SAN JOSE, Calif., July 31, 2017 /PRNewswire/ -- Harmonic Inc. (NASDAQ: HLIT), the worldwide leader in video delivery infrastructure, announced today its unaudited results for the second quarter of 2017.

GAAP net revenue for the second quarter of 2017 was $82.3 million, compared with $82.9 million for the first quarter of 2017 and $109.6 million for the second quarter of 2016.

Non-GAAP net revenue for the second quarter of 2017 was $82.3 million, compared with $83.5 million for the first quarter of 2017 and $110.4 million for the second quarter of 2016.

Bookings for the second quarter of 2017 were $91.1 million, compared with $82.1 million for the first quarter of 2017 and $117.3 million for the second quarter of 2016.

The GAAP net loss for the second quarter of 2017 was $(31.5) million, or $(0.39) per diluted share, compared with a GAAP net loss for the first quarter of 2017 of $(24.0) million, or $(0.30) per diluted share, and a GAAP net loss of $(20.7) million, or $(0.27) per diluted share, for the second quarter of 2016.

The non-GAAP net loss for the second quarter of 2017 was $(15.7) million, or $(0.20) per diluted share, compared with non-GAAP net loss for the first quarter of 2017 of $(11.2) million, or $(0.14) per diluted share, and a non-GAAP net loss of $(0.2) million, or $0.00 per diluted share, for the second quarter of 2016. See "Use of Non-GAAP Financial Measures" and "GAAP to Non-GAAP Reconciliations" below.

Total cash, cash equivalents and short-term investments were $52.9 million at the end of the second quarter of 2017, down $2.4 million from $55.3 million at the end of the prior quarter.

"Market demand for video infrastructure delivered through SaaS is accelerating," said Patrick Harshman, president and chief executive officer of Harmonic. "During Q2 2017, with respect to our OTT SaaS business, TCV grew 90% sequentially to 8% of total bookings, reducing near-term revenue and profitability but establishing a trajectory for stronger financial performance mid- to long-term. Additionally, recent material CableOS bookings and field deployment success bolster our confidence in the growth outlook for our Cable Edge segment."



    Outlook and Financial Guidance


    GAAP Financial
     Guidance                                   Q3 2017                                   Q4 2017                                 2017
    --------------

                           Low       High               Low                    High                    Low       High
                           ---       ----               ---                    ----                    ---       ----

                                                            (in millions, except percentages and per share data)

    Net Revenue                                $80.0                                      $90.0                           $90.0                      $100.0                     $335.5         $355.5
                                               -----                                      -----                           -----                      ------                     ------         ------

                  Video                          $72.0                                      $81.0                           $80.0                       $86.0                     $299.9         $314.9

                  Cable Edge                      $8.0                                       $9.0                           $10.0                       $14.0                      $35.6          $40.6

    Gross Margin %                 48.0%                        49.0%                               50.0%             51.0%            47.0%                  48.0%
                                      ----                          ----                                 ----               ----              ----                    ----

                  Video                52.0%                        53.0%                               52.0%             54.0%            51.0%                  52.0%

                  Cable Edge           19.0%                        20.0%                               26.0%             28.0%            13.0%                  14.0%

    Operating
     Expenses                                  $55.7                                      $57.7                           $53.7                       $55.7                     $232.5         $236.5

    Operating Loss                           $(19.3)                                   $(11.3)                        $(10.8)                     $(2.3)                   $(79.3)       $(62.3)

    Tax benefit
     (expense)                                  $1.7                                       $1.7                          $(0.7)                     $(0.7)                      $0.6           $0.6

    EPS                                      $(0.25)                                   $(0.16)                        $(0.18)                    $(0.07)                   $(1.11)       $(0.94)

    Shares                            81.4                          81.4                                 82.0               82.0              81.0                    81.0

    Cash and short-
     term
     investments                               $40.0                                      $50.0                           $40.0                       $50.0                      $40.0          $50.0


    Non-GAAP
     Financial
     Guidance                              Q3 2017                               Q4 2017                                   2017
    ----------

                           Low       High               Low                    High                    Low       High
                           ---       ----               ---                    ----                    ---       ----

                                                            (in millions, except percentages and per share data)

    Net Revenue                                $80.0                                      $90.0                           $90.0                      $100.0                     $336.0         $356.0
                                               -----                                      -----                           -----                      ------                     ------         ------

                  Video                          $72.0                                      $81.0                           $80.0                       $86.0                     $300.0         $315.0

                  Cable Edge                      $8.0                                       $9.0                           $10.0                       $14.0                      $36.0          $41.0

    Gross Margin %                 51.0%                        52.0%                               52.0%             53.5%            51.0%                  51.5%
                                      ----                          ----                                 ----               ----              ----                    ----

                  Video                55.0%                        56.0%                               55.0%             57.0%            54.0%                  55.0%

                  Cable Edge           20.0%                        21.0%                               27.0%             29.0%            24.0%                  25.0%

    Operating
     Expenses                                  $48.0                                      $50.0                           $48.0                       $50.0                     $207.0         $211.0

