UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 28, 2010

Date of Report
(Date of earliest event reported)

HARMONIC INC.

(Exact name of Registrant as specified in its charter)

Delaware		000-25826		77-0201147
(State or other jurisdiction of incorporation or organization)		Commission File Number		(I.R.S. Employer Identification Number)

4300 North First Street
San Jose, CA 95134
(408) 542-2500

(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02. Results of Operations and Financial Condition.

On October 28, 2010, Harmonic Inc. (“Harmonic” or the “Company”) issued a press release regarding its unaudited financial results for the quarter ended October 1, 2010. In the press release, Harmonic also announced that it would be holding a conference call on October 28, 2010, to discuss its financial results for the quarter ended October 1, 2010. A copy of the press release is furnished as Exhibit 99.1 hereto, and the information in Exhibit 99.1 is incorporated herein by reference.

The information in this Current Report on Form 8-K and the exhibit attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and this Current Report on Form 8-K and the exhibit furnished herewith shall not be incorporated by reference into any filing by Harmonic under the Securities Act of 1933, as amended, or under the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release of Harmonic Inc., issued on October 28, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HARMONIC INC.

Date: October 28, 2010

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press release of Harmonic Inc., issued on October 28, 2010.

Exhibit 99.1

Harmonic Announces Third Quarter 2010 Results

Year-over-Year Growth in Revenue and Earnings;
Completed Acquisition of Omneon and Integration on Track

SAN JOSE, Calif.—October 28, 2010—Harmonic Inc. (NASDAQ: HLIT), a global leader in video infrastructure solutions, today announced its preliminary and unaudited results for the quarter ended October 1, 2010. These results for the third quarter of 2010 include a contribution from Omneon, Inc. from September 15, 2010 to the end of the quarter.

Net revenue for the third quarter of 2010 totaled $104.8 million, which included $5.6 million in Omneon revenue and excluded $1.3 million of certain deferred revenue that would otherwise have been recognized by Omneon had the acquisition not occurred.

Excluding Omneon’s contribution, Harmonic’s net revenue was $99.2 million, up 18% from $83.9 million in the third quarter of 2009 and up 4% from $95.5 million in the second quarter of 2010. Excluding Omneon’s contribution, Harmonic’s net revenue for the first nine months of 2010 was $279.6 million, up 20% from $232.9 million in the same period of 2009. Excluding Omneon, total bookings for Harmonic in the third quarter of 2010 were approximately $97.5 million, up 22% from approximately $79.9 million for the third quarter of 2009.

The year-over-year growth in revenues and bookings reflected continued demand across many geographies and markets. Excluding Omneon’s contribution, international sales represented 48% of Harmonic’s net revenues for the third quarter of 2010.

The Company reported a GAAP net loss for the third quarter of 2010 of $0.4 million, or $0.00 per diluted share, as compared to net income of $2.6 million, or $0.03 per diluted share, for the third quarter of 2009. Non-GAAP net income for the third quarter of 2010 was $9.0 million, or $0.09 per diluted share, up from $4.5 million, or $0.05 per diluted share, for the same period of 2009. Significant GAAP items that have been excluded in computing non-GAAP results include acquisition-related expenses, non-cash accounting charges for stock-based compensation expense, the fair value write up of acquired inventories sold, and the amortization of intangibles, retirement costs and certain tax adjustments. See “Use of Non-GAAP Financial Measures” and “GAAP to Non-GAAP Income (Loss) Reconciliation” below.

For the third quarter of 2010, Harmonic had GAAP gross margins of 45% and GAAP operating margins of 2%, up from 43% and (1%), respectively, for the same period of 2009. Excluding the GAAP items discussed above, non-GAAP gross margins were 49% and non-GAAP operating margins were 12% for the third quarter of 2010, up from 47% and 8%, respectively, for the same period of 2009.

As of October 1, 2010, the Company had cash, cash equivalents and short-term investments of $110.1 million, compared to $277.9 million as of July 2, 2010. During the third quarter of 2010, Harmonic used approximately $153.3 in cash to acquire Omneon and used $4.3 million in cash for operations.

