Harmonic Announces Third Quarter 2018 Results

SAN JOSE, Calif., Oct. 29, 2018 /PRNewswire/ -- Harmonic Inc. (NASDAQ: HLIT) today announced its unaudited results for the third quarter of 2018.

"Continued execution of our CableOS and Video strategies drove double-digit growth of non-GAAP revenue and operating profit year over year," said Patrick Harshman, president and chief executive officer of Harmonic. "Shipments of CableOS nodes for new distributed access architectures were up 174% sequentially, underscoring positive momentum in our Cable Access segment. Video segment gross margin of 57.2% and operating margin of 7.2% highlight our ongoing profitable transformation to software and SaaS."

Q3 Financial and Business Highlights

    --  GAAP revenue $100.6 million, up 9% year over year; non-GAAP revenue
        $101.4 million, up 11% year over year.
    --  Cable Access segment revenue: GAAP $27.3 million, up 138% year over
        year; non-GAAP $28.1 million, up 153% year over year.
    --  Video segment operating margin: 7.2%, fifth consecutive quarter of
        positive segment operating income.
    --  Operating income: GAAP loss $3.7 million and non-GAAP income $5.7
        million, compared to GAAP loss $14.2 million and non-GAAP income $1.3
        million in the year ago period.
    --  EPS: GAAP net loss per share 9 cents and non-GAAP net income per share 4
        cents, compared to GAAP net loss per share 19 cents and non-GAAP net
        loss per share 1 cent in the year ago period.
    --  Ended the quarter with $61.7 million in cash and cash equivalents,
        compared to $54.1 million in the prior quarter.
    --  CableOS deployments continued to scale, surpassing 480,000 served cable
        modems, up 20% quarter over quarter.
    --  CableOS global design wins and execution continues with 25 deployments
        and trials underway, up 25% quarter over quarter.
    --  Over 35,000 OTT channels deployed globally, up 4% quarter over quarter,
        powered in part by new Video SaaS wins.

Select Financial Information


                                                                       
       GAAP                                                           
     Non-GAAP


                   Key Financial
                    Results                            Q3 2018                  Q2 2018     Q3 2017                               Q3 2018           Q2 2018                 Q3 2017



                                                                                        
     
           (in millions, except per share data)



       Net revenue                                             $
       100.6                               $
            99.2                                         $
         92.0           $
       101.4                           $
        99.4             $
          91.6


        Net income (loss)                                       $
       (7.8)                             $
            (2.9)                                      $
         (15.6)            $
       3.4                            $
        4.6             $
         (0.5)



       Diluted EPS                                            $
       (0.09)                            $
            (0.03)                                      $
         (0.19)           $
       0.04                           $
        0.05            $
         (0.01)





       
              Other Financial Information                                                                                                                                                   Q3 2018      Q2 2018                 Q3 2017



                                                                                                                                                                                                         
     
     (in millions)



       Bookings for the quarter                                 $
       79.5                              $
            107.9                                         $
         96.0



       Backlog and deferred revenue as of quarter end          $
       207.6                              $
            230.4                                        $
         200.9



       Cash as of quarter end                                   $
       61.7                               $
            54.1                                         $
         50.0

    ---

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


                            GAAP
                             Financial
                             Guidance          
     
          Q4 2018                                                                  2018


                                       Low                 High                                Low                         High



                                                      
        
        (in millions, except percentages and per share data)


               Net Revenue                          $
        104.7                                                       $
       117.7             $
        394.5     $
         407.5


                         Video                       $
        80.0                                                        $
       83.0             $
        304.0     $
         307.0


                         Cable Access                $
        24.7                                                        $
       34.7              $
        90.5     $
         100.5


    Gross Margin                           48.0                                                48.5                                   50.0           50.5
     %                                       %                                                  %                                     %             %


               Operating
                Expenses                             $
        52.5                                                        $
       53.5             $
        213.7     $
         214.7


               Operating
                Income
                (Loss)                              $
        (3.2)                                                        $
       4.2            $
        (15.6)    $
         (8.2)


               Tax Expense                          $
        (0.5)                                                      $
       (0.5)            $
        (3.3)    $
         (3.3)


               EPS                                 $
        (0.08)                                                       $
       0.01            $
        (0.36)   $
         (0.28)


               Shares                      86.8                                                89.2                                   85.7           85.7


               Cash                                  $
        55.0                                                        $
       65.0              $
        55.0      $
         65.0

