Harmonic Announces Second Quarter 2018 Results

SAN JOSE, Calif., July 30, 2018 /PRNewswire/ -- Harmonic Inc. (NASDAQ: HLIT), the worldwide leader in video delivery technology and services, today announced its unaudited results for the second quarter of 2018.

"Continued execution of our CableOS and VOS strategy drove sequential and year over year revenue growth and gross margin expansion, and a return to non-GAAP profitability," said Patrick Harshman, president and chief executive officer of Harmonic. "Looking ahead, we remain confident that CableOS is firmly on track to become a market-leading cable access platform, and that VOS software and SaaS momentum will continue to enable a more consistently profitable Video segment."

Q2 Financial and Business Highlights

    --  GAAP revenue $99.2 million, up 20% year over year; non-GAAP revenue
        $99.4 million, up 21% year over year.
    --  Cable Access segment revenue: GAAP $20.0 million; non-GAAP $20.2
        million, up over 70% year over year.
    --  Video segment operating profit: 7.9% operating margin, up $15.2 million
        year over year.
    --  Operating income: GAAP $0.6 million and non-GAAP $6.8 million, compared
        to GAAP loss $27.4 million and non-GAAP loss $16.4 million in the year
        ago period.
    --  EPS: GAAP net loss per share 3 cents and non-GAAP net income per share 5
        cents, compared to GAAP net loss per share 39 cents and non-GAAP net
        loss per share 20 cents in the year ago period.
    --  Bookings $107.9 million, up 18% year over year, drove record backlog and
        deferred revenue to $230.4 million, up 19% year over year.
    --  CableOS deployments continued to scale, surpassing 400,000 served cable
        modems, up 100% quarter over quarter.
    --  Over 34,000 OTT channels deployed globally, up 6% quarter over quarter,
        powered in part by multiple new VOS SaaS wins.

Select Financial Information


                                                                    GAAP                                         Non-GAAP

    Key Financial
     Results                                       Q2 2018         Q1 2018    Q2 2017               Q2 2018     Q1 2018             Q2 2017
                                                   -------         -------    -------               -------     -------             -------

                                                                           (in millions, except per share data)

    Net revenue                                              $99.2                          $90.1                             $82.3            $99.4                      $90.2         $82.3

    Net income (loss)                                       $(2.9)                       $(13.7)                          $(31.5)            $4.6                     $(1.1)      $(15.7)

    Diluted EPS                                            $(0.03)                       $(0.16)                          $(0.39)           $0.05                    $(0.01)      $(0.20)


    Other Financial Information                                                                                                               Q2 2018        Q1 2018      Q2 2017
                                                                                                                                              -------        -------      -------

                                                                                                                                                      (in millions)

    Bookings for the quarter                                $107.9                         $102.6                             $91.1

    Backlog and deferred revenue as of quarter end          $230.4                         $224.4                            $194.4

    Cash as of quarter end                                   $54.1                          $52.0                             $52.9
    ----------------------                                   -----                          -----                             -----

Explanations regarding our use of non-GAAP financial measures and related definitions, and reconciliations of our GAAP and non-GAAP measures, are provided in the sections below entitled "Use of Non-GAAP Financial Measures" and "GAAP to Non-GAAP Reconciliations".

Financial Guidance


                                 Q3 2018                                  Q4 2018                                         2018

    GAAP Financial
     Guidance           Low              High                    Low                   High              Low              High
                        ---              ----                    ---                   ----              ---              ----

                                                    (in millions, except percentages and per share data)

    Net Revenue                    $93.0                                    $103.0                                $105.0                     $118.0                  $388.0      $411.0

    Video                          $70.0                                     $76.0                                 $75.0                      $82.0                  $296.0      $309.0

    Cable Access                   $23.0                                     $27.0                                 $30.0                      $36.0                   $92.0      $102.0

    Gross Margin %     48.4%                       49.5%                               48.0%                   51.2%           50.3%                51.3%

    Operating Expenses             $55.1                                     $56.1                                 $53.5                      $54.5                  $215.8      $217.8

    Operating Income
     (Loss)                      $(11.1)                                   $(4.1)                               $(4.1)                      $6.9                 $(22.8)     $(4.8)

    Tax Benefit
     (Expense)                    $(0.7)                                   $(0.7)                               $(0.7)                    $(0.7)                 $(2.8)     $(2.8)

    EPS                          $(0.17)                                  $(0.09)                              $(0.09)                     $0.03                 $(0.45)    $(0.24)

    Shares                86.4                         86.4                                 87.0                     88.5             85.7                  85.7

    Cash                           $50.0                                     $60.0                                 $50.0                      $60.0                   $50.0       $60.0
    ----                           -----                                     -----                                 -----                      -----                   -----       -----


                               Q3 2018                              Q4 2018                                         2018

    Non-GAAP Financial
     Guidance           Low              High                    Low                   High              Low              High
                        ---              ----                    ---                   ----              ---              ----

                                              (in millions, except percentages and per share data)

    Net Revenue                    $93.0                                    $103.0                                $105.0                     $118.0                  $388.0      $411.0

    Video                          $70.0                                     $76.0                                 $75.0                      $82.0                  $296.0      $309.0

    Cable Access                   $23.0                                     $27.0                                 $30.0                      $36.0                   $92.0      $102.0

    Gross Margin %     51.0%                       52.0%                               50.0%                   52.0%           52.0%                53.0%

    Operating Expenses             $49.0                                     $50.0                                 $50.0                      $51.0                  $195.0      $197.0

    Operating Income
     (Loss)                       $(3.0)                                     $4.0                                  $1.0                      $12.0                    $6.0       $24.0

    Tax Rate               16%                         16%                                 16%                     16%             16%                  16%

    EPS                          $(0.05)                                    $0.03                            $        -                     $0.09                 $(0.01)      $0.16

    Shares                86.4                         87.4                                 87.0                     88.5             85.7                  86.6

    Cash                           $50.0                                     $60.0                                 $50.0                      $60.0                   $50.0       $60.0
    ----                           -----                                     -----                                 -----                      -----                   -----       -----


    See "Use of Non-GAAP Financial
     Measures" and "GAAP to Non-GAAP
     Reconciliations" below.

