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ARRIS Announces Preliminary And Unaudited Fourth Quarter And Full Year 2012 Results

Companies mentioned in this article: ARRIS Group, Inc.

SUWANEE, Ga., Feb. 6, 2013 /PRNewswire/ -- ARRIS Group, Inc. (NASDAQ: ARRS), today announced preliminary and unaudited financial results for the fourth quarter and full year 2012.

Revenues in the fourth quarter 2012 were $344.0 million as compared to fourth quarter 2011 revenues of $281.1 million and as compared to third quarter 2012 revenues of $357.5 million. Full year 2012 and 2011 revenues were $1,353.7 million and $1,088.7 million, respectively.

Adjusted net income (a non-GAAP measure) in the fourth quarter 2012 was $0.28 per diluted share, compared to $0.21 per diluted share for the fourth quarter 2011 and $0.22 per diluted share for the third quarter 2012. Adjusted net income was $0.93 per diluted share for the full year 2012 and compares to $0.81 per diluted share for the full year 2011.

GAAP net income in the fourth quarter 2012 was $0.13 per diluted share, as compared to fourth quarter 2011 GAAP net loss of $(0.51) per diluted share and third quarter 2012 GAAP net income of $0.15 per diluted share. Full year 2012 GAAP net income was $0.46 per diluted share as compared to GAAP net loss of $(0.15) per diluted share in full year 2011. Significant GAAP items that have been adjusted in computing adjusted net income and adjusted net income per diluted share include: acquisition accounting impacts related to acquired deferred revenue; amortization of intangible assets; long-term investment impairment; loss on the sale of a product line; early pension settlement costs; equity compensation; non-cash interest expense; acquisition and restructuring charges; and certain discrete tax items. A reconciliation of adjusted net income to GAAP net income per diluted share is attached to this release and can also be found on the Company's website (www.arrisi.com).

Gross margin for the fourth quarter 2012 was 35.8%, which compares to the fourth quarter 2011 gross margin of 37.9% and the third quarter 2012 gross margin of 31.3%.

The Company ended the fourth quarter of 2012 with $584.0 million of cash resources, which includes $530.1 million of cash, cash equivalents and short-term investments, and $53.9 million of long-term marketable security investments, as compared to $571.2 million, in the aggregate, at the end of the third quarter of 2012. During 2012 the Company repurchased approximately 4.5 million of its shares for $51.9 million. The Company generated $11.8 million of cash from operating activities during the fourth quarter 2012 and $84.4 million during the full year 2012, which compares to $60.9 million and $113.2 million, respectively, during the same periods in 2011.

Order backlog at the end of the fourth quarter 2012 was $222.6 million as compared to $148.5 million and $185.8 million at the end of the fourth quarter 2011 and the third quarter 2012, respectively. The Company's book-to-bill ratio in the fourth quarter 2012 was 1.11 as compared to the fourth quarter 2011 of 0.98 and the third quarter 2012 of 0.82.

"I am delighted with our overall 2012 results. The past year has delivered a 24% year over year improvement in revenue and a 15% increase in our non-GAAP EPS. Our R&D investments have allowed us to bring a number of new, well received, products to market," said Bob Stanzione, ARRIS Chairman and CEO. "Work on the previously announced acquisition of the Motorola Home business is progressing and I am very excited about our prospects resulting from the combination."

"2012 was a strong year for ARRIS. We continued to execute on our strategy, which has resulted in improved performance," said David Potts, ARRIS EVP & CFO. "With respect to the first quarter 2013, we now project that adjusted non-GAAP revenues for the Company will be in the range of $350 to $370 million, which excludes a $13 million non-cash accounting impact associated with the planned investment in ARRIS by Comcast as part of the pending Motorola Home acquisition. As a result, GAAP revenues are expected to be in the range of $337 to $357 million. We project that adjusted (non-GAAP) net income per diluted share will be in the range of $0.22 to $0.26 and GAAP net income per diluted share in the range of $0.02 to $0.06, reflecting a higher mix of our CPE product line, as compared to the fourth quarter 2012. The EPS guidance excludes any mark-to-market fair value adjustments related to the Comcast investment."

