from components we purchase, can still occur from time to time. Product defects, including hardware failures, could impact our ~~daily~~reputation ~~operations~~with our customers which may result in fewer sales. In addition, depending on the number of products affected, the cost of fixing or replacing such products could have a material impact on our operating results. In some cases, we are dependent on a sole supplier for components used in our products. Defects in sole-sourced components subject us to additional risk of being able to quickly address any product issues or failures experienced by our customers as a result of the component defect and ~~business;~~could delay our ability to deliver new products until the defective components are corrected or a new supplier is identified and qualified. This could increase our costs in resolving the product issue, result in decreased sales of the impacted product, or damage our reputation with customers, any of which could have the effect of negatively impacting our operating results.

•Hardware ~~Adverse~~or ~~effects~~software ondefects could ~~existing~~also ~~business~~permit ~~relationships~~unauthorized users to gain access to our customers’ networks and/or a consumer’s home network. In addition to potentially damaging our reputation with customers, such defects may also subject us to claims for damages under agreements with our customers and ~~suppliers;~~subject us to fines by regulatory authorities.

~~• Risks associated with entering into markets in which we have limited or no prior experience;~~20

•We ~~Inability~~offer warranties of various lengths to ~~attract~~our customers on many of our products and ~~retain~~have ~~key~~established ~~employees;~~warranty reserves based on, among other things, our historic experience, failure rates and cost to repair. In the event of a significant non-recurring product failure, the amount of the warranty reserve may not be sufficient. From time to time we may also make repairs on defects that occur outside of the provided warranty period. Such costs would not be covered by the established reserves and, depending on the volume of any such repairs, may have a material adverse effect on our results from operations or financial condition.

•Our ~~The~~success ~~impact~~depends ofon ~~acquisition~~our ~~and~~ability ~~integration~~to ~~related~~attract ~~costs, goodwill or in-process research~~ and ~~development~~retain ~~impairment~~qualified personnel ~~charges, amortization costs for acquired intangible assets, and acquisition accounting treatment, including the loss of deferred revenue and increases~~ in ~~the~~all ~~fair~~facets ~~values~~ of ~~inventory and other acquired assets, on~~ our ~~GAAP operating results and financial condition~~operations.

~~The~~Competition ~~Ruckus~~for ~~Networks~~qualified personnel ~~acquisition~~is ~~has~~intense, ~~resulted~~and we may not be successful in anattracting ~~expansion~~and onretaining ~~our current~~key ~~technologies~~personnel, which could impact our ability to maintain and wegrow ~~have~~our ~~established~~operations. aOur ~~new~~future ~~business~~success ~~unit~~will depend, to ~~focus~~a significant extent, on ~~this~~the ~~business.~~ability ~~The~~of ~~expansion~~our ~~into~~management ~~new~~to operate ~~technologies~~effectively. In the past, ~~markets~~competitors and ~~distributions~~others ~~where~~have weattempted ~~have~~to ~~not~~recruit ~~previously~~our ~~operated~~employees and their attempts may ~~not~~continue. The beloss ~~successful~~of ~~and~~services ~~may~~of ~~adversely~~any ~~impact~~key ~~our ability~~personnel, the inability to ~~realize~~attract ~~the~~and ~~benefits~~retain ofqualified personnel in the ~~acquisition~~future or delays in ~~the~~hiring required ~~time~~personnel, ~~expected~~particularly orengineers atand ~~all.~~other technical professionals, could negatively affect our business.

WeOur ~~may~~ability ~~also~~to ~~divest~~sell ~~or reduce~~ our ~~investment~~ inproducts ~~certain~~is ~~businesses~~highly ordependent ~~product~~on ~~lines~~the quality ~~from time to time. Such divestitures involve risks, such as difficulty separating portions~~ of our ~~business,~~support ~~distracting~~and ~~employees,~~services ~~incurring potential loss of revenue~~offerings, ~~negatively impacting margins,~~ and ~~potentially~~our ~~disrupting~~failure ~~customer~~to ~~relationships.~~offer Wehigh ~~may~~quality ~~also~~support ~~incur~~and ~~significant~~services ~~costs~~would ~~associated~~have ~~with~~a ~~exit~~material adverse oreffect ~~disposal~~on ~~activities,~~our ~~related~~sales ~~impairment~~and ~~charges,~~results orof ~~both~~operations.

Once our products are deployed, our channel partners and end customers depend on our support organization to resolve any issues relating to our products. A high level of support is important for the successful marketing and sale of our products. In many cases, our channel partners provide support directly to our end-customers. We do not have ~~substantial~~complete ~~goodwill~~control over the level or quality of support provided by our channel partners. These channel partners may also provide support for other third-party products, which may potentially distract resources from support for our products. If we and ~~amortizable~~our ~~intangible~~channel ~~assets~~partners do not effectively assist our end customers in deploying our products, succeed in helping our end customers quickly resolve post-deployment issues or provide effective ongoing support, it would adversely affect our ability to sell our products to existing end-customers and could harm our reputation with potential end customers. In some cases, we guarantee a certain level of performance to our channel partners and end customers, which could prove to be resource-intensive and expensive for us to fulfill if unforeseen technical problems were to arise.

~~Our~~Many of our service provider ~~financial~~and ~~statements~~large ~~reflect~~enterprise ~~substantial~~end ~~goodwill~~customers have more complex networks and ~~intangible~~require ~~assets,~~higher ~~approximately~~levels ~~$2.3 billion~~of ~~and~~support $1than our smaller end customers.~~8 billion~~ If our support organization fails to meet the requirements of our service provider or large enterprise end customers, ~~respectively~~it may be more difficult to execute on our strategy to increase our sales to large end customers. In addition, asgiven the extent of ~~December 31,~~our ~~2017~~international operations, ~~that~~our ~~was~~support ~~recognized~~organization infaces ~~connection~~challenges, including those associated with ~~acquisitions~~delivering support, ~~including~~training ~~the~~and ~~recently~~documentation ~~completed~~in ~~Ruckus~~languages ~~Networks~~other ~~acquisition~~than English. As a result of these factors, our failure to maintain high quality support and services would have a material adverse effect on our business, operating results and financial condition.

We ~~annually~~are ~~(and~~dependent ~~more~~on ~~frequently~~a iflimited ~~changes~~number ~~in circumstances indicate that the asset may be impaired) review the carrying amount~~ of ~~our goodwill to determine whether it has been impaired for accounting purposes. In general~~suppliers, ifand ~~the fair value of the corresponding reporting unit is less than the carrying amount of the reporting unit,~~inability weto ~~record~~obtain anadequate ~~impairment.~~and ~~The~~timely ~~determination~~delivery of ~~fair~~supplies ~~value~~could ishave ~~dependent upon~~ a ~~number~~material ofadverse ~~factors,~~effect ~~including assumptions about future cash flows and growth rates that are based~~ on our ~~current and long-term~~ business ~~plans~~. With respect to the amortizable intangible assets, we test recoverability when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Examples of such circumstances include, but are not limited to, operating or cash flow losses from the use of such assets or changes in our intended uses of such assets. If we determine that an asset or asset group is not recoverable, then we would record an impairment

25Many components, subassemblies and modules necessary for the manufacture or integration of our products are obtained from a sole supplier or a limited group of suppliers. Likewise, we have only a limited number of potential suppliers for certain materials and hardware used in our products, and a number of our agreements with suppliers are short-term in nature. Our reliance on sole or limited suppliers, particularly foreign suppliers, and our reliance on subcontractors involves several risks including a potential inability to obtain an adequate supply of required components, subassemblies, modules and other materials and reduced control over pricing, quality and timely delivery of components, subassemblies, modules and other products. Current supply of components in the memory and passives (MLCC) categories could impact our ability to deliver on a timely basis and overall product costs. An inability to obtain adequate deliveries or any other circumstance that would require us to seek alternative sources of supply could affect our ability to ship products on a timely basis which could damage relationships with current and prospective customers and potentially have a material adverse effect on our business. Our ability to ship products could also be impacted by country laws and/or union labor disruptions. Disputes of this nature may have a material impact on our financial results.

~~Table~~Where ofwe ~~Contents~~rely on third parties to manufacture our products, our ability to supply products to our customers may be disrupted.

~~charge~~We ifoutsource the ~~carrying~~majority of ~~amount~~the manufacturing of our products to third-party manufacturers. Our reliance on these third-party manufacturers reduces our control over the ~~asset~~manufacturing orprocess ~~asset~~and ~~group~~exposes ~~exceeds~~us ~~its~~to ~~fair~~risks, ~~value~~including reduced control over quality assurance, product costs, and product supply and timing. ~~Fair~~Any ~~value~~manufacturing isdisruption ~~based~~by onthese ~~estimated~~third-party ~~discounted~~manufacturers ~~future~~could ~~cash~~severely ~~flows~~impair ~~expected~~our ability to befulfill ~~generated~~orders. byOur reliance on outsourced manufacturers also yields the ~~asset~~potential for infringement or ~~asset~~misappropriation of our ~~group~~intellectual property. ~~The~~If ~~assumptions~~we ~~underlying~~are ~~cash~~unable ~~flow~~to ~~projections~~manage ~~would~~our ~~represent~~relationships ~~management’s~~with ~~best~~these ~~estimates~~third-party atmanufacturers ~~the~~effectively, ~~time~~or ofif ~~the~~these third-party ~~impairment~~manufacturers ~~review.~~suffer delays or disruptions for any reason, experience increased manufacturing lead-times, capacity constraints or quality control problems in their manufacturing operations, or fail to meet our future requirements for timely delivery, our ability to ship products to our customers may be severely impaired, and our business and operating results could be seriously harmed.

As the ongoing expected cash flows and carrying amounts of our remaining goodwill and intangible assets are assessed, changes in the economic conditions, changes to our business strategy, changes in operating performance or other indicators of impairment could cause us to realize impairment charges in the future, including as a result of restructuring undertaken in connection with the integration of acquisitions. 21

AsThese manufacturers typically fulfill our supply requirements on the basis of ~~October 1,~~individual ~~2017~~orders. We do not have long term contracts with our third-party manufacturers that guarantee capacity, the ~~fair~~continuation ~~value~~of particular pricing terms or the extension of credit limits. Accordingly, our ~~CPE~~third-party manufacturers ~~reporting~~are ~~unit~~not ~~exceeded~~obligated ~~its~~to ~~carrying~~continue ~~amount~~to byfulfill ~~34%~~our ~~and,~~supply ~~accordingly~~requirements, ~~did~~which ~~not~~could result in asupply ~~goodwill~~shortages, ~~impairment.~~and ~~Over~~ the prices ~~last~~we ~~twelve~~are ~~months,~~charged ~~near-term~~for ~~trends~~manufacturing ~~impacting~~services ~~revenue~~could ~~and~~be ~~gross~~increased ~~margin~~on short notice. In addition, ~~including~~as ~~higher~~a ~~product~~result ~~costs~~of ~~associated~~fluctuating ~~with~~global financial ~~memory~~market ~~pricing~~conditions, ~~pressures~~natural ~~have~~disasters ~~decreased~~or ~~the~~other ~~amount~~causes, byit ~~which~~is ~~the~~possible ~~fair~~that ~~value~~any ~~exceeds~~of ~~the~~our manufacturers could experience interruptions ~~carrying~~in ~~amount~~production, ~~such~~cease ~~that~~operations or alter our ~~CPE~~current ~~reporting~~arrangements. ~~unit~~If ~~could~~our bemanufacturers atare ~~risk~~unable ofor ~~failing~~unwilling ~~step~~to continue manufacturing our products in required volumes, we will be required to identify one ofor more acceptable alternative manufacturers. Additionally, with the ~~impairment~~current ~~test~~U.S. iftrade ~~future~~tariff ~~projections~~environment, we are ~~not~~transitioning ~~realized~~manufacturing for many impacted products to non-tariff countries. It ~~The~~is ~~estimated~~time-consuming ~~fair~~and ~~value~~costly ofand ~~our~~changes ~~CPE~~in ~~reporting~~our ~~unit~~third-party ismanufacturers ~~closely~~or ~~aligned~~manufacturing ~~with~~locations ~~the~~may ~~ultimate~~cause ~~amount~~significant ofinterruptions ~~revenue~~in ~~and~~supply ~~operating~~if ~~income~~the ~~that~~manufacturers ithave ~~achieves~~difficulty ~~over~~manufacturing ~~the~~products ~~projection~~to ~~period~~our specification. AtAs ~~this~~a ~~time~~result, our ~~projections~~ability ~~assume~~to ~~modest~~meet ~~revenue~~our scheduled ~~growth~~product ~~and~~deliveries ~~some~~to ~~recovery~~our incustomers ~~gross~~could ~~margins~~be ~~over~~adversely ~~current~~affected, ~~levels~~which could cause the loss of sales to existing or potential customers, delayed revenue or an increase in ~~subsequent~~our ~~years~~costs. ~~Our~~Any ~~CPE~~production ~~reporting~~interruptions ~~unit~~for ~~has~~any ~~approximately~~reason, such as a natural disaster, ~~$1.4 billion~~epidemic, capacity shortages or quality problems, at one of ~~goodwill~~our asmanufacturers would negatively affect sales of ~~December 31,~~our ~~2017.~~product lines manufactured by that manufacturer and adversely affect our business and operating results.

~~During~~We ~~the~~are ~~fourth~~subject ~~quarter~~to ofthe ~~2017~~economic, ~~we determined the carrying~~political ~~amount~~and ofsocial ~~our~~instability ~~Cloud~~risks ~~TV reporting unit~~ associated with ~~our~~doing ~~ActiveVideo~~business ~~acquisition~~in ~~exceeded~~certain ~~its~~foreign ~~fair value, and as such have recorded a partial goodwill impairment of $51~~countries.~~2 million~~ ~~as of December 31, 2017, of which $17.9 million is attributable to noncontrolling interest.~~

InFor ~~addition,~~ the ~~Company~~year ~~will~~ended ~~adopt new guidance on revenue recognition as of January~~December 131, 2018., Asapproximately a41% ~~result~~ of ~~retrospective~~our ~~application~~sales ofwere ~~this~~made ~~guidance~~outside inof ~~our~~the ~~Cloud~~United TVStates. ~~reporting~~In ~~unit~~addition, ana ~~additional~~significant ~~goodwill~~portion ~~impairment~~ of ~~approximately~~our $5products are ~~million~~currently tomanufactured $8or ~~million~~assembled ~~is expected to be recognized~~ in ~~first~~Brazil, ~~quarter~~China ofand ~~2018 resulting~~Mexico. ~~from~~As ~~the~~a ~~indirect effect of the change in accounting principle~~result, ~~effecting~~we ~~changes~~are inexposed ~~the~~to ~~composition~~risk ~~and carrying amount~~ of ~~the~~international ~~net assets.~~ operations, including:

We• ~~continue~~fluctuations toin ~~evaluate~~currency ~~the~~exchange anticipated discounted cash flows from the Cloud TV reporting unit. If current long-term projections for this unit are not realized or materially decrease, we may be required to write off all or a portion of the remaining $30 million of goodwill and $30 million of associated intangible assets. rates;

If• weinflexible ~~determine~~employee ancontracts ~~impairment exists, we may be required to write off all~~ or alabor ~~portion~~laws ofin the ~~goodwill~~event ~~and~~of ~~associated intangible assets related to any impaired~~ business. ~~For additional information, see the discussion under “Critical Accounting Policies” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~ downturns;

~~Products~~• ~~currently~~compliance ~~under~~with ~~development~~United ~~may~~States ~~fail~~and toforeign ~~realize~~laws ~~anticipated~~concerning ~~benefits.~~trade and employment practices;

~~Rapidly~~• ~~changing technologies, evolving industry standards, frequent new product introductions and relatively short product life cycles characterize~~ the ~~markets~~challenges ~~for~~inherent our products. The technology applications that we currently are developing are subject to technological, supply chain, product development and other related risks that could delay successful delivery. The market in ~~which~~consistently wemaintaining ~~operate~~compliance iswith ~~subject~~the toForeign aCorrupt ~~rapid~~Practice ~~rate~~Act ~~of technological change, reflected in increased development~~ and ~~manufacturing~~similar ~~complexity~~laws ~~and increasingly demanding customer requirements, all of which can result~~ in ~~unforeseen~~other delivery problems. Even if the products in development are successfully brought to market, they may be late, may not be widely used or we may not be able to capitalize successfully on the developed technology. To compete successfully, we must quickly design, develop, manufacture and sell new or enhanced products that provide increasingly higher levels of performance and reliability. However, we may not be able to develop or introduce these products successfully if such products: jurisdictions;

• ~~are~~the ~~not~~imposition ~~cost-effective~~of government controls;

26• difficulties in obtaining or complying with export license requirements;

~~Table~~• oflabor ~~Contents~~unrest, including strikes, and difficulties in staffing;

• ~~are~~security ~~not brought to market in a timely manner~~concerns;

• ~~fail~~economic toboycott ~~achieve~~for ~~market~~doing ~~acceptance;~~business orin certain countries;

• ~~fail~~coordinating tocommunications ~~meet~~among ~~industry~~and ~~certification~~managing ~~standards.~~international operations;

~~Furthermore,~~• ~~our~~currency competitors may develop similar or alternative technologies that, if successful, could have a material adverse effect on us. Our strategic alliances are generally based on business relationships that have not been the subject of written agreements expressly providing for the alliance to continue for a significant period of time and the loss of any such strategic relationship could have a material adverse effect on our business and results of operations. controls;

~~Defects~~• ~~within~~changes ~~our~~in ~~products~~tax ~~could~~and ~~have~~trade alaws, ~~material~~including ~~impact~~tariffs, onthat increase our ~~results.~~local costs;

~~Many~~• ofexposure ~~our products are complex technology that include both hardware and software components. It is not unusual for software, especially in earlier versions,~~ to ~~contain~~heightened ~~bugs~~corruption ~~that~~risks; can unexpectedly interfere with expected operations. While we employ rigorous testing prior to the shipment of our products, defects, including those resulting from components we purchase, can still occur from time to time. Product defects, including hardware failures, could impact our reputation with our customers which may result in fewer sales. In addition, depending on the number of products affected, the cost of fixing or replacing such products could have a material impact on our operating results. In some cases, we are dependent on a sole supplier for components used in our products. Defects in sole-sourced components subject us to additional risk of being able to quickly address any product issues or failures experienced by our customers as a result of the component defect and could delay our ability to deliver new products until the defective components are corrected or a new supplier is identified and qualified. This could increase our costs in resolving the product issue, result in decreased sales of the impacted product, or damage our reputation with customers, any of which could have the effect of negatively impacting our operating results.

~~Hardware~~• orreduced ~~software~~protection defects could also permit unauthorized users to gain access to our customers’ networks and/or a consumer’s home network. In addition to potentially damaging our reputation with customers, such defects may also subject us to claims for ~~damages~~intellectual ~~under~~property ~~agreements with our customers and subject us to fines by regulatory authorities~~rights.

WePolitical ~~offer~~instability and ~~warranties~~military ofand ~~various~~terrorist ~~lengths~~activities tomay ~~our customers on many of our products and~~ have ~~established~~significant ~~warranty~~impacts ~~reserves based~~ on, ~~among other things,~~ our ~~historic~~customers’ ~~experience,~~spending ~~failure~~in ~~rates~~these regions and ~~cost~~can tofurther enhance ~~repair.~~many ~~In the event~~ of ~~a significant non-recurring product failure,~~ the ~~amount~~risks ofidentified ~~the warranty reserve may not be sufficient~~above. ~~From~~Any ~~time~~of tothese ~~time we~~risks ~~may~~could ~~also~~impact ~~make~~our ~~repairs~~sales, oninterfere ~~defects~~with ~~that~~the ~~occur~~operation ~~outside~~ of ~~the~~our ~~provided~~facilities and ~~warranty~~result ~~period.~~in ~~Such~~reduced ~~costs~~production, ~~would~~increased ~~not be covered by the established reserves and~~costs, ~~depending~~or ~~on the volume of any such repairs~~both, ~~may~~which could have aan ~~material~~ adverse effect on our ~~results from operations or~~ financial ~~condition~~results.

~~Our~~We ~~success~~depend ~~depends~~ on ~~our~~channel ~~ability~~partners to ~~attract~~sell our products in certain regions and ~~retain~~are ~~qualified~~subject ~~personnel~~to inrisks ~~all~~associated ~~facets~~with ~~of our~~these ~~operations~~arrangements.

~~Competition~~We ~~for~~utilize ~~qualified personnel is intense~~distributors, ~~and we may not be successful in attracting and~~ ~~retaining~~value-added ~~key personnel~~resellers, ~~which~~system ~~could~~integrators, ~~impact~~and ~~our~~manufacturers’ ~~ability~~representatives to ~~maintain~~sell ~~and grow~~ our ~~operations.~~products ~~Our future success will depend,~~ to acertain ~~significant~~customers ~~extent,~~and in oncertain ~~the~~geographic ~~ability~~regions ofto improve our ~~management~~access to ~~operate~~these ~~effectively.~~customers Inand ~~the~~regions ~~past, competitors~~ and ~~others have attempted~~ to ~~recruit~~lower our ~~employees~~overall ~~and~~cost ~~their~~of ~~attempts~~sales ~~may~~and ~~continue~~post-sales support. ~~The~~Our ~~loss~~sales ofthrough ~~services~~channel ofpartners ~~any~~are ~~key~~subject ~~personnel, the inability~~ to ~~attract~~a ~~and~~number ~~retain~~of ~~qualified personnel in the future or delays in hiring required personnel~~risks, ~~particularly engineers and other technical professionals, could negatively affect our business.~~ including:

~~Our~~• ability ~~to sell our products is highly dependent on the quality~~ of our ~~support~~selected ~~and~~channel ~~services~~partners ~~offerings, and our failure~~ to ~~offer~~effectively ~~high~~sell ~~quality support and services would have a material adverse effect on~~ our ~~sales~~products ~~and~~to ~~results~~end ~~of operations.~~ customers;

~~Once~~• our ~~products~~ability ~~are~~to ~~deployed,~~continue ~~our~~ channel ~~partners~~partner ~~and~~arrangements ~~end~~into ~~customers~~the ~~depend~~future onsince ~~our~~most ~~support~~are ~~organization~~for toa ~~resolve~~limited ~~any~~term ~~issues~~and ~~relating~~ subject to ~~our~~mutual ~~products.~~agreement Ato ~~high level of support is important for the successful~~ extend;

27• a reduction in gross margins realized on sale of our products;

~~Table~~• ofcompliance ~~Contents~~by our channel partners with our policies and procedures as well as applicable laws; and

~~marketing~~• ~~and~~a ~~sale~~diminution of ~~our~~contact ~~products.~~with ~~In many cases, our channel partners provide support directly to our~~ end~~-customers.~~ We do not have complete control over the level or quality of support provided by our channel partners. These channel partners may also provide support for other third-party products, which may potentially distract resources from support for our products. If we and our channel partners do not effectively assist our end customers ~~in deploying our products~~which, ~~succeed~~over ~~in helping our end customers quickly resolve post-deployment issues or provide effective ongoing support~~time, itcould ~~would~~ adversely ~~affect~~impact our ability to ~~sell~~develop ~~our~~new products ~~to existing~~that ~~end-customers~~meet ~~and could harm our reputation with potential end~~ customers.’ Inevolving some cases, we guarantee a certain level of performance to our channel partners and end customers, which could prove to be resource-intensive and expensive for us to fulfill if unforeseen technical problems were to ariserequirements.

Many of our service provider and large enterprise end customers have more complex networks and require higher levels of support than our smaller end customers. If our support organization fails to meet the requirements of our service provider or large enterprise end customers, it may be more difficult to execute on our strategy to increase our sales to large end customers. In addition, given the extent of our international operations, our support organization faces challenges, including those associated with delivering support, training and documentation in languages other than English. As a result of these factors, our failure to maintain high quality support and services would have a material adverse effect on our business, operating results and financial condition. 22

We ~~are~~depend ~~dependent~~ on acloud ~~limited~~computing ~~number~~infrastructure ofoperated ~~suppliers,~~by third-parties and ~~inability~~any todisruption ~~obtain~~in ~~adequate~~these ~~and~~operations ~~timely delivery of supplies~~ could ~~have~~adversely aaffect ~~material adverse effect on~~ our business.

