Infinera Corporation Reports Second Quarter 2013 Financial Results

SUNNYVALE, CA -- (Marketwired) -- Jul 24, 2013 -- Infinera Corporation (NASDAQ: INFN), a leader in Intelligent Transport Networks™, today released financial results for the second quarter ended June 29, 2013.

GAAP revenues for the second quarter of 2013 were $138.4 million compared to $124.6 million in the first quarter of 2013 and $93.5 million in the second quarter of 2012.

GAAP gross margin for the second quarter of 2013 was 37% compared to 34% in the first quarter of 2013 and 35% in the second quarter of 2012. GAAP net loss for the quarter was $(10.0) million, or $(0.09) per share, compared to net loss of $(15.3) million, or $(0.13) per share, in the first quarter of 2013 and net loss of $(29.5) million, or $(0.27) per share, in the second quarter of 2012.

Non-GAAP gross margin for the second quarter of 2013 was 39% compared to 36% in the first quarter of 2013 and 37% in the second quarter of 2012, excluding non-cash stock-based compensation expenses. Non-GAAP net loss for the second quarter of 2013 was $(1.2) million, or $(0.01) per share excluding non-cash stock-based compensation expenses and the amortization of debt discount on our convertible senior notes. This compared to a non-GAAP net loss of $(7.3) million, or $(0.06) per share, in the first quarter of 2013 and a non-GAAP net loss of $(18.6) million, or $(0.16) per share, in the second quarter of 2012.

Management Commentary

"We continued to increase momentum in the second quarter, delivering strong revenue growth, improved gross margin, and positive cash flow from operations," said Tom Fallon, chief executive officer. "Customer acceptance of the DTN-X platform also continues to grow. During the quarter, we received seven new purchase commitments, including three from customers new to Infinera, bringing the total number of commitments to 34 since the platform was introduced a year ago.

"Our success reflects the strategic commitment of our customers to a new architecture as they face massive traffic growth, operational complexity and increasing demand for instant delivery of services. Infinera's recently announced Intelligent Transport Network offers a clear path for service providers to address these challenges, while providing a compelling economic value proposition.

"We remain focused on winning new network deployments and expanding our market presence to generate sustainable revenue growth and profitability in the future while we help our customers prepare for the Terabit Era."

Conference Call Information:

Infinera will host a conference call for analysts and investors to discuss its second quarter results and its outlook for the third quarter today at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). A live webcast of the conference call will also be accessible from the Investor Relations' section of the company's website at www.infinera.com. Following the webcast, an archived version will be available on the website for 90 days. To hear the replay, parties in the United States and Canada should call 1-800-846-1910. International parties can access the replay at 1-402-280-9953.

About Infinera

Infinera is a leader in Intelligent Transport Networks. Intelligent Transport Networks help carriers exploit the increasing demand for cloud-based services and data center connectivity as they advance into the Terabit Era. Infinera is unique in its use of breakthrough semiconductor technology to deliver large scale Photonic Integrated Circuit (PICs) and the application of PICs to vertically integrated optical networking solutions that deliver the industry's only commercially available 500 Gb/s FlexCoherent super-channels. Infinera Intelligent Transport Network solutions include the DTN-X, DTN and ATN platforms. Find more at www.infinera.com.

Forward-Looking Statements

This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. These statements are based on information available to Infinera as of the date hereof and actual results could differ materially from those stated or implied due to risks and uncertainties. Forward-looking statements include statements regarding Infinera's expectations, beliefs, intentions or strategies regarding the future including statements that customer acceptance of the DTN-X platform continues to grow; that our success reflects the strategic commitment of our customers to a new architecture as they face massive traffic growth, operational complexity and increasing demand for instant delivery of services; and that Infinera's recently announced Intelligent Transport Network™ offers a clear path for service providers to address these challenges, while providing a compelling economic value proposition. Such forward-looking statements can be identified by forward-looking words such as "anticipated," "believed," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include aggressive business tactics by our competitors, our reliance on single-source suppliers, our ability to protect our intellectual property, claims by others that we infringe their intellectual property, and our ability to respond to rapid technological changes, and other risks that may impact our business are set forth in our annual reports on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 5, 2013, as well as subsequent reports filed with or furnished to the SEC. These reports are available on our website at www.infinera.com and the SEC's website at www.sec.gov. Infinera assumes no obligation to, and does not currently intend to, update any such forward-looking statements.

