8-K

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2023

INFINERA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-33486	77-0560433
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6373 San Ignacio Ave
San Jose,	California	95119
(Address of principal executive offices, including Zip Code)

(408) 572-5200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	INFN	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 23, 2023, Infinera Corporation (the “Company”) issued a press release announcing financial results for its fourth quarter and fiscal year ended December 31, 2022. The Company also posted on the Investor Relations section of its website (www.infinera.com) investor slides for its fourth quarter and fiscal year ended December 31, 2022 and outlook for its first quarter ending April 1, 2023. A copy of the press release and investor slides are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K. Information on the Company’s website is not, and will not be deemed, a part of this report or incorporated into this or any other filings that the Company makes with the Securities and Exchange Commission.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished under Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such a filing.

The press release and investor slides furnished herewith as Exhibit 99.1 and Exhibit 99.2 refer to certain non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the exhibit in which each such non-GAAP measure appears.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.

Exhibit No.	Description
99.1	Press release of Infinera Corporation dated February 23, 2023
99.2	Investor Slides dated February 23, 2023
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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

		INFINERA CORPORATION
Date: February 23, 2023	By:	/s/ NANCY ERBA
		Nancy Erba Chief Financial Officer

EX-99.1

Exhibit 99.1

Infinera Corporation Reports Fourth Quarter and Fiscal 2022 Financial Results

San Jose, Calif., February 23, 2023 - Infinera Corporation (NASDAQ: INFN) today released financial results for its fourth quarter and fiscal year ended December 31, 2022.

GAAP revenue for the quarter was $485.9 million compared to $390.4 million in the third quarter of 2022 and $400.3 million in the fourth quarter of 2021.

GAAP gross margin for the quarter was 37.1% compared to 34.4% in the third quarter of 2022 and 35.6% in the fourth quarter of 2021. GAAP operating margin for the quarter was 5.2% compared to (2.4)% in the third quarter of 2022 and (2.5)% in the fourth quarter of 2021.

GAAP net income for the quarter was $33.5 million, or $0.14 per diluted share, compared to net loss of $(11.9) million, or $(0.05) per diluted share, in the third quarter of 2022, and net loss of $(33.1) million, or $(0.16) per diluted share, in the fourth quarter of 2021.

Non-GAAP gross margin for the quarter was 38.7% compared to 37.8% in the third quarter of 2022 and 37.2% in the fourth quarter of 2021. Non-GAAP operating margin for the quarter was 10.5% compared to 5.2% in the third quarter of 2022 and 4.3% in the fourth quarter of 2021.

Non-GAAP net income for the quarter was $40.3 million, or $0.16 per diluted share, compared to net income of $9.9 million, or $0.05 per diluted share, in the third quarter of 2022, and $5.7 million, or $0.03 per diluted share, in the fourth quarter of 2021.

GAAP revenue for the year was $1,573.2 million compared to $1,425.2 million in 2021. GAAP gross margin for the year was 34.1% compared to 34.9% in 2021. GAAP operating margin for the year was (3.8)% compared to (6.1)% in 2021. GAAP net loss for the year was $(76.0) million, or $(0.35) per share, compared to $(170.8) million, or $(0.82) per share, in 2021.

Non-GAAP gross margin for the year was 37.3% compared to 37.6% in 2021. Non-GAAP operating margin for the year was 4.4% compared to 2.1% in 2021. Non-GAAP net income for the year was $26.1 million, or $0.12 per share, compared to net loss of $(8.8) million, or $(0.04) per share, in 2021.

A further explanation of the use of non-GAAP financial information and a reconciliation of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure can be found at the end of this press release.

Infinera CEO David Heard said, “Our fourth quarter revenue and operating profit beat consensus expectations and contributed to record performance for Infinera on many fronts. In the fourth quarter we grew product revenue by 26% and overall revenue by 21% compared to the same quarter a year ago, while operating profit improved approximately three-fold compared to the same quarter a year ago. We delivered these results despite the significant impact of elevated supply chain costs on our financial results. We expanded ICE6 revenue in the quarter, continued to win in the metro, deployed new line systems and advanced the qualification of our 400G ZR+ software-defined pluggables."

“For the full year of 2022, we ramped ICE6 to exceed our 25% of product revenue annual goal, grew total revenue by 10%, and improved operating margin by 230 basis points. Furthermore, we introduced our first subsystems products, which positions us well to access a new multibillion-dollar market that we believe can drive incremental growth, profitability and earnings per share as we focus on achieving our target business model."

Financial Outlook

Infinera's outlook for the quarter ending April 1, 2023, is as follows:

•Revenue is expected to be $380 million +/- $15 million.

•GAAP gross margin is expected to be 37.0% +/- 150 bps. Non-GAAP gross margin is expected to be 38.5% +/- 150 bps.

•GAAP operating expenses are expected to be $158 million +/- $2 million. Non-GAAP operating expenses are expected to be $141 million +/- $2 million.

•GAAP operating margin is expected to be (4.5)% +/- 250 bps. Non-GAAP operating margin is expected to be 1.5% +/- 250 bps.

•GAAP net loss per share is expected to be $(0.10) +/- $0.04. Non-GAAP net loss per share is expected to be $(0.02) +/- $0.04.

Fourth Quarter 2022 Investor Slides Available Online

Investor slides reviewing Infinera's fourth quarter of 2022 financial results will be furnished to the Securities and Exchange Commission (SEC) on a Current Report on Form 8-K and published on Infinera's Investor Relations website at investors.infinera.com prior to the fourth quarter of 2022 earnings conference call. Analysts and investors are encouraged to review these slides prior to participating in the conference call webcast. A copy of this press release can be found at investors.infinera.com.

Conference Call Information

Infinera will host a conference call for analysts and investors to discuss its results for the fourth quarter of 2022 and its outlook for the first quarter of 2023 today at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time). Interested parties may register for the conference call at https://conferencingportals.com/event/PUIteabr. A live webcast of the conference call will also be accessible from the Events section of Infinera’s website at investors.infinera.com. Replay of the audio webcast will be available at investors.infinera.com approximately two hours after the end of the live call.

Contacts:
Media: Anna Vue Tel. +1 (916) 595-8157 avue@infinera.com	Investors: Amitabh Passi, Head of Investor Relations Tel. +1 (669) 295-1489 apassi@infinera.com

About Infinera

Infinera is a global supplier of innovative open optical networking solutions that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. Infinera solutions deliver industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications. To learn more about Infinera, visit www.infinera.com, follow us on Twitter and LinkedIn, and subscribe for updates. Infinera and the Infinera logo are registered trademarks of Infinera Corporation.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or Infinera's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or the negative of these words or similar terms or expressions that concern Infinera's expectations, strategy, priorities, plans or intentions. Such forward-looking statements in this press release include, without limitation, Infinera’s future business plans and growth opportunities, including the potential for Infinera’s new subsystems products to drive market expansion, increase Infinera’s growth and profitability, and improve Infinera’s competitiveness in the future; and Infinera's financial outlook for the first quarter of 2023. These forward-looking statements are based on estimates and information available to Infinera as of the date hereof and are not guarantees of future performance; actual results could differ materially from those stated or implied due to risks and uncertainties. The risks and uncertainties that could cause Infinera’s results to differ materially from those expressed or implied by such forward-looking statements include supply chain and logistics issues, including delays, shortages, components that have been discontinued and increased costs, and Infinera's dependency on sole source, limited source or high-cost suppliers; the adverse impact inflation may have on Infinera by increasing costs beyond what it can recover through price increases; delays in the development, introduction or acceptance of new products or updates to existing products; fluctuations in demand, sales cycles and prices for products and services, including discounts given in response to competitive pricing pressures, as well as the timing of purchases by Infinera's key customers; aggressive business tactics by Infinera’s competitors and new entrants and Infinera's ability to compete in a highly competitive market; product performance problems; Infinera's ability to identify, attract and retain qualified personnel; the partial or complete loss of Infinera's manufacturing facilities, a reduction in yield of PICs or an inability to scale to meet customer demands; the effects of customer and supplier consolidation; Infinera’s ability to respond to rapid technological changes; failure to accurately forecast Infinera's manufacturing requirements or customer demand; Infinera’s future capital needs and its ability to generate the cash flow or otherwise secure the capital necessary to meet such capital needs; restrictions to our operations resulting from loan or other credit agreements; the effect of global and regional economic conditions on Infinera’s business, including effects on purchasing decisions by customers; risks and compliance obligations relating to Infinera's international operations as well as actions by the U.S. or foreign governments, including with respect to Russia's military operations in Ukraine; the effective tax rate of Infinera, which may increase or fluctuate; the impacts of foreign