    Operating
     Income (Loss)                            $(9.0)                                    $(1.0)                         $(3.0)                       $5.5                    $(40.0)       $(23.0)

    Tax rate                           15%                          15%                                 15%               15%              15%                    15%

    EPS                                      $(0.11)                                   $(0.03)                        $(0.05)                      $0.04                    $(0.50)       $(0.33)

    Shares                            81.4                          81.4                                 82.0               84.0              81.0                    81.0

    Cash and short-
     term
     investments                               $40.0                                      $50.0                           $40.0                       $50.0                      $40.0          $50.0

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. Pacific (5:00 p.m. Eastern) on Monday, July 31, 2017. A listen-only broadcast of the conference call can be accessed either from the Company's website at www.harmonicinc.com or by calling +1.800.240.9147 or +1.574.990.1032 (passcode 53385607). A replay of the conference call will be available after 4:30 p.m. Pacific at the same website address or by calling +1.855.859.2056 or +1.404.537.3406 (passcode 53385607).

About Harmonic Inc.

Harmonic (NASDAQ: HLIT) is the worldwide leader in video delivery infrastructure for emerging television and video services. Harmonic enables customers to produce, deliver, and monetize amazing video experiences, with unequalled business agility and operational efficiency, by providing market-leading innovation, high-quality service, and compelling total-cost-of-ownership. 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 loss, non-GAAP tax rate and non-GAAP EPS for the third and fourth quarter of 2017 and for the fiscal year ended December 31, 2017, share count, cash and short-term investments at the end of the third and fourth quarter of 2017 and December 31, 2017, accelerating market demand for video infrastructure delivered through SaaS, the trajectory of our future financial performance, and the growth of our Cable Edge segment. Our expectations regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, in no particular order, the following: the trends toward more high-definition, on-demand and anytime, anywhere video will not continue to develop at its current pace or will expire; the possibility that our products will not generate sales that are commensurate with our expectations or that our cost of revenue or operating expenses may exceed our expectations; the mix of products and services sold in various geographies and the effect it has on gross margins; delays or decreases in capital spending in the cable, satellite, telco, broadcast and media industries; customer concentration and consolidation; the impact of general economic conditions on our sales and operations; our ability to develop new and enhanced products in a timely manner and market acceptance of our new or existing products; losses of one or more key customers; risks associated with our international operations; exchange rate fluctuations of the currencies in which we conduct business; risks associated with our CableOS(TM) and VOS(TM) product solutions; dependence on market acceptance of various types of broadband services, on the adoption of new broadband technologies and on broadband industry trends; inventory management; the lack of timely availability of parts or raw materials necessary to produce our products; the impact of increases in the prices of raw materials and oil; the effect of competition, on both revenue and gross margins; difficulties associated with rapid technological changes in our markets; risks associated with unpredictable sales cycles; our dependence on contract manufacturers and sole or limited source suppliers; and the effect on our business of natural disasters. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in Harmonic's filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K for the year ended December 31, 2016, our most recent Quarterly Report on Form 10-Q and our Current Reports on Form 8-K. The forward-looking statements in this press release are based on information available to the Company as of the date hereof, and Harmonic disclaims any obligation to update any forward-looking statements.

Use of Non-GAAP Financial Measures

The Company reports its financial results in accordance with accounting principles generally accepted in the United States ("GAAP" or referred to herein as "reported"). However, management believes that certain non-GAAP financial measures provide management and other users with additional meaningful financial information that should be considered when assessing our ongoing performance. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business, establish operating budgets, set internal measurement targets and make operating decisions.

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

The Company believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures, provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to, the Company's reported results prepared in accordance with GAAP.

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

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

Total Contract Value (TCV) - TCV bookings for OTT SaaS are comprised of the total value of new customer contracts closed during a specified period, including license, maintenance and services contracts, that we believe to be firm commitments to provide our software solutions and related services. Bookings by their nature are significantly based on estimates and judgments that we make regarding total contract values, and bookings are not meant as a substitute measure for revenue in accordance with GAAP.

Cable Edge Inventory charge - Harmonic from time to time incurs inventory impairment charges associated with material business shifts, such as the repositioning of our Cable Edge 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 of stock-based compensation would have on our operating results. In addition, for comparability purposes, we believe it is useful to provide a non-GAAP financial measure that excludes stock-based compensation in order to better understand the long-term performance of our core business and to facilitate the comparison of our results to the results of our peer companies.

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

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

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

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

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

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

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

Loss on impairment of long-term investments - We exclude the effect of any other-than-temporary impairment of a cost method investment 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.

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




                                                         Harmonic Inc.