Use of Non-GAAP Financial Information

In addition to disclosing financial measures prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP), this press release and the accompanying tables contain certain non-GAAP measures that exclude non-cash stock-based compensation expenses and amortization of debt discount on our convertible senior notes. We believe these adjustments are appropriate to enhance an overall understanding of our underlying financial performance and also our prospects for the future and are considered by management for the purpose of making operational decisions. In addition, these results are the primary indicators management uses as a basis for our planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income (loss), basic and diluted net income (loss) per share, or gross margin prepared in accordance with GAAP. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and are subject to limitations. For a description of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures, please see the section titled, "GAAP to Non-GAAP Reconciliations." We anticipate disclosing forward-looking non-GAAP information in our conference call to discuss our second quarter results, including an estimate of non-GAAP earnings for the third quarter of 2013 that excludes non-cash stock-based compensation expenses and amortization of debt discount on our convertible senior notes.

A copy of this press release can be found on the Investor Relations' page of Infinera's website at www.infinera.com.

Infinera Corporation and the Infinera logo are trademarks or registered trademarks of Infinera Corporation. All other trademarks used or mentioned herein belong to their respective owners.

                                                                            
                                                                            
Infinera Corporation                                                        
GAAP Condensed Consolidated Statements of Operations                        
(In thousands, except share data)                                                                   
(Unaudited)                                                                                                                                  
                                                                                                                                                        
                                                                    Three  Months  Ended          Six  Months  Ended      
                                                                  --------------------    --------------------  
                                                                    June  29,      June  30,      June  29,      June  30,  
                                                                        2013              2012              2013              2012      
                                                                  ---------    ---------    ---------    ---------  
Revenue:                                                                                                                                        
    Product                                                $  120,153    $    77,843    $  227,962    $  170,234  
    Ratable  product  and  related                                                                                              
      support  and  services                                494                523            1,028            1,054  
    Services                                                    17,738          15,092          34,020          26,871  
                                                                  ---------    ---------    ---------    ---------  
        Total  revenue                                    138,385          93,458        263,010        198,159  
                                                                                                                                                        
Cost  of  revenue  (1):                                                                                                                
    Cost  of  product                                      80,129          56,017        155,481        115,341  
    Cost  of  ratable  product  and                                                                                              
      related  support  and  services                  69                166                164                357  
    Cost  of  services                                      6,533            4,901          13,009            9,660  
                                                                  ---------    ---------    ---------    ---------  
        Total  cost  of  revenue                      86,731          61,084        168,654        125,358  
                                                                                                                                                        
Gross  profit                                                51,654          32,374          94,356          72,801  
                                                                                                                                                        
Operating  expenses  (1):                                                                                                          
    Research  and  development                    31,681          31,676          61,407          62,661  
    Sales  and  marketing                              17,155          17,777          35,201          36,019  
    General  and  administrative                11,426          12,320          21,298          23,404  
                                                                  ---------    ---------    ---------    ---------  
        Total  operating  expenses                60,262          61,773        117,906        122,084  
                                                                                                                                                        
Loss  from  operations                                (8,608)      (29,399)      (23,550)      (49,283)
                                                                                                                                                        
Other  income  (expense),  net:                                                                                                
    Interest  income                                            207                228                404                503  
    Interest  expense                                        (849)                  -              (849)                  -  
    Other  gain  (loss),  net:                          (158)              149              (361)            (275)
                                                                  ---------    ---------    ---------    ---------  
        Total  other  income                                                                                                            
          (expense),  net                                      (800)              377              (806)              228  
                                                                                                                                                        
Loss  before  income  taxes                        (9,408)      (29,022)      (24,356)      (49,055)
Provision  for  income  taxes                          601                527                932            1,106  
                                                                  ---------    ---------    ---------    ---------  
Net  loss                                                  $  (10,009)  $  (29,549)  $  (25,288)  $  (50,161)
                                                                  =========    =========    =========    =========  
                                                                                                                                                        
Net  loss  per  common  share,  basic                                                                                        
  and  diluted                                          $      (0.09)  $      (0.27)  $      (0.22)  $      (0.46)
                                                                  =========    =========    =========    =========  
                                                                                                                                                        
