Infinera Corporation                                                        
Condensed Consolidated Statements of Cash Flows                             
(In thousands)                                                              
(Unaudited)                                                                 
                                                                            
                                                     Nine Months Ended      
                                               ---------------------------- 
                                               September 28,  September 29, 
                                                    2013           2012     
                                               -------------  ------------- 
Cash Flows from Operating Activities:                                       
Net loss                                       $     (21,941) $     (69,242)
Adjustments to reconcile net loss to net                                    
 cashused in operating activities:                                          
  Depreciation and amortization                       18,574         17,274 
  (Recovery of) provision for other                                         
   receivables                                           (88)             - 
  Provision for doubtful accounts                         53             94 
  Amotization of debt discount and issuance                                 
   costs                                               2,552              - 
  Amortization of premium on investments                 870          1,610 
  Stock-based compensation expense                    23,802         31,684 
  Non-cash tax benefit                                     -            (18)
  Other gain                                            (243)          (479)
  Changes in assets and liabilities:                                        
    Accounts receivable                               19,805        (11,021)
    Other receivables                                  2,131         (2,228)
    Inventory                                         (3,603)       (28,774)
    Prepaid  expenses  and  other  assets                                  (8,398)                        33  
        Deferred  inventory  costs                                                        (160)                  4,877  
        Accounts  payable                                                                  (30,624)                (1,048)
        Accrued  liabilities  and  other  expenses                          1,640                    3,690  
        Deferred  revenue                                                                    (1,655)                (6,683)
        Accrued  warranty                                                                      6,680                    2,434  
                                                                                              -------------    -------------  
            Net  cash  provided  by  (used  in)  operating                                                            
              activities                                                                            9,395                (57,797)
                                                                                                                                                        
Cash  Flows  from  Investing  Activities:                                                                              
    Purchase  of  available-for-sale  investments                (206,528)              (50,134)
    Proceeds  from  sale  of  available-for-sale                                                                    
      investments                                                                                  2,850                    6,694  
    Proceeds  from  maturities  and  calls  of                                                                          
      investments                                                                                77,143                  95,368  
    Purchase  of  property  and  equipment                                  (13,605)              (22,238)
    Reimbursement  of  manufacturing  capacity                                                                      
      advance                                                                                                  -                          50  
    Change  in  restricted  cash                                                            110                      (564)
                                                                                              -------------    -------------  
        Net  cash  provided  by  (used  in)  investing                                                                
          activities                                                                          (140,030)                29,176  
                                                                                                                                                        
Cash  Flows  from  Financing  Activities:                                                                              
    Proceeds  from  issuance  of  debt,  net                                144,469                            -  
    Proceeds  from  issuance  of  common  stock                            21,551                  11,280  
    Repurchase  of  common  stock                                                    (1,541)                    (875)
                                                                                              -------------    -------------  
        Net  cash  provided  by  financing  activities                164,479                  10,405  
                                                                                                                                                        
Effect  of  exchange  rate  changes  on  cash                                  (881)                      358  
                                                                                                                                                        
Net  change  in  cash  and  cash  equivalents                              32,963                (17,858)
Cash  and  cash  equivalents  at  beginning  of                                                                      
  period                                                                                            104,666                  94,458  
                                                                                              -------------    -------------  
Cash  and  cash  equivalents  at  end  of  period          $          137,629    $            76,600  
                                                                                              =============    =============  
                                                                                                                                                        
Supplemental  disclosures  of  cash  flow                                                                              
  information:                                                                                                                              
    Cash  paid  for  income  taxes                                      $              1,536    $                  755  
Supplemental  schedule  of  non-cash  financing                                                                  
  activities:                                                                                                                                
    Non-cash  settlement  for  manufacturing                                                                          
      capacity  advance                                                        $                      -    $                  275  
    Transfer  of  inventory  to  fixed  assets                $              6,672    $                  738