ARRIS management will conduct a conference call at 5:00 pm EST, today, Wednesday, February 6, 2013, to discuss these results in detail. You may participate in this conference call by dialing (888) 713-4215 or (617) 213-4867 for international calls prior to the start of the call and providing the ARRIS Group, Inc. name, conference pass code 61284341, and Bob Puccini as the moderator. Please note that ARRIS will not accept any calls related to this earnings release until after the conclusion of the conference call. A replay of the conference call can be accessed approximately two hours after the call through February 13, 2013 by dialing (888) 286-8010 or (617) 801-6888 and using the pass code 43355976. Live internet access to the call will be available through the Investor Relations section of the Company's website at www.arrisi.com. A replay will also be made available for a period of 12 months following the conference call on ARRIS' website at www.arrisi.com.

About ARRIS

ARRIS is a global communications technology company specializing in the design, engineering and supply of technology supporting triple- and quad-play broadband services for residential and business customers around the world. The company supplies broadband operators with the tools and platforms they need to deliver converged IP video solutions, carrier-grade telephony, demand driven video, next-generation advertising, network and workforce management solutions, access and transport architectures and ultra high-speed data services. Headquartered in Suwanee, GA, USA, ARRIS has R&D centers in Suwanee, GA; Beaverton, OR; Lisle, IL; Kirkland, WA; State College, PA; Tel Aviv, Israel; Wallingford, CT; Waltham, MA; Cork, Ireland; and Shenzhen, China, and operates support and sales offices throughout the world. Information about ARRIS products and services can be found at www.arrisi.com.

Forward-looking statements:

Statements made in this press release, including those related to:

    --  growth expectations and business prospects;
    --  completion of the Motorola Home business acquisition;
    --  revenues and net income for the first quarter 2013 and beyond;
    --  expected sales levels and acceptance of new ARRIS products; and
    --  the general market outlook and industry trends

are forward-looking statements. These statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. Among other things,

    --  projected results for the first quarter 2013 as well as the general
        outlook for 2013 are based on preliminary estimates, assumptions and
        projections that management believes to be reasonable at this time, but
        are beyond management's control;
    --  ARRIS' customers operate in a capital intensive consumer based industry,
        and the current economic uncertainty or changes in customer spending may
        adversely impact their ability or willingness  to purchase the products
        that the Company offers;
    --  ARRIS' completion of the Motorola Home acquisition is subject to
        satisfaction of a number of conditions outside of its control, including
        receipt of necessary regulatory approvals; and
    --  because the market in which ARRIS operates is volatile, actions taken
        and contemplated may not achieve the desired impact relative to changing
        market conditions and the success of these strategies will be dependent
        on the effective implementation of those plans while minimizing
        organizational disruption.

In addition to the factors set forth elsewhere in this release, other factors that could cause results to differ from current expectations include: the current volatility in the capital markets; the potential impact on the business of the Motorola Home acquisition, the retention of employees and the ability of ARRIS to successfully integrate Motorola Home's business opportunities, technology, personnel and operations; the impact of rapidly changing technologies; the impact of competition on product development and pricing; the ability of ARRIS to react to changes in general industry and market conditions including regulatory developments; rights to intellectual property, market trends and the adoption of industry standards; and consolidations within the telecommunications industry of both the customer and supplier base. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the Company's business. Additional information regarding these and other factors can be found in ARRIS' reports filed with the Securities and Exchange Commission, including its Form 10-Q for the quarter ended September 30, 2012. In providing forward-looking statements, the Company expressly disclaims any obligation to update publicly or otherwise these statements, whether as a result of new information, future events or otherwise.