Weighted  average  shares  used  in                                                                                          
  computing  basic  and  diluted  net                                                                                        
  loss  per  common  share                          116,911        110,403        115,609        109,534  
                                                                  =========    =========    =========    =========  
                                                                                                                                                        
(1)  The  following  table  summarizes  the  effects  of  stock-based  compensation    
        related  to  employees  and  non-employees  for  the  three  and  six  months          
        ended  June  29,  2013  and  June  30,  2012:                                                                    
                                                                                                                                                        
                                                                                                                                                        
                                                                            Three  Months  Ended      Six  Months  Ended  
                                                                          -------------------  -------------------
                                                                            June  29,    June  30,    June  29,    June  30,
                                                                                2013            2012            2013            2012    
                                                                          ---------  ---------  ---------  ---------
        Cost  of  revenue                                    $          474  $          686  $          960  $      1,292
        Research  and  development                          2,622          3,695          5,741          7,015
        Sales  and  marketing                                    1,807          2,744          3,806          4,963
        General  and  administration                      1,591          2,705          2,360          4,928
                                                                          ---------  ---------  ---------  ---------
                                                                                  6,494          9,830        12,867        18,198
        Cost  of  revenue  -  amortization                                                                                    
          from  balance  sheet*                                  1,690          1,100          3,292          2,169
                                                                          ---------  ---------  ---------  ---------
        Total  stock-based  compensation                                                                                    
          expense                                                  $      8,184  $    10,930  $    16,159  $    20,367
                                                                          =========  =========  =========  =========
                                                                                                                                                        
          *  Stock-based  compensation  expense  deferred  to  inventory  and  deferred    
        inventory  costs  in  prior  periods  and  recognized  in  the  current  period.    
                                                                                                                                                        
                                                                                                                                                        
Infinera  Corporation                                                                                                                
GAAP  to  Non-GAAP  Reconciliations                                                                                        
(In  thousands,  except  per  share  data)                                                                              
(Unaudited)                                                                                                                                  
                                                                                                                                                        
                                                                Three  Months  Ended                Six  Months  Ended    
                                                    -----------------------------    ------------------  
                                                    June  29,    March  30,    June  30,    June  29,    June  30,  
                                                        2013              2013            2012            2013            2012      
                                                    --------    ---------    --------    --------    --------  
Reconciliation  of  Gross                                                                                                          
  Profit:                                                                                                                                        
U.S.  GAAP  as  reported          $  51,654    $    42,702    $  32,374    $  94,356    $  72,801  
Stock-based                                                                                                                                  
  compensation(1)                          2,164            2,088          1,786          4,252          3,461  
                                                    --------    ---------    --------    --------    --------  
Non-GAAP  as  adjusted            $  53,818    $    44,790    $  34,160    $  98,608    $  76,262  
                                                    ========    =========    ========    ========    ========  
                                                                                                                                                        
Reconciliation  of  Gross                                                                                                          
  Margin:                                                                                                                                        
U.S.  GAAP  as  reported                      37%                34%              35%              36%              37%
Stock-based                                                                                                                                  
  compensation(1)                                  2%                  2%                2%                1%                2%
                                                    --------    ---------    --------    --------    --------  
Non-GAAP  as  adjusted                        39%                36%              37%              37%              39%
                                                    ========    =========    ========    ========    ========  
                                                                                                                                                        
Reconciliation  of                                                                                                                      
  Lossfrom  Operations:                                                                                                              
U.S.  GAAP  as  reported          $  (8,608)  $  (14,942)  $(29,399)  $(23,550)  $(49,283)
Stock-based                                                                                                                                  
  compensation(1)                          8,184            7,975        10,930        16,159        20,367  
                                                    --------    ---------    --------    --------    --------  
Non-GAAP  as  adjusted            $      (424)  $    (6,967)  $(18,469)  $  (7,391)  $(28,916)
                                                    ========    =========    ========    ========    ========  
                                                                                                                                                        