                                       Preliminary Condensed Consolidated Balance Sheets

                                       (Unaudited, in thousands, except per share data)


                                                    June 30, 2017                  December 31, 2016

    ASSETS

    Current assets:

       Cash and cash equivalents                                      $52,885                             $55,635

       Short-term investments                                   -                                 6,923

       Accounts receivable, net                            60,427                                 86,765

       Inventories                                         35,130                                 41,193

       Prepaid expenses and other
        current assets                                     24,318                                 26,319
                                                           ------                                 ------

    Total current assets                                  172,760                                216,835

    Property and equipment, net                            31,624                                 32,164

    Goodwill                                              240,570                                237,279

    Intangibles, net                                       25,317                                 29,231

    Other long-term assets                                 37,745                                 38,560
                                                           ------                                 ------

    Total assets                                                     $508,016                            $554,069
                                                                     ========                            ========


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

       Other debts and capital lease
        obligations, current                                           $7,130                              $7,275

       Accounts payable                                    31,322                                 28,892

       Income taxes payable                                 1,349                                  1,166

       Deferred revenue                                    55,165                                 52,414

       Accrued and other current
        liabilities                                        50,272                                 55,150
                                                           ------                                 ------

    Total current liabilities                             145,238                                144,897

    Convertible notes, long-term                          105,935                                103,259

    Other debts and capital lease
     obligations, long-term                                 9,292                                 13,915

    Income taxes payable, long-
     term                                                   2,996                                  2,926

    Deferred tax liabilities,
     long-term                                                258                                      -

    Other non-current liabilities                          16,716                                 18,431
                                                           ------                                 ------

    Total liabilities                                     280,435                                283,428
                                                          -------                                -------


    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; 80,669 and
       78,456 shares issued and
       outstanding at June 30, 2017
       and December 31, 2016,
       respectively                                            81                                     78

       Additional paid-in capital                       2,260,886                              2,254,055

       Accumulated deficit                            (2,030,384)                           (1,976,222)

       Accumulated other
        comprehensive loss                                (3,002)                               (7,270)
                                                           ------                                 ------

    Total stockholders' equity                            227,581                                270,641
                                                          -------                                -------

    Total liabilities and
     stockholders' equity                                            $508,016                            $554,069
                                                                     ========                            ========




                                                                                  Harmonic Inc.

                                                           Preliminary Condensed Consolidated Statements of Operations

                                                                (Unaudited, in thousands, except per share data)


                                           Three months ended                                                Six months ended

                             June 30, 2017               July 1, 2016               June 30, 2017               July 1, 2016
                             -------------               ------------               -------------               ------------

    Revenue:

    Product                                    $50,190                                                 $77,413                    $100,594      $135,057

    Services                        32,125                                  32,158                                      64,664       56,346
                                    ------                                  ------                                      ------       ------

    Total net revenue               82,315                                 109,571                                     165,258      191,403

    Cost of revenue:

    Product                         32,005                                  44,049                                      58,107       71,238

    Services                        16,495                                  14,482                                      32,928       28,471
                                    ------                                  ------                                      ------       ------

    Total cost of
     revenue                        48,500                                  58,531                                      91,035       99,709
                                    ------                                  ------                                      ------       ------

       Gross profit                 33,815                                  51,040                                      74,223       91,694

    Operating expenses:

       Research and
        development                 27,055                                  26,507                                      51,937       50,070

       Selling, general
        and administrative          32,625                                  36,516                                      67,256       69,386

       Amortization of
        intangibles                    780                                   4,232                                       1,554        6,597

       Restructuring and
        related charges                777                                   1,903                                       2,056        4,515
                                       ---                                   -----                                       -----        -----

          Total operating
           expenses                 61,237                                  69,158                                     122,803      130,568

    Loss from
     operations                   (27,422)                               (18,118)                                   (48,580)    (38,874)

    Interest expense,
     net                           (2,680)                                (2,651)                                    (5,270)     (5,072)

    Other Income
     (expense), net                  (819)                                    332                                     (1,330)         323

    Loss on impairment
     of long-term
     investment                          -                                      -                                          -     (1,476)
                                       ---                                    ---                                        ---      ------

    Loss before income
     taxes                        (30,921)                               (20,437)                                   (55,180)    (45,099)

    Provision for
     income taxes                      579                                     242                                         347          760
                                       ---                                     ---                                         ---          ---

    Net loss                                 $(31,500)                                              $(20,679)                  $(55,527)    $(45,859)
                                              ========                                                ========                    ========      ========

    Net loss per share:

       Basic and diluted                       $(0.39)                                                $(0.27)                    $(0.69)      $(0.59)
                                                ======                                                  ======                      ======        ======

    Shares used in per share
     calculation:

       Basic and diluted            80,590                                  77,342                                      80,203       77,168
                                    ======                                  ======                                      ======       ======




                                                  Harmonic Inc.