    ---


                            Non-GAAP
                             Financial
                             Guidance          
     
          Q4 2018                                                                 2018


                                       Low                 High                           Low                             High



                                                                (in millions, except percentages and per share data)


               Net Revenue                         $
         105.0                                                      $
       118.0           $
      396.0  $
      409.0


                         Video                      $
         80.0                                                       $
       83.0           $
      304.0  $
      307.0


                         Cable Access               $
         25.0                                                       $
       35.0            $
      92.0  $
      102.0


    Gross Margin                           49.0                                           50.0                                       52.5       53.0
     %                                       %                                             %                                         %         %


               Operating
                Expenses                            $
         49.0                                                       $
       50.0           $
      192.5  $
      193.5


               Operating
                Income                               $
         2.2                                                        $
       9.6            $
      15.1   $
      22.5


               Tax Rate                      16                                             16                                         16         16
                                              %                                             %                                         %         %


               EPS                                  $
         0.01                                                       $
       0.07            $
      0.09   $
      0.16


               Shares                      89.2                                           89.2                                       86.9       86.9


               Cash                                 $
         55.0                                                       $
       65.0            $
      55.0   $
      65.0

    ---



               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, October 29, 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 7595808). 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 7595808).

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 cable access 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® 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, segment revenue, gross profit, operating expenses, income (loss) from operations, non-operating expenses, 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.

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, as well as on Cable Access segment revenue.

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 and gain (loss) from sale 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)






                                                            September 28, 2018                                            December 31, 2017

                                                                                                                                        ---


     
                ASSETS



     Current assets:


         Cash and cash equivalents                                                $
              61,654                                                      $
       57,024


         Accounts receivable, net                                       77,986                                                                    69,844



        Inventories                                                    23,333                                                                    25,976


         Prepaid expenses and other
          current assets                                                24,226                                                                    18,931



      Total current assets                                             187,199                                                                   171,775


      Property and equipment, net                                       24,151                                                                    29,265



     Goodwill                                                         241,512                                                                   242,827



     Intangibles, net                                                  14,938                                                                    21,279


      Other long-term assets                                            38,624                                                                    42,913




     Total assets                                                               $
              506,424                                                     $
       508,059



                   LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:


         Other debts and capital lease
          obligations, current                                                     $
              7,677                                                       $
       7,610



        Accounts payable                                               29,354                                                                    33,112


         Income taxes payable                                              830                                                                       233



        Deferred revenue                                               48,679                                                                    52,429


         Accrued and other current
          liabilities                                                   50,734                                                                    48,705



      Total current liabilities                                        137,274                                                                   142,089


      Convertible notes, long-term                                     113,230                                                                   108,748


      Other debts and capital lease
       obligations, long-term                                           13,155                                                                    15,336


      Income taxes payable, long-
       term                                                                747                                                                       917


      Other non-current liabilities                                     18,989                                                                    22,626




     Total liabilities                                                283,395                                                                   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; 86,687 and 82,554
          shares issued and outstanding
          at September 28, 2018 and
          December 31, 2017,
          respectively                                                      87                                                                        83


         Additional paid-in capital                                  2,293,174                                                                 2,272,690


         Accumulated deficit                                       (2,070,746)                                                              (2,057,812)


         Accumulated other
          comprehensive income                                             514                                                                     3,382



      Total stockholders' equity                                       223,029                                                                   218,343



      Total liabilities and
       stockholders' equity                                                      $
              506,424                                                     $
       508,059


                                                                                             
              
                Harmonic Inc.


                                                                        
              
              Preliminary Condensed Consolidated Statements of Operations


                                                                              
            
                (Unaudited, in thousands, except per share data)






                                                     Three months ended                                                                                         Nine months ended


                               September 28,                            September 29,                                     September 28,                                   September 29,
                                        2018                                      2017                                               2018                                             2017

                                                                                                                                                                                    ---


     Revenue:



     Product                                 $
      62,803                                                                                     $
              58,161                               $
        178,776      $
         158,657



     Service                         37,813                                              33,853                                                                                  111,127             98,615



      Total net revenue              100,616                                              92,014                                                                                  289,903            257,272



     Cost of revenue:



     Product                         33,224                                              27,736                                                                                   91,084             85,843



     Service                         17,290                                              17,253                                                                                   49,931             50,181



      Total cost of
       revenue                        50,514                                              44,989                                                                                  141,015            136,024