Reconciliation  of  Net                                                                                                              
  Loss:                                                                                                                                            
U.S.  GAAP  as  reported          $(10,009)  $  (15,279)  $(29,549)  $(25,288)  $(50,161)
Stock-based                                                                                                                                  
  compensation(1)                          8,184            7,975        10,930        16,159        20,367  
Amortization  of  debt                                                                                                                
  discount(2)                                      580                    -                  -              580                  -  
                                                    --------    ---------    --------    --------    --------  
Non-GAAP  as  adjusted            $  (1,245)  $    (7,304)  $(18,619)  $  (8,549)  $(29,794)
                                                    ========    =========    ========    ========    ========  
                                                                                                                                                        
                                                                                                                                                        
Net  Loss  per  Common  Share                                                                                                      
  -  Basic:                                                                                                                                      
U.S.  GAAP  as  reported          $    (0.09)  $      (0.13)  $    (0.27)  $    (0.22)  $    (0.46)
                                                    ========    =========    ========    ========    ========  
Non-GAAP  as  adjusted            $    (0.01)  $      (0.06)  $    (0.17)  $    (0.07)  $    (0.27)
                                                    ========    =========    ========    ========    ========  
                                                                                                                                                        
                                                                                                                                                        
Net  Loss  per  CommonShare                                                                                                        
  -  Diluted:                                                                                                                                  
U.S.  GAAP  as  reported          $    (0.09)  $      (0.13)  $    (0.27)  $    (0.22)  $    (0.46)
                                                    ========    =========    ========    ========    ========  
Non-GAAP  as  adjusted(3)      $    (0.01)  $      (0.06)  $    (0.16)  $    (0.07)  $    (0.26)
                                                    ========    =========    ========    ========    ========  
                                                                                                                                                        
Weighted  average                                                                                                                        
  sharesused  in  computing                                                                                                        
  net  lossper  common  share                                                                                                      
  -  U.S.  GAAP:                                                                                                                              
Basic                                            116,911        114,308      110,403      115,609      109,534  
                                                    ========    =========    ========    ========    ========  
Diluted                                        116,911        114,308      110,403      115,609      109,534  
                                                    ========    =========    ========    ========    ========  
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
Weighted  average                                                                                                                        
  sharesused  in  computing                                                                                                        
  net  lossper  common  share                                                                                                      
  -  Non-GAAP:                                                                                                                                
Basic                                            116,911        114,308      110,403      115,609      109,534  
                                                    ========    =========    ========    ========    ========  
Diluted(3)                                  121,254        117,602      112,931      119,428      112,469  
                                                    ========    =========    ========    ========    ========  
                                                                                                                                                        
                                                                                                                                                        
(1)  Stock-based  compensation  expense  is  calculated  in  accordance  with  the      
        fair  value  recognition  provisions  of  Financial  Accounting  Standards          
        Board  Accounting  Standards  Codification  (ASC)  Topic  718,  Compensation-    
        Stock  Compensation  effective  January  1,  2006.  The  following  table              
        summarizes  the  effects  of  stock-based  compensation  related  to  employees  
        and  non-employees:                                                                                                            
                                                                                                                                                        
                                                                                                                                                        
                                                                        Three  Months  Ended            Six  Months  Ended
                                                              ---------------------------  -----------------
                                                              June  29,  March  30,  June  30,  June  29,  June  30,
                                                                  2013            2013          2012          2013          2012    
                                                              --------  ---------  --------  --------  --------
        Cost  of  revenue                        $        474  $          486  $        686  $        960  $    1,292
        Research  and  development            2,622          3,119        3,695        5,741        7,015
        Sales  and  marketing                      1,807          1,999        2,744        3,806        4,963
        General  and  administration        1,591              769        2,705        2,360        4,928
                                                              --------  ---------  --------  --------  --------
                                                                    6,494          6,373        9,830      12,867      18,198
        Cost  of  revenue  -                                                                                                              
          amortization  from  balance                                                                                            
          sheet*                                              1,690          1,602        1,100        3,292        2,169
                                                              --------  ---------  --------  --------  --------
        Total  stock-based                                                                                                              
          compensation  expense            $    8,184  $      7,975  $  10,930  $  16,159  $  20,367
                                                              ========  =========  ========  ========  ========
                                                                                                                                                        
        *  Stock-based  compensation  expense  deferred  to  inventory  and  deferred      
        inventory  costs  in  prior  periods  and  recognized  in  the  current  period.    
                                                                                                                                                        
