Slides
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November 5, 2026Third Quarter 2026 Results
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Important information 2 Caution Regarding Forward Looking StatementsThis presentation includes certain statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our current views with respect to future events and financial performance. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, our dependence on customers’ capital spending on data, communication and entertainment equipment, which could be negatively impacted by a regional or global economic downturn, among other factors; the potential impact of higher than normal inflation; concentration of sales among a limited number of customers; risks associated with our sales through channel partners; changes to the regulatory environment in which we and our customers operate; changes in technology; industry competition and the ability to retain customers through product innovation, introduction, and marketing; changes in cost and availability of key components, including memory chips, and the potential effect on customer pricing and timing of delivery of products to customers; risks related to our ability to implement price increases on our products and services; risks associated with our dependence on a limited number of key suppliers for certain components; risks related to the successful execution of our initiatives related to stranded costs reductions; potential difficulties in realigning manufacturing capacity and capabilities between our manufacturing facility and facilities of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions; the risk that our manufacturing operations, including our contract manufacturers on which we rely, encounter capacity, production, quality, financial or other difficulties causing difficulty in meeting customer demands; our ability to access available credit or otherwise obtain financing on acceptable terms or at all; our ability to generate cash to service any future indebtedness; our ability to fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments; possible future additional impairment charges for fixed or intangible assets, including goodwill; our ability to attract and retain qualified key employees; labor unrest; product quality or performance issues, including those associated with our suppliers or contract manufacturers, and associated warranty claims; our ability to maintain effective management information technology systems and to successfully implement major systems initiatives; cyber security incidents, including data security breaches, ransomware or computer viruses; the use of open standards; the long-term impact of climate change; significant international operations exposing us to economic risks like variability in foreign exchange rates and inflation, as well as political, geopolitical and other risks, including the impact of wars, regional conflicts and terrorism; our ability to comply with governmental anti-corruption laws and regulations worldwide; the impact of export and import controls and sanctions worldwide on our supply chain and ability to compete in international markets; changes in the laws and policies in the U.S. affecting trade, including the risk and uncertainty related to tariffs or potential trade wars and potential changes to laws and policies, that may impact our products and costs; the costs of protecting or defending intellectual property; costs and challenges of compliance with domestic and foreign social and environmental laws; the impact of litigation and similar regulatory proceedings in which we are involved or may become involved, including the costs of such litigation; the scope, duration and impact of disease outbreaks and pandemics, such as COVID-19, on our business, including employees, sites, operations, customers, supply chain logistics and the global economy; our stock price volatility; income tax rate variability and ability to recover amounts recorded as deferred tax assets; and other factors beyond our control. Management believes that presenting certain non-GAAP financial measures enhances an investor’s understanding of our financial performance. Management further believes that these financial measures are useful in assessing Vistance Networks’ operating performance from period to period by excluding certain items that we believe are not representative of our core business. Management also uses certain of these financial measures for business planning purposes and in measuring Vistance Networks’ performance relative to that of its competitors. Management believes these financial measures are commonly used by investors to evaluate Vistance Networks’ performance and that of its competitors. However, Vistance Networks’ use of certain non-GAAP terms may vary from that of others in its industry. Non-GAAP financial measures should not be considered as alternatives to operating income (loss), net income (loss), cash flow from operations or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance, operating cash flows or liquidity. A reconciliation of each of the non-GAAP measures discussed herein to their most comparable GAAP measures is below.
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•As of the second quarter earnings call, we expected year-end cash to be between $700 and $750 million.−Year end cash expectation included payout of the $1.10 billion or $5 per share special distribution on August 27th.•During the third quarter, implemented two programs to utilize a significant portion of excess cash since second quarter earnings.−In October, we announced an additional $1.50 per share or ~ $300 million special distribution to be paid on November 6th. −As of October 30th, we had utilized approximately $225 million of the previously authorized $250 million share buy back to repurchase 28.9 million shares.•Board approved an additional $100 million share repurchase program in November. If fully executed, expect to end the year with ~ $200 million of cash.Vistance will have returned approximately $4 billion of cash to shareholders in 20263 Cash Update
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4 Third quarter operating results•As expected, Aurora Networks Q3 Net Sales decreased 5% due to legacy product in Q3 2025, partially offset by higher ESD amplifier sales. •Aurora Adjusted EBITDA(1)of $57 million was up 5% versus prior year, due primarily to lower variable compensation.•Full year 2026 Adjusted Aurora EBITDA(1)revised to $180 to $200 million due to further increases in memory chip pricing and availability as well as large customer order timing•Continue to make progress with DOCSIS 4.0 upgrade cycle and advancement of new productsLong-term upgrade cycle on track despite near-term timing shifts(1) See appendix for reconciliation of non-GAAP adjusted measures.