                           Preliminary Condensed Consolidated Statements of Cash Flows

                                            (Unaudited, in thousands)


                                                          Six months ended

                                           June 30, 2017               July 1, 2016
                                           -------------               ------------

    Cash flows from operating activities:

    Net loss                                               $(55,527)                             $(45,859)

    Adjustments to reconcile net loss to
     net cash provided by (used in)
     operating activities:

       Amortization of
        intangibles                                4,144                                   8,322

       Depreciation                                7,139                                   7,737

       Stock-based
        compensation                               7,387                                   5,862

       Amortization of
        discount on
        convertible debt                           2,676                                   2,417

       Amortization of non-
        cash warrant                                 416                                       -

       Restructuring, asset
        impairment and loss
        on retirement of
        fixed assets                                 228                                   1,687

       Loss on impairment
        of long-term
        investment                                     -                                  1,476

       Deferred income
        taxes                                       (38)                                     38

       Provision for excess
        and obsolete
        inventories                                5,094                                   5,203

       Allowance for
        doubtful accounts,
        returns and
        discounts                                  3,274                                     697

       Other non-cash
        adjustments, net                             189                                     144

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

          Accounts receivable                     23,479                                (16,000)

          Inventories                              2,912                                   3,158

          Prepaid expenses and
           other assets                            5,933                                 (4,148)

          Accounts payable                         1,434                                   2,168

          Deferred revenue                         1,308                                  25,956

          Income taxes payable                       228                                   (122)

          Accrued and other
           liabilities                           (7,662)                                (7,029)
                                                  ------                                  ------

    Net cash provided by
     (used in) operating
     activities                                    2,614                                 (8,293)
                                                   -----                                  ------

    Cash flows from investing activities:

    Acquisition of
     business, net of
     cash acquired                                     -                               (72,989)

       Proceeds from
        maturities and sale
        of investments                             6,898                                  12,842

       Purchases of
        property and
        equipment                                (5,943)                                (7,708)

    Net cash provided by
     (used in) investing
     activities                                      955                                (67,855)
                                                     ---                                 -------

    Cash flows from financing activities:

      Payment of
       convertible debt
       issuance costs                                  -                                  (582)

      Proceeds from other
       debts and capital
       leases                                        164                                   5,972

      Repayment of other
       debts and capital
       leases                                    (6,650)                                (6,524)

       Proceeds from common
        stock issued to
        employees                                  2,117                                   3,737

       Payment of tax
        withholding
        obligations related
        to net share
        settlements of
        restricted stock
        units                                    (2,726)                                (1,034)
                                                  ------                                  ------

    Net cash (used in)
     provided by
     financing
     activities                                  (7,095)                                  1,569
                                                  ------                                   -----

    Effect of exchange
     rate changes on
     cash and cash
     equivalents                                     776                                    (95)
                                                     ---                                     ---

    Net decrease in cash
     and cash
     equivalents                                 (2,750)                               (74,674)

    Cash and cash
     equivalents at
     beginning of period                          55,635                                 126,190
                                                  ------                                 -------

    Cash and cash
     equivalents at end
     of period                                               $52,885                                $51,516
                                                             =======                                =======




                                                                                                                                                           Harmonic Inc.

                                                                                                                                                  Preliminary Revenue Information

                                                                                                                                           (Unaudited, in thousands, except percentages)


                                                                                          Three months ended
                                                                                          ------------------

                                            June 30, 2017                                  March 31, 2017                                                    July 1, 2016
                                            -------------                                  --------------                                                    ------------

                         GAAP      Adjust-            Non-GAAP            GAAP    Adjust-         Non-GAAP                GAAP    Adjust-            Non-GAAP
                                  ments                                        ments(1)                                        ments(1)
                                                                                            ---                                           ---                                         ---

    Product

    Video Products                  $44,824                      $      -                        $44,824              54%                              $45,518                             $               -                               $45,518                 55%                         $61,662                       $205                      $61,867          56%

    Cable Edge              5,366                        -          5,366                  7%                 4,886             191                        5,077                            6%                      15,751                          $                -             15,751                 14%

    Services and
     Support               32,125                        -         32,125                 39%                32,539             336                       32,875                           39%                      32,158                        575              32,733                 30%
                           ------                      ---         ------                 ---                 ------             ---                       ------                           ---                       ------                        ---              ------                 ---

    Total                           $82,315                      $      -                        $82,315             100%                              $82,943                                          $527                                $83,470                100%                        $109,571                       $780                     $110,351         100%
                                    =======                    ===    ===                        =======              ===                               =======                                          ====                                =======                 ===                         ========                       ====                     ========          ===


    Geography

    Americas                        $40,611                      $      -                        $40,611              50%                              $37,906                                          $416                                $38,322                 46%                         $57,680                       $143                      $57,823          52%

    EMEA                   24,953                        -         24,953                 30%                25,439             111                       25,550                           31%                      33,456                        467              33,923                 31%

    APAC                   16,751                        -         16,751                 20%                19,598               -                      19,598                           23%                      18,435                        170              18,605                 17%
                           ------                      ---         ------                 ---                 ------             ---                      ------                           ---                       ------                        ---              ------                 ---

    Total                           $82,315                      $      -                        $82,315             100%                              $82,943                                          $527                                $83,470                100%                        $109,571                       $780                     $110,351         100%
                                    =======                    ===    ===                        =======              ===                               =======                                          ====                                =======                 ===                         ========                       ====                     ========          ===


    Market

    Service Provider                $46,420                      $      -                        $46,420              56%                              $48,028                                          $416                                $48,444                 58%                         $65,733                       $329                      $66,062          60%

    Broadcast and
     Media                 35,895                        -         35,895                 44%                34,915             111                       35,026                           42%                      43,838                        451              44,289                 40%