currency fluctuations; Infinera's ability to service its debt obligations and pursue its strategic plan; potential dilution from the issuance of additional shares of common stock in connection with the conversion of Infinera's convertible senior notes; Infinera’s ability to protect its intellectual property; claims by others that Infinera infringes on their intellectual property rights; security incidents, such as data breaches or cyber-attacks; Infinera's ability to comply with various rules and regulations, including with respect to export control and trade compliance, environmental, social, governance, privacy and data protection matters; events that are outside of Infinera's control, such as natural disasters, human violence or other catastrophic events that could harm Infinera's operations; and other risks and uncertainties detailed in Infinera’s SEC filings from time to time. More information on potential factors that may impact Infinera’s business are set forth in Infinera's periodic reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 25, 2021, as filed with the SEC on February 23, 2022, and its Quarterly Report on Form 10-Q for the quarter ended September 24, 2022 as filed with the SEC on November 2, 2022, as well as subsequent reports filed with or furnished to the SEC from time to time. These reports are available on Infinera’s 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 financial measures that exclude in certain cases acquisition-related deferred revenue adjustment, stock-based compensation expenses, amortization of acquired intangible assets, acquisition and integration costs, restructuring and other related costs, inventory related charges, global distribution center transition costs, warehouse fire loss, litigation charges, amortization of debt discount on Infinera’s convertible senior notes, gain on extinguishment of debt, foreign exchange (gains) losses, net, and income tax effects. Infinera believes these adjustments are appropriate to enhance an overall understanding of its underlying financial performance and also its prospects for the future and are considered by management for the purpose of making operational decisions. In addition, the non-GAAP financial measures presented in this press release are the primary indicators management uses as a basis for its 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 revenue, gross margin, operating expenses, operating margin, net income (loss) and net income (loss) per common 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.

For a description of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures, please see the table titled “GAAP to Non-GAAP Reconciliations” and related footnotes.

Infinera has included forward-looking non-GAAP information in this press release, including an estimate of certain non-GAAP financial measures for the first quarter of 2023 that excludes stock-based compensation expense and amortization of acquired intangible assets. Please see the section titled “GAAP to Non-GAAP Reconciliation of Financial Outlook” below for specific adjustments.

Infinera Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended				Twelve months ended
	December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021
Revenue:
Product	$	398,880	$	316,956	$	1,268,624	$	1,099,376
Services	87,056		83,301		304,618		325,829
Total revenue	485,936		400,257		1,573,242		1,425,205
Cost of revenue:
Cost of product	255,449		206,577		852,476		732,071
Cost of services	45,485		45,580		161,630		174,008
Amortization of intangible assets	4,451		5,782		23,138		19,621
Restructuring and other related costs	37		(148)		222		1,531
Total cost of revenue	305,422		257,791		1,037,466		927,231
Gross profit	180,514		142,466		535,776		497,974
Operating expenses:
Research and development	77,986		75,783		306,188		299,894
Sales and marketing	41,373		39,052		146,445		138,829
General and administrative	31,639		28,411		118,602		115,415
Amortization of intangible assets	3,581		4,307		14,576		17,455
Acquisition and integration costs	—		—		—		614
Restructuring and other related costs	577		5,055		10,122		13,246
Total operating expenses	155,156		152,608		595,933		585,453
Income (loss) from operations	25,358		(10,142)		(60,157)		(87,479)
Other income (expense), net:
Interest income	467		365		893		455
Interest expense	(7,255)		(12,616)		(26,015)		(49,099)
Gain on extinguishment of debt	—		—		15,521		—
Other income (loss)	18,852		(8,228)		14,247		(22,667)
Total other income (expense), net	12,064		(20,479)		4,646		(71,311)
Income (loss) before income taxes	37,422		(30,621)		(55,511)		(158,790)
Provision for income taxes	3,964		2,447		20,532		11,988
Net income (loss)	$	33,458	$	(33,068)	$	(76,043)	$	(170,778)
Net income (loss) per common share:
Basic	$	0.15	$	(0.16)	$	(0.35)	$	(0.82)
Diluted	$	0.14	$	(0.16)	$	(0.35)	$	(0.82)
Weighted average shares used in computing net income (loss) per common share:
Basic	219,921		210,908		216,376		207,377
Diluted	258,030		210,908		216,376		207,377

Infinera Corporation

GAAP to Non-GAAP Reconciliations

(In thousands, except percentages)

(Unaudited)

	Three Months Ended												Twelve months ended
	December 31, 2022				September 24, 2022				December 25, 2021				December 31, 2022				December 25, 2021
Reconciliation of Revenue:
GAAP as reported	$	485,936			$	390,447			$	400,257			$	1,573,242			$	1,425,205
Acquisition-related deferred revenue adjustment(1)	—				—				979				—				3,913
Non-GAAP as adjusted	$	485,936			$	390,447			$	401,236			$	1,573,242			$	1,429,118
Reconciliation of Gross Profit and Gross Margin:
GAAP as reported	$	180,514	37.1	%	$	134,415	34.4	%	$	142,466	35.6	%	$	535,776	34.1	%	$	497,974	34.9	%
Acquisition-related deferred revenue adjustment(1)	—				—				979				—				3,913
Stock-based compensation expense(2)	2,763				2,239				2,034				9,485				7,928
Amortization of acquired intangible assets(3)	4,451				6,227				5,782				23,138				19,621
Restructuring and other related costs(5)	37				22				(148)				222				1,531
Inventory related charges(6)	(269)				938				(2,041)				14,381				6,582
Global distribution center transition costs(7)	509				1,600				—				2,109				—
Warehouse fire loss(8)	—				2,232				—				2,232				—
Non-GAAP as adjusted	$	188,005	38.7	%	$	147,673	37.8	%	$	149,072	37.2	%	$	587,343	37.3	%	$	537,549	37.6	%
Reconciliation of Operating Expenses:
GAAP as reported	$	155,156			$	143,722			$	152,608			$	595,933			$	585,453
Stock-based compensation expense(2)	13,834				11,457				11,233				51,530				43,884
Amortization of acquired intangible assets(3)	3,581				3,582				4,307				14,576				17,455
Acquisition and integration costs(4)	—				—				—				—				614
Restructuring and other related costs(5)	577				1,142				5,055				10,122				13,246
Litigation charges (9)	—				—				—				1,350				2,291
Non-GAAP as adjusted	$	137,164			$	127,541			$	132,013			$	518,355			$	507,963
Reconciliation of Income (Loss) from Operations and Operating Margin:
GAAP as reported	$	25,358	5.2	%	$	(9,307)	(2.4)	%	$	(10,142)	(2.5)	%	$	(60,157)	(3.8)	%	$	(87,479)	(6.1)	%
Acquisition-related deferred revenue adjustment(1)	—				—				979				—				3,913
Stock-based compensation expense(2)	16,597				13,696				13,267				61,015				51,812
Amortization of acquired intangible assets(3)	8,032				9,809				10,089				37,714				37,076
Acquisition and integration costs(4)	—				—				—				—				614
Restructuring and other related costs(5)	614				1,164				4,907				10,344				14,777
Inventory related charges(6)	(269)				938				(2,041)				14,381				6,582
Global distribution center transition costs(7)	509				1,600				—				2,109				—
Warehouse fire loss(8)	—				2,232				—				2,232				—
Litigation charges(9)	—				—				—				1,350				2,291
Non-GAAP as adjusted	$	50,841	10.5	%	$	20,132	5.2	%	$	17,059	4.3	%	$	68,988	4.4	%	$	29,586	2.1	%