         Gross profit                 50,102                                              47,025                                                                                  148,888            121,248



     Operating expenses:


         Research and
          development                 22,251                                              21,289                                                                                   67,250             73,226


         Selling, general
          and administrative          29,723                                              37,121                                                                                   88,874            104,377


         Amortization of
          intangibles                    792                                                 793                                                                                    2,396              2,347


         Restructuring and
          related charges                987                                               2,028                                                                                    2,704              4,084



            Total operating
             expenses                 53,753                                              61,231                                                                                  161,224            184,034


      Loss from
       operations                    (3,651)                                           (14,206)                                                                                (12,336)          (62,786)


      Interest expense,
       net                           (2,872)                                            (2,794)                                                                                 (8,492)           (8,064)


      Other expense, net               (365)                                              (498)                                                                                   (698)           (1,828)



      Loss before income
       taxes                         (6,888)                                           (17,498)                                                                                (21,526)          (72,678)


      Provision for
       (benefit from)
       income taxes                      870                                             (1,915)                                                                                   2,839            (1,568)




     Net loss                               $
      (7,758)                                                                                  $
              (15,583)                             $
        (24,365)    $
         (71,110)




     Net loss per share:


         Basic and diluted                    $
      (0.09)                                                                                    $
              (0.19)                               $
        (0.29)      $
         (0.88)



      Shares used in per share
       calculation:


         Basic and diluted            86,321                                              81,445                                                                                   85,188             80,618


                                                               
              
                Harmonic Inc.


                                             
              
           Preliminary Condensed Consolidated Statements of Cash Flows


                                                            
           
                (Unaudited, in thousands)






                                                                                               Nine months ended


                                                              September 28,                                                 September 29,
                                                                       2018                                                           2017

                                                                                                                                      ---

                   Cash flows from operating activities:



     Net loss                                                                $
              (24,365)                                                  $
        (71,110)


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


         Amortization of
          intangibles                                                 6,281                                                                   6,232


         Depreciation                                                 9,910                                                                  11,045


         Stock-based
          compensation                                               14,202                                                                  11,107


         Amortization of
          discount on
          convertible debt                                            4,482                                                                   4,060


         Amortization of non-
          cash warrant                                                1,185                                                                      38


         Restructuring, asset
          impairment and loss
          on retirement of
          fixed assets                                                1,105                                                                     565


         Deferred income taxes                                        1,056


         Foreign currency
          adjustments                                               (1,034)                                                                  1,795


         Provision for excess
          and obsolete
          inventories                                                 1,259                                                                   5,578


         Allowance for doubtful
          accounts, returns and
          discounts                                                   1,357                                                                   4,309


         Other non-cash
          adjustments, net                                              286                                                                     298


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


            Accounts receivable                                     (9,585)                                                                 11,367


            Inventories                                                 997                                                                   6,188


            Prepaid expenses and
             other assets                                             2,507                                                                   6,702


            Accounts payable                                        (4,032)                                                                  2,129


            Deferred revenue                                          1,783                                                                 (1,098)


            Income taxes payable                                        461                                                                 (2,122)


            Accrued and other
             liabilities                                            (2,188)                                                                (3,053)



      Net cash provided by
       (used in) operating
       activities                                                     5,667                                                                 (5,970)



                   Cash flows from investing activities:


         Proceeds from
          maturities of
          investments                                                     -                                                                  3,106


         Proceeds from sale of
          investments                                                   104                                                                   3,792


         Purchases of property
          and equipment                                             (4,703)                                                                (9,075)


      Net cash used in
       investing activities                                         (4,599)                                                                (2,177)



                   Cash flows from financing activities:


        Proceeds from other
         debts and capital
         leases                                                       5,066                                                                   6,344


        Repayment of other
         debts and capital
         leases                                                     (6,568)                                                                (7,008)


         Proceeds from common
          stock issued to
          employees                                                   4,299                                                                   4,697


         Payment of tax
          withholding
          obligations related
          to net share
          settlements of
          restricted stock
          units                                                       (166)                                                                (2,757)



      Net cash provided by
       financing activities                                           2,631                                                                   1,276



      Effect of exchange
       rate changes on cash,
       cash equivalents and
       restricted cash                                                (580)                                                                  1,471



      Net increase
       (decrease) in cash,
       cash equivalents and
       restricted cash                                                3,119                                                                 (5,400)


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



      Cash, cash equivalents
       and restricted cash
       at end of period                                                         $
              61,876                                                     $
        52,020





                   Reconciliation of cash, cash
                    equivalents, and restricted cash to the
                    condensed consolidated balance sheets


      Cash and cash
       equivalents                                                              $
              61,654                                                     $
        50,039


      Restricted cash
       included in prepaid
       expenses and other
       current assets                                                   222                                                                     803


      Restricted cash
       included in other
       long-term assets                                                   -                                                                  1,178


                       Total cash, cash
                        equivalents and
                        restricted cash                                         $
              61,876                                                     $
        52,020

The accompanying notes are an integral part of these condensed consolidated financial statements.