“We’re pleased with the continued growth of our business and with the progress we’ve made to integrate Omneon into our operations,” said Patrick Harshman, President and Chief Executive Officer. “Our combined business continues to be driven by growing worldwide investment in new high definition services, expansion of our global customer base, and growing on-demand and new media services. Our sustained investment in innovative video technologies is paying off, as new and existing customers increasingly choose Harmonic to extend their video infrastructure.

“We expect the addition of Omneon to accelerate our growth, strengthen our gross margins and further expand our customer base into the leading media companies around the world. The combination of two strong market leaders positions Harmonic as the leading provider of video infrastructure solutions and the response from customers and partners to our joining forces has been very positive.”

Business Outlook

Harmonic anticipates net revenue in a range of $127 million to $132 million for the fourth quarter of 2010 and $412 million to $417 million for the full year 2010. These forecasts exclude $2 million to $3 million of certain deferred revenue in the fourth quarter and $3.3 million to $4.3 million for the full year that would otherwise have been recognized by Omneon had the acquisition not occurred. GAAP gross margins and operating expenses for the fourth quarter of 2010 are expected to be in the range of 43% to 45% and $63 to $65 million, respectively. Non-GAAP gross margins and operating expenses for the fourth quarter of 2010, which exclude charges for stock-based compensation, the fair value write up of acquired inventories sold, the amortization of intangibles, excess facilities and severance, are anticipated to be in the range of 50% to 52% and $51 to $52 million, respectively. These anticipated results include the full contribution of Omneon’s financial results for the entire fourth quarter of 2010.

Conference Call Information

Harmonic will host a conference call today to discuss its financial results at 2:00 p.m. Pacific (5:00 p.m. Eastern). A listen-only broadcast of the conference call can be accessed on the Company’s website at www.harmonicinc.com or by calling +1.706.634.9047 (conference identification code 50191657). The replay will be available after 6:00 P.M. Pacific at the same website address or by calling +1.706.645.9291 (conference identification code 50191657).

Harmonic Inc. offers a comprehensive, innovative and market-leading portfolio of video infrastructure solutions, spanning content production to multi-screen video delivery. Harmonic customers can efficiently create, prepare and deliver differentiated video services over broadcast, cable, Internet, mobile, satellite and telecom networks, while simplifying end-to-end asset management, reducing costs and streamlining workflows.

Harmonic (NASDAQ: HLIT) is headquartered in San Jose, California with R&D, sales and system integration centers worldwide. The company’s customers—including each of the top 20 Fortune 2000 media companies—choose Harmonic to enable their high quality video services delivered to consumers in virtually every country. Visit www.harmonicinc.com for more information

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 our final results for the third quarter ended October 1, 2010; our expectation that, with the addition of Omneon, we will accelerate our growth, strengthen our gross margins and further expand our customer base into the leading media companies around the world; and our expectations regarding net revenue, GAAP gross margins, GAAP operating expenses, non-GAAP gross margins and non-GAAP operating expenses for the fourth quarter and full year of 2010. Our expectations and beliefs 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 the possibility that: we will not be able to integrate Omneon into our business as effectively or efficiently as expected; Omneon does not provide Harmonic with the benefits that we currently expect from the acquisition; the trends toward more high-definition, on-demand and anytime, anywhere video will not continue to develop at its current pace, or at all; the possibility that our products will not generate sales that are commensurate with our expectations; the mix of products sold and the effect it has on gross margins; delays or decreases in capital spending in the cable, satellite and telco industries; customer concentration and consolidation; general economic conditions, including the

impact of recent turmoil in the global financial markets; market acceptance of new or existing Harmonic products; losses of one or more key customers; risks associated with Harmonic’s international operations; inventory management; the effect of competition; difficulties associated with rapid technological changes in Harmonic’s markets; the need to introduce new and enhanced products and the risk that our product development is not timely or does not result in expected benefits or market acceptance; risks associated with a cyclical and unpredictable sales cycle; and the risks that our international sales and support center will not provide the operational or tax benefits that we anticipate or that expenses exceed our plans. 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 annual report filed on Form 10-K for the year ended December 31, 2009, our Form 10-Q for the quarter ended July 2, 2010 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.

