Infinera Corporation Reports Second Quarter 2009 Financial Results

Revenues of $69 Million for the Quarter; New Tier One Service Provider Announcement; Four New Customers Added


SUNNYVALE, CA--(Marketwire - July 21, 2009) - Infinera Corporation (NASDAQ: INFN), a leading provider of digital optical communications systems, today released financial results for the second quarter ended June 27, 2009.

--  GAAP revenues for the second quarter of 2009 were $68.9 million
    compared to $66.6 million for the first quarter of 2009 and $90.8 million
    on an adjusted GAAP basis in the second quarter of 2008.
--  GAAP gross margins for the quarter were 29%. Excluding non-cash stock-
    based compensation expense, non-GAAP gross margins were 31% in the second
    quarter of 2009 compared to 31% in the first quarter of 2009 and 47% on an
    adjusted GAAP basis in the second quarter of 2008.
--  GAAP net loss for the quarter was $27.1 million, or $0.28 per share.
    Excluding non-cash stock-based compensation expense, net loss on a non-GAAP
    basis was $18.2 million, or $0.19 per share, in the second quarter of 2009
    compared to a net loss of $17.6 million, or $0.19 per share, on a non-GAAP
    basis in the first quarter of 2009 and net income of $10.7 million, or
    $0.11 per diluted share, on an adjusted GAAP basis, for the second quarter
    of 2008.
    

Management Commentary

"We saw a number of positive developments in the second quarter, with both existing and new customers," said Jagdeep Singh, president and chief executive officer at Infinera. "There was a significant quarter-over-quarter increase in orders, including over 2,000 TAMs booked, and we continued our new customer win momentum adding four new customers to our roster. We also announced today a new tier one service provider, NTT, the world's second largest service provider.

"These developments indicate that our strategy of winning new footprint during the economic downturn to generate growth once the economy recovers is a sound one," said Singh. "We believe that over time, as the economy improves and as our customers add capacity to existing footprint, our gross margins will continue to rebound."

The company noted the following Q2 highlights:

--  Infinera added four new customers this quarter bringing total customer
    count to 62. This included a win at COLT for a Pan European network.
    
--  The new business at NTT is for its new IP backbone network in the
    Tokyo area. This win adds to Infinera's string of successes over the last
    12 months with tier one service providers, which also include business with
    Deutsche Telekom, OTE, TeliaSonera and two additional tier one service
    providers.
    
--  36 percent of Q2 revenue came from Europe and Asia with three of the
    top five customers for the quarter coming from these regions, one from
    Europe and two from Asia.
    
--  The company won a new sizeable submarine network build, its second in
    six months.
    


Footnote: For an explanation of our use of Non-GAAP and Adjusted GAAP measures and a full reconciliation of these measures to our GAAP results, please see the section of the accompanying tables titled "GAAP to Non-GAAP and Adjusted GAAP Reconciliations." We have not shown comparisons to our second quarter 2008 GAAP results in the body of this press release because those results were significantly affected by the recognition of ratable product and related support and services revenue from shipments made prior to the second quarter of 2008, which we believe makes those comparisons less useful for investors. See our GAAP Condensed Consolidated Statements of Operations attached to this release for these GAAP to GAAP comparisons.

Conference Call Information:

Infinera will host a conference call for analysts and investors to discuss its second quarter results and third quarter outlook 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 30 days. To hear the replay, parties in the United States and Canada should call 1-800-430-5981. International parties can access the replay at 1-402-220-2055.

About Infinera

Infinera provides Digital Optical Networking systems to telecommunications carriers worldwide. Infinera's systems are unique in their use of a breakthrough semiconductor technology: the Photonic Integrated Circuit (PIC). Infinera's systems and PIC technology are designed to provide optical networks with simpler and more flexible engineering and operations, faster time-to-service, and the ability to rapidly deliver differentiated services without reengineering their optical infrastructure. For more information, please visit www.infinera.com.