	Three Months Ended						Twelve months ended
	December 31, 2022		September 24, 2022		December 25, 2021		December 31, 2022		December 25, 2021
Reconciliation of Net Income (Loss):
GAAP as reported	$	33,458	$	(11,930)	$	(33,068)	$	(76,043)	$	(170,778)
Acquisition-related deferred revenue adjustment(1)	—		—		979		—		3,913
Stock-based compensation expense(2)	16,597		13,696		13,267		61,015		51,812
Amortization of acquired intangible assets(3)	8,032		9,809		10,089		37,714		37,076
Acquisition and integration costs(4)	—		—		—		—		614
Restructuring and other related costs(5)	614		1,164		4,907		10,344		14,777
Inventory related charges(6)	(269)		938		(2,041)		14,381		6,582
Global distribution center transition costs(7)	509		1,600		—		2,109		—
Warehouse fire loss(8)	—		2,232		—		2,232		—
Litigation charges (9)	—		—		—		1,350		2,291
Amortization of debt discount on convertible senior notes(10)	—		—		7,627		—		29,411
Gain on extinguishment of debt(11)	—		(15,521)		—		(15,521)		—
Foreign exchange (gains) losses, net(12)	(18,328)		7,372		4,622		(12,767)		17,159
Income tax effects(13)	(308)		561		(709)		1,319		(1,618)
Non-GAAP as adjusted	$	40,305	$	9,921	$	5,673	$	26,133	$	(8,761)
Reconciliation of Adjusted EBITDA (14):
Non-GAAP Net Income (Loss)	$	40,305	$	9,921	$	5,673	$	26,133	$	(8,761)
Non-GAAP Interest expense	7,255		6,516		4,989		26,015		19,688
Non-GAAP Income tax effects	4,272		4,231		3,156		19,213		13,606
Non-GAAP Depreciation and Amortization	11,787		11,496		13,261		46,116		46,507
Non-GAAP as adjusted	$	63,619	$	32,164	$	27,079	$	117,477	$	71,040
Net Income (Loss) per Common Share - Basic:
U.S. GAAP as reported	$	0.15	$	(0.05)	$	(0.16)	$	(0.35)	$	(0.82)
Non-GAAP as adjusted	$	0.18	$	0.05	$	0.03	$	0.12	$	(0.04)
Net Income (Loss) per Common Share - Diluted:
U.S. GAAP as reported	$	0.14	$	(0.05)	$	(0.16)	$	(0.35)	$	(0.82)
Non-GAAP as adjusted	$	0.16	$	0.05	$	0.03	$	0.12	$	(0.04)
Weighted Average Shares Used in Computing Net Income/(Loss) per Common Share:
Basic	219,921		217,620		210,908		216,376		207,377
Diluted(15)	258,030		268,927		218,009		219,398		207,377

(1)The non-GAAP adjustments were related to maintenance support contracts assumed in the acquisition of Coriant, and the revenue was recognized through fiscal year 2021 to eliminate the effect of the deferred revenue fair value adjustment.

(2)Stock-based compensation expense is calculated in accordance with the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification 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 (in thousands):

	Three Months Ended						Twelve months ended
	December 31, 2022		September 24, 2022		December 25, 2021		December 31, 2022		December 25, 2021
Cost of revenue	$	2,763	$	2,239	$	2,034	$	9,485	$	7,928
Total cost of revenue	2,763		2,239		2,034		9,485		7,928
Research and development	6,292		5,768		4,472		23,553		18,554
Sales and marketing	3,296		3,201		3,276		13,311		12,345
General and administration	4,246		2,488		3,485		14,666		12,985
Total operating expenses	13,834		11,457		11,233		51,530		43,884
Total stock-based compensation expense	$	16,597	$	13,696	$	13,267	$	61,015	$	51,812

(3)Amortization of acquired intangible assets consists of developed technology, trade names, customer relationships and backlog acquired in connection with the acquisition of Coriant. Amortization of acquired intangible assets also consists of amortization of developed technology and customer relationships acquired in connection with the acquisition of Transmode AB. GAAP accounting requires that acquired intangible assets are recorded at fair value and amortized over their useful lives. As this amortization is non-cash, Infinera has excluded it from its non-GAAP gross profit, operating expenses and net income measures. Management believes the amortization of acquired intangible assets is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera's underlying business performance.

(4)Acquisition and integration costs consists of legal, financial, IT, manufacturing-related costs, employee-related costs and professional fees incurred in connection with the acquisition of Coriant.

(5)Restructuring and other related costs are primarily associated with Infinera's restructuring of certain international research and development operations, the reduction of operating costs and the reduction of headcount. In addition, this includes accelerated amortization on operating lease right-of-use assets due to the cessation of use of certain facilities. Management has excluded the impact of these charges in arriving at Infinera's non-GAAP results as they are non-recurring in nature and its exclusion provides a better indication of Infinera's underlying business performance.

(6)Inventory related charges were incurred as a result of the exit from certain product lines in connection with restructuring initiatives. Management has excluded the impact of these charges in arriving at Infinera's non-GAAP results as they are non-recurring in nature and their exclusion provides a better indication of Infinera's underlying business performance.

(7)Global distribution center transition costs were primarily freight and handling costs incurred to transfer and consolidate our inventory from existing warehouses to our global distribution center in southeastern Asia. Management has excluded the impact of these costs in arriving at Infinera's non-GAAP results as they are non-recurring in nature and their exclusion provides a better indication of Infinera's underlying business performance.

(8)Warehouse fire loss was incurred due to inventory destroyed in a warehouse fire. Management has excluded the impact of this loss in arriving at Infinera's non-GAAP results as it is non-recurring in nature and its exclusion provides a better indication of Infinera's underlying business performance.

(9)Litigation charges are associated with the settlement of litigation matters. Management has excluded the impact of this charge in arriving at Infinera's non-GAAP results because it is non-recurring, and management believes that this expense is not indicative of ongoing operating performance.

(10)Effective the first quarter of 2022, Infinera no longer recognizes interest expense for amortization of debt discount as a result of the adoption of new debt guidance.

(11)Gain on extinguishment of debt was recognized from the accounting for the partial repurchase of the 2024 convertible senior notes. Management has excluded the impact of this gain in arriving at Infinera's non-GAAP results as it is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera's underlying business performance.

