Table ofC4Jnteng
`
`UNITED STATES SECURITIES AND EXCHANGE COMMISSION
`WASHINGTON, D.C. 20549
`
`FORMlO-K
`
`For the :6.1ell year endedDeeember 31,2009
`
`of
`
`ARRIS GROUP, INC.
`
`ADeliiWIII"e COI}Dration
`IRS Hlnpoyer JdentlfleaUon No. 58-2588724
`SEC FUe Number 000-31254
`
`3871 Lllke:fieldDriw
`SuWIIIlee, GA30024
`(678) 473-2000
`
`Securities registered pursuant to Section 12(b) of the Act:
`ColiliDln stock, SO.Ol par value-NASDAQ Gl.o bal Marlret System
`Prefemxl Stock Purchase Rights- NASDAQ Oobal Marlret System
`
`ARRIS Group, Inc. is a weB-known seasoned is suer.
`
`ARRIS Group, Inc. (1) has filed an reports required to be filed by Section 13 or 15(d) of the Securities Elil:hange Act of1934 during the
`preceding 12 months and (2) has been subject to such filing requircmmts for the past 90 days.
`
`E1ccpt as set forth in Item 10, ARRIS G-oup, Inc. is unaware of any delinquent :filers pursuant to Item 405 ofRegulation S-K.
`
`ARRIS Group, Inc. is a large accelerated filer and is not a shell conpany.
`
`ARRIS is not yet required to subn:it elcctronK:ally and post on its corporate web site Interactive Data Files required to be submitted and posted
`pursuant to Rlllc 405 of regulation S-T.
`
`The aggregate IDIIkct value of ARRIS G-oup, Inc.'s ColiliDln Stock held by non-affiliates as ofJune 30, 2009 was approximately $1.5 billion
`(conputed on the basis of the last reported sales price per share of such stock ofS $12.17 on the NASDAQ Gl.obalMarlcet System). For these
`purposes, directon, officers and 10"/o shareholdei9 have been assumed to be affiliates.
`
`As of January 31, 2010, 125,646,726 shares of ARRIS G-oup, Inc.'s ColiliDln Stock were outstanding.
`
`Portions of ARRIS Group, Inc.'s Proxy Statement for its 2010 Annual Meeting of Stockholders are incorpOI9ted by reference into Part ill.
`
`
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`1
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`C-Cation Tech 2017
`Arris Group, Inc. v. C-Cation Technologies, LLC
`IPR2014-00746
`
`

`
`TABLE OF CONTENTS
`
`Hla.i!!.w.
`Risk Facton
`Unresolved StaffCogmmts
`Properties
`Legal Proceedings
`Submission of Matters to a vote of Security Holders
`Fx:cutive Officers and Board Committees
`
`lAR'IJI
`Mlll'lret for Registrant's Commn EQuity, Related Stockholder MatteiS, Issuer Purchases of EQuity Securities. and
`StockPerfugpance Graph
`Se1ected Consolidated Historical Financial Data
`Managemmt's Discussion and Anatysis ofFinancial Condition and Resuhs ofQperations
`Ouantitatiye and OuaJitative Disclosun;s About Ma.rlg;t Risk
`Consolidated Financial Statemmts and Supplementary Data
`Changes in and Disagreegnts with Accountants og Accounting and Financial Disclosure
`Controls and ProcesJures
`Other InfomBtion
`
`PARTm
`Directors. Ellecutive Officera, and Cowomte Governance
`Wcutive Qumensation
`Security Ownership of Certain Beneficial Owners, Management and Related Stockholders Matters
`Certain RelatiogshiPs Related Ixansactiogs and Djrector Indepegdence
`PrinciPal Accountant Fees and Smices
`
`Elchibits and Financial Statem;nt Schedules
`Si&natures
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`23
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`24
`25
`25
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`27
`29
`30
`60
`61
`61
`61
`61
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`108
`108
`108
`108
`108
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`109
`114
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`ITEM 1.
`ITEM 1A.
`mM1B.
`ITEM2.
`1I.BM..1.
`ITEM4.
`ITEM4A.
