Arris 8-K Regulation FD Disclosure

Exhibit 99.2

ARRIS GROUP, INC.

Preliminary EBITDA - GAAP to Adjusted Non-GAAP Reconciliation

(in thousands)

	Year 2010			Year 2011			LTM 9/30/2012			YTD Q3 2011			YTD Q3 2012
Earnings (loss) before tax		94,630			(28,511	)		(26,247	)		49,830			52,094
Depreciation		22,865			24,139			27,554			17,550			20,965
Amortization of intangibles		35,957			33,649			29,382			26,832			22,565
Goodwill & intangible impairment		—			88,633			88,633			—			—
Interest expense		17,965			16,939			17,509			12,681			13,251
Interest income		(1,997	)		(3,154	)		(2,963	)		(2,438	)		(2,248	)
GAAP EBITDA		169,420			131,695			133,868			104,455			106,627
Highlighted items:
Purchase accounting impact of def revenue		—			3,126			5,593			—			2,467
Stock compensation expense		21,827			22,055			26,302			16,947			21,194
Acquisition costs		—			3,205			3,469			475			739
Restructuring		65			4,360			9,846			969			6,455
Impairment on investments		—			3,000			3,000			—			—
Loss of sale of product line					—			337			—			337
Loss (gain) on debt retirement		(373	)		19			—			19			—
Total highlighted items		21,519			35,765			48,547			18,410			31,192
Adjusted Non-GAAP EBITDA		190,939			167,460			182,415			122,865			137,819
Adjusted Non-GAAP EBITDA—% of Adjusted Non-GAAP Sales		17.6	%		15.3	%		14.1	%		15.2	%		13.6	%

See Notes to GAAP to Adjusted Non-GAAP Financial Measures

Notes to GAAP to Adjusted Non-GAAP Financial Measures

ARRIS Group, Inc. (“we”, “our” “us” or 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.

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.

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).

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.

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).

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.