UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2007
C-COR
INCORPORATED RETIREMENT SAVINGS AND PROFIT SHARING PLAN
of
ARRIS GROUP, INC.
A Delaware Corporation
IRS Employer Identification No. 58-2588724
SEC File Number 000-31254
3871 Lakefield Drive
Suwanee, GA 30024
(678) 473-2000
C-COR Incorporated
Retirement Savings And Profit Sharing Plan
Financial Statements
For The Years Ended
December 31, 2007 and 2006
&
Report Of Independent Registered
Public Accounting Firm
&
Supplemental Schedule
Report of Independent Registered Public Accounting Firm
C-COR Incorporated Retirement Savings and Profit Sharing Plan and
Board of Directors of ARRIS Group, Inc.:
We have audited the accompanying statement of net assets available for benefits of C-COR
Incorporated Retirement Savings and Profit Sharing Plan as of December 31, 2007 and 2006, and the
related statement of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006 and
the changes in its net assets available for benefits for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the
purpose of additional analysis and is not a required part of the basic financial statements but is
supplemental information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plans management. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Parente Randolph, LLC
Wilkes-Barre, Pennsylvania
June 27, 2008
- 2 -
C-COR INCORPORATED
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2007 AND 2006
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2007
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2006
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Assets:
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Investments, at fair value
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$
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49,157,376
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$
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43,771,831
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Receivables:
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Employee contributions
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102
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Employer contributions
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134
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Cash receivable from stock conversion (See Note 10)
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158,943
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Total assets
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49,316,555
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43,771,831
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Liabilities
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Net assets available for benefits
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$
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49,316,555
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$
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43,771,831
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See accompanying notes to financial statements
- 3 -
C-COR INCORPORATED
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
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2007
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2006
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Additions to net assets attributed to:
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Investment income:
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Interest income
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$
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307,281
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$
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278,688
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Net appreciation in fair value of investments
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2,525,610
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6,232,405
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Net investment income
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2,832,891
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6,511,093
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Contributions:
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Employer
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2,320,790
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2,070,988
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Employee
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3,683,223
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3,251,713
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Rollover
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181,781
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408,403
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Total contributions
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6,185,794
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5,731,104
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Transfer from C-COR Network Services 401(k) Plan
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1,836,228
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Total additions
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10,854,913
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12,242,197
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Deductions from net assets attributed to:
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Distributions
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5,286,902
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7,534,214
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Administrative expenses
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23,287
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29,141
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Total deductions
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5,310,189
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7,563,355
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Net increase
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5,544,724
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4,678,842
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Net assets available for benefits:
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Beginning of year
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43,771,831
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39,092,989
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End of year
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$
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49,316,555
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$
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43,771,831
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See accompanying notes to financial statements
- 4 -
C-COR Incorporated
Retirement Savings And Profit Sharing Plan
Notes To Financial Statements
1.
Description Of Plan
The following brief description of the C-COR Incorporated Retirement Savings and Profit Sharing
Plan (the Plan) provides only general information. Participants should refer to the Plan
document for a more complete description of the Plans provisions.
General
The provisions of the Plan are intended to satisfy the requirements of Section 401(k) of the
Internal Revenue Code (IRC). The Plan was established January 1, 1987. Employees become
eligible to participate in the Plan commencing on the earlier of 30 consecutive days of
employment or completion of 1,000 hours of service. The Plan covers substantially all
employees of C-COR Incorporated, (the Company) or (C-COR), and certain affiliated
companies. The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
On December 14, 2007, C-COR was acquired by ARRIS Group, Inc. (ARRIS). As a result of the
acquisition, the shares of C-COR common stock held in participant accounts were converted
into a combination of cash and shares of ARRIS common stock. The conversion of C-COR shares
into ARRIS shares is further explained in Note 10. Pursuant to the acquisition, the Plan
has been frozen with regards to future contributions. The last contributions to the Plan
were made in December 2007. Participant loan repayments continued to be made during 2008.
Contributions
Employee Directed Contributions
Participants may direct the Company to reduce their compensation, as defined in the Plan,
up to a maximum amount established by the Internal Revenue Service annually. Non-highly
compensated (NHC) participants may reduce their compensation by 1% to 100% (in whole
percentages) and highly compensated (HC) participants may reduce their compensation by
1% to 16% (in whole percentages). Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution plans.