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5 Third quarter results(1) Vistance Networks“Continuing Operations”(In $millions, except per share amounts)Y/Y Change3Q’26Results3Q’25Results-5%$320$338Net Sales+128%+1,040 bps+283%$5717.7%$0.23$257.3%$0.06Adj. EBITDA(2)Adj. EBITDA MarginAdj. EPS(2) Aurora Networks(In $millions)Y/Y Change 3Q’26Results3Q’25Results-5%$320$338Net Sales+5%+180 bps$5717.8%$5416.0%Adj. EBITDA(2)Adj. EBITDA Margin(1) Unless otherwise noted, the financial measures discussed reflect the results or otherwise pertain to the performance of Vistance continuing operations and exclude the results of the CCS, RUCKUS, OWN, and DAS discontinued operations.(2) See appendix for reconciliation of non-GAAP adjusted measures.
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Y-Y%Adj. EBITDA(1)($M)Y-Y%Net Sales ($M)Business Segment 6 Third quarter business highlights +5%-5%Aurora Networks$54 $57 (1) See appendix for reconciliation of non-GAAP adjusted measures. $338 $320 3Q’263Q’25•Lower revenue driven by a reduction in legacy license and product sales partially offset by higher next generation amplifier sales.•Adjusted EBITDA favorably impacted by lower incentive compensation partially offset by higher memory chip pricing, unfavorable mix and stranded costs.•Annual price impact of memory chips is approximately $40 million of which a portion will roll out next year.•Timing of large customer deployments and memory chip pricing and availability continues to impact business with further incremental impact expected in the fourth quarter of 2026.Observations3Q’263Q’25
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Cash flow update (1) 7 $135 $255 $(229)$(75)$(58)$151 $281 $(227)$(73)$(57)GAAP Cash Flow from Operations($M)Free Cash Flow ($M)(2) (1) The cash flows related to discontinued operations have not been segregated. Accordingly, this cash flow information includes the results of continuing and discontinued operations.(2) See appendix for reconciliation of non-GAAP adjusted measures.3Q’25 4Q’25 1Q’263Q’262Q’263Q’25 4Q’25 1Q’263Q’262Q’26Cash used during the third quarter reflected increased working capital requirements related to memory chip pricing and customer deployment timing
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8 Strong BalanceSheet•End of quarter cash on hand of $683 million up from $152 million in Q2 driven by Ruckus proceeds offset by special cash distribution and stock buybacks.•Repurchased 28.9 million shares as of October 30th, for a total of $225 million.−Paid out $1.10 billion or $5 per share in special distribution on August 27th.•In October we announced an additional special distribution of $1.50 per share or approximately $300 million to be paid on November 6th. •In Q2, we announced the expectation of a $160 million IRS tax refund in 2027. As a result of restructuring, we were able to pull $60 million of that refund into 2026, with the remaining $100 million to be refunded in 2027.•Undrawn ABL borrowing base of $159 million. •Board has approved an additional $100 million of share repurchases bringing total authorization to $350 million.•Strong balance sheet allows for investment in growth and hedge against volatility
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9Chuck TreadwayPresident and Chief Executive Officer Closing Remarks
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Appendix