Conference Call Information

Harmonic will host a conference call to discuss its financial results at 2:00 p.m. PT (5:00 p.m. ET) on Monday, July 30, 2018. A listen-only broadcast of the conference call can be accessed either from the Company's website at www.harmonicinc.com or by calling 1.574.990.1032 or +1.800.240.9147 (passcode 1778335). A replay will be available after 4:30 p.m. PT on the same web site or by calling +1.404.537.3406 or +1.855.859.2056 (passcode 1778335).

About Harmonic Inc.

Harmonic (NASDAQ: HLIT), the worldwide leader in video delivery technology and services, enables media companies and service providers to deliver ultra-high-quality broadcast and OTT video services to consumers globally. The company has also revolutionized cable access networking via the industry's first virtualized CCAP solution, enabling cable operators to more flexibly deploy gigabit internet service to consumers' homes and mobile devices. Whether simplifying OTT video delivery via innovative cloud and software-as-a-service (SaaS) technologies, or powering the delivery of gigabit internet cable services, Harmonic is changing the way media companies and service providers monetize live and VOD content on every screen. More information is available at www.harmonicinc.com.

Legal Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to our expectations regarding: GAAP net revenue, GAAP gross margins, GAAP operating expenses, GAAP operating loss, GAAP tax expense, GAAP EPS, non-GAAP revenue, non-GAAP gross margins, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP tax rate, non-GAAP EPS, share count and cash. Our expectations regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, in no particular order, the following: the trends toward more high-definition, on-demand and anytime, anywhere video will not continue to develop at its current pace or will expire; the possibility that our products will not generate sales that are commensurate with our expectations or that our cost of revenue or operating expenses may exceed our expectations; the mix of products and services sold in various geographies and the effect it has on gross margins; delays or decreases in capital spending in the cable, satellite, telco, broadcast and media industries; customer concentration and consolidation; the impact of general economic conditions on our sales and operations; our ability to develop new and enhanced products in a timely manner and market acceptance of our new or existing products; losses of one or more key customers; risks associated with our international operations; exchange rate fluctuations of the currencies in which we conduct business; risks associated with our CableOS(TM) and VOS(TM) product solutions; dependence on market acceptance of various types of broadband services, on the adoption of new broadband technologies and on broadband industry trends; inventory management; the lack of timely availability of parts or raw materials necessary to produce our products; the impact of increases in the prices of raw materials and oil; the effect of competition, on both revenue and gross margins; difficulties associated with rapid technological changes in our markets; risks associated with unpredictable sales cycles; our dependence on contract manufacturers and sole or limited source suppliers; and the effect on our business of natural disasters. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in Harmonic's filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K for the year ended December 31, 2017, our most recent Quarterly Report on Form 10-Q and our Current Reports on Form 8-K. The forward-looking statements in this press release are based on information available to the Company as of the date hereof, and Harmonic disclaims any obligation to update any forward-looking statements.

Use of 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, establish operating budgets, set internal measurement targets and make operating decisions.

These non-GAAP measures are not in accordance with, or an alternative for, measures prepared in accordance with generally accepted accounting principles and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. The Company believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Harmonic's results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Harmonic's results of operations in conjunction with the corresponding GAAP measures.

The Company believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures, provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations. 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.

The non-GAAP measures presented here are: revenue, gross profit, operating expenses, income (loss) from operations, non-operating expenses and net income (loss) (including those amounts as a percentage of revenue), and net income (loss) per diluted share. The presentation of non-GAAP information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP, and is not necessarily comparable to non-GAAP results published by other companies. A reconciliation of the historical non-GAAP financial measures discussed in this press release to the most directly comparable historical GAAP financial measures is included with the financial statements provided with this press release. The non-GAAP adjustments described below have historically been excluded from our GAAP financial measures.

Our non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects:

Cable Access inventory charge - Harmonic from time to time incurs inventory impairment charges associated with material business shifts, such as the repositioning of our Cable Access segment. We exclude these items, because we do not believe they are reflective of our ongoing long-term business and operating results.

Stock-based compensation - 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 believe that management is limited in its ability to project the impact stock-based compensation would have on our operating results. In addition, for comparability purposes, we believe it is useful to provide a non-GAAP financial measure that excludes stock-based compensation in order to better understand the long-term performance of our core business and to facilitate the comparison of our results to the results of our peer companies.

Amortization of intangibles - A portion of the purchase price of our acquisitions is generally allocated to intangible assets, and is subject to amortization. However, Harmonic does not acquire businesses on a predictable cycle. Additionally, the amount of an acquisition's purchase price allocated to intangible assets and the term of its related amortization can vary significantly and are unique to each acquisition. Therefore, we believe that the presentation of non-GAAP financial measures that adjust for the amortization of intangible assets provides investors and others with a consistent basis for comparison across accounting periods.

Restructuring and related charges - Harmonic from time to time incurs restructuring charges which primarily consist of employee severance, one-time termination benefits related to the reduction of its workforce, lease exit costs, and other costs. These charges are associated with material business shifts. We exclude these items, because we do not believe they are reflective of our ongoing long-term business and operating results.

TVN acquisition- and integration-related costs - As a result of the Company's acquisition of Thomson Video Networks (TVN) in February 2016, the Company incurred acquisition- and integration-related expenses, including legal, accounting and other professional services as well as integration-related costs that are not expected to generate future benefits once the integration is fully consummated. We exclude these transaction and integration expenses because we believe these expenses have no direct correlation to the operation of our business, and because we believe that the non-GAAP financial measures excluding these costs provide meaningful supplemental information regarding our operational performance and liquidity. In addition, excluding these costs from the non-GAAP measures facilitates comparisons to our historical operating results and comparisons to peer company operating results.

Inventory fair value adjustment - Purchase accounting requires us to measure acquired inventory at fair value. The fair value of inventory reflects the acquired company's cost of manufacturing plus a portion of the expected profit margin. The non-GAAP adjustments to our cost of revenues exclude the expected profit margin component that is recorded under purchase accounting associated with our acquisitions. We believe the adjustments are useful to investors as an additional means to reflect cost of revenues and gross margin trends of our business.

Deferred revenue fair value adjustment - We define non-GAAP net revenues as net revenues excluding the impact of purchase accounting. In connection with our acquisitions, the acquired deferred revenue balances were required to be written down due to purchase accounting in accordance with GAAP. The impact on revenues related to purchase accounting as a result of these transactions, limits the comparability of revenues between periods. We do not expect revenues generated from new contracts to be similarly impacted by purchase accounting adjustments. Accordingly, we believe presenting non-GAAP net revenues to exclude the impact of purchase accounting adjustments aids in the comparability between periods and in assessing our overall operating performance.