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`ITEM6.
`ITEM7.
`ITEM7A.
`ITEM 8.
`mM...2.
`ITEM9A.
`ITEM9B.
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`EX.:2l.
`EX-23
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`EX-31.1
`EX-31.2
`BX:lU.
`EX-32.2
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`Table ofC4Jnteng
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`lteml.
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`PART I
`
`As Wled in this Annual Report, "we," "our," "us," "the Coiqlany ," and "ARRIS" refer to ARRIS Guup, Inc. and our consolidated subsidiaries.
`
`General
`
`Our principal eJecutive offices are located at 3871 Lakefield Drive, Suwanee, GeOJgia 30024, and our telephone nUI!Der is (678) 473-2000. We
`also mlintain a website at www.au:isicom The infollDition contained on this website is not part of; and is not incorpomted by reference in this
`Form 10-K. On our website we provide links to copies of the annua~ quarterly and current reports that we file with the Securities and ~hange
`Comnission, any amendmmts to those reports, and all Coiqlany press releases. Investor presentations also frequently are posted on our website.
`Copies of our code of ethics and the charters of our board coliiiDittees also are available on our website. We will provide investo111 copies of these
`documents in electronic or paper form upon request, free of charge.
`
`GOIIIJ'Y ofT era
`
`Below are commnly used acronym; in our industry and their meanings:
`
`~nym
`AdVOD
`ARPU
`CableVolP
`CAM
`CBR
`CIH:
`CMTS
`CPE
`CWDM
`DBS
`DOCSISIII
`DPI
`DSG
`DSL
`DVR
`DWDM
`FBIF
`EM:TA
`eQAM
`FMC
`FPGA
`FTTH
`FTTP
`GAAP
`GIZ
`GPA
`HDTV
`HFC
`
`!'ermlnology
`
`linear and Detmnd Oriented Advertising
`Avemge Revenue Per User
`Cable Voice over Internet Protocol
`Cable Access Module
`Constant Bit Rate
`Competitive Local El!l:hange Carrier
`Cable Modem Temmation System
`GJ.stomer Premises Equipment
`Coarse Wave Division Muhiplexing
`Digital Broadcast Satellite
`Data Over Cable Service Interface Specification
`Digital Program Insertion
`DOCSIS Set-Top Gateway
`Digital Subscnber Line
`Digital Video Recorder
`Dense Wave Division Multiplexing
`Enhanced Binary Interface FollDit
`Fniledded Multimedia Terminal Adapter
`Edge Quadmture Aiqllitude Modulator
`FD!ed Mobile Convergence
`Field Progmmmable Glte ATillys
`Fiber to the Home
`Fiber to the Premises
`Genemlly Accepted Accounting Principles
`Gigahertz
`Geneml Purchase Agreements
`High Definition Television
`Hybrid Fiber-Coaxial
`
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`Table ofC4Jnteng
`
`~nym
`IFRS
`ILEC
`IP
`IPTV
`Mbps
`MPEG-2
`MPFG4
`M-CMTS
`MSO
`MTA
`NGNA
`nPVR
`NSM
`NIU
`OLT
`ONU
`PCS
`PCf
`PON
`PSTN
`PVR
`QAM
`QoS
`RF
`RGU
`SerE
`SDV
`SIA
`STB
`VAR
`mo
`VoiP
`VPN
`VSOE
`
`Owniew
`
`!'erminology
`International Financial Reporting Standards
`Incumbent Local Ell:hange Carner
`Internet Protocol
`Internet Protocol Television
`Megabits per Second
`Moving Picture Ellperts croup, Standard No. 2
`Moving Picture Ellperts croup, Standard No.4
`Modular CMTS
`Multiple System~ Operator
`Multim:dia Terminal Adapter
`Next Generation NetworkAichitecture
`NetwodrPersonal Video Recoider
`Network Service Manager
`Networlc Interface Unit
`Optical line Temination
`Optical Networlc Unit
`Post Contract Support
`Patent Convention Treaty
`Passive Optical Network
`Public-Switched Telephone Network
`Personal VIdeo Recoider
`Quadrature Alqllitude Modulation
`QuaHty of Service
`Radio Frequency
`Revenue Generating Unit
`Society of Cable Telecommnication Engineers
`Switched Digital VIdeo
`Service Level Agreemmt
`Set Top Box
`Value-Added Reseller
`Video on Demmd
`Voice over Internet Protocol
`Virtual Private Network
`Vendor-Specific Objective Evidence
`
`We are a global commnications technology colqlany, headquartered in Suwanee, Georgia. We operate in three business segm:mts,
`Broadband Colmllllications Syste!DI, Access, Tmnsport & Supplies, and Media & Coiiiiillliiications Syste!DI, specializing in integrated broadband
`netwodr solutions that include products, syste!DI and software for content and operations mmagem:mt (including video on demmd, or VOD), and
`professional services. We are a leading developer, mmufacturer and supplier of telephony, data, video, construction, rebuild and maintenance
`equipmmt for the broadband coDliD!nications industry. In addition, we are a leading supplier of:infi:astructure products used by cable system
`operators to build-out and maintain hybrid fiber-couial (''HFC') netwodrs. We provide our custoiiErs with products and services that enable
`reliable, high speed, two-way broadband tmnsmission of video, telephony, and data.