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11 Statements of Operations2026 2025 2026 2025Net sales 319.7$ 337.8$ 937.7$ 897.5$ Cost of sales 207.3 217.4 596.2 527.2Gross profit 112.4 120.4 341.5 370.3Transition service agreement income 7.6 8.6 9.2 27.6Operating expenses:Selling, general and administrative 48.6 74.8 168.3 222.0Research and development 27.4 42.6 91.1 124.7Amortization of purchased intangible assets 19.0 21.6 59.6 66.8Restructuring costs, net 2.1 1.6 17.2 13.1Other — (0.1) — 4.8Total operating expenses97.1140.5336.2431.4Operating income (loss) 22.9 (11.5) 14.5 (33.5)Other income (expense), net (0.2) 0.1 3.2 (6.2)Interest expense (0.9) — (1.7) —Interest income 12.9 3.9 39.1 11.4Income (loss) from continuing operations before income taxes 34.7 (7.5) 55.1 (28.3)Income tax (expense) benefit 20.0 (11.4) 42.3 347.8Income (loss) from continuing operations 54.7 (18.9) 97.4 319.5Income from discontinued operations, net of income tax expense of $300.9, $27.9, $1,474.7 and $478.1, respectively975.9 127.3 6,736.3 604.7Net income 1,030.6 108.4 6,833.7 924.2Series A convertible preferred stock dividends — (17.3) (1.7) (51.3)Deemed dividend on redemption of Series A convertible preferred stock0.1—(11.8)—Net income attributable to common stockholders 1,030.7$ 91.1$ 6,820.2$ 872.9$ Basic:Earnings (loss) from continuing operations per share 0.24$ (0.16)$ 0.37$ 1.23$ Earnings from discontinued operations per share 4.35 0.57 29.85 2.76Earnings per share 4.59$ 0.41$ 30.22$ 3.99$ Diluted:Earnings (loss) from continuing operations per share 0.24$ (0.16)$ 0.36$ 1.17$ Earnings from discontinued operations per share 4.30 0.57 29.12 2.20Earnings per share 4.54$ 0.41$ 29.48$ 3.37$ Weighted average shares outstanding:Basic 224.7 221.5 225.7 218.7Diluted (a) 226.9 221.5 231.3 274.1(a) Calculation of diluted earnings per share:Net income attributable to common stockholders (basic and diluted)1,030.7$ 91.1$ 6,820.2$ 872.9$ Weighted average shares (basic) 224.7 221.5 225.7 218.7Dilutive effect of equity-based awards 2.2 — 5.6 10.2Dilutive effect of as-if converted Series A convertible preferred stock — — — 45.2Denominator (diluted) 226.9 221.5 231.3 274.1See notes to unaudited condensed consolidated financial statements included in our Form 10-Q. Vistance Networks, Inc. Condensed Consolidated Statements of Operations(Unaudited -- In millions, except per share amounts)Three Months E nded Nine Months E ndedSeptember 30, September 30,
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12 Balance SheetsU naudited September 30, 2026 December 31, 2025AssetsCash and cash equivalents 683.1$ 613.5$ Accounts receivable, net of allowance for credit losses of $0.5 and $1.2, respectively290.0 273.4Inventories, net 357.8 238.7Prepaid expenses and other current assets 89.6 46.0Current assets held for sale — 4,624.6Total current assets 1,420.5 5,796.2Property, plant and equipment, net of accumulated depreciation of $129.7 and $134.7, respectively44.6 50.3Goodwill 268.7 268.7Other intangible assets, net 659.3 719.1Deferred income taxes 305.6 1,722.3Other noncurrent assets 119.8 118.4Noncurrent assets held for sale — 696.0Total assets 2,818.5$ 9,371.0$ Liabilities and Stockholders' Equity (Deficit)Accounts payable 178.8$ 161.4$ Accrued and other liabilities 176.0 306.7Current liabilities held for sale — 1,027.4Total current liabilities 354.8 1,495.5Long-term debt — 7,260.2Deferred income taxes 64.4 67.3Other noncurrent liabilities 165.7 153.4Noncurrent liabilities held for sale — 120.0Total liabilities 584.9 9,096.4Commitments and contingenciesSeries A convertible preferred stock, $0.01 par value — 1,278.7Stockholders' equity (deficit):Preferred stock, $0.01 par value: Authorized shares: 200,000,000;Issued and outstanding shares: None and 1,278,653, respectively,Series A convertible preferred stock — —Common stock, $0.01 par value: Authorized shares: 1,300,000,000; Issued and outstanding shares: 212,979,678 and 223,260,316, respectively2.5 2.4Additional paid-in capital 2,511.6 2,487.9Retained earnings (accumulated deficit) 259.3 (3,040.8)Accumulated other comprehensive income (loss) 1.4 (118.7)Treasury stock, at cost: 39,678,750 shares and 18,665,426 shares, respectively(541.2)(334.9)Total stockholders' equity (deficit) 2,233.6 (1,004.1)Total liabilities and stockholders' equity (deficit) 2,818.5$ 9,371.0$ Vistance Networks, Inc. Condensed Consolidated Balance Sheets(In millions, except share amounts) See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.