Participants direct the investment of their contributions into various investment options
offered by the Plan. The Plan currently offers pooled separate accounts, Company common
stock and an insurance investment contract as investment options for participants.
Contributions are subject to certain limitations.
- 5 -
C-COR
Incorporated
Retirement Savings And Profit Sharing Plan
Notes To Financial Statements
Employer Matching Contributions
The Company may match eligible employee contributions. The employer matching rate
percentage is determined annually by the Companys Compensation Committee of the Board of
Directors. In 2007 and 2006, the Plan was declared a safe harbor Plan and the match
was equal to one dollar for each dollar contributed up to 6% of eligible compensation.
Employer Discretionary Contributions
Subject to the approval by the Companys Compensation Committee of the Board of
Directors, the Company may contribute a discretionary amount to the Plan. This amount
will be allocated to all eligible employees based on their individual compensation, as
defined in the Plan, compared to the total compensation of all employees eligible to
participate. There were no employer discretionary contributions for 2007 or 2006.
Participant Accounts
Each participants account is credited with the participants contribution and allocations
of (a) the employers matching and discretionary contributions (if applicable) and (b)
allocations of Plan earnings. In addition, each participants account is charged with an
allocation of the funds administrative expenses incurred by the Plan. Allocations are
based on participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the participants vested
account.
Vesting
Participants are vested immediately in their contributions plus actual earnings thereon.
Beginning with Plan year 2003, participants are 100% vested in the employer contributions as
the Plan is a Safe Harbor Plan. The Compensation Committee of the Board of Directors will
review and make a determination on the Safe Harbor classification on an annual basis. For
years prior to 2003, participants become vested in the employers contribution portion of
their account according to the following schedule:
- 6 -
C-COR
Incorporated
Retirement Savings And Profit Sharing Plan
Notes To Financial Statements
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PERCENT
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YEARS OF CREDITED SERVICE
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VESTED
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Less than 1 year
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0
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%
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1 year but less than 2 years
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20
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%
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2 years but less than 3 years
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40
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%
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3 years but less than 4 years
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60
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%
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4 years but less than 5 years
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80
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%
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5 years or more
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100
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%
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For vesting calculations for transfer of assets to the Plan related to acquisitions, the
Plan maintains the prior plans vesting schedule for these transferred assets.
Participant Loans
Participants may borrow up to 50% of their vested account balance, with a maximum aggregate
balance of $50,000 per participant. Loans are stated at the unpaid principal balance, which
approximates fair value, and interest accrues at a rate of prime plus 1% at the time of the
loan. The loans are secured by the balance in the participants account. Interest rates
ranged from 5.00% to 10.00% at December 31, 2007 and 2006, which are commensurate with local
prevailing interest rates. Principal and interest is paid ratably through payroll
deductions.
Payment Of Benefits
Benefits under the Plan are paid upon separation from service, death, disability, or
retirement in a lump sum, cash installments, or Company stock, as defined. Upon a
participants death, the entire account balance will be paid to his/her beneficiary.
Hardship withdrawals are permitted for severe financial hardships, as defined by the Plan.
The Plan allows automatic lump-sum distributions if the present value of the participants
vested account balance is less than $1,000. The participant must consent to the
distribution if the present value is more than $1,000.
Forfeited Accounts
Nonvested employer matching contributions and nonvested employer discretionary contributions
that are forfeited are used to offset employer contributions and administrative expenses.
In 2007, employer contributions were reduced by $144,845 and administrative expenses were
reduced by $4,588 from forfeited nonvested accounts. Employer contributions were reduced by
$70,084 from forfeited nonvested accounts during 2006. Nonvested forfeitures at December
31, 2007 and 2006 were $3,089 and $44,900, respectively.
- 7 -
C-COR
Incorporated
Retirement Savings And Profit Sharing Plan
Notes To Financial Statements
2.
Summary Of Significant Accounting Policies
Basis Of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting.
Risks And Uncertainties
The Plan provides for various investment options in various combinations of investment
funds. Investment funds are exposed to various risks, such as interest rate, market and
credit risks. Due to the level of risk associated with certain investment securities, it is
at least reasonably possible that changes in the values of investment securities will occur
in the near term and that such changes could materially affect participants account
balances and the amounts reported in the statement of net assets available for benefits.
Use Of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of net assets available for benefits, and
changes therein, and disclosure of contingent assets and liabilities at the date of the
financial statements. Actual results could differ from those estimates.