                                                                                                                                                        
(2)  Under  GAAP,  certain  convertible  debt  instruments  that  may  be  settled  in  
        cash  on  conversion  are  required  to  be  separately  accounted  for  as              
        liability  (debt)  and  equity  (conversion  option)  components  of  the              
        instrument  in  a  manner  that  reflects  the  issuer's  non-convertible  debt    
        borrowing  rate.  Accordingly,  for  GAAP  purposes,  we  are  required  to            
        amortize  as  a  debt  discount  an  amount  equal  to  the  fair  value  of  the        
        conversion  option  that  was  recorded  in  equity  as  interest  expense  on  our
        $150  million  1.75%  convertible  debt  issuance  in  May  2013  over  the  term    
        of  the  notes.  These  amounts  have  been  adjusted  in  arriving  at  our  non-    
        GAAP  results  because  management  believes  that  this  non-cash  expense  is    
        not  indicative  of  ongoing  operating  performance  and  provides  a  better      
        indication  of  our  underlying  business  performance.                                            
                                                                                                                                                        
(3)  Diluted  shares  used  to  calculate  net  loss  per  share  on  a  non-GAAP  basis  
        provided  for  informational  purposes  only.                                                              
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
Infinera  Corporation                                                                                                                
Condensed  Consolidated  Balance  Sheets                                                                              
(In  thousands,  except  par  values)                                                                                      
(Unaudited)                                                                                                                                  
                                                                                                                                                        
                                                                                                        June  29,      December  29,  
                                                                                                            2013                  2012          
                                                                                                      ---------    -------------  
ASSETS                                                                                                                                            
                                                                                                                                                        
Current  assets:                                                                                                                          
    Cash  and  cash  equivalents                                                $  181,211    $          104,666  
    Short-term  investments                                                          120,437                  76,146  
    Accounts  receivable,  net  of  allowance  for                                                                  
      doubtful  accounts  of  $133  in  2013  and  $94  in                                                          
      2012                                                                                              96,668                107,039  
    Other  receivables                                                                        1,112                    2,909  
    Inventory                                                                                    121,317                127,809  
    Deferred  inventory  costs                                                              850                    1,029  
    Prepaid  expenses  and  other  current  assets                      14,495                    9,899  
                                                                                                      ---------    -------------  
        Total  current  assets                                                          536,090                429,497  
                                                                                                                                                        
Property,  plant  and  equipment,  net                                        78,391                  80,343  
Deferred  inventory  costs,  non-current                                          38                        100  
Long-term  investments                                                                  23,427                    2,874  
Cost-method  investment                                                                  9,000                    9,000  
Long-term  restricted  cash                                                            3,850                    3,868  
Deferred  tax  asset                                                                                  -                        805  
Other  non-current  assets                                                              5,564                    1,683  
                                                                                                      ---------    -------------  
        Total  assets                                                                      $  656,360    $          528,170  
                                                                                                      =========    =============  
                                                                                                                                                        
LIABILITIES  AND  STOCKHOLDERS'  EQUITY                                                                                
                                                                                                                                                        
Current  liabilities:                                                                                                                
    Accounts  payable                                                                  $    35,977    $            61,428  
    Accrued  expenses                                                                        18,221                  25,483  
    Accrued  compensation  and  related  benefits                      24,997                  22,325  
    Accrued  warranty                                                                          8,332                    7,262  
    Deferred  revenue                                                                        31,429                  26,744  
    Deferred  tax  liability                                                                      -                        805  
                                                                                                      ---------    -------------  
        Total  current  liabilities                                                118,956                144,047  
                                                                                                                                                        
    Long-term  debt                                                                          105,580                            -  
    Accrued  warranty,  non-current                                              11,369                    9,220  
    Deferred  revenue,  non-current                                                2,964                    3,210  
    Other  long-term  liabilities                                                  18,341                  15,557  
                                                                                                                                                        
