SAN JOSE, Calif., Oct. 30, 2017 /PRNewswire/ -- Harmonic Inc. (NASDAQ: HLIT), the worldwide leader in video delivery technology and services, today announced its unaudited results for the third quarter of 2017.

Q3 Financial and Business Highlights


    --  GAAP revenue of $92.0 million up 11.8%, and non-GAAP revenue of $91.6
        million up 11.3%, sequentially
    --  GAAP and non-GAAP Video revenue of $84.2 million up 14.7%, sequentially
    --  GAAP gross margin up 10.0% from 41.1% to 51.1%, and non-GAAP gross
        margin up 5.5% from 47.9% to 53.4%, sequentially
    --  GAAP operating expense flat, and non-GAAP operating expense down 14.5%,
        sequentially
    --  GAAP operating margin of (15.4%) and non-GAAP operating margin of 1.4%
    --  Record backlog and deferred revenue of $200.9 million, with CableOS
        backlog greater than $20 million
    --  Video SaaS TCV 6% of total bookings, and ARR of $7 million up 37%
        sequentially
    --  Surpassed 20,000 live OTT channels powered globally
    --  Further expansion of CableOS deployments and advanced field trials
    --  Settled Avid litigation

"We drove high single digit operating margin in our video segment through growth of our premium live OTT solutions and crisp cost control," said Patrick Harshman, president and chief executive officer of Harmonic. "Our CableOS program also made significant progress, including a new tier 1 customer design win, expanded commercial deployments and trial activity, and a growing backlog of orders."

Select Financial Information



                                                                        GAAP                                       Non-GAAP

    Key Financial
     Results                                          Q3 2017         Q2 2017   Q3 2016               Q3 2017           Q2 2017           Q3 2016
                                                      -------         -------   -------               -------           -------           -------

                                                                              (in millions, except per share data)

    Net revenue                                                 $92.0                         $82.3                                $101.4              $91.6                          $82.3          $101.7

    Net loss                                                  $(15.6)                      $(31.5)                              $(16.0)            $(0.5)                       $(15.7)         $(1.1)

    Diluted EPS                                               $(0.19)                      $(0.39)                              $(0.21)           $(0.01)                       $(0.20)        $(0.01)


    Other Financial Information                                                                                                                          Q3 2017        Q2 2017        Q3 2016
                                                                                                                                                         -------        -------        -------

                                                                                                                                                                 (in millions)

    Bookings for the quarter                                    $96.0                         $91.1                                 $97.3

    Backlog and deferred revenue as of quarter end             $200.9                        $194.4                                $181.1

    Cash and short-term investments as of quarter end           $50.0                         $52.9                                 $52.7
    -------------------------------------------------           -----                         -----                                 -----

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

Outlook and Financial Guidance



    GAAP Financial Guidance                  Q4 2017                                                      2017

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

                                              (in millions, except percentages and per share data)

    Net Revenue                                $90.0                                           $100.0                    $347.9        $357.9

                  Video                        $80.0                                            $86.0                    $311.9        $317.9

                  Cable Edge                   $10.0                                            $14.0                     $36.0         $40.0

    Gross Margin %             50.0%                              51.0%                               48.0%       49.0%

                  Video              52.0%                              54.0%                               52.0%       53.0%

                  Cable Edge         26.0%                              28.0%                               12.0%       14.0%

    Operating Expenses                      $54.4                                            $56.4                    $238.0        $240.0

    Operating Loss                        $(11.5)                                          $(3.0)                  $(73.2)      $(64.7)

    Tax benefit (expense)                  $(0.8)                                          $(0.8)                     $0.8          $0.8

    EPS                                   $(0.19)                                         $(0.08)                  $(1.06)      $(0.96)

    Shares                         82.0                                82.0                                 81.0         81.0

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


    Non-GAAP Financial
     Guidance                           Q4 2017                                                    2017

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

                                       (in millions, except percentages and per share data)

    Net Revenue                             $90.0                                           $100.0                    $348.0        $358.0

                  Video                        $80.0                                            $86.0                    $312.0        $318.0

                  Cable Edge                   $10.0                                            $14.0                     $36.0         $40.0

    Gross Margin %             52.0%                              53.5%                               51.5%       52.0%

                  Video              55.0%                              57.0%                               55.0%       55.5%

                  Cable Edge         27.0%                              29.0%                               22.0%       23.0%

    Operating Expenses                      $48.0                                            $50.0                    $206.0        $208.0

    Operating Income (Loss)                $(3.0)                                            $5.5                   $(28.5)      $(20.0)

    Tax rate                        15%                                15%                                 15%         15%

    EPS                                   $(0.05)                                           $0.04                   $(0.38)      $(0.29)

    Shares                         82.0                                82.5                                 81.0         81.0

    Cash and short-term
     investments                            $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, October 30, 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 99911839). 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 99911839).