                                                                                                                                               
          
                Harmonic Inc.


                                                                                                                                         
           
            Preliminary Revenue Information


                                                                                                                                     
           
         (Unaudited, in thousands, except percentages)






                                                                                       
       
         Three months ended


                                 
      
     September 28, 2018                           
         
       June 29, 2018                                                                
              
                September 29, 2017


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

                                                                                                                                                                                                                              ---


     
                Product


      Video Products                   $
              45,781     
       $                                               $
      45,781            45%                                                                    $
        50,441                
      $                    $
       50,441                51%                  $
       54,175     
     $          $
       54,175       59%


      Cable Access           17,022                       518               17,540                           17%               10,159                             117                                                   10,276                 10%           3,986                 $
     (163)          3,823                      4%


      Services and
       Support               37,813                       272               38,085                           38%               38,560                             167                                                   38,727                 39%          33,853           (215)            33,638             37%

                                                                                                                                                                                                                                                                                                           ---

      Total                           $
              100,616               $
        790                                 $
      101,406           100%                                                                    $
        99,160                       $
     284            $
       99,444               100%                  $
       92,014       $
     (378)   $
       91,636      100%

                                                                                                                                                                                                                                                                                                                                                              ===




     
                Geography


      Americas                         $
              54,119               $
        790                                  $
      54,909            54%                                                                    $
        52,918                       $
     284            $
       53,202                53%                  $
       48,656       $
     (378)   $
       48,278       53%



     EMEA                   26,316                                        26,316                           26%               31,676                                                                                  31,676                 32%          27,528                            27,528             30%



     APAC                   20,181                                        20,181                           20%               14,566                                                                                  14,566                 15%          15,830                            15,830             17%

                                                                                                                                                                                                                                                                                                           ---

      Total                           $
              100,616               $
        790                                 $
      101,406           100%                                                                    $
        99,160                       $
     284            $
       99,444               100%                  $
       92,014       $
     (378)   $
       91,636      100%

                                                                                                                                                                                                                                                                                                                                                              ===




     
                Market


      Service
       Provider                        $
              66,737               $
        790                                  $
      67,527            67%                                                                    $
        54,142                       $
     284            $
       54,426                55%                  $
       50,410       $
     (378)   $
       50,032       55%


      Broadcast and
       Media                 33,879                                        33,879                           33%               45,018                                                                                  45,018                 45%          41,604                            41,604             45%



      Total                           $
              100,616               $
        790                                 $
      101,406           100%                                                                    $
        99,160                       $
     284            $
       99,444               100%                  $
       92,014       $
     (378)   $
       91,636      100%

                                                                                                                                                                                                                                                                                                                                                              ===


                                                            
       
           Nine months ended


                                 
       
     September 28, 2018                                  
              
     September 29, 2017


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



                   Product


      Video Products                    $
              143,634  
       $                                                                   $
      143,634          49%       $
      144,419           
     $           $
       144,419   56%


      Cable Access            35,143                           702                          35,845                                             12%      14,238   28                14,266            6%


      Services and
       Support               111,126                           483                         111,609                                             39%      98,615  121                98,736           38%



      Total                             $
              289,903          $
         1,185                                                     $
      291,088         100%       $
      257,272              $
      149     $
       257,421  100%





                   Geography


      Americas                          $
              155,893          $
         1,185                                                     $
      157,078          54%       $
      127,173               $
      38     $
       127,211   49%



     EMEA                    81,194                                                       81,194                                             28%      77,920  111                78,031           30%



     APAC                    52,816                                                       52,816                                             18%      52,179                    52,179           21%



      Total                             $
              289,903          $
         1,185                                                     $
      291,088         100%       $
      257,272              $
      149     $
       257,421  100%