EDITOR’S NOTE — Product and company names used herein are trademarks or registered trademarks of their respective owners.

Harmonic Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

		October 1 , 2010				December 31, 2009
Assets
Current assets:
Cash and cash equivalents		$	70,523			$	152,477
Short-term investments			39,595				118,593
Accounts receivable, net			92,438				64,838
Inventories			57,176				35,066
Deferred income taxes			39,923				26,503
Prepaid expenses and other current assets			24,873				20,821
Total current assets			324,528				418,298
Property and equipment, net			38,752				25,941
Goodwill, intangibles and other assets			339,925				112,065
		$	703,205			$	556,304
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable			28,465				22,065
Income taxes payable			2,808				609
Deferred revenue			41,412				32,855
Accrued liabilities			40,045				37,584
Total current liabilities			112,730				93,113
Income taxes payable, long-term			41,768				43,948
Financing liability, long-term			—				6,908
Other non-current liabilities			20,106				4,862
Total liabilities			174,604				148,831
Stockholders’ equity:
Common stock			2,392,213				2,280,041
Accumulated deficit			(1,863,130	)			(1,872,533	)
Accumulated other comprehensive loss			(482	)			(35	)
Total stockholders’ equity			528,601				407,473
		$	703,205			$	556,304

Harmonic Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

		Three Months Ended								Nine Months Ended
		October 1, 2010				October 2, 2009				October 1, 2010				October 2, 2009
Net revenue		$	104,784			$	83,861			$	285,149			$	232,909
Cost of revenue			57,252				47,781				151,130				137,898
Gross profit			47,532				36,080				134,019				95,011
Operating expenses:
Research and development			19,002				15,879				52,946				45,825
Selling, general and administrative			25,999				19,405				70,917				61,431
Amortization of intangibles			959				1,367				2,026				3,289
Total operating expenses			45,960				36,651				125,889				110,545
Income (loss) from operations			1,572				(571	)			8,130				(15,534	)
Interest and other income (expense), net			(240	)			371				71				1,871
Income (loss) before income taxes			1,332				(200	)			8,201				(13,663	)
Provision for (benefit from) income taxes			1,693				(2,777	)			(1,202	)			10,523
Net income (loss)		$	(361	)		$	2,577			$	9,403			$	(24,186	)
Net income (loss) per share Basic		$	0.00			$	0.03			$	0.10			$	(0.25	)
Diluted		$	0.00			$	0.03			$	0.10			$	(0.25	)
Shares used to compute net income (loss) per share:
Basic			100,246				96,104				97,975				95,742
Diluted			100,246				96,732				98,633				95,742

Harmonic Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

		Nine Months Ended
		October 1, 2010				October 2, 2009
		(In thousands)
Cash flows from operating activities:
Net income (loss)		$	9,403			$	(24,186	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Amortization of intangibles			8,904				9,222
Depreciation			6,696				6,299
Stock-based compensation			10,180				7,637
Net loss on disposal of fixed assets			73				191
Deferred income taxes			(57	)			—
Other non-cash adjustments, net			1,344				1,995
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable			(10,531	)			(303	)
Inventories			(11,088	)			12,098
Prepaid expenses and other assets			(1,805	)			9,064
Accounts payable			(1,898	)			(1,279	)
Deferred revenue			994				(887	)
Income taxes payable			(85	)			2,156
Accrued excess facilities costs			(5,230	)			(4,446	)
Accrued and other liabilities			(5,688	)			(27,332	)
Net cash provided by (used in) operating activities			1,212				(9,771	)
Cash flows used in investing activities:
Purchases of investments			(39,035	)			(101,221	)
Proceeds from sale and maturities of investments			116,298				146,241
Acquisition of property and equipment, net			(29,837	)			(6,105	)
Acquisition of Rhozet			—				(453	)
Acquisition of Scopus			—				(63,053	)
Acquisition of Omneon			(153,254	)			—
Net cash used in investing activities			(105,828	)			(24,591	)
Cash flows provided by financing activities:
Building improvement allowance from landlord			18,833				—
Proceeds from issuance of common stock, net			3,918				4,239
Net cash provided by financing activities			22,751				4,239
Effect of exchange rate changes on cash and cash equivalents			(89	)			207
Net decrease in cash and cash equivalents			(81,954	)			(29,916	)
Cash and cash equivalents at beginning of period			152,477				179,891
Cash and cash equivalents at end of period		$	70,523			$	149,975