Non-cash interest expense related to convertible notes - We record the accretion of the debt discount related to the equity component and amortization of issuance costs as non-cash interest expense. We believe that excluding these costs provides meaningful supplemental information regarding operational performance and liquidity, along with enhancing investors' ability to view the Company's results from management's perspective. In addition, we believe excluding these costs from the non-GAAP measures facilitates comparisons to our historical operating results and comparisons to peer company operating results.

Accounting impact related to warrant amortization - We issued a warrant to a customer, Comcast Corporation, in September 2016 pursuant to which Comcast may purchase up to 7.8 million shares of Harmonic common stock. Vesting of the warrant shares is subject to Comcast achieving certain milestones and purchase volume commitments, and therefore the accounting guidance requires that the value of the warrant be recorded as a reduction in the Company's net revenues. Until final vesting, changes in the fair value of the warrant share will be marked to market and any adjustment as such will also be recorded in revenue. The change in fair value together with vested warrant shares are amortized to revenue using a ratio of revenue recognized from the customer in the period compared to total revenue expected from the customer. We have excluded the effect of warrant amortization in our non-GAAP financial measures. Management believes it is useful to exclude the charge for the fair value of the warrant shares in order to better understand the effects of these items on our total revenues and gross margin.

Loss on impairment of long-term investments - We exclude the effect of any other-than-temporary impairment of our long-term investments in calculating our non-GAAP financial measures. We exclude these items because we do not believe they are reflective of our ongoing long-term business and operating results.

Gain (loss) on equity investments - We exclude the change in fair value of our equity investments in calculating our non-GAAP financial measures. We exclude these items because we do not believe they are reflective of our ongoing long-term business and operating results.

Avid litigation settlement and associated legal fees - In the third quarter of fiscal 2017, we settled the patent litigation with Avid Technology, Inc. by entering into a settlement and patent portfolio cross-license agreement with Avid. Under the agreement, we agreed to pay Avid a one-time non-recurring amount of $6 million in installments. $2.5 million was paid upfront in October 2017 and $1.5 million and $2.0 million will be paid in 2019 and 2020, respectively. Also, the Avid litigation costs of approximately $1.4 million and $0.7 million in the third and fourth fiscal quarter of 2017, respectively, were significantly higher compared to prior periods. We excluded these expenses from our non-GAAP results because we do not believe they are reflective of our ongoing long-term business and operating results.

Discrete tax items and tax effect of non-GAAP adjustments - The income tax effect of non-GAAP adjustments relates to the tax effect of the adjustments that we incorporate into non-GAAP financial measures in order to provide a more meaningful measure of non-GAAP net income.


                                                        Harmonic Inc.

                                      Preliminary Condensed Consolidated Balance Sheets

                                      (Unaudited, in thousands, except per share data)


                                                      June 29, 2018                 December 31, 2017
                                                      -------------                 -----------------

    ASSETS

    Current assets:

       Cash and cash equivalents                                        $54,098                             $57,024

       Accounts receivable, net                              82,635                                 69,844

       Inventories                                           22,994                                 25,976

       Prepaid expenses and other
        current assets                                       19,377                                 18,931
                                                             ------                                 ------

    Total current assets                                    179,104                                171,775

    Property and equipment, net                              25,631                                 29,265

    Goodwill                                                241,176                                242,827

    Intangibles, net                                         17,010                                 21,279

    Other long-term assets                                   42,863                                 42,913
                                                             ------                                 ------

    Total assets                                                       $505,784                            $508,059
                                                                       ========                            ========


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

       Other debts and capital lease
        obligations, current                                             $1,723                              $7,610

       Accounts payable                                      28,992                                 33,112

       Income taxes payable                                     560                                    233

       Deferred revenue                                      56,278                                 52,429

       Accrued and other current
        liabilities                                          51,221                                 48,705
                                                             ------                                 ------

    Total current liabilities                               138,774                                142,089

    Convertible notes, long-term                            111,702                                108,748

    Other debts and capital lease
     obligations, long-term                                  14,318                                 15,336

    Income taxes payable, long-term                           1,086                                    917

    Other non-current liabilities                            19,169                                 22,626
                                                             ------                                 ------

    Total liabilities                                       285,049                                289,716
                                                            -------                                -------


    Stockholders' equity:

       Preferred stock, $0.001 par
        value, 5,000 shares
        authorized; no shares issued
        or outstanding                                            -                                     -

       Common stock, $0.001 par value,
        150,000 shares authorized;
        85,439 and 82,554 shares
        issued and outstanding at June
        29, 2018 and December 31,
        2017, respectively                                       85                                     83

       Additional paid-in capital                         2,283,649                              2,272,690

       Accumulated deficit                              (2,062,988)                           (2,057,812)

       Accumulated other comprehensive
        income (loss)                                          (11)                                 3,382
                                                                ---                                  -----

    Total stockholders' equity                              220,735                                218,343
                                                            -------                                -------

    Total liabilities and
     stockholders' equity                                              $505,784                            $508,059
                                                                       ========                            ========


                                                                              Harmonic Inc.

                                                       Preliminary Condensed Consolidated Statements of Operations

                                                            (Unaudited, in thousands, except per share data)


                                         Three months ended                                             Six months ended

                             June 29, 2018                  June 30, 2017                   June 29, 2018               June 30, 2017
                             -------------                 -------------                  -------------               -------------

    Revenue:

    Product                                   $60,599                                              $50,190                               $115,973      $100,594

    Service                         38,561                             32,125                                    73,314                     64,664
                                    ------                             ------                                    ------                     ------

    Total net revenue               99,160                             82,315                                   189,287                    165,258

    Cost of revenue:

    Product                         31,251                             32,005                                    57,860                     58,107

    Service                         16,306                             16,495                                    32,641                     32,928
                                    ------                             ------                                    ------                     ------

    Total cost of
     revenue                        47,557                             48,500                                    90,501                     91,035
                                    ------                             ------                                    ------                     ------

       Gross profit                 51,603                             33,815                                    98,786                     74,223

    Operating expenses:

       Research and
        development                 21,542                             27,055                                    44,999                     51,937