                   Market


      Service
       Provider                         $
              173,096          $
         1,185                                                     $
      174,281          60%       $
      144,858               $
      38     $
       144,896   56%


      Broadcast and
       Media                 116,807                                                      116,807                                             40%     112,414  111               112,525           44%



      Total                             $
              289,903          $
         1,185                                                     $
      291,088         100%       $
      257,272              $
      149     $
       257,421  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 September 28, 2018


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

                                                                                                       (non-GAAP)

                                                                                                                                                                                                                 ---

                  Net revenue                 $
      73,344                                                                    $
              28,062                                                                       $
         101,406                              $
         (790) *  $
       100,616


                  Gross profit        41,937                                 10,871                                                                                                52,808                                    (2,706)                    50,102


    Gross margin%                     57.2                                   38.7                                                                                                  52.1                                                     49.8
                                   
           %                            
            %                                                                                           
            %                                                
          %


                  Operating
                   income (loss)       5,258                                    395                                                                                                 5,653                                    (9,304)                   (3,651)


    Operating                            7.2                                    1.4                                                                                                   5.6                                                    (3.6)
     margin%                     
           %                            
            %                                                                                           
            %                                                
          %


                                                                                      
       
              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              6,239                                    540                                                                                                 6,779                                    (6,137)                       642


    Operating                            7.9                                    2.7                                                                                                   6.8                                                      0.6
     margin%                     
           %                            
            %                                                                                           
            %                                                       %


                                                                                    
       
              Three months ended September 29, 2017


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

                                                                                                       (non-GAAP)

                                                                                                                                                                                                                 ---

                  Net revenue                 $
      84,155                                                                     $
              7,481                                                                        $
         91,636                                $
         378  *   $
       92,014


                  Gross profit        48,283                                    686                                                                                                48,969                                    (1,944)                    47,025


    Gross margin%                     57.4                                    9.2                                                                                                  53.4                                                     51.1
                                   
           %                            
            %                                                                                           
            %                                                
          %


                  Operating
                   income (loss)       7,009                                (5,735)                                                                                                1,274                                   (15,480)                  (14,206)


    Operating                            8.3                                 (76.7)
     margin%                     
           %                                                                                                                                 
            %                                                
          %
                                                                                 %                                                                                                  1.4                                                   (15.4)


                                                                                    
       
              Nine months ended September 28, 2018


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

                                                                                                       (non-GAAP)

                                                                                                                                                                                                                 ---

                  Net revenue                $
      224,300                                                                    $
              66,788                                                                       $
         291,088                            $
         (1,185) *  $
       289,903


                  Gross profit       126,721                                 29,698                                                                                               156,419                                    (7,531)                   148,888


    Gross margin%                     56.5                                   44.5                                                                                                  53.7                                                     51.4
                                   
           %                            
            %                                                                                           
            %                                                
          %


                  Operating
                   income (loss)      13,492                                  (578)                                                                                               12,914                                   (25,250)                  (12,336)


    Operating                            6.0                                  (0.9)                                                                                                  4.4                                                    (4.3)
     margin%                     
           %                            
            %                                                                                           
            %                                                
          %


                                                                                    
       
              Nine months ended September 29, 2017


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

                                                                                                       (non-GAAP)

                                                                                                                                                                                                                 ---

                  Net revenue                $
      231,987                                                                    $
              25,434                                                                       $
         257,421                              $
         (149) *  $
       257,272


                  Gross profit       126,887                                  5,011                                                                                               131,898                                   (10,650)                   121,248


    Gross margin%                     54.7                                   19.7                                                                                                  51.2                                                     47.1
                                   
           %                            
            %                                                                                           
            %                                                
          %


                  Operating loss     (7,663)                              (18,810)                                                                                             (26,473)                                  (36,313)                  (62,786)


    Operating                          (3.3)                                (74.0)
     margin%                     
           %                                                                                                                                 
            %                                                
          %
                                                                                 %                                                                                               (10.3)                                                  (24.4)



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




               * These non-GAAP adjustments are for
                warrant amortization for the
                respective periods and relate to our
                Cable Access segment. After applying
                these adjustments to the non-GAAP
                revenue for the Cable Access segment,
                our GAAP revenue for the Cable Access
                segment for the three and nine months
                ended September 28, 2018 was $27,272
                and $65,603, respectively; the GAAP
                revenue for the three and nine months
                ended September 29, 2017 was $7,859
                and $25,285, respectively; and the
                GAAP revenue for the three months
                ended June 29, 2018 was $19,952.