About Harmonic Inc.

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

Legal Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to our expectations regarding: GAAP net revenue, GAAP gross margins, GAAP operating expenses, GAAP operating loss, GAAP tax expense, GAAP EPS, non-GAAP revenue, non-GAAP gross margins, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP tax rate and non-GAAP EPS for the fourth quarter of 2017 and for the fiscal year ended December 31, 2017, share count, and cash and short-term investments at December 31, 2017. 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:

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

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

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

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

The Company has also provided in this release the following non-GAAP financial measures:

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.

Annual recurring revenue (ARR) - ARR is used to assess the trajectory of our OTT SaaS business. ARR means, as of a specified date, the contracted recurring revenue which includes both subscription and maintenance contracts (and excludes perpetual license, term license and service agreements) that are current and booked with a future start date. ARR should be viewed independently of revenue and any other GAAP measure.


                                                           Harmonic Inc.

                                         Preliminary Condensed Consolidated Balance Sheets

                                         (Unaudited, in thousands, except per share data)


                                                  September 29, 2017                 December 31, 2016
                                                  ------------------                 -----------------

    ASSETS

    Current assets:

       Cash and cash equivalents                                           $50,039                                   $55,635

       Short-term investments                                      -                                         6,923

       Accounts receivable, net                               71,582                                         86,765

       Inventories                                            31,754                                         41,193

       Prepaid expenses and other
        current assets                                        22,682                                         26,319
                                                              ------                                         ------

    Total current assets                                     176,057                                        216,835

    Property and equipment, net                               30,731                                         32,164

    Goodwill                                                 241,932                                        237,279

    Intangibles, net                                          23,316                                         29,231

    Other long-term assets                                    39,926                                         38,560
                                                              ------                                         ------

    Total assets                                                          $511,962                                  $554,069
                                                                          ========                                  ========


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

       Other debts and capital lease
        obligations, current                                                $7,434                                    $7,275

       Accounts payable                                       31,839                                         28,892

       Income taxes payable                                    1,411                                          1,166

       Deferred revenue                                       52,811                                         52,414

       Accrued and other current
        liabilities                                           52,828                                         55,150
                                                              ------                                         ------

    Total current liabilities                                146,323                                        144,897

    Convertible notes, long-term                             107,318                                        103,259

    Other debts and capital lease
     obligations, long-term                                   15,439                                         13,915

    Income taxes payable, long-term                              591                                          2,926

    Deferred tax liabilities, long-
     term                                                        327                                              -

    Other non-current liabilities                             21,366                                         18,431
                                                              ------                                         ------

    Total liabilities                                        291,364                                        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;
       81,606 and 78,456 shares
       issued and outstanding at
       September 29, 2017 and
       December 31, 2016,
       respectively                                               82                                             78

       Additional paid-in capital                          2,267,213                                      2,254,055

       Accumulated deficit                               (2,045,967)                                   (1,976,222)

       Accumulated other comprehensive
        loss                                                   (730)                                       (7,270)
                                                                ----                                         ------

    Total stockholders' equity                               220,598                                        270,641
                                                             -------                                        -------

    Total liabilities and
     stockholders' equity                                                 $511,962                                  $554,069
                                                                          ========                                  ========



                                                                                             Harmonic Inc.

                                                                      Preliminary Condensed Consolidated Statements of Operations

                                                                            (Unaudited, in thousands, except per share data)


                                                        Three months ended                                               Nine months ended

                                          September 29,              September 30,               September 29,               September 30,
                                                   2017                        2016                         2017                         2016
                                                   ----                        ----                         ----                         ----

    Revenue:

    Product                                                $58,161                                                  $70,285                      $158,657      $205,342

    Services                                     33,853                                  31,121                                       98,615        87,467
                                                 ------                                  ------                                       ------        ------

    Total net revenue                            92,014                                 101,406                                      257,272       292,809

    Cost of revenue:

    Product                                      27,736                                  34,460                                       85,843       105,698