       Selling, general and
        administrative              27,988                             32,625                                    59,151                     67,256

       Amortization of
        intangibles                    800                                780                                     1,604                      1,554

       Restructuring and
        related charges                631                                777                                     1,717                      2,056
                                       ---                                ---                                     -----                      -----

          Total operating
           expenses                 50,961                             61,237                                   107,471                    122,803

    Income (loss) from
     operations                        642                           (27,422)                                   (8,685)                  (48,580)

    Interest expense,
     net                           (2,863)                           (2,680)                                  (5,620)                   (5,270)

    Other income
     (expense), net                    199                              (819)                                    (333)                   (1,330)
                                       ---

    Loss before income
     taxes                         (2,022)                          (30,921)                                  (14,638)                  (55,180)

    Provision for income
     taxes                             891                                579                                     1,969                        347
                                       ---                                ---                                     -----                        ---

    Net loss                                 $(2,913)                                           $(31,500)                             $(16,607)    $(55,527)
                                              =======                                             ========                               ========      ========

    Net loss per share:

       Basic and diluted                      $(0.03)                                             $(0.39)                               $(0.20)      $(0.69)
                                               ======                                               ======                                 ======        ======

    Shares used in per share
     calculation:

       Basic and diluted            85,304                             80,590                                    84,616                     80,203
                                    ======                             ======                                    ======                     ======


                                                          Harmonic Inc.

                                   Preliminary Condensed Consolidated Statements of Cash Flows

                                                    (Unaudited, in thousands)


                                                                          Six months ended

                                                            June 29, 2018                   June 30, 2017
                                                            -------------                 -------------

    Cash flows from operating activities:

    Net loss                                                                $(16,607)                        $(55,527)

    Adjustments to reconcile net loss to net cash provided
     by operating activities:

       Amortization of intangibles                                  4,194                              4,144

       Depreciation                                                 6,771                              7,139

       Stock-based compensation                                     8,769                              7,387

       Amortization of discount on
        convertible debt                                            2,954                              2,676

       Amortization of non-cash warrant                               395                                416

       Restructuring, asset impairment and
        loss on retirement of fixed assets                             93                                228

       Deferred income taxes                                          530                               (38)

       Foreign currency adjustments                               (1,042)                             1,131

       Provision for excess and obsolete
        inventories                                                   822                              5,094

       Allowance for doubtful accounts,
        returns and discounts                                         623                              3,274

       Other non-cash adjustments, net                                 64                                189

       Changes in operating assets and liabilities, net of
        effects of acquisition:

          Accounts receivable                                    (13,572)                            23,479

          Inventories                                               2,000                              2,912

          Prepaid expenses and other assets                         1,897                              5,933

          Accounts payable                                        (4,187)                             1,434

          Deferred revenue                                          9,378                              1,308

          Income taxes payable                                        503                                228

          Accrued and other liabilities                             (337)                           (8,793)
                                                                     ----                             ------

    Net cash provided by operating
     activities                                                     3,248                              2,614
                                                                    -----                              -----

    Cash flows from investing activities:

       Proceeds from maturities of
        investments                                                     -                             3,106

       Proceeds from sale of investments                                -                             3,792

       Purchases of property and equipment                        (3,181)                           (5,943)

    Net cash (used in) provided by
     investing activities                                         (3,181)                               955
                                                                   ------                                ---

    Cash flows from financing activities:

      Proceeds from other debts and capital
       leases                                                           -                               164

      Repayment of other debts and capital
       leases                                                     (6,176)                           (6,650)

       Proceeds from common stock issued to
        employees                                                   2,366                              2,117

       Payment of tax withholding
        obligations related to net share
        settlements of restricted stock
        units                                                        (54)                           (2,726)
                                                                      ---                             ------

    Net cash used in financing activities                         (3,864)                           (7,095)
                                                                   ------                             ------

    Effect of exchange rate changes on
     cash, cash equivalents and
     restricted cash                                                (588)                               935
                                                                     ----                                ---

    Net decrease in cash, cash
     equivalents and restricted cash                              (4,385)                           (2,591)

    Cash, cash equivalents and restricted
     cash at beginning of period                                   58,757                             57,420
                                                                   ------                             ------

    Cash, cash equivalents and restricted
     cash at end of period                                                    $54,372                           $54,829
                                                                              =======                           =======

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands):


                                                                          June 29, 2018         December 31, 2017
                                                                          -------------         -----------------

    Cash and cash equivalents                                                           $54,098                   $57,024

    Restricted cash included in prepaid expenses and other current assets           274                      530

    Restricted cash included in other long-term assets                                -                   1,203
                                                                                    ---                   -----

        Total cash, cash equivalents and restricted cash                                $54,372                   $58,757
                                                                                        =======                   =======


                                                                                                                                            Harmonic Inc.

                                                                                                                                   Preliminary Revenue Information

                                                                                                                            (Unaudited, in thousands, except percentages)


                                                                           Three months ended

                                June 29, 2018                                    March 30, 2018                                                              June 30, 2017

                   GAAP     Adjustments(1)    Non-GAAP           GAAP Adjustments(1)         Non-GAAP             GAAP Adjustments(1)         Non-GAAP
                   ----     -------------     --------           ---- -------------          --------             ---- -------------          --------

    Product

    Video Products                 $50,441             $      -                             $50,441            51%                              $47,412                     $       -              $47,412           52%                  $44,824     $     -     $44,824     54%

    Cable Access     10,159                    117        10,276                      10%               7,962             67                         8,029                    9%           5,366             $   -            5,366                7%

    Services and
     Support         38,560                    167        38,727                      39%              34,753             44                        34,797                   39%          32,125             -       32,125           39%
                     ------                    ---        ------                      ---               ------            ---                        ------                   ---           ------           ---       ------           ---

    Total                          $99,160                 $284                              $99,444           100%                              $90,127                          $111               $90,238          100%                  $82,315     $     -     $82,315    100%
                                   =======                 ====                              =======            ===                               =======                          ====               =======           ===                   =======   ===   ===     =======     ===


    Geography

    Americas                       $52,918                 $284                              $53,202            53%                              $48,856                          $111               $48,967           54%                  $40,611     $     -     $40,611     50%

    EMEA             31,676                      -       31,676                      32%              23,202              -                       23,202                   26%          24,953             -       24,953           30%