                                                                                                ARRIS GROUP, INC.
                                                                                     PRELIMINARY CONSOLIDATED BALANCE SHEETS
                                                                                                  (in thousands)
                                                                                                   (unaudited)


                                                            December 31,                                September 30,               June 30,             March 31,             December 31,
                                                                               2012                                           2012                 2012                  2012                     2011
                                                                               ----                                           ----                 ----                  ----                     ----

    ASSETS

    Current assets:
    Cash and cash equivalents                                              $131,703                                       $188,653             $199,395              $215,808                 $235,875
    Short-term investments, at fair value                                   398,414                                        359,753              340,166               298,539                  282,904
                                                                            -------                                        -------              -------               -------                  -------
    Total cash, cash equivalents and short term investments                 530,117                                        548,406              539,561               514,347                  518,779

    Restricted cash                                                           4,722                                          4,665                3,942                 3,943                    4,101
    Accounts receivable, net                                                188,581                                        171,143              179,371               183,427                  152,437
    Other receivables                                                           350                                            578                1,414                 5,071                    8,789
    Inventories, net                                                        133,848                                        137,496              102,361               105,114                  115,912
    Prepaids                                                                 11,682                                         12,408               12,124                12,436                   10,408
    Current deferred income tax assets                                       24,944                                         20,787               21,972                22,068                   22,048
    Other current assets                                                     25,648                                         18,907               16,766                16,792                   27,071
                                                                             ------                                         ------               ------                ------                   ------
    Total current assets                                                    919,892                                        914,390              877,511               863,198                  859,545

    Property, plant and equipment, net                                       54,378                                         54,593               56,175                57,810                   61,375
    Goodwill                                                                194,115                                        194,469              194,626               195,268                  194,542
    Intangible assets, net                                                   94,529                                        102,258              110,000               117,444                  124,823
    Investments                                                              86,164                                         57,483               70,967                82,968                   71,095
    Noncurrent deferred income tax assets                                    47,431                                         49,589               47,228                42,106                   38,433
    Other assets                                                              9,385                                          9,913               10,575                11,699                   10,997
                                                                              -----                                          -----               ------                ------                   ------
                                                                         $1,405,894                                     $1,382,695           $1,367,082            $1,370,493               $1,360,810
                                                                         ==========                                     ==========           ==========            ==========               ==========


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:
    Accounts payable                                                        $45,719                                        $49,061              $44,800               $54,576                  $40,671
    Accrued compensation, benefits and related taxes                         29,773                                         35,066               28,165                31,081                   36,764
    Accrued warranty                                                          2,882                                          3,036                2,995                 3,094                    3,350
    Deferred revenue                                                         44,428                                         50,859               63,023                60,129                   43,746
    Current portion of LT debt                                              222,124                                              -                    -                     -                        -
    Other accrued liabilities                                                25,795                                         21,768               23,980                31,054                   33,325
                                                                             ------                                         ------               ------                ------                   ------
    Total current liabilities                                               370,721                                        159,790              162,963               179,934                  157,856
    Long-term debt, net of current portion                                        -                                        218,943              215,823               212,765                  209,766
    Accrued pension                                                          26,883                                         26,172               25,696                25,739                   25,260
    Accrued severance liability, net of current portion                       4,119                                          3,895                3,758                 3,884                    4,191
    Noncurrent income taxes payable                                          24,389                                         24,434               26,676                26,676                   24,450
    Noncurrent deferred income tax liabilities                                  351                                            334                  340                   352                      337
    Other noncurrent liabilities                                             19,043                                         20,362               21,039                22,372                   22,745
                                                                             ------                                         ------               ------                ------                   ------
    Total liabilities                                                       445,506                                        453,930              456,295               471,722                  444,605