Harmonic Inc.
Revenue Information
(In thousands)
(Unaudited)

		Three Months Ended																Nine Months Ended
		October 1,								October 2,								October 1,								October 2,
		2010								2009								2010								2009
Product
Video Processing		$	51,005				49	%		$	39,880				48	%		$	139,893				49	%		$	113,840				49	%
Production and Playout			4,880				5	%			—				0	%			4,880				2	%			—				0	%
Edge and Access			34,712				33	%			32,673				39	%			104,519				37	%			89,132				38	%
Services and Support			14,187				13	%			11,308				13	%			35,857				12	%			29,937				13	%
Total		$	104,784				100	%		$	83,861				100	%		$	285,149				100	%		$	232,909				100	%
Geography
United States		$	54,538				52	%		$	40,282				48	%		$	146,387				51	%		$	118,932				51	%
International			50,246				48	%			43,579				52	%			138,762				49	%			113,977				49	%
Total		$	104,784				100	%		$	83,861				100	%		$	285,149				100	%		$	232,909				100	%
Market
Cable		$	63,071				60	%		$	47,246				56	%		$	172,193				60	%		$	139,105				60	%
Satellite and Telco			25,385				24	%			25,917				31	%			77,586				27	%			67,862				29	%
Broadcast, Media and Other			16,328				16	%			10,698				13	%			35,370				13	%			25,942				11	%
Total		$	104,784				100	%		$	83,861				100	%		$	285,149				100	%		$	232,909				100	%

NOTE: We have revised our market categories to combine the Telco revenue with the Satellite category. The data for prior periods has been revised to conform with this presentation.

Use of Non-GAAP Financial Measures

In establishing operating budgets, managing its business performance, and setting internal measurement targets, the Company excludes a number of items required by GAAP. Management believes that these accounting charges and credits, most of which are non-cash or non-recurring in nature, are not useful in managing its operations and business. Historically, the Company has also publicly presented these supplemental non-GAAP measures in order to assist the investment community to see the Company “through the eyes of management,” and thereby enhance understanding of its operating performance. The non-GAAP measures presented here are gross margins, operating expense, net income and net income per 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 contained in this press release. Management has excluded expenses incurred as a result of acquisitions made by the Company and restructuring activities, such as severance, charges incurred for excess facilities and losses on product discontinuances, as these are the result of infrequent events or have arisen outside of the ordinary course of the Company’s continuing operations. Additionally, management has excluded non-cash charges for stock-based compensation expense, the fair value write up of acquired inventories sold, and the amortization of intangibles related to acquisitions made by the Company. Finally, management has excluded certain discrete tax adjustments as these do not reflect future expected tax provisions or effective rates nor does the inclusion of this information in calculating our net income provide a meaningful comparison of current versus prior net income.

Harmonic Inc.
GAAP to Non-GAAP Income (Loss) Reconciliation
(Unaudited)

		Three Months Ended October 1, 2010												Three Months Ended October 2, 2009
(In thousands)		Gross Margin				Operating Expense				Net Income (loss)				Gross Margin				Operating Expense				Net Income (loss)
GAAP		$	47,532			$	45,960			$	(361	)		$	36,080			$	36,651			$	2,577
Purchase accounting fair value adjustments related to inventory			412								412				518								518
Cost of revenue related to stock based compensation expense			516								516				376								376
Research and development expense related to stock based compensation expense							(1,169	)			1,169								(972	)			972
Selling, general and administrative expense related to excess facilities expense							225				(225	)							(32	)			32
Selling, general and administrative expense related to restructuring costs																			(237	)			237
Selling, general and administrative expense related to severance costs							(788	)			788
Selling, general and administrative expense related to stock based compensation expense							(1,833	)			1,833								(1,346	)			1,346
Acquisition costs related to Omneon							(3,303	)			3,303
Amortization of intangibles			2,714				(959	)			3,673				2,207				(1,367	)			3,574
Discrete tax items and adjustments											(2,147	)											(5,175	)
Non-GAAP		$	51,174			$	38,133			$	8,961			$	39,181			$	32,697			$	4,457
GAAP income per share — basic										$	0.00											$	0.03
GAAP income per share — diluted										$	0.00											$	0.03
Non-GAAP income per share — basic										$	0.09											$	0.05
Non-GAAP income per share — diluted										$	0.09											$	0.05
Shares used in per-share calculation — basic											100,246												96,104
Shares used in per-share calculation — diluted, GAAP											100,246												96,732
Shares used in per-share calculation — diluted, non-GAAP											100,941												96,732