    APAC             14,566                      -       14,566                      15%              18,069              -                       18,069                   20%          16,751             -       16,751           20%
                     ------                    ---       ------                      ---               ------            ---                       ------                   ---           ------           ---       ------           ---

    Total                          $99,160                 $284                              $99,444           100%                              $90,127                          $111               $90,238          100%                  $82,315     $     -     $82,315    100%
                                   =======                 ====                              =======            ===                               =======                          ====               =======           ===                   =======   ===   ===     =======     ===


    Market

    Service
     Provider                      $54,142                 $284                              $54,426            55%                              $52,217                          $111               $52,328           58%                  $46,420     $     -     $46,420     56%

    Broadcast and
     Media           45,018                      -       45,018                      45%              37,910              -                       37,910                   42%          35,895             -       35,895           44%


    Total                          $99,160                 $284                              $99,444           100%                              $90,127                          $111               $90,238          100%                  $82,315     $     -     $82,315    100%
                                   =======                 ====                              =======            ===                               =======                          ====               =======           ===                   =======   ===   ===     =======     ===


                                                           Six months ended

                                 June 29, 2018                                             June 30, 2017

                   GAAP     Adjustments(1)      Non-GAAP                    GAAP Adjustments(1)           Non-GAAP
                   ----     -------------       --------                    ---- -------------            --------

    Product

    Video Products                 $97,853               $               -                           $97,853                52%        $90,342      $       -   $90,342    55%

    Cable Access     18,121                    184                   18,305                    9%                   10,252        191      10,443     6%

    Services and
     Support         73,313                    211                   73,524                   39%                   64,664        336      65,000    39%
                     ------                    ---                   ------                   ---                    ------        ---      ------    ---

    Total                         $189,287                            $395                           $189,682               100%       $165,258           $527   $165,785   100%
                                  ========                            ====                           ========                ===        ========           ====   ========    ===


    Geography

    Americas                      $101,774                            $395                           $102,169                54%        $78,517           $416    $78,933    48%

    EMEA             54,878                      -                  54,878                   29%                   50,392        111      50,503    30%

    APAC             32,635                      -                  32,635                   17%                   36,349          -     36,349    22%
                     ------                    ---                  ------                   ---                    ------        ---     ------    ---

    Total                         $189,287                            $395                           $189,682               100%       $165,258           $527   $165,785   100%
                                  ========                            ====                           ========                ===        ========           ====   ========    ===


    Market

    Service
     Provider                     $106,359                            $395                           $106,754                56%        $94,448           $416    $94,864    57%

    Broadcast and
     Media           82,928                      -                  82,928                   44%                   70,810        111      70,921    43%
                     ------                    ---                                          ---                    ------        ---               ---

    Total                         $189,287                            $395                           $189,682               100%       $165,258           $527   $165,785   100%
                                  ========                            ====                           ========                ===        ========           ====   ========    ===


    (1) See "Use of Non-GAAP Financial
     Measures" above and "GAAP to Non-GAAP
     Reconciliations" below.


                                                                                          Harmonic Inc.

                                                                                 Preliminary Segment Information

                                                                          (Unaudited, in thousands, except percentages)


                                                       Three months ended June 29, 2018

                     Video            Cable Access             Total Segment              Adjustments (1)             Consolidated GAAP
                                                                Measures                                                 Measures
                                                               (non-GAAP)
                                                                                                                                    ---

    Net revenue               $79,208                                            $20,236                                                   $99,444                      $(284)  $99,160

    Gross profit      43,558                           10,187                                        53,745                                 (2,142)              51,603

    Gross margin%    55.0%                           50.3%                                        54.0%                                               52.0%

    Operating
     income (loss)     6,239                              540                                         6,779                                 (6,137)                 642

    Operating
     margin%          7.9%                            2.7%                                         6.8%                                                0.6%


                                                       Three months ended March 30, 2018

                     Video            Cable Access             Total Segment              Adjustments (1)             Consolidated GAAP
                                                                Measures                                                 Measures
                                                               (non-GAAP)
                                                                                                                                    ---

    Net revenue               $71,748                                            $18,490                                                   $90,238                      $(111)  $90,127

    Gross profit      41,226                            8,640                                        49,866                                 (2,683)              47,183

    Gross margin%    57.5%                           46.7%                                        55.3%                                               52.4%

    Operating
     income (loss)     1,995                          (1,513)                                          482                                 (9,809)             (9,327)

    Operating
     margin%          2.8%                          (8.2)%                                         0.5%                                             (10.3)%


                                                       Three months ended June 30, 2017

                     Video            Cable Access             Total Segment              Adjustments (1)             Consolidated GAAP
                                                                Measures                                                 Measures
                                                               (non-GAAP)
                                                                                                                                    ---

    Net revenue               $73,379                                             $8,936                                                   $82,315                    $      -  $82,315

    Gross profit      37,720                            1,699                                        39,419                                 (5,604)              33,815

    Gross margin%    51.4%                           19.0%                                        47.9%                                               41.1%

    Operating loss   (8,947)                         (7,411)                                     (16,358)                               (11,064)            (27,422)

    Operating
     margin%       (12.2)%                         (82.9)%                                      (19.9)%                                             (33.3)%


                                                        Six months ended June 29, 2018

                     Video            Cable Access             Total Segment              Adjustments (1)             Consolidated GAAP
                                                                Measures                                                 Measures
                                                               (non-GAAP)
                                                                                                                                    ---

    Net revenue              $150,956                                            $38,726                                                  $189,682                      $(395) $189,287

    Gross profit      84,784                           18,827                                       103,611                                 (4,825)              98,786

    Gross margin%    56.2%                           48.6%                                        54.6%                                               52.2%

    Operating
     income (loss)     8,234                            (973)                                        7,261                                (15,946)             (8,685)

    Operating
     margin%          5.5%                          (2.5)%                                         3.8%                                              (4.6)%


                                                        Six months ended June 30, 2017

                     Video            Cable Access             Total Segment              Adjustments (1)             Consolidated GAAP
                                                                Measures                                                 Measures
                                                               (non-GAAP)
                                                                                                                                    ---

    Net revenue              $147,832                                            $17,953                                                  $165,785                      $(527) $165,258

    Gross profit      78,604                            4,325                                        82,929                                 (8,706)              74,223

    Gross margin%    53.2%                           24.1%                                        50.0%                                               44.9%

    Operating loss  (14,672)                        (13,075)                                      (27,747)                               (20,833)            (48,580)

    Operating
     margin%        (9.9)%                         (72.8)%                                      (16.7)%                                             (29.4)%


    (1) See "Use of Non-GAAP Financial
     Measures" above and "GAAP to Non-GAAP
     Reconciliations" below.