                                                                                                                                               
              
                Harmonic Inc.


                                                                                                                               
              
                GAAP to Non-GAAP Reconciliations (Unaudited)


                                                                                                                           
              
                (In thousands, except percentages and per share data)






                                                                                                           
       
               Three months ended September 28, 2018


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

                                                                                                                                                                                                           ---

                 GAAP                                                    $
            100,616                                                                $
              50,102                                                        $
        53,753                $
            (3,651)             $
       (3,237)   $
         (7,758)


      Accounting impact
       related to warrant
       amortization                                               790                                   790                                                                                                                  790                                              790


      Stock-based
       compensation                                                 -                                  614                                                           (4,819)                                              5,433                                            5,433


      Amortization of
       intangibles                                                  -                                1,295                                                             (792)                                              2,087                                            2,087


      Restructuring and
       related charges                                              -                                    7                                                             (987)                                                994                                              994


      Loss on equity
       investments                                                  -                                                                                                                                                                                    72                  72


      Non-cash interest
       expenses related to
       convertible notes                                            -                                                                                                                                                                                 1,528               1,528


      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                                  -                                                                                                                                                                                                      227


                 Total adjustments                                790                                 2,706                                                           (6,598)                                              9,304                         1,600              11,131



                 Non-GAAP                                                $
            101,406                                                                $
              52,808                                                        $
        47,155                  $
            5,653              $
       (1,637)     $
         3,373



                                          As a % of revenue (GAAP)                                                                                                 49.8                                                53.4                         (3.6)              (3.2)
                                                                                                                                                                 
            %                                         
            %                   
            %                        
            %
                                                                                                                                                                                                                                                                             %          (7.7)


                                      As a % of revenue (Non-GAAP)                                                                                                 52.1                                                46.5                           5.6               (1.6)
                                                                                                                                                                 
            %                                         
            %                   
            %                        
            %
                                                                                                                                                                                                                                                                             %            3.3




                 Diluted net income (loss) per share:


      Diluted net loss per share-GAAP                                                                                                                                                                          $
         (0.09)



      Diluted net income per share-Non-
       GAAP                                                                                                                                                                                                      $
         0.04



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



     GAAP                                                                                                                                                                                            86,321




     Non-GAAP                                                                                                                                                                                        87,770





                                                                                                             
       
               Three months ended June 29, 2018


                                                              Revenue         Gross Profit           Total                     Income                            Total Non-                              Net
                                                                                           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
       investment                                                   -                                                                                                                                                                                 (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 September 29, 2017


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

                                                                                                                                                                                                           ---

                 GAAP                                                     $
            92,014                                                                $
              47,025                                                        $
        61,231               $
            (14,206)             $
       (3,292)  $
         (15,583)


      Accounting impact
       related to warrant
       amortization                                             (378)                                (378)                                                                                                               (378)                                           (378)


      Stock-based
       compensation                                                 -                                  478                                                           (3,242)                                              3,720                                            3,720


      Amortization of
       intangibles                                                  -                                1,295                                                             (793)                                              2,088                                            2,088


      Restructuring and
       related charges                                              -                                  549                                                           (2,028)                                              2,577                                            2,577


      TVN acquisition-and
       integration-
       related costs                                                -                                                                                                 (117)                                                117                                              117


      Avid litigation
       settlement and
       associated legal
       fees                                                         -                                                                                               (7,356)                                              7,356                                            7,356


      Non-cash interest
       expenses related to
       convertible notes                                            -                                                                                                                                                                                 1,384               1,384


      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                                  -                                                                                                                                                                                                  (1,820)



                 Total adjustments                                         $
            (378)                                                                $
              1,944                                                      $
        (13,536)                $
            15,480                $
       1,384     $
         15,044



                 Non-GAAP                                                 $
            91,636                                                                $
              48,969                                                        $
        47,695                  $
            1,274              $
       (1,908)     $
         (539)



                                          As a % of revenue (GAAP)                                                                                                 51.1                                                66.5                        (15.4)              (3.6)         (16.9)
                                                                                                                                                                 
            %                                         
            %
                                                                                                                                                                                                                                                          %                  %              %


                                      As a % of revenue (Non-GAAP)                                                                                                 53.4                                                52.0                           1.4               (2.1)
                                                                                                                                                                 
            %                                         
            %                   
            %                        
            %
                                                                                                                                                                                                                                                                             %          (0.6)