		Nine Months Ended October 1, 2010												Nine Months Ended October 2, 2009
(In thousands)		Gross Margin				Operating Expense				Net Income (loss)				Gross Margin				Operating Expense				Net Income (loss)
GAAP		$	134,019			$	125,889			$	9,403			$	95,011			$	110,545			$	(24,186	)
Cost of revenue related to severance costs															822								822
Cost of revenue related to Scopus product discontinuance															5,965								5,965
Purchase accounting fair value adjustments related to inventory			412								412				1,142								1,142
Cost of revenue related to stock based compensation expense			1,521								1,521				1,086								1,086
Research and development expense related to restructuring costs																			(712	)			712
Research and development expense related to stock based compensation expense							(3,435	)			3,435								(2,771	)			2,771
Selling, general and administrative expense related to excess facilities expense							225				(225	)							(423	)			423

		Nine Months Ended October 1, 2010												Nine Months Ended October 2, 2009
(In thousands)		Gross Margin				Operating Expense				Net Income (loss)				Gross Margin				Operating Expense				Net Income (loss)
Selling, general and administrative expense related to restructuring costs																			(2,291	)			2,291
Selling, general and administrative expense related to severance costs							(995	)			995
Selling, general and administrative expense related to stock based compensation expense							(5,224	)			5,224								(3,780	)			3,780
Acquisition costs related to Scopus																			(3,367	)			3,367
Acquisition costs related to Omneon							(5,692	)			5,692
Amortization of intangibles			6,878				(2,026	)			8,904				5,893				(3,289	)			9,182
Discrete tax items and adjustments											(11,449	)											4,265
Non-GAAP		$	142,830			$	108,742			$	23,912			$	109,919			$	93,912			$	11,620
GAAP income (loss) per share — basic										$	0.10											$	(0.25	)
GAAP income (loss) per share — diluted										$	0.10											$	(0.25	)
Non-GAAP income per share — basic										$	0.24											$	0.12
Non-GAAP income per share — diluted										$	0.24											$	0.12
Shares used in per-share calculation — basic											97,975												95,742
Shares used in per-share calculation — diluted, GAAP											98,633												95,742
Shares used in per-share calculation — diluted, non-GAAP											98,633												96,250

     

Harmonic Inc.
Revenue Information
(In thousands)
(Unaudited)

PRODUCT		2009Q1								2009Q2								2009Q3								2009Q4								2010Q1								2010Q2								2010Q3
Harmonic
Video Processing			35,664				53	%			38,297				47	%			39,880				48	%			48,813				56	%			38,890				46	%			49,998				52	%			51,005				51	%
Production and Playout			—				0	%			—				0	%			—				0	%			—				0	%			—				0	%			—				0	%			—				0	%
Edge and Access			24,243				36	%			32,216				40	%			32,673				39	%			28,223				33	%			35,544				42	%			34,263				36	%			34,712				35	%
Services and Support			7,849				11	%			10,780				13	%			11,308				13	%			9,621				11	%			10,388				12	%			11,283				12	%			13,453				14	%
Total			67,756								81,293								83,861								86,657								84,822								95,544								99,170
Omneon
Video Processing			—				0	%			—				0	%			—				0	%			—				0	%			—				0	%			—				0	%			—				0	%
Production and Playout			25,356				89	%			21,773				86	%			20,102				86	%			24,165				86	%			24,828				88	%			26,589				83	%			26,024				86	%
Edge and Access			—				0	%			—				0	%			—				0	%			—				0	%			—				0	%			—				0	%			—				0	%
Services and Support			2,982				11	%			3,518				14	%			3,266				14	%			3,834				14	%			3,389				12	%			5,340				17	%			4,307				14	%
Total			28,338								25,291								23,368								27,999								28,217								31,929								30,331
Consolidated
Video Processing			35,664				37	%			38,297				36	%			39,880				37	%			48,813				43	%			38,890				34	%			49,998				39	%			51,005				39	%
Production and Playout			25,356				26	%			21,773				20	%			20,102				19	%			24,165				21	%			24,828				22	%			26,589				21	%			26,024				20	%
Edge and Access			24,243				25	%			32,216				30	%			32,673				30	%			28,223				24	%			35,544				32	%			34,263				27	%			34,712				27	%
Services and Support			10,831				12	%			14,298				14	%			14,574				14	%			13,455				12	%			13,777				12	%			16,623				13	%			17,760				14	%
Total			96,094								106,584								107,229								114,656								113,039								127,473								129,501