~~Many~~For ~~components, subassemblies and modules necessary for the manufacture or integration of~~ our ~~products~~service ~~are obtained from a sole supplier or a limited group of suppliers. Likewise~~offerings, ~~we have only a limited number of potential suppliers for certain materials and hardware used~~ in ~~our~~particular ~~products, and a number of~~ our ~~agreements with suppliers are short~~Wi-~~term~~Fi-related incloud ~~nature. Our reliance on sole or limited suppliers~~services, ~~particularly~~we ~~foreign~~rely ~~suppliers, and our reliance~~ on ~~subcontractors~~third-parties ~~involves~~to ~~several~~provide ~~risks~~cloud ~~including~~computing ainfrastructure ~~potential~~that ~~inability to obtain an~~offers ~~adequate~~storage ~~supply of required components~~capabilities, ~~subassemblies,~~data ~~modules~~processing and other ~~materials~~services. ~~and~~We ~~reduced~~currently ~~control~~operate ~~over~~our ~~pricing,~~cloud-dependent ~~quality~~services ~~and~~using ~~timely~~Amazon ~~delivery~~Web ofService (“AWS”) ~~components,~~or ~~subassemblies,~~Google ~~modules~~Compute ~~and~~Engine ~~other products~~(“GCE”). AnWe ~~inability~~cannot toeasily ~~obtain~~switch ~~adequate~~our ~~deliveries~~AWS or ~~any~~ ~~other~~GCE ~~circumstance~~operations ~~that would require us~~ to ~~seek~~another cloud ~~alternative~~provider. ~~sources~~Any disruption of ~~supply~~or ~~could~~interference ~~affect~~with our ~~ability~~use toof ~~ship~~these ~~products~~cloud onservices awould ~~timely~~impact ~~basis~~our ~~which~~operations ~~could damage relationships with current~~ and ~~prospective customers and potentially have a material adverse effect on~~ our business~~. Our ability to ship products~~ could ~~also~~ be ~~impacted~~adversely ~~by country laws and/or union labor disruptions~~impacted. ~~Disputes of this nature may have a material impact on our financial results.~~

~~Where~~Problems faced by our third-party cloud services, with the telecommunications network providers with whom we ~~rely~~or onthey ~~third~~contract, ~~parties~~or towith ~~manufacture~~the systems by which our ~~products~~telecommunications providers allocate capacity among their customers, including us, could adversely affect the experience of our ~~ability~~end tocustomers. ~~supply~~If ~~products~~AWS and GCE are unable to keep up with our ~~customers~~needs for capacity, this could have an adverse effect on our business. Any changes in third-party cloud services or any errors, defects, disruptions, or other performance problems with our applications could adversely affect our reputation and may bedamage ~~disrupted~~our end customers’ stored files or result in lengthy interruptions in our services. Interruptions in our services might adversely affect our reputation and operating results, cause us to issue refunds or service credits, subject us to potential liabilities, or result in contract terminations.

We ~~outsource~~and ~~the majority of the manufacturing of~~ our ~~products~~end tocustomers ~~third-party~~may ~~manufacturers.~~be ~~Our reliance on these third-party~~subject ~~manufacturers~~to ~~reduces~~complex ~~our~~and ~~control~~evolving ~~over~~U.S. ~~the~~and ~~manufacturing~~foreign ~~process~~laws and ~~exposes~~regulations usregarding ~~to risks~~privacy, ~~including~~data ~~reduced~~protection ~~control over quality assurance, product costs,~~ and ~~product~~other ~~supply~~matters and ~~timing.~~violations of ~~Any manufacturing disruption by~~ these ~~third-party~~laws ~~manufacturers could~~and ~~severely~~regulations ~~impair~~may ~~our~~result ~~ability~~in toclaims, ~~fulfill~~changes ~~orders. Our reliance on outsourced manufacturers also yields the potential for infringement or misappropriation of our intellectual property. If we are unable~~ to ~~manage~~ our ~~relationships~~business ~~with these third-party manufacturers effectively~~practices, ormonetary ~~if these third-party manufacturers suffer delays or disruptions for any reason~~penalties, ~~experience~~ increased ~~manufacturing~~costs ~~lead-times,~~of ~~capacity constraints or quality control problems in their manufacturing~~ operations, and/or ~~fail~~other toharms ~~meet our future requirements for timely delivery, our ability~~ to ~~ship products to~~ our ~~customers may be severely impaired, and our~~ business ~~and operating results could be seriously harmed~~.

~~These~~There ~~manufacturers~~has ~~typically~~been ~~fulfill~~an ~~our~~increase in ~~supply~~laws in Europe, the U.S. and elsewhere imposing requirements onfor the ~~basis~~handling of ~~individual~~personal ~~orders~~data, including data of employees, consumers and business contacts as well as privacy-related matters. WeFor doexample, ~~not~~several ~~have~~U.S. ~~long~~states, ~~term~~including ~~contracts~~recently ~~with~~California, ~~our~~have ~~third-party~~adopted ~~manufacturers~~legislation requiring companies to protect the security of personal information that ~~guarantee~~they ~~capacity~~collect from consumers over the Internet, and more states have proposed similar legislation in the ~~continuation~~future. ofForeign ~~particular~~data ~~pricing~~protection, ~~terms~~privacy, orand other laws and regulations can be more restrictive than those in the ~~extension~~U.S. In May 2018 the EU General Data Protection Regulation (“GDPR”) went into effect. Similar regulations are now scheduled to go into effect in the second quarter of ~~credit~~2019 ~~limits~~in Brazil and India. ~~Accordingly~~GDPR is designed to harmonize data privacy laws across Europe, to protect ~~our~~and ~~third-party~~empower ~~manufacturers~~all ~~are~~EU ~~not~~citizens ~~obligated~~data privacy and to reshape the way organizations across the region approach data privacy. Compliance with the GDPR and the similarly proposed regulations in other countries has required, and will continue to ~~fulfill~~require, ~~our~~changes ~~supply~~to ~~requirements~~existing products, ~~which~~designs of future products, internal ~~could~~and ~~result~~external insoftware ~~supply~~systems, ~~shortages~~including our web sites, and ~~the~~changes ~~prices~~to wemany ~~are~~company processes and policies. Failure to comply with GDPR or other privacy regulations could cause significant penalties and loss of business.

28In addition, some countries are considering legislation requiring local storage and processing of data that, if enacted, could increase the cost and complexity of offering our solutions or maintaining our business operations in those jurisdictions. The introduction of new solutions or expansion of our activities in certain jurisdictions may subject us to additional laws and regulations. Our channel partners and end customers also may be subject to such laws and regulations in the use of our products and services.

~~Table~~These U.S. federal and state and foreign laws and regulations, which often can be enforced by private parties or government entities, are constantly evolving. In addition, the application and interpretation of ~~Contents~~these laws and regulations are often uncertain, and may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices and may be contradictory with each other. For example, a government entity in one jurisdiction may demand the transfer of information forbidden from transfer by a government entity in another jurisdiction. If our actions were determined to be in violation of any of these disparate laws and regulations, in addition to the possibility of fines, we could be ordered to change our data practices, which could have an adverse effect on our business and results of operations and financial condition. There is also a risk that we, directly or as the result of a third-party service provider we use, could be found to have failed to comply with the laws or regulations applicable in a jurisdiction regarding the collection, consent, handling, transfer, or disposal of personal data, which could subject us to fines or other sanctions, indemnification claims from customers as well as adverse reputational impact.

~~charged~~Compliance ~~for~~with ~~manufacturing~~these existing ~~services~~and ~~could~~proposed belaws ~~increased~~and onregulations ~~short~~can ~~notice.~~be ~~In addition~~costly, asincrease aour ~~result~~operating ofcosts ~~fluctuating~~and ~~global~~require ~~financial~~significant ~~market~~management ~~conditions~~time and attention, ~~natural~~and ~~disasters~~failure orto ~~other~~comply ~~causes,~~can itresult ~~is possible~~in ~~that~~negative ~~any~~publicity ofand ~~our~~subject ~~manufacturers~~us ~~could~~to ~~experience~~inquiries ~~interruptions~~or ~~in production~~investigations, ~~cease~~claims ~~operations~~ or other ~~alter~~remedies, ~~our~~including ~~current~~fines ~~arrangements.~~or Ifdemands ~~our~~that ~~manufacturers~~we ~~are~~modify ~~unable~~ or ~~unwilling~~cease toexisting ~~continue~~business ~~manufacturing~~practices. ~~our~~Channel ~~products~~partners inand ~~required~~end ~~volumes, we will~~customers bemay ~~required~~demand ~~to identify one~~ or ~~more~~request ~~acceptable~~additional ~~alternative~~functionality ~~manufacturers.~~in Itour isproducts ~~time-consuming~~or ~~and~~services ~~costly~~that ~~and~~they ~~could~~believe beare ~~impractical~~necessary toor ~~begin~~appropriate to ~~use~~comply with ~~new~~such ~~manufacturers,~~laws and ~~changes~~regulations, inwhich ~~our~~can ~~third-party~~cause ~~manufacturers~~us ~~may~~to ~~cause~~incur significant ~~interruptions~~additional ~~in supply~~costs ifand ~~the~~can ~~new~~delay ~~manufacturers~~or ~~have~~impede ~~difficulty~~the ~~manufacturing~~development of ~~products~~new ~~to our specification~~solutions. AsIn ~~a result~~addition, ~~our~~there ~~ability~~is toa ~~meet~~risk ~~our~~that ~~scheduled~~failures ~~product~~in ~~deliveries~~systems designed to ~~our~~protect ~~customers could be adversely affected~~private, ~~which~~personal ~~could~~or ~~cause~~proprietary ~~the~~data held ~~loss~~by ofus ~~sales to existing~~ or ~~potential~~our ~~customers,~~channel ~~delayed~~partners ~~revenue~~and orend ancustomers ~~increase~~using in our ~~costs.~~solutions ~~Any~~will ~~production~~allow ~~interruptions~~such ~~for~~data ~~any~~to ~~reason,~~be ~~such~~disclosed asto aor ~~natural~~seen ~~disaster,~~by ~~epidemic~~others, resulting ~~capacity~~in ~~shortages~~application orof ~~quality~~regulatory ~~problems~~penalties, atenforcement ~~one~~actions, ofremediation ~~our~~obligations, ~~manufacturers~~private ~~would~~litigation ~~negatively~~by parties whose ~~affect~~data ~~sales~~were ofimproperly ~~our~~disclosed, ~~product~~or ~~lines~~claims ~~manufactured~~from byour ~~that~~channel ~~manufacturer~~partners and ~~adversely~~end ~~affect~~customers ~~our~~for ~~business~~costs ~~and~~or ~~operating~~damages ~~results.~~they incur.

~~We are subject to the economic, political and social instability risks associated with doing business in certain foreign countries.~~ 23

~~For~~The ~~the~~planned ~~year~~upgrade ~~ended December 31, 2017, approximately 34.2%~~ of our ~~sales~~enterprise ~~were~~resource ~~made~~planning ~~outside of the United States. In addition, a significant portion of our products are manufactured or assembled in~~(“ERP”) ~~Brazil,~~software ~~Mexico~~solution ~~and~~could ~~Taiwan. As a~~ result, wein ~~are~~significant ~~exposed~~disruptions to ~~risk~~our ~~of international~~ operations,. ~~including:~~

•We ~~fluctuations~~have initiated the process of upgrading our ERP software solution to a newer, cloud-based version. We expect the upgrade for our financial reporting systems to be completed in ~~currency~~2019. ~~exchange~~Implementation ~~rates;~~of the upgraded solution will have a significant impact on our business processes and information systems. The transition will require significant change management, meaningful investment in capital and personnel resources, and coordination of numerous software and system providers and internal business teams. We may experience difficulties as we manage these changes and transitions to the upgraded systems, including loss or corruption of data, delayed shipments, decreases in productivity as personnel implement and become familiar with new systems and processes, unanticipated expenses (including increased costs of implementation or costs of conducting business), and lost revenues. Difficulties in implementing the upgraded solution or significant system failures could disrupt our operations, divert management’s attention from key strategic initiatives, and have an adverse effect on our capital resources, financial condition, results of operations, or cash flows. In addition, any delays in completing the upgrade process could exacerbate these transition risks as well as expose us to additional risks in the event that the support for our existing ERP software solution is reduced or eliminated.

•The ~~inflexible~~import ~~employee~~of ~~contracts~~our orproducts ~~labor~~is ~~laws~~subject into trade regulations and could be impacted by orders prohibiting the ~~event~~importation of ~~business~~products. ~~downturns;~~

•The ~~compliance~~import of our products into the United States and certain other countries is subject to the trade regulations in the countries where they are imported. Products may be subject to customs duties that we pay to the applicable government agency and then collect from our customers in connection with the sale of the imported products. The amount of the customs duty owed, if any, is based on classification of the products within the applicable customs regulations. A significant portion of our overall shipments import into the United States, any change to trade regulations may challenge our classifications and the amount of any duty or tax payable. While we believe that our products have been properly classified, the U.S. Customs Agency or other applicable foreign ~~laws~~regulatory ~~concerning~~agencies, may challenge our classifications and the amount of any duty payable. For example, we currently have a case pending in the U.S. Court of International Trade regarding the challenge by the U.S. Customs Agency with respect to certain digital television adapters that we import into the United States and believe are duty free. If it is ultimately determined that a product has been misclassified for customs purposes, we may be required to pay additional duties for products previously imported and we may not be successful in collecting the increased duty from the customer that purchased the products. In addition, we could be required to pay interest and/or fines to the applicable regulator, which amounts could be significant and negatively impact our results of operations. Further, if we do not comply with the applicable trade regulations, delivery of products to customers may be delayed which could negatively impact our sales and results ~~employment~~of ~~practices;~~operations.

•From ~~the~~time ~~challenges~~to ~~inherent~~time, inwe, our ~~consistently~~customers ~~maintaining~~and ~~compliance~~our suppliers, may be subject to proceedings at the U.S. International Trade Commission (the “ITC”) with respect to alleged infringement of U.S. patents. If the ~~Foreign~~ITC ~~Corrupt~~finds ~~Practice~~a ~~Act~~party ~~and~~infringed ~~similar~~a ~~laws~~U.S. inpatent, ~~other~~it ~~jurisdictions;~~can issue an exclusion order barring importation into the United States of the product that infringes, or includes components, of the product that infringes the identified patents. An exclusion order impacting our products could have a material adverse effect on our revenues and results of operations.

•Our ~~the~~stock ~~imposition~~price ofhas ~~government~~been ~~controls;~~and may continue to be volatile.

•Our ~~difficulties~~ordinary inshares ~~obtaining~~are traded on The NASDAQ Global Select Market. The trading price of our shares has been and may continue to be subject to large fluctuations. Our stock price may increase or ~~complying~~decrease ~~with~~in ~~export~~response ~~license~~to ~~requirements;~~a number of events and factors including:

• ~~labor~~future ~~unrest,~~announcements ~~including~~concerning ~~strikes~~us, ~~and~~key ~~difficulties~~customers inor ~~staffing~~competitors;

• ~~security~~variations ~~concerns~~in operating results from period to period;

• ~~economic~~changes ~~boycott~~in ~~for~~financial ~~doing~~estimates ~~business~~and inrecommendations ~~certain~~by ~~countries~~securities analysts;

• ~~coordinating~~developments ~~communications~~with ~~among~~respect ~~and~~to ~~managing~~technology ~~international~~or ~~operations~~litigation;

• ~~currency~~the ~~controls~~operating and stock price performance of our competitors; and

• ~~changes~~acquisitions ~~in tax~~ and ~~trade laws that increase our local costs;~~financings.

•Fluctuations ~~exposure~~in tothe ~~heightened~~stock market, ~~corruption~~generally, ~~risks;~~also ~~and~~impact the volatility of our stock price. General stock market movements may adversely affect the price of our ordinary shares, regardless of our operating performance.

•Our ~~reduced~~business ~~protection~~is ~~for~~subject ~~intellectual~~to ~~property~~the ~~rights~~risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by manmade problems such as network security breaches, computer software or system errors or viruses, or terrorism.

~~Political~~We ~~instability~~ and ~~military~~our contract manufacturers maintain facilities in many areas known for seismic activity including the San Francisco Bay area and ~~terrorist~~eastern ~~activities~~Asia. ~~may~~A significant natural disaster, such as an earthquake, a fire or a flood, occurring near any of our major facilities, or near the facilities of our contract manufacturers, could have ~~significant~~a ~~impacts~~material adverse impact on our ~~customers’~~business, ~~spending~~operating inresults ~~these~~and ~~regions~~financial condition. In addition, we have major development and ~~can~~support ~~further~~operations ~~enhance~~concentrated ~~many~~in ofIndia. ~~the~~A ~~risks~~natural ~~identified~~disaster ~~above~~in this location could have a material adverse impact on our support operations. ~~Any~~In addition, natural disasters, acts of ~~these~~ ~~risks~~terrorism or war could ~~impact~~cause disruptions in our ~~sales~~or our customers’ businesses, ~~interfere~~our ~~with~~suppliers’ or manufacturers’ operations or the ~~operation~~economy ofas a whole. We also rely on IT systems to operate our ~~facilities~~business and ~~result~~to incommunicate ~~reduced~~among ~~production~~our workforce and with third parties. For example, ~~increased~~we ~~costs~~use business management and communication software products provided by third parties, such as Oracle, Microsoft Online, SAP and salesforce.com, and security flaws or ~~both~~outages in such products would adversely affect our operations. Any disruption to these systems, ~~which~~whether caused by a natural disaster or by manmade problems, such as power disruptions, could ~~have~~adversely anaffect our ~~adverse~~business. ~~effect~~To onthe extent that any such disruptions result in delays or cancellations of customer orders or impede our ~~financial~~suppliers’ and/or our manufacturers’ ability to timely deliver our products and product components, or the deployment of our products, our business, operating results. and financial condition would be adversely affected.

29 24

~~Table~~Cyber-security incidents, including data security breaches or computer viruses, could harm our business by disrupting our delivery of ~~Contents~~services, damaging our reputation or exposing us to liability.

We ~~depend~~receive, onprocess, ~~channel~~store and ~~partners~~transmit, tooften ~~sell~~electronically, ~~our~~the ~~products~~confidential indata ~~certain~~of ~~regions~~our clients and ~~are~~others. ~~subject~~Unauthorized access to our computer systems or stored data could result in the theft or improper disclosure of confidential information, the deletion or modification of records or could cause interruptions in our operations. These cyber-security risks increase when we transmit information from one location ~~associated~~to ~~with~~another, ~~these~~including ~~arrangements~~transmissions over the Internet or other electronic networks. Despite implemented security measures, our facilities, systems and procedures, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, software viruses, misplaced or lost data, programming and/or human errors or other similar events which may disrupt our delivery of services or expose the confidential information of our clients and others.

WeIn ~~utilize distributors~~addition, ~~value-added~~defects ~~resellers,~~in the ~~system~~hardware ~~integrators,~~or ~~and manufacturers’~~software ~~representatives~~we todevelop and sell, or in their implementation by our ~~products~~customers, could also result in unauthorized access to ~~certain~~our customers’ and/or inconsumers’ ~~certain~~networks. ~~geographic~~Any ~~regions~~security tobreach ~~improve~~involving ~~our~~the ~~access~~misappropriation, toloss ~~these~~or other unauthorized disclosure or use of confidential information of our customers ~~and~~or ~~regions~~others, whether by us or a third party, could (i) subject us to civil and criminal penalties, (ii) have a negative impact on our reputation, or (iii) expose us to ~~lower~~liability to our ~~overall~~customers, ~~cost~~third parties or government authorities. Any of ~~sales~~these developments could have a material adverse effect on our business, results of operations and ~~post-sales~~financial ~~support~~condition. ~~Our~~We ~~sales~~have ~~through~~not experienced any such incidents that have had material consequences to ~~channel~~date. ~~partners~~We ~~are~~expect ~~subject~~the U.S. and other countries to aadopt ~~number~~additional ofcyber-security ~~risks~~legislation that, ~~including:~~if enacted, could impose additional obligations upon us that may negatively impact our operating results.

•We ~~ability~~have ofnot ~~our~~historically ~~selected~~paid ~~channel~~cash ~~partners~~dividends. ~~to effectively sell our products to end customers;~~

•We have not historically paid cash dividends on our ordinary shares. In addition, our ability to ~~continue~~pay ~~channel~~dividends ~~partner~~is ~~arrangements~~limited ~~into~~by the terms of our credit facilities. Payment of dividends in the future ~~since~~will ~~most~~depend ~~are~~on, ~~for~~among aother ~~limited~~things, ~~term~~business conditions, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and ~~subject~~other tofactors ~~mutual~~that ~~agreement~~our toboard ~~extend;~~of directors may deem relevant.

•As a ~~reduction~~result of shareholder voting requirements in ~~gross~~the ~~margins~~United Kingdom, ~~realized~~we onhave ~~sale~~less flexibility with respect to certain aspects of ~~our~~capital ~~products;~~management.

•Under ~~compliance~~English law, our directors may issue new ordinary shares up to a maximum amount equal to the allotment authority granted to the directors under our articles of association or by an ordinary resolution of our ~~channel~~shareholders, ~~partners~~subject to a five-year limit on such authority. Additionally, subject to specified exceptions, English law grants preemptive rights to existing shareholders to subscribe for new issuances of shares for cash but allows shareholders to waive these rights by way of a special resolution with respect to any particular allotment of shares or generally, subject to a five-year limit on such waiver. Our articles of association contain, as permitted by English law, a provision authorizing our ~~policies~~Board to issue new shares for cash without preemptive rights. The authorization of the directors to issue shares without further shareholder approval and ~~procedures~~the asauthorization ~~well~~of asthe ~~applicable~~waiver ~~laws;~~of the statutory preemption rights must both be renewed by the shareholders at least every five years, and we cannot provide any assurance that these authorizations always will be approved, which could limit our ability to issue equity and, thereby, adversely affect the holders of our ordinary shares. While we do not believe that English laws relating to our capital management will have a material adverse effect on us, situations may arise where the flexibility to provide certain benefits to our shareholders is not available under English law.

•Any aattempted ~~diminution~~takeovers of ~~contact~~us ~~with~~will ~~end~~be ~~customers~~governed ~~which,~~by ~~over time, could adversely impact our ability to develop new products that meet customers’ evolving requirements~~English law.

WeAs ~~depend~~a onU.K. ~~cloud~~incorporated company, ~~computing~~we ~~infrastructure~~are ~~operated~~subject to English law. An English public limited company is potentially subject to the protections afforded by the ~~third-parties~~U.K. Takeover Code if, among other factors, a majority of its directors are resident within the U.K., the Channel Islands or the Isle of Man. We do not believe that the U.K. Takeover Code applies to us, and, ~~any~~as ~~disruption~~a result, our articles of association include measures similar to what may be found in the charters of U.S. companies, including the power for our Board to allot shares where ~~these~~in ~~operations~~the ~~could~~opinion ~~adversely~~of ~~affect~~the Board it is necessary to do so in the context of an acquisition of 20% or more of the issued voting shares in specified circumstances (this power is subject to renewal by our ~~business~~shareholders at least every five years and will cease to be applicable if the U.K. Takeover Code is subsequently deemed to be applicable to ARRIS). Further, it could be more difficult for us to obtain shareholder approval for a merger or negotiated transaction because the shareholder approval requirements for certain types of transactions differ, and in some cases, are greater under English law. The provisions of our articles of association and English law may have an anti-takeover impact on us and our ordinary shares.

For our service offerings, in particular our Wi-Fi-related cloud services, we rely on third-parties to provide cloud computing infrastructure that offers storage capabilities, data processing and other services. We currently operate our cloud-dependent services using Amazon Web Service (“AWS”) or Google Compute Engine (“GCE”). We cannot easily switch our AWS or GCE operations to another cloud provider. Any disruption of or interference with our use of these cloud services would impact our operations and our business could be adversely impacted. 25

~~Problems~~Transfers ~~faced~~of by our ~~third-party~~ordinary ~~cloud services~~shares, ~~with~~other ~~the~~than ~~telecommunications~~one ~~network providers with whom we or they contract, or with the systems~~ effected by ~~which~~means ~~our~~of ~~telecommunications providers allocate capacity among their customers, including us, could adversely affect~~ the ~~experience~~transfer of ~~our~~book-entry ~~end~~interests ~~customers. If AWS and GCE are unable to keep up with our needs for capacity, this could have an adverse effect on our business. Any changes~~ in ~~third-party~~the ~~cloud~~Depository ~~services~~Trust orCompany ~~any errors~~(“DTC”), ~~defects, disruptions, or other performance problems with our applications could adversely affect our reputation and~~ may ~~damage~~be our end customers’ stored files or result in lengthy interruptions in our services. Interruptions in our services might adversely affect our reputation and operating results, cause us to issue refunds or service credits, subject us to ~~potential~~U.K. ~~liabilities, or result in contract terminations~~stamp duty.

~~Because~~Substantially all of ~~the~~our outstanding ~~nature~~shares are currently represented by book-entry interests in DTC. Transfers of ~~information~~our ~~that~~ordinary ~~may~~shares ~~pass~~within ~~through~~DTC orshould not be ~~stored~~subject onto ~~our~~stamp ~~solutions~~duty or ~~networks,~~stamp weduty reserve tax (“SDRT”) provided no instrument of transfer is entered into and no election that applies to our ~~end~~ordinary ~~customers~~shares ~~may~~is bemade ~~subject~~or tohas ~~complex~~been ~~and~~made ~~evolving~~by DTC or Cede, its nominee, under Section 97A of the U.SK. ~~and~~Finance ~~foreign~~Act ~~laws~~1986. ~~and~~In this regard DTC has confirmed that neither DTC nor Cede (its nominee) has made an election under ~~regulations~~Section 97A ~~regarding~~of ~~privacy~~the Finance Act that would affect our shares issued to Cede. If such an election is or has been made, ~~data~~transfers of ~~protection~~our ~~and~~ordinary ~~other~~shares ~~matters~~within ~~and~~DTC ~~violations~~generally will be subject to SDRT at the rate of ~~these~~0.5% ~~complex~~of ~~and~~the ~~dynamic~~amount ~~laws,~~or ~~rules~~value ~~and~~of ~~regulations~~the ~~may~~consideration. Transfers ~~result~~of our ordinary shares held in ~~claims,~~certificated ~~changes~~form generally will be subject to ~~our~~stamp ~~business~~duty ~~practices,~~at ~~monetary~~the ~~penalties,~~rate ~~increased~~of ~~costs~~0.5% of ~~operations~~the consideration given (rounded up to the nearest £5). SDRT will also be chargeable on an agreement to transfer such shares, although such ~~and/~~liability would be discharged if stamp duty is duly paid on the instrument of transfer implementing such agreement within a period of six years from the agreement. Subsequent transfer of our ordinary shares to an issuer of depository receipts or ~~other~~into ~~harms~~a clearance system (including DTC) may be subject to SDRT at a rate of 1.5% of the consideration given or received or, in certain cases, the value of our ~~business~~ordinary shares transferred. The purchaser or transferee of the ordinary shares generally will be responsible for paying any stamp duty or SDRT payable.