Forward-Looking Statements

This press release contains forward-looking statements, including statements about our products and business and statements about our future gross margins as the macroeconomic environment improves. These forward-looking statements involve risks and uncertainties, as well as assumptions that if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include our ability to react to trends and challenges in our business and the markets in which we operate; our ability to anticipate market needs and develop new or enhanced products to meet those needs; the adoption rate of our products; our ability to establish and maintain successful relationships with our customers; our ability to reduce customer concentration; our ability to compete in our industry; fluctuations in demand, sales cycles and prices for our products and services; shortages or price fluctuations in our supply chain; our ability to protect our intellectual property rights; general political, economic and market conditions and events; and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission (SEC). More information about these and other risks that may impact Infinera's business are set forth in our annual report on Form 10-K, which was filed with the SEC on February 17, 2009, as well as subsequent reports filed with the SEC. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements.

Non-GAAP and other Financial Measures

In addition to disclosing financial measures prepared in accordance with United States Generally Accepted Accounting Principles (GAAP), this press release and the accompanying tables contain certain non-GAAP and other financial measures that reflect adjusted GAAP revenue and exclude non-GAAP non-cash stock-based compensation. For a description of these non-GAAP financial measures, including the reasons why management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled "GAAP to Non-GAAP and Adjusted GAAP Reconciliations" as well as the accompanying notes on the use of certain non-GAAP measures. We anticipate disclosing forward-looking non-GAAP and other financial information in our conference call to discuss our second quarter of 2009 results, including an estimate of non-GAAP earnings for the third quarter of 2009 that excludes non-cash stock-based compensation expenses related to our equity awards and the right to purchase common stock under our Employee Stock Purchase Plan in the period.

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 per share data)
(Unaudited)

                                 Three Months Ended     Six Months Ended
                                --------------------  --------------------
                                 June 27,   June 28,   June 27,   June 28,
                                  2009       2008       2009       2008
                                ---------  ---------- ---------  ---------

Revenue:
   Product                      $  61,074  $   86,505 $ 120,222  $ 150,633
   Ratable product and related
    support and services              845      69,581     2,314    141,967
   Services                         7,013       5,023    12,976      6,762
                                ---------  ---------- ---------  ---------
       Total revenue               68,932     161,109   135,512    299,362

Cost of revenue (1):
   Cost of product                 45,699      47,124    89,564     86,789
   Cost of ratable product and
    related support and services      358      32,169     1,088     68,000
   Cost of services                 2,617       2,032     4,632      3,222
                                ---------  ---------- ---------  ---------
       Total cost of revenue       48,674      81,325    95,284    158,011

Gross profit                       20,258      79,784    40,228    141,351

Operating expenses (1):
   Sales and marketing             11,458      10,860    22,581     21,106
   Research and development        24,763      17,787    46,760     36,080
   General and administrative      11,478       8,502    21,605     16,919
   Amortization of intangible
    assets                             37          37        74         74
                                ---------  ---------- ---------  ---------
       Total operating expenses    47,736      37,186    91,020     74,179

Income (loss) from operations     (27,478)     42,598   (50,792)    67,172

Other income (expense), net:
   Interest income                    597       2,258     1,515      5,561
   Interest expense                     -           -         -         (3)
     Total other-than-temporary
      impairment losses            (2,747)          -    (2,747)         -
     Portion of loss recognized
      in other comprehensive
      loss                          1,814           -     1,814          -
                                ---------  ---------- ---------  ---------
   Net impairment losses
    recognized in earnings           (933)          -      (933)         -
   Other gain (loss), net             806         296    (1,008)     1,176
                                ---------  ---------- ---------  ---------
       Total other income
        (expense), net                470       2,554      (426)     6,734

Income (loss) before income
 taxes                            (27,008)     45,152   (51,218)    73,906
Provision for income taxes            103       2,267       221      3,427
                                ---------  ---------- ---------  ---------
Net income (loss)               $ (27,111) $   42,885 $ (51,439) $  70,479
                                =========  ========== =========  =========

Net income (loss) per common
 share:
  Basic                         $   (0.28) $     0.47 $   (0.54) $    0.77
                                =========  ========== =========  =========
  Diluted                       $   (0.28) $     0.44 $   (0.54) $    0.73
                                =========  ========== =========  =========

Weighted average shares used in
 computing net income (loss) per
 common share:
   Basic                           95,161      92,124    94,718     91,687
                                =========  ========== =========  =========
   Diluted                         95,161      97,284    94,718     96,988
                                =========  ========== =========  =========

(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 27, 2009 and June 28, 2008:

                                 Three Months Ended     Six Months Ended
                                --------------------  --------------------
                                 June 27,   June 28,   June 27,   June 28,
                                  2009       2008       2009       2008
                                ---------  ---------- ---------  ---------
   Cost of revenue              $     477  $      271 $     856  $     479
   Research and development         2,419       1,629     4,151      2,852
   Sales and marketing              1,599       1,164     3,013      2,014
   General and administration       3,513       2,072     6,158      3,574
                                ---------  ---------- ---------  ---------
                                    8,008       5,136    14,178      8,919
   Cost of revenue -
    amortization from balance
    sheet*                            904       1,219     1,470      2,369
                                ---------  ---------- ---------  ---------
   Total stock-based
    compensation expense        $   8,912  $    6,355 $  15,648  $  11,288
                                =========  ========== =========  =========

* Stock-based compensation expense deferred to inventory and to deferred
inventory costs in prior periods and recognized in the current period.


Infinera Corporation
GAAP to Non-GAAP and Adjusted GAAP Reconciliations

Infinera Corporation
GAAP to Non-GAAP Reconciliation
(In thousands, except per share data)
(Unaudited)

                                      Three Months Ended June 27, 2009
                                    -------------------------------------

                                                  Stock
                                       GAAP       Comp(1)       Non-GAAP
                                    ----------  ----------     ----------
Revenue
     Product and ratable revenue    $   61,919  $        -     $   61,919
     Services revenue                    7,013           - (a)      7,013
                                    ----------  ----------     ----------
Total revenue                           68,932           -         68,932
Cost of revenue                         48,674      (1,381)(d)     47,293
                                    ----------  ----------     ----------
Gross profit                            20,258       1,381         21,639
Gross margin                                29%                        31%
Operating expenses                      47,736      (7,531)        40,205
                                    ----------  ----------     ----------
Loss from operations                   (27,478)      8,912        (18,566)
Other income (expense), net                470           -            470
                                    ----------  ----------     ----------
Loss before provision
 for income taxes                      (27,008)      8,912        (18,096)
Provision for income taxes                 103           -            103
                                    ----------  ----------     ----------
Net loss                            $  (27,111) $    8,912     $  (18,199)
                                    ==========  ==========     ==========
Net loss per common share:
  Basic                             $    (0.28)                $    (0.19)
                                    ==========                 ==========
  Diluted                           $    (0.28)                $    (0.18)*
                                    ==========                 ==========
Weighted average shares used in
 computing net loss per common
 share:
  Basic                                 95,161                     95,161
                                    ==========                 ==========
  Diluted                               95,161                     98,960*
                                    ==========                 ==========

(1) See footnote to the Condensed Consolidated Statements of Operations
for a summary of the effects of stock-based compensation related to
employees and non-employees for the three months ended June 27, 2009.

* Diluted shares used to calculate net loss per share on a non-GAAP
basis provided for informational purposes only.


Infinera Corporation
GAAP to Non-GAAP Reconciliation
(In thousands, except per share data)
(Unaudited)
                                    Three Months Ended March 28, 2009
                                  --------------------------------------
                                                 Stock
                                     GAAP        Comp           Non-GAAP
                                  ----------  ----------       ----------


Revenue
     Product and ratable revenue  $   60,617  $        -       $   60,617
     Services revenue                  5,963           - (b)        5,963
                                  ----------  ----------       ----------
Total revenue                         66,580           -           66,580
Cost of revenue                       46,610        (945)(e)(g)    45,665
                                  ----------  ----------       ----------
Gross profit                          19,970         945           20,915
Gross margin                              30%                          31%
Operating expenses                    43,284      (5,791)(g)       37,493
                                  ----------  ----------       ----------
Loss from operations                 (23,314)      6,736          (16,578)
Other income (expense), net             (896)          -             (896)
                                  ----------  ----------       ----------
Loss before provision
        for income taxes             (24,210)      6,736          (17,474)
Provision for income taxes               118           -              118
                                  ----------  ----------       ----------
Net loss                          $  (24,328) $    6,736       $  (17,592)
                                  ==========  ==========       ==========
Net loss per common share:
  Basic                           $    (0.26)                  $    (0.19)
                                  ==========                   ==========
  Diluted                         $    (0.26)                  $    (0.18)*
                                  ==========                   ==========
Weighted average shares used in
 computing net loss per common
 share:
  Basic                               94,275                       94,275
                                  ==========                   ==========
  Diluted                             94,275                       97,592*
                                  ==========                   ==========

* Diluted shares used to calculate net loss per share on a non-GAAP
basis provided for informational purposes only.


