UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
11-K
☒
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
ARRIS TECHNOLOGY, INC. EMPLOYEE SAVINGS PLAN (formerly ARRIS
GROUP, INC. EMPLOYEE SAVINGS PLAN)
Of
ARRIS INTERNATIONAL
PLC
(Exact name of registrant as specified in its charter)
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England and Wales
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001-37672
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98-1241619
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3871 Lakefield Drive, Suwanee, Georgia
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30024
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(678) 473-2000
ARRIS Technology, Inc. Employee Savings Plan
(formerly ARRIS Group, Inc. Employee Savings Plan)
Audited Financial Statements and Supplemental Schedule
As of December 31, 2017 and 2016 and for the Year Ended December 31, 2017
Contents
Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrator of the ARRIS Technology, Inc. Employee Savings Plan
(formerly known as ARRIS Group, Inc. Employee Savings Plan)
Opinion on the Financial Statements
We have audited the
accompanying statements of net assets available for benefits of ARRIS Technology, Inc. Employee Savings Plan 401(k) Plan, (the Plan) as of December 31, 2017 and 2016, and the related statement of changes in net assets available for benefits for
the year ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits
of the Plan at December 31, 2017 and 2016, and the changes in its net assets available for benefits for the year ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the
responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we
express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Schedule
The accompanying supplemental
schedule of schedule of assets (held at end of year) as of December 31, 2017, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule
is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to
test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the
Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial
statements as a whole.
/s/ Ernst & Young LLP
We have served as the Plan’s auditor since 1994.
Atlanta,
Georgia
June 28, 2018
1
ARRIS Technology, Inc. Employee Savings Plan
(formerly ARRIS Group, Inc. Employee Savings Plan)
Statements of Net Assets Available for Benefits
(In Thousands)
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December 31
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2017
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2016
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Assets:
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Investments, at fair value
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$
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554,065
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$
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402,550
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Fully benefit-responsive investment contracts at contract value
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50,094
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49,304
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Employer contributions receivable
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2,260
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1,727
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Notes receivable from participants
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5,958
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5,135
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Net assets available for benefits
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$
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612,377
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$
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458,716
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See accompanying notes.
2
ARRIS Technology, Inc. Employee Savings Plan
(formerly ARRIS Group, Inc. Employee Savings Plan)
Statement of Changes in Net Assets Available for Benefits
(In Thousands)
Year
Ended December 31, 2017
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Additions to net assets attributable to:
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Contributions:
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Participants
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$
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39,097
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Rollovers
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5,861
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Employer
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16,537
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Total contributions
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61,495
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Investment income:
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Dividends and interest
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26,733
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Net appreciation in fair value of investments
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52,701
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Total investment income
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79,434
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Other income
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566
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Interest income on notes receivable
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252
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Total additions
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80,252
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Deductions from net assets attributable to:
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Benefits paid to participants
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(51,771
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)
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Administrative expenses
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(591
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Total deductions
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(52,362
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)
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Net increase in net assets (before plan transfer)
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89,385
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Transfer in from acquired plan
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64,276
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Net assets available for benefits:
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Beginning of year
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458,716
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End of year
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$
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612,377
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See accompanying notes.
3
ARRIS Technology, Inc. Employee Savings Plan
(formerly ARRIS Group, Inc. Employee Savings Plan),
Notes to Financial Statements
December 31, 2017
1. Explanatory
Note
On January 1, 2017, the Pace Americas, LLC. 401(k) Plan (“Pace Plan”) was merged into the ARRIS Technology, Inc. Employee Savings
Plan, formerly ARRIS Group, Inc, Employee Savings Plan (“the Plan”). As a result of the merger, employees of Pace Americas, LLC who were participants in the Pace Plan became eligible to participate in the Plan on January 1, 2017. The
balance of $64.3 million consisting of plan assets and loan balances was transferred to the Plan and funds were allocated to each employee’s account in January 2017. In addition, contemporaneous with the merger of the two Plans, the Plan
was amended to reflect the change in Plan sponsor and Plan name to ARRIS Technology, Inc. Employee Savings Plan from ARRIS Group, Inc. Employee Savings Plan.