    Services                                     17,253                                  15,583                                       50,181        44,054
                                                 ------                                  ------                                       ------        ------

    Total cost of
     revenue                                     44,989                                  50,043                                      136,024       149,752
                                                 ------                                  ------                                      -------       -------

       Gross profit                              47,025                                  51,363                                      121,248       143,057

    Operating expenses:

       Research and
        development                              21,289                                  24,202                                       73,226        74,272

       Selling, general and
        administrative                           37,121                                  36,112                                      104,377       105,498

       Amortization of
        intangibles                                 793                                   3,009                                        2,347         9,606

       Restructuring and
        related charges                           2,028                                    (27)                                       4,084         4,488
                                                  -----                                     ---                                        -----         -----

          Total operating
           expenses                              61,231                                  63,296                                      184,034       193,864

    Loss from operations                       (14,206)                               (11,933)                                    (62,786)     (50,807)

    Interest expense,
     net                                        (2,794)                                (2,734)                                     (8,064)      (7,806)

    Other expense, net                            (498)                                  (328)                                     (1,828)          (5)

    Loss on impairment
     of long-term
     investment                                       -                                (1,259)                                           -      (2,735)
                                                    ---                                 ------                                          ---       ------

    Loss before income
     taxes                                     (17,498)                               (16,254)                                    (72,678)     (61,353)

    (Benefit from)
     provision for
     income taxes                               (1,915)                                  (242)                                     (1,568)          518
                                                 ------                                    ----                                       ------           ---

    Net loss                                             $(15,583)                                               $(16,012)                    $(71,110)    $(61,871)
                                                          ========                                                 ========                      ========      ========

    Net loss per share:

       Basic and diluted                                   $(0.19)                                                 $(0.21)                      $(0.88)      $(0.80)
                                                            ======                                                   ======                        ======        ======

    Shares used in per share calculation:

       Basic and diluted                         81,445                                  78,092                                       80,618        77,475
                                                 ======                                  ======                                       ======        ======



                                                  Harmonic Inc.

                           Preliminary Condensed Consolidated Statements of Cash Flows

                                            (Unaudited, in thousands)


                                                          Nine months ended

                                           September 29,               September 30,
                                                    2017                         2016
                                                    ----                         ----

    Cash flows from operating activities:

    Net loss                                               $(71,110)                             $(61,871)

    Adjustments to reconcile net loss to
     net cash used in operating
     activities:

       Amortization of
        intangibles                                6,232                                  12,711

       Depreciation                               11,045                                  13,198

       Stock-based
        compensation                              11,107                                   8,542

       Amortization of
        discount on
        convertible debt                           4,060                                   3,669

       Amortization of non-
        cash warrant                                  38                                       -

       Restructuring, asset
        impairment and loss
        on retirement of
        fixed assets                                 565                                   1,476

       Loss on impairment
        of long-term
        investment                                     -                                  2,735

       Foreign currency
        adjustments                                1,795                                   (911)

       Provision for excess
        and obsolete
        inventories                                5,578                                   6,246

       Allowance for
        doubtful accounts,
        returns and
        discounts                                  4,309                                   1,222

       Other non-cash
        adjustments, net                             298                                     251

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

          Accounts receivable                     11,367                                (12,869)

          Inventories                              6,188                                   2,225

          Prepaid expenses and
           other assets                            6,702                                 (5,938)

          Accounts payable                         2,129                                   2,505

          Deferred revenue                       (1,098)                                 20,038

          Income taxes payable                   (2,122)                                  (827)

          Accrued and other
           liabilities                           (3,053)                                (5,040)
                                                  ------                                  ------

    Net cash used in
     operating
     activities                                  (5,970)                               (12,638)
                                                  ------                                 -------

    Cash flows from investing activities:

      Acquisition of
       business, net of
       cash acquired                                   -                               (75,669)

       Proceeds from
        maturities and sale
        of investments                             6,898                                  18,692

       Purchases of
        property and
        equipment                                (9,075)                               (11,423)

    Net cash used in
     investing
     activities                                  (2,177)                               (68,400)
                                                  ------                                 -------

    Cash flows from financing activities:

      Payment of
       convertible debt
       issuance costs                                  -                                  (582)

      Proceeds from other
       debts and capital
       leases                                      6,344                                   5,968

      Repayment of other
       debts and capital
       leases                                    (7,008)                                (8,038)