                 Diluted net loss per share:


      Diluted net loss per share-GAAP                                                                                                                                                                          $
         (0.19)



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



                 Shares used to compute diluted net
                  loss per share:



     GAAP and Non-GAAP                                                                                                                                                                               81,445





                                                                                                           
       
               Nine months ended September 28, 2018


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

                                                                                                                                                                                                           ---

                 GAAP                                                    $
            289,903                                                               $
              148,888                                                       $
        161,224               $
            (12,336)             $
       (9,190)  $
         (24,365)


      Accounting impact
       related to warrant
       amortization                                             1,185                                 1,185                                                                                                                1,185                                            1,185


      Stock-based
       compensation                                                 -                                1,577                                                          (12,625)                                             14,202                                           14,202


      Amortization of
       intangibles                                                  -                                3,885                                                           (2,396)                                              6,281                                            6,281


      Restructuring and
       related charges                                              -                                  884                                                           (2,704)                                              3,588                                            3,588


      Gain on equity
       investments                                                  -                                                                                                                                                                                 (111)              (111)


      Non-cash interest
       expenses related to
       convertible notes                                            -                                                                                                                                                                                 4,483               4,483


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


      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                                  -                                                                                                                                                                                                    1,543


                 Total adjustments                                         $
            1,185                                                                 $
              7,531                                                      $
        (17,719)                $
            25,250                $
       4,372     $
         31,165


                 Non-GAAP                                                $
            291,088                                                               $
              156,419                                                       $
        143,505                 $
            12,914              $
       (4,818)     $
         6,800



                                          As a % of revenue (GAAP)                                                                                                 51.4                                                55.6                         (4.3)              (3.2)
                                                                                                                                                                 
            %                                         
            %                   
            %                        
            %
                                                                                                                                                                                                                                                                             %          (8.4)


                                      As a % of revenue (Non-GAAP)                                                                                                 53.7                                                49.3                           4.4               (1.7)
                                                                                                                                                                 
            %                                         
            %                   
            %                        
            %
                                                                                                                                                                                                                                                                             %            2.3




                 Diluted net income (loss) per share:


      Diluted net loss per share-GAAP                                                                                                                                                                          $
         (0.29)



      Diluted net income per share-Non-
       GAAP                                                                                                                                                                                                      $
         0.08



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



     GAAP                                                                                                                                                                                            85,188




     Non-GAAP                                                                                                                                                                                        85,962





                                                                                                           
       
               Nine months ended September 29, 2017


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

                                                                                                                                                                                                           ---

                 GAAP                                                    $
            257,272                                                               $
              121,248                                                       $
        184,034               $
            (62,786)             $
       (9,892)  $
         (71,110)


      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                                                38                                    38                                                                                                                   38                                               38


      Stock-based
       compensation                                                 -                                1,623                                                           (9,484)                                             11,107                                           11,107


      Amortization of
       intangibles                                                  -                                3,885                                                           (2,347)                                              6,232                                            6,232


      Restructuring and
       related charges                                              -                                1,335                                                           (4,084)                                              5,419                                            5,419


      TVN acquisition-and
       integration-
       related costs                                                -                                  342                                                           (2,392)                                              2,734                                            2,734


      Avid litigation
       settlement and
       associated legal
       fees                                                         -                                                                                               (7,356)                                              7,356                                            7,356


      Non-cash interest
       expenses related to
       convertible notes                                            -                                                                                                                                                                                 4,060               4,060


      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                                  -                                                                                                                                                                                                    3,278


                 Total adjustments                                149                                10,650                                                          (25,663)                                             36,313                         4,060              43,651


                 Non-GAAP                                                $
            257,421                                                               $
              131,898                                                       $
        158,371               $
            (26,473)             $
       (5,832)  $
         (27,459)



                                          As a % of revenue (GAAP)                                                                                                 47.1                                                71.5                        (24.4)              (3.8)         (27.6)
                                                                                                                                                                 
            %                                         
            %
                                                                                                                                                                                                                                                          %                  %              %


                                      As a % of revenue (Non-GAAP)                                                                                                 51.2                                                61.5                        (10.3)              (2.3)         (10.7)
                                                                                                                                                                 
            %                                         
            %
                                                                                                                                                                                                                                                          %                  %              %




                 Diluted net loss per share:


      Diluted net loss per share-GAAP                                                                                                                                                                          $
         (0.88)



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



                 Shares used to compute diluted net
                  loss per share:



     GAAP and Non-GAAP                                                                                                                                                                               80,618


                                                                                              
              
                Harmonic Inc.