FSP AAG INV-1 and SOP 94-4-1
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP
94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution
Health and Welfare and Pension Plans (the FSP), investment contracts held by a
defined-contribution plan are required to be reported at fair value. However, contract
value is the relevant measurement attribute for that portion of the net assets available for
benefits of a defined-contribution plan attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would receive if they were to
initiate permitted transactions under the terms of the Plan. As required by the FSP, the
statement of net assets available for benefits presents the fair value of the investment
contract. The adjustment of the fully benefit-responsive investment contract from fair
value to contract value was $0 for 2007 and 2006, as the fair value as determined by the
investment manager was equal to contract value. The statement of changes in net assets
available for benefits is prepared on a contract value basis. The Plan adopted the
financial statement presentation and disclosure requirements of the FSP effective December
31, 2006.
- 8 -
C-COR
Incorporated
Retirement Savings And Profit Sharing Plan
Notes To Financial Statements
Application Of Accounting Standard
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement
No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in a companys financial statements and prescribes a recognition threshold of
more-likely-than-not to be sustained upon examination by the appropriate taxing authority.
Measurement of the tax uncertainty occurs if the recognition threshold has been met. FIN 48
also provides guidance on derecognition, classification, interest and penalties, accounting
in interim periods and disclosure. FIN 48 is effective for annual periods beginning after
December 31, 2007. There is no effect on the Plan.
Investment Valuation And Income Recognition
The Plans investments are stated at fair value. The Plans pooled separate accounts are
valued at estimated fair value based on the net unit value as determined by Prudential
Retirement Insurance and Annuity Company (Prudential), the custodian of the Plan. ARRIS
and C-COR common stock are stated at market value as quoted on the National Association of
Securities Dealers Automated Quotation System. Participant loans are stated at cost, which
approximates fair value. The guaranteed investment contract, a declared rate fund, is
valued at contract value which equals fair value as determined by the investment manager.
Purchases and sales of investments are recorded on a trade-date basis. Dividends are
recorded on the ex-dividend date. Interest is recorded on the accrual basis of accounting.
Payment Of Benefits
Benefits are recorded when paid.
New Accounting Pronouncements
In September 2006, FASB issued Statement of Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in accounting principles generally accepted in the United States of
America, and expands disclosure about fair value measurements. SFAS No. 157 applies to
other accounting standards that require or permit fair value measurements. Accordingly, it
does not require any new fair value measurements. SFAS No. 157 is effective for fiscal
years beginning after November 15, 2007 and interim periods within those fiscal years. In
February 2008, FASB issued FASB Staff Position (FSP) FAS 157-2, Effective Date of FASB
Statement No. 157, which defers the effective date of SFAS No. 157 for all nonfinancial
assets and liabilities, except those recognized or disclosed at fair value on an annual or
more frequently recurring basis, until years beginning after
November 15, 2008 and interim periods within those years. The Plan has not determined the impact of adopting SFAS
157 and FSP FAS 157-2.
- 9 -
C-COR
Incorporated
Retirement Savings And Profit Sharing Plan
Notes To Financial Statements
In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, which permits entities to choose to measure at fair value eligible
financial instruments and certain other items that are not currently required to be measured
at fair value. SFAS No. 159 requires that unrealized gains and losses on items for which
the fair value option has been elected be reported in earnings at each reporting date. SFAS
No. 159 is effective for fiscal years beginning after November 15, 2007. The Plan is
currently assessing the impact the adoption of SFAS No. 159 will have on the financial
position and results of operations.
3.
Investments
The following table presents investments at December 31, 2007 and 2006. Investments that
represent five percent or more of the Plans net assets are separately identified.
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2007
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2006
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Investments at fair value:
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Pooled separate accounts:
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Dryden S&P 500 Index
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$
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4,247,668
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$
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4,016,214
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T. Rowe Price Equity Income ADV SH
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4,125,366
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3,848,702
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Artisan Partners Mid Cap Growth
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3,836,150
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2,812,604
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Prudential Lifetime Balanced
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3,172,973
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2,699,214
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Oppenheimer Global
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3,130,071
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2,768,667
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Turner Investment Large Cap Growth
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2,791,959
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2,237,439
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Prudential Lifetime Growth
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2,641,068
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1,718,382
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*
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MEA Small Cap Value
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2,073,137
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*
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2,283,507
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Other
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12,521,146
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10,395,272
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Participant loans
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556,557
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*
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523,120
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*
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39,096,095
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33,303,121
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Investment at quoted fair value,
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ARRIS common stock
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2,314,172
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*
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C-COR common stock
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3,405,350
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Investment at contract value, which
equals fair value,
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Guaranteed Income Fund
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7,747,109
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7,063,360
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Total investments
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$
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49,157,376
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$
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43,771,831
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*
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Denotes less than 5% of Plan assets for the respective Plan Year.