    Stockholders' equity:
    Preferred stock                                                               -                                              -                    -                     -                        -
    Common stock                                                              1,488                                          1,479                1,473                 1,467                    1,449
    Capital in excess of par value                                        1,285,575                                      1,270,561            1,259,946             1,247,763                1,245,115
    Treasury stock at cost                                                 (306,330)                                      (306,330)            (295,960)             (280,724)                (254,409)
    Unrealized gain (loss) on marketable securities                             206                                             74                  211                   149                     (267)
    Unfunded pension liability                                               (8,558)                                       (10,231)             (10,231)              (10,231)                 (10,231)
    Accumulated deficit                                                     (11,809)                                       (26,604)             (44,468)              (59,469)                 (65,268)
    Cumulative translation adjustments                                         (184)                                          (184)                (184)                 (184)                    (184)
                                                                               ----                                           ----                 ----                  ----                     ----
    Total stockholders' equity                                              960,388                                        928,765              910,787               898,771                  916,205
                                                                            -------                                        -------              -------               -------                  -------
                                                                         $1,405,894                                     $1,382,695           $1,367,082            $1,370,493               $1,360,810
                                                                         ==========                                     ==========           ==========            ==========               ==========


                                                                                 ARRIS GROUP, INC.
                                                                 PRELIMINARY CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                      (in thousands, except per share data)
                                                                                   (unaudited)

                                                                                                                   For the Three Months           For the Twelve Months
                                                                                                                    Ended December 31,              Ended December 31,
                                                                                                                    ------------------              ------------------
                                                                                                                        2012                2011                 2012         2011
                                                                                                                        ----                ----                 ----         ----

    Net sales                                                                                                       $344,003            $281,076           $1,353,663   $1,088,685
    Cost of sales                                                                                                    220,812             174,531              891,086      678,172
                                                                                                                     -------             -------              -------      -------
    Gross margin                                                                                                     123,191             106,545              462,577      410,513

    Operating expenses:
    Selling, general, and administrative expenses                                                                     43,794              40,829              161,338      148,755
    Research and development expenses                                                                                 40,700              37,785              170,706      146,519
    Acquisition costs                                                                                                  5,131               2,730                5,870        3,205
    Loss on sale of product line                                                                                           -                   -                  337            -
    Restructuring charges                                                                                                306               3,391                6,761        4,360
    Impairment of goodwill & intangibles                                                                                   -              88,633                    -       88,633
    Amortization of intangible assets                                                                                  7,729               6,817               30,294       33,649
                                                                                                                      97,660             180,185              375,306      425,121
                                                                                                                      ------             -------              -------      -------
    Operating income                                                                                                  25,531             (73,640)              87,271      (14,608)
    Other expense (income):
    Interest expense                                                                                                   4,546               4,258               17,797       16,939
    Loss (gain) on investments                                                                                            78               2,074               (1,405)       1,570
    Loss (gain) on foreign currency                                                                                     (131)               (705)                 786         (580)
    Interest income                                                                                                     (993)               (715)              (3,241)      (3,154)
    Loss on debt redemption                                                                                                -                   -                    -           19
    Other (income) expense, net                                                                                         (171)               (211)                (962)        (891)
                                                                                                                        ----                ----                 ----         ----
    Income (loss) from continuing operations before income taxes                                                      22,202             (78,341)              74,296      (28,511)
    Income tax expense (benefit)                                                                                       7,407             (18,712)              20,837      (10,849)

    Net income                                                                                                       $14,795            $(59,629)             $53,459     $(17,662)
                                                                                                                     =======            ========              =======     ========

    Net income (loss) per common share:
    Basic                                                                                                              $0.13              $(0.51)               $0.47       $(0.15)
                                                                                                                       =====              ======                =====       ======
    Diluted                                                                                                            $0.13              $(0.51)               $0.46       $(0.15)
                                                                                                                       =====              ======                =====       ======

    Weighted average common shares:
    Basic                                                                                                            114,028             117,316              114,161      120,157
                                                                                                                     =======             =======              =======      =======
    Diluted                                                                                                          117,013             117,316              116,514      120,157
                                                                                                                     =======             =======              =======      =======