~~There~~Item ~~has been an increase in laws in Europe, the U~~1B.S. ~~and~~Unresolved ~~elsewhere~~Staff imposing requirements for the handling of personal data, including data of employees, consumers and business contacts as well as privacy-related matters. For example, several U.S. states have adopted legislation requiring companies to protect the security of personal information that they collect from consumers over the Internet, and more states may adopt similar legislation in the future. Foreign data protection, privacy, and other laws and regulations can be more restrictive than those in the U.S. In 2016 the EU Parliament approved the EU General Data Protection Regulation (“GDPR”) which replaces the Data Protection Directive 95/46/EC. GDPR was designed to harmonize data privacy laws across Europe, to protect and empower all EU citizens data privacy and to reshape the way organizations across the region approach data privacy. Compliance with the GDPR will require changes to existing products, designs of future products, internal and external software systems, including our web sites, and changes to many company processes and policies. Failure to comply with GDPR, which becomes effective in May of 2018, could cause significant penalties and loss of business. Comments

30No unresolved staff comments.

~~Table~~Item of2. ~~Contents~~Properties

InOur ~~addition,~~corporate ~~some countries~~ headquarters are ~~considering~~in ~~legislation~~Suwanee, ~~requiring~~Georgia. ~~local~~We ~~storage~~own ~~and processing~~sites ofin ~~data that~~Apodaca, ifMexico; ~~enacted~~Cary, ~~could~~North ~~increase~~Carolina; ~~the cost~~ and ~~complexity~~Horsham, ~~of offering our solutions or maintaining our business operations in those jurisdictions~~Pennsylvania. ~~The~~We ~~introduction~~operate ~~of new solutions or expansion of our activities in certain~~manufacturing ~~jurisdictions~~and ~~may~~warehouse ~~subject~~facilities, usresearch toand ~~additional~~development, ~~laws~~administrative and ~~regulations.~~sales ~~Our~~offices ~~channel~~in ~~partners~~various ~~and~~locations ~~end~~in ~~customers~~the ~~also~~United ~~may~~States and bein ~~subject~~many toforeign ~~such~~countries. ~~laws~~These ~~and~~properties ~~regulations~~are ingenerally ~~the~~used ~~use~~by each of our ~~products~~operating ~~and services~~segments.

~~These~~As ~~U.S.~~of ~~federal and state and foreign laws and regulations~~December 31, 2018, ~~which~~we ~~often~~have ~~can~~approximately be62 ~~enforced~~principal byleased ~~private parties or government entities~~facilities, ~~are constantly~~23 ~~evolving. In addition, the application and interpretation~~ of ~~these~~which ~~laws and regulations~~ are ~~often~~in ~~uncertain,~~North ~~and~~America ~~may be interpreted~~ and ~~applied~~39 inconsistently from country to country and inconsistently with our current policies and practices and may be contradictory with each other. For example, a government entity in one jurisdiction may demand the transfer of ~~information~~which ~~forbidden~~are ~~from transfer by a government entity~~ in ~~another~~other ~~jurisdiction~~countries. Larger Ifleased ~~our~~sites ~~actions~~include ~~were~~properties ~~determined~~located ~~to be~~ in ~~violation~~Bangalore, ofIndia; ~~any of these disparate laws and regulations~~Beaverton, inOregon; ~~addition~~Boca ~~to the possibility of fines~~Raton, weFlorida; ~~could be ordered to change our data practices~~Linkoping, ~~which could have an adverse effect on our business and results of operations and financial~~Sweden; ~~condition.~~Lisle, ~~There~~Illinois; isLowell, ~~also~~Massachusetts; aManaus, ~~risk~~Brazil; ~~that we~~Paris, ~~directly~~France; orSaltaire, asUnited ~~the~~Kingdom; ~~result~~Santa ofClara, aCalifornia; ~~third-party~~San ~~service~~Diego, California; ~~provider~~San ~~we use~~Jose, ~~could~~California; ~~be found to have failed to comply with the laws or regulations applicable in a jurisdiction regarding the collection~~Shenzhen, ~~consent, handling,~~China; ~~transfer~~Suwanee, orGeorgia; ~~disposal of personal data~~Tijuana, ~~which~~Mexico; ~~could~~and ~~subject us to fines or other sanctions~~Wallingford, ~~as well as adverse reputational impact~~Connecticut.

~~Compliance~~We ~~with~~believe ~~these~~that ~~existing~~our ~~and proposed laws and regulations can be costly~~existing facilities, ~~increase~~including ~~our~~both ~~operating~~owned ~~costs~~ and ~~require significant management time and attention~~leased, ~~and~~are ~~failure to comply can result~~ in ~~negative~~ ~~publicity~~good condition and ~~subject~~suitable usfor tothe ~~inquiries~~conduct orof ~~investigations,~~our ~~claims or other remedies, including fines or demands that we modify or cease existing~~ business ~~practices~~. ~~Channel~~We ~~partners~~generally ~~and end customers may demand or request additional~~consider ~~functionality in our products or services~~ that ~~they~~the ~~believe~~facilities are ~~necessary~~being orappropriately ~~appropriate~~utilized ~~to comply with such laws~~ and ~~regulations,~~that ~~which~~they ~~can~~have ~~cause~~enough usproduction tocapacity ~~incur~~for ~~significant~~their ~~additional~~present ~~costs~~intended ~~and can delay or impede the development of new solutions~~purposes. In ~~addition,~~The ~~there~~extent isof autilization ~~risk~~of ~~that~~such ~~failures~~facilities invaries ~~systems~~from ~~designed~~location to ~~protect~~location ~~private, personal or proprietary data held by us or our channel partners~~ and ~~end~~from ~~customers~~time ~~using our solutions will allow such data~~ to betime ~~disclosed~~during tothe oryear. ~~seen~~For ~~by others,~~additional ~~resulting~~information inregarding ~~application~~our ~~of regulatory penalties, enforcement actions, remediation~~ obligations, ~~private~~under ~~litigation~~property ~~by parties whose data were improperly disclosed~~leases, orsee ~~claims~~Note ~~from~~24 ~~our~~Commitments ~~channel partners~~ and ~~end~~Contingencies ~~customers~~of ~~for~~Notes ~~costs~~to orthe ~~damages they~~Consolidated ~~incur.~~Financial Statements.

~~The~~Item ~~planned upgrade of our enterprise resource planning (“ERP”) software solution could result in significant disruptions to our operations~~3. Legal Proceedings

We have ~~initiated the process of upgrading our ERP software solution to a newer~~been, ~~cloud-based~~ ~~version.~~and We expect in the ~~upgrade~~future to be, ~~completed in 2019. Implementation of the upgraded solution will have~~ a ~~significant~~party ~~impact~~to onvarious ~~our~~legal ~~business~~proceedings, ~~processes~~investigations ~~and~~or ~~information systems~~claims. ~~The~~ ~~transition~~In ~~will~~accordance ~~require~~with ~~significant~~applicable ~~change management~~accounting guidance, we ~~meaningful~~record ~~investment~~accruals infor ~~capital~~certain ~~and personnel resources, and coordination~~ of ~~numerous~~our ~~software~~outstanding ~~and~~legal ~~system~~proceedings ~~providers~~when ~~and~~it ~~internal~~is ~~business~~probable ~~teams.~~that Wea ~~may~~liability ~~experience~~will ~~difficulties~~be asincurred ~~we manage these changes~~ and ~~transitions to~~ the ~~upgraded~~ ~~systems,~~amount ~~including~~of loss orcan ~~corruption~~be ofreasonably ~~data,~~estimated. ~~delayed~~We ~~shipments~~evaluate, ~~decreases~~at inleast ~~productivity~~on asa ~~personnel~~quarterly ~~implement and become familiar with new systems and processes~~basis, ~~unanticipated~~developments ~~expenses~~in ~~(including~~our ~~increased~~legal ~~costs~~proceedings ~~of implementation~~ or ~~costs of~~ ~~conducting~~other ~~business),~~claims ~~and~~that ~~lost~~could ~~revenues.~~affect ~~Difficulties in implementing~~ the ~~upgraded~~amount ~~solution~~of orany ~~significant system failures could disrupt our operations~~accrual, ~~divert~~as ~~management’s~~well ~~attention~~as ~~from~~any ~~key~~developments ~~strategic~~that ~~initiatives,~~would ~~and~~result ~~have~~in ana ~~adverse~~loss ~~effect~~contingency onto ~~our~~become ~~capital~~both ~~resources,~~probable ~~financial~~and ~~condition,~~reasonably ~~results of operations, or cash flows~~estimable. InWhen ~~addition,~~a ~~any~~loss ~~delays~~contingency inis ~~completing~~not ~~the~~both ~~upgrade~~probable ~~process~~and ~~could~~reasonably ~~exacerbate~~estimable, ~~these~~we ~~transition~~do ~~risks as well as expose us to additional risks in the event that the~~not ~~support~~record ~~for~~a ~~our~~loss ~~existing ERP software solution is reduced or eliminated~~accrual.

~~The~~If ~~import~~the loss (or an additional loss in excess of ~~our~~any ~~products~~prior accrual) is ~~subject~~reasonably topossible ~~trade~~and ~~regulations~~material, we disclose an estimate of the possible loss or range of loss, if such estimate can be made. The assessment whether a loss is probable or reasonably possible and whether the loss or ~~could~~a range of loss is estimable, involves a series of complex judgments about future events. Even if a loss is reasonably possible, we may not be ~~impacted~~able byto ~~orders~~estimate ~~prohibiting~~a range of possible loss, particularly where (i) the ~~importation~~damages sought are substantial or indeterminate, (ii) the proceedings are in the early stages, or (iii) the matters involve novel or unsettled legal theories or a large number of ~~products~~parties. In such cases, there is considerable uncertainty regarding the ultimate resolution of such matters, including the amount of any possible loss. We are currently unable to reasonably estimate the possible loss or range of possible loss for any of the matters identified below. The results in litigation are unpredictable and an adverse resolution of one or more of such matters not included in the estimate provided, or if losses are higher than what is currently estimated, it could have a material adverse effect on our business, financial position, results of operations or cash flows.

~~The~~Due ~~import~~to the nature of our business, ~~products~~we ~~into~~are ~~the~~subject ~~United~~to ~~States~~patent infringement claims, including current suits against us or one or more of our wholly-owned subsidiaries or one or more of our customers who may seek indemnification from us. We believe that we have meritorious defenses to the allegations made in the pending cases and ~~certain~~intend ~~other~~to ~~countries~~vigorously isdefend ~~subject~~these lawsuits; however, we are unable currently to forecast the ~~trade~~ultimate outcome ~~regulations~~of these or similar matters. In addition, we are a defendant in various litigation matters generally arising out of the normal ~~countries~~course ~~where~~of ~~they~~business. Except as described below, we are ~~imported.~~not ~~Products~~party ~~may~~to (nor have indemnification claims been made with respect to) any proceedings that are, or reasonably are expected to be, ~~subject~~material to ~~customs~~our ~~duties~~business, results of operations or financial condition. However, since it is difficult to predict the outcome of legal proceedings, it is possible that the ultimate outcomes could materially and adversely affect our business, financial position, results of operations or cash flows. Accordingly, with respect to these proceedings, we ~~pay~~are currently unable to reasonably estimate the possible loss or range of possible loss.

31 26

~~Table~~ChanBond v. MSOs, C.A. 15-cv-00848, et al, District of ~~Contents~~Delaware (RGA). On September 21, 2015, ChanBond filed suit against several MSOs alleging infringement of three U.S. Patents. Certain of our customers have requested that we provide indemnification. Requests for Inter Partes Review (“IPR”) by ARRIS of the asserted patents were denied on procedural grounds. The complaint requests unspecified damages for infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, ARRIS may be required to indemnify the MSOs and/or pay damages for utilizing certain technology.

~~applicable~~Chrimar ~~government agency and then collect from our customers in connection with the sale of the imported products~~v. ~~The~~Ruckus Wireless, ~~amount of the customs duty owed~~Inc., ifC.A. ~~any~~16-cv-00186, isNorthern ~~based~~District ~~on classification~~ of ~~the~~ ~~products within the applicable customs regulations~~California. AOn ~~significant~~July ~~portion~~1, ~~of our overall shipments import into the United States~~2015, ~~any~~Chrimar ~~change~~filed tosuit ~~trade~~against ~~regulations~~Ruckus ~~may~~alleging infringement ~~challenge our classifications and the amount~~ of ~~any~~four ~~duty or tax payable. While we believe that our products have been properly classified, the~~ U.S. ~~Customs~~Patents. ~~Agency~~The orcase ~~other~~has ~~applicable~~been ~~foreign~~stayed ~~regulatory~~pending ~~agencies,~~completion ~~may~~of ~~challenge~~IPR ~~our~~proceedings ~~classifications~~contesting ~~and~~ the ~~amount~~validity of ~~any duty payable~~the patents. ~~For~~All ~~example,~~four weof ~~currently~~these IPRs have aresulted ~~case pending~~ in ~~the~~a ~~U.S.~~final ~~Court~~written ofdecision ~~International~~invalidating ~~Trade regarding~~ the ~~challenge~~asserted byclaims, ~~the~~however ~~U.S.~~Chrimar ~~Customs~~has filed ~~Agency~~a ~~with~~notice ~~respect~~of toappeal. ~~certain~~The ~~digital~~complaint ~~television~~requests ~~adapters~~unspecified ~~that~~damages wefor ~~import~~infringement ~~into the United States~~ and ~~believe~~injunction ~~are~~against ~~duty~~future ~~free~~infringement. To Ifdate, itno isevidence ~~ultimately~~of ~~determined~~infringement ~~that~~or ~~a product~~damages has been ~~misclassified~~introduced. ~~for~~It ~~customs~~is ~~purposes,~~premature ~~we may be required~~ to ~~pay~~assess ~~additional duties for products previously imported and we may not be successful in collecting~~ the ~~increased~~likelihood ~~duty~~of ~~from~~an ~~the customer that purchased the products~~unfavorable outcome. In ~~addition,~~ ~~we could be required to pay interest and/or fines to~~ the ~~applicable~~event ~~regulator, which amounts could be significant and negatively impact our results~~ of ~~operations.~~an ~~Further~~unfavorable outcome, if we ~~do not comply with the applicable trade regulations, delivery of products to customers~~ may be ~~delayed~~required ~~which~~pay ~~could~~damages ~~negatively~~for ~~impact~~utilizing ~~our~~certain ~~sales and results of operations~~technology.

~~From~~Hera ~~time~~Wireless toet ~~time~~al. v. ARRIS, ~~we,~~C.A. ~~our customers and our suppliers~~1:17-cv-00948, ~~may~~District beof ~~subject to proceedings at the U~~Delaware.S. ~~International~~On ~~Trade~~July ~~Commission~~14, ~~(the~~2017, ~~“ITC”)~~Hera ~~with~~Wireless ~~respect~~filed tosuit ~~alleged~~against ARRIS alleging infringement of three U.S. patents. IfIPR ~~the~~petitions ~~ITC~~have ~~finds~~been afiled ~~party~~against ~~infringed~~all aasserted Upatents.S. ~~patent,~~The itcomplaint ~~can issue~~requests anunspecified ~~exclusion~~damages ~~order~~for ~~barring~~infringement. ~~importation~~To ~~into~~date, ~~the~~no ~~United~~evidence ~~States~~ of ~~the~~infringement ~~product that infringes,~~ or ~~includes~~damages ~~components,~~has ofbeen ~~the product that infringes the identified patents~~introduced. ~~For~~It ~~example,~~is ~~one~~premature ~~of our customers was recently found by the ITC~~ to ~~infringe~~assess ~~certain patents and~~ the ~~ITC~~likelihood ~~has~~of ~~issued~~ an ~~order~~unfavorable ~~prohibiting us from importing the identified products, even though ARRIS products were found not to infringe the patents in question~~outcome. ~~The~~In ~~customer has appealed~~ the ~~ITC’s~~event ~~decision and has also implemented changes in their system to disable the features found by the ITC to infringe the patent. We expect that U.S. Customs and Border Protection, which is in charge~~ of ~~enforcing~~an ~~the~~unfavorable ~~ITC exclusion order~~outcome, ~~will~~ARRIS ~~find that, as a result of the changes implemented by the customer, the products no longer infringe and we~~ may ~~import~~be ~~the~~required ~~products into the U.S.~~ to ~~sell~~pay todamages ~~the~~for ~~customer. However, if the timing of the decision by U.S. Customs and Border Protection is delayed, or not provided at~~utilizing ~~all,~~certain ~~or if the appeal of the ITC decision is not successful, our revenues and results of operations would be significantly reduced~~technology.

~~Our~~In Re ARRIS Cable ~~stock~~Modem ~~price~~Consumer ~~has~~Litigation, C.A. 5:17-cv-01834, Northern District of California. On March 31, 2017, Carlos Reyna, on behalf of himself and others similarly situated filed a putative class action lawsuit against ARRIS alleging that the SB6190 modem which includes the Intel Puma 6 chipset is defective. Other state court complaints have been filed but are stayed pending the outcome of the California action. The plaintiff alleges violation of the California Song-Beverly Consumer Warranty Act, California Consumer Legal Remedies Act, California False Advertising Law, and ~~may~~California ~~continue~~Unfair Competition Law. It is premature to beassess the ~~volatile~~likelihood of an unfavorable outcome. In the event of an unfavorable outcome, we may be required to pay damages.

~~Our~~RealTime ~~ordinary~~Adaptive Streaming ~~shares~~v. ~~are~~EchoStar ~~traded~~et onal., ~~The~~C.A. ~~NASDAQ~~17-cv-02097, ~~Global~~District ~~Select~~of Colorado. On November 6, 2017, RealTime Adaptive Streaming ~~Market~~filed an amended complaint alleging that ARRIS products infringe two U.S. patents. The ~~trading~~complaint ~~price~~requests unspecified damages for infringement and injunction against future infringement. To date, no evidence of ~~our~~infringement ~~shares~~or damages has been ~~and~~introduced. ~~may~~It is ~~continue~~premature to beassess ~~subject~~the tolikelihood ~~large~~of ~~fluctuations.~~an ~~Our~~unfavorable ~~stock~~outcome. ~~price~~In ~~may~~the ~~increase~~event orof ~~decrease~~an inunfavorable ~~response~~outcome, toARRIS amay ~~number~~be ofrequired to ~~events~~pay ~~and~~damages ~~factors~~for ~~including:~~utilizing certain technology.

•Rovi ~~future~~et ~~announcements~~al. ~~concerning~~v. usComcast et al., ~~key~~C.A. ~~customers~~1:16-cv-09826, orSouthern ~~competitors~~District of New York; 337-TA-1001, International Trade Commission. On April 1, 2016, Rovi filed suit against Comcast and several equipment vendors (including ARRIS and Pace) alleging infringement of 15 U.S. patents alleged to cover various program guide technology. On April 6, 2016, Rovi filed a complaint in the International Trade Commission (ITC) alleging infringement of seven U.S. patents (the same as those asserted in the New York suit). The ITC found Comcast in violation of two patents by various remote programming features, (both of which have now been ruled invalid by the Patent Trial and Appeal Board), while also finding that ARRIS set-top boxes do not infringe the patents. In an example of what we believe is clear administrative authority overreach, the ITC thereby issued an exclusion order against Comcast from causing ARRIS to import non-infringing set-top boxes for use in Comcast’s system. Comcast has removed the remote programming feature held infringing by the ITC, and U.S. Customs and Border Protection has ruled to allow ARRIS to import set-top products for use in Comcast’s redesigned network. ARRIS and Comcast are appealing the ITC verdict. Until the matter is resolved, there remains a risk that U.S. Customs and Border Protection improperly applies the ITC’s exclusion order, which could then result in delays on the delivery of ARRIS’s products.

•Rovi ~~variations~~et al. v. Comcast et al., 337-TA-1103, International Trade Commission. On February 8, 2018, Rovi filed a new complaint in ~~operating~~the ~~results~~International Trade Commission (ITC) alleging Comcast infringes eight U.S. patents controlled by Rovi and its affiliates. The ITC investigation has been terminated with respect to five of the patents. While ARRIS has been properly excluded from ~~period~~being a party to ~~period;~~the complaint, in the event that the ITC finds Comcast to have committed a violation with respect to the patents, and again oversteps its bounds with respect to jurisdiction, ARRIS may be barred from importing set top boxes into the U.S. based on Comcast’s purely domestic activity, over which ARRIS has no control, and which bar would have a materially adverse impact on our results.

•Sprint ~~changes~~Communications v. TWC, C.A. 11-cv-2686 etc., District of Kansas. On December 19, 2011, Sprint filed suit against several MSOs alleging infringement of several patents alleged to cover various aspects of voice services. Certain of our customers have requested that we provide indemnification. The complaint requests unspecified damages for past infringement and injunction against future infringement. At an initial trial, Sprint was awarded $140 million in ~~financial~~damages ~~estimates~~from Time Warner Cable. It is premature to assess the likelihood of an unfavorable outcome on any indemnity claims. In the event of an unfavorable outcome, ARRIS may be required to indemnify the MSOs and/or ~~recommendations~~pay bydamages ~~securities~~for ~~analysts;~~utilizing certain technology. With respect to any liability attributable to Motorola Home in this matter, a subsidiary of Google has agreed to indemnify ARRIS.

~~• developments with respect to technology or litigation;~~27

•TQ Delta v. MSOs, C.A. 15-cv-00611; 15-cv-00615, etc., District of Delaware. On July 17, 2015, TQ Delta filed suit against several MSOs alleging infringement of several U.S. patents. Certain of our customers have requested that we provide indemnification. The case has been stayed pending the ~~operating~~outcome of IPR proceedings. All of the asserted patents now have final written decisions by the Patent Trial and ~~stock~~Appeal ~~price~~Board ~~performance~~invalidating all asserted claims as a result of ~~our~~IPRs. ~~competitors;~~TQ Delta has filed a notice of appeal. The complaint requests unspecified damages for past and future infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, we may be required to indemnify the MSOs and/or pay damages for utilizing certain technology.

•TQ ~~acquisitions~~Delta v. 2Wire Inc., C.A. 13-cv-01835, District of Delaware. On November 4, 2013, TQ Delta filed suit against 2Wire alleging infringement of several U.S. patents. The complaint requests unspecified damages for past infringement and ~~financings~~an injunction against future infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, we may be required to pay damages for utilizing certain technology.

~~Fluctuations~~XR inCommunications v. ~~the~~Ruckus ~~stock market~~Wireless, ~~generally~~Inc., XR ~~also~~Communications ~~impact~~v. ~~the~~ARRIS, C.A. ~~volatility~~4:18-cv-01992, Northern District of ~~our~~California; ~~stock~~and 8:18-cv-00192, ~~price~~Central District of California. ~~General~~On ~~stock~~April 21, ~~market~~2017, ~~movements~~XR ~~may~~Communications ~~adversely~~filed ~~affect~~suit against Ruckus in the ~~price~~Central District of ~~our~~California ~~ordinary~~alleging ~~shares,~~infringement ~~regardless~~ of ~~our~~three U.S. patents. The case was subsequently transferred to the Northern District ~~operating~~of ~~performance~~California. ~~Volatility~~On inFebruary ~~our~~2, ~~stock~~2018 ~~price~~XR ~~will~~Communications ~~also~~filed ~~impact~~suit ~~the~~against ~~fair~~ARRIS ~~value~~alleging ~~determination~~infringement of ~~our~~the ~~outstanding~~same ~~warrants~~three ~~with~~U.S. ~~customers~~patents. ARRIS AIPR ~~significant~~petitions ~~increase~~have ininstituted ~~our~~against ~~stock~~two ~~price~~of ~~while~~the wethree ~~are~~patents ~~required~~at toissue, ~~mark-to-market~~while the ~~fair~~third ~~value~~patent has an IPR by another party that has been instituted. The litigation has been stayed pending completion of the ~~outstanding~~IPR ~~warrants~~proceedings. toThe ~~customers~~complaints ~~may~~request ~~increase~~unspecified damages ~~the~~for ~~reduction~~past inand ~~revenues~~future weinfringement. ~~are~~It ~~required~~is premature to ~~record~~assess ~~under~~ the ~~required~~likelihood ~~accounting~~of ~~treatment~~an ~~for~~unfavorable outcome. In the ~~warrants~~event ~~which~~of ~~could~~an ~~have~~unfavorable aoutcome, ~~significant~~ARRIS ~~impact~~may onbe ~~our~~required ~~operating~~to ~~results.~~cease using and/or pay damages for utilizing certain technology.

32In the acquisition agreement entered into in connection with the acquisition of the Motorola Home business, a subsidiary of Google agreed to indemnify, defend and hold harmless ARRIS and various related parties with respect to, among other things, any losses suffered by ARRIS as a result of a court order involving, or the settlement of, certain agreed-upon litigation, including the Sprint lawsuit described above, that reference this indemnification obligation. There are various limitations upon this obligation.

~~Table~~From time to time third parties demand that we or our customers enter into license agreements with respect to patents owned, or allegedly owned, by the third parties. Such demands cause us to dedicate time to study the patents and enter into discussions with the third parties regarding the merits and value, if any, of ~~Contents~~the patents. These discussions may materialize into license agreements or patent claims asserted against us or our customers. If asserted against our customers, our customers may request indemnification from us. It is not possible to determine the impact of any such demands and the related discussions on ARRIS’s business, results of operations or financial condition.