                                                                          
              
                GAAP to Non-GAAP Reconciliations on Financial Guidance


                                                                           
              
                (In millions, except percentages and per share data)






                                            
              
                Q4 2018 Financial Guidance


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

                                                                                                                                                                                                                                       ---

                 GAAP                     
              $104.7 to $117.7       
              $50.3 to $56.7       
              $52.5 to $53.5             
              $(3.2) to $4.2                          $(3.2)      
              $(6.9) to $0.5


      Accounting impact
       related to warrant
       amortization                                               0.3                              0.3                                                                    0.3                                                             0.3


      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                                             -                                                                                                                                             
              $(0.8) to 0.4

                                                                                                                                                                                                                                       ---

                 Total adjustments                                0.3                              1.9                            (3.5)                                   5.4                              1.6         
              $6.2 to $7.4



                 Non-GAAP                 
              $105.0 to $118.0       
              $52.2 to $58.6       
              $49.0 to $50.0               
              $2.2 to $9.6                          $(1.6)        
              $0.5 to $6.7

                                                                                                                                                                                                                                       ===

                                          As a % of revenue (GAAP)                   48.0% to 48.5%                 44.6% to 51.1%                       (3.1)% to 3.6%                         (3.0)%                 (6.6)% to 0.4%


                                      As a % of revenue (Non-GAAP)                   49.0% to 50.0%                 41.5% to 47.6%                         2.1% to 8.1%                         (1.5)%                   0.5% to 5.7%


                 Diluted net income (loss) per share:



     Diluted net loss per share-GAAP                                                                                                                                           
            $(0.08) to $0.01



      Diluted net income per share-Non-GAAP                                                                                                                                       
            $0.01 to $0.07


                 Shares used to compute diluted net loss per
                  share:



     GAAP                                                                                                                                                                                           86.8


                 Shares used to compute diluted net income per
                  share:



     GAAP and Non-GAAP                                                                                                                                                                              89.2



                                             
              
                2018 Financial Guidance


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

                                                                                                                                                                                                                                       ---

                 GAAP                     
              $394.5 to $407.5     
              $199.1 to $205.5     
              $213.7 to $214.7          
              $(15.6) to $(8.2)                         $(12.3)    
            $(31.2) to $(23.8)


      Accounting impact
       related to warrant
       amortization                                               1.5                              1.5                                                                    1.5                                                             1.5


      Stock-based
       compensation                                                 -                             1.9                           (15.3)                                  17.2                                                            17.2


      Amortization of
       intangibles                                                  -                             5.2                            (3.2)                                   8.4                                                             8.4


      Restructuring and
       related charges                                              -                             0.9                            (2.7)                                   3.6                                                             3.6


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


      Gain on equity
       investment                                                   -                                                                                                                                 (0.1)                          (0.1)


      Tax effect of non-
       GAAP adjustments                                             -                                                                                                                                               
              $0.7 to 1.9

                                                                                                                                                                                                                                       ---

                 Total adjustments                                1.5                              9.5                           (21.2)                                  30.7                              6.0       
              $37.4 to $38.6



                 Non-GAAP                 
              $396.0 to $409.0     
              $208.6 to $215.0     
              $192.5 to $193.5             
              $15.1 to $22.5                          $(6.3)       
              $7.4 to $13.6

                                                                                                                                                                                                                                       ===

                                          As a % of revenue (GAAP)                   50.0% to 50.5%                 52.4% to 54.4%                     (4.0)% to (2.0)%                         (3.0)%               (7.9)% to (5.8)%


                                      As a % of revenue (Non-GAAP)                   52.5% to 53.0%                 47.1% to 48.9%                         3.8% to 5.5%                         (1.5)%                   1.9% to 3.3%


                 Diluted net income (loss) per share:



     Diluted net loss per share-GAAP                                                                                                                                         
            $(0.36) to $(0.28)



      Diluted net income per share-Non-GAAP                                                                                                                                       
            $0.09 to $0.16


                 Shares used to compute diluted net loss per
                  share:



     GAAP                                                                                                                                                                                           85.7


                 Shares used to compute diluted net income per
                  share:



     Non-GAAP                                                                                                                                                                                       86.9

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SOURCE Harmonic Inc.