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`lnduttry Owniew
`
`In recent years, the technology offered by cable systemoperatoiB has evolved significantly. Historically, cable systemoperatoiB o!lered only
`one-way analog video service. In order to increase revenues and better position the!D!Ielves con:petitively, MSOs have aggressively upgraded their
`netwodts, spending over 100 billion dollars during the past decade, to support and deliver enhanced voice and video services and enhanced data
`services, such as high speed data, telephony, digital video and video on delll!.Dd.
`
`By offering bundled packages ofbroadband services, these MSOs are seeking to gain a con:petitive edge over telephone con:panies and
`Digital Broadcast Satellite ("DBS'') provider~~, and to create additional revenue stn:a!D!I. Delivery of enhanced services also has helped MSOs offset
`slowing basic video subscriber growth and reduce their subscriber chum. To con:pete efiectively against the DBS provider!~ and telephone
`companies, MSOs have been upgrading and rebuilding their netwom to oller digital video, which enables them to provide JWre channels and better
`picture quality than analog video. These upgmdes to digital video also allow MSOs to roll out High Definition Television ("HDTV') and new
`interactive services such as Video on Delll!.Dd (''VOD"). VOD services require video storage equipmmt and server!~, syste!D!I to mmage increasing
`am>unts of various types of content and con:plemmtary devices capable oftransporting, mWtiplexing and JWdulating signals to individual
`subscriber!~ over a netwolk. Additionally, the delivery ofiiDTV channels requires significantly DDre bandwidth than the equivalent nuiiDer of
`standard definition digital channels. This delll!.Dd for additional bandwidth is a key driver behind mmy of the changes being made to the cable
`operator~~' netwmk, and the MSO investmmt in the products provided by ARRIS.
`
`Demmd for high speed data bandwidth on cable syste!D!I is increasing as contentproviderll (such as Glogle, Yahoo, YouTube, Hulu,
`MySpace, Facebook, Blockbuster, Netflix, ABC, CBS, NBC, DDvie and DllSic studios, and gaming vendoiB) increasingly o:ll'erperllonalized content
`"over the top" over the Internet to ID.lhiple devices in addition to the secure video network of the MSOs. For ~le, broadcast network shows and
`user-generated content, such as video downloads, peiBonaim:d web pages, and video and photo sharing, have become commnplace on the
`Intemet. likewise, cable operatoiB are starting to oller their subscribeiB the option of accessing the video content that they have subscription via
`the Internet. They are also Clperimenting with offering JWre content through the use ofnetworkperllonal video recorderll C"nPVRs"), which are
`Cllpected to add JWre traffic to the netwom. Another bandwidth intensive service being o!lered by a major cable operator allows cable video
`subscriber!~ to re-start programs on demand if they miss the beginning of a television show ("tim:-shifted television"). Television today has thus
`become JWre interactive and peiBonalized, thereby increasing the demand on a service provider's network. Further, the Intemet has raised the bar on
`pers onali2lltion with viewers inCICBsingly looking for "similar" e11perience across ID.lhiple screens -television, PC and phone, further increasing the
`challenges in delivering broadband content.