(12)Foreign exchange (gains) losses, net, have been excluded from Infinera's non-GAAP results because management believes that this expense is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera's underlying business performance.

(13)The difference between the GAAP and non-GAAP tax provision is due to the net tax effects of the purchase accounting adjustments, acquisition-related costs and amortization of acquired intangible assets. Management believes the exclusion of these tax effects provides a better indication of Infinera's underlying business performance.

(14)Adjusted EBITDA is a non-GAAP supplemental measure of operating performance that does not represent and should not be considered an alternative to operating loss or cash flow from operations, as determined by GAAP. Infinera's adjusted EBITDA is calculated by excluding the above non-GAAP adjustments, interest expenses, income tax effects and depreciation and amortization expenses. Management believes that adjusted EBITDA is an important financial measure for use in evaluating Infinera's financial performance, as it measures the ability of our business operations to generate cash.

(15)The non-GAAP diluted shares include the potentially dilutive securities from Infinera's stock-based benefit plans and convertible senior notes excluded from the computation of dilutive net loss per share attributable to common stockholders on a GAAP basis because the effect would have been anti-dilutive. These potentially dilutive securities are added for the computation of diluted net income per share on a non-GAAP basis in periods when Infinera has net income on a non-GAAP basis as its inclusion provides a better indication of Infinera's underlying business performance. Refer to the Diluted earnings per share reconciliation presented below.

For purposes of calculating non-GAAP diluted earnings per share, we used the following net income (loss) and weighted average common shares outstanding (in thousands):

	Three months ended						Twelve months ended
	December 31, 2022		September 24, 2022		December 25, 2021		December 31, 2022		December 25, 2021
Non-GAAP net income (loss) for basic earnings per share	$	40,305	$	9,921	$	5,673	$	26,133	$	(8,761)
Interest expense related to the convertible senior notes, net of tax (1)	1,637		2,264		—		—		—
Non-GAAP net income (loss) for diluted earnings per share	$	41,942	$	12,185	$	5,673	$	26,133	$	(8,761)
Weighted average basic common shares outstanding	219,921		217,620		210,908		216,376		207,377
Dilutive effect of restricted and performance share units	1,574		1,422		4,875		2,935		—
Dilutive effect of employee stock purchase plan	18		19		—		87		—
Dilutive effect of convertible debt instruments (2)	36,517		49,866		2,226		—		—
Weighted average dilutive common shares outstanding	258,030		268,927		218,009		219,398		207,377
Non-GAAP net income (loss) per common share:
Basic	$	0.18	$	0.05	$	0.03	$	0.12	$	(0.04)
Diluted	$	0.16	$	0.05	$	0.03	$	0.12	$	(0.04)

(1)The Company adopted ASU 2020-06 effective December 26, 2021, under the modified retrospective approach. As such, for purposes of calculating net income for diluted earnings per share, we have not made any adjustments for the quarter and year ended December 25, 2021.

(2)For the years ended December 31, 2022, and December 25, 2021, there were 55.8 million and 4.4 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.

Infinera Corporation

GAAP to Non-GAAP Reconciliations

(In thousands)

(Unaudited)

Free Cash Flow

We define free cash flow as net cash provided by (used in) operating activities in the period minus the purchase of property and equipment, net made in the period.

Free cash flow is considered a non-GAAP financial measure under the SEC’s rules. Management believes that free cash flow is an important financial measure for use in evaluating Infinera's financial performance, as it measures our ability to generate additional cash from our business operations. Free cash flow should be considered in addition to, rather than as a substitute for, net loss as a measure of our performance or net cash provided by (used in) operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations. Therefore, we believe it is important to view free cash flow as supplemental to our entire statement of cash flows.

	Three Months Ended						Twelve months ended
	December 31, 2022		September 24, 2022		December 25, 2021		December 31, 2022		December 25, 2021
Net cash (used in) provided by operating activities	$	(564)	$	19,635	$	1,369	$	(37,560)	$	28,128
Purchase of property and equipment, net	(8,303)		(11,024)		(9,065)		(46,053)		(41,379)
Free cash flow	$	(8,867)	$	8,611	$	(7,696)	$	(83,613)	$	(13,251)

Infinera Corporation

Condensed Consolidated Balance Sheets

(In thousands, except par values)

(Unaudited)

	December 31, 2022		December 25, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	178,657	$	190,611
Short-term restricted cash	7,274		2,840
Accounts receivable, net	419,735		358,954
Inventory	374,855		291,367
Prepaid expenses and other current assets	152,451		147,989
Total current assets	1,132,972		991,761
Property, plant and equipment, net	172,929		160,218
Operating lease right-of-use assets	34,543		45,338
Intangible assets	47,787		86,574
Goodwill	232,663		255,788
Long-term restricted cash	3,272		9,070
Other long-term assets	44,972		38,475
Total assets	$	1,669,138	$	1,587,224
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	304,880	$	216,404
Accrued expenses and other current liabilities	141,450		147,029
Accrued compensation and related benefits	78,849		88,021
Short-term debt, net	510		533
Accrued warranty	19,747		23,204
Deferred revenue	158,501		137,297
Total current liabilities	703,937		612,488
Long-term debt, net	667,719		476,789
Long-term accrued warranty	16,874		21,106
Long-term deferred revenue	23,178		31,612
Long-term deferred tax liability	2,348		2,364
Long-term operating lease liabilities	45,862		54,326
Other long-term liabilities	29,573		64,768
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 December 31, 2022 and December 25, 2021 Issued and outstanding shares - 220,408 as of December 31, 2022 and 211,381 as of December 25, 2021	220		211
Additional paid-in capital	1,901,491		2,026,098
Accumulated other comprehensive loss	(22,471)		(4,496)
Accumulated deficit	(1,699,593)		(1,698,042)
Total stockholders' equity	179,647		323,771
Total liabilities and stockholders’ equity	$	1,669,138	$	1,587,224

Infinera Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Twelve months ended
	December 31, 2022		December 25, 2021
Cash Flows from Operating Activities:
Net loss	$	(76,043)	$	(170,778)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	83,830		83,583
Non-cash restructuring charges and other related costs	6,066		6,805
Amortization of debt discount and issuance costs	6,109		32,455
Operating lease expense	9,421		14,993
Stock-based compensation expense	61,015		51,812
Gain on extinguishment of debt	(15,521)		—
Other, net	1,218		4,147
Changes in assets and liabilities:
Accounts receivable	(69,024)		(45,783)
Inventory	(89,527)		(28,022)
Prepaid expenses and other current assets	(34,046)		(424)
Accounts payable	88,256		32,304
Accrued expenses and other current liabilities	(24,443)		39,283
Deferred revenue	15,129		7,753
Net cash (used in) provided by operating activities	(37,560)		28,128
Cash Flows from Investing Activities:
Purchase of property and equipment	(46,053)		(41,379)
Net cash used in investing activities	(46,053)		(41,379)
Cash Flows from Financing Activities:
Proceeds from issuance of 2028 Notes	373,750		—
Repayment of 2024 Notes	(280,842)
Proceeds from asset-based revolving credit facility	80,000		—
Repayment of asset-based revolving credit facility	(80,000)		(77,000)
Repayment of third-party manufacturing funding	—		(24,610)
Repayment of mortgage payable	(533)		(350)
Payment of debt issuance cost	(12,451)		—
Payment of term license obligation	(7,739)		(7,272)
Principal payments on finance lease obligations	(1,314)		(1,631)
Proceeds from issuance of common stock	15,189		16,497
Tax withholding paid on behalf of employees for net share settlement	(3,714)		(7,178)
Net cash provided by (used in) financing activities	82,346		(101,544)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(12,051)		1,933
Net change in cash, cash equivalents and restricted cash	(13,318)		(112,862)
Cash, cash equivalents and restricted cash at beginning of period	202,521		315,383
Cash, cash equivalents and restricted cash at end of period(1)	$	189,203	$	202,521