Commitments  and  contingencies                                                                                              
                                                                                                                                                        
Stockholders'  equity:                                                                                                              
    Preferred  stock,  $0.001  par  value                                                                                  
    Authorized  shares  -  25,000  and  no  shares  issued                                                      
      and  outstanding                                                                                  -                            -  
    Common  stock,  $0.001  par  value                                                                                        
    Authorized  shares  -  500,000  as  of  June  29,  2013                                                      
      and  December  29,  2012                                                                                                        
    Issued  and  outstanding  shares  -  117,947  as  of                                                          
      June  29,  2013  and  112,461  as  of  December  29,                                                          
      2012                                                                                                    118                        112  
    Additional  paid-in  capital                                                1,000,10                                
                                                                                                                      6                930,618  
    Accumulated  other  comprehensive  loss                                (3,420)                (2,228)
    Accumulated  deficit                                                              (597,654)            (572,366)
                                                                                                      ---------    -------------  
    Total  stockholders'  equity                                                  399,150                356,136  
                                                                                                      ---------    -------------  
        Total  liabilities  and  stockholders'  equity          $  656,360    $          528,170  
                                                                                                      =========    =============  
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
Infinera  Corporation                                                                                                                
Condensed  Consolidated  Statements  of  Cash  Flows                                                          
(In  thousands)                                                                                                                            
(Unaudited)                                                                                                                                  
                                                                                                                                                        
                                                                                                                    Six  Months  Ended    
                                                                                                                -------------------  
                                                                                                                  June  29,    June  30,  
                                                                                                                      2013            2012      
                                                                                                                ---------    --------  
Cash  Flows  from  Operating  Activities:                                                                              
Net  loss                                                                                                $  (25,288)  $(50,161)
Adjustments  to  reconcile  net  loss  to  net  cash  used  in                                              
  operating  activities:                                                                                                            
    Depreciation  and  amortization                                                        12,621        11,224  
    (Recovery  of)  provision  for  other  receivables                              (88)                -  
    Provision  for  doubtful  accounts                                                            40                  -  
    Amortization  of  debt  discount  and  issuance  costs                        630                  -  
    Amortization  of  premium  on  investments                                            450          1,098  
    Stock-based  compensation  expense                                                  16,159        20,367  
    Other  gain                                                                                                  (243)          (501)
    Changes  in  assets  and  liabilities:                                                                                
        Accounts  receivable                                                                        10,332        24,416  
        Other  receivables                                                                              1,629            (477)
        Inventory                                                                                                  791      (24,770)
        Prepaid  expenses  and  other  assets                                            (4,083)        1,533  
        Deferred  inventory  costs                                                                    216          3,910  
        Accounts  payable                                                                            (23,980)      (8,753)
        Accrued  liabilities  and  other  expenses                                      (220)      (2,272)
        Deferred  revenue                                                                                4,440        (4,952)
        Accrued  warranty                                                                                3,219              837  
                                                                                                                ---------    --------  
            Net  cash  used  in  operating  activities                                (3,375)    (28,501)
                                                                                                                                                        
Cash  Flows  from  Investing  Activities:                                                                              
    Purchase  of  available-for-sale  investments                          (130,828)    (42,853)
    Proceeds  from  sale  of  available-for-sale  investments            2,850          5,194  
    Proceeds  from  maturities  and  calls  of  investments                62,647        70,464  
    Purchase  of  property  and  equipment                                              (9,431)    (19,770)
    Reimbursement  of  manufacturing  capacity  advance                              -                50  
    Change  in  restricted  cash                                                                        (6)          (230)
                                                                                                                ---------    --------  
            Net  cash  provided  by  (used  in)  investing                                                            
              activities                                                                                  (74,768)      12,855  
                                                                                                                                                        
Cash  Flows  from  Financing  Activities:                                                                              
    Proceeds  from  issuance  of  debt,  net                                          144,469                  -  
    Proceeds  from  issuance  of  common  stock                                      12,496          7,093  
    Repurchase  of  common  stock                                                              (1,499)          (839)
                                                                                                                ---------    --------  
            Net  cash  provided  by  financing  activities                      155,466          6,254  
                                                                                                                                                        
Effect  of  exchange  rate  changes  on  cash                                            (778)            (78)
                                                                                                                                                        
Net  change  in  cash  and  cash  equivalents                                        76,545        (9,470)
Cash  and  cash  equivalents  at  beginning  of  period                    104,666        94,458  
                                                                                                                ---------    --------  
Cash  and  cash  equivalents  at  end  of  period                            $  181,211    $  84,988  
                                                                                                                =========    ========  
                                                                                                                                                        