GEOGRAPHY		2009Q1								2009Q2								2009Q3								2009Q4								2010Q1								2010Q2								2010Q3
Harmonic
United States			32,118				47	%			46,532				57	%			40,282				48	%			43,091				50	%			42,592				50	%			49,259				52	%			51,895				52	%
International			35,638				53	%			34,761				43	%			43,579				52	%			43,566				50	%			42,230				50	%			46,285				48	%			47,275				48	%
Total			67,756								81,293								83,861								86,657								84,822								95,544								99,170
Omneon
United States			11,590				41	%			7,012				28	%			7,438				32	%			8,974				32	%			7,040				25	%			16,197				51	%			10,520				35	%
International			16,748				59	%			18,279				72	%			15,930				68	%			19,025				68	%			21,177				75	%			15,732				49	%			19,811				65	%
Total			28,338								25,291								23,368								27,999								28,217								31,929								30,331
Consolidated
United States			43,708				45	%			53,544				50	%			47,720				45	%			52,065				45	%			49,632				44	%			65,456				51	%			62,415				48	%
International			52,386				55	%			53,040				50	%			59,509				55	%			62,591				55	%			63,407				56	%			62,017				49	%			67,086				52	%
Total			96,094								106,584								107,229								114,656								113,039								127,473								129,501

MARKET		2009Q1								2009Q2								2009Q3								2009Q4								2010Q1								2010Q2								2010Q3
Harmonic
Cable			38,214				56	%			53,645				66	%			47,246				56	%			53,836				62	%			56,017				66	%			53,106				56	%			62,993				64	%
Satellite and Telco			23,048				34	%			18,897				23	%			25,917				31	%			23,741				27	%			19,798				23	%			32,403				34	%			24,745				25	%
Broadcast, Media and Other			6,494				10	%			8,751				11	%			10,698				13	%			9,080				11	%			9,007				11	%			10,035				10	%			11,432				11	%
Total			67,756								81,293								83,861								86,657								84,822								95,544								99,170
			—								—								—								—								—								—								—
Omneon
Cable			407				1	%			364				1	%			336				1	%			403				1	%			424				1	%			449				1	%			426				1	%
Satellite and Telco			3,918				14	%			3,508				14	%			3,233				14	%			3,879				14	%			5,232				19	%			3,815				12	%			3,467				11	%
Broadcast, Media and Other			24,013				85	%			21,419				85	%			19,799				85	%			23,717				85	%			22,561				80	%			27,665				87	%			26,438				88	%
Total			28,338								25,291								23,368								27,999								28,217								31,929								30,331
			—								—								—								—								—								—								—
Consolidated
Cable			38,621				40	%			54,009				51	%			47,582				44	%			54,239				47	%			56,441				50	%			53,555				42	%			63,419				49	%
Satellite and Telco			26,966				28	%			22,405				21	%			29,150				27	%			27,620				24	%			25,030				22	%			36,218				28	%			28,212				22	%
Broadcast, Media and Other			30,507				32	%			30,170				28	%			30,497				29	%			32,797				29	%			31,568				28	%			37,700				30	%			37,870				29	%
Total			96,094								106,584								107,229								114,656								113,039								127,473								129,501
			—								—								—								—								—								—								—