On December 1, 2017, ARRIS completed the acquisition of Ruckus Wireless and ICX Switch business (“Ruckus Networks”). Ruckus Networks employees
were eligible to participate in the Plan effective December 1, 2017. Prior to the ARRIS acquisition of Ruckus Networks, employees were able to participate in the Ruckus 401(k) plan and the Brocade 401(k) plan at different times. Employees were
able to rollover their account balances, including loans from the Brocade 401(k) plan into the Plan. However, as of December 31, 2017 the assets could not be rolled over from the Ruckus 401(k) plan to the Plan.
2. Description of the Plan
The following description of
the Plan provides only general information. Participants should refer to the Summary Plan Description and Plan document for a more complete description of the Plan’s provisions.
General
The Plan, a defined contribution plan covering
substantially all U.S. employees of ARRIS International plc (ARRIS or the Company), is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan contains the safe harbor provisions under
Section 401(k) (12) of the Internal Revenue Code.
Contributions
Participants may contribute up to 50% of their pretax compensation in increments of 0.1%, subject to Internal Revenue Service (IRS) limitations. The Plan
permits participants to designate all or a portion of their contributions as
after-tax
Roth contributions. Participants will be automatically enrolled in the Plan if an affirmative election to participate or
not participate in the Plan is not made within 45 days following hire or rehire date. Under the automatic enrollment feature 5% of compensation will be contributed to the Plan as a
before-tax
contribution.
Under the terms of the Plan, the Company will also make employer safe harbor matching-contributions. The Company matches 100% of a participant’s
contributions up to the first 3% of compensation contributed to the Plan, plus 50% of the participant’s contributions with respect to the next 2% of compensation contributed to the Plan, for a maximum employer-matching contribution equal to 4%
of compensation.
The Plan provides a
true-up
employer matching contribution to active participants’ accounts
if, after the end of the Plan year, it is determined that a participant received less than the maximum percentage of employer-matching contributions required based on the participant’s total contributions for the year.
4
The Company in its discretion may also make an additional discretionary contribution.
Participant Accounts
Each participant’s account is
credited with the participant’s contributions, allocations of the Company’s matching contributions, allocable share of investment results, and allocable share of administrative expenses not otherwise paid by the Company. Allocations are
based on participant earnings or account balances, as set forth in the Plan documents.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. Employer matching contributions made on and after January 1,
2008, plus actual earnings thereon, are immediately vested at 100%. Vesting for the additional discretionary contribution is based on a schedule. Full vesting for this contribution will occur at 3 years of service.
Forfeitures
During 2017, approximately $31 thousand
of nonvested employer contributions were forfeited by terminated Plan participants. Forfeited balances of nonvested terminated participants’ accounts are used to reduce Company contributions. In 2017, the Company used $21 thousand of
forfeitures to offset contributions. As of December 31, 2017 and 2016, unallocated assets (e.g., forfeitures) included in investments totaled $59 thousand and $47 thousand, respectively.
Payment of Benefits
Upon termination of service,
retirement, death, or permanent disability, a participant may receive a
lump-sum
distribution equal to the
non-forfeitable
portion of his/her Plan account. The Plan also
provides for hardship distributions and, once a participant has attained age 59
1
⁄
2
,
in-service
distributions.
Participant Loans
Participants may borrow from
their fund accounts a minimum of $500 up to a maximum of the lesser of $50,000 or 50% of their vested account balances. Loan terms range from one to five years or up to ten years for the purchase of a primary residence. Certain loans
originating from the
C-COR,
Incorporated Retirement Savings, and Profit Sharing Plan (Prior Plan) that were assumed by the Plan in 2008 have longer terms as was permitted under the Prior Plan at the time the
loans were made. The loans are secured by the balance in the participant’s account and bear interest at the prime rate, plus 1%, in effect at the time of the disbursement of the loan. Principal and interest are paid ratably through payroll
deductions.
Administrative Expenses
The Plan incurs
administrative expenses directly related to the Plan. These expenses are paid through Plan Investments and are reported on the statements of changes in net assets available for benefits as administrative expenses. Certain fees associated with
participant loans are paid from the participant’s account balance. All other administrative expenses are paid by the Company on behalf of the Plan.
Plan Termination
Although it has not expressed any
intent to do so, the Company has the right under the Plan to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. The value of the trust assets and the
shares of all participants and beneficiaries will be determined as of the effective date of the termination. Distributions will be made as provided in the Plan document.