                                                                                                                                                     ARRIS GROUP, INC.
                                                                                                                                     PRELIMINARY CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                                                                      (in thousands)
                                                                                                                                                        (unaudited)
                                                                                                                                                                                                                                                    For the Three Months                        For the Twelve Months
                                                                                                                                                                                                                                                     Ended December 31,                          Ended December 31,
                                                                                                                                                                                                                                                     ------------------                          ------------------
                                                                                                                                                                                                                                                          2012                       2011                      2012                      2011
                                                                                                                                                                                                                                                          ----                       ----                      ----                      ----
                                                                                                                                                                                                                                                                                                                                               
    Operating Activities:
                                                Net income (loss)                                                                                                                                                                      $14,795                   $(59,629)                   $53,459                  $(17,662)
                                                Depreciation                                                                                                                                                                             6,988                      6,589                     27,953                    24,139
                                                Amortization of intangible assets                                                                                                                                                        7,729                      6,817                     30,294                    33,649
                                                Amortization of deferred finance fees                                                                                                                                                      160                        160                        639                       647
                                                Impairment of goodwill & intangibles                                                                                                                                                         -                     88,633                          -                    88,633
                                                Non-cash interest expense                                                                                                                                                                3,181                      2,941                     12,358                    11,545
                                                Deferred income tax provision (benefit)                                                                                                                                                 (3,085)                     3,343                    (13,989)                  (12,144)
                                                 Deferred income tax related to goodwill & intangible
                                                 impairment                                                                                                                                                                       -                    (25,584)                                   -                   (25,584)
                                                Stock compensation expense                                                                                                                                                               6,712                      5,108                     27,906                    22,055
                                                Provision for doubtful accounts                                                                                                                                                            186                        201                        240                       200
                                                Loss on debt retirement                                                                                                                                                                      -                          -                          -                        19
                                                Loss on sale of product line                                                                                                                                                                 -                          -                        337                         -
                                                Loss on disposal of fixed assets                                                                                                                                                            42                         10                         82                        16
                                                Loss (gain) on investments                                                                                                                                                                  78                      2,074                     (1,404)                    1,570
                                                Excess tax benefits from stock-based compensation plans                                                                                                                        (935)                      (679)                    (3,549)                   (3,668)
                                                 Changes in operating assets & liabilities, net of
                                                 effects of acquisitions and disposals:
                                                Accounts receivable                                                                                                                                                                    (17,624)                    17,794                    (37,139)                  (22,093)
                                                Other receivables                                                                                                                                                                          211                     (1,618)                     8,398                    (1,635)
                                                Inventory                                                                                                                                                                                3,648                      7,862                    (21,491)                   (7,144)
                                                Accounts payable and accrued liabilities                                                                                                                                                (8,289)                     6,765                     (5,675)                      433
                                                Other, net                                                                                                                                                                              (2,004)                        95                      5,982                    20,177
                                                                                                                                                                                                                                        ------                        ---                      -----                    ------
                                                                                                           Net cash provided by operating activities                                                                                                    11,793                     60,882                    84,401                   113,153
                                                                                                                                                                                                                                                                                                                                               
    Investing Activities:
                                                Purchases of investments                                                                                                                                                             (180,582)                    (49,833)                 (415,930)                 (277,937)
                                                Sales of investments                                                                                                                                                                   110,928                     36,547                    282,987                   296,774
                                                Purchases of property & equipment                                                                                                                                                       (6,987)                    (4,359)                   (21,507)                  (23,307)
                                                Sale of property & equipment                                                                                                                                                               126                         14                        139                        84
                                                Acquisition, net of cash acquired (1)                                                                                                                                                        -                  (130,227)                          -                 (130,227)
                                                Sale of product line                                                                                                                                                                         -                          -                      3,249                         -
                                                                                                                                                                                                                                                                                                                     