`
`Cable operator~~ are offering enhanced broadband services, including high definition television, digital video, interactive and on demand video
`services, high speed data and Voice over Internet Protocol ("VoiP''). As these enhanced broadband services continue to attiBct new subscribeiB, we
`e11pect that cable operator~~ will continue to invest in their netwom to re-pwpose network capacity to support increased customer demand for
`peiB onafuled services. In the access portion, or "last-mile," of the network, operator~~ will need to upgrade headends, hubs, nodes, and radio
`frequency distribution equipmmt to support increased bandwidth allocated to D.BIJ"Owcast or personalized content distribution. Much of this
`upgrade includes driving :fiber netwolks closer to the subscribers to better accomnodate the technologies that support growing demand for
`subscriber specific content. While mmy domestic cable operator~~ have substantially con:pleted the initial network upgrades necessazy to support
`existing enhanced broadband services, they will need to take a scalable approach to continue upgrades as new services are developed and
`deployed. In addition, mmy intemational cable operatoiB have not yet con:pleted the initial upgmdes necessazy to oller such enhanced broadband
`services and are e11pected to continue purchasing equipment to con:plete these upgmdes.
`
`Data and VoiP services provided by the MSOs are govemed by a set of technical specifications proiilll1gated by CableLabs® in North America
`and Cable Europe Lab sill in Europe. While the specifications developed by these two bodies necessarily differ in a few details in order to
`accomnodate the differences in HFC netwolk architectures between North America and Europe, a significant feature set is comnon. The prillmy
`data standard specification
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`for cable operators in North America is entitled Data over Cable System Interface Specification ("DOCSIS<V'). Release 3.0 ofDOCSIS~ is the current
`governing standard for data services in North America. The parallel release fur Ellropean operators is Euro-DOCSIS® Release 3.0. DOCSISIIII 3.0
`builds upon the capabilities ofDOCSIS~ 2.0 and dramatically increases the bandwidth that can provide the subscriber in both the downstream and
`upstream directions. DOCSIS® is also a key enabler of Video over IP where JWh:iple channels can now be used to deliver video over a collllllln
`netwodr infrastructure. MSOs arc beginning to investigate Video over IP as an alternative and arc engaging the vendor commnity, including
`ARRIS, in discussions. ARRIS designs and manufiwturcs DOCSIS~ CMTS, cable modems and EMTAs. In addition to the DOCSIS~ standards that
`govern data transmission, CableLabsill has defined the PacbtCablem specifications for VoiP and mJltimldia over cable. These specifications define
`the interfilces betwt:en network elements such as cable modem termination systems, or CMTSs, IIJJ!timldia terminal adapters, or MTAs, gateways
`and call management servers to provide high quality Internet protocol (''IP") telephony and Video over IP services over the HFC network.
`
`MSOs have benefited from the use of standard technologies Hke DOCSIS® 1.1, 20 and 3.0 and PacketCabten.. One of the fastest growing
`services, based on DOCSISIII and PacketCablCTM standards, offered by the MSOs has been cable telephony. Cable telephony allows MSOs to offer
`their customers local and long distance rcsidential telephone service. Constant bit mte, or CBR, technology was the technology of choice fur
`telephone services by MSOs until late 2004. Rapid tmturation ofVoiP technology in 2003 and 2004 resuhed in PacketCablen.! certified Internet
`protocol technology as the technology of choice fur offering nellt-generation cable IP telephony services and, as a result, 200S became a breakout
`year fur the deployment ofiP based voice services in the cable tmrket. PacketCableTM certified Voice over IP, or Cable VoiP, permits cable opemtors
`to utilize the ubiquitous IP protocol to deliver toll-quality cable telephony services. The broad adoption of Cable VoiP by the MSOs bas usmped the
`deployment of data-<Jnly cable modems, as the customer prcmises devices that support VoiP also offer high speed data access on the same
`equipment. We arc a leading supplier ofboth headend and customerprcmises equipment fur VoiP services over cable. The demand for single family
`residential Voice over IP subscriber devices (''EMTA") has been robust since the technology was first introduced in 2003, and reached a steady
`state in 2009. Cable operators worldwide have adopted VoiP as the primary method to offer voice services. Price pressures arc strong in this tmrket
`and therefore revenue growth is not linear with unit growth. However, because of our current leadership position in this IDI!Ibt, we CliJiect to be able
`to maintain cost leadership and to lead in innovations which could CliJiand the sD.e of the market by creating demand in commercial, entetpris e and
`IIJJh:iple-dwelling unit applications. As penetrstion of enhanced bandwidth services increases the demand fur DOCSIS3.0 devices, we believe a
`technology replacement cycle has started and is in its early stages.