Infinera Corporation
GAAP to Non-GAAP and Adjusted GAAP Reconciliations (Continued):

Infinera Corporation
GAAP to Adjusted GAAP Reconciliation
(In thousands, except per share data)
(Unaudited)

                            Three Months Ended June 28, 2008
              ------------------------------------------------------------
                                                                 Adjusted
                                                   Adjusted        GAAP
                                        Adjusted     GAAP        Excluding
                          Deferral        GAAP       Stock         Stock
                GAAP     Adjustments     Results     Comp          Comp
              ---------  ----------     ---------- ---------     ---------
Revenue
  Product and
   ratable
   revenue    $ 156,086  $  (70,349)(c) $   85,737 $       -     $  85,737
  Services
   revenue        5,023           -          5,023         -         5,023
              ---------  ----------     ---------- ---------     ---------
Total revenue   161,109     (70,349)        90,760         -        90,760
Cost of
 revenue         81,325     (32,090)(f)     49,235    (1,176)(h)    48,059
              ---------  ----------     ---------- ---------     ---------
Gross profit     79,784     (38,259)        41,525     1,176        42,701
Gross margin         50%                                                47%
Operating
 expenses        37,186           -         37,186    (4,865)(h)    32,321
              ---------  ----------     ---------- ---------     ---------
Income from
 operations      42,598     (38,259)         4,339     6,041        10,380
Other income
 (expense),
 net              2,554           -          2,554         -         2,554
              ---------  ----------     ---------- ---------     ---------
Income before
 provision
 for income
 taxes           45,152     (38,259)         6,893     6,041        12,934
Provision for
 income taxes     2,267           -          2,267         -         2,267
              ---------  ----------     ---------- ---------     ---------
Net income    $  42,885  $  (38,259)    $    4,626 $   6,041     $  10,667
              =========  ==========     ========== =========     =========
Net income
 per common
 share:
  Basic       $    0.47                                          $    0.12
              =========                                          =========
  Diluted     $    0.44                                          $    0.11
              =========                                          =========
Weighted
 average
 shares used
 in computing
 net income
 per common
 share:
  Basic          92,124                                             92,124
              =========                                          =========
  Diluted        97,284                                             97,284
              =========                                          =========

Use of Non-GAAP and Adjusted GAAP Information:

As described below, Infinera uses various non-GAAP and adjusted GAAP financial measures to supplement our condensed consolidated financial statements presented on a GAAP basis. 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 or basic and diluted net income per share 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.

Our usage of these non-GAAP and adjusted GAAP measures are further explained below:

--  Effective April 2008, we had established VSOE of fair value for most
    of our service offerings. From the second quarter of 2008 to the fourth
    quarter of 2008, we used adjusted GAAP measures of operating results, net
    income and net income per share. Adjusted GAAP results reflected our GAAP
    results reduced for amounts released from deferred revenue and deferred
    cost of inventory balances recorded prior to the second quarter of 2008 and
    previously reported in our invoiced shipment results.  Deferred services
    and deferred ratable and product revenue and cost amounts recorded after
    March 29, 2008 were not adjusted and were recognized on a GAAP basis in
    arriving at the adjusted GAAP results. We presented these non-GAAP measures
    of operating results, net income and net income per share, which included
    adjusted GAAP results and excluded non-GAAP stock-based compensation
    expense for these periods.
    
--  In the first quarter of 2009, we began using more traditional non-GAAP
    financial measures, which reflect our GAAP results and exclude stock-based
    compensation related expenses. All material deferred revenue and deferred
    cost of inventory balances recorded prior to the second quarter of 2008 and
    previously reported in our invoiced shipment results had been recognized in
    our GAAP results prior to December 27, 2008. Therefore, no further
    adjustments, other than the exclusion of stock-based compensation expense
    as described above, will be made to our GAAP revenue and cost of revenue on
    a go-forward basis.
    

(a) As described above, no adjustments have been made to our GAAP revenue as recorded in our condensed consolidated statements of operations for the period ended June 27, 2009.