                                                                                                           Net cash used in investing activities                                                                                                       (76,515)                  (147,858)                 (151,062)                 (134,613)
                                                                                                                                                                                                                                                                                                                                               
    Financing Activities:
                                                Early redemption of convertible notes                                                                                                                                                        -                          -                          -                    (4,984)
                                                Repurchase of common stock                                                                                                                                                                   -                    (34,375)                   (51,921)                (109,123)
                                                 Excess income tax benefits from stock-based compensation
                                                 plans                                                                                                                                                                          935                        679                      3,549                     3,668
                                                 Repurchase of shares to satisfy employee tax
                                                 withholdings                                                                                                                                                                           (1,259)                       (72)                    (9,443)                   (8,332)
                                                Fees and proceeds from issuance of common stock, net                                                                                                                                     8,096                      1,960                     20,304                    22,985
                                                                                                                                                                                                                                                                                                                                
                                                                                                           Net cash provided by (used in) financing activities                                                                                           7,772                    (31,808)                  (37,511)                  (95,786)
                                                                                                            Net increase (decrease) in cash and cash
                                                                                                            equivalents                                                                                                                (56,950)                 (118,784)                  (104,172)                 (117,246)
    Cash and cash equivalents at beginning of period                                                                                                                                                                                                   188,653                    354,659                   235,875                   353,121
                                                                                                                                                                                                                                                       -------                    -------                   -------                   -------
    Cash and cash equivalents at end of period                                                                                                                                                                             $131,703                   $235,875                   $131,703                  $235,875
                                                                                                                                                                                                                           ========                   ========                   ========                  ========
                                                                                                                                                                                                                                                                                                                                               
                                                                                                                                                                                                                                                                                                                                               
                                                                                                       (1)  Excludes $77,074 thousand of short and long-term investments acquired from BigBand in
                                                                                                            2011


                                                                                                                                                                                                                     ARRIS GROUP, INC.
                                                                                                                                                                                                PRELIMINARY SUPPLEMENTAL SALES & NET INCOME RECONCILIATION
                                                                                                                                                                                                     (in thousands, except per share data) (unaudited)

         (in thousands, except per share data)                                                                                                           Q4 2012              YTD 2012                            Q4 2011                                    YTD 2011
                                                                                                                                                         -------              --------                            -------                                    --------

                                                                                                                                                          Amount                                                   Amount                                                       Amount                                Amount
                                                                                                                                                          ------                                                   ------                                                       ------                                ------
         Sales                                                                                                                                                     $344,003                                                $1,353,663                                                  $281,076                              $1,088,685

         Highlighted items:
         Purchase accounting impacts of deferred revenue                                                                                                                432                                                     3,412                                                     4,332                                   4,332
         Sales excluding highlighted items                                                                                                                         $344,435                                                $1,357,075                                                  $285,408                              $1,093,017
                                                                                                                                                                   ========                                                ==========                                                  ========                              ==========


                                                                                                                                                         Q4 2012              YTD 2012                            Q4 2011                                    YTD 2011
                                                                                                                                                         -------              --------                            -------                                    --------
                                                                                                                                                                             Per Diluted                                                                   Per Diluted                           Per Diluted                             Per Diluted
                                                                                                                                                          Amount                Share                              Amount                                     Share             Amount              Share             Amount                Share
                                                                                                                                                          ------                -----                              ------                                     -----             ------              -----             ------                -----
         Net income (loss)                                                                                                                                          $14,795               0.13                                $53,459                                    $0.46         $(59,629)              $(0.51)          $(17,662)              $(0.15)

         Highlighted items:
         Impacting gross margin:
         Purchase accounting impacts of deferred revenue                                                                                                                432                  -                                  2,899                                     0.02            3,126                 0.03              3,126                 0.03
         Stock compensation expense                                                                                                                                     802               0.01                                  3,169                                     0.03              521                    -              2,040                 0.02

