8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2016

ARRIS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

England and Wales	001-37672	98-1241619
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3871 Lakefield Drive Suwanee, Georgia		30024
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (678) 473-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

In connection with an investor presentation to be made on January 12, 2016, ARRIS International plc (“ARRIS”) will provide certain expected pro forma information with respect to its recently completed acquisition of Pace plc. Such information is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 2.02. ARRIS will also announce that it expects to exceed the previously reported fourth quarter 2015 guidance ranges for GAAP and Non-GAAP EPS, primarily as a result of stronger than expected software sales and the renewal of federal research and development tax credits in the fourth quarter, and that revenues for the fourth quarter are expected to be at the low end of the previously issued guidance range.

Item 7.01. Regulation FD Disclosure.

The information provided under Item 2.02 above with respect to the expected pro forma information to be provided regarding ARRIS’ recently completed acquisition of Pace plc, including Exhibit 99.1 furnished herewith, is incorporated by reference into this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NO.	DESCRIPTION
99.1	Select Investor Presentation Slides dated January 12, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARRIS INTERNATIONAL PLC
By:	/s/ Patrick W. Macken
	Patrick W. Macken
	Senior Vice President, General Counsel, and Secretary

Date: January 12, 2016

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EX-99.1

Forward-Looking Statements Statements in this presentation, including those related to the projected 2015 results, outlook for 2016 and beyond, expected revenues and net income, gross margins, operating expenses, income taxes, the impacts of the Pace acquisition, acceptance of certain ARRIS products, 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 are based on preliminary estimates, assumptions and projections that management believes to be reasonable at this time, but are largely beyond management’s control; failure to realize the expected benefits of the Pace acquisition, significant transaction costs and/or unknown liabilities; ARRIS is dependent upon customer decisions to purchase the Company’s products - these decisions can be deferred and customers also may select competitor products; and because the market in which ARRIS operates is volatile and actions taken and contemplated may not achieve the desired impact. Other factors that could cause results to differ materially from current expectations include: the uncertain current global economic climate and financial markets, and their impact on our customers’ plans and access to capital; the impact of the strong U.S. dollar; 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; rights to intellectual property and the current trend toward increasing patent litigation, market trends and the adoption of industry standards; possible acquisitions and dispositions; the impact of pending M&A transactions within both the customer and supplier base, including the acquisition of the proposed acquisition of Time Warner by Charter, the proposed acquisition by Frontier Communications of several properties owned by Verizon, and the proposed acquisitions of Suddenlink and Cablevision by Altice. 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 Quarterly Report on Form 10-Q for the period ended September 30, 2015 filed by ARRIS Group, Inc. (as predecessor to ARRIS International) and the Form S-4 (file no. 333-205442) filed by ARRIS. 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, except as required by law. Exhibit 99.1 Safe Harbor 18th Annual Needham Growth Conference 12 January 2016

Who we are Global innovator in IP, video and broadband solutions technology continually working with our customers to transform entertainment and communications to solve the most pressing challenges of 21st century communications 18th Annual Needham Growth Conference 12 January 2016 ~$7B 1000+ 84 2K+ ~8,500 Direct and indirect presence in 84 countries Pro Forma 2015 combined revenue of ~$7B Over 1000 customers served, globally 2,000+ patents approved or pending ~8,500 employees globally. HQs in Saltaire UK and Suwanee GA, USA

Enhanced shareholder value ~$5.9 Billion Market Cap (1) ~$7.2 Billion Enterprise Value 195 Million Shares Outstanding Debt of $2.3 Billion Debt/EBITDA ~2.5x 12 January 2016 (1) As of 1/4/16 closing price of $30.40 Financially compelling transaction Enhanced Product Portfolio Expanding International Presence Integration underway Planning NY Investor Day for Spring Strong Capital Structure 18th Annual Needham Growth Conference

Financially Compelling Transaction 12 January 2016 3 Product costs, operating expenses, public company costs Proven track record of integrations Significant synergy opportunities 5 Significant liquidity with undrawn revolver Strong capital structure 4 ~26% to 28% Pro forma Non-GAAP effective tax rate 2 $0.65 - $0.75 Accretive to Non–GAAP EPS, first 12 months after completion 1 Transaction equity value: ~$2.1B Stock and cash Transaction 18th Annual Needham Growth Conference