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- 10 -
C-COR
Incorporated
Retirement Savings And Profit Sharing Plan
Notes To Financial Statements
During the years ended December 31, 2007 and 2006, the Plans investments (including gains and
losses on investments bought, sold and held during the year) appreciated in value as follows:
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2007
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2006
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Investments at estimated fair value,
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Pooled separate accounts
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$
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2,324,236
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$
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4,100,975
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Investment at quoted fair value,
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Common stock
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201,374
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2,131,430
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|
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Net appreciation in fair vaIue
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$
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2,525,610
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|
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$
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6,232,405
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4.
Investment Contract with Insurance Company
The Plan has a benefit-responsive investment contract with Prudential, and contributions are
maintained in a general account. The account is credited with earnings on the underlying
investments and charged for participant withdrawals and administrative expenses. The contract
is included in the financial statements at contract value as reported by Prudential. Contract
value represents contributions made under the contract, plus earnings, less participant
withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or
transfer of all or a portion of their investment at contract value. The guaranteed investment
contract issuer is contractually obligated to repay the principal and a specified interest rate
that is guaranteed to the Plan.
As described in Note 2, because the guaranteed investment contract is fully benefit-responsive,
contract value is the relevant measurement attribute for that portion of the net assets
available for benefits attributable to the guaranteed investment contract. Contract value, as
reported to the Plan by Prudential, represents contributions made under the contract, plus
earnings, less participant withdrawals and administrative expenses. Participants may
ordinarily direct the withdrawal or transfer of all or a portion of their investment at
contract value. There are no reserves against contract value for credit risk of the contract
issuer or otherwise. The fair value of the investment contract at December 31, 2007 and 2006
was $7,747,109 and $7,063,360, respectively. The crediting interest rate is based on a formula
agreed upon with the issuer, but may not be less than 1.50%. The average yield of the
guaranteed income contract was 3.70% and 3.30% and in 2007 and 2006, respectively. The
crediting interest rate as of December 31, 2007 and 2006 was 3.70% and 3.50%, respectively.
Interest rates are reviewed on a semi-annual basis for resetting.
- 11 -
C-COR
Incorporated
Retirement Savings And Profit Sharing Plan
Notes To Financial Statements
Certain events limit the ability of the Plan to transact at contract value with the issuer.
Such events include the following: (1) amendments to the plan documents (including complete or
partial plan termination or merger with another plan), (2) changes to the plans prohibition on
competing investment options or deletion of equity wash provisions, (3) bankruptcy of the plan
sponsor or other plan sponsor events (for example, divestitures or spin-offs of a subsidiary)
that cause a significant withdrawal from the plan, or (4) the failure of the trust to qualify
for exemption from federal income taxes or any required prohibited transaction exemption under
ERISA. The Plan administrator does not believe that the occurrence of any such value event,
which would limit the Plans ability to transact at contract value with participants, is
probable.
The guaranteed investment contract does not permit Prudential to terminate the agreement prior
to the scheduled maturity date.
5.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination, participants will
become 100 percent vested in employer contributions prior to January 1, 2003, and any
forfeitures in the Plan will be allocated to participant accounts and distributed in such a
manner as the Company may determine.
6.
Tax Status
The Internal Revenue Service has determined and informed the Company by letter dated February
15, 2008, that the Plan and related trust are designed in accordance with applicable sections
of the IRC.
7.
Related-Party Transactions
Plan investments include units of pooled separate accounts and a general account administered
by Prudential. Prudential is the custodian of the Plan and, therefore, these transactions
qualify as party-in-interest transactions. Additionally, the Plan maintains investments in the
Companys common stock.
8.
Plan Administrative Expenses
Certain administrative expenses for the Plan are paid by the Company and from the forfeiture
account.