                                                                                                                   Harmonic Inc.

                                                                                                   GAAP to Non-GAAP Reconciliations (Unaudited)

                                                                                               (In thousands, except percentages and per share data)


                                                                                      Three months ended June 29, 2018

                                                Revenue         Gross             Total       Income      Total Non-        Net
                                                           Profit         Operating       from        operating      Income
                                                                            Expense    Operations   Expense, net     (Loss)
                                                                      ---     -------    ----------       -----        ------

    GAAP                                                  $99,160                              $51,603                                  $50,961                            $642    $(2,664)   $(2,913)

    Accounting impact
     related to warrant
     amortization                                    284                 284                          -                         284                         -               284

    Stock-based
     compensation                                      -                448                    (2,564)                       3,012                         -             3,012

    Amortization of
     intangibles                                       -              1,295                      (800)                       2,095                         -             2,095

    Restructuring and
     related charges                                   -                115                      (631)                         746                         -               746

    Gain on equity
     investments                                       -                  -                         -                           -                    (183)             (183)

    Non-cash interest
     expenses related to
     convertible notes                                 -                  -                         -                           -                    1,501              1,501

    Discrete tax items and
     tax effect of non-
     GAAP adjustments                                  -                  -                         -                           -                        -                22

    Total adjustments                                284               2,142                    (3,995)                       6,137                     1,318              7,477
                                                     ---               -----                     ------                        -----                     -----              -----

    Non-GAAP                                              $99,444                              $53,745                                  $46,966                          $6,779    $(1,346)     $4,564
                                                          =======                              =======                                  =======                          ======     =======      ======

                             As a % of revenue (GAAP)     52.0%                  51.4%                        0.6%                   (2.7)%                    (2.9)%

                         As a % of revenue (Non-GAAP)     54.0%                  47.2%                        6.8%                   (1.4)%                      4.6%


    Diluted net income (loss) per share:

    Diluted net loss per share-GAAP                                                                                               $(0.03)
                                                                                                                                   ======

    Diluted net income per share-Non-GAAP                                                                                           $0.05
                                                                                                                                    =====

    Shares used to compute diluted net
     income (loss) per share:

    GAAP                                                                                                               85,304
                                                                                                                       ======

    Non-GAAP                                                                                                           85,758
                                                                                                                       ======


                                                                                 Three months ended March 30, 2018

                                                Revenue       Gross            Total       Income      Total Non-     Net Loss
                                                           Profit         Operating      (Loss)       operating
                                                                            Expense       from      Expense, net
                                                                                       Operations
                                                                                ---                                         ---

    GAAP                                                  $90,127                              $47,183                                  $56,510                        $(9,327)   $(3,289)  $(13,694)

    Accounting impact
     related to warrant
     amortization                                    111                 111                          -                         111                         -               111

    Stock-based
     compensation                                      -                515                    (5,242)                       5,757                         -             5,757

    Amortization of
     intangibles                                       -              1,295                      (804)                       2,099                         -             2,099

    Restructuring and
     related charges                                   -                762                    (1,086)                       1,848                         -             1,848

    Avid litigation
     settlement and
     associated legal fees                             -                  -                         6                          (6)                        -               (6)

    Non-cash interest
     expenses related to
     convertible notes                                 -                  -                         -                           -                    1,454              1,454

    Discrete tax items and
     tax effect of non-
     GAAP adjustments                                  -                  -                         -                           -                        -             1,294
                                                     ---                ---                       ---                         ---                      ---             -----

    Total adjustments                                111               2,683                    (7,126)                       9,809                     1,454             12,557
                                                     ---               -----                     ------                        -----                     -----             ------

    Non-GAAP                                              $90,238                              $49,866                                  $49,384                            $482    $(1,835)   $(1,137)
                                                          =======                              =======                                  =======                            ====     =======     =======

                             As a % of revenue (GAAP)     52.4%                  62.7%                     (10.3)%                   (3.6)%                   (15.2)%

                         As a % of revenue (Non-GAAP)     55.3%                  54.7%                        0.5%                   (2.0)%                    (1.3)%


    Diluted net loss per share:

    Diluted net loss per share-GAAP                                                                                               $(0.16)
                                                                                                                                   ======

    Diluted net loss per share-Non-GAAP                                                                                           $(0.01)
                                                                                                                                   ======

    Shares used to compute diluted net loss
     per share:

    GAAP and Non-GAAP                                                                                                  83,912
                                                                                                                       ======


                                                                                 Three months ended June 30, 2017

                                                Revenue       Gross            Total     Loss from     Total Non-     Net Loss
                                                           Profit         Operating    Operations     operating
                                                                            Expense                 Expense, net
                                                                      ---                       ---                         ---

    GAAP                                                  $82,315                              $33,815                                  $61,237                       $(27,422)   $(3,499)  $(31,500)

    Cable Edge inventory
     charge                                            -              3,331                          -                       3,331                         -             3,331

    Stock-based
     compensation                                      -                700                    (3,436)                       4,136                         -             4,136

    Amortization of
     intangibles                                       -              1,295                      (780)                       2,075                         -             2,075

    Restructuring and
     related charges                                   -                278                      (777)                       1,055                         -             1,055

    TVN acquisition-and
     integration-related
     costs                                             -                  -                     (467)                         467                         -               467

    Non-cash interest
     expenses related to
     convertible notes                                 -                  -                         -                           -                    1,360              1,360

    Discrete tax items and
     tax effect of non-
     GAAP adjustments                                  -                  -                         -                           -                        -             3,354

    Total adjustments                                  $        -                              $5,604                                 $(5,460)                        $11,064      $1,360     $15,778


    Non-GAAP                                              $82,315                              $39,419                                  $55,777                       $(16,358)   $(2,139)  $(15,722)
                                                          =======                              =======                                  =======                        ========     =======    ========

                             As a % of revenue (GAAP)     41.1%                  74.4%                     (33.3)%                   (4.3)%                   (38.3)%

                         As a % of revenue (Non-GAAP)     47.9%                  67.8%                     (19.9)%                   (2.6)%                   (19.1)%