    Total                           $82,315                      $      -                        $82,315             100%                              $82,943                                          $527                                $83,470                100%                        $109,571                       $780                     $110,351         100%
                                    =======                    ===    ===                        =======              ===                               =======                                          ====                                =======                 ===                         ========                       ====                     ========          ===



                                                                                                                                                                                                              Six months ended
                                                                                                                                                                                                              ----------------

                                                                                                                                                                              June 30, 2017                                                          July 1, 2016
                                                                                                                                                                              -------------                                                          ------------

                                                                                                                                                             GAAP         Adjust-          Non-GAAP                   GAAP         Adjust-       Non-GAAP
                                                                                                                                                                                                                                  ments(1)
                                                                                                                                                                         ments(1)
                                                                                                                                                                          -------

    Product

    Video Products                                                                                                                      $90,342                           $              -                                    $90,342                       55%                $105,874                               $560                  $106,434              55%

    Cable Edge                                                                                                                                                10,252                                191                   10,443                        6%             29,183                  -               29,183                 15%

    Services and Support                                                                                                                                      64,664                                336                   65,000                       39%             56,346                843                57,189                 30%
                                                                                                                                                              ------                                ---                   ------                       ---              ------                ---                ------                 ---

    Total                                                                                                                              $165,258                                       $527                                    $165,785                      100%                $191,403                             $1,403                  $192,806             100%
                                                                                                                                       ========                                       ====                                    ========                       ===                 ========                             ======                  ========              ===


    Geography

    Americas                                                                                                                            $78,517                                       $416                                     $78,933                       48%                $106,657                               $224                  $106,881              55%

    EMEA                                                                                                                                                      50,392                                111                   50,503                       30%             53,311                868                54,179                 28%

    APAC                                                                                                                                                      36,349                                  -                  36,349                       22%             31,435                311                31,746                 17%
                                                                                                                                                              ------                                ---                  ------                       ---              ------                ---                ------                 ---

    Total                                                                                                                              $165,258                                       $527                                    $165,785                      100%                $191,403                             $1,403                  $192,806             100%
                                                                                                                                       ========                                       ====                                    ========                       ===                 ========                             ======                  ========              ===


    Market

    Service Provider                                                                                                                    $94,448                                       $416                                     $94,864                       57%                $117,003                               $478                  $117,481              61%

    Broadcast and Media                                                                                                                                       70,810                                111                   70,921                       43%             74,400                925                75,325                 39%
                                                                                                                                                                                                                                                    ---              ------                ---                ------                 ---

    Total                                                                                                                              $165,258                                       $527                                    $165,785                      100%                $191,403                             $1,403                  $192,806             100%
                                                                                                                                       ========                                       ====                                    ========                       ===                 ========                             ======                  ========              ===


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




                                                                                                         Harmonic Inc.

                                                                                                Preliminary Segment Information

                                                                                         (Unaudited, in thousands, except percentages)


                                                       Three months ended June 30, 2017

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

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

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

    Gross margin%      51.4%                         19.0%                                         47.9%                                                   41.1%

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

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


                                                       Three months ended March 31, 2017

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

    Net revenue                 $74,453                                            $9,017                                                       $83,470                        $(527)  $82,943

    Gross profit        40,884                          2,626                                         43,510                                     (3,102)              40,408

    Gross margin%      54.9%                         29.1%                                         52.1%                                                   48.7%

    Operating loss     (5,725)                       (5,664)                                      (11,389)                                    (9,769)            (21,158)

    Operating
     margin%          (7.7)%                       (62.8)%                                       (13.6)%                                                 (25.5)%


                                                        Three months ended July 1, 2016

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

    Net revenue                 $91,368                                           $18,983                                                      $110,351                        $(780) $109,571

    Gross profit        51,233                          7,276                                         58,509                                     (7,469)              51,040

    Gross margin%      56.1%                         38.3%                                         53.0%                                                   46.6%

    Operating income
     (loss)              1,298                          (498)                                           800                                    (18,918)            (18,118)

    Operating
     margin%            1.4%                        (2.6)%                                          0.7%                                                 (16.5)%


                                                        Six months ended June 30, 2017

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

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

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

    Gross margin%      53.2%                         24.1%                                         50.0%                                                   44.9%

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

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


                                                       Six months ended July 1, 2016 (2)

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

    Net revenue                $156,999                                           $35,807                                                      $192,806                      $(1,403) $191,403

    Gross profit        86,125                         14,524                                        100,649                                     (8,955)              91,694

    Gross margin%      54.9%                         40.6%                                         52.2%                                                   47.9%

    Operating loss     (5,238)                       (2,350)                                       (7,588)                                   (31,286)            (38,874)

    Operating
     margin%          (3.3)%                        (6.6)%                                        (3.9)%                                                 (20.3)%


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


    (2) Excludes TVN results prior to
     March 1, 2016.




                                                                                                                             Harmonic Inc.