~~Our~~Item ~~business~~4. isMine ~~subject~~Safety to the risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by manmade problems such as network security breaches, computer software or system errors or viruses, or terrorism. Disclosures

WeNot and our contract manufacturers maintain facilities in many areas known for seismic activity including the San Francisco Bay Area and eastern Asia. A significant natural disaster, such as an earthquake, a fire or a flood, occurring near any of our major facilities, or near the facilities of our contract manufacturers, could have a material adverse impact on our business, operating results and financial condition. In addition, we have major development and support operations concentrated in India. A natural disaster in this location could have a material adverse impact on our support operations. In addition, natural disasters, acts of terrorism or war could cause disruptions in our or our customers’ businesses, our suppliers’ or manufacturers’ operations or the economy as a whole. We also rely on IT systems to operate our business and to communicate among our workforce and with third parties. For example, we use business management and communication software products provided by third parties, such as Oracle, Microsoft Online, SAP and salesforce.com, and security flaws or outages in such products would adversely affect our operations. Any disruption to these systems, whether caused by a natural disaster or by manmade problems, such as power disruptions, could adversely affect our business. To the extent that any such disruptions result in delays or cancellations of customer orders or impede our suppliers’ and/or our manufacturers’ ability to timely deliver our products and product components, or the deployment of our products, our business, operating results and financial condition would be adversely affected. Applicable

~~Cyber-security~~Item ~~incidents,~~4A. ~~including~~Executive ~~data~~Officers ~~security~~and ~~breaches~~Board ~~or computer viruses, could harm our business by disrupting our delivery of services, damaging our reputation or exposing us to liability.~~ Committees

WeExecutive ~~receive,~~Officers ~~process, store and transmit, often electronically, the confidential data~~ of ~~our clients and others. Unauthorized access to our computer systems or stored data could result in~~ the ~~theft~~Company or improper disclosure of confidential information, the deletion or modification of records or could cause interruptions in our operations. These cyber-security risks increase when we transmit information from one location to another, including transmissions over the Internet or other electronic networks. Despite implemented security measures, our facilities, systems and procedures, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, software viruses, misplaced or lost data, programming and/or human errors or other similar events which may disrupt our delivery of services or expose the confidential information of our clients and others.

InThe ~~addition,~~following ~~defects in~~table ~~the~~sets ~~hardware~~forth ~~or software we develop and sell, or in their implementation by our customers, could also result in unauthorized access to our customers’ and/or consumers’ networks. Any security breach involving~~ the ~~misappropriation~~name, ~~loss or~~age ~~other~~as ~~unauthorized disclosure or use~~ of ~~confidential information of our customers or others, whether by us or a third party, could (i)~~March ~~subject us to civil and criminal penalties~~1, ~~(ii) have a negative impact on our reputation, or~~ ~~(iii) expose us to liability to our customers~~2019, ~~third~~and ~~parties~~position ~~or government authorities. Any~~ of ~~these developments could have a material adverse effect on~~ our ~~business,~~executive ~~results of operations and financial condition~~officers. We have not experienced any such incidents that have had material consequences to date. We expect the U.S. and other countries to adopt additional cyber-security legislation that, if enacted, could impose additional obligations upon us that may negatively impact our operating results.

Regulations related to conflict minerals may adversely affect us.

Name	Age	Position
Bruce W. McClelland	52	Chief Executive Officer
Robert J. Stanzione	71	Executive Chairman and Chairman of the Board of Directors
David B. Potts	61	Executive Vice President and Chief Financial Officer
Lawrence Robinson	51	President, Customer Premises Equipment
Daniel T. Whalen	51	President, Network & Cloud
Ian Whiting	54	President, Enterprise Networks
Stephen McCaffery	52	President, International Sales & Managing Director, International Business Operations Group
Timothy O’Loughlin	45	President, U.S. Sales, Global Marketing & Operations
James R. Brennan	57	Senior Vice President, Supply Chain & Quality
Karen Renner	57	Senior Vice President, Chief Information Officer
Patrick W. Macken	45	Senior Vice President, General Counsel and Secretary
Victoria P. Brewster	56	Senior Vice President, Human Resources

We are subject to the SEC disclosure obligations relating to our use of so-called “conflict minerals”—columbite-tantalite, cassiterite (tin), wolframite (tungsten) and gold. These minerals are present in substantially all of our products. We are required to file a report with the SEC annually covering our use of these materials and their source. 28

33Bruce W. McClelland is Chief Executive Officer and a member of the Board of Directors at ARRIS.

~~Table~~Previously, Mr. McClelland served as President of ~~Contents~~ARRIS’s Network & Cloud and Global Services business. Mr. McClelland’s vision and strategy for the business was responsible for ARRIS’s broadband network leadership — a key driver of the company’s global growth.

InMr. McClelland’s prior ~~preparing~~roles ~~these~~at ~~reports,~~ARRIS wealso ~~are~~included ~~dependent~~ARRIS’s ~~upon~~Group ~~information~~President, ~~supplied~~for byProducts ~~suppliers~~and ~~of products that contain~~Services, orand ~~potentially~~Vice ~~contain,~~President ~~conflict~~and ~~minerals.~~General ToManager, for ~~the extent that the information that we receive from our suppliers is inaccurate or inadequate or our processes in obtaining that information do not fulfill the SEC~~ARRIS’s ~~requirements,~~ weCustomer ~~could~~Premises ~~face~~Equipment ~~reputational~~Unit. ~~risks~~Mr. ~~Further,~~McClelland ifjoined in the ~~future~~Company weas ~~are~~Vice ~~unable~~President toof ~~certify that our products are conflict mineral free~~Engineering, weresponsible for ~~may~~development ~~face~~of ~~challenges~~a ~~with~~broad ~~our~~range ~~customers,~~of ~~which~~voice ~~could~~and ~~place~~data uscable atTV ~~a competitive disadvantage~~products.

WePrior ~~have~~to ~~not~~ARRIS, ~~historically~~Mr. McClelland was ~~paid~~responsible ~~cash~~for ~~dividends.~~the development of Nortel’s Signaling System #7 and Signal Transfer Point product lines as well as several development roles within Nortel’s Class 4/5 DMS switching product line.

~~We have not historically paid cash dividends on our ordinary shares~~Mr. McClelland Inreceived ~~addition,~~a ~~our~~Bachelor ~~ability to pay dividends is limited by the terms~~ of Electrical ~~our~~Engineering ~~credit~~from ~~facilities. Payment of dividends in~~ the ~~future~~University ~~will depend on, among other things, business conditions, our results~~ of ~~operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant~~Saskatchewan.

AsRobert aJ. ~~result~~Stanzione is ofExecutive ~~shareholder~~Chairman ~~voting~~and ~~requirements~~Chairman inof the ~~United~~Board ~~Kingdom~~of ~~relative~~the toDirectors ~~Delaware,~~at weARRIS. ~~have~~As ~~less~~Executive ~~flexibility~~Chairman, ~~with~~Mr. Stanzione ~~respect~~is toresponsible ~~certain~~for ~~aspects~~charting ofthe ~~capital~~company’s ~~management~~direction ~~than~~in wecollaboration ~~had~~with asits ~~a Delaware corporation~~CEO.

~~Under English law~~Previously, ~~our directors may~~Mr. Stanzione ~~issue~~served ~~new~~as ~~ordinary~~ARRIS’s ~~shares~~CEO. upIn ~~to a maximum amount equal to the allotment authority granted to the directors under our articles of association or by an ordinary resolution of our shareholders~~1995, ~~subject to a five-year limit on such authority~~Mr. ~~Additionally,~~ Stanzione ~~subject~~was toappointed ~~specified~~President ~~exceptions,~~and ~~English~~CEO ~~law grants preemptive rights to existing shareholders to subscribe for new issuances~~ of ~~shares~~ARRIS ~~for~~Interactive, ~~cash~~LLC, ~~but allows shareholders to waive these rights by way of~~ a ~~special~~Nortel ~~resolution with respect~~Networks/ANTEC tojoint ~~any~~venture. ~~particular~~In ~~allotment of shares or generally~~1998, ~~subject to a five-year limit on such waiver~~Mr. Stanzione ~~Our~~became ~~articles of association contain~~President, asChief ~~permitted~~Operating byOfficer ~~English~~and ~~law,~~ a ~~provision~~Director ~~authorizing~~of ~~our~~ANTEC ~~Board~~and towas ~~issue new shares for cash without preemptive~~appointed ~~rights. The authorization of the directors~~ to ~~issue shares without further shareholder approval and~~ the ~~authorization~~CEO ofrole ~~the~~on ~~waiver of the statutory preemption rights must both be renewed by the shareholders at least every five years~~January 1, ~~and~~2000. In ~~we cannot provide any assurance that these authorizations always will be approved~~2001, ~~which~~ANTEC ~~could~~acquired ~~limit~~Nortel’s ~~our~~share ~~ability~~of toARRIS ~~issue~~Interactive ~~equity~~ and, ~~thereby,~~re-named ~~adversely affect~~ the ~~holders of our ordinary shares. While we do not believe that the differences between Delaware~~ ~~law~~Company ~~and~~ARRIS ~~English law relating to our capital management will have a material adverse effect on us~~Group, ~~situations may arise where the flexibility had under Delaware law would have provided benefits to our shareholders that is not be available under English law~~Inc.

~~Any~~From ~~attempted~~1969 ~~takeovers~~to of1995, usbefore ~~will~~joining beARRIS, ~~governed~~Mr. Stanzione held bya ~~English~~wide ~~law.~~range of senior management positions with AT&T.

~~As a U~~Mr.K. Stanzione ~~incorporated company, we are subject to English law. An English public limited company is potentially subject to the protections~~holds ~~afforded~~a byBachelor’s ~~the~~degree ~~U.K.~~in ~~Takeover~~Mechanical ~~Code~~Engineering ~~if,~~from ~~among~~Clemson ~~other factors~~University, a ~~majority~~Master’s ofdegree ~~its~~in ~~directors~~Industrial ~~are~~Engineering from ~~resident~~North ~~within~~Carolina ~~the~~State ~~U.K.,~~University ~~the Channel Islands or the Isle of Man. We do not believe that the U.K. Takeover Code applies to us,~~ and, ashas acompleted ~~result,~~executive ~~our~~development ~~articles of~~programs ~~association~~at ~~include measures similar to what may be found in~~ the ~~charters~~University of ~~U.S. companies~~Richmond, ~~including~~Babson ~~the power for our Board to allot shares where in the opinion of the Board it is necessary to do so in the context of an acquisition of 20% or~~College ~~more of the issued voting shares in specified circumstances (this power is subject to renewal by our shareholders at least every five years~~ and ~~will cease to be applicable if~~ the ~~U.K.~~International ~~Takeover~~Institute ~~Code is subsequently deemed to be applicable to ARRIS). Further, it could be more difficult~~ for usManagement toDevelopment ~~obtain shareholder approval for a merger or negotiated transaction because the shareholder approval requirements for certain types of transactions differ, and~~ in ~~some cases, are greater under English law than under Delaware law~~Switzerland. ~~The provisions of our articles of association and English law may have an anti-takeover impact on us and our ordinary shares.~~

~~Transfers~~Mr. Stanzione ofis a ~~our~~Board ~~ordinary~~Member ~~shares,~~of ~~other~~the ~~than~~National ~~one~~Cable & ~~effected~~Telecommunications byAssociation ~~means~~(NCTA) ofand ~~the~~The ~~transfer~~Cable ofCenter ~~book-entry~~Board ~~interests~~of inDirectors. Mr. Stanzione also ~~the~~serves ~~Depository~~as ~~Trust~~a ~~Company~~Trustee ~~(“DTC”),~~on ~~may~~the beCommittee ~~subject~~for toEconomic ~~U.K.~~Development ~~stamp~~in ~~duty~~Washington, D. C.

~~Substantially~~David ~~all~~B. ofPotts has ~~our~~been ~~outstanding~~the ~~shares~~Chief ~~are~~Financial ~~currently~~Officer ~~represented~~since by2004. ~~book-entry~~Prior ~~interests~~to injoining ~~DTC~~ARRIS, Mr. Potts ~~Transfers~~was ofChief ~~our ordinary~~Financial ~~shares~~Officer ~~within~~of ~~DTC~~ARRIS ~~should~~Interactive L.L.C. ~~not~~and beheld ~~subject~~various toexecutive ~~stamp~~management ~~duty~~positions orwith ~~stamp~~Nortel ~~duty~~Networks, ~~reserve~~including ~~tax~~Vice ~~(“SDRT”)~~President ~~provided~~and noChief ~~instrument~~Financial Officer of ~~transfer~~Bell isNorthern ~~entered~~Research ~~into~~ and noVice ~~election~~President ~~that~~of ~~applies~~Mergers toand ~~our~~Acquisitions. ~~ordinary~~Prior ~~shares~~to isNortel ~~made or has been made by DTC or Cede~~Networks, ~~its nominee, under Section~~Mr. ~~97A~~Potts ofwas ~~the~~with ~~U.K.~~Touche Ross ~~Finance~~in ~~Act 1986~~Toronto. ~~In this regard~~

34Mr. Potts holds a Bachelor of Commerce degree from Lakehead University in Canada and is a member of the Institute of Chartered Accountants in Canada.

~~Table~~Mr. Potts has been a Board Member of ~~Contents~~Internap Corporation (INAP) since 2017, which trades on the NASDAQ.

~~DTC~~Lawrence ~~has confirmed that neither DTC nor Cede (its nominee) has made an election under Section 97A of the Finance Act that would affect our shares issued to Cede. If such an election~~ Robinson is ~~or has been made~~President, ~~transfers~~Customer ofPremises ~~our~~Equipment, ~~ordinary~~which ~~shares~~comprises ~~within DTC generally will be subject to SDRT at the rate of 0.5% of the amount or value of the consideration. Transfers of our ordinary shares held~~ in-home ~~certificated~~video ~~form~~solutions ~~generally~~including ~~will~~digital becable ~~subject~~set-tops, ~~to stamp~~satellite ~~duty~~receivers, atand ~~the~~IP-based ~~rate~~TV ~~of 0.5% of the consideration given (rounded up to the nearest £5). SDRT will also be chargeable on an agreement to transfer such shares~~products, ~~although~~as ~~such~~well ~~liability~~as ~~would be discharged if stamp duty is duly paid on the instrument of transfer implementing such agreement within~~ a ~~period~~comprehensive ofportfolio ~~six years from the agreement. Subsequent transfer~~ of ~~our~~broadband ~~ordinary~~devices ~~shares~~incorporating ~~to an issuer of depository receipts or into a clearance system (including DTC) may be subject to SDRT at a rate of 1.5% of~~ the ~~consideration~~latest ~~given or received or,~~ in ~~certain cases~~DOCSIS, DSL, ~~the~~and ~~value~~fiber ~~of our ordinary shares transferred~~technologies. ~~The purchaser or transferee of the ordinary shares generally will be responsible for paying any stamp duty or SDRT payable.~~

~~Item 1B~~Mr. Robinson ~~Unresolved~~assumed his ~~Staff~~current ~~Comments~~role after the ARRIS acquisition of Motorola Mobility’s Home business where he was Senior Vice President and General Manager of the Home Devices business responsible for its video, voice and data product portfolio, including set-tops, modems and gateways.

NoWhile ~~unresolved~~at ~~staff~~Motorola, ~~comments~~Mr. Robinson held a variety of senior level positions including Corporate Vice President, Product Management in the Digital Video Solutions Group. In this role, he led the definition and management of digital cable and satellite set-tops product lines for the Americas’ market. Robinson also managed strategic partnerships that complemented the portfolio.

~~Item 2~~Mr. Robinson ~~Properties~~holds a Master’s degree in Technology Management from the University of Pennsylvania and a Bachelor’s degree in Electrical Engineering from the Catholic University of America.

~~Our~~Daniel ~~corporate headquarters are located in Suwanee, Georgia~~T. WeWhalen is ~~own~~the ~~sites~~President inof ~~Apodaca,~~the ~~Mexico;~~Network & ~~Cary,~~Cloud ~~North~~business ~~Carolina;~~at ~~Horsham,~~ARRIS. ~~Pennsylvania; and Hsin Tien, Taiwan~~Mr. Whalen Weoversees ~~operate~~the ~~manufacturing and warehouse facilities, research and~~ development, ~~administrative~~ and ~~sales~~delivery ~~offices~~of inthe company’s ~~various~~leading ~~locations~~portfolio inof ~~the~~broadband ~~United States~~ and invideo ~~many~~network ~~foreign~~infrastructure ~~countries.~~technologies ~~These~~and ~~properties~~cloud-based ~~are~~software ~~generally used by each of our operating segments~~solutions.

~~As of December~~Mr. ~~31,~~Whalen ~~2017,~~previously weserved ~~have~~as ~~approximately~~the 73Senior Vice ~~principal~~President ~~leased~~and ~~facilities,~~General 29Manager of ~~which~~Global ~~are located in North America and 44 of which are located in other countries~~Services. Larger leased sites include properties located in Bangalore, India; Beaverton, Oregon; Boca Raton, Florida; Linkoping, Sweden; Lisle, Illinois; Lowell, Massachusetts; Manaus, Brazil; Paris, France; Saltaire, United Kingdom Santa Clara, California; San Diego, California; San Jose, California; Shenzhen, China; Suwanee, Georgia; Tijuana, Mexico; and Wallingford, Connecticut.

We believe that our existing facilities, including both owned and leased, are in good condition and suitable for the conduct of our business. We generally consider that the facilities are being appropriately utilized and that they have sufficient production capacity for their present intended purposes. The extent of utilization of such facilities varies from location to location and from time to time during the year. For additional information regarding our obligations under property leases, see Note 21 Commitments and Contingencies of Notes to the Consolidated Financial Statements. 29

~~Item~~Mr. Whalen 3joined ARRIS in 2008 as Vice President of Sales, after spending seven years as Area Director at Cisco. ~~Legal~~At ~~Proceedings~~Cisco, Mr. Whalen led the US Cable Service sales organization. There, he was integral in establishing early VoIP, VOD, Broadband Provisioning, Regional Area Network and IP Backbone service deployments for the US Service Provider market.

WeMr. Whalen ~~have~~has ~~been,~~held several ~~and~~positions ~~expect~~ in the ~~future~~technology tosector ~~be,~~over athe ~~party~~last to20 ~~various~~years ~~legal~~including ~~proceedings~~sales, ~~investigations~~operations ormanagement, ~~claims.~~project ~~In accordance with applicable accounting guidance~~management, ~~we record accruals for certain of our~~and ~~outstanding~~engineering ~~legal~~at ~~proceedings~~Bell ~~when~~Atlantic ~~it is probable that a liability will be incurred~~ and ~~the amount of loss can be reasonably estimated. We evaluate~~Comdisco, ~~at least on a quarterly basis, developments in our legal proceedings or other claims that could affect the amount of any accrual,~~ as well as ~~any~~consulting ~~developments~~at ~~that would result in a loss contingency to become both probable and reasonably estimable~~KPMG. ~~When a loss contingency is not both probable and reasonably estimable, we do not record a loss accrual.~~

~~If the loss (or an additional loss in excess of any prior accrual) is reasonably possible and material, we disclose an estimate of the possible loss or range of loss, if such estimate can be made~~Mr. Whalen ~~The~~received ~~assessment whether~~ a ~~loss~~Bachelor’s Degree isin ~~probable~~Civil orEngineering ~~reasonably~~from ~~possible and whether~~ the ~~loss~~Stevens orInstitute ~~a range~~ of ~~loss~~Technology is estimable, involves a series of complex judgments about future events. Even if a loss is reasonably possible, we may not be able to estimate a range of possible loss, particularly where (i) the damages sought are substantial or indeterminate, (ii) the proceedings are in ~~the early stages~~Hoboken, ~~or (iii) the matters involve novel or unsettled legal theories or a large number~~ NJ.

35Ian Whiting is President of Enterprise Networks. In this role, he leads the company’s focus on enabling constant, wireless and wired connectivity across complex and varied networking environments—serving enterprises and service providers across multiple verticals, including education, retail, hospitality, MDUs, smart cities, public sector, and others.

~~Table~~Mr. Whiting joined ARRIS through its acquisition of ~~Contents~~the Ruckus Wireless and Ethernet Switching businesses. At Ruckus, he served as Chief Commercial Officer (CCO), leading the global enterprise and service provider sales teams and the marketing organization.

ofPrior ~~parties.~~to InRuckus ~~such cases~~Networks, Mr. ~~there~~Whiting isspent ~~considerable~~the ~~uncertainty~~early ~~regarding~~part ~~the~~of ~~ultimate~~his ~~resolution~~career ofin ~~such~~Europe ~~matters,~~running ~~including~~sales ~~the~~and ~~amount~~marketing oforganizations ~~any~~for ~~possible~~companies ~~loss.~~including WeCompaq and ~~are~~Brocade. ~~currently~~He ~~unable~~moved to ~~reasonably estimate~~ the ~~possible~~U.S. ~~loss~~in or2005 ~~range~~to ofmanage ~~possible~~the ~~loss~~global ~~for~~sales ~~any~~and ofmarketing ~~the~~team ~~matters~~at ~~identified~~Brocade ~~below~~Communications. ~~The~~Over ~~results~~the innext eight ~~litigation~~years, ~~are~~as ~~unpredictable~~part ~~and~~of anthe ~~adverse~~executive ~~resolution~~team, ofhe ~~one~~helped ordrive ~~more~~the growth of ~~such~~Brocade ~~matters~~becoming ~~not included in~~ the ~~estimate~~market ~~provided,~~leader orin ifstorage ~~losses~~and IP ~~are~~networking. ~~higher~~After ~~than what is currently estimated~~Brocade, itMr. ~~could~~Whiting ~~have~~held asales ~~material~~leadership ~~adverse~~position ~~effect~~at onRiverbed ~~our~~and ~~business,~~Fusion-io ~~financial~~before ~~position,~~joining ~~results~~Ruckus ofin ~~operations or cash flows~~2015.

~~Due~~Mr. toWhiting ~~the~~holds ~~nature~~a ofMaster’s degree ~~our~~in business, ~~we are subject to patent infringement claims, including current suits against us or one or more of our wholly-owned subsidiaries or one or more of our customers who may seek indemnification~~ from ~~us.~~Cranfield WeUniversity ~~believe that we have meritorious defenses to the allegation made in the pending cases~~ and ~~intend to vigorously defend these lawsuits; however, we are unable currently to forecast the ultimate outcome of these or similar matters. In addition, we are~~ a ~~defendant~~Bachelor’s degree in ~~various~~French litigation matters generally arising out of the normal course of business. Except as described below, ARRIS is not party to (nor have indemnification claims been made with respect to) any proceedings that are, or reasonably are expected to be, material to its business, results of operations or financial condition. However, since it is difficult to predict the outcome of legal proceedings, it is possible that the ultimate outcomes could materially and ~~adversely~~German ~~affect~~from ~~our business, financial position, results of operations or cash flows. Accordingly, with respect to these proceedings, we are currently unable to reasonably estimate~~ the ~~possible~~University ~~loss or range~~ of ~~possible loss~~Wales.

~~C-Cation~~Stephen v.McCaffery is ~~ARRIS et al.~~President, ~~C.A.~~ ~~14-cv-00059,~~International ~~Eastern~~Sales ~~District of Texas; C-Cation v. Atlantic Broadband et al., C.A. 15-cv-00295, District of Delaware. On February 4, 2014, C-Cation filed suit against TWC, ARRIS, Cisco~~ and ~~Casa~~Managing ~~alleging infringement of U.S. Patent No. 5~~Director,~~563,883~~ ~~relating~~International toBusiness ~~channel~~Operations ~~management~~Group. OnIn ~~April 7,~~this ~~2015~~role, ~~C-Cation filed an additional suit against several remaining MSOs alleging infringement of the same patent~~Mr. ~~Certain~~McCaffery ~~of our customers~~leads ~~have~~International ~~requested~~Sales ~~that~~and weoversees ~~provide indemnification. An Inter Partes Review request filed by~~ ARRIS’s onInternational ~~the~~Business ~~claims~~Operations ~~asserted in the litigation was instituted and the Patent Trial and Appeal Board (PTAB) rendered a final written decision on July 28~~Group, ~~2016~~ ~~ruling~~which ~~all~~is offocused ~~the asserted claims invalid. C-Cation was unsuccessful~~ on ~~appeal~~aligning toARRIS’s sales ~~the Federal Circuit,~~ and ~~has~~business ~~now~~operations ~~petitioned~~to ~~the~~accelerate ~~U.S.~~our ~~Supreme~~international ~~Court,~~growth ~~but~~in wekey ~~believe~~markets ~~that~~outside the ~~decision will be upheld~~US. ~~While we believe the likelihood of an unfavorable outcome is remote, in the event of an unfavorable outcome, ARRIS may be required to pay damages for utilizing certain technology.~~

~~ChanBond v. MSOs~~Previously, ~~C.A.~~ ~~15-cv-00848, et al, District of Delaware (RGA)~~Mr. ~~On September~~ ~~21,~~McCaffery served ~~2015,~~as ~~ChanBond~~General ~~filed~~Manager ~~suit~~and ~~against~~Managing ~~several~~Director ~~MSOs alleging infringement~~ of ~~three~~ARRIS USInternational ~~Patents~~Operations. ~~Certain of our customers have requested that we provide indemnification~~Mr. McCaffery ~~The~~joined ~~complaint~~ARRIS ~~requests~~as ~~unspecified~~SVP ~~damages~~of ~~for infringement and~~EMEA ~~injunction~~Sales ~~against~~following ~~future infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess~~ the ~~likelihood~~company’s of2013 anacquisition ~~unfavorable outcome. In the event~~ of anMotorola ~~unfavorable outcome~~Mobility, ~~ARRIS~~where ~~may~~he beserved ~~required~~as ~~to indemnify~~Vice ~~the~~President, ~~MSOs and/or pay damages for utilizing certain technology~~Europe.