Supplemental  disclosures  of  cash  flow  information:                                                    
    Cash  paid  for  income  taxes                                                        $      1,148    $        595  
Supplemental  schedule  of  non-cash  financing  activities:                                          
    Non-cash  settlement  for  manufacturing  capacity                                                        
      advance                                                                                            $              -    $        275  
    Transfer  of  inventory  to  fixed  assets                                  $      4,684    $            -  
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
Infinera  Corporation                                                                                                                
Supplemental  Financial  Information                                                                                    
(Unaudited)                                                                                                                                  
                                                                                                                                                        
                            Q3'11      Q4'11      Q1'12      Q2'12      Q3'12      Q4'12      Q1'13      Q2'13  
                          -------  -------  -------  -------  -------  -------  -------  -------
Revenue                                                                                                                                    
  ($  Mil)            $104.0    $112.0    $104.7    $  93.5    $112.2    $128.1    $124.6    $138.4    
Gross  Margin                                                                                                                                
  %  (1)                      41%          42%          40%          37%          39%          36%          36%          39%
                          ------    ------    ------    ------    ------    ------    ------    ------  
  Invoiced                                                                                                                                      
    Shipment                                                                                                                                    
    Composition:                                                                                                                                                
  Domestic  %            65%          70%          71%          70%          70%          63%          63%          64%
  Inter-                                                                                                                                
    national  %          35%          30%          29%          30%          30%          37%          37%          36%
  Largest                                                                                                                                        
    Customer  %      <  10%          14%          13%          15%          13%          13%          14%      <  10%
                          ------    ------    ------    ------    ------    ------    ------    ------  
  Cash                                                                                                                                              
    Related                                                                                                                                      
    Information:  
                                                                                                                                              
  Cash  from                                                                                                                                    
    (used  in)                                                                                                                                  
    Operations                                                                                                                                
    ($  Mil)        $    4.1    $  (5.1)  $  (5.8)  $(22.7)  $(29.3)  $    8.3    $(21.3)  $  17.9  
  Capital                                                                                                                                        
    Expend-                                                                                                                                
    itures  
    ($  Mil)        $    5.9    $  16.1    $  13.6    $    6.1    $    2.5    $    3.2    $    4.9    $    4.5  
  Deprec-                                                                                                                                
    iation  &                                                                                                                                              
    Amorti-                                                                                                                                
    zation
    ($  Mil)        $    4.9    $    4.5    $    5.5    $    5.7    $    6.1    $    6.4    $    6.3    $    6.3  
  DSO's                      60            65            57            55            74            76            82            64  
                          ------    ------    ------    ------    ------    ------    ------    ------  
  Inventory                                                                                                                                    
    Metrics:                                                                                                                                    
  Raw                                                                                                                                                
    Materials                                                                                                                                  
    ($  Mil)        $    7.0    $  12.1    $  15.3    $  14.8    $  12.4    $  13.0    $  12.2    $    9.8  
  Work  in                                                                                                                                        
    Process                                                                                                                                  
    ($  Mil)        $  26.9    $  37.0    $  41.6    $  49.4    $  59.8    $  57.3    $  53.1    $  41.0  
  Finished                                                                                                                                      
    Goods                                                                                                                                      
    ($  Mil)        $  36.4    $  39.9    $  44.7    $  50.9    $  46.3    $  57.5    $  65.7    $  70.5  
                          ------    ------    ------    ------    ------    ------    ------    ------  
  Total                                                                                                                                            
    Inventory                                                                                                                                  
    ($  Mil)        $  70.3    $  89.0    $101.6    $115.1    $118.5    $127.8    $131.0    $121.3  
Inventory                                                                                                                                      
  Turns  (1)            3.5          2.9          2.5          2.1          2.3          2.6          2.4          2.8  
                          ------    ------    ------    ------    ------    ------    ------    ------  
  Worldwide                                                                                                                                    
    Headcount      1,151      1,181      1,210      1,228      1,235      1,242      1,219      1,238  
                          ------    ------    ------    ------    ------    ------    ------    ------  
                                                                                                                                                        
                                                                                                                                                        
(1)  Amounts  reflect  non-GAAP  results.  Non-GAAP  adjustments  include  non-cash  
        stock-based  compensation  expense.                                                                              
                                                                                                                                                        
                                                                                                                                                        
 

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