5
3. Summary of Significant Accounting Policies
Basis of Presentation
The Plan’s financial
statements have been prepared on the accrual basis of accounting.
Notes Receivable
Notes receivable represents participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on
loans receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2017 or 2016. If
a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
Investments
The Plan’s investments in mutual funds
and the Company common stock fund are stated at fair value, which is based on quoted market prices on national exchanges as of the last business day of the Plan year.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend
date.
The Plan’s investment in the Prudential Stable Fund, which is a fully benefit-responsive
synthetic guaranteed investment contracts (SGIC) consisting of a wrapper contract and a common collective trust is recorded at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts
because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals
and fees.
Except for events which may result in termination for cause, including, but not limited to, plan termination or merger, early retirement
incentive, and layoffs, the issuer may not cause the contract to be terminated at an amount other than contract value. The Plan does not believe that the occurrence of any event limiting the Plans’ ability to transact at contract value is
probable.
Interest is credited on contract balances using a single “portfolio rate” approach. Under this methodology, a single interest
crediting rate is applied to all contributions made to the product regardless of the timing of those contributions. Interest crediting rates are reviewed on a quarterly basis for resetting.
Use of Estimates
The preparation of financial statements
in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those
estimates.
4. Investments
Fair Value
Measurements
Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the FASB established a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair
value into three broad levels, which are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible to
the reporting entity at the measurement date for identical assets and liabilities
Level 2: Inputs other than quoted prices in active
markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability.
6
Level 3: Unobservable inputs for the asset or liability (i.e., supported by little or no
market activity). Level 3 inputs include management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value
measurement. The following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.
ARRIS International plc, Common Stock Fund
This fund
represents employer securities valued at the closing price reported on the active market on which the portion of the fund provides liquidity, which enables Plan participants to transfer money daily among all investment choices. This common stock
fund is classified as a Level 1 investment.
Lifecycle Funds
These funds include investments in highly diversified funds designed to remain appropriate for investors in terms of risk throughout a variety of life
circumstances. These funds share the common goal of first growing and then later preserving principal and contain a mix of U.S. and international common stocks, U.S. issued bonds and cash. There are currently no redemption restrictions on these
investments. The fair value of the investments in this category is determined by obtaining quoted prices on nationally recognized securities exchanges. These investments are classified as Level 1 within the valuation hierarchy.
Mutual Funds
The fair value of mutual funds is
determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 input). The investment objective of the registered investment company is a combination of current income and capital growth and holds a diversified mix of
domestic and international equities, domestic and international investment grade bonds, domestic high-yield bonds, and investment grade money market instruments.
The following table presents Plan assets measured at fair value on a recurring basis subject to the fair value hierarchy (in thousands):
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December 31, 2017
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Level 1
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Level 2
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Level 3
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Total
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ARRIS common stock fund
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$
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13,859
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$
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–
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$
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–
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$
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13,859
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Lifecycle funds
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198,206
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–
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–
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198,206
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Money market funds
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342,000
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–
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–
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342,000
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Total
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$
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554,065
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$
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–
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$
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–
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$
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554,065
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December 31, 2016
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Level 1
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Level 2
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Level 3
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Total
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ARRIS common stock fund
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$
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13,128
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$
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–
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$
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–
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$
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13,128
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Lifecycle funds
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127,415
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–
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–
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127,415
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Money market funds
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262,007
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–
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–
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262,007
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Total
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$
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402,550
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$
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–
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$
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–
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$
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402,550
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7
5. Income Tax Status
The Plan has received a determination letter from the IRS dated March 19, 2016, stating that the Plan is qualified under Section 401(a) of the
Internal Revenue Code (the Code) and therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to
maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and therefore, believes the Plan, as amended and restated, is qualified and, the related trust is
tax-exempt.
Accounting principles generally accepted in the United States require Plan management to evaluate uncertain
tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan administrator has
analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017 there are no uncertain positions taken or expected to be taken. The Plan recognizes interest and penalties, if any, related to unrecognized tax
benefits in income tax expense. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
6. Transactions with
Parties-in-Interest
The following transactions qualify as related-party transactions; however, all of these types of transactions are exempt under the prohibited transaction
rules:
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•
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The Plan held ARRIS common stock fund valued at $13.9 million and $13.1 million at December 31, 2017 and 2016, respectively.