- 12 -
C-COR
Incorporated
Retirement Savings And Profit Sharing Plan
Notes To Financial Statements
9.
Transfer To Plan
During 2007, a plan-to-plan transfer of assets occurred based on the June 2007 sale of a
portion of C-COR Network Services, Inc. The transfer was completed in December 2007. The
amount transferred to the Plan was $1,836,228.
10.
Stock Conversion
On December 14, 2007, ARRIS completed its acquisition of
100% of the outstanding shares of C-COR. As a result, pursuant to the Agreement and Plan of Merger each issued and outstanding
share of C-COR common stock held in participant accounts was converted into the right to receive $0.688 in cash and 1.0245 shares of ARRIS common stock (plus additional cash in lieu of any fractional shares). The shares held by
participants evidenced the rights acquired in the acquisition as of December 14, 2007 through the date
of conversion. At December 31, 2007, these rights were valued on a per share basis using the respective exchange ratio for the combination
of cash and shares. The rights represented by
shares of ARRIS common stock were valued using the quoted market price of ARRIS common stock at December 31, 2007; whereas the rights of the cash component were recorded
at a fair value of $0.688 per common share and reflected as a receivable to the Plan at December 31, 2007.
Subsequently in January 2008, the conversion of C-COR common stock held by participants was completed.
- 13 -
C-COR INCORPORATED
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
EIN: 24-0811591 PLAN NUMBER: 003
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2007
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(a)
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(b)
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(c)
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(d)
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(e)
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Current
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Identity of Issue
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Description of Investment
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Cost
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Value
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*
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ARRIS, Group, Inc.
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Common stock
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N/R
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$
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2,314,172
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*
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Prudential
Retirement &
Investment Services
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Guaranteed Investment Contract,
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*
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Guaranteed Income Fund
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N/R
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7,747,109
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Pooled Separate Accounts:
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*
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Dryden S&P 500 Index
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N/R
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4,247,668
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*
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T Rowe Price Equity Income ADV SH
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N/R
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4,125,366
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*
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Artisan Partners Mid Cap Growth
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N/R
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3,836,150
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*
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Prudential Lifetime Balanced
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N/R
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3,172,973
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*
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Oppenheimer Global
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N/R
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3,130,071
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*
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Turner Investment Partners Large Cap Growth
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N/R
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2,791,959
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*
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Prudential Lifetime Growth
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N/R
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2,641,068
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*
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American Century Equity Income
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N/R
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2,172,308
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*
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MEA Small Cap Value
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N/R
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2,073,137
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*
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TimesSquare Small Cap Growth
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N/R
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1,782,174
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*
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American Century International Growth
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N/R
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1,584,137
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*
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Oakmark Equity and Income
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N/R
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1,578,075
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*
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Columbia International Value
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N/R
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1,377,686
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*
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Prudential Lifetime Conservative
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N/R
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883,817
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*
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Core Bond Enhanced Index
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N/R
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836,274
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*
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Templeton Growth
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N/R
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827,495
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*
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Prudential Lifetime Aggressive
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N/R
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726,537
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*
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Self Directed Brokerage
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N/R
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300,933
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*
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Prudential Short-Term Bond
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N/R
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186,617
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*
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Turner Investment Partners Balanced
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N/R
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119,440
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*
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Prudential Lifetime Income & Equity
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N/R
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87,210
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*
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American Century Real Estate I
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N/R
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31,598
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*
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Integrity Mid Cap Value
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N/R
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26,845
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*
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Participant Loans
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Participant loans with various rates of interest
from 5.00% to 10.00%
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556,557
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Total
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$
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49,157,376
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*
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Parties-in-interest, as defined by ERISA
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N/R
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Participant directed investment; cost not required to be reported
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See accompanying notes to financial statements
- 14 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee savings plan) have duly caused this annual report to be signed by the
undersigned thereunto duly authorized,
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ARRIS GROUP, INC.
|
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C-COR INCORPORATED
RETIREMENT SAVINGS AND PROFIT SHARING PLAN
|
|
|
|
|
|
|
|
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|
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By:
|
|
Administrative Committee
|
|
|
|
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|
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(Plan Administrator)
|
|
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/s/ LAWRENCE A. MARGOLIS
|
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Lawrence A. Margolis
|
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Executive Vice President,
Strategic Planning,
Adminstration, and Chief Counsel
|
|
Dated:
June 27, 2008
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