The table below provides a breakdown of our deferred revenue balance as recorded on our balance sheet as of June 27, 2009 for informational purposes only:

                                Three Months Ended June 27, 2009
                      ----------------------------------------------------
                      Pre Mar 29,   Post Mar 29,
                      2008 Ratable  2008 Ratable
                      and Product   and Product
Deferred Revenue        Revenue       Revenue       Services      Total
                      ------------  ------------  -----------  -----------
(In thousands)
Beginning balance     $      6,706  $      3,441  $    10,447  $    20,594
Additions to deferred
 revenue                         -         3,087        6,470        9,557
Amortization to
 revenue                      (707)       (1,162)      (5,238)      (7,107)
                      ------------  ------------  -----------  -----------
Ending balance        $      5,999  $      5,366  $    11,679  $    23,044
                      ============  ============  ===========  ===========

                      ------------  ------------  -----------  -----------
Change in deferred
 revenue balance      $       (707) $      1,925  $     1,232  $     2,450
                      ============  ============  ===========  ===========

(b) As described above, no adjustments have been made to our GAAP revenue as recorded in our condensed consolidated statements of operations for the period ended March 28, 2009.

The table below provides a breakdown of our deferred revenue balance as recorded on our balance sheet as of March 28, 2009 for informational purposes only:


                                Three Months Ended March 28, 2009
                      ----------------------------------------------------
                      Pre Mar 29,   Post Mar 29,
                      2008 Ratable  2008 Ratable
                      and Product   and Product
Deferred Revenue        Revenue       Revenue       Services      Total
                      ------------  ------------  -----------  -----------
(In thousands)
Beginning balance     $      8,650  $      4,177  $     9,580  $    22,407
Additions to deferred
 revenue                         -           209        5,453        5,662
Amortization to
 revenue                    (1,944)         (945)      (4,586)      (7,475)
                      ------------  ------------  -----------  -----------
Ending balance        $      6,706  $      3,441  $    10,447  $    20,594
                      ============  ============  ===========  ===========

                      ------------  ------------  -----------  -----------
Change in deferred
 revenue balance      $     (1,944) $       (736) $       867  $    (1,813)
                      ============  ============  ===========  ===========

(c) Adjustment amount represents the release of ratable and product deferred revenue amounts related to periods prior to March 29, 2008 as these amounts have been previously reported as invoiced shipments. No adjustment has been made for changes in deferred services revenue as these amounts relate to future service deliverables and are appropriately deferred. Deferred ratable and product amounts recorded after March 29, 2008 have not been adjusted as these amounts are recognized on a GAAP basis in arriving at the adjusted GAAP results.

The deferred revenue adjustments recorded above are reconciled to the deferred revenue balance on our balance sheet in the table below:

                                Three Months Ended June 28, 2008
                      ----------------------------------------------------
                      Pre Mar 29,   Post Mar 29,
                      2008 Ratable  2008 Ratable
                      and Product   and Product
Deferred Revenue        Revenue       Revenue       Services      Total
                      ------------  ------------  -----------  -----------
(In thousands)
Beginning balance     $    131,689  $          -  $     3,805  $   135,494
Additions to deferred
 revenue                         -         4,979        3,651        8,630
Amortization to
 revenue                   (70,349)       (1,866)      (2,000)     (74,215)
                      ------------  ------------  -----------  -----------
Ending balance        $     61,340  $      3,113  $     5,456  $    69,909
                      ============  ============  ===========  ===========

                      ------------  ------------  -----------  -----------
Change in deferred
 revenue balance      $    (70,349) $      3,113  $     1,651  $   (65,585)
                      ============  ============  ===========  ===========

(d) No adjustments, other than the exclusion of stock-based compensation expense, as described above, have been made to our GAAP cost of revenue as recorded in our condensed consolidated statements of operations for the period ended June 27, 2009.