       Proceeds from common
        stock issued to
        employees                                  4,697                                   3,736

       Payment of tax
        withholding
        obligations related
        to net share
        settlements of
        restricted stock
        units                                    (2,757)                                (1,313)
                                                  ------                                  ------

    Net cash  provided
     by (used in)
     financing
     activities                                    1,276                                   (229)
                                                   -----                                    ----

    Effect of exchange
     rate changes on
     cash and cash
     equivalents                                   1,275                                   (182)
                                                   -----                                    ----

    Net decrease in cash
     and cash
     equivalents                                 (5,596)                               (81,449)

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

    Cash and cash
     equivalents at end
     of period                                               $50,039                                $44,741
                                                             =======                                =======



                                                                                                                                                                            Harmonic Inc.

                                                                                                                                                                   Preliminary Revenue Information

                                                                                                                                                            (Unaudited, in thousands, except percentages)


                                                                                              Three months ended

                                      September 29, 2017                                             June 30, 2017                                                                   September 30, 2016

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

    Product

    Video Products                    $54,175                    $      -                               $54,175                   59%                              $44,726                             $            -                     $44,726                     54%                  $63,288             $    -    $63,288     62%

    Cable Edge              3,986                      (163)        3,823                         4%                  5,366                     -                     5,366                            7%                6,997                    $                    -       6,997                  7%

    Services and
     Support               33,853                      (215)       33,638                        37%                 32,223                     -                    32,223                           39%               31,121                  325                  31,446          31%
                           ------                       ----        ------                        ---                  ------                   ---                    ------                           ---                ------                  ---                  ------          ---

    Total                             $92,014                      $(378)                               $91,636                  100%                              $82,315                             $            -                     $82,315                    100%                 $101,406               $325    $101,731    100%
                                      =======                       =====                                =======                   ===                               =======                           ===          ===                     =======                     ===                  ========               ====    ========     ===


    Geography

    Americas                          $48,656                      $(378)                               $48,278                   53%                              $40,611                             $            -                     $40,611                     50%                  $47,856               $166     $48,022     47%

    EMEA                   27,528                          -       27,528                        30%                 24,953                     -                    24,953                           30%               32,405                  106                  32,511          32%

    APAC                   15,830                          -       15,830                        17%                 16,751                     -                    16,751                           20%               21,145                   53                  21,198          21%
                           ------                        ---       ------                        ---                  ------                   ---                    ------                           ---                ------                  ---                  ------          ---

    Total                             $92,014                      $(378)                               $91,636                  100%                              $82,315                             $            -                     $82,315                    100%                 $101,406               $325    $101,731    100%
                                      =======                       =====                                =======                   ===                               =======                           ===          ===                     =======                     ===                  ========               ====    ========     ===


    Market

    Service
     Provider                         $50,410                      $(378)                               $50,032                   55%                              $46,420                             $            -                     $46,420                     56%                  $53,459                $97     $53,556     53%

    Broadcast and
     Media                 41,604                          -       41,604                        45%                 35,895                     -                    35,895                           44%               47,947                  228                  48,175          47%


    Total                             $92,014                      $(378)                               $91,636                  100%                              $82,315                             $            -                     $82,315                    100%                 $101,406               $325    $101,731    100%
                                      =======                       =====                                =======                   ===                               =======                           ===          ===                     =======                     ===                  ========               ====    ========     ===



                                                                                                                         Nine months ended

                                                                                           September 29, 2017                                                         September 30, 2016

                                                                         GAAP      Adjust-           Non-GAAP                   GAAP(2)     Adjust-        Non-GAAP(2)
                                                                                  ments(1)                                                 ments(1)
                                                                                   -------                                                  -------

    Product

    Video Products                                                                  $144,419                       $         -                             $144,419                           56%                            $169,162                         $560                  $169,722             58%

    Cable Edge                                                            14,238                       28                14,266                         6%                   36,180                              -               36,180                12%

    Services and Support                                                  98,615                      121                98,736                        38%                   87,467                          1,168                88,635                30%
                                                                          ------                      ---                ------                        ---                    ------                          -----                ------                ---

    Total                                                                           $257,272                              $149                              $257,421                          100%                            $292,809                       $1,728                  $294,537            100%
                                                                                    ========                              ====                              ========                           ===                             ========                       ======                  ========             ===


    Geography

    Americas                                                                        $127,173                               $38                              $127,211                           49%                            $154,513                         $390                  $154,903             53%