`
`A new, emeiging service is Video over IP or "IPTV'. This service utilizes elltremely fast Internet Protocol channels enabled by IlOCSIS 3.0 and
`PacketCablen.! 2.0 to deliver high quality video content to any IP-enabled device within the subscriber's home and to ODbile devices outside the
`home. ARRIS is collabomting with MSOs to develop headend and home gateway devices to cost effectively enable this new service.
`
`Oar Strategy
`
`Our long-term business strstegy, "Convergence Fnabled", includes the following b:y elements:
`
`• Maintain a strong capital structure, mindful of our debt maturity (which could potent:iaDy be repaid in 2013), share repun::base opportunities
`and other capital needs including mergers and acquisitions.
`
`• Guw our current business into a more co:rqJlete portfolio including a strong video product suite.
`
`• Continue to invest in the evolution toward enabling true network convergence onto an all IP platfutm.
`
`• Continue to CliJiand our product/service portfolio through internal developments, partnerships and acquisitions.
`
`• Ellpand our international business and begin to consider opportunities in tmrkets other than cable.
`
`• Continue to invest in and evolve the ARRIS talent pool to implement the above strstegies.
`
`To fulfill our strstegy, we develop technology, facilitate its implementation, and enable operators to put their subscribers in control of their
`entertainment, information, and coiiiiiiilllication needs. Through a set ofbusiness
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`solutions that respond to specific lll8liret needs, we are integrating our products, software, and services solutions to work with our customers as
`they address Internet Protocol telephony deploym:nt, high speed data deploym:nt, high definition television content el!pansion, on demmd video
`rollout, operations mmagement, network integration, and business services opportunities.
`
`Specific aspects of our strategy include intemal development effort, partnerships and acquisitions:
`
`Providing a Comprehensive Line ofBroadband Product!J. We offer a full range ofhigh speed data, voice and video solutions including IP
`based headend and subscriber premises product, fiber optic transmission and radio frequency products. These solutions transmit both radio
`frequency and optical signals in both directions over HFC networks between "the headend and the home."
`
`Ojforing a Unified Video Platform for On Demand Services. We offer a Unified Video Delivery Platform that allows network operators to offer
`a full line of on demmd services such as switched digital video, video on demmd, dynamic digital advertising, video encoding and trans coding, and
`network based-personal video recorders, from a single server and software mmagement system Using open industry standards, we help network
`operators build new system~~ and transition existing filcilities.
`
`Providing Integrated Software Solutions to Enhance Content and Operations Management. Our applications-oriented IP software allows
`cable operators to automate and proactively mmage their networks to 1lliiJiimi2le quality of service and return on investment. Cable operators need
`enhanced network visibility, flexibility, and scalability to provide the latest services to their customem. Our modular, interoperable applications
`provide network operators with the subscriber mmagement, content mmagement, and network optimimtion and service assurance tools needed to
`efficiently mmage and operate their networks.
`
`Integrating Product!J, Content and Operations Management Systems, and Services for End-to-End Solutions. We integrate our ~ertise in
`products, content and operations mmagement system~~, and professional services to offer customer-fucused applications fur ~anding network
`capacity, conmining video on demmd programning with dynamic advertisements, coordinating management of network devices and services with
`technicians in the field, controlling network traffic and verifying subscriber usage levels, and managing the fulllifecycle for deploying voice over
`Internet services.
