Repurchases of ARRIS Shares

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Repurchases of ARRIS Shares

Note 21. Repurchases of ARRIS Shares

The table below sets forth the purchases of ARRIS shares for the quarter ended September 30, 2018:

Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in thousands)
July 2018		2,189,251	$	25.53		1,957,982		350,010
August 2018		3,944,817	$	24.84		3,941,214		252,103
September 2018 (2)		2,454,677	$	26.16		2,454,677		562,894

(1) An aggregate of 234,872 shares shown in the table above were subject to equity awards that were cancelled for cash to satisfy employee minimum tax withholding obligations that arose on the vesting of the applicable restricted stock units.

(2) Includes an aggregate of 210,654 shares (approximately $5.5 million) pending settlement as of September 30, 2018.

Upon completing the combination in connection with the Pace acquisition, ARRIS International plc conducted a court-approved process in accordance with section 641(1)(b) of the U.K. Companies Act 2006, pursuant to which the Company reduced its stated share capital and thereby increased its distributable reserves or excess capital out of which ARRIS may legally pay dividends or repurchase shares. Distributable reserves are not linked to a U.S. GAAP reported amount.

In 2016, the Company’s Board of Directors approved a $300 million share repurchase authorization replacing all prior programs. In early 2017, the Board authorized an additional $300 million for share repurchases. In March 2018, the Board authorized an additional $300 million for repurchases and an additional $375 million again in August 2018.

During the first quarter of 2018, the Company repurchased 1.0 million shares of its ordinary shares for $25.0 million at an average share price of $25.35. During the second quarter of 2018, the Company repurchased 4.0 million shares of its ordinary shares for $99.9 million at an average share price of $25.29. During the third quarter of 2018, the Company repurchased 8.4 million shares of its ordinary shares for $212.2 million at an average share price of $25.40. The remaining authorized amount for share repurchases under these repurchase authorizations was $562.9 million as of September 30, 2018.

Since the end of the third quarter through November 8, 2018, the Company has repurchased an additional 0.6 million ordinary shares for approximately $16.0 million. The remaining authorized amount for share repurchases under these repurchase authorizations was $546.9 million as of November 8, 2018.

Unless terminated earlier by a Board resolution, this repurchase authorization will expire when ARRIS has used all authorized funds for repurchase. However, U.K. law also generally prohibits a company from repurchasing its own shares through “off market purchases” without prior approval of shareholders when such company is not traded on a recognized investment exchange in the U.K. This shareholder approval lasts for a maximum period of five years. Prior to and in connection with the Pace combination, the Company obtained approval to purchase its own shares. This authority to repurchase shares terminates in January 2021, unless otherwise reapproved by the Company’s shareholders.