    Diluted net loss per share:

    Diluted net loss per share-GAAP                                                                                               $(0.39)
                                                                                                                                   ======

    Diluted net loss per share-Non-GAAP                                                                                           $(0.20)
                                                                                                                                   ======

    Shares used to compute diluted net loss
     per share:

    GAAP and Non-GAAP                                                                                                  80,590
                                                                                                                       ======


                                                                                  Six months ended June 29, 2018

                                                Revenue       Gross            Total       Income      Total Non-        Net
                                                           Profit         Operating      (Loss)       operating      Income
                                                                            Expense       from         Expense       (Loss)
                                                                                       Operations
                                                                                ---                                         ---

    GAAP                                                 $189,287                              $98,786                                 $107,471                        $(8,685)   $(5,953)  $(16,607)

    Accounting impact
     related to warrant
     amortization                                    395                 395                          -                         395                         -               395

    Stock-based
     compensation                                      -                963                    (7,806)                       8,769                         -             8,769

    Amortization of
     intangibles                                       -              2,590                    (1,604)                       4,194                         -             4,194

    Restructuring and
     related charges                                   -                877                    (1,717)                       2,594                         -             2,594

    Gain on equity
     investments                                       -                  -                         -                           -                    (183)             (183)

    Non-cash interest
     expenses related to
     convertible notes                                 -                  -                         -                           -                    2,955              2,955

    Avid litigation
     settlement and
     associated legal fees                             -                  -                         6                          (6)                        -               (6)

    Discrete tax items and
     tax effect of non-
     GAAP adjustments                                  -                  -                         -                           -                        -             1,316

    Total adjustments                                        $395                               $4,825                                $(11,121)                        $15,946      $2,772     $20,034

    Non-GAAP                                             $189,682                             $103,611                                  $96,350                          $7,261    $(3,181)     $3,427
                                                         ========                             ========                                  =======                          ======     =======      ======

                             As a % of revenue (GAAP)     52.2%                  56.8%                      (4.6)%                   (3.1)%                    (8.8)%

                         As a % of revenue (Non-GAAP)     54.6%                  50.8%                        3.8%                   (1.7)%                      1.8%


    Diluted net income (loss) per share:

    Diluted net loss per share-GAAP                                                                                               $(0.20)
                                                                                                                                   ======

    Diluted net income per share-Non-GAAP                                                                                           $0.04
                                                                                                                                    =====

    Shares used to compute diluted net
     income (loss) per share:

    GAAP                                                                                                               84,616
                                                                                                                       ======

    Non-GAAP                                                                                                           85,052
                                                                                                                       ======


                                                                                  Six months ended June 30, 2017

                                                Revenue       Gross            Total     Loss from     Total Non-     Net Loss
                                                           Profit         Operating    Operations     operating
                                                                            Expense                    Expense
                                                                      ---                       ---                         ---

    GAAP                                                 $165,258                              $74,223                                 $122,803                       $(48,580)   $(6,600)  $(55,527)

    Cable Edge inventory
     charge                                            -              3,316                          -                       3,316                         -             3,316

    Acquisition accounting
     impacts related to TVN
     deferred revenue                                111                 111                          -                         111                         -               111

    Accounting impact
     related to warrant
     amortization                                    416                 416                          -                         416                         -               416

    Stock-based
     compensation                                      -              1,145                    (6,242)                       7,387                         -             7,387

    Amortization of
     intangibles                                       -              2,590                    (1,554)                       4,144                         -             4,144

    Restructuring and
     related charges                                   -                786                    (2,056)                       2,842                         -             2,842

    TVN acquisition-and
     integration-related
     costs                                             -                342                    (2,275)                       2,617                         -             2,617

    Non-cash interest
     expenses related to
     convertible notes                                 -                  -                         -                           -                    2,676              2,676

    Discrete tax items and
     tax effect of non-
     GAAP adjustments                                  -                  -                         -                           -                        -             5,098

    Total adjustments                                527               8,706                   (12,127)                      20,833                     2,676             28,607

    Non-GAAP                                             $165,785                              $82,929                                 $110,676                       $(27,747)   $(3,924)  $(26,920)
                                                         ========                              =======                                 ========                        ========     =======    ========

                             As a % of revenue (GAAP)     44.9%                  74.3%                     (29.4)%                   (4.0)%                   (33.6)%

                         As a % of revenue (Non-GAAP)     50.0%                  66.8%                     (16.7)%                   (2.4)%                   (16.2)%


    Diluted net loss per share:

    Diluted net loss per share-GAAP                                                                                               $(0.69)
                                                                                                                                   ======

    Diluted net loss per share-Non-GAAP                                                                                           $(0.34)
                                                                                                                                   ======

    Shares used to compute diluted net loss
     per share:

    GAAP and Non-GAAP                                                                                                  80,203
                                                                                                                       ======


                                                                                                            Harmonic Inc.

                                                                                       GAAP to Non-GAAP Reconciliations on Financial Guidance

                                                                                        (In millions, except percentages and per share data)


                                                         Q3 2018 Financial Guidance

                                                    Revenue                      Gross                         Total                            Income                   Total Non-              Net Income
                                                                               Profit                      Operating                       (Loss) from                 operating                 (Loss)
                                                                                                            Expense                         Operations                  Expense,
                                                                                                                                                                          net
                                                                                                                                                                ---                                               ---

    GAAP                                                    $93.0 to                    $45.0 to                       $55.1 to                          $(11.1) to                   $(3.3)               $(15.1) to
                                                              $103.0                        $51.0                           $56.1                               $(4.1)                                            $(7.5)

      Stock-based
       compensation                                                -                         0.7                           (5.3)                                 6.0                         -                      6.0

      Amortization of
       intangibles                                                 -                         1.3                           (0.8)                                 2.1                         -                      2.1

      Non-cash interest
       expense related to
       convertible notes                                           -                           -                              -                                   -                      1.5                       1.5

      Tax effect of non-
       GAAP adjustments                                            -                           -                              -                                   -                        -             $0.9 to $1.5
                                                                 ---                         ---                            ---                                 ---                      ---             ------------

    Total adjustments                                              -                         2.0                           (6.1)                                 8.1                       1.5                  $10.5 to
                                                                                                                                                                                                              $11.1
                                                                                                                                                                                                              -----