~~Chrimar~~Prior v.to ~~Ruckus~~joining ~~Wireless~~Motorola, ~~Inc~~Mr.~~, C.A. 16-cv-00186, Northern District of California. On July~~ 1,McCaffery ~~2015,~~was ~~Chrimar~~Vice ~~filed~~President ~~suit against Ruckus alleging infringement~~ of ~~four~~Sales USand ~~Patents. The~~Services ~~case~~for ~~has~~Alcatel’s ~~been~~Optical ~~stayed~~Networks ~~pending~~Group ~~Inter~~within ~~Partes Review (IPR) proceedings contesting~~ the ~~validity~~company’s Wireline ofProduct ~~the patents~~Group, ~~two~~leading ofsales ~~these~~for ~~IPRs have resulted in a final written decision invalidating~~ the ~~asserted~~North ~~claims,~~Europe ~~while~~region ~~two~~and ~~other~~assisting ~~IPR decisions are expected~~ in the ~~next~~group’s ~~month.~~integration ~~The~~program complaint requests unspecified damages for infringement and injunction against future infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess the likelihood of anfollowing ~~unfavorable outcome. In~~ the ~~event~~merger of anAlcatel ~~unfavorable outcome, ARRIS may be required to indemnify the MSOs~~ and~~/or~~ ~~pay damages for utilizing certain technology~~Lucent.

~~Hera Wireless et al~~Mr. ~~v. ARRIS, C.A. 1:17-cv-00948, District of Delaware. On July~~ ~~14,~~McCaffery ~~2017,~~holds ~~Hera Wireless~~a ~~filed~~degree ~~suit~~in ~~against~~Electrical ~~ARRIS~~and ~~alleging~~Electronic ~~infringement~~Engineering offrom ~~three~~Warwick UUniversity.S. patents. The complaint requests unspecified damages for infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, ARRIS may be required to pay damages for utilizing certain technology.

36Timothy O’Loughlin is President, North American Sales at ARRIS. Mr. O’Loughlin assumed his current role after the acquisition of Pace. Previously, he served as President of Pace Americas, overseeing the United States and Canada.

~~Table~~Mr. O’Loughlin joined Pace in March 2001 as part of ~~Contents~~the marketing team and served in various roles including Senior Vice President of Sales and Customer Support, Vice President of Business Development, and Vice President of Sales and Marketing. He was an instrumental part of Pace’s expansion throughout the cable, telecommunications, and satellite industries.

~~Intellectual~~Prior ~~Ventures~~to Ijoining ~~and II v. AT&T~~Pace, ~~CenturyLink, C~~ Mr.~~A. 12-cv-00193, 13-cv-01631, etc. District~~ ~~of Delaware. On February~~O’Loughlin ~~16,~~held ~~2012,~~strategic ~~Intellectual~~marketing ~~Ventures~~positions ~~filed~~in athe ~~claim~~hospitality ~~against~~and ~~AT&T~~telecom ~~alleging infringement of several US patents~~industries. ~~Certain~~He ofholds ~~our~~a ~~customers~~Bachelor’s degree ~~have~~in ~~requested~~Business ~~that~~Administration ~~we provide indemnification. The complaint requests damages for past~~ and ~~future infringement. To date, no evidence of infringement or damages has been introduced. It is premature to assess the likelihood of~~ an ~~unfavorable~~MBA from ~~outcome.~~Florida InAtlantic ~~the event of an unfavorable outcome, ARRIS may be required to indemnify AT&T and/or pay damages for utilizing certain technology~~University.

InJames ReR. ~~ARRIS Cable Modem Consumer~~Brennan ~~Litigation, C.A.~~is ~~5:17-cv-01834,~~Senior ~~Northern~~Vice ~~District~~President of ~~California.~~Supply OnChain ~~March 31,~~and ~~2017,~~Quality ~~Carlos Reyna, on behalf of himself~~ and ~~others~~responsible ~~similarly~~for ~~situated filed~~leading ~~a putative class action lawsuit against ARRIS alleging that~~ the ~~SB6190~~supply ~~modem which includes the Intel Puma 6 chipset is defective. The plaintiff alleges violation of the California Song-Beverly Consumer Warranty Act~~chain, ~~California~~quality ~~Consumer~~and ~~Legal Remedies~~operation ~~Act, California False Advertising Law,~~ services and ~~California~~solutions ~~Unfair~~that ~~Competition~~deliver ~~Law.~~financial ~~It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome~~results, wecustomer ~~may~~satisfaction beand ~~required~~industry toleading ~~pay damages~~practices.

~~RealTime~~Mr. Brennan ~~Adaptive~~held a ~~Streaming~~similar v.role ~~EchoStar~~as etthe ~~al.,~~Corporate ~~C.A. 17-cv-02097,~~Vice ~~District~~President of ~~Colorado.~~Supply OnChain ~~November 6,~~and ~~2017,~~Quality ~~RealTime~~for ~~Adaptive~~the ~~Streaming~~Motorola ~~filed~~Mobility’s anHome ~~amended~~business. ~~complaint~~He served ~~alleging~~in ~~that~~various ~~ARRIS~~executive ~~products~~positions ~~infringe~~at ~~two~~Motorola, ~~U.S. patents.~~including ~~The~~Vice ~~complaint~~President ~~requests~~Business ~~unspecified~~Transformation ~~damages~~and ~~for~~Chief ~~infringement~~Quality Officer and Corporate ~~injunction~~Vice ~~against~~President ~~future~~of ~~infringement.~~the ToHome ~~date,~~& noNetworks ~~evidence~~Mobility ofsupply ~~infringement~~chain, orwhich ~~damages~~included ~~has~~global ~~been~~operations ~~introduced.~~associated Itwith isplanning, purchasing, ~~premature~~new toproduct ~~assess~~introduction, ~~the~~manufacturing, ~~likelihood~~customer offulfillment anand ~~unfavorable~~repair. ~~outcome~~Mr. In Brennan ~~the~~also ~~event~~served ofin another ~~unfavorable~~senior leadership ~~outcome~~positions, ~~ARRIS~~including ~~may~~strategy, bebusiness ~~required~~operations, toIT, ~~pay~~and ~~damages~~mergers ~~for~~and ~~utilizing certain technology~~acquisitions.

~~Rovi~~Prior ~~et al.~~to v.joining ~~Comcast et al., C.A. 1:16-cv-09826, Southern District of New York;~~Motorola ~~337-TA-1001,~~in ~~International Trade Commission. On April 1~~2000, ~~2016, Rovi filed suit against Comcast and several equipment vendors (including ARRIS and Pace) alleging infringement of 15 U~~Mr.~~S. patents alleged to cover various program guide technology. On April~~ 6,Brennan ~~2016,~~held ~~Rovi~~leadership ~~filed~~positions aat ~~complaint~~General inInstrument ~~the International Trade Commission (ITC) alleging infringement of seven U.S. patents (the same as those asserted~~ in ~~the~~ ~~New~~Operations ~~York~~and ~~suit).~~Northrop ~~The~~Grumman/Vought ~~ITC~~Aircraft ~~found Comcast~~ in ~~violation of two patents by various remote programming features, while also finding that ARRIS set-top boxes do not infringe the patents. In an example of what we~~ ~~believe~~engineering ~~is clear administrative authority overreach~~development, the ITC thereby issued an exclusion order against Comcast from causing non-infringing set-top boxes to be imported for use in Comcast’s system. Comcast has removed the remote programming feature held infringing by the ITCmanufacturing, ~~and~~flight ~~has~~test ~~petitioned~~operations ~~U.S. Customs~~ and ~~Border Protection to allow importation of set-top products for use in Comcast’s network, and is appealing the ITC verdict~~quality. In the event that U.S. Customs and Border Protection does not agree with Comcast, we may be barred from importing set top boxes into the U.S., which would have a materially adverse impact on our results.

~~Sprint Communications v~~Mr. ~~MSOs,~~ ~~C.A.~~Brennan 11-cv-2686 etc., District of Kansas. On December 19, 2011, Sprint filed suit against several MSOs alleging infringement of several patents alleged to cover various aspects of voice services. Certain ofearned ~~our~~a ~~customers~~Bachelor’s ~~have~~degree ~~requested~~in ~~that~~Mechanical weEngineering ~~provide~~from ~~indemnification.~~Old ~~The~~Dominion ~~complaint requests unspecified damages for past infringement and injunction against future infringement~~University. AtHe analso ~~initial~~completed ~~trial, Sprint was awarded $140 million in damages from Time Warner Cable. It is premature to assess~~ the ~~likelihood~~University of anPennsylvania’s Wharton ~~unfavorable~~School ~~outcome~~and ~~on any indemnity claims. In~~ the ~~event~~University of anMichigan’s ~~unfavorable~~executive ~~outcome, ARRIS may be required to indemnify the MSOs and/or pay damages for utilizing certain technology~~programs. ~~With respect to any liability attributable to Motorola Home in this matter, a subsidiary of Google has agreed to indemnify ARRIS.~~

TQ Delta v. MSOs, C.A. 15-cv-00611; 15-cv-00615, etc., District of Delaware. On July 17, 2015, TQ Delta filed suit against several MSOs alleging infringement of several U.S. patents. Certain of our customers have requested that we provide indemnification. Inter partes review proceedings have been instituted on all of the patents involved in the suit, and the case has been stayed pending the outcome of those proceedings. To date, the Patent Trial and Appeals Board has ruled asserted claims in five of the patents invalid, and a ruling on another of the patents is expected by the end of March 2018. The complaint requests unspecified damages for past and future infringement. To date, no evidence of infringement or damages has been introduced. It is premature to 30

37Karen Renner is Senior Vice President, Chief Information Officer at ARRIS. She is responsible for developing ARRIS’s IT strategies that increase the company’s overall productivity and performance as well as implementing IT solutions that support the company’s growth initiatives.

~~Table~~Ms. ofRenner ~~Contents~~joined ARRIS from her previous role as North American CIO for Thales, a global aerospace, defense, and security company. Prior to that role, she served in CIO roles for Novelis and GE. During her tenure at GE, she led IT for the company’s infrastructure, security and digital energy businesses.

~~assess~~Ms. ~~the~~Renner ~~likelihood~~received ofher BS anand ~~unfavorable~~MS ~~outcome.~~in Inindustrial ~~the~~and ~~event~~systems ofengineering anfrom ~~unfavorable~~Auburn ~~outcome,~~University weand ~~may~~earned bean ~~required~~MBA tofrom ~~indemnify~~Georgia ~~the~~State ~~MSOs~~University. ~~and/or~~She ~~pay~~serves on ~~damages~~the ~~for~~Board ~~utilizing~~of ~~certain~~Directors ~~technology.~~for Lenbrook.

TQPatrick ~~Delta v~~W. ~~2Wire Inc., C.A.~~Macken ~~13-cv-01835,~~is ~~District~~Senior ofVice ~~Delaware.~~President, OnGeneral ~~November 4,~~Counsel ~~2013,~~and TQSecretary. ~~Delta~~In ~~filed~~this ~~suit~~role, ~~against~~he ~~2Wire~~oversees ~~alleging~~all ~~infringement~~aspects of ~~several~~the ~~U.S.~~Company’s ~~patents.~~legal ~~The complaint requests~~function. ~~unspecified~~Mr. Macken ~~damages~~joined ~~for~~ARRIS ~~past~~in ~~infringement~~2015 ~~and~~from anTroutman ~~injunction~~Sanders ~~against~~LLP, ~~future~~where ~~infringement.~~he Toserved ~~date,~~as nopartner ~~evidence~~in ofthe ~~infringement~~firm’s orCorporate ~~damages~~Group, providing ~~has~~legal ~~been~~counsel ~~introduced.~~and Itsupport ~~is premature~~ to ~~assess~~ARRIS ~~the~~for ~~likelihood~~more ofthan an10 ~~unfavorable outcome~~years. InHis ~~the~~legal ~~event~~expertise ofspans ~~an unfavorable~~securities ~~outcome~~law, wemergers ~~may~~and beacquisitions, capital ~~required~~markets, tocommercial ~~pay~~law ~~damages~~and ~~for~~corporate ~~utilizing certain technology~~governance.

~~United Access Technologies v~~Mr. ~~AT&T, C.A. 11-cv-00338, District of Delaware. On April~~ ~~15,~~Macken ~~2011,~~holds ~~United~~a ~~Access~~Bachelor’s ~~Technologies filed suit against AT&T alleging~~Degree ~~infringement of three U.S. patents. The complaint requests unspecified damages for past~~ and ~~future~~a ~~infringement.~~Juris ToDoctorate ~~date,~~from noTulane ~~evidence of infringement or damages has been introduced~~University. ~~It is premature to assess the likelihood of an unfavorable outcome. In the event of an unfavorable outcome, we may be required to indemnify AT&T and/or pay damages for utilizing certain technology.~~

XRVictoria ~~Communications v~~P. ~~Ruckus~~Brewster is ~~Wireless,~~Senior ~~Inc., C.A.~~Vice ~~2:17-cv-02961,~~President ~~Central District~~ of ~~California.~~ OnHuman ~~April 21~~Resources, ~~2017,~~where XRshe ~~Communications~~leads ~~filed~~global ~~suit~~people ~~against~~strategies ~~Ruckus~~that ~~alleging~~enable ~~infringement~~growth, ofenergize ~~three~~the ~~U.S. patents it acquired in bankruptcy from Vivato Inc. The complaint requests unspecified damages for past~~ culture, and ~~future~~create ~~infringement. It is premature to assess the likelihood of~~ an ~~unfavorable~~employee ~~outcome.~~competitive Inadvantage ~~the event of an unfavorable outcome, ARRIS may be required to cease using and/or pay damages~~ for ~~utilizing certain technology~~ARRIS.

InMs. Brewster ~~the~~has held ~~acquisition~~a ~~agreement~~leadership ~~entered~~role ~~into~~ in ~~connection~~Human ~~with~~Resource ~~the~~at ~~acquisition~~ARRIS offor ~~the~~over ~~Motorola~~a ~~Home business~~decade, amanaging ~~subsidiary~~global ofbusiness-critical ~~Google~~functions ~~agreed~~including talent toacquisition, ~~indemnify~~compensation, ~~defend~~benefits, ~~and~~HR ~~hold~~systems, ~~harmless~~talent ~~ARRIS~~management, and ~~various~~employee ~~related~~relations. ~~parties~~Her ~~with~~work ~~respect~~includes ~~to,~~leading ~~among~~the ~~other~~HR ~~things,~~integration of ~~any~~strategic ~~losses~~ARRIS ~~suffered~~acquisitions byincluding ~~ARRIS~~Motorola asHome aand ~~result~~Pace. ofShe afounded ~~court~~and ~~order~~serves ~~involving,~~as orexecutive ~~the~~sponsor ~~settlement~~ of, ~~certain~~the ~~agreed-upon~~ARRIS ~~litigation,~~Women’s Business ~~including~~Network. ~~the Sprint~~Prior ~~lawsuit~~to ~~described~~joining ~~above~~ARRIS in 2006, ~~that~~Ms. Brewster ~~reference~~held ~~this~~senior ~~indemnification~~leadership ~~obligation.~~roles ~~There~~at ~~are~~S1 ~~various~~Corporation, ~~limitations~~NDCHealth, WebMD, ~~upon~~and ~~this~~HBO & ~~obligation~~Company.

~~From time to time third parties demand that we or our customers enter into a license agreement with respect to patents owned, or allegedly owned, by the third parties~~Ms. Brewster ~~Such demands cause us to dedicate~~holds ~~time~~a toBachelor’s ~~study~~degree ~~the~~in ~~patents~~Industrial ~~and~~Relations ~~enter into discussions with the third parties regarding the merits~~ and ~~value,~~Psychology if any, of the patents. These discussions, may materialize into license agreements or patent claims asserted against us or our customers. If asserted against our customers, our customers may request indemnification from ~~us. It is not possible to determine~~ the ~~impact~~University of ~~any~~North ~~such~~Carolina ~~demands~~at ~~and~~Chapel ~~the related discussions on ARRIS’s business, results of operations or financial condition~~Hill.

~~Item 4. Mine Safety Disclosures~~31

~~Not~~PART ~~Applicable~~ II

38Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities

~~Table~~ARRIS’s stock is traded on the NASDAQ Global Select Market under the symbol “ARRS.” The following table reports the high and low trading prices per share of ~~Contents~~our stock as listed on the NASDAQ Global Market System:

Item 4A. Executive Officers and Board Committees

	High		Low
2017
First Quarter	$	31.52	$	24.75
Second Quarter		29.65		25.10
Third Quarter		30.38		26.09
Fourth Quarter		30.00		24.85

2018
First Quarter	$	28.14	$	22.60
Second Quarter		28.83		23.75
Third Quarter		26.92		22.33
Fourth Quarter		31.06		21.55

~~Executive~~We ~~Officers~~have not paid cash dividends on our stock since our inception. In addition, there are restrictions that currently materially limit our ability to pay any dividends. The credit agreement governing our senior secured credit facilities contains restrictions on our ability to pay dividends. We also have subsidiaries in countries that maintain restrictions, such as legal reserves, with respect to the amount of dividends that the ~~Company~~subsidiaries can distribute. Additionally, some countries impose restrictions or controls over how and when dividends can be paid by these subsidiaries.

~~The~~As ~~following~~of ~~table~~January 31, 2019, ~~sets~~there ~~forth~~were ~~the~~345 ~~name,~~record ~~age~~holders as of our ordinary shares. This number excludes shareholders holding stock under nominee or street ~~March 1,~~name ~~2018,~~accounts ~~and~~with ~~position~~brokers ofor ~~our~~banks ~~executive~~(with ~~officers.~~an estimated approximately 31,000 beneficial holders.)

Name	Age		Position
Bruce W. McClelland		51	Chief Executive Officer
Robert J. Stanzione		70	Executive Chairman and Chairman of the Board of Directors
David B. Potts		60	Executive Vice President and Chief Financial Officer
Lawrence Robinson		50	President, Customer Premises Equipment
Daniel T. Whalen		50	President, Network & Cloud
Daniel Rabinovitsj		53	President, Enterprise Networks
Stephen McCaffery		51	President, International Sales & Managing Director, International Business Operations Group
Timothy O’Loughlin		44	President, North American Sales
James R. Brennan		56	Senior Vice President, Supply Chain & Quality
Philip C. Baldock		42	Senior Vice President, Chief Information Officer
Patrick W. Macken		44	Senior Vice President, General Counsel and Secretary
Victoria P. Brewster		55	Senior Vice President, Human Resources

Issuer Purchases of Equity Securities

~~Bruce~~The W.table ~~McClelland~~below issets ~~Chief~~forth ~~Executive~~the ~~Officer~~purchases ~~and~~of ARRIS astock ~~member~~for of the ~~Board~~quarter ofended ~~Directors~~December 31, ~~at ARRIS.~~ 2018:

Previously, Mr. McClelland served as President of ARRIS’s Network & Cloud and Global Services business. Mr. McClelland’s vision and strategy for the business was responsible for ARRIS’s broadband network leadership — a key driver of the company’s global growth.

Period	Total Number of Shares Purchased⁽¹⁾		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in thousands)
October 31		622,480	$	25.67		622,324		546,921
November 30		4,155	$	25.26		—		546,921
December 31		56,833	$	30.83		—		546,921

~~Mr. McClelland’s~~(1) ~~prior~~An ~~roles~~aggregate atof ~~ARRIS~~61,144 ~~also~~shares ~~included~~shown ~~ARRIS’s~~in ~~Group~~the ~~President,~~table ~~for~~above ~~Products~~were ~~and~~subject ~~Services,~~to ~~and~~equity ~~Vice~~awards ~~President and~~that ~~General~~were ~~Manager,~~cancelled for ~~ARRIS’s~~cash ~~Customer~~to ~~Premises~~satisfy ~~Equipment~~minimum ~~Unit.~~tax ~~Mr. McClelland~~withholding ~~joined~~obligations ~~the~~that ~~Company~~arose ason ~~Vice~~the ~~President~~vesting of ~~Engineering,~~the ~~responsible~~applicable ~~for~~restricted ~~development~~stock ~~of a broad range of voice and data cable TV products.~~ units

~~Prior~~Upon tocompleting ~~ARRIS~~the Pace combination, ~~Mr. McClelland~~we ~~was~~conducted ~~responsible~~a ~~for~~court-approved ~~the~~process ~~development~~in accordance with section 641(1)(b) of ~~Nortel’s~~the ~~Signaling~~U.K. ~~System~~Companies #7Act 2006, pursuant to which we reduced our stated share capital and ~~Signal~~thereby ~~Transfer~~increased ~~Point~~our distributable reserves or excess capital out of which we ~~product~~may ~~lines~~legally aspay ~~well~~dividends asor ~~several~~repurchase ~~development~~shares. ~~roles~~Distributable ~~within~~reserves ~~Nortel’s~~are ~~Class 4/5~~not ~~DMS~~linked ~~switching~~to ~~product~~a ~~line~~U.S. GAAP reported amount.

~~Mr. McClelland~~In ~~received~~2016, the Board approved a ~~Bachelor~~$300 ofmillion ~~Electrical~~share ~~Engineering~~repurchase ~~from~~authorization replacing all prior programs. In early 2017, the ~~University~~Board ofauthorized ~~Saskatchewan~~an additional $300 million for share repurchases. In March 2018, the Board authorized an additional $300 million for repurchases and an additional $375 million again in August 2018.

~~Robert~~During J.the ~~Stanzione~~fiscal isyear of ~~Executive~~2018, ~~Chairman~~we ~~and~~repurchased ~~Chairman~~13.9 million shares of ~~the~~our ~~Board~~ordinary ofshares ~~the~~for ~~Directors~~$353.1 million at ~~ARRIS.~~an Asaverage ~~Executive~~stock ~~Chairman,~~price of $25.38. MrThe remaining authorized amount for stock repurchases under this plan was $546.9 million as of December ~~Stanzione~~31, is2018. ~~responsible~~Unless terminated earlier by a Board resolution, this new plan will expire when we have used all authorized funds for ~~charting~~repurchase. ~~the~~However, U.K. law also generally prohibits a company’s ~~direction~~from repurchasing its own shares through “off market purchases” without prior approval of shareholders because we are not traded on a recognized investment exchange in ~~collaboration~~the U.K. This shareholder approval lasts for a maximum period of five years. Prior to and in connection with ~~its~~the ~~CEO~~Pace combination, we obtained approval to purchase our own shares. This authority to repurchase shares terminates in January 2021, unless otherwise reapproved by our shareholders. Under the terms of the Acquisition Agreement, we are prohibited from repurchasing additional shares without the prior consent of CommScope.

Previously, Mr. Stanzione served as ARRIS’s CEO. In 1995, Mr. Stanzione was appointed President and CEO of ARRIS Interactive, LLC, a Nortel Networks/ANTEC joint venture. In 1998, Mr. Stanzione became President, Chief Operating Officer and a Director of ANTEC and was appointed to the CEO role on January 1, 2000. In 2001, ANTEC acquired Nortel’s share of ARRIS Interactive and re-named the Company ARRIS Group, Inc. 32

~~From~~Stock ~~1969~~Performance toGraph ~~1995, before joining ARRIS, Mr. Stanzione held a wide range of senior management positions with AT&T.~~

39Below is a graph comparing total stockholder return on the Company’s stock from December 31, 2013 through December 31, 2018, with the Standard & Poor’s 500 and the Index of NASDAQ U.S. Stocks of entities in the industry of electronics and electrical equipment and components, exclusive of computer equipment (SIC 3600-3699), prepared by the Research Data Group, Inc.

	12/13	12/14	12/15	12/16	12/17	12/18
ARRIS International plc.	100.00	124.03	125.60	123.79	105.55	125.60
S&P 500	100.00	113.69	115.26	129.05	157.22	150.33
SIC Codes 3600 - 3699	100.00	120.16	113.73	143.43	190.14	179.57
Copyright© 2019 Standard & Poor's, a division of S&P Global. All rights reserved.

~~Mr. Stanzione~~Notwithstanding ~~holds~~anything to athe ~~Bachelor’s~~contrary ~~degree~~set forth in ~~Mechanical~~any ~~Engineering~~of ~~from~~our ~~Clemson University,~~filings aunder ~~Master’s~~the ~~degree~~Securities inAct ~~Industrial~~of ~~Engineering~~1933, ~~from~~or ~~North~~the ~~Carolina~~Securities ~~State~~Exchange ~~University~~Act ~~and~~of ~~has~~1934, ~~completed~~that might ~~executive~~incorporate ~~development~~future ~~programs~~filings, atincluding ~~the~~this ~~University~~Annual ofReport ~~Richmond~~on Form 10-K, ~~Babson~~in ~~College~~whole ~~and~~or ~~the~~in ~~International~~part, ~~Institute~~the ~~for~~Performance ~~Management~~Graph presented ~~Development~~above inshall ~~Switzerland.~~not be incorporated by reference into any such filings.