The table below provides a breakdown of our deferred inventory cost balance as recorded on our balance sheet as of June 27, 2009 for informational purposes only:

                                      Three Months Ended June 27, 2009
                                   ---------------------------------------
                                   Pre Mar 29,   Post Mar 29,
                                   2008 Ratable  2008 Ratable
                                   and Product   and Product
Deferred Inventory Cost                Cost          Cost         Total
                                   ------------  ------------  -----------
(In thousands)
Beginning balance                  $      2,802  $        700  $     3,502
Additions to deferred cost of
 revenue                                      -         2,188        2,188
Amortized to cost of revenue               (304)          (47)        (351)
                                   ------------  ------------  -----------
Ending balance                     $      2,498  $      2,841  $     5,339
                                   ============  ============  ===========

                                   ------------  ------------  -----------
Change in deferred inventory cost
 balance                           $       (304) $      2,141  $     1,837
                                   ============  ============  ===========

(e) No adjustments, other than the exclusion of stock-based compensation expense, as described above, have been made to our GAAP cost of revenue as recorded in our condensed consolidated statements of operations for the period ended March 28, 2009.

The table below provides a breakdown of our deferred inventory cost balance as recorded on our balance sheet as of March 28, 2009 for informational purposes only:

                                      Three Months Ended March 28, 2009
                                   ---------------------------------------
                                   Pre Mar 29,   Post Mar 29,
                                   2008 Ratable  2008 Ratable
                                   and Product   and Product
Deferred Inventory Cost                Cost          Cost         Total
                                   ------------  ------------  -----------
(In thousands)
Beginning balance                  $      3,221  $      1,016  $     4,237
Additions to deferred cost of
 revenue                                      -             1            1
Amortized to cost of revenue               (419)         (317)        (736)
                                   ------------  ------------  -----------
Ending balance                     $      2,802  $        700  $     3,502
                                   ============  ============  ===========

                                   ------------  ------------  -----------
Change in deferred inventory cost
 balance                           $       (419) $       (316) $      (735)
                                   ============  ============  ===========

(f) Adjustment amount represents the release of ratable and deferred product cost amounts related to periods prior to March 29, 2008 as these amounts have been previously included as invoiced shipments. Deferred ratable and product amounts recorded after March 29, 2008 have not been adjusted as these amounts are recognized on a GAAP basis in arriving at the adjusted GAAP results.

The deferred cost of inventory adjustments recorded above are reconciled to the deferred cost of inventory balance on our balance sheet in the table below:

                                       Three Months Ended June 28, 2008
                                   ---------------------------------------
                                   Pre Mar 29,   Post Mar 29,
                                   2008 Ratable  2008 Ratable
                                   and Product   and Product
Deferred Inventory Cost                Cost          Cost         Total
                                   ------------  ------------  -----------
(In thousands)
Beginning balance                  $     58,600  $          -  $    58,600
Additions to deferred cost of
 revenue                                      -           459          459
Amortized to cost of revenue            (32,090)           (9)     (32,099)
                                   ------------  ------------  -----------
Ending balance                     $     26,510  $        450  $    26,960
                                   ============  ============  ===========

                                   ------------  ------------  -----------
Change in deferred inventory cost
 balance                           $    (32,090) $        450  $   (31,640)
                                   ============  ============  ===========

(g) The following table summarizes the effects of stock-based compensation related to employees and non-employees for the three months ended March 29, 2009:


                                                   Three Months Ended
                                                   ------------------
                                                       March 28,
(In thousands)                                           2009
                                                   ------------------
Cost of revenue                                    $              379
Research and development                                        1,732
Sales and marketing                                             1,414
General and administration                                      2,645
                                                   ------------------
                                                                6,170
Cost of revenue - amortization from balance sheet*                566
                                                   ------------------
Total stock-based compensation expense             $            6,736
                                                   ==================

* Stock-based compensation expense deferred to inventory and deferred
inventory costs in prior periods and recognized in the current period.

(h) Excluded amount represents stock-based compensation expense on a non-GAAP basis. Stock-based compensation is a non-cash expense accounted for in accordance with the fair value recognition provisions of Statement of Financial Accounting Standards No. 123(R). While this is a large component of our expense, we believe investors want to evaluate our financial results both including and excluding the effects of stock-based compensation expense in order to compare our financial performance with that of other companies and between time periods.