                                                                                                             GAAP to Non-GAAP Reconciliations (Unaudited)

                                                                                                         (In thousands, except percentages and per share data)


                                                                                                  Three months ended
                                                                                                  ------------------

                                                                                                June 30, 2017
                                                                                                -------------

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

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

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

      Stock-based
       compensation in
       cost of revenue                                -                     700                              -                           700                         -                   700

      Stock-based
       compensation in
       research and
       development                                    -                       -                       (1,337)                         1,337                         -                 1,337

      Stock-based
       compensation in
       selling, general
       and administrative                             -                       -                       (2,099)                         2,099                         -                 2,099

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

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

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

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

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

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


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

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

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

    Diluted net loss per share:

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

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

    Shares used to compute diluted net
     loss per share:

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


                                                                                              Three months ended
                                                                                              ------------------

                                                                                         March 31, 2017

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

    GAAP                                                   $82,943                                     $40,408                                     $61,566                          $(21,158)  $(3,101)  $(24,027)

      Cable Edge inventory
       charge                                         -                    (15)                             -                          (15)                        -                  (15)

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

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

      Stock-based
       compensation in
       cost of revenue                                -                     445                              -                           445                         -                   445

      Stock-based
       compensation in
       research and
       development                                    -                       -                         (977)                           977                         -                   977

      Stock-based
       compensation in
       selling, general
       and administrative                             -                       -                       (1,829)                         1,829                         -                 1,829

      Amortization of
       intangibles                                    -                   1,295                          (774)                         2,069                         -                 2,069

      Restructuring and
       related charges                                -                     508                        (1,279)                         1,787                         -                 1,787

      TVN acquisition-and
       integration-
       related costs                                  -                     342                        (1,808)                         2,150                         -                 2,150

      Non-cash interest
       expenses related to
       convertible notes                              -                       -                             -                             -                    1,316                  1,316

      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                    -                       -                             -                             -                        -                 1,744
                                                    ---                     ---                           ---                           ---                      ---                 -----

    Total adjustments                               527                    3,102                        (6,667)                         9,769                     1,316                 12,829


    Non-GAAP                                               $83,470                                     $43,510                                     $54,899                          $(11,389)  $(1,785)  $(11,198)
                                                           =======                                     =======                                     =======                           ========    =======    ========

                            As a % of revenue (GAAP)       48.7%                       74.2%                       (25.5)%                      (3.7)%                  (29.0)%

                        As a % of revenue (Non-GAAP)       52.1%                       65.8%                       (13.6)%                      (2.1)%                  (13.4)%

    Diluted net loss per share:

      Diluted net loss per share-GAAP                                                                                                          $(0.30)
                                                                                                                                                ======

      Diluted net loss per share-Non-
       GAAP                                                                                                                                    $(0.14)
                                                                                                                                                ======

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

      GAAP and Non-GAAP                                                                                                                         79,810
                                                                                                                                                ======

                                                                                              Three months ended
                                                                                              ------------------

                                                                                          July 1, 2016

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

    GAAP                                                  $109,571                                     $51,040                                     $69,158                          $(18,118)  $(2,319)  $(20,679)

     Cable Edge inventory
      charge                                          -                   4,519                              -                         4,519                         -                 4,519

      Acquisition
       accounting impacts
       related to TVN
       deferred revenue                             780                      780                              -                           780                         -                   780

      Stock-based
       compensation in
       cost of revenue                                -                     424                              -                           424                         -                   424

      Stock-based
       compensation in
       research and
       development                                    -                       -                         (841)                           841                         -                   841

      Stock-based
       compensation in
       selling, general
       and administrative                             -                       -                       (1,503)                         1,503                         -                 1,503

      Amortization of
       intangibles                                    -                   1,307                        (4,232)                         5,539                         -                 5,539

      Restructuring and
       related charges                                -                       6                        (1,903)                         1,909                         -                 1,909

      TVN acquisition-and
       integration-
       related costs                                  -                     433                        (2,970)                         3,403                         -                 3,403

      Non-cash interest
       expenses related to
       convertible notes                              -                       -                             -                             -                    1,233                  1,233

      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                    -                       -                             -                             -                        -                   285
                                                    ---                     ---                           ---                           ---                      ---                   ---

    Total adjustments                               780                    7,469                       (11,449)                        18,918                     1,233                 20,436


    Non-GAAP                                              $110,351                                     $58,509                                     $57,709                               $800   $(1,086)     $(243)
                                                          ========                                     =======                                     =======                               ====    =======       =====

                            As a % of revenue (GAAP)       46.6%                       63.1%                       (16.5)%                      (2.1)%                  (18.9)%

                        As a % of revenue (Non-GAAP)       53.0%                       52.3%                          0.7%                      (1.0)%                   (0.2)%

    Diluted net loss per share:

      Diluted net loss per share-GAAP                                                                                                          $(0.27)
                                                                                                                                                ======

      Diluted net loss per share-Non-
       GAAP                                                                                                                                      $0.00
                                                                                                                                                 =====

    Shares used to compute diluted net
     loss per share:

      GAAP and Non-GAAP                                                                                                                         77,342
                                                                                                                                                ======


                                                                                               Six months ended
                                                                                               ----------------

                                                                                         June 30, 2017

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

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

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

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

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



      Stock-based
       compensation in
       cost of revenue                                -                   1,145                              -                         1,145                         -                 1,145