Infinera Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Twelve months ended
	December 31, 2022		December 25, 2021
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	15,126	$	18,703
Cash paid for interest	$	14,787	$	18,261
Supplemental schedule of non-cash investing and financing activities:
Property and equipment included in accounts payable and accrued liabilities	$	7,435	$	9,011
Transfer of inventory to fixed assets	$	9,332	$	2,279
Unpaid term licenses (included in accounts payable, accrued liabilities and other long-term liabilities)	$	9,178	$	9,339

(1)Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:

	December 31, 2022		December 25, 2021
Cash and cash equivalents	$	178,657	$	190,611
Short-term restricted cash	7,274		2,840
Long-term restricted cash	3,272		9,070
Total cash, cash equivalents and restricted cash	$	189,203	$	202,521

Infinera Corporation

Supplemental Financial Information

(Unaudited)

	Q1'21	Q2'21	Q3'21	Q4'21	Q1'22	Q2'22	Q3'22	Q4'22
GAAP Revenue $(Mil)	$330.9	$338.2	$355.8	$400.3	$338.9	$358.0	$390.4	$485.9
GAAP Gross Margin %	35.4%	35.6%	33.2%	35.6%	32.9%	30.5%	34.4%	37.1%
Non-GAAP Gross Margin %(1)	37.6%	37.7%	38.0%	37.2%	36.2%	36.1%	37.8%	38.7%
GAAP Revenue Composition:
Domestic %	48%	52%	46%	42%	50%	51%	57%	61%
International %	52%	48%	54%	58%	50%	49%	43%	39%
Customers >10% of Revenue	1	—	—	—	—	1	1	1
Cash Related Information:
Cash from Operations $(Mil)	$18.6	$21.3	$(13.2)	$1.4	$15.8	$(72.4)	$19.6	$(0.6)
Capital Expenditures $(Mil)	$11.7	$14.1	$6.5	$9.1	$16.1	$10.6	$11.0	$8.3
Depreciation & Amortization $(Mil)	$20.5	$18.8	$20.9	$23.4	$21.6	$21.1	$21.3	$19.8
DSOs(3)	76	76	70	82	74	77	66	79
Inventory Metrics:
Raw Materials $(Mil)	$31.8	$33.3	$37.4	$39.4	$41.2	$50.4	$43.5	$48.7
Work in Process $(Mil)	$55.5	$55.1	$54.4	$53.9	$55.4	$58.9	$62.6	$66.6
Finished Goods $(Mil)	$175.5	$185.6	$197.8	$198.1	$195.1	$200.3	$224.9	$259.6
Total Inventory $(Mil)	$262.8	$274.0	$289.6	$291.4	$291.7	$309.6	$331.0	$374.9
Inventory Turns(2)	3.1	3.1	3.1	3.5	3.0	3.0	3.0	3.4
Worldwide Headcount	3,041	3,108	3,205	3,225	3,206	3,186	3,199	3,267
Weighted Average Shares Outstanding (in thousands):
Basic	202,638	206,780	209,183	210,908	212,182	215,509	217,620	219,921
Diluted	217,970	219,459	219,262	218,009	287,588	285,968	268,927	258,030

(1)Non-GAAP adjustments include acquisition-related deferred revenue, stock-based compensation expenses, amortization of acquired intangible assets, restructuring and other related costs, inventory related charges, global distribution center transition costs and warehouse fire loss. For a description of this non-GAAP financial measure, please see the section titled, “GAAP to Non-GAAP Reconciliations” of this press release for a reconciliation to the most directly comparable GAAP financial measures. For reconciliations of prior periods that are not otherwise provided herein, see the prior period earnings releases available on our Investor Relations webpage.

(2)Infinera calculates non-GAAP inventory turns as annualized non-GAAP cost of revenue, which is calculated as GAAP cost of revenue less the adjustments for acquisition-related deferred revenue, stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs, inventory related charges, global distribution center transition costs and warehouse fire loss, as illustrated in the reconciliation of gross profit above, divided by the average inventory for the quarter.

(3)Infinera calculates DSO based on 91 days. Fiscal year 2022 was 53 weeks and Q4'22 was 98 days. When calculation is based on 98 days, DSO was 85 days.

Infinera Corporation

GAAP to Non-GAAP Reconciliation of Financial Outlook

(In millions, except percentages)

(Unaudited)

The following amounts represent the midpoint of the expected range:

	Q1'23
	Outlook
Reconciliation of Gross Margin:
GAAP	37.0		%
Stock-based compensation expense	0.6		%
Amortization of acquired intangible assets	0.9		%
Non-GAAP	38.5		%
Reconciliation of Operating Expenses:
GAAP	$	158.0
Stock-based compensation expense	(13.4)
Amortization of acquired intangible assets	(3.6)
Non-GAAP	$	141.0
Reconciliation of Operating Margin:
GAAP	(4.5)		%
Stock-based compensation expense	4.2		%
Amortization of acquired intangible assets	1.8		%
Non-GAAP	1.5		%
Reconciliation of Net Loss per Common Share - Basic:
GAAP	$	(0.10)
Stock-based compensation expense	0.06
Amortization of acquired intangible assets	0.02
Non-GAAP	$	(0.02)