Mr. Stanzione is a Board Member of the National Cable & Telecommunications Association (NCTA) and The Cable Center Board of Directors. Mr. Stanzione also serves as a Trustee on the Committee for Economic Development in Washington, D.C. 33

~~David~~Item B6. ~~Potts~~Selected ~~has~~Consolidated ~~been~~Historical ~~the Chief~~ Financial Officer since 2004. Prior to joining ARRIS, Mr. Potts was Chief Financial Officer of ARRIS Interactive L.L.C. and held various executive management positions with Nortel Networks, including Vice President and Chief Financial Officer of Bell Northern Research and Vice President of Mergers and Acquisitions. Prior to Nortel Networks, Mr. Potts was with Touche Ross in Toronto. Data

~~Mr.~~The selected consolidated financial data as of December ~~Potts~~31, ~~holds~~2018 aand ~~Bachelor~~2017 and for each of ~~Commerce~~the ~~degree~~three years in the period ended December 31, 2018 set forth below are derived from ~~Lakehead~~the ~~University~~accompanying audited consolidated financial statements of ARRIS and should be read in ~~Canada~~conjunction with such statements and related notes thereto. The selected consolidated financial data as of December 31, 2016, 2015, and 2014 and for the years ended December 31, 2015 and 2014 is aderived ~~member~~from audited consolidated financial statements that have not been included in this filing. The historical consolidated financial information is not necessarily indicative of the ~~Institute~~results of future operations and should be read in conjunction with ARRIS’s historical consolidated financial statements and the related notes thereto and “Management’s Discussion and Analysis of ~~Chartered~~Financial Condition and Results of Operations” ~~Accountants~~included elsewhere in ~~Canada.~~this document.

~~Mr.~~On April ~~Potts~~17, ~~has~~2013, we ~~been~~completed aour ~~Board~~acquisition ~~Member~~of Motorola Home and applied the acquisition method of ~~Internap~~accounting ~~Corporation~~for ~~(INAP)~~the ~~since~~business ~~2017~~combination. The selected balance sheet data as of December 31, ~~which~~2013 ~~trades~~represents onthe consolidated statement of financial position of the combined ~~NASDAQ~~company. The consolidated operating data for the year ended December 31, 2013 includes approximately eight months of operating results of the combined company.

~~Lawrence~~On ~~Robinson~~January 4, ~~is President~~2016, we ~~Customer~~completed ~~Premises~~our ~~Equipment,~~acquisition ~~which~~of ~~comprises in-home~~Pace ~~video~~and ~~solutions~~applied ~~including~~the ~~digital~~acquisition ~~cable~~method ~~set-tops,~~of ~~satellite~~accounting ~~receivers,~~for ~~and~~the ~~IP-based~~business TVcombination. ~~products,~~The asselected balance ~~well~~sheet data as ~~a comprehensive~~of ~~portfolio~~December 31, of2016 ~~broadband~~and ~~devices~~the ~~incorporating~~consolidated operating data for the ~~latest~~year inended ~~DOCSIS~~December 31, ~~DSL,~~2016 ~~and~~represent the ~~fiber~~consolidated ~~technologies.~~statement of financial position of the combined company.

~~Mr. Robinson~~On ~~assumed~~December ~~his~~1, ~~current~~2017, ~~role~~we completed ~~after~~our ~~the~~acquisition ~~ARRIS~~of Ruckus Networks and applied the acquisition method of ~~Motorola~~accounting ~~Mobility’s~~for ~~Home~~the business ~~where~~combination. heThe selected ~~was~~balance ~~Senior~~sheet ~~Vice President~~data ~~and~~as ~~General~~of ~~Manager~~December 31, 2017 represents the consolidated statement of financial position of the ~~Home~~combined company. ~~Devices~~The ~~business~~consolidated ~~responsible~~operating data for ~~its~~the ~~video~~year ended December 31, ~~voice~~2017 ~~and~~includes ~~data~~approximately ~~product~~one ~~portfolio,~~month ~~including~~of ~~set-tops,~~operating results ~~modems~~of ~~and~~the ~~gateways.~~combined company.

~~While~~See atNote ~~Motorola,~~25 ~~Mr. Robinson~~Summary Quarterly ~~held~~Consolidated aFinancial ~~variety~~Information of ~~senior~~the ~~level~~Notes ~~positions~~to ~~including Corporate Vice President, Product Management in~~ the ~~Digital~~Consolidated ~~Video~~Financial ~~Solutions~~Statements ~~Group.~~for Ina ~~this~~summary ~~role, he led the definition and management~~ of ~~digital~~our ~~cable~~quarterly consolidated ~~and~~financial ~~satellite~~information ~~set-tops product lines~~ for ~~the~~2018 ~~Americas’~~and ~~market.~~2017 ~~Robinson~~(in ~~also~~thousands, ~~managed~~except ~~strategic partnerships~~per ~~that~~share ~~complemented the portfolio~~data).

Mr. Robinson holds a Master’s degree in Technology Management from the University of Pennsylvania and a Bachelor’s degree in Electrical Engineering from the Catholic University of America.

	2018			2017			2016			2015			2014
Consolidated Operating Data:
Net sales	$	6,742,640		$	6,614,392		$	6,829,118		$	4,798,332		$	5,322,921
Cost of sales		4,823,781			4,948,153			5,121,501			3,379,409			3,740,425
Gross margin		1,918,859			1,666,239			1,707,617			1,418,923			1,582,496
Selling, general, and administrative expenses		667,053			475,369			454,190			417,085			410,568
Research and development expenses		644,038			539,094			584,909			534,168			556,575
Amortization of intangible assets		383,561			375,407			397,464			227,440			236,521
Impairment of goodwill and intangible assets		3,400			55,000			2,200			—			—
Integration, acquisition, restructuring and other costs, net		41,922			98,357			158,137			29,277			37,498
Operating income		178,885			123,012			110,717			210,953			341,334
Interest expense		95,086			87,088			79,817			70,936			62,901
Loss on investments		308			11,066			21,194			6,220			10,961
Loss (gain) on foreign currency		3,834			9,757			(13,982	)		20,761			2,637
Interest income		(8,341	)		(7,975	)		(4,395	)		(2,379	)		(2,590	)
Other expense (income), net		5,056			1,873			3,991			8,362			28,195
Income before income taxes		82,942			21,203			24,092			107,053			239,230
Income tax (benefit) expense		(24,344	)		(44,921	)		15,131			22,594			(87,981	)
Consolidated net income		107,286			66,124			8,961			84,459			327,211
Net loss attributable to noncontrolling interest		(6,454	)		(25,903	)		(9,139	)		(7,722	)		—
Net income attributable to ARRIS International plc.	$	113,740		$	92,027		$	18,100		$	92,181		$	327,211
Basic	$	0.63		$	0.49		$	0.09		$	0.63		$	2.27
Diluted	$	0.62		$	0.49		$	0.09		$	0.62		$	2.21
Selected Balance Sheet Data:
Total assets	$	7,327,869		$	7,624,257		$	7,758,362		$	4,523,516		$	4,341,042
Long-term obligations	$	2,354,254		$	2,506,954		$	2,697,491		$	1,669,925		$	1,646,604

Daniel T. Whalen is the President of the Network & Cloud business at ARRIS. Mr. Whalen oversees the development and delivery of the company’s leading portfolio of broadband and video network infrastructure technologies and cloud-based software solutions. 34

MrItem 7. ~~Whalen~~ ~~previously~~Management’s ~~served~~Discussion asand ~~the~~Analysis ~~Senior~~of ~~Vice~~Financial ~~President~~Condition and ~~General~~Results ~~Manager~~ of ~~Global Services.~~ Operations

~~Mr. Whalen~~Overview joined ARRIS in 2008 as Vice President of Sales, after spending seven years as Area Director at Cisco. At Cisco, Mr. Whalen led the US Cable Service sales organization. There, he was integral in establishing early VoIP, VOD, Broadband Provisioning, Regional Area Network and IP Backbone service deployments for the US Service Provider market.

~~Mr. Whalen~~ARRIS, ~~has~~headquartered ~~held~~in Suwanee, Georgia, is a ~~number~~global ofleader ~~positions~~ in ~~the~~entertainment, ~~technology~~communications, ~~sector~~and ~~over~~networking ~~the~~technology. ~~last~~Our 20innovative ~~years~~offerings combine ~~including~~hardware, ~~sales~~software, ~~operations~~and ~~management,~~services ~~project~~to ~~management,~~enable advanced video experiences and ~~engineering~~constant atconnectivity ~~Bell~~featuring ~~Atlantic~~high bandwidth, speeds and ~~Comdisco~~reliability. Our products and services are utilized by the world’s leading service providers, ascommercial enterprises ~~well~~and asthe ~~consulting~~hundreds atof ~~KPMG.~~millions of people they serve.

MrWe operate in three business segments: Customer Premises Equipment, Network & Cloud and Enterprise Networks. ~~Whalen~~We ~~received~~enable aservice ~~Bachelor’s~~providers, ~~Degree~~including cable, intelephone, ~~Civil~~digital ~~Engineering~~broadcast ~~from~~satellite ~~the~~operators ~~Stevens~~and ~~Institute~~media programmers, to deliver media, voice, and IP data services to oftheir ~~Technology~~subscribers and enable enterprises to experience constant, wireless and wired connectivity across complex and varied networking environment. We are a leader in ~~Hoboken~~set-tops, NJdigital video and Internet Protocol Television distribution systems, broadband access infrastructure platforms, associated data and voice CPE and wired and wireless enterprise networking. Our solutions are complemented by a broad array of services, including technical support, repair and refurbishment, and system design and integration.

~~Dan~~Comparisons ~~Rabinovitsj~~to isour ~~President~~prior period ofresults ~~Enterprise~~are ~~Networks.~~impacted Inby ~~this role, Mr. Rabinovitsj leads~~ the ~~unit~~acquisition ~~that~~of ~~focuses~~Ruckus Networks on ~~enabling~~December ~~constant~~1, wireless and wired connectivity across complex and varied networking environments—serving enterprises and service providers across multiple verticals, including hospitality, smart cities, K-12, government and others2017.

40Proposed Transaction with CommScope

~~Table~~On November 8, 2018, ARRIS and CommScope entered into a Bid Conduct Agreement whereby CommScope agreed to acquire ARRIS in an all-cash transaction for $31.75 per share or a total purchase price of ~~Contents~~approximately $7.4 billion, including repayment of debt. In addition, The Carlyle Group, a global alternative asset manager, plans to participate in the acquisition and reestablishes an ownership position in CommScope through a $1 billion minority equity investment as part of CommScope's financing of the transaction. The combined company is expected to drive profitable growth in new markets, shape the future of wired and wireless communications, and position the new company to benefit from key industry trends, including network convergence, fiber and mobility everywhere, 5G, Internet of Things and rapidly changing network and technology architectures.

~~Mr. Rabinovitsj~~The ~~assumed~~consummation of ~~his~~the ~~current~~Acquisition ~~role~~is ~~after~~subject ~~ARRIS~~to ~~acquisition~~various closing conditions, including, among other things, (i) the receipt of certain approvals of our shareholders, (ii) the ~~Ruckus~~sanction ~~Networks~~of the Scheme by the High Court of Justice of England and Wales, (iii) the ~~businesses~~receipt inof ~~December~~certain ~~2017.~~required ~~Prior~~regulatory toapprovals or lapse of certain review periods with respect thereto, including those in the ~~acquisition~~U.S. and European Union, heChile, ~~served~~Mexico, asRussia and South Africa, (iv) the ~~Chief~~absence ~~Operating~~of ~~Officer~~a Company Material Adverse Effect (~~COO~~as defined in the Acquisition Agreement), ~~Ruckus~~(v) the ~~Wireless~~accuracy of representations and ~~SVP~~warranties (subject, ~~Network~~in ~~Edge~~certain cases, ~~Business~~to ~~Unit~~certain atmateriality ~~Brocade~~or ~~Communication~~Company ~~Systems,~~Material ~~managing~~Adverse ~~day-to-day~~Effect ~~operations~~qualifiers, ~~for~~as ~~wired~~applicable) and ~~wireless~~(vi) ~~networking~~the ~~products~~absence ~~and~~of ~~solutions.~~legal restraints Mrprohibiting or restraining the Acquisition. ~~Rabinovitsj~~ ~~also~~Our ~~served~~shareholders asapproved ~~COO~~the ofAcquisition ~~Ruckus~~on ~~Wireless~~February 1, ~~Inc.~~2019 ~~from~~and regulatory ~~October~~approvals ~~2014~~have ~~until~~been ~~its~~received, ~~acquisition~~or bythe ~~Brocade Communication~~review ~~Systems~~period has lapsed, in ~~2016~~the European Union, United States, Russia and South Africa. The parties expect to complete the Acquisition in the first half of 2019.

~~Prior~~For toadditional ~~joining Ruckus, Mr. Rabinovitsj was Senior Vice President and General Manager of~~information ~~the~~regarding ~~Wired~~certain ~~and~~risks ~~Wireless~~related ~~Networking Group at Qualcomm from 2011~~ to ~~2014.~~the InAcquisition ~~that~~see ~~role, Dan ran~~ the ~~networking~~information ~~and~~under ~~small cells business and helped drive~~ the ~~transition~~caption to“Risk ~~smart~~Factors,” ~~routers~~located ~~to dramatically improve user experience and start the transition to~~in ~~the~~Item ~~Internet~~1A of ~~Everything.~~Part HeI ~~also led Qualcomm’s initiative to drive high-density deployment~~ of ~~LTE~~this ~~infrastructure, which has continued at Ruckus as the OpenG™ platform~~Report.

~~Mr. Rabinovitsj~~Business ~~previously held management positions with Atheros, NXP, Silicon Labs~~ and ~~AMD,~~Financial ~~working~~Highlights: ~~on technology initiatives from central office switching systems to mobile handset platforms and network processors.~~

~~Mr. Rabinovitsj~~Business ~~holds~~Highlights ~~a Master’s degree in Asian Studies and a Bachelor’s degree in Philosophy from the University of Texas at Austin.~~

~~Stephen~~• ~~McCaffery~~On isNovember ~~President~~8, ~~International~~2018, ~~Sales~~we ~~and~~announced ~~Managing~~that ~~Director,~~we ~~International~~have ~~Business~~entered ~~Operations~~into ~~Group.~~a Indefinitive ~~this~~agreement ~~role, Mr~~for ~~McCaffery~~CommScope ~~leads~~to ~~International~~purchase ~~Sales~~ARRIS ~~and~~for ~~oversees~~a ~~ARRIS’s~~cash ~~International~~price ~~Business~~of ~~Operations Group~~$31.75, ~~which~~a ispremium ~~focused~~of on27% ~~aligning~~over the volume weighted average closing price of ARRIS’s ~~sales~~common ~~and~~stock ~~business~~for ~~operations~~the 30 trading days ending October 23, 2018 (1), subject to ~~accelerate~~shareholder ~~our~~approval ~~international~~and ~~growth~~certain inclosing ~~key~~conditions, ~~markets~~including ~~outside~~necessary ~~the~~regulatory USapprovals.

~~Previously,~~• ~~Mr. McCaffery~~We ~~served~~have asmade ~~General~~significant ~~Manager~~progress ~~and~~in ~~Managing~~the ~~Director~~integration of ~~ARRIS International Operations. Mr. McCaffery joined ARRIS as SVP of EMEA Sales following~~ the ~~company’s~~Ruckus ~~2013~~business ~~acquisition of Motorola Mobility~~operations, ~~where~~which hewere ~~served~~acquired asin ~~Vice~~December ~~President, Europe~~2017.

~~Prior~~• toInternational ~~joining~~revenues ~~Motorola,~~reflected ~~Mr. McCaffery~~growth ~~was~~in ~~Vice~~all ~~President~~regions ofas ~~Sales~~operators ~~and~~invested ~~Services~~in ~~for~~broadband ~~Alcatel’s Optical Networks Group within the company’s Wireline Product Group, leading sales for the North Europe region~~ and ~~assisting~~video incapabilities ~~the~~compared ~~group’s~~to ~~integration program following the merger of Alcatel and Lucent~~2017.

Mr• During 2018, we used $353. ~~McCaffery~~1 ~~holds~~million aof ~~degree~~cash into ~~Electrical~~repurchase ~~and~~13.9 ~~Electronic~~million ~~Engineering~~of ~~from~~our ~~Warwick~~ordinary ~~University~~shares at an average price of $25.38 per share.

~~Timothy~~(1) ~~O’Loughlin~~The isday ~~President,~~prior ~~North~~to ~~American~~market ~~Sales~~rumors atregarding ~~ARRIS.~~a ~~Mr. O’Loughlin assumed~~potential ~~his~~transaction ~~current~~leaking ~~role~~to ~~after~~ the ~~acquisition of Pace~~media. ~~Previously, he served as President of Pace Americas, overseeing the United States and Canada.~~

Mr. O’Loughlin joined Pace in March 2001 as part of the marketing team and served in various roles including Senior Vice President of Sales and Customer Support, Vice President of Business Development, and Vice President of Sales and Marketing. He was an instrumental part of Pace’s expansion throughout the cable, telecommunications, and satellite industries. 35

~~Prior~~Financial toHighlights joining Pace, Mr. O’Loughlin held strategic marketing positions in the hospitality and telecom industries. He holds a Bachelor’s degree in Business Administration and an MBA from Florida Atlantic University.

~~James~~• R.Sales ~~Brennan~~in is2018 ~~Senior~~were ~~Vice~~$6,742.6 ~~President~~million ofas ~~Supply~~compared ~~Chain~~to ~~and~~$6,614.4 ~~Quality~~million ~~and~~in ~~responsible for leading the supply chain~~2017, ~~quality~~resulting ~~and operation~~from ~~services~~our ~~and~~Ruckus ~~solutions that deliver financial results~~acquisition, ~~customer~~partially ~~satisfaction~~offset ~~and~~by ~~industry~~decline ~~leading~~in ~~practices~~CPE.

~~Mr. Brennan~~• ~~held~~Gross amargin ~~similar~~percentage ~~role~~was as28.5% ~~the~~in ~~Corporate~~2018, ~~Vice~~compared ~~President~~to of25.2% ~~Supply~~in ~~Chain~~2017. ~~and~~The ~~Quality~~increase ~~for~~in the ~~Motorola~~margin ~~Mobility’s~~reflects ~~Home business.~~changes ~~He served~~ in ~~various~~product ~~executive positions at Motorola~~mix, ~~including~~in ~~Vice~~particular ~~President~~the ~~Business~~inclusion ~~Transformation and Chief Quality Officer and Corporate Vice President~~ of ~~the~~Enterprise ~~Home &~~ Networks ~~Mobility~~for ~~supply~~the ~~chain~~full year, which ~~included~~is ~~global operations~~helping ~~associated~~offset ~~with~~memory ~~planning,~~and ~~purchasing,~~other ~~new~~ product ~~introduction,~~cost ~~manufacturing,~~increases ~~customer fulfillment and repair. Mr. Brennan also served~~ in ~~other~~our ~~senior~~CPE ~~leadership positions, including strategy, business operations, IT, and mergers and acquisitions~~products.

41• Total operating expenses (excluding amortization of intangible assets, impairment of goodwill and intangible assets, integration, acquisition, restructuring and other costs, net) were $1,311.1 million in 2018, as compared to $1,014.5 million in the same period last year. The increase primarily reflects the incremental expense associated with our acquisition of Ruckus Networks. In addition, we increased our investment in sales and marketing and in research and development for the Enterprise segment to help grow sales and market share. During 2018, we implemented restructuring activities that has affected 1,084 employees, including the closure of our factory in Taiwan, which has and will lower operating expense.

~~Table~~• We ended 2018 with $735.5 million of ~~Contents~~cash, cash equivalents, and marketable security investments, which compares to $511.4 million at the end of 2017. We generated $649.0 million of cash from operating activities in 2018 and $533.8 million during 2017.

~~Prior~~• toUnder ~~joining~~our ~~Motorola~~credit ~~in 2000~~facility, ~~Mr. Brennan~~we ~~held~~ended ~~leadership~~2018 ~~positions~~with long-term debt of $2,073.9 million, at ~~General Instrument~~face invalue, ~~Operations~~the ~~and~~current ~~Northrop~~portion ~~Grumman/Vought~~of ~~Aircraft~~which inis ~~engineering~~$87.5 ~~development,~~million. ~~manufacturing,~~We ~~flight~~made ~~test~~mandatory ~~operations~~payments ~~and~~of ~~quality~~$87.5 million during 2018.

~~Mr. Brennan~~Industry earned a Bachelor’s degree in Mechanical Engineering from Old Dominion University. He also completed the University of Pennsylvania’s Wharton School and the University of Michigan’s executive programs. Conditions

~~Philip~~Consolidation C.of Customers ~~Baldock~~Has isOccurred ~~Senior~~and ~~Vice~~May ~~President,~~Continue ~~Chief~~— ~~Information~~The ~~Officer~~broadcast atand ~~ARRIS.~~broadband communication systems industry historically ~~Mr. Baldock~~has ~~assumed~~experienced, ~~his~~and ~~current~~continues ~~role~~to ~~after~~experience, the ~~acquisition~~consolidation of ~~Pace.~~many Heindustry isparticipants. ~~responsible~~For ~~for~~example, ~~developing~~Comcast ~~ARRIS’s~~acquired ITSky, Vodafone ~~strategy~~merged toits ~~deliver~~mobile ~~increased~~operations ~~operating~~in ~~performance~~India ~~and~~with ~~productivity.~~Idea ~~Previously~~Cellular, ~~Mr. Baldock~~LGI ~~served~~sold ascertain ~~Senior~~of ~~Vice~~its properties to T-Mobile, Wave Broadband ~~President~~consolidated ofwith ~~Business~~RCN ~~Operations~~under atcommon ~~Pace~~ownership, ~~overseeing~~Atlantic ~~Manufacturing~~Broadband/Cogeco ~~Strategy~~purchased MetroCast, ~~Procurement~~Cable One bought NewWave Communications, T-Mobile ~~Quality~~US acquired TV service provider Layer3, and ~~Business~~Cablevision ~~Systems~~SA (Argentina) merged with Telecom Argentina SA. He ~~was~~We ~~also~~believe ~~responsible~~we are ~~for~~favorably ~~Pace’s~~positioned ~~supplier~~to ~~relationships~~capitalize ~~and~~on ~~acted~~this inconsolidation through a ~~governance~~broader ~~capacity~~portfolio, ~~ensuring~~global ~~Pace~~scale, ~~met~~and ~~its~~leadership in many ~~corporate~~of ~~social~~the ~~responsibility~~platforms ~~obligations~~and components that these providers depend on to deliver services. The impact of this customer M&A activity is difficult to estimate but may include:

~~Mr. Baldock joined~~• ~~Pace~~a near-term delay in ~~1997~~capital asexpenditures aby ~~Financial~~the ~~Accountant~~impacted atcustomers ~~the Company’s~~until UKacquisitions ~~headquarters~~are integrated. In ~~2005~~Once the acquisition is integrated, hewe ~~transferred~~believe tothere is the ~~Pace~~potential ~~Americas~~for ~~office~~increased incapital ~~Boca~~expenditure ~~Raton,~~as FLacquiring ~~where~~operators ~~his~~work ~~roles~~to ~~included~~standardize ~~Product~~the ~~Manager,~~purchased ~~Director~~network ofto ~~Commercial~~the ~~Operations~~acquirer’s existing systems and, VPin many cases, ~~Customer~~upgrade ~~Support.~~the acquired networks;

~~Mr. Baldock qualified~~• aspressures afrom ~~Chartered~~the ~~Management~~resulting ~~Accountant~~customers infor ~~the~~lower UKprices ~~and~~or ~~holds~~better aterms, ~~Bachelor’s~~reflecting ~~Degree~~the increase in ~~Accounting~~the ~~from Glasgow~~total ~~Caledonian~~volume ~~University~~of ~~and~~products anpurchased ~~MBA~~or ~~from~~ the ~~University~~elimination of ~~Florida~~a price differential between the acquiring customer and the company acquired; and

~~Patrick~~• W.potential ~~Macken~~volatility isin ~~Senior~~demand ~~Vice~~depending ~~President, General~~upon ~~Counsel~~which ~~and Secretary. In this role~~technology, heproducts ~~oversees~~and ~~all~~vendors ~~aspects~~each ofcustomer ~~the~~chooses ~~Company’s~~to ~~legal~~use ~~function.~~post ~~Mr. Macken~~integration, ~~joined~~including ~~ARRIS~~reductions in ~~2015~~purchases from ~~Troutman~~us ~~Sanders LLP, where he served as partner in the firm’s Corporate Group, providing legal counsel and support~~ to ~~ARRIS~~diversify ~~for~~their ~~more~~supplier ~~than 10 years~~base. ~~His legal expertise spans securities law, mergers and acquisitions, capital markets, commercial law and corporate governance.~~

~~Mr. Macken~~In ~~holds~~addition ato ~~Bachelor’s~~consolidation of ~~Degree~~service ~~and~~providers on a ~~Juris~~global ~~Doctorate~~basis, many of the firms that ARRIS purchases equipment and services from ~~Tulane~~have ~~University~~consolidated as well and the trend is expected to continue. The specific impact of the above trend is difficult to predict and quantify, but in general we believe:

~~Victoria~~• P.Vendor ~~Brewster~~consolidation isgives ~~Senior~~suppliers ~~Vice~~greater ~~President~~scale offor ~~Human~~R&D, ~~Resources~~sales and marketing, ~~where~~and ~~she~~manufacturing. ~~leads~~This ~~global~~increased ~~people~~scale ~~strategies~~increases ~~that~~risk ~~enable~~of ~~growth, energize~~supplier ~~the~~inflexibility ~~culture,~~as ~~and~~well ~~create~~as anbeing ~~employee~~locked ~~competitive~~to ~~advantage~~a ~~for~~particular ~~ARRIS.~~supplier with potentially high switching costs.