      Stock-based
       compensation in
       research and
       development                                    -                       -                       (2,314)                         2,314                         -                 2,314

      Stock-based
       compensation in
       selling, general
       and administrative                             -                       -                       (3,928)                         3,928                         -                 3,928

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

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

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

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

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

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


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

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

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


    Diluted net loss per share:

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

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

    Shares used to compute diluted net
     loss per share:

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


                                                                                                     Six months ended
                                                                                                     ----------------

                                                                                                       July 1, 2016
                                                                                                       ------------

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

    GAAP                                                  $191,403                                     $91,694                                    $130,568                          $(38,874)  $(6,225)  $(45,859)

    Cable Edge inventory
     charge                                           -                   4,519                                         4,519                            -                    4,519

    Acquisition
     accounting impacts
     related to TVN
     deferred revenue                             1,403                    1,403                              -                         1,403                         -                 1,403

    Acquisition
     accounting impacts
     related to TVN fair
     value of inventory                               -                     189                              -                           189                         -                   189

      Stock-based
       compensation in
       cost of revenue                                -                     651                              -                           651                         -                   651

      Stock-based
       compensation in
       research and
       development                                    -                       -                       (1,810)                         1,810                         -                 1,810

      Stock-based
       compensation in
       selling, general
       and administrative                             -                       -                       (3,401)                         3,401                         -                 3,401

      Amortization of
       intangibles                                    -                   1,725                        (6,597)                         8,322                         -                 8,322

      Restructuring and
       related charges                                -                    (23)                       (4,515)                         4,492                         -                 4,492

      TVN acquisition-and
       integration-
       related costs                                  -                     491                        (6,008)                         6,499                         -                 6,499

      Loss on impairment
       of long-term
       investment                                     -                       -                             -                             -                    1,476                  1,476

      Non-cash interest
       expenses related to
       convertible notes                              -                       -                             -                             -                    2,420                  2,420

      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                    -                       -                             -                             -                        -                 2,248
                                                    ---                     ---                           ---                           ---                      ---                 -----

    Total adjustments                             1,403                    8,955                       (22,331)                        31,286                     3,896                 37,430



    Non-GAAP                                              $192,806                                    $100,649                                    $108,237                           $(7,588)  $(2,329)   $(8,429)
                                                          ========                                    ========                                    ========                            =======    =======     =======

                            As a % of revenue (GAAP)       47.9%                       68.2%                       (20.3)%                      (3.3)%                  (24.0)%

                        As a % of revenue (Non-GAAP)       52.2%                       56.1%                        (3.9)%                      (1.2)%                   (4.4)%

    Diluted net loss per share:

      Diluted net loss per share-GAAP                                                                                                          $(0.59)
                                                                                                                                                ======

      Diluted net loss per share-Non-
       GAAP                                                                                                                                    $(0.11)
                                                                                                                                                ======

    Shares used to compute diluted net
     loss per share:

      GAAP and Non-GAAP                                                                                                                         77,168
                                                                                                                                                ======




                                                                            Harmonic Inc.

                                                        GAAP to Non-GAAP Reconciliations on Business Outlook

                                                        (In millions, except percentages and per share data)


                                                         Q3 2017 Financial Guidance

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

    GAAP                                       $80.0 to         $38.4 to                         $55.7 to                 $(19.3) to                $(3.1)         $(20.2) to
                                                  $90.0             $44.4                             $57.7                     $(11.3)                                  $(13.3)

      Stock-based
       compensation expense                           -              0.8                             (4.3)                        5.1                      -                5.1

      Amortization of
       intangibles                                    -              1.3                             (0.8)                        2.1                      -                2.1

      Restructuring and
       related charges and
       TVN integration
       costs                                          -              0.5                             (2.6)                        3.1                      -                3.1

      Non-cash interest
       expense related to
       convertible notes                              -                -                                -                          -                   1.4                 1.4

      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                    -                -                                -                          -                     -              (0.5)
                                                    ---              ---                              ---                        ---                   ---               ----

    Total adjustments                                 -              2.6                             (7.7)                       10.3                    1.4                11.2


    Non-GAAP                                   $80.0 to         $41.0 to                         $48.0 to                  $(9.0) to                $(1.7)          $(9.0) to
                                                  $90.0             $47.0                             $50.0                                                               $(2.1)
                                                                                                                            $(1.0)
                                                                                                      ===                                                                 ===

                            As a % of revenue (GAAP)    48% to                       64% to                   (24)% to                   (3)% to             (25)% to
                                                                   49%                              70%                      (13)%                  (4)%              (15)%

                        As a % of revenue (Non-GAAP)    51% to                       56% to                   (11)% to                                2%     (11)% to
                                                                   52%                              60%                                                                (2)%
                                                                                                                              (1)%

    Diluted net loss per share:

      Diluted net loss per share-GAAP                                                                                                                            $(0.25) to
                                                                                                                                                                    $(0.16)

      Diluted net loss per share-Non-
       GAAP                                                                                                                                                      $(0.11) to
                                                                                                                                                                    $(0.03)