    Non-GAAP                                                $93.0 to                    $47.0 to                       $49.0 to                           $(3.0) to                   $(1.8)                $(4.0) to
                                                              $103.0                        $53.0                           $50.0                                 $4.0                                               $3.0
                                                              ======                        =====                           =====                                 ====                                               ====

                                         As a % of revenue (GAAP)             48.4% to                     53.5% to                         (11.9)% to                              (3.5%)     (16.2)% to
                                                                                         49.5%                          60.3%                              (4.0)%                                            (7.3)%

                                     As a % of revenue (Non-GAAP)              51% to                      47.5% to                                    (3)% to 4%                    (2%)               (4)% to 3%
                                                                                           52%                          54.0%

    Diluted net income (loss) per share:

      Diluted net loss per share-GAAP                                                                                                                                   $(0.17) to $(0.09)
                                                                                                                                                                         =================

      Diluted net (loss) income per share-Non-
       GAAP                                                                                                                                                               $(0.05) to $0.03

    Shares used to compute diluted net loss per
     share:

      GAAP and Non-GAAP                                                                                                                                                               86.4

    Shares used to compute diluted net income per
     share:

      Non-GAAP                                                                                                                                                                        87.4
                                                                                                                                                                                      ====



                                                       Q4 2018 Financial Guidance

                                                    Revenue                      Gross                         Total                            Income                   Total Non-              Net Income
                                                                               Profit                      Operating                       (Loss) from                 operating                 (Loss)
                                                                                                            Expense                         Operations                  Expense,
                                                                                                                                                                          net
                                                                                                                                                                ---                                               ---

    GAAP                                                   $105.0 to                    $50.4 to                       $53.5 to                           $(4.1) to                   $(3.4)                $(8.2) to
                                                              $118.0                        $60.4                           $54.5                                 $6.9                                               $2.5

      Stock-based
       compensation                                                -                         0.3                           (2.7)                                 3.0                         -                      3.0

      Amortization of
       intangibles                                                 -                         1.3                           (0.8)                                 2.1                         -                      2.1

      Non-cash interest
       expense related to
       convertible notes                                           -                           -                              -                                   -                      1.6                       1.6

      Tax effect of non-
       GAAP adjustments                                            -                           -                              -                                   -                        -                $(1.2) to
                                                                                                                                                                                                               $1.5
                                                                                                                                                                                         ---                     ----

    Total adjustments                                              -                         1.6                           (3.5)                                 5.1                       1.6              $5.5 to $8.2
                                                                                                                                                                                       ---                       ---

    Non-GAAP                                               $105.0 to                    $52.0 to                       $50.0 to                       $1.0 to $12.0                   $(1.8)             $0.0 to $8.0
                                                              $118.0                        $62.0                           $51.0
                                                              ======                        =====                           =====

                                         As a % of revenue (GAAP)             48.0% to                     45.3% to                         (3.9)% to                               (3.0%)     (7.8)% to
                                                                                         51.2%                          51.9%                                5.8%                                              2.2%

                                     As a % of revenue (Non-GAAP)              50% to                      42.5% to                                     1% to 10%                    (2%)                 0% to 7%
                                                                                           52%                          48.5%

    Diluted net income (loss) per share:

      Diluted net income (loss) per share-GAAP                                                                                                                            $(0.09) to $0.03
                                                                                                                                                                          ================

      Diluted net (loss) income per share-Non-
       GAAP                                                                                                                                                                 $0.00 to $0.09

    Shares used to compute diluted net loss per
     share:

      GAAP and Non-GAAP                                                                                                                                                               87.0

    Shares used to compute diluted net income per
     share:

      GAAP and Non-GAAP                                                                                                                                                               88.5
                                                                                                                                                                                      ====



                                                         2018 Financial Guidance

                                                    Revenue                      Gross                         Total                            Income                   Total Non-              Net Income
                                                                               Profit                      Operating                       (Loss) from                 operating                 (Loss)
                                                                                                            Expense                         Operations                  Expense,
                                                                                                                                                                          net
                                                                                                                                                                ---                                               ---

    GAAP                                                   $388.0 to                   $195.0 to                      $215.8 to                          $(22.8) to                  $(13.3)               $(38.8) to
                                                              $411.0                       $211.0                          $217.8                               $(4.8)                                           $(20.9)

      Stock-based
       compensation                                                -                         1.9                          (15.9)                                17.8                         -                     17.8

      Amortization of
       intangibles                                                 -                         5.2                           (3.2)                                 8.4                         -                      8.4

      Restructuring and
       related charges                                             -                         0.9                           (1.7)                                 2.6                         -                      2.6

      Non-cash interest
       expense related to
       convertible notes                                           -                           -                              -                                   -                      6.1                       6.1

      Tax effect of non-
       GAAP adjustments                                            -                           -                              -                                   -                        -             $0.0 to $2.9
                                                                 ---                         ---                            ---                                 ---                      ---             ------------

    Total adjustments                                              -                         8.0                          (20.8)                                28.8                       6.1                  $34.9 to
                                                                                                                                                                                                              $37.8
                                                                                                                                                                                         ---                    -----

    Non-GAAP                                               $388.0 to                   $203.0 to                      $195.0 to                       $6.0 to $24.0                   $(7.2)                $(1.0) to
                                                              $411.0                       $219.0                          $197.0                                                                                  $14.0
                                                              ======                       ======                          ======                                                                                  =====

                                         As a % of revenue (GAAP)             50.3% to                     52.5% to                         (5.9)% to                                 (3)%     (10.0)% to
                                                                                         51.3%                          56.1%                              (1.2)%                                            (5.1)%

                                     As a % of revenue (Non-GAAP)              52% to                      47.5% to                          1.5% to                                  (2)%     (0.3)% to
                                                                                           53%                            51%                                6.0%                                              3.5%

    Diluted income (loss) per share:

      Diluted net loss per share-GAAP                                                                                                                                   $(0.45) to $(0.24)
                                                                                                                                                                         =================

      Diluted net (loss) income per share-Non-
       GAAP                                                                                                                                                               $(0.01) to $0.16

    Shares used to compute diluted net loss per
     share:

      GAAP and Non-GAAP                                                                                                                                                               85.7

    Shares used to compute diluted net income per
     share:

      Non-GAAP                                                                                                                                                                        86.6
                                                                                                                                                                                      ====

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SOURCE Harmonic Inc.