~~Ms. Brewster~~• ~~has~~At ~~held~~the asame ~~leadership~~time, ~~role~~supplier ~~in Human~~consolidation ~~Resource~~provides atbenefits ~~ARRIS~~of ~~for~~reduced ~~over~~costs athrough ~~decade~~innovation, ~~managing~~efficiency ~~global~~of ~~business-critical~~working ~~functions~~with ~~including~~fewer ~~talent~~suppliers ~~acquisition, compensation, benefits, HR systems, talent management,~~ and ~~employee~~higher ~~relations.~~levels ~~Her work includes leading the HR integration~~ of ~~strategic~~ ~~ARRIS~~service ~~acquisitions including Motorola Home~~ and ~~Pace~~support. ~~She~~These ~~founded~~benefits ~~and~~facilitate ~~serves~~higher aslevel ~~executive~~of ~~sponsor~~service ofthroughout the ~~ARRIS~~entire ~~Women’s~~ecosystem ~~Business~~for ~~Network.~~our ~~Prior to joining ARRIS in 2006, Ms~~customers. ~~Brewster held senior leadership roles at S1 Corporation, NDCHealth, WebMD, and HBO & Company.~~

MsCapital Expenditures of Telecom Customers Have Been and May Continue to be Lower — Many of our telecom customers, including AT&T and Verizon, have participated in FCC sponsored spectrum auctions in the interest of expanding their network capacity to meet increasing customer demand. ~~Brewster~~ ~~holds~~As a ~~Bachelor~~result, capital expenditures at our existing and potential telecom customers are expected to be lower as a result of the costs associated with participating in the auction. Comcast’s ~~degree~~acquisition inof ~~Industrial~~Sky ~~Relations~~may shift capital away from projects that generate ARRIS sales and the pending T-Mobile acquisition of Sprint appears to have delayed some capital projects ~~Psychology~~for ~~from~~both companies. The purchase of DirecTV by AT&T has altered the ~~University~~historic AT&T product strategy for video deployments, decreasing our sales. Verizon completed the sale of ~~North~~certain ~~Carolina~~properties atto ~~Chapel~~Frontier, ~~Hill~~which, coupled with a decrease in net subscriber additions, has impacted the demand for our products. Nevertheless, as described below, we still believe that the need for network expansion to meet subscriber demand presents potential opportunities for increased sales of our products to these customers.

42 36

~~Table~~The markets for both Service Provider and Enterprise Wi-Fi are growing but are also highly competitive — We believe the markets for our Wi-Fi solutions are growing rapidly and our intention is to continue to invest for long-term growth to maintain our competitiveness. We expect to continue to invest heavily in research and development to expand the capabilities of ~~Contents~~our solutions with respect to services providers and enterprises. We will invest in migrating to cloud-based managed Wi-Fi services as a way for organizations to further leverage investments in Wi-Fi infrastructure. Managed Wi-Fi services, such as the ability to use Wi-Fi to gather detailed user analytics, demographics and user location information, allow companies to better understand network traffic and user interactions. We also plan to continue to make significant investments in our field sales and marketing activities, both by increasing our service provider focused direct sales force and by expanding our network of channel partners.

~~PART~~Foreign IIExchange Fluctuations Have and May Continue to Impact Demand — The majority of our international sales are denominated in U.S. dollars. During periods where the U.S. dollar strengthens, it may impact these customers’ ability to purchase products, which could have a material impact on our sales in the affected countries. These customers may delay or reduce future purchases from us, and we may experience pricing pressures in order to maintain or increase our market share with these international customers, and we may face longer payment cycles.

~~Item~~Growth 5.of ~~Market~~Connected Device ~~for~~Ecosystem ~~Registrant~~— Consumers’s ~~Common~~growing ~~Equity~~appetite for connected devices creates an unprecedented opportunity to deliver consistent and engaging services over the Internet of Things. Service providers have an incumbent advantage in offering new forms of entertainment and communications, ~~Related~~but ~~Stockholder~~still ~~Matters~~face many challenges in delivering new services across this complex system of devices. ARRIS is in position to drive this opportunity for providers as a result of our expertise in full-cycle service delivery — from the network to the cloud and ~~Issuer~~the ~~Purchases~~home. We provide the portfolio and professional services to navigate this new combination of ~~Equity~~device ~~Securities~~interfaces, communications protocols, device management standards, and security considerations.

~~ARRIS’s~~Wireline ~~stock~~Broadband Service isProviders ~~traded~~may onEvolve ~~the~~into ~~NASDAQ~~partial ~~Global~~or ~~Select~~predominantly ~~Market~~Wireless ~~under~~Network Operators — As consumer and business demand for ubiquitous connectivity for their devices continues to increase, wireline operators may shift or increase investment into wireless technologies such as Wi-Fi, LTE Small Cell, or the ~~symbol~~emerging Citizen’s Band Radio Service (“~~ARRS.~~CBRS”) Shared ~~The~~Spectrum. ARRIS ~~following~~is ~~table~~positioned ~~reports~~to ~~the~~participate ~~high~~in Service Provider’s residential wireless investments with our portfolio of Wi-Fi enabled cable modems and ~~low~~DSL ~~trading~~modems. ~~prices~~With ~~per~~the ~~share~~recently completed Ruckus Networks acquisition, we now also have a portfolio of ~~our~~Access ~~stock~~Points, asControllers, ~~listed~~Cloud onManagement, and Data Analytics to participate in opportunities in both the ~~NASDAQ~~enterprise market ~~Global~~and ~~Market~~Service ~~System:~~Provider public access (e.g. hot spots).

	High		Low
2016
First Quarter	$	31.25	$	20.27
Second Quarter		26.00		20.05
Third Quarter		29.54		21.03
Fourth Quarter		31.50		25.78
2017
First Quarter	$	31.52	$	24.75
Second Quarter		29.65		25.10
Third Quarter		30.38		26.09
Fourth Quarter		30.00		24.85

Network Optimization and Scaling Infrastructure to Keep Up with Increasing Consumer Bandwidth Demand — As service providers prepare to deliver more advanced services to subscribers — such as 4K TV, IoT, gigabit Wi-Fi — they are investing increasingly in their networks to anticipate the reciprocal need for more bandwidth. Providers are looking to ARRIS for its leadership in technologies like DOCSIS, CCAP, and DAA to scale to these multi-gigabit services and ARRIS continues to invest in R&D to keep its customers’ networks ahead of market demand for these services.

WeCompetition ~~have~~Increasing between ~~not~~Cable ~~paid~~Operators, ~~cash~~Telecom ~~dividends~~Companies, onand ~~our~~New ~~stock~~Entrants ~~since~~— ~~our~~The ~~inception.~~lines Inbetween ~~addition,~~telecom ~~there~~and ~~are~~cable ~~restrictions that~~providers ~~currently~~has ~~materially~~blurred ~~limit~~as ~~our~~each ~~ability~~has toembraced ~~pay~~the ~~any~~triple ~~dividends~~play. ~~The~~Moreover, ~~credit~~OTT ~~agreement~~market ~~governing~~participants ~~our~~and ~~senior~~individual ~~secured~~programming ~~credit~~networks ~~facilities~~have ~~contains~~entered the ~~restrictions~~market onwith ~~our~~competing ~~ability~~products toplacing ~~pay~~higher ~~dividends.~~bandwidth Wedemands ~~also~~on ~~have~~the ~~subsidiaries~~network. inThis ~~countries~~competition ~~that~~emphasizes ~~maintain~~the enabling technologies ~~restrictions,~~behind ~~such~~each asapproach ~~legal~~— ~~reserves~~including DOCSIS, ~~with~~fiber, ~~respect~~G.Fast, toand ~~the~~others ~~amount~~— ofand ~~dividends~~the ~~that~~increasing investment in the ~~subsidiaries~~network ~~can~~infrastructure and ~~distribute.~~CPE ~~Additionally,~~required ~~some~~to ~~countries~~deliver ~~impose~~these ~~restrictions~~services. orARRIS’s ~~controls~~leadership ~~over~~across ~~how~~these ~~and~~solutions ~~when~~positions ~~dividends~~us ~~can~~to becapitalize ~~paid~~on bythe ~~these~~growing competition ~~subsidiaries~~between all three stakeholders.

AsService Providers are Demanding Advanced Network Technologies and Software Solutions — The increase in volume and complexity of ~~January 31~~the signals transmitted over broadband networks as a result of the migration to an all-digital, ~~2018~~all-IP, ~~there~~on ~~were~~demand 74network ~~record~~is causing ~~holders~~service providers to deploy new technologies. Service providers also are demanding sophisticated network and service management software applications that minimize operating expenditures needed to support the complexity of ~~our~~two-way ~~ordinary~~broadband ~~shares~~communications systems. ~~(with~~As ana ~~estimated~~result, ~~approximately~~service 44providers are focusing on technologies and products that are flexible,~~000~~ cost-effective, compliant ~~beneficial~~with ~~holders~~open industry standards, and scalable to meet subscriber growth and effectively deliver reliable, enhanced services. As part of this evolution, some operators (for example Comcast with its Reference Design Kit (“RDK”) ~~This~~efforts) ~~number~~are ~~excludes~~choosing to ~~shareholders~~design ~~holding~~portions ~~stock~~of ~~under~~the ~~nominee~~set-tops orfirmware ~~street~~internally. ~~name~~As ~~accounts~~a ~~with~~result, ~~brokers~~we oranticipate ~~banks~~that over time operators will migrate to an all IP network and look to enable new platforms and technologies intended to accelerate the deployment of new services. As this occurs, which we believe will be over a multi-year period, we anticipate a decline in demand for our traditional set-tops and an increase in demand for new IP set-tops.

~~Issuer Purchases of Equity Securities~~ 37

~~The~~Results ~~table below sets forth the purchases~~ of ~~ARRIS~~Operations ~~stock for the quarter ended December 31, 2017:~~

Period	TotalNumber ofSharesPurchased(1)		AveragePricePaidPerShare		Total Number ofSharesPurchased asPart of PubliclyAnnounced Plansor Programs		ApproximateDollar Value ofShares That MayYet Be PurchasedUnder the Plansor Programs(in thousands)
October 31		230,307	$	28.62		230,307		268,408
November 30		55,830	$	26.61		50,867		267,009
December 31		1,580,417	$	26.63		1,577,556		225,000

Overview

~~(1)~~As Anhighlighted ~~aggregate~~above, we ofhave 7faced,~~824~~ ~~shares~~and ~~shown~~ in the ~~table~~future, ~~above~~will ~~were~~face ~~subject~~significant tochanges ~~equity~~in ~~awards~~our ~~that~~industry ~~were~~and ~~cancelled~~business. ~~for~~These ~~cash~~changes tohave ~~satisfy~~impacted ~~minimum~~our ~~tax~~results of ~~withholding~~operations ~~obligations~~and ~~that~~are ~~arose~~expected onto do so in the ~~vesting~~future. ofAs a result, we have implemented strategies both in anticipation and in reaction to the ~~applicable~~impact ~~restricted~~of ~~stock~~these ~~units~~dynamics.

~~Upon~~Below ~~completing~~is ~~the~~a ~~Pace~~table ~~combination, we~~that ~~conducted~~shows aour ~~court-approved~~key ~~process~~operating indata ~~accordance~~as ~~with~~a ~~section~~percentage ~~641(1)(b)~~ of ~~the U~~sales.K. ~~Companies~~Following ~~Act~~the ~~2006,~~table ~~pursuant~~is toa ~~which~~detailed wedescription ~~reduced~~of ~~our~~the ~~stated~~major ~~share~~factors ~~capital~~impacting the ~~and~~year-over-year ~~thereby~~changes ~~increased~~of ~~our~~the ~~distributable~~key ~~reserves~~lines orof ~~excess~~our ~~capital~~results ~~out~~ of ~~which~~operations we(as ~~may legally pay dividends or repurchase shares. Distributable reserves are not linked to~~ a ~~U.S.~~percentage ~~GAAP~~of ~~reported amount.~~ sales)

	Years Ended December 31,
	2018			2017			2016
Net sales		100.0	%		100.0	%		100.0	%
Cost of sales		71.5			74.8			75.0
Gross margin		28.5			25.2			25.0
Operating expenses:
Selling, general, and administrative expenses		9.9			7.2			6.6
Research and development expenses		9.5			8.1			8.6
Amortization of intangible assets		5.7			5.7			5.8
Impairment of goodwill and intangible assets		0.1			0.8			—
Integration, acquisition, restructuring and other costs, net		0.6			1.5			2.3
Operating income		2.7			1.9			1.7
Other expense (income):
Interest expense		1.4			1.3			1.2
Loss on investments		—			0.2			0.3
Loss (gain) on foreign currency		—			0.2			(0.2	)
Interest income		(0.1	)		(0.1	)		(0.1	)
Other expense, net		0.1			—			0.1
Income before income taxes		1.3			0.3			0.4
Income tax (benefit) expense		(0.3	)		(0.7	)		0.2
Consolidated net income		1.6	%		1.0	%		0.2	%
Net loss attributable to noncontrolling interest		(0.1	)		(0.4	)		(0.1	)
Net income attributable to ARRIS International plc.		1.7	%		1.4	%		0.3	%

~~Table of Contents~~38

InComparison ~~2016,~~of ~~the~~Operations ~~Board~~for ~~approved a $300 million share repurchase authorization replacing all prior programs. In early 2017,~~ the ~~Board~~Three ~~authorized~~Years anEnded ~~additional $300~~December ~~million~~31, 2018 ~~for share repurchases.~~

~~During~~Net ~~the~~Sales fiscal year of 2017, we repurchased 7.5 million shares of our common stock for $197.0 million at an average stock price of $26.12. The remaining authorized amount for stock repurchases under this plan was $225.0 million as of December 31, 2017. Unless terminated earlier by a Board resolution, this new plan will expire when we have used all authorized funds for repurchase. However, U.K. law also generally prohibits a company from repurchasing its own shares through “off market purchases” without prior approval of shareholders because we are not traded on a recognized investment exchange in the U.K. This shareholder approval lasts for a maximum period of five years. Prior to and in connection with the Pace combination, we obtained approval to purchase our own shares. This authority to repurchase shares terminates in January 2021, unless otherwise reapproved by our shareholders.

~~Stock~~The ~~Performance~~table ~~Graph~~below sets forth our net sales for each of our segments (in thousands, except percentages):

Below is a graph comparing total stockholder return on the Company’s stock from December 31, 2011 through December 31, 2017, with the Standard & Poor’s 500 and the Index of NASDAQ U.S. Stocks of entities in the industry of electronics and electrical equipment and components, exclusive of computer equipment (SIC 3600-3699), prepared by the Research Data Group, Inc.

	Net Sales									Increase (Decrease) Between Periods
	For the Years Ended December 31,									2018 vs. 2017						2017 vs. 2016
	2018			2017			2016			$			%			$			%
Business Segment:
CPE	$	3,923,894		$	4,475,670		$	4,747,445		$	(551,776	)		(12.3	)%	$	(271,775	)		(5.7	)%
N&C		2,156,577			2,094,113			2,111,708			62,464			3.0	%		(17,595	)		(0.8	)%
Enterprise		675,352			45,749			—			629,603			1,376.2	%		45,749			100	%
Other		(13,183	)		(1,140	)		(30,035	)		(12,043	)		1,056.4	%		28,895			96.2	%

Total sales	$	6,742,640		$	6,614,392		$	6,829,118		$	128,248			1.9	%	$	(214,726	)		(3.1	)%

~~COMPARISON~~The OFtable 5below ~~YEAR~~sets ~~CUMULATIVE~~forth ~~TOTAL~~our RETURN*domestic and international sales (in thousands, except percentages):

Among ARRIS International plc., the S&P 500 Index, and SIC Codes 3600 - 3699

	Net Sales						Increase (Decrease) Between Periods
	For the Years Ended December 31,						2018 vs. 2017						2017 vs. 2016
	2018		2017		2016		$			%			$			%
Domestic — U.S.	$	3,973,247	$	4,351,843	$	4,909,698	$	(378,596	)		(8.7	)%	$	(557,855	)		(11.4	)%
International:
Americas, excluding U.S.		1,182,289		1,080,456		982,769		101,833			9.4	%		97,687			9.9	%
Asia Pacific		431,045		374,772		291,504		56,273			15.0	%		83,268			28.6	%
EMEA		1,156,059		807,321		645,147		348,738			43.2	%		162,174			25.1	%
Total international	$	2,769,393	$	2,262,549	$	1,919,420	$	506,844			22.4	%	$	343,129			17.9	%
Total sales	$	6,742,640	$	6,614,392	$	6,829,118	$	128,248			1.9	%	$	(214,726	)		(3.1	)%

*$100Customer ~~invested~~Premises onEquipment ~~12/31/12~~Net inSales ~~stock~~2018 ~~or index, including reinvestment of dividends~~vs. 2017

~~Fiscal~~During the year ~~ending~~ ended December 31, 2018, sales in our CPE segment decreased by approximately $551.8 million, or 12.3%, as compared to 2017. The decrease is primarily attributable to video sales due to lower cable and telco demand in the United States. We anticipate the continued overall trend towards more broadband CPE sales and less video CPE sales as operators adopt all IP networks and continue their investment in higher speed internet services and better in-home Wi-Fi capabilities.

	12/12		12/13		12/14		12/15		12/16		12/17
ARRIS International plc.		100.00		162.92		202.07		204.62		201.67		171.95
S&P 500		100.00		132.39		150.51		152.59		170.84		208.14
SIC Codes 3600 — 3699		100.00		144.70		180.01		180.84		199.79		261.33
Copyright© 2018 Standard & Poor’s, a division of S&P Global. All rights reserved.

During the year ended December 31, 2018, sales in the N&C segment increased by approximately $62.5 million, or 3.0%, as compared to 2017. The increase in sales was primarily a result of increased CMTS product sales, partially offset by lower Access Technologies product sales.

44Enterprise Networks Net Sales 2018 vs. 2017

~~Table~~During the year ended December 31, 2018, sales in the Enterprise segment was approximately $675.4 million. Revenues were predominantly incremental in 2018, as the acquisition of ~~Contents~~Ruckus Networks was completed in the fourth quarter of 2017.

~~Notwithstanding~~Customer ~~anything~~Premises toEquipment ~~the~~Net ~~contrary~~Sales ~~set~~2017 ~~forth in any of our filings under the~~vs. ~~Securities~~2016 Act of 1933, or the Securities Exchange Act of 1934, that might incorporate future filings, including this Annual Report on Form 10-K, in whole or in part, the Performance Graph presented above shall not be incorporated by reference into any such filings.

~~Item~~During 6the year ended December 31, 2017, sales in our CPE segment decreased by approximately $271.8 million, ~~Selected~~or ~~Consolidated~~5.7%, ~~Historical~~as ~~Financial~~compared ~~Data~~to 2016. Video CPE sales declined due to lower volumes and were partially offset by increased Broadband CPE sales due to growth in our DOCSIS portfolio as compared to the same period in 2016.

~~The selected consolidated financial data as of December~~Network ~~31,~~& ~~2017~~Cloud ~~and~~Net ~~2016~~Sales ~~and for each of the three years in the period ended December 31,~~ 2017 ~~set forth below are derived from the accompanying audited consolidated financial statements of ARRIS, and should be read in conjunction with such statements and related notes thereto~~vs. ~~The selected consolidated financial data as of December 31, 2015, 2014, and 2013 and for the years ended~~2016 December 31, 2014 and 2013 is derived from audited consolidated financial statements that have not been included in this filing. The historical consolidated financial information is not necessarily indicative of the results of future operations and should be read in conjunction with ARRIS’s historical consolidated financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this document.

OnDuring ~~April~~the year ended December 1731, ~~2013~~2017, wesales ~~completed~~in ~~our~~the ~~acquisition~~N&C ofsegment ~~Motorola~~decreased ~~Home~~by ~~and~~approximately ~~applied~~$17.6 million, ~~the~~or ~~acquisition method~~0.8%, ofas ~~accounting~~compared ~~for~~to ~~the business combination~~2016. The ~~selected~~decrease ~~balance~~in ~~sheet~~sales ~~data~~was asprimarily a result of ~~December 31~~lower CMTS hardware sales, ~~2013~~which ~~represents~~were impacted by the ~~consolidated~~timing ~~statement~~of the introduction of ~~financial~~our ~~position~~next ofgeneration ~~the~~products, ~~combined~~as ~~company~~well as lower video product sales. ~~The~~This ~~consolidated~~decrease ~~operating~~was ~~data~~partially ~~for~~offset ~~the~~by ~~year~~higher ~~ended~~Access Technologies ~~December 31~~products and software and services sales, ~~2013~~as ~~includes~~operators ~~approximately~~continue ~~eight~~to ~~months~~build ofout ~~operating~~their ~~results~~networks ofto ~~the~~accommodate ~~combined~~higher ~~company.~~bandwidth needs.

On January 4, 2016, we completed our acquisition of Pace and applied the acquisition method of accounting for the business combination. The selected balance sheet data as of December 31, 2016 and the consolidated operating data for the year ended December 31, 2016 represent the consolidated statement of financial position of the combined company. 39

OnEnterprise ~~December 1, 2017, we completed our acquisition of Ruckus~~ Networks ~~and applied the acquisition method of accounting for the business combination. The selected balance sheet data as of December 31, 2017 represents the consolidated statement of financial~~ ~~position~~Net ofSales ~~the combined company. The consolidated operating data for the year ended December 31,~~ 2017 ~~includes approximately one month of operating results of the combined company~~vs. 2016

During the year ended December 31, 2017, sales in the Enterprise segment was approximately $45.7 million, which reflect sales from the acquisition of Ruckus Networks in December 2017. Sales in the Enterprise Networks segment include revenues from sales to service providers that were previously included in the Network and Cloud segment when we were a reseller of Ruckus products.

~~Table~~Gross ofMargin ~~Contents~~

~~See~~The ~~Note~~table 25below ~~Summary~~sets ~~Quarterly~~forth ~~Consolidated Financial Information of the Notes to the Consolidated Financial Statements for a summary of~~ our ~~quarterly~~gross ~~consolidated financial information for 2017 and 2016~~ margin (in thousands, except ~~per share data~~percentages). :

	2017			2016			2015			2014			2013
	Gross Margin									Increase (Decrease) Between Periods
Consolidated Operating Data:
	For the Years Ended December 31,									2018 vs. 2017						2017 vs. 2016
Net sales	$	6,614,392		$	6,829,118		$	4,798,332		$	5,322,921		$	3,620,902
	2018			2017			2016			$			%			$			%
Cost of sales		4,948,153			5,121,501			3,379,409			3,740,425			2,598,154
Gross margin dollars	$	1,918,859		$	1,666,239		$	1,707,617			252,620			15.2	%		(41,378	)		(2.4	)%
Gross margin		~~1,666,239~~28.5	%		~~1,707,617~~25.2	%		~~1,418,923~~25.0	%		~~1,582,496~~			~~1,022,748~~3.3						0.2
Selling, general, and administrative expenses		475,369			454,190			417,085			410,568			338,252
Research and development expenses		539,094			584,909			534,168			556,575			425,825
Amortization of intangible assets		375,407			397,464			227,440			236,521			193,637
Impairment of goodwill and intangible assets		55,000			2,200			—			—			—
Integration, acquisition, restructuring and other costs		98,357			158,137			29,277			37,498			83,047
Operating income (loss)		123,012			110,717			210,953			341,334			(18,013	)
Interest expense		87,088			79,817			70,936			62,901			67,888
Loss on investments		11,066			21,194			6,220			10,961			2,698
Loss (gain) on foreign currency		9,757			(13,982	)		20,761			2,637			(3,502	)
Interest income		(7,975	)		(4,395	)		(2,379	)		(2,590	)		(2,936	)
Other expense (income), net		1,873			3,991			8,362			28,195			13,989
Income (loss) before income taxes		21,203			24,092			107,053			239,230			(96,150	)
Income tax (benefit) expense		(44,921	)		15,131			22,594			(87,981	)		(47,390	)
Consolidated net income (loss)		66,124			8,961			84,459			327,211			(48,760	)
Net loss attributable to noncontrolling interest		(25,903	)		(9,139	)		(7,722	)		—			—
Net income (loss) attributable to ARRIS International plc.	$	92,027		$	18,100		$	92,181		$	327,211		$	(48,760	)
Basic	$	0.49		$	0.09		$	0.63		$	2.27		$	(0.37	)
Diluted	$	0.49		$	0.09		$	0.62		$	2.21		$	(0.37	)
Selected Balance Sheet Data:
Total assets	$	7,619,543		$	7,758,362		$	4,523,516		$	4,341,042		$	4,287,129
Long-term obligations	$	2,506,954		$	2,697,491		$	1,669,925		$	1,646,604		$	1,880,594

~~Item~~During 7the year ended December 31, 2018, gross margin dollars increased due to the Ruckus Networks acquisition and changes in product mix. ~~Management’s~~The ~~Discussion~~Ruckus Networks acquisition impacted gross margin for 2018, due to a proportionately higher average gross margin than the historic ARRIS business. We also had higher sales of CMTS licenses in 2018 which have higher margins than the average consolidated gross margin. This increase is offset by continued pressure on gross margin primarily relating to memory pricing and ~~Analysis~~other component costs, particularly in the CPE segment. We do anticipate some improvement in component pricing in 2019. In addition, we have implemented initiatives to mitigate the effects of ~~Financial~~higher ~~Condition~~component costs with price adjustments and ~~Results~~actions to lower operating costs. In order to address the recently enacted U.S./China import tariffs on Broadband CPE equipment, we are in the process of ~~Operations~~shifting production to non-China locations. We have adjusted short-term customer pricing to offset the incremental cost of tariffs until the re-location of manufacturing is completed in the first half of 2019. The gross margin for the year ended December 31, 2018 included $17.0 million of increased costs associated with writing up the historic cost of the Ruckus Networks inventory to fair value at the date of acquisition (subsequently increasing cost of sales). In addition, during the year ended December 31, 2018, the gross margins were impacted by $13.1 million associated with a reduction in sales related to the acquisition accounting impacts of deferred revenue.