`
`Expansion via Strategic Acquisitions. To further our strategy, in 2009 we acquired EGTechnologies, a mmufilcturer of video processing
`system!l for the encoding, trans coding and transmting ofiP-based digital video content. We also acquired Digeo, the maker of the Moxi DigitalHD
`receiver/DVR. These acquisitions strengthen our portfulio of digital video technology and further our goal of enabling a co~letely converged
`solution to our customers. In Deceniler2007 we acquired C-CORincotporated C'C-COR''). As a result ofthese acquisitions, we have substantially
`increased our scale and criticaliDISs, as well as achieved greater product breadth and enhanced customer diversity. As the cable system industry
`has continued to consolidate, supplier scale and product breadth have become increasingly ilqlortant. We ~ect our increased product breadth and
`greater scale to be strategically relevant to our customers, thereby giving us an opportunity to capture a larger share of their spending. The ability to
`offer end-to-end solutions should enable us to optimizz: customer relationships and derive greater product pull through. We e~pect to regularly
`consider acquisition opportunities that could cost effectively e~pand our technology portfolio or strengthen our marlret presence or opportunities.
`
`Onr Principti Products
`
`A broadband cable system consists of three principal co~onents:
`
`• Headen d. The headend is a central point in the cable system where signals are received via satellite and other sources. High capacity
`routers connect the Internet and public switched telephone networks to the local cable access network in the headend. The headend
`organi2es, processes and retransmits signals through the distribution network to subscribers. Larger networks include both primaty
`headends and a series of secondary headends or hubs.
`
`• Distribution Network. The distribution network consists of fiber optic and collllial cables and associated optical and electronic equipment
`that take the conmined signals from the headend and transmits them
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`throughout the cable system to optical nodes and ultimately the subscriber premises. The distribution network also collects requests and
`transmissions ftom subscnbers and transports them back to the headend for processing and transmission.
`
`• Subscriber Premises. Cable drops elltend ftom DJJhi taps to subscnbers' homes and connect to a subscriber's television set, set-top box,
`telephony network interliu:e device or high speed cable zmdem.
`
`We provide cable system operators with a comprehensive product offering for the headend, distribution network and subscriber premises. We
`divide our product offerings into three segments:
`
`BrOIIdbodCommwlieations SysteDB ("BCS"):
`
`• VoiP and High Speed Data products
`
`• CMTS Edge Router
`
`• 2-l..ine Residential EMTA
`
`• Multi-line EMTA for Residential and Coiiiilllll'Cial Services
`
`• Wireless Giteway FM:TA
`
`• High speed data Cable Modems
`
`• Video I IP products
`
`• CMTS Edge Router
`
`• Universal F.dgeQAM
`
`• Whole Home DVR
`
`• Video Processing products
`
`• Digital Video Fncoders and MultipleliCI'S
`
`• Transcoders, Trans raters, and Statistical MultipleliCI'S
`
`A£ee11, TriiiiSport & Stqp.ie1 ("ATS"):
`
`• HFC plant equipment products
`
`• Headend and Hub products
`
`• Optical Transmitters
`
`• OpticalA~q~lifiers
`
`• OpticalRepeaters
`
`• Optical Nodes
`
`• ePON Optical Network Units
`
`• ePON Optical Line Tem:Dnals
`
`• RF over Glass (RFOG) Optical Network Units
`
`• Radio Frequency products
`
`• JnftastiUcture products for fiber optic or coBJiial networks built under or above ground
`
`• Cable and strand
`
`• Vaults
`
`• Conduit
`
`• Drop IIBterials
`
`• Tools
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`• Connectots
`
`• Test equipment
`
`Mella&: Comn:mdeations SYJteiDI ("MCS"):
`
`• Content and Operations management systems
`
`• Video on Demand
`
`• Ad Insertion
`
`• Digital Advertising
`
`• Operations management systems