         Impacting operating expenses:
         Acquisition costs                                                                                                                                            5,131               0.04                                  5,870                                     0.05            2,730                 0.02              3,205                 0.03
         Restructuring                                                                                                                                                  306                  -                                  6,761                                     0.06            3,391                 0.03              4,360                 0.04
         Amortization of intangible assets                                                                                                                            7,729               0.07                                 30,294                                     0.26            6,817                 0.06             33,649                 0.27
         Goodwill and intangibles impairment                                                                                                                              -                  -                                      -                                        -           88,633                 0.74             88,633                 0.72
         Loss of sale of product line                                                                                                                                     -                  -                                    337                                        -                -                    -                  -                    -
         Settlement charge - pension                                                                                                                                  3,064               0.03                                  3,064                                     0.03                -                    -                  -                    -
         Stock compensation expense                                                                                                                                   5,910               0.05                                 24,737                                     0.21            4,586                 0.04             20,014                 0.16

         Impacting other (income) / expense:
         Non-cash interest expense                                                                                                                                    3,181               0.03                                 12,358                                     0.11            2,941                 0.02             11,545                 0.09
         Impairment of investment                                                                                                                                        67                  -                                    533                                        -            3,000                 0.03              3,000                 0.02
         Loss on retirement of debt                                                                                                                                       -                  -                                      -                                        -                -                    -                 19                    -

         Impacting income tax expense:
         Adjustments of income tax valuation allowances and other                                                                                                      (475)                 -                                 (4,658)                                   (0.04)           3,032                 0.03             (2,885)               (0.02)
         Tax impact related to goodwill and intangibles impairment                                                                                                        -                  -                                      -                                        -          (25,584)               (0.21)           (25,584)               (0.21)
         Tax related to highlighted items above                                                                                                                      (8,724)             (0.07)                               (29,957)                                   (0.26)          (8,553)               (0.07)           (23,757)               (0.19)

         Total highlighted items                                                                                                                                     17,423               0.15                                 55,407                                     0.48           84,640                 0.71            117,365                 0.96
                                                                                                                                                                     ------               ----                                 ------                                     ----           ------                 ----            -------                 ----
         Net income excluding highlighted items(1)                                                                                                                  $32,218              $0.28                               $108,866                                    $0.93          $25,011                $0.21            $99,703                $0.81
                                                                                                                                                                    =======              =====                               ========                                    =====          =======                =====            =======                =====

         Weighted average common shares - basic                                                                                                                                        114,028                                                                         114,161                               117,316                                 120,157
                                                                                                                                                                                       =======                                                                         =======                               =======                                 =======
         Weighted average common shares - diluted                                                                                                                                      117,013                                                                         116,514                               119,609                                 122,555
                                                                                                                                                                                       =======                                                                         =======                               =======                                 =======


         See Notes to GAAP and Adjust Non-GAAP Financial Measures

     (1) Although net income for 2011 is a loss, dilutive shares are used for purposes of this calculation per share as earnings excluding highlighted items is net income.

Notes to GAAP to Adjusted Non-GAAP Financial Measures

The Company reports its financial results in accordance with accounting principles generally accepted in the United States ("GAAP" or referred to herein as "reported"). However, management believes that certain non-GAAP financial measures provide management and other users with additional meaningful financial information that should be considered when assessing our ongoing performance. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the factors management uses in planning for and forecasting future periods. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to, the Company's reported results prepared in accordance with GAAP. Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:

Purchase Accounting Impacts Related to Deferred Revenue: In connection with our acquisition of BigBand, business combination rules require us to account for the fair values of arrangements for which acceptance has not been obtained, and post contract support in our purchase accounting. The non-GAAP adjustment to our sales and cost of sales is intended to include the full amounts of such revenues. We believe the adjustment to these revenues is useful as a measure of the ongoing performance of our business. We have historically experienced high renewal rates related to our support agreements and our objective is to increase the renewal rates on acquired post contract support agreements; however, we cannot be certain that our customers will renew our contracts.