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13 Statements of Cash Flows2026 2025 2026 2025Operating Activities:Net income 1,030.6$ 108.4$ 6,833.7$ 924.2$ Adjustments to reconcile net income to net cash generated by (used in) operating activities:Depreciation and amortization 22.2 74.7 84.7 227.9Equity-based compensation 7.6 10.7 23.7 27.3Deferred income taxes 154.8 31.4 1,390.8 32.7(Gain) loss on disposal of discontinued operations (1,256.4) 0.2 (8,265.7) (869.0)Noncash write-off of unamortized DFF and OID 0.5 — 101.8 —Changes in assets and liabilities:Accounts receivable (5.0) (108.8) (45.0) (347.3)Inventories (43.9) 22.5 (159.9) (67.5)Prepaid expenses and other assets 141.8 (72.8) (42.8) (148.9)Accounts payable and other liabilities (109.1) 82.3 (292.1) 208.2Other (0.6) 2.8 13.9 54.0Net cash generated by (used in) operating activities (57.5) 151.4 (356.9) 41.6Investing Activities:Additions to property, plant and equipment (0.2) (16.4) (4.4) (44.5)Proceeds from sale of property, plant and equipment — — — 10.0Net proceeds from divestitures 1,868.1 0.1 12,409.8 2,041.9Other 1.9 — 1.9 —Net cash generated by (used in) investing activities 1,869.8 (16.3) 12,407.3 2,007.4Financing Activities:Long-term debt repaid — — (7,370.8) (2,049.0)Long-term debt proceeds — — — 50.0Debt issuance costs (0.7) — (3.3) (5.7)Redemption of Series A convertible preferred stock — — (1,278.7) —Special distributions paid to common shareholders (1,118.9) — (3,435.2) —Dividends paid on Series A convertible preferred stock — — (1.7) —Proceeds from the issuance of common shares under equity-based compensation plans 0.1 — 1.9 —Tax withholding payments for vested equity-based compensation awards(4.5)(0.3)(47.7)(11.2)Repurchases of common stock(157.0)—(157.0)—Net cash used in financing activities (1,281.0) (0.3) (12,292.5) (2,015.9)Effect of exchange rate changes on cash and cash equivalents 0.2 (0.6) 2.4 8.9Change in cash and cash equivalents 531.5 134.2 (239.7) 42.0Cash and cash equivalents at beginning of period 151.6 571.1 922.8 663.3Cash and cash equivalents at end of period 683.1$ 705.3$ 683.1$ 705.3$ (1) The cash flows related to discontinued operations have not been segregated. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.See notes to unaudited condensed consolidated financial statements included in our Form 10-Q. Vistance Networks, Inc. Condensed Consolidated Statements of Cash Flows (1)(Unaudited -- In millions)Three Months E nded Nine Months EndedSeptember 30, September 30,
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14 Sales and Adjusted EBITDA by SegmentQ3 2026 Q3 2025Aurora (1)319.8$ 337.8$ (5.3) %Corporate and other (2)(0.1)—NMTotal net sales319.7$ 337.8$ (5.4) %Q3 2026 Q3 2025Aurora (1)56.8$ 54.1$ 5.0 %Corporate and other (4)(0.2)(29.3)(99.3) Total segment adjusted EBITDA56.6$ 24.8$ 128.2 %YOYSegment Adjusted EBITDA (3)% ChangeYOY(1) Reflects the results of Aurora, our reportable segment, which represent substantially all of our net sales and exclude general corporate costs that were previously allocated to the divested RUCKUS and CCS segments because they were not directly attributable to the divested segments.(4) Primarily reflects general corporate costs that were previously allocated to the divested RUCKUS and CCS segments. These indirect expenses have been classified as continuing operations because they were not directly attributable to the divested segments. The costs previously allocated to the CCS segment were reallocated to our remaining segments and partially offset by income under the Amphenol TSA beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the costs previously allocated to the RUCKUS segment were reallocated to our remaining segment and partially offset by income under the Belden TSA.(3) See “Non-GAAP Financial Measures” above.(2) Includes certain revenues reflected within continuing operations related to products associated with businesses affected by prior divestiture transactions. Such amounts continue to be reported within continuing operations based on the terms of the underlying transactions. Vistance Networks, Inc. Segment Information (Unaudited -- In millions)Segment Net Sales% Change
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15 Sales by RegionQ3 2026 Q3 2025United States 252.9$ 274.6$ (7.9) %Europe, Middle East and Africa 26.6 15.2 75.0Asia Pacific 18.5 16.6 11.4Caribbean and Latin America 10.3 16.3 (36.8)Canada 11.4 15.1 (24.5)Total net sales319.7$ 337.8$ (5.4) %YOYVistance Networks, Inc. Sales by Region(Unaudited -- In millions)Sales by Region% Change