    EMEA                                                                  77,920                      111                78,031                        30%                   85,716                            974                86,690                29%

    APAC                                                                  52,179                        -               52,179                        21%                   52,580                            364                52,944                18%
                                                                          ------                      ---               ------                        ---                    ------                            ---                ------                ---

    Total                                                                           $257,272                              $149                              $257,421                          100%                            $292,809                       $1,728                  $294,537            100%
                                                                                    ========                              ====                              ========                           ===                             ========                       ======                  ========             ===


    Market

    Service Provider                                                                $144,858                               $38                              $144,896                           56%                            $170,462                         $575                  $171,037             58%

    Broadcast and Media                                                  112,414                      111               112,525                        44%                  122,347                          1,153               123,500                42%
                                                                         -------                                                                     ---                   -------                          -----               -------                ---

    Total                                                                           $257,272                              $149                              $257,421                          100%                            $292,809                       $1,728                  $294,537            100%
                                                                                    ========                              ====                              ========                           ===                             ========                       ======                  ========             ===



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

    (2)              Exclude TVN revenue prior to March 1,
                     2016.



                                                                                             Harmonic Inc.

                                                                                    Preliminary Segment Information

                                                                             (Unaudited, in thousands, except percentages)


                                                     Three months ended September, 29 2017

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

                                                               (non-GAAP)
                                                                                                                                      ---

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

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

    Gross margin%    57.4%                            9.2%                                        53.4%                                                 51.1%

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

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

                                                       Three months ended June 30, 2017

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

                                                               (non-GAAP)
                                                                                                                                      ---

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

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

    Gross margin%    51.4%                           19.0%                                        47.9%                                                 41.1%

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

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

                                                     Three months ended September 30, 2016

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

                                                               (non-GAAP)
                                                                                                                                      ---

    Net revenue                 $91,678                                          $10,053                                                    $101,731                        $(325) $101,406

    Gross profit      49,633                            3,754                                        53,387                                   (2,024)              51,363

    Gross margin%    54.1%                           37.3%                                        52.5%                                                 50.7%

    Operating
     income (loss)     5,211                          (4,767)                                          444                                  (12,377)            (11,933)

    Operating
     margin%          5.7%                         (47.4)%                                         0.4%                                               (11.8)%

                                                     Nine months ended September 29, 2017

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

                                                               (non-GAAP)
                                                                                                                                      ---

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

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

    Gross margin%    54.7%                           19.7%                                        51.2%                                                 47.1%

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

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

                                                   Nine months ended September 30, 2016 (2)

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

                                                               (non-GAAP)
                                                                                                                                      ---

    Net revenue                $248,677                                          $45,860                                                    $294,537                      $(1,728) $292,809

    Gross profit     135,758                           18,278                                       154,036                                  (10,979)             143,057

    Gross margin%    54.6%                           39.9%                                        52.3%                                                 48.9%

    Operating loss      (27)                         (7,117)                                      (7,144)                                 (43,663)            (50,807)

    Operating
     margin%             -   %                     (15.5)%                                       (2.4)%                                               (17.4)%



    (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 September 29, 2017

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

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

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

      Stock-based
       compensation in
       cost of revenue                              -                 478                           -                         478                         -                478

      Stock-based
       compensation in
       research and
       development                                  -                   -                    (1,183)                       1,183                         -              1,183

      Stock-based
       compensation in
       selling, general
       and administrative                           -                   -                    (2,059)                       2,059                         -              2,059

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

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

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

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

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

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

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


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

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

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

    Diluted net loss per share:

      Diluted net loss per share-GAAP                                                                                            $(0.19)
                                                                                                                                  ======

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

    Shares used to compute diluted net
     loss per share:

      GAAP and Non-GAAP                                                                                               81,445
                                                                                                                      ======


                                                                               Three months ended June 30, 2017

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

    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 September 30, 2016

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

    GAAP                                              $101,406                                $51,363                                  $63,296                        $(11,933)   $(4,321)  $(16,012)

    Cable Edge inventory
     charge                                         -               (159)                          -                       (159)                        -              (159)

    Acquisition
     accounting impacts
     related to TVN
     deferred revenue                             325                  325                           -                         325                         -                325

      Stock-based
       compensation in
       cost of revenue                              -                 360                           -                         360                         -                360

      Stock-based
       compensation in
       research and
       development                                  -                   -                      (771)                         771                         -                771