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•
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Participants have loans from their fund accounts outstanding in the amount of $6.0 million and $5.1 million as of December 31, 2017 and 2016, respectively.
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7. Risks and Uncertainties
The Plan invests in various
investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the
values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
8
Supplemental Schedule
9
ARRIS Technology, Inc. Employee Savings Plan
(formerly ARRIS Group, Inc. Employee Savings Plan)
EIN#
36-4134221 Plan#002
Schedule H, Line 4(i) – Schedule of Assets
(Held at End of Year)
December 31, 2017
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(a)
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(b)
Identity of Issue
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(c)
Description of Investment
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(e)
Current Value
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Vanguard
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Vanguard Institutional Index Fund
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$
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87,803,926
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(1)
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Prudential
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Prudential Core Conservative Bond Fund
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50,093,591
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American Funds
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American Funds 2030 Target Date
Rt-R6
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46,028,973
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American Funds
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American Funds 2025 Target Date
Rt-R6
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37,884,962
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American Funds
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American Funds 2035 Target Date
Rt-R6
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32,560,787
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Prudential
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Prudential Total Return Bond Z Fund
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32,087,112
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American Funds
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American Funds 2020 Target Date
Rt-R6
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31,044,596
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Wells Fargo
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Wells Fargo Advantage Growth ADM Fund
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30,753,369
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American Funds
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American Funds 2040 Target Date
Rt-R6
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26,527,829
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American Funds
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American Funds Cap Wld Growth & Income R4 Fund
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23,374,437
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T. Towe Price
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Select T. Rowe Price/Frontier MC Gr II I
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23,242,147
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Invesco
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Invesco Equally Weighted S&P 500Y Fund
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22,510,446
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Franklin
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Franklin Rising Dividend Adv
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21,153,355
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Oakmark
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Oakmark Equity & Income Fund
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20,270,741
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American
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American Century Value Fund
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18,228,286
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Fidelity
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Fidelity Advisor International Growth Fund
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16,454,578
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Columbia
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Columbia Mid Cap Value Z Fund
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15,265,219
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Franklin
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Franklin Small Cap Value Adv
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12,147,213
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ClearBridge
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ClearBridge Small Cap Growth I
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9,953,996
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|
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American Funds
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American Funds 2045 Target Date
Rt-R6
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|
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8,797,877
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American Funds
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American Century Real Estate Inv
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8,036,795
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American Funds
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American Funds 2015 Target Date
Rt-R6
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|
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7,850,865
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|
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American Funds
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|
American Funds 2050 Target Date
Rt-R6
|
|
|
5,793,923
|
|
|
|
|
American Funds
|
|
American Funds 2055 Target Date
Rt-R6
|
|
|
1,685,467
|
|
|
|
|
American Funds
|
|
American Funds 2060 Target Date
Rt-R6
|
|
|
31,395
|
|
|
(2)
|
|
ARRIS International plc
|
|
Common stock fund
|
|
|
13,858,676
|
|
|
(2)
|
|
ARRIS International plc
|
|
Short term investments and cash
|
|
|
718,332
|
|
|
(2)
|
|
Participants
|
|
Loans receivable; interest rates range 3.25% – 6.00%; maturities
through 10/03/2027
|
|
|
5,958,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
610,117,137
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Reported at contract value
|
|
(2)
|
Represents a
party-in-interest
to the Plan
|
Note: Cost information (column d) has not been included as all investments are participant directed.
10
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee savings plan) have duly caused
this annual report to be signed by the undersigned thereunto duly authorized.
|
|
|
|
|
ARRIS TECHNOLOGY, INC.
EMPLOYEE
SAVINGS PLAN,
|
|
|
|
|
By:
|
|
Administrative Committee
|
|
|
|
(Plan Administrator)
|
|
|
|
|
|
/s/ Patrick W. Macken
|
|
Patrick W, Macken
Senior Vice President,
General Counsel and Secretary
|
Dated: June 28, 2018
11
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form
S-8
No. 333-68018)
pertaining to the Employees’ Savings Plan of ARRIS Technology, Inc. (formerly known as the Employees’ Savings Plan of ARRIS Group, Inc.) of our report dated June 28, 2018,
with respect to the financial statements and schedule of the ARRIS Technology, Inc. Employees’ Savings Plan included in this Annual Report (Form
11-K)
for the year ended December 31, 2017.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 28, 2018
12
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