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16 Adjusted EBITDA Reconciliation by SegmentAuroraCorporate and other (1)TotalOperating income (loss), as reported 23.0$ (0.1)$ 22.9$ Amortization of purchased intangible assets19.0 — 19.0Restructuring costs, net 2.1 — 2.1Equity-based compensation 7.4 — 7.4Transaction, transformation and integration costs2.3 — 2.3Depreciation 2.9 — 2.9Segment adjusted EBITDA 56.8$ (0.2) 56.6$ Segment adjusted EBITDA % of sales 17.8% NM 17.7%Vistance Networks, Inc. Reconciliation of GAAP to Segment Adjusted EBITDA(Unaudited -- In millions)Third Quarter 2026 Segment Adjusted EBITDA ReconciliationAuroraCorporate and other (1)TotalOperating income (loss), as reported 25.5$ (37.0)$ (11.5)$ Amortization of purchased intangible assets 21.4 0.2 21.6Restructuring costs, net 0.5 1.1 1.6Equity-based compensation 2.9 4.3 7.2Transaction, transformation and integration costs 0.3 1.0 1.3Depreciation 3.6 1.1 4.7Other — (0.1) (0.1)Segment adjusted EBITDA 54.1$ (29.3)$ 24.8$ Segment adjusted EBITDA % of sales 16.0% NM 7.3%NM – Not meaningful(1) The corporate and other category above primarily reflects general corporate costs that were previously allocated to the divested RUCKUS and CCS segments. These indirect expenses have been classified as continuing operations because they were not directly attributable to the divested segments. The costs previously allocated to the CCS segment were reallocated to our remaining segments and partially offset by income under the Amphenol TSA beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the costs previously allocated to the RUCKUS segment were reallocated to our remaining segment and partially offset by income under the Belden TSA.Components may not sum to total due to rounding.See “Non-GAAP Financial Measures” above.Third Quarter 2025 Segment Adjusted EBITDA Reconciliation
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17 Free Cash Flow ReconciliationQ32025Q42025Q12026Q22026Q32026Cash flow from operations 151.4$ 281.3$ (226.6)$ (72.7)$ (57.5)$ Capital expenditures (16.4) (25.8) (2.2) (2.0) (0.2)Free cash flow 135.0$ 255.5$ (228.8)$ (74.7)$ (57.7)$ (1) The cash flows related to discontinued operations have not been segregated. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.Vistance Networks, Inc. Free Cash Flow(Unaudited -- In millions)Free Cash Flow (1)
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18 Adjusted Gross Profit and Adjusted Operating Expense ReconciliationsQ3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026Gross profit, as reported 120.4$ 129.2$ 116.3$ 112.9$ 112.4$ Equity-based compensation — 0.1 0.1 (0.1) 0.1Adjusted gross profit 120.4$ 129.3$ 116.4$ 112.8$ 112.5$ Adjusted gross profit as % of sales35.6%37.2%39.0%35.3%35.2%Q3 2025 Q4 2025 Q1 2026 Q2 2026 Q3 2026Selling, general and administrative, as reported74.8$ 81.9$ 55.5$ 64.1$ 48.6$ Research and development, as reported42.6 40.4 32.9 30.8 27.4Operating expenses 117.4$ 122.3$ 88.4$ 94.9$ 76.0$ Equity-based compensation 7.2 7.3 4.3 6.8 7.3Transaction, transformation and integration costs1.3 8.9 4.5 7.6 2.3Adjusted operating expense 108.9$ 106.1$ 79.6$ 80.5$ 66.4$ Adjusted operating expense as % of sales32.2%30.5%26.7%25.2%20.8%Components may not sum to total due to rounding.See “Non-GAAP Financial Measures” above. Vistance Networks, Inc. Adjusted Gross Profit and Adjusted Operating Expense(Unaudited -- In millions)GAAP to Non-GAAP Adjusted Gross ProfitGAAP to Non-GAAP Adjusted Operating Expense
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19 Adjusted EBITDA Outlook ReconciliationAdjusted EBITDA Outlook ReconciliationAurora operating income40$ 52$ Adjustments:Amortization of purchased intangible assets8080Equity-based compensation2022Restructuring costs, net and transaction and transformation costs2832Depreciation1214Total adjustments to operating income140148Aurora adjusted EBITDA180$ 200$ See "Forward-Looking Statements" and "Non-GAAP Financial Measures" above.Our actual results may be impacted by additional events for which information is not currently available, such as additional restructuring activities, asset impairments, additional transaction, transformation and integration costs and other gains or losses related to events that are not currently known or measurable.Outlook Range2026Vistance Networks, Inc. Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures(Unaudited -- In millions)