EX-99.2

FOURTH QUARTER 2022 FINANCIAL RESULTS February 23, 2023

2 Safe Harbor Forward-Looking Statements This presentation contains forward-looking statements, including those related to Infinera’s expectations regarding its business model and strategy, market opportunities and trends, competition, and customers; capacity growth; the shift to open architecture; market adoption of coherent optical engines; the potential for Infinera’s new subsystems business to drive market expansion, increase Infinera’s profitability and improve Infinera’s competitiveness in the future; expectations regarding industry-wide supply chain challenges and the macroeconomic environment; projected year-over-year drivers of demand, revenue, gross margin, operating expenses and operating margin; Infinera’s business and growth strategy and related expectations; and Infinera’s financial outlook for the first quarter of 2023. All statements other than statements of historical fact could be deemed forward looking, including, but not limited to, statements made about future market, financial and operating performance; statements regarding future products or technology, as well as the timing to market of any such products or technology; any statements about historical results that may suggest trends for Infinera’s business; and any statements of assumptions underlying any of the items mentioned. These forward-looking statements are based on estimates and information available to Infinera at the time of this presentation and are not guarantees of future performance; actual results could differ materially from those stated or implied due to risks and uncertainties. The risks and uncertainties that could cause Infinera’s results to differ materially from those expressed or implied by such forward-looking statements include, among other things, continued demand growth for network capacity; the level and timing of customer capital spending; delays in the development, introduction or acceptance of new products or updates to existing products; supply chain issues, including delays, shortages and increased costs; Infinera's dependency on sole source, limited source or high-cost suppliers; aggressive business tactics by competitors and new entrants; Infinera's ability to compete in a highly competitive market; product performance problems; the effects of the macroeconomic environment on Infinera’s business, stock price and personnel; Infinera's ability to identify, attract and retain qualified personnel; Infinera’s reliance on key customers; the effects of customer and supplier consolidation; the complexity of Infinera’s manufacturing processes for its optical engine and other products; Infinera’s ability to respond to rapid technological changes; failure to accurately forecast Infinera's manufacturing requirements or customer demand; fluctuations in demand, sales cycles and prices for products and services, including discounts given in response to competitive pricing pressures; the partial or complete loss of Infinera's manufacturing facilities, a reduction in yield of PICs or an inability to scale to meet customer demands; Infinera’s future capital needs and its ability to generate the cash flow or otherwise secure the capital necessary to meet such capital needs; the adverse impact of inflation; Infinera's ability to service its debt obligations and pursue its strategic plan; the outcome of research and development investments; risks and compliance obligations relating to Infinera's international operations as well as actions by the U.S. or foreign governments; Infinera’s effective tax rate, which may increase or fluctuate; foreign currency fluctuations; potential dilution from the issuance of additional shares of common stock in connection with the conversion of Infinera's convertible senior notes; Infinera’s ability to protect its intellectual property; claims by others that Infinera infringes on their intellectual property rights; security incidents, such as data breaches or cyber-attacks; Infinera's ability to comply with various rules and regulations, including with respect to export control and trade compliance, environmental, social, governance, privacy and data protection matters; events that are outside of Infinera's control, such as natural disasters, violence or other catastrophic events that could harm Infinera's operations; and other risks and uncertainties detailed in Infinera’s SEC filings from time to time. More information on potential factors that may impact Infinera’s business are set forth in Infinera's periodic reports filed with the SEC, including its Annual Report on Form 10-K for the year ended on December 25, 2021, as filed with the SEC on February 23, 2022, and its Quarterly Report on Form 10-Q for the quarter ended September 24, 2022, as filed with the SEC on November 2, 2022, as well as subsequent reports filed with or furnished to the SEC from time to time. These reports are available on Infinera’s 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. This presentation includes non-GAAP financial measures such as non-GAAP revenue, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating margin, non-GAAP operating profit, non-GAAP diluted EPS and free cash flow. We present non-GAAP financial measures in addition to, and not as a substitute for, financial measures calculated in accordance with generally accepted accounting principles (“GAAP”). Non-GAAP measures should not be considered in isolation or as alternatives to GAAP measures. In addition, the non-GAAP measures we use, as presented, may not be comparable to similar measures used by other companies. Infinera believes these adjustments are appropriate to enhance an overall understanding of its underlying financial performance and also its prospects for the future and are considered by management for the purpose of making operational decisions. See the Appendix to this presentation for reconciliations to the most comparable GAAP financial measures. © 2023 Infinera. All rights reserved.

3 Q4’22 HIGHLIGHTS CONTINUED GROWTH IN THE NUMBER OF ICE6 CUSTOMERS STRENGTH WITH ICPs AND IN THE USA EXPANSION OF OPEN XR FORUM C U S T O M E R S U C C E S S RECORD QUARTERLY REVENUE REVENUE GROWTH +21% YoY PRODUCT REVENUE GROWTH +26% YoY OPERATING PROFIT UP APPROX. 3X YoY F I N A N C I A L S WINNING 8 X 4 X 1 STRATEGY COMPELLING TARGET BUSINESS MODEL BUSINESS STRUCTURE ALIGNED WITH STRATEGY V A L U E D R I V E R S STRONG ICE6 QUARTER YoY GROWTH IN METRO SOLUTIONS INITIAL ORDERS RECEIVED FOR OUR 400G ZR+ PLUGGABLES S O L U T I O N S © 2023 Infinera. All rights reserved.

4 FY2022 HIGHLIGHTS RECORD YEAR WITH ICPs STRENGTH IN SUBSEA, AMERICAS, AND NEW TIER 1 DESIGN WINS GROWTH OF OPEN XR FORUM TO 28 MEMBERS C U S T O M E R S U C C E S S RECORD BOOKINGS, REVENUE & BACKLOG ABOVE-MARKET REVENUE GROWTH OF 10% YoY (15% PRODUCT REVENUE GROWTH) OPERATING MARGIN UP 230BPS YoY F I N A N C I A L S V A L U E D R I V E R S RAMPED ICE6 TO EXCEED 25% OF PRODUCT REVENUE ANNUAL GOAL STRONG GROWTH IN COMPACT MODULAR PLATFORMS & METRO PRODUCTS SUCCESSFUL POCs, TIER 1 FIELD TRIALs. INITIAL ORDERS FOR 400G ZR+ PLUGGABLES S O L U T I O N S © 2023 Infinera. All rights reserved. DELIVERED ON OUR STATED OBJECTIVES OF: AND STRENGTHENED BALANCE SHEET: 2024 DEBT DUE ~$100M (VS. ~$400M PREV.) • REVENUE GROWTH OF 8-12% • OM EXPANSION OF 200-300BPS

5 * See reconciliation of GAAP to non-GAAP in the appendix of this slide deck. Q3’22, Q4’22 and 2022 revenue in the above table are on a GAAP basis. YoY revenue change compares Q4’22 GAAP to Q4’21 non-GAAP (Q4’21 GAAP revenue was $400M) and 2022 GAAP to 2021 non- GAAP (2021 GAAP revenue was $1,425M). We have included this comparison given we presented non-GAAP revenue throughout 2021 in our quarterly earnings presentations but beginning in 2022 discontinued the presentation of non-GAAP revenue in our quarterly earnings presentations. B O O K I N G S : R EC O R D Y EA R I N 2 0 2 21 R E V E N U E : PA R T I C U L A R ST R E N G T H I N U SA A N D I C P s , A N D F R O M I C E 6 & M E T R O2 O P E X : T I G H T C O N T R O L O N S P E N D I N G , F O C U S E D I N V E ST M E N T S I N M & S A N D R & D4 O P E R AT I N G M A R G I N : P O S I T I V E I M PA C T O F H I G H E R R E V E N U E & O P E R AT I N G L E V E R A G E5 G R O S S M A R G I N : P O S I T I V E I M PA C T O F I C E 6 , O F F S E T BY S U P P LY C H A I N , P R O D U C T M I X3 Y E A R - O V E R - Y E A R T R E N D S F I N A N C I A L S FINANCIALS & COMPARISON TO PRIOR PERIODS © 2023 Infinera. All rights reserved. M&S = Marketing & Sales R&D = Research & Development FINANCIAL METRICS QoQ YoY YoY (Non-GAAP)* CHANGE CHANGE CHANGE Revenue ($M) $401 $390 $486 24% 21% $1,429 $1,573 10% Gross Margin % 37.2% 37.8% 38.7% 90bps 150bps 37.6% 37.3% -30bps Opex ($M) $132 $128 $137 8% 4% $508 $518 2% Operating Margin % 4.3% 5.2% 10.5% 530bps 620bps 2.1% 4.4% 230bps Diluted EPS $0.03 $0.05 $0.16 $0.11 $0.13 ($0.04) $0.12 $0.16 Q4’21 Q3’22 Q4’22 2021 2022