Implied Fair Value of Benefit Received by Comcast of Planned Investment in ARRIS: In connection with our pending acquisition of Motorola Home, Comcast was given an opportunity to invest in ARRIS. The accounting guidance requires that we record the implied fair value of benefit received by Comcast as a reduction in revenue. Until the closing of the deal, changes in the value of the planned investment will be marked to market and flow through other expense (income). We have excluded the effect of the implied fair value in calculating our non-GAAP financial measures. We believe it is useful to understand the effects of these items on our total revenues and other expense (income).

Stock-Based Compensation Expense: We have excluded the effect of stock-based compensation expenses in calculating our non-GAAP operating expenses and net income measures. Although stock-based compensation is a key incentive offered to our employees, we continue to evaluate our business performance excluding stock-based compensation expenses. We record non-cash compensation expense related to grants of options and restricted stock. Depending upon the size, timing and the terms of the grants, the non-cash compensation expense may vary significantly but will recur in future periods.

Acquisition Costs: We have excluded the effect of acquisition related and other expenses and the effect of restructuring expenses in calculating our non-GAAP operating expenses and net income measures. We incurred significant expenses in connection with our recent acquisition of BigBand, which we generally would not have otherwise incurred in the periods presented as part of our continuing operations. Acquisition related expenses consist of transaction costs, costs for transitional employees, other acquired employee related costs, and integration related outside services. We believe it is useful to understand the effects of these items on our total operating expenses.

Restructuring Costs: We have excluded the effect of restructuring charges in calculating our non-GAAP operating expenses and net income measures. Restructuring expenses consist of employee severance, abandoned facilities, and other exit costs. We believe it is useful to understand the effects of these items on our total operating expenses.

Loss on Sale of Product Line: We have excluded the effect of a loss on the sale of a product line in calculating our non-GAAP operating expenses and net income measures. We believe it is useful to understand the effects of these items on our total operating expenses.

Amortization of Intangible Assets: We have excluded the effect of amortization of intangible assets in calculating our non-GAAP operating expenses and net income measures. Amortization of intangible assets is non-cash, and is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. Investors should note that the use of intangible assets contributed to our revenues earned during the periods presented and will contribute to our future period revenues as well. Amortization of intangible assets will recur in future periods.

Impairment of Goodwill and Intangibles: We have excluded the effect of the estimated impairment of goodwill and intangible assets in calculating our non-GAAP operating expenses and net income (loss) measures. Although an impairment does not directly impact the Company's current cash position, such expense represents the declining value of the technology and other intangibles assets that were acquired. We exclude these impairments when significant and they are not reflective of ongoing business and operating results.

Settlement Charge - Pension: In an effort to reduce volatility and administrative expense in connection with the Company's pension plan, we have offered certain participants an opportunity to voluntarily elect an early payout of their pension benefits. We exclude this charge in Non-GAAP measures, as this is a one-time charge that is not considered by management in their review of financial results.

Non-Cash Interest on Convertible Debt: We have excluded the effect of non-cash interest in calculating our non-GAAP operating expenses and net income measures. We record the accretion of the debt discount related to the equity component non-cash interest expense. We believe it is useful to understand the component of interest expense that will not be paid out in cash.

Impairment of Investment: We have excluded the effect of an other-than-temporary impairment of a cost method investment in calculating our non-GAAP financial measures. We believe it is useful to understand the effect of this non-cash item in our other expense (income).

Loss (Gain) on Retirement of Debt: We have excluded the effect of the loss (gain) on retirement of debt in calculating our non-GAAP financial measures. We believe it is useful for investors to understand the effect of this non-cash item in our other expense (income).

Income Tax Expense (Benefit): We have excluded the tax effect of the non-GAAP items mentioned above. Additionally, we have excluded the effects of certain tax adjustments related to state valuation allowances, research and development tax credits and provision to return differences.

SOURCE ARRIS Group, Inc.