      Stock-based
       compensation in
       selling, general
       and administrative                           -                   -                    (1,549)                       1,549                         -              1,549

      Amortization of
       intangibles                                  -               1,380                     (3,009)                       4,389                         -              4,389

      Restructuring and
       related charges                              -                 (1)                         27                         (28)                        -               (28)

      TVN acquisition-and
       integration-
       related costs                                -                 119                     (5,051)                       5,170                        98               5,268

      Loss on impairment
       of long-term
       investment                                   -                   -                          -                           -                    1,259               1,259

      Non-cash interest
       expenses related to
       convertible notes                            -                   -                          -                           -                    1,252               1,252

      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                  -                   -                          -                           -                        -               (52)

    Total adjustments                             325                2,024                    (10,353)                      12,377                     2,609              14,934


    Non-GAAP                                          $101,731                                $53,387                                  $52,943                             $444    $(1,712)   $(1,078)
                                                      ========                                =======                                  =======                             ====     =======     =======

                          As a % of revenue (GAAP)     50.7%                   62.4%                      (11.8)%                   (4.3)%                   (15.8)%

                      As a % of revenue (Non-GAAP)     52.5%                   52.0%                         0.4%                   (1.7)%                    (1.1)%


    Diluted net loss per share:

      Diluted net loss per share-GAAP                                                                                            $(0.21)
                                                                                                                                  ======

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

    Shares used to compute diluted net
     loss per share:

      GAAP and Non-GAAP                                                                                               78,092
                                                                                                                      ======


                                                                             Nine months ended September 29, 2017

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

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

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

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

      Accounting impact
       related to warrant
       amortization                                38                   38                           -                          38                         -                 38

      Stock-based
       compensation in
       cost of revenue                              -               1,623                           -                       1,623                         -              1,623

      Stock-based
       compensation in
       research and
       development                                  -                   -                    (3,497)                       3,497                         -              3,497

      Stock-based
       compensation in
       selling, general
       and administrative                           -                   -                    (5,987)                       5,987                         -              5,987

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

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

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

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

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

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

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


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

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

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


    Diluted net loss per share:

      Diluted net loss per share-GAAP                                                                                            $(0.88)
                                                                                                                                  ======

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

    Shares used to compute diluted net
     loss per share:

      GAAP and Non-GAAP                                                                                               80,618
                                                                                                                      ======


                                                                             Nine months ended September 30, 2016

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

    GAAP                                              $292,809                               $143,057                                 $193,864                        $(50,807)  $(10,546)  $(61,871)

      Cable Edge inventory
       charge                                       -               4,360                           -                       4,360                         -              4,360

      Acquisition
       accounting impacts
       related to TVN
       deferred revenue                         1,728                1,728                           -                       1,728                         -              1,728

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

      Stock-based
       compensation in
       cost of revenue                              -               1,011                           -                       1,011                         -              1,011

      Stock-based
       compensation in
       research and
       development                                  -                   -                    (2,581)                       2,581                         -              2,581

      Stock-based
       compensation in
       selling, general
       and administrative                           -                   -                    (4,950)                       4,950                         -              4,950

      Amortization of
       intangibles                                  -               3,105                     (9,606)                      12,711                         -             12,711

      Restructuring and
       related charges                              -                (24)                    (4,488)                       4,464                         -              4,464

      TVN acquisition-and
       integration-
       related costs                                -                 610                    (11,059)                      11,669                        98              11,767

      Loss on impairment
       of long-term
       investment                                   -                   -                          -                           -                    2,735               2,735

      Non-cash interest
       expenses related to
       convertible notes                            -                   -                          -                           -                    3,672               3,672

      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                  -                   -                          -                           -                        -              2,197
                                                  ---                 ---                        ---                         ---                      ---              -----

                                                1,728               10,979                    (32,684)                      43,663                     6,505              52,365


    Non-GAAP                                          $294,537                               $154,036                                 $161,180                         $(7,144)   $(4,041)   $(9,506)
                                                      ========                               ========                                 ========                          =======     =======     =======

                          As a % of revenue (GAAP)     48.9%                   66.2%                      (17.4)%                   (3.6)%                   (21.1)%

                      As a % of revenue (Non-GAAP)     52.3%                   54.7%                       (2.4)%                   (1.4)%                    (3.2)%


    Diluted net loss per share:

      Diluted net loss per share-GAAP                                                                                            $(0.80)
                                                                                                                                  ======

      Diluted net loss per share-Non-GAAP                                                                                        $(0.12)
                                                                                                                                  ======

    Shares used to compute diluted net
     loss per share:

      GAAP and Non-GAAP                                                                                               77,475
                                                                                                                      ======



                                                                                                          Harmonic Inc.