6 F I N A N C I A L S REVENUE BY REGION & BY VERTICAL © 2023 Infinera. All rights reserved. GAAP revenue in $ millions; totals may not add up exactly due to rounding. A M E R I C A S : F O O T P R I N T E X PA N S I O N AT I C P s , T I E R 1 & 2 G R O W T H , D ES I G N W I N S1 E M E A : O V E R A L L STA B I L I T Y; Yo Y I M PA C T E D BY R U S S I A E X I T, F X , T I M I N G O F P R O J E C T S2 T I E R 1 : ST R O N G B O O K I N G S & D E S I G N W I N S , T I M I N G O F I N T L . P R O J E C T S4 A PA C : ST E A DY G R O W T H , S U S B E A ST R E N G T H3 Y E A R - O V E R - Y E A R T R E N D S QoQ YoY YoY CHANGE CHANGE CHANGE Region United States $167.4 $222.1 $296.5 34% 77% $ 663.8 $ 870.3 31% Other Americas $ 30.0 $ 21.5 $ 26.4 23% -12% $ 108.0 $ 101.6 -6% Europe, Middle East and Africa $153.8 $ 94.2 $ 98.7 5% -36% $ 477.8 $ 405.3 -15% Asia Pacific $ 49.1 $ 52.7 $ 64.4 22% 31% $ 175.6 $ 196.0 12% Total $400.3 $390.4 $485.9 24% 21% $1,425.2 $1,573.2 10% Channel Direct $304.0 $287.1 $369.9 29% 22% $1,099.6 $1,191.6 8% Indirect $ 96.3 $103.4 $116.0 12% 20% $ 325.6 $ 381.7 17% Total $400.3 $390.4 $485.9 24% 21% $1,425.2 $1,573.2 10% Vertical Tier 1 $123.6 $123.9 $135.4 9% 10% $ 506.5 $ 459.1 -9% Other Service Provider $180.4 $148.9 $203.2 37% 13% $ 583.7 $ 659.7 13% ICP $ 71.4 $ 99.0 $132.7 34% 86% $ 233.9 $ 371.9 59% Cable $ 24.9 $ 18.7 $ 14.7 -22% -41% $ 101.2 $ 82.6 -18% Total $400.3 $390.4 $485.9 24% 21% $1,425.2 $1,573.2 10% Q4’21 Q3’22 Q4’22 2021 2022

7 O P T I C A L N E T W O R K I N G I N D U S T R Y 4 KEY DEMAND DRIVERS C O H E R E N T O P T I C A L E N G I N E S COREEDGE COHERENT 5G 80-90% Of the Optical Market will Use Coherent Optical Engines by 2025 S H I F T T O O P E N OPEN LINE SYSTEMS XPONDERS R E L E N T L E S S C A P A C I T Y G R O W T H 30% 35% 40% 45% 50% 5 YEAR BANDWIDTH CAGR 35%+ CAGR Source: Cisco VNI E C O S Y S T E M D I S R U P T I O N CAGR = Compound Annual Growth Rate © 2023 Infinera. All rights reserved. Source: Cignal AI, Dell’Oro, Omdia, LightCounting and Infinera

8 I N F I N E R A ’ S 8 x 4 x 1 S T R A T E G Y STRATEGY ALIGNED WITH KEY GROWTH AREAS INDUSTRY-LEADING PERFORMANCE Market Size & Growth ex. China Through 2025 ICP $2.7B ↑ 6% 800G EMBEDDED $3.8B ↑ 46% PLUGGABLES (in optical systems) $5.0B ↑ 9% PLUGGABLES (outside of optical systems) NEW $1.0B+ P2MP NEW >$1.0B OPEN SOLUTIONS ↑ 17% $3.4B HUAWEI NEW $1.0B+ + 8 4 1 VERTICALLY INTEGRATED MODULAR SOLUTIONS DISRUPT W/ POINT-TO-MULTIPOINT PLUGGABLES VERTICALLY INTEGRATED MONOLITHIC INDIUM PHOSPHIDE BASED PHOTONIC INTEGRATED CIRCUIT UNIQUE CAPABILITIES LEADING PERFORMANCE & OPERATIONS, GREATEST MANUFACTURABILITY, UNRIVALED CUSTOMER VALUE MAXIMUM VALUE © 2023 Infinera. All rights reserved. Source: Cignal AI, Dell’Oro, Omdia, Infinera C O R E M E T R O A C C E S S 00G00G+ 00G Strength in Metro New Ramps, Footprint Expansions Further Expansion of the Open XR Forum Successful Field Trial of 400G Pluggables Ramped ICE6 to >25% of Prod. Rev. in 2022 Secured New Design Wins

9© 2023 Infinera. All rights reserved. OUR PRIORITIES INVEST IN MARGIN- ACCRETIVE TECHNOLOGIES CONTINUE TO DRIVE OPERATIONAL EFFICIENCIES ENHANCE SHAREHOLDER VALUE THROUGH GROWTH & PROFITABILITY EXPAND GO-TO-MARKET INVESTMENT TO GROW MARKET SHARE YoY comparisons reference the midpoint of Q1’23 outlook compared to Q1’22 actuals. *See reconciliation of GAAP to non-GAAP in the appendix of this slide deck. **Q1’23 Revenue outlook, and the corresponding YoY comparison, is on a GAAP basis. F I N A N C I A L S Q1’23 NON-GAAP* OUTLOOK GROSS MARGIN % 38.5% +/- 150bps +230bps YoY OPERATING MARGIN % 1.5% +/- 250bps +250bps YoY $380 Million +/- $15M +12% YoY REVENUE** OPEX $141 Million +/- $2M +12% YoY EARNINGS PER SHARE ($0.02) +/- $0.04 +$0.05 YoY

APPENDIX

11 © 2023 Infinera. All rights reserved. Company Confidential. © 2023 Infinera. All rights reserved. DILUTED EARNINGS PER SHARE RECONCILIATION December 31, 2022 September 24, 2022 December 25, 2021 December 31, 2022 December 25, 2021 Non-GAAP net income (loss) for basic earnings per share $ 40,305 $ 9,921 $ 5,673 $ 26,133 $ (8,761) Interest expense related to the convertible senior notes, net of tax (1) 1,637 2,264 - - - Non-GAAP net income (loss) for diluted earnings per share $ 41,942 $ 12,185 $ 5,673 $ 26,133 $ (8,761) Weighted average basic common shares outstanding 219,921 217,620 210,908 216,376 207,377 Dilutive effect of restricted and performance share units 1,574 1,422 4,875 2,935 - Dilutive effect of employee stock purchase plan 18 19 - 87 - Dilutive effect of convertible debt instruments (2) 36,517 49,866 2,226 - - Weighted average dilutive common shares outstanding 258,030 268,927 218,009 219,398 207,377 Non-GAAP net income (loss) per common share: Basic $ 0.18 $ 0.05 $ 0.03 $ 0.12 $ (0.04) Diluted $ 0.16 $ 0.05 $ 0.03 $ 0.12 $ (0.04) Three months ended Twelve months ended (1) The Company adopted ASU 2020-06 effective December 26, 2021, under the modified retrospective approach. As such, for purposes of calculating net income for diluted earnings per share, we have not made any adjustments for the quarter and year ended December 25, 2021. (2) For the years ended December 31, 2022, and December 25, 2021, there were 55.8 million and 4.4 million shares, respectively, excluded from the calculation of diluted earnings/(loss) per share, due to their anti-dilutive effect.