The stock-based compensation expense excluded from cost of revenue is a non-GAAP financial measure and is reconciled to the corresponding GAAP amount in the table below:

                                                        Three Months Ended
                                                        ------------------
                                                             June 28,
                                                               2008
                                                        ------------------
(In thousands)
GAAP stock-based compensation in cost of revenue        $              271
GAAP stock-based compensation in cost of revenue -
 amortization from balance sheet                                     1,219
  Stock-based compensation not deferred to deferred
   inventory cost                                                        -
  Stock-based compensation previously recognized on
   invoiced shipment basis                                            (314)
                                                        ------------------
Non-GAAP stock-based compensation in cost of revenue    $            1,176
                                                        ==================



Infinera Corporation
Condensed Consolidated Balance Sheets
(In thousands, except par values)
(Unaudited)

                                                  June 27,    December 27,
                                                    2009          2008
                                                ------------  ------------
ASSETS

Current assets:
   Cash and cash equivalents                    $     94,151  $    166,770
   Short-term investments                            117,032        68,232
   Short-term restricted cash                          1,533           720
   Accounts receivable, net of allowance for
    doubtful accounts of $1,488 as of June 27,
    2009 and $1,700 as of December 27, 2008           54,059        69,354
   Other receivables                                     618         1,085
   Inventories, net                                   72,532        58,986
   Deferred inventory costs                            3,267         1,744
   Prepaid expenses and other current assets           7,427         6,311
                                                ------------  ------------
      Total current assets                           350,619       373,202

Property, plant and equipment, net                    48,102        46,820
Intangible assets                                      1,143         1,276
Deferred inventory costs, non-current                  2,072         2,493
Long-term investments                                 71,831        74,684
Long-term restricted cash                              2,534         2,179
Other non-current assets                               6,177         6,413
                                                ------------  ------------
      Total assets                              $    482,478  $    507,067
                                                ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                             $     34,112  $     34,048
   Accrued expenses                                   17,220        16,092
   Accrued compensation and related benefits          14,117        13,472
   Accrued warranty                                    5,573         5,205
   Deferred revenue                                   15,682        14,683
                                                ------------  ------------
      Total current liabilities                       86,704        83,500

   Accrued warranty, non-current                       4,797         4,735
   Deferred revenue, non-current                       7,362         7,724
   Other long-term liabilities                         6,712         5,645

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
     27, 2009 and December 27, 2008
     Issued and outstanding shares - 95,508
     as of June 27, 2009 and
     94,163 as of December 27, 2008                       96            94
   Additional paid-in capital                        721,402       699,705
   Accumulated other comprehensive loss               (2,418)       (3,598)
   Accumulated deficit                              (342,177)     (290,738)
                                                ------------  ------------
   Total stockholders' equity                        376,903       405,463
                                                ------------  ------------
   Total liabilities and stockholders' equity   $    482,478  $    507,067
                                                ============  ============



Infinera Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
                                                     Six Months Ended
                                                --------------------------
                                                  June 27,      June 28,
                                                    2009          2008
                                                ------------  ------------
Cash Flows from Operating Activities:
Net income (loss)                               $    (51,439) $     70,479
Adjustments to reconcile net income (loss) to
 net cash provided by (used in) operating
 activities:
   Depreciation and amortization                       7,898         5,469
   Net credit impairment losses in earnings              933             -
   Accretion of investment discount                       95          (725)
   Stock-based compensation expense                   15,648        11,288
   Put Rights                                          1,549             -
   Unrealized holding gains for trading
    securities                                        (1,522)            -
   Excess tax benefit from stock option
    transactions                                           -          (559)
   Tax benefit from stock option transactions              -           623
   Gain on disposal of assets                            (46)         (770)
   Other gain                                              -           (15)
   Changes in assets and liabilities:
       Accounts receivable                            15,770       (16,949)
       Inventories, net                              (12,563)          479
       Prepaid expenses and other current
        assets                                        (1,088)       (1,782)
       Deferred inventory costs                       (1,172)       54,143
       Other non-current assets                          241          (314)
       Accounts payable                                  (81)        4,901
       Accrued liabilities and other expenses          2,983        (6,902)
       Deferred revenue                                  636      (104,528)
       Accrued warranty                                  430           568
                                                ------------  ------------
         Net cash provided by (used in)
          operating activities                       (21,728)       15,406

Cash Flows from Investing Activities:
   Purchase of available-for-sale investments        (83,937)     (123,624)
   Proceeds from sale of available-for-sale
    investments                                            -        69,543
   Proceeds from maturities and call of
    investments and restricted cash                   36,839        82,304
   Proceeds from disposal of assets                      103           771
   Purchase of property and equipment                 (8,759)       (7,283)
                                                ------------  ------------
         Net cash provided by (used in)
          investing activities                       (55,754)       21,711