`
`• Service AssUillllce
`
`• Service Ful1illn:amt
`
`• Mobile W orld'orce Management
`
`• Fizd Mobile Convergence Network
`
`• Mobility Applil:ation Server ("MAS") fur continuity of services across wireless and PackctCabltrM Netwmb
`
`• Voice Call Continuity ("VCC'') Applil:ation Server for continuity of services in IP Multimedia Subsystem ("IMS") Netwozks
`
`BI"OIIMiland CoiiiiiQIDieations SytteiDI
`
`Voice over IP and Data Products
`
`Headend- The heart of a Voice over IP or data headend is a CMTS Edge Router. A CMTS, along with a call agent, a gateway, and
`provisioning systems, provides the ability to integrate the Publil:-Switched Telephone Network C'PSTN''), and high speed data services over a HFC
`netwolk. The CMTS provides many of the same capabilities found in a Metro Router, with the addition of the cable-specific intedilce functions to
`provide IP capability over the HFC network. The CMTS is also responsible for initializing and IIIDniloring all cable IIIDdems and EMTAs connected to
`the HFC netwolk. We provide two Cable Edge Router products, the 0141"CMTS and the C4c TM CMTS, used in the cable operator's headend that
`provide VoiP, Video over IP, and high speed data services to residential or business subscribers. The CMTS is a highly con:plex, reliable, real-time
`sensitive element of a carrier-grade broadband networlt, responsible for ensuring the quality of the services provided.
`
`During 2009,- introduced the Ok:, a con:pact version of the C4 chassis which utilizes the same line canis as the large C4 CMTS. The C4c is
`an economical choice for smaller operators who want to upgrade to DOCSIS 3.0 wideband Edge Router services but do not need the density and
`capacity ofthe fullC4.
`
`Subscriber Premises- Subscriber premises equipment includes DOCSIS® certified cable IIIOdems for high speed data applil:ations as -11 as
`Euro-DOCSIS® certified versions and PacketCablen.~ Certified EMTAs for VoiP applil:ations in both DOCSIS® and Euro-DOCSIS® netwozks. The
`PacketCableTM solution builds on DOCSIS® and its quality of service enhancements to support lifeline telephony deployed over HFC netwozks. Our
`Touchstone® product line provides carrier-grade performance to enable operators to provide all data, telephony and video services on the same
`network using coiii'IXIn equipment.
`
`During 2009, -
`introduced the WBM760 DOCSIS Wide band Cable Modem capable of speeds up to 140Mbps and the TM722 DOCSIS
`Wideband Multimedia Terminal Adapter capable of speeds up to 160Mbps. Both units allow cable operators to con:pete mvorably against telephone
`company fiber to the home services.
`
`Our Molli® Whole Home DVRand its con:panion Molli-mate® are 1111rketed directly to consumers. With the addition of a CableCard® provided
`from the consumer's serving MSO, the Moxi provides a robust digital cable set-top box and video recording ellperience with Clllended capability to
`access video and audio content stored on other devices connected to the home network oravailable over the Internet. Molli-mate elltends this
`capability via the
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`Table ofC4Jnteng
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`home netwolk to any TV in the home. In 2009, we introduced a three tuner version of the Mold Whole Home DVR that enables recording and/or
`watching three live prograrm sinultaneously.
`
`Videoi/P Products
`
`Headend- Digital Video streB.IIII are bridged on to the HFC network using an edge DllltipnriDDdu1ator such as the D5TM Universal Edge
`QAM. The D5TM nultiple11es digital video and IP data and DDdulates the signals for transmission on a cable service provider's HFC plant. The D5TM
`Universal Edge QAM is compatible with DOCSIS® cable Imdems as well as MPEG-2 and MPEG4 set-top bolll:ls. The D5TM Universal Edge QAM is
`ideal for service providers deploying video on deiiiiild and switched digital video (SDV) services where IIIIIIY unicast channels are required. During
`2009 we introduced the QPM 8DX4 Imdule for the DS.