12 1. TOTALS MAY NOT ADD UP DUE TO ROUNDING. 2. Q1’23 OUTLOOK REPRESENTS THE MIDPOINT OF THE EXPECTED RANGES. 3. THE FOREIGN EXCHANGE (GAINS) LOSSES ADJUSTMENT COMMENCED IN Q1’21. 4. NON-GAAP METRICS ARE RECONCILED TO THE MOST DIRECTLY COMPARABLE GAAP FINANCIAL METRIC. 5. FOR A COMPLETE RECONCILIATION OF OTHER PERIOD RESULTS, SEE PRIOR QUARTERLY EARNINGS RELEASES. © 2023 Infinera. All rights reserved. Company Confidential. © 2023 Infinera. All rights reserved. GAAP TO NON-GAAP RECONCILIATION N O T E S Q4'21 FY'21 Q3'22 Q4'22 FY'22 Q1'23 Press Release Actual Actual Actual Actual Actual Outlook Outlook Reconciliation of Revenue: U.S. GAAP as reported 400.3$ 1,425.2$ 390.4$ 485.9$ 1,573.2$ 380.0$ $380M +/- $15M Acquisition-related deferred revenue adjustment 1.0$ 3.9$ -$ -$ -$ -$ Non-GAAP as adjusted 401.2$ 1,429.1$ 390.4$ 485.9$ 1,573.2$ 380.0$ $380M +/- $15M Reconciliation of Gross Margin: U.S. GAAP as reported 35.6% 34.9% 34.4% 37.1% 34.1% 37.0% 37.0% +/- 1.5% Acquisition-related deferred revenue adjustment 0.2% 0.2% - - - - Stock-based compensation expense 0.5% 0.5% 0.6% 0.7% 0.6% 0.6% Amortization of acquired intangible assets 1.4% 1.4% 1.6% 0.9% 1.5% 0.9% Acquisition and integration costs - 0.0% - - - - Restructuring and other related costs 0.0% 0.1% 0.0% 0.0% 0.0% - Inventory related charges -0.5% 0.5% 0.2% -0.1% 0.9% - Global distribution center transition costs - - 0.4% 0.1% 0.1% - Warehouse fire loss - - 0.6% 0.0% 0.1% - Non-GAAP as adjusted 37.2% 37.6% 37.8% 38.7% 37.3% 38.5% 38.5% +/- 1.5% Reconciliation of Operating Expenses: U.S. GAAP as reported 152.6$ 585.5$ 143.7$ 155.2$ 595.9$ 158.0$ $158M +/-$2M Stock-based compensation expense (11.2)$ (43.9)$ (11.5)$ (13.8)$ (51.5)$ (13.4)$ Amortization of acquired intangible assets (4.3)$ (17.5)$ (3.6)$ (3.6)$ (14.6)$ (3.6)$ Acquisition and integration costs -$ (0.6)$ -$ -$ -$ -$ Restructuring and other related costs (5.1)$ (13.2)$ (1.1)$ (0.6)$ (10.0)$ -$ Litigation charges -$ (2.3)$ -$ -$ (1.4)$ -$ Non-GAAP as adjusted 132.0$ 508.0$ 127.5$ 137.2$ 518.4$ 141.0$ $141M +/- $2M Reconciliation of Operating Margin: U.S. GAAP as reported -2.5% -6.1% -2.4% 5.2% -3.8% -4.5% -4.5% +/- 2.5% Acquisition-related deferred revenue adjustment 0.2% 0.3% - - - - Stock-based compensation expense 3.4% 3.6% 3.5% 3.5% 3.9% 4.2% Amortization of acquired intangible assets 2.5% 2.6% 2.6% 1.7% 2.4% 1.8% Acquisition and integration costs - 0.0% - - - - Restructuring and other related costs 1.2% 1.0% 0.3% 0.1% 0.7% - Inventory related charges -0.5% 0.5% 0.2% -0.1% 0.9% - Global distribution center transition costs - - 0.4% 0.1% 0.1% - Warehouse fire loss - - 0.6% - 0.1% - Litigation charges 0.0% 0.2% 0.0% - 0.1% - Non-GAAP as adjusted 4.3% 2.1% 5.2% 10.5% 4.4% 1.5% 1.5% +/- 2.5% Reconciliation of Basic Net Income/(Loss) per Common Share: U.S. GAAP as reported (0.16)$ (0.82)$ (0.05)$ 0.15$ (0.35)$ (0.10)$ (0.10) +/- 0.04 Acquisition-related deferred revenue adjustment -$ 0.02$ -$ -$ -$ -$ Stock-based compensation expense 0.06$ 0.25$ 0.06$ 0.07$ 0.27$ 0.06$ Amortization of acquired intangible assets 0.05$ 0.18$ 0.05$ 0.04$ 0.17$ 0.02$ Acquisition and integration costs -$ -$ -$ -$ -$ -$ Restructuring and other related costs 0.02$ 0.07$ 0.01$ -$ 0.05$ -$ Inventory related charges (0.01)$ 0.03$ -$ -$ 0.07$ -$ Global distribution center transition costs -$ -$ 0.01$ -$ 0.01$ -$ Warehouse fire loss -$ -$ 0.01$ -$ 0.01$ -$ Litigation charges -$ -$ -$ -$ 0.01$ -$ Amortization of debt discount on Infinera's convertible senior notes 0.05$ 0.15$ -$ -$ -$ -$ Gain on extinguishment of debt -$ (0.07)$ -$ (0.07)$ -$ Foreign exchange (gains) losses, net 0.02$ 0.08$ 0.03$ (0.08)$ (0.06)$ -$ Income tax effects -$ (0.01)$ -$ -$ 0.01$ -$ Non-GAAP as adjusted 0.03$ (0.04)$ 0.05$ 0.18$ 0.12$ (0.02)$ (0.02) +/- 0.04

13 1. TOTALS MAY NOT ADD UP DUE TO ROUNDING. 2. NON-GAAP METRICS ARE RECONCILED TO THE MOST DIRECTLY COMPARABLE GAAP FINANCIAL METRIC. 3. WE DEFINE FREE CASH FLOW AS NET CASH PROVIDED BY OPERATING ACTIVITIES IN THE PERIOD MINUS THE PURCHASE OF PROPERTY AND EQUIPMENT, NET MADE IN THE PERIOD. 4. FOR A COMPLETE RECONCILIATION OF OTHER PERIOD RESULTS, SEE PRIOR QUARTERLY EARNINGS RELEASES. © 2023 Infinera. All rights reserved. Company Confidential. © 2023 Infinera. All rights reserved. GAAP TO NON-GAAP and FREE CASH FLOW RECONCILIATION N O T E S Q4'21 FY'21 Q3'22 Q4'22 FY'22 Actual Actual Actual Actual Actual Reconciliation of Adjusted EBITDA: Non-GAAP Net Income (Loss) 5.7$ (8.8)$ 9.9$ 40.3$ 26.1$ Non-GAAP Interest expense 5.0$ 19.7$ 6.6$ 7.3$ 26.0$ Non-GAAP Income tax effects 3.2$ 13.6$ 4.2$ 4.3$ 19.2$ Non-GAAP Depreciation and Amortization 13.3$ 46.5$ 11.5$ 11.7$ 46.2$ Non-GAAP as adjusted 27.1$ 71.0$ 32.2$ 63.6$ 117.5$ Reconciliation of Free Cash Flow U.S. GAAP: Net cash provided by (used in) operating activities 1.4$ 28.1$ 19.6$ (0.6)$ (37.6)$ Purchase of property and equipment, net (9.1)$ (41.4)$ (11.0)$ (8.3)$ (46.0)$ Free Cash Flow (7.7)$ (13.3)$ 8.6$ (8.9)$ (83.6)$

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XML

Cover	Feb. 23, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 23, 2023
Entity Registrant Name	INFINERA CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33486
Entity Tax Identification Number	77-0560433
Entity Address, Address Line One	6373 San Ignacio Ave
Entity Address, City or Town	San Jose,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95119
City Area Code	408
Local Phone Number	572-5200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001138639
Amendment Flag	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	INFN
Security Exchange Name	NASDAQ