Cash Flows from Financing Activities:
   Proceeds from issuance of common stock              4,762         7,164
   Excess tax benefit from stock option
    transactions                                           -           559
   Repurchase of common stock                            (15)          (30)
                                                ------------  ------------
         Net cash provided by financing
          activities                                   4,747         7,693
                                                ------------  ------------
Effect of exchange rate changes on cash                  116           (56)
Net change in cash and cash equivalents              (72,619)       44,754
Cash and cash equivalents at beginning of
 period                                              166,770        91,209
                                                ------------  ------------
Cash and cash equivalents at end of period      $     94,151  $    135,963
                                                ============  ============

Supplemental disclosures of cash flow
 information:
   Cash paid for interest                       $          -  $          3
   Cash paid for income taxes                   $      1,113  $        593




Infinera Corporation
Supplemental Financial Information

                                  Q3'07      Q4'07      Q1'08      Q2'08
                                ---------  ---------  ---------  ---------
Revenue                         $    80.4  $    93.4  $    95.5  $    90.8
Gross Margin %                         43%        47%        45%        47%
                                ---------  ---------  ---------  ---------
Invoiced Shipment Composition:
Domestic %                             81%        81%        82%        78%
International %                        19%        19%        18%        22%
Largest Customer%                      28%        18%        31%        21%
                                ---------  ---------  ---------  ---------
Cash Related Information:
Cash from Operations            $    (2.0) $    18.9  $     9.8  $     5.6
Capital Expenditures            $     3.0  $     8.5  $     4.5  $     4.8
Depreciation & Amortization     $     2.7  $     2.7  $     2.6  $     2.9
DSO's                                  47         39         42         57
                                ---------  ---------  ---------  ---------
Inventory Metrics:
Raw Materials                   $     7.5  $    10.5  $     7.9  $     9.2
Work in Process                 $    34.8  $    35.1  $    40.6  $    34.6
Finished Goods                  $    14.8  $    13.0  $    10.7  $    13.8
                                ---------  ---------  ---------  ---------
Total Inventory                 $    57.1  $    58.6  $    59.2  $    57.6
Inventory Turns                       3.2        3.4        3.5        3.3
                                ---------  ---------  ---------  ---------
Worldwide Headcount                   668        711        799        853
                                ---------  ---------  ---------  ---------


                                  Q3'08      Q4'08      Q1'09      Q2'09
                                ---------  ---------  ---------  ---------
Revenue                         $    80.9  $    86.2  $    66.6  $    68.9
Gross Margin %                         42%        36%        31%        31%
                                ---------  ---------  ---------  ---------
Invoiced Shipment Composition:
Domestic %                             81%        73%        74%        64%
International %                        19%        27%        26%        36%
Largest Customer%                      27%        23%        30%        20%
                                ---------  ---------  ---------  ---------
Cash Related Information:
Cash from Operations            $     9.9  $    (5.4) $    (2.9) $   (18.8)
Capital Expenditures            $     5.9  $     7.8  $     6.0  $     2.8
Depreciation & Amortization     $     3.4  $     4.1  $     3.9  $     4.0
DSO's                                  55         74         61         72
                                ---------  ---------  ---------  ---------
Inventory Metrics:
Raw Materials                   $    10.0  $     9.1  $     7.7  $    10.1
Work in Process                 $    35.8  $    37.9  $    43.2  $    40.1
Finished Goods                  $    12.8  $    12.0  $    13.6  $    22.3
                                ---------  ---------  ---------  ---------
Total Inventory                 $    58.6  $    59.0  $    64.5  $    72.5
Inventory Turns                       3.2        3.8        2.8        2.6
                                ---------  ---------  ---------  ---------
Worldwide Headcount                   889        937        962        973
                                ---------  ---------  ---------  ---------

Periods prior to Q2'08 reflect invoiced shipments results; periods from
Q2'08 through Q4'08 reflect adjusted GAAP results; and Q1'09 going forward
reflects non-GAAP results.

Contact Information: Contacts: Press: Jeff Ferry jferry@infinera.com Infinera Corporation 408-572-5213 Investors/Analysts: Bob Blair bblair@infinera.com Infinera Corporation 408-716-4879

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