    Shares used to compute diluted
     net loss per share:

      GAAP and Non-GAAP                                                                                                                                                81.4



                                               Q4 2017 Financial Guidance

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

    GAAP                                          $90.0 to                      $44.9 to            $53.7 to                $(10.8) to               $(3.1)                $(14.6) to
                                                    $100.0                          $51.4                $55.7                     $(2.3)
                                                                                                                                                                               $(6.1)

      Stock-based
       compensation expense                              -                           0.8                (4.5)                       5.3                     -                       5.3

      Amortization of
       intangibles                                       -                           1.3                (0.8)                       2.1                     -                       2.1

      Restructuring and
       related charges and
       TVN integration
       costs                                             -                             -               (0.4)                       0.4                     -                       0.4

      Non-cash interest
       expense related to
       convertible notes                                 -                             -                   -                         -                  1.4                        1.4

      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                       -                             -                   -                         -                    -              $1.4 to $0.1
                                                       ---                           ---                 ---                       ---                  ---              ------------

    Total adjustments                                    -                           2.1                (5.7)                       7.8                   1.4                   $10.6 to
                                                                                                                                                                                 $9.1


    Non-GAAP                                      $90.0 to                      $47.0 to            $48.0 to                 $(3.0) to               $(1.7)                 $(4.0) to
                                                    $100.0                          $53.5                $50.0                       $5.5                                            $3.0
                                                    ======                          =====                =====                       ====                                            ====

                       As a % of revenue
                                  (GAAP)                                50% to                           60%    (12)% to                               (3)%             (16)% to (6)%
                                                                                     51%                                          (2)%

                       As a % of revenue
                              (Non-GAAP)                               52.0% to            50% to                         (3)% to 5.5%                  2%                (4)% to 3%
                                                                                   53.5%                 53%

    Diluted net income
     (loss) per share:

      Diluted net loss per
       share-GAAP                                                                                                                                                          $(0.18) to
                                                                                                                                                                              $(0.07)
                                                                                                                                                                               ======

      Diluted net income
       (loss) per share-
       Non-GAAP                                                                                                                                                            $(0.05) to
                                                                                                                                                                                $0.04
                                                                                                                                                                                =====

    Shares used to
     compute diluted net
     loss per share:

      GAAP and Non-GAAP                                                                                                                                                          82.0
                                                                                                                                                                                 ====

    Shares used to
     compute diluted net
     income per share:

      GAAP                                                                                                                                                                       84.0
                                                                                                                                                                                 ====



                                                 2017 Financial Guidance

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

    GAAP                                         $335.5 to                     $157.2 to            $232.5 to              $(79.3) to               $(12.8)           $(90.1) to

                                                    $355.5                         $170.2                $236.5                  $(62.3)                                    $(76.3)

      Acquisition
       accounting impact
       related to TVN
       deferred revenue                                0.1                            0.1                     -                     0.1                      -                  0.1

      Accounting impact
       related to warrant
       amortization                                    0.4                            0.4                     -                     0.4                      -                  0.4

      Cable Edge inventory
       charge                                            -                           3.3                     -                     3.3                      -                  3.3

      Stock-based
       compensation expense                              -                           2.7                (15.1)                    17.8                      -                 17.8

      Amortization of
       intangibles                                       -                           5.2                 (3.1)                     8.3                      -                  8.3

      Restructuring and
       related charges and
       TVN integration
       costs                                             -                           2.1                 (7.3)                     9.4                      -                  9.4

      Non-cash interest
       expense related to
       convertible notes                                 -                             -                    -                       -                   5.5                   5.5

      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                       -                             -                    -                       -                     -                  5.3
                                                       ---                           ---                  ---                     ---                   ---                  ---

    Total adjustments                                  0.5                           13.8                (25.5)                    39.3                    5.5                  50.1


    Non-GAAP                                     $336.0 to                     $171.0 to            $207.0 to              $(40.0) to                $(7.3)           $(40.0) to
                                                    $356.0                         $184.0                                                                                  $(26.2)
                                                                                                       $211.0                  $(23.0)
                                                                                                       ======                   ======

                       As a % of revenue
                                  (GAAP)                                47% to                            66%    (24)% to                              (4%)    (27)% to
                                                                                     48%                                        (18)%                                      (21)%
                                                                                                       to 67%

                       As a % of revenue
                              (Non-GAAP)                               51.0% to                           59%    (12)% to                              (2%)    (12)% to
                                                                                                                                 (6)%                                       (7)%
                                                                                   51.5%               to 62%

    Diluted loss per
     share:

      Diluted net loss per
       share-GAAP                                                                                                                                                     $(1.11) to
                                                                                                                                                                         $(0.94)
                                                                                                                                                                          ======

      Diluted net loss per
       share-Non-GAAP                                                                                                                                                 $(0.50) to
                                                                                                                                                                         $(0.33)
                                                                                                                                                                          ======

    Shares used to
     compute diluted net
     loss per share:

      GAAP and Non-GAAP                                                                                                                                                     81.0
                                                                                                                                                                            ====

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SOURCE Harmonic Inc.