`
`Video Processing
`
`Headend- We IIIIIIkct a tine ofMPEGdigital video encoders and processors under the Encore®, Quartet®, HEMi® and VIPI® brands. Encore
`is designed to provide very high quality MPEG-2 digital video encoding and 011ltiplemg. Quartet is designed to provide good quality, economical
`MPEG-2 encoding for regional channel digitimtion. HEMi provides a means to digitally encode several local analog channels, 011ltiplex them into an
`eJdsting MPEG stream and DDdulate the stream for inclusion in a digital service to 0111tiple dwellin.g units and smill headends. The VIPr platfollD is a
`0111tipurpose video processor providing HD-to-SD trans coding, trans rating, rate shaping, and up to 4:1 HD channel statistical 011ltiplemg. All of
`our video processing products are IP-based and address advanced digital video services.
`
`Aue11, TriDiport & SUWJea
`
`The traditional HFC netwolk connects a headend to individual residential and or business users through a progression of fiber optic and
`coaxial cables and a variety of electrical and optical devices that Imdulate, transmit, receive, and amplifY the radio frequency and optical signals as
`they DJJVe over the networlr. The local HFC netwolk consists of three IIBjor co~q>onents: the headend and hubs, optical nodes, and the radio
`frequency plant. We offer product lines for all three co~q>onents. The optics platforms support both coarse wave division multiplemg (CWDM) and
`Dense Wave Division MultipleJdng (DWDM), which provide Imre capacity per subscriber over eJdsting infrastructures and provide state-of-the-art
`capacity fornewnetwolks.
`
`Headend and Hubs
`
`We offer a broad range ofiiiiilaged and s eatable headend and hub equipment for domestic and international applications. The benchiiB!k
`design of CHPrM 5000 convmged headend platfollD with advanced CWDM and DWDM technologies that lower the capital costs of delivering DJJre
`bandwidth per subscriber while enabling netwolk operators to increase theirnetwolk capacity for advanced services, such as video on deiiiiild, high
`definition television, high speed Internet, and voice over Internet Protocol
`
`Optical Tran.rmiasion
`
`Optical transport continues to migrate deeper into the netwolks, closer to the customer driven both by competition and ilqlroving economics
`around optical technologies. We have put specific focus into supporting this migration with the development of advanced, nulti-wavelength optical
`transmitters, optical amplifiers and optical repeaters. These platforms allow the operators to rapidly and significantly 0111tiply the capacity of their
`eJdsting fiber infrastructures and leverage them closer to the end user. These co~q>onents are also essential elements of the rapidly evolving Passive
`Optical Netwolks (PON) such as radio frequency over glass (RFoG) which leverages eJdsting back office and customer premise equipment and
`ethernet passive optical netwolks (ePON) whK:h provides gigabit data rates to coiiiiiiCI'Cial custoliiCJ'S again utilizing eJdsting optical infrastructures
`and DOCSIS® provisioning systems.
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`Table ofC4Jnteng
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`Optical Nodes
`
`The general function of the optical node in the local hybrid fiber coaxnetworlds to convert infoliiiltion from optical signals to electronic
`signals for distribution to the home or business. Our node series offers the perfoliiilDce service, segmentability, and cost efficiency required to meet
`the demmds of the m~st advanced network architectures. Our nodes utilize scalable space and cost-saving technology that allows netwmk
`operators to have a "pay-as-they-grow" approach in deploying their infrastructure, minimizing capital expenditures while maximizing network service
`availability and perl'oliiilDce.
`
`During 2009, we introduced the 1 GHz CORWave II C-Band downstream optics products. The CORWave II Optical Multiplexing Technology
`delivers !Dlre wavelengths overlongerclistances than the CWDM technology it complements with co~arable perfoliiilDce. CORWave platfoiiiiS
`support the essential delivery ofliD SDV, On Demand and business services on existing MSO fiber networks with superior quality service levels.
`CORWave is an extension of the broadly deployed, field proven CHP CWDM optics that deliver m~re capacity over longer-link distances on existing
`fiber.
`
`ePON Solutions
`
`Comnercial customers have gained increasing MSO focus in recent years as residential penetrstion has peaked. Comn:rcial customers by their
`nature place greater demmds on data networks than traditional residential customers; ePON solutions ideally address those demmds. We have
`crafted its headend optical line tennin