~~Overview~~During the year ended December 31, 2017, gross margin dollars decreased as compared to the same period in 2016 primarily due to lower sales, a change in product and customer mix, timing of product introductions and memory pricing increases. Pressures on gross margin relating to memory pricing and the competitive landscape for some of our products, particularly in the CPE segment, are expected to continue in the near term and could make it difficult to return to historical gross margin levels. In addition, the gross margins were impacted by $8.5 million in 2017 associated with writing up the historic cost of inventory, related to acquired businesses, to fair value at the date of acquisition thereby increasing cost of goods sold. The Ruckus Networks acquisition also impacted the gross margin for 2017, due to a proportionately higher average gross margin than the historic ARRIS business.

~~ARRIS, headquartered~~Operating inExpenses Suwanee, Georgia, is a global leader in entertainment, communications, and networking technology. Our innovations combine hardware, software, and services to enable advanced video experiences and constant connectivity across a variety of environments—for service providers, commercial verticals, small enterprises, and the hundreds of millions of people they serve.

WeThe ~~operate~~table inbelow ~~three~~provides ~~business~~detail ~~segments: Customer Premises Equipment, Network & Cloud and Enterprise Networks. We enable service providers, including cable, telecom, digital broadcast~~regarding ~~satellite~~our ~~operators~~operating ~~and~~expenses ~~media programmers, to deliver media, voice, and IP data services to their subscribers. We are a leader~~ (in ~~set-tops~~thousands, ~~digital~~except video and Internet Protocol Television distribution systems, broadband access infrastructure platforms, and broadband data and voice CPE, which we also sell directly to consumers through retail channels. Our solutions are complemented by a broad array of services, including technical support, repair and refurbishment, and system design and integration. The Enterprise Networks segment focuses on enabling constant, wireless and wired connectivity across complex and varied networking environments. It offers dedicated engineering, sales percentages):

	Operating Expenses						Increase (Decrease) Between Periods
	For the Years Ended December 31,						2018 vs. 2017						2017 vs. 2016
	2018		2017		2016		$			%			$			%
Selling, general & administrative	$	667,053	$	475,369	$	454,190	$	191,684			40.3	%	$	21,179			4.7	%
Research & development		644,038		539,094		584,909		104,944			19.5	%		(45,815	)		(7.8	)%
Amortization of intangible assets		383,561		375,407		397,464		8,154			2.2	%		(22,057	)		(5.5	)%
Impairment of goodwill and intangible assets		3,400		55,000		2,200		(51,600	)		(93.8	)%		52,800			2,400.0	%
Integration, acquisition, restructuring & other cost, net		41,922		98,357		158,137		(56,435	)		(57.4	)%		(59,780	)		(37.8	)%

Total	$	1,739,974	$	1,543,227	$	1,596,900	$	196,747			12.7	%	$	(53,673	)		(3.4	)%

~~Table of Contents~~40

~~and marketing resources to serve customers across a spectrum of verticals—including hospitality~~Selling, ~~education~~General, ~~smart~~and ~~cities~~Administrative, ~~government,~~or ~~venues~~SG&A, ~~service providers and more.~~ Expenses

OnOur ~~December 1~~selling, ~~2017,~~general weand administrative ~~completed~~expenses ainclude ~~stock~~sales and ~~asset~~marketing ~~purchase~~costs, ~~acquisition~~including ofpersonnel ~~the~~expenses ~~Ruckus~~for ~~Wireless®~~sales and ~~ICX®~~marketing ~~Switch~~staff ~~business~~expenses, advertising, ~~for~~trade ~~$761.0 million~~shows, ~~cash~~corporate ~~(net~~communications, ofproduct ~~estimated~~marketing ~~adjustment~~expenses ~~for working capital~~ and ~~non-cash~~other ~~settlement~~marketing ~~of pre-existing payables and receivables)~~expenses. In addition, ~~approximately~~general and ~~$61.5 million~~administrative inexpenses ~~cash~~consist ~~was transferred related to the cash settlement~~ of ~~stock-based~~personnel ~~awards~~expenses ~~held~~and byother ~~transferring~~general ~~employees.~~corporate ~~The~~expenses ~~purchase agreement provides~~ for ~~customary~~corporate ~~final~~executives, ~~adjustments~~ finance and ~~potential~~accounting, ~~cash~~human ~~payments~~resources, orfacilities, ~~receipts~~information ~~that~~technology, ~~are~~legal ~~expected~~and toprofessional ~~occur in 2018~~fees.

~~Business~~2018 ~~and~~vs. ~~Financial Highlights:~~ 2017

~~Business~~The ~~Highlights~~year-over-year increase in SG&A expenses primarily reflected the inclusion of incremental expenses associated with our acquisition of Ruckus Networks.

•2017 ~~Completed~~vs. ~~the~~2016 ~~acquisition of Ruckus Networks in December 2017.~~

•The ~~Launched~~year-over-year increase in SG&A expenses reflects the inclusion of expenses associated with the Ruckus Networks acquisition. In addition, we incurred higher legal fees and ~~deployed~~professional ~~our~~services, ~~next~~which ~~generation~~were ~~line~~partially ~~cards~~offset ~~for~~by ~~E6000~~lower ~~platform~~expenses due to reductions in force following the Pace combination in 2016.

•Research & ~~Strong~~Development, ~~demand~~or ~~for~~R&D, ~~DOCSIS devices; achieved 200 million-unit DOCSIS shipment milestone.~~Expenses

•Research ~~International~~and ~~revenues~~development expenses ~~reflected~~consist ~~growth~~primarily inof ~~all~~personnel ~~regions~~expenses, aspayments ~~operators~~to ~~invested~~suppliers infor ~~broadband~~design services, product certification expenditures to qualify our products for sale into specific markets, prototypes, other consulting fees and ~~video~~reasonable ~~capabilities~~allocations ~~compared~~of toour ~~2016~~information technology and corporate facility costs. Research and development expenses are recognized as they are incurred.

•2018 ~~Maintained~~vs. ~~strong~~2017 ~~capital structure and provided for more flexibility by refinancing our credit agreement by extending maturities and improving terms and conditions.~~

•The ~~During~~increase ~~2017,~~year-over-year in weR&D ~~used~~expense ~~$197.0~~reflected ~~million~~the inclusion of ~~cash~~incremental toexpenses ~~repurchase~~associated ~~7.5~~with ~~million~~the ofexpanded product portfolio with our ~~ordinary~~acquisition of ~~shares~~Ruckus atNetworks anwhich ~~average~~was ~~price~~partially ofoffset ~~$26.12~~by ~~per~~lower ~~share~~costs resulting from workforce reductions.

~~Financial~~2017 ~~Highlights~~vs. 2016

•The ~~Sales~~decrease year-over-year in ~~2017~~R&D ~~were~~expense ~~$6,614.4~~reflected ~~million~~the asresult ~~compared~~of toreduction ~~$6,829.1~~in ~~million~~force infollowing the Pace combination and the divestiture of certain product lines that occurred during 2016,. aThe decrease was partially offset by an increase from the inclusion of 3expenses associated with the Ruckus Networks acquisition.~~1%.~~

•Amortization ~~Gross~~of ~~margin~~Intangible ~~percentage~~Assets ~~was 25.2% in 2017, compared to 25.0% in 2016.~~

•Our intangible ~~Total~~amortization ~~operating~~expense ~~expenses~~relates ~~(excluding~~to ~~amortization~~finite-lived of intangible assets, ~~impairment~~primarily ofacquired ~~goodwill~~in ~~and~~business ~~intangible~~combinations. Intangibles ~~assets,~~amortization ~~integration,~~expense ~~acquisition~~was $383.6 million in 2018, ~~restructuring~~as ~~and~~compared ~~other~~with ~~costs)~~$375.4 ~~were~~and $~~1,014~~397.5 million in 2017 and 2016, respectively. asThe ~~compared~~year-over-year increase in 2018 was primarily due to ~~$1,039~~the incremental amortization expense from acquired intangible assets associated with the Ruckus Networks acquisitions.1 ~~million~~The decrease in ~~the~~amortization ~~same~~expense ~~period~~in ~~last~~2017 ~~year~~resulted from certain intangible assets becoming fully amortized, which was partially offset by an increase in amortization expense from acquired intangibles associated with the Ruckus Network acquisition.

•Impairment ~~We ended 2017 with $511.4 million~~ of ~~cash,~~Goodwill ~~cash equivalents,~~ and ~~marketable~~Intangible ~~security investments, which compares to $1,106.7 million at the end of 2016. We generated approximately $533.8 million of cash from operating activities in 2017 and $362.5 million during 2016.~~Assets

•During ~~Under our credit facility~~2018, we ~~ended~~recorded partial ~~2017~~impairment ~~with~~of ~~long-term~~goodwill ~~debt~~ of $~~2,161~~3.4 million, atfrom ~~face~~our ~~value,~~Cloud ~~the~~TV ~~current~~reporting ~~portion~~unit, of which is $871.52 million is attributable to the noncontrolling interest. WeThis ~~made~~impairment ~~mandatory~~was ~~payments~~a result of ~~$91.7~~the ~~million~~indirect ~~and~~effect of a change in ~~conjunction~~accounting ~~with~~principle ~~refinancing~~related to the adoption ~~credit~~of ~~facility~~new weaccounting ~~repaid~~standard ~~$152.3~~Revenue ~~million~~from toContracts ~~exiting~~with ~~lenders~~Customers, ~~and~~resulting ~~recorded~~in ~~proceeds~~changes ~~from~~in ~~issuance~~the composition and carrying amount of ~~debt~~the net assets of ~~$175.8~~our ~~million~~Cloud TV reporting unit.

~~Industry~~During ~~Conditions~~2017, we recorded partial impairments of goodwill and indefinite-lived tradenames of $51.2 million and $3.8 million, respectively, acquired in our ActiveVideo acquisition and included as part of our Cloud TV reporting unit, of which $19.3 million is attributable to the noncontrolling interest.

~~Global~~During ~~macro-economic conditions improved in 2017 over the historically low levels experienced since 2007~~2016, ~~although the U.S. and many other international markets~~ we ~~serve~~wrote-off ~~saw only modest growth~~$2.2 Wemillion ~~expect~~related to ~~see further limited economic growth~~ in-process ~~many~~research of our markets in 2018 notwithstanding the continuing global economic uncertainty. We believe this economic uncertainty will continue to influence the capital expenditure strategy of many of our customers and, asdevelopment aprojects ~~result,~~acquired ~~we expect only low to modest growth~~ in the ~~overall~~Pace ~~capital~~combination ~~expenditure~~that inwere ~~the~~subsequently ~~markets we serve in 2018~~abandoned.

~~Consolidation~~Integration, ofAcquisition, ~~Customers~~Restructuring ~~Has Occurred~~ and Other ~~May Continue — Vodafone received regulatory approval in July 2017 to merge its mobile operations in India with Idea Cellular~~Costs, ~~Cable One completed its purchase of~~ Net

47During 2018, we recorded acquisition related expenses and integration expenses of $14.2 million. The expenses were related to the acquisition of Ruckus Networks and included integration related outside services and other fees. In addition, acquisition costs include banker fees related to the proposed CommScope transaction.

~~Table of Contents~~41

~~NewWave~~During ~~Communications in May~~ 2017, ~~and~~we ~~in September 2017 Cablevision SA (Argentina) shareholders approved its merger with Telecom Argentina SA. In 2016, Altice completed its acquisition of~~recorded ~~Cablevision, Liberty Global completed its~~ acquisition ofrelated ~~Cable &~~expenses ~~Wireless, Charter completed its acquisition of Time Warner Cable~~ and ~~BrightHouse~~integration ~~and~~expenses ~~Frontier Communications completed its acquisition~~ of ~~certain~~$77.4 ~~Verizon properties~~million. ~~We believe~~These weexpenses are ~~favorably~~primarily ~~positioned~~due to ~~capitalize~~the onacquisition ~~this consolidation through a broader portfolio, global scale, and leadership in many~~ of Ruckus ~~the~~Networks ~~platforms~~ and ~~components~~include ~~that~~$61.5 ~~these~~million ~~providers~~related ~~depend on~~ to ~~deliver~~the ~~services.~~cash ~~The~~settlement ~~impact~~ of ~~this~~stock-based ~~customer M&A~~awards ~~activity~~held isby ~~difficult~~transferring toemployees, as ~~estimate~~well ~~but~~as ~~may~~banker ~~include:~~and other fees.

•During a2016, ~~near-term~~we ~~delay~~recorded acquisition inrelated ~~capital~~expenses ~~expenditures~~and byintegration ~~the~~expenses ~~impacted~~of ~~customers~~$53.2 ~~until~~million. ~~acquisitions~~These ~~are~~expenses ~~integrated.~~related ~~Once~~to the ~~acquisition~~Pace iscombination ~~integrated,~~and weconsisted of ~~believe~~banker ~~there~~fees, islegal ~~the~~fees, ~~potential~~integration ~~for~~related ~~increased~~outside ~~capital~~services ~~expenditure~~and asother ~~acquiring~~direct ~~operators~~costs ~~work~~of tothe ~~standardize~~combination. ~~the~~The ~~purchased~~Company ~~network~~substantially completed toits ~~the~~integration ~~acquirer’s~~of ~~existing~~the ~~systems~~Pace ~~and,~~business in ~~many cases, upgrade the acquired networks;~~2016.

•During ~~pressures~~2018, ~~from~~2017 ~~the~~and 2016, ~~resulting~~we ~~customers~~recorded ~~for~~restructuring ~~lower~~charges ~~prices~~of or$41.0 ~~better~~million, ~~terms~~$20.9 million and $96.3 million, ~~reflecting~~respectively. ~~the~~The ~~increase~~charge in ~~the~~2018 primarily ~~total~~related ~~volume~~to ofa ~~products~~restructuring ~~purchased~~plan orthat affected 1,084 employees across the ~~elimination~~Company including those employees impacted by the sale of aour ~~price~~factory ~~differential~~in ~~between~~Taiwan. ~~the~~The ~~acquiring~~charge ~~customer~~in 2017 primarily related to employee severance and contractual obligation costs. The restructuring plan affected 195 positions across the ~~company~~Company ~~acquired;~~and its reportable segments. The charges in 2016 primarily related to employee severance and contractual obligation costs. The restructuring plan affected 1,545 positions across the Company and its reportable segments.

•During ~~potential~~2018, ~~volatility~~other costs include a ($13.3) million gain resulting from the sale of our manufacturing facility in ~~demand~~Taiwan. ~~depending~~Other ~~upon~~costs ~~which~~of ~~technology,~~$8.6 ~~products~~million ~~and~~was recorded ~~vendors~~during ~~each~~2016 ~~customer~~of ~~chooses~~which to$1.1 ~~use~~million ~~post~~was ~~integration,~~related ~~including~~to ~~reductions~~the inloss ~~purchases~~resulting from usthe divestitures of certain product lines and $7.5 million was related to ~~diversify~~the ~~their~~loss ~~supplier~~on ~~base~~disposal of property, plant and equipment.

InDirect ~~addition~~Contribution to consolidation of service providers on a global basis, many of the firms that ARRIS purchases equipment and services from have consolidated as well and the trend is expected to continue. The specific impact of the above trend is difficult to predict and quantify, but in general we believe:

•Beginning ~~Vendor~~in ~~consolidation~~2018, ~~gives~~certain costs ~~suppliers~~previously ~~greater~~recorded ~~scale~~or ~~for~~classified ~~R&D,~~as ~~sales~~part of “Corporate and ~~marketing~~Unallocated Costs”, including bonus, equity compensation and ~~manufacturing.~~certain ~~This~~other ~~increased~~direct ~~scale~~costs ~~increases~~are ~~risk~~now ofreported ~~supplier~~within ~~inflexibility~~each asoperating ~~well~~segment. asConsequently, ~~being~~our ~~locked~~segment toinformation afor ~~particular~~the ~~supplier~~2017 and ~~with~~2016 ~~potentially~~periods ~~high~~has ~~switching~~been ~~costs~~restated to reflect such change.

•The Attable ~~the~~below ~~same~~sets ~~time,~~forth our ~~supplier~~direct ~~consolidation provides benefits of reduced costs through innovation~~contribution, ~~efficiency~~which ofis ~~working~~defined ~~with~~as ~~fewer~~gross ~~suppliers~~margin ~~and~~less ~~higher~~direct ~~levels~~operating ofexpenses ~~service~~(in ~~and~~thousands, ~~support.~~except ~~These benefits facilitate higher level of service throughout the entire ecosystem for our customers.~~percentages):

Capital Expenditures of Telecom Customers Have Been and May Continue to be Lower — Many of our telecom customers, including AT&T and Verizon, have participated in FCC sponsored spectrum auctions in the interest of expanding their network capacity to meet increasing customer demand. As a result, capital expenditures at our existing and potential telecom customers are expected to be lower as a result of the costs associated with participating in the auction. The purchase of DirecTV by AT&T has altered the historic AT&T product strategy for video deployments, decreasing our sales. Verizon completed the sale of certain properties to Frontier, which, coupled with a decrease in net subscriber additions, has impacted the demand for our products. Nevertheless, as described below, we still believe that the need for network expansion to meet subscriber demand presents potential opportunities for increased sales of our products to these customers.

	Direct Contribution						Increase (Decrease) Between Periods
	For the Years Ended December 31,						2018 vs. 2017						2017 vs. 2016
	2018		2017		2016		$			%			$			%
Segment:
CPE	$	270,510	$	456,562	$	647,117	$	(186,052	)		(40.8	)%	$	(190,555	)		(29.4	)%
N&C		848,938		724,598		595,866		124,340			17.2	%		128,732			21.6	%
Enterprise		64,667		1,388		—		63,279			4,559.0	%		1,388			100.0	%
Total	$	1,184,115	$	1,182,548	$	1,242,983	$	1,567			0.1	%	$	(60,435	)		(4.9	)%

~~The~~Customer ~~markets~~Premises ~~for~~Equipment ~~both~~Direct ~~Service Provider and Enterprise~~Contribution ~~Wi-Fi~~2018 are growing but are also highly competitive — We believe the markets for our Wi-Fi solutions are growing rapidly and our intention is to continue to invest for long-term growth to maintain our competitivenessvs. We expect to continue to invest heavily in research and development to expand the capabilities of our solutions with respect to services providers and enterprises. We will invest in migrating to cloud-based managed Wi-Fi services as a way for organizations to further leverage investments in Wi-Fi infrastructure. Managed Wi-Fi services, such as the ability to use Wi-Fi to gather detailed user analytics, demographics and user location information, allow companies to better understand network traffic and user interactions. We also plan to continue to make significant investments in our field sales and marketing activities, both by increasing our service provider focused direct sales force and by expanding our network of channel partners. 2017

~~Foreign~~During ~~Exchange~~2018, ~~Fluctuations~~direct ~~Have~~contribution in ~~and~~our ~~May~~CPE ~~Continue~~segment decreased by approximately 40.8% as compared to ~~Impact~~the ~~Demand~~same —period in 2017. The ~~majority~~direct ofcontribution ~~our~~was ~~international~~negatively impacted by lower sales ~~are~~and ~~denominated~~product inmix, Uas well as lower gross margin.S. ~~dollars~~Memory pricing and component costs continued to depress gross margins. ~~During~~We ~~periods~~have ~~where~~implemented initiatives to mitigate the Ueffects of these higher component costs with price adjustments and actions to lower operating costs.S Our CPE reporting unit has approximately $1.4 ~~dollar~~billion ~~strengthens~~of goodwill as of December 31, 2018. The estimated fair value of our CPE reporting unit is closely aligned with the ultimate amount of revenue and operating income that it ~~may~~achieves, ~~impact~~and ~~these~~while ~~customers’~~we ~~ability~~continue to ~~purchase~~believe ~~products,~~that ~~which~~the ~~could~~CPE ~~have~~reporting unit fair value is in excess of its carrying value, a ~~material~~prolonged or ~~impact~~continued onerosion ~~our~~in ~~sales~~the direct contribution in the CPE segment could result in an impairment of goodwill associated with this business.

48Network & Cloud Direct Contribution 2018 vs. 2017

~~Table~~During 2018, direct contribution in our N&C segment increased by approximately 17.2% as compared to the same period in 2017. The increase was primarily attributable to higher sales and the mix of ~~Contents~~product, including the sale of more CMTS products.

~~affected~~Enterprise ~~countries.~~Networks ~~These~~Direct ~~customers~~Contribution ~~may~~2018 delay or reduce future purchases from us, and we may experience pricing pressures in order to maintain or increase our market share with these international customers, and we may face longer payment cyclesvs. 2017

~~Growth~~During of2018, ~~Connected~~direct ~~Device Ecosystem —~~contribution ~~Consumers’~~in ~~growing~~our ~~appetite~~Enterprise ~~for~~was ~~connected~~approximately ~~devices creates an unprecedented opportunity to deliver consistent and engaging services over the Internet of Things~~$64.7 ~~Service providers have an incumbent advantage in offering new forms of entertainment and communications, but still face many challenges in delivering new services across this complex system of devices~~million. ~~ARRIS~~This iswas inprimarily ~~position to drive this opportunity for providers as~~ a result of ~~our expertise in full-cycle service delivery — from~~ the ~~network~~acquisition ~~to the cloud and the home. We provide the portfolio and professional services to navigate this new combination~~ of ~~device~~Ruckus ~~interfaces,~~Networks ~~communications~~in ~~protocols, device management standards, and security considerations~~December 2017.

Wireline Broadband Service Providers may Evolve into partial or predominantly Wireless Network Operators — As consumer and business demand for ubiquitous connectivity for their devices continues to increase, wireline operators may shift or increase investment into wireless technologies such as Wi-Fi, LTE Small Cell, or the emerging Citizen’s Band Radio Service (“CBRS”). ARRIS is positioned to participate in Service Provider’s residential wireless investments with our portfolio of Wi-Fi enabled cable modems and DSL modems. With the recently completed Ruckus Networks acquisition, we now also have a portfolio of Access Points, Controllers, Cloud Management, and Data Analytics to participate in opportunities in both the enterprise market and Service Provider public access (e.g. hot spots). 42

~~Network~~Customer ~~Optimization~~Premises ~~and~~Equipment ~~Scaling~~Direct ~~Infrastructure to Keep Up with~~Contribution ~~Increasing~~2017 Consumer Bandwidth Demand — As service providers prepare to deliver more advanced services to subscribers — such as 4K TV, IoT, gigabit Wi-Fi — they are investing increasingly in their networks to anticipate the reciprocal need for more bandwidthvs. ~~Providers~~2016 are looking to ARRIS for its leadership in technologies like DOCSIS, CCAP, and DAA to scale to these multi-gigabit services and ARRIS continues to invest in R&D to keep its customers’ networks ahead of market demand for these services.

~~Competition~~During ~~Increasing~~2017, ~~between~~direct ~~Cable~~contribution ~~Operators,~~in ~~Telecom~~our ~~Companies,~~CPE ~~and~~segment ~~New~~decreased ~~Entrants~~by —approximately ~~The~~29.4% ~~lines between telecom and cable providers has blurred~~ as ~~each~~compared ~~has~~to ~~embraced~~ the ~~triple~~same ~~play.~~period ~~Moreover,~~in ~~OTT~~2016. ~~market~~The ~~participants~~decline ~~and~~in ~~individual~~direct ~~programming networks have entered~~contribution ~~the~~resulted ~~market~~from ~~with~~lower ~~competing~~sales ~~products~~and ~~placing~~product ~~higher~~mix, ~~bandwidth~~as ~~demands~~well onas ~~the~~lower ~~network.~~gross ~~This~~margin ~~competition~~due ~~emphasizes~~primarily ~~the~~to ~~enabling~~memory ~~technologies~~pricing ~~behind~~increases ~~each approach — including DOCSIS, fiber, G.Fast,~~ and ~~others~~price ~~— and the increasing investment in~~competition, ~~the~~which ~~network~~are ~~infrastructure~~expected ~~and CPE required~~ to ~~deliver~~continue ~~these~~in ~~services~~the near-term. ~~ARRIS’s~~Year ~~leadership~~over ~~across~~year, ~~these~~memory ~~solutions~~component ~~positions~~pricing usincreased toby ~~capitalize~~approximately on$100 ~~the growing competition between all three stakeholders~~million.

~~Service Providers are Demanding Advanced~~ Network ~~Technologies and Software Solutions — The~~ & ~~increase~~Cloud inDirect ~~volume~~Contribution ~~and~~2017 ~~complexity of the signals transmitted over broadband networks as a result of the migration to an all-digital, all-IP, on demand network is causing service providers to deploy new technologies~~vs. ~~Service~~2016 providers also are demanding sophisticated network and service management software applications that minimize operating expenditures needed to support the complexity of two-way broadband communications systems. As a result, service providers are focusing on technologies and products that are flexible, cost-effective, compliant with open industry standards, and scalable to meet subscriber growth and effectively deliver reliable, enhanced services. As part of this evolution, some operators (for example Comcast with its Reference Design Kit (“RDK”) efforts) are choosing to design portions of the set-tops firmware internally. As a result, we anticipate that over time operators will migrate to an all IP network and look to enable new platforms and technologies intended to accelerate the deployment of new services. As this occurs, which we believe will be over a multi-year period, we anticipate a decline in demand for our traditional set-tops and an increase in demand in new IP set-tops.

Filing Compare · ARRIS International plc