                                                                                       GAAP to Non-GAAP Reconciliations on Business Outlook

                                                                                       (In millions, except percentages and per share data)


                                                         Q4 2017 Financial Guidance

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

    GAAP                                                    $90.0 to                   $44.9 to                       $54.4 to                        $(11.5) to                   $(3.1)              $(15.9) to

                                                              $100.0                       $51.4                           $56.4                             $(3.0)                                           $(6.9)

      Stock-based
       compensation
       expense                                                     -                        0.8                           (4.7)                               5.5                         -                     5.5

      Amortization of
       intangibles                                                 -                        1.3                           (0.8)                               2.1                         -                     2.1

      Avid litigation
       legal fees                                                  -                          -                          (0.3)                               0.3                         -                     0.3

      Restructuring and
       related charges and
       TVN integration
       costs                                                       -                          -                          (0.6)                               0.6                         -                     0.6

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

      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                                 -                          -                              -                                 -                        -                     2.0
                                                                 ---                        ---                            ---                               ---                      ---                     ---

    Total adjustments                                              -                        2.1                           (6.4)                               8.5                       1.4                 $11.9 to
                                                                                                                                                                                                           $9.9


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

                                         As a % of revenue (GAAP)              50% to                      57% to                          (13)% to                                (3)%     (18)% to
                                                                                          51%                            60%                              (3)%                                             (7)%

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

    Diluted net income (loss) per share:

      Diluted net loss per share-GAAP                                                                                                                                $(0.19) to $(0.08)
                                                                                                                                                                      =================

      Diluted net (loss) income 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:

      Non-GAAP                                                                                                                                                                     82.5
                                                                                                                                                                                   ====


                                               2017 Financial Guidance

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

    GAAP                                       $347.9 to                   $166.8 to           $238.0 to             $(73.2) to                $(13.0)          $(85.7) to

                                                  $357.9                       $173.3               $240.0                 $(64.7)                                    $(77.7)

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

      Cable Edge inventory
       charge                                          -                         3.3                    -                    3.3                       -                 3.3

      Stock-based
       compensation
       expense                                         -                         2.4               (14.2)                   16.6                       -                16.6

      Amortization of
       intangibles                                     -                         5.2                (3.1)                    8.3                       -                 8.3

      Avid litigation
       settlement and
       associated legal
       fees                                            -                           -               (7.7)                    7.7                       -                 7.7

      Restructuring and
       related charges and
       TVN integration
       costs                                           -                         1.7                  (7)                    8.7                       -                 8.7

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

      Discrete tax items
       and tax effect of
       non-GAAP
       adjustments                                     -                           -                   -                      -                      -        $4.0 to $5.0
                                                     ---                         ---                 ---                    ---                    ---        ------------

    Total adjustments                                0.1                         12.7               (32.0)                   44.7                     5.5             $54.2 to
                                                                                                                                                                     $55.2


    Non-GAAP                                   $348.0 to                   $179.5 to           $206.0 to             $(28.5) to                 $(7.5)          $(30.5) to
                                                  $358.0                       $186.0                                                                                $(23.5)
                                                                                                  $208.0                 $(20.0)
                                                                                                  ======                  ======

                      As a % of revenue
                                 (GAAP)                              48% to                          67%    (21)% to                              (4%)    (24)% to
                                                                                 49%                                      (18)%                                      (22)%
                                                                                                  to 68%

                      As a % of revenue
                             (Non-GAAP)                             51.5% to                         58%     (8)% to                              (2%)    (9)% to
                                                                               52.0%                                                                                  (7)%
                                                                                                  to 59%                  (6)%

    Diluted loss per
     share:

      Diluted net loss per
       share-GAAP                                                                                                                   $(1.06) to $(0.96)
                                                                                                                                     =================

      Diluted net loss per
       share-Non-GAAP                                                                                                               $(0.38) to $(0.29)

    Shares used to
     compute diluted net
     loss per share:

      GAAP and Non-GAAP                                                                                                                           81.0
                                                                                                                                                  ====

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SOURCE Harmonic Inc.