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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

000-32743

(Commission File Number)





ZHONE
TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 22-3509099                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)
|                                                               | 
|7001 Oakport Street
Oakland, California                        |  | 94621                                  
|(Address of principal executive offices)                       |  | (Zip code)                             

(510)
777-7000

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

As of August 2, 2010, there were approximately 30,406,242 shares of the registrants common stock outstanding.









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##### Table of Contents

TABLE OF CONTENTS



|                              |  |                                                                                       |  |     
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                       |  | Page
|PART I. FINANCIAL INFORMATION |  |                                                                                      
|                              |  |                                                                                      
|Item 1.                       |  | Financial Statements                                                                  |  | 3   
|                              |  |                                                                                      
|                              |  | Unaudited Condensed Consolidated Balance Sheets                                       |  | 3   
|                              |  |                                                                                      
|                              |  | Unaudited Condensed Consolidated Statements of Operations                             |  | 4   
|                              |  |                                                                                      
|                              |  | Unaudited Condensed Consolidated Statements of Cash Flows                             |  | 5   
|                              |  |                                                                                      
|                              |  | Notes to Unaudited Condensed Consolidated Financial Statements                        |  | 6   
|                              |  |                                                                                      
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 15  
|                              |  |                                                                                      
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 22  
|                              |  |                                                                                      
|Item 4.                       |  | Controls and Procedures                                                               |  | 23  
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                      
|                              |  |                                                                                      
|Item 1.                       |  | Legal Proceedings                                                                     |  | 23  
|                              |  |                                                                                      
|Item 1A.                      |  | Risk Factors                                                                          |  | 23  
|                              |  |                                                                                      
|Item 6.                       |  | Exhibits                                                                              |  | 23  
|                              |  |                                                                                      
|                              |  | Signatures                                                                            |  | 24  



2



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PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except par value)



|                                                                                                                                                                   |  |              |            |   |                  |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                                                                   |  | June 30,2010 |            |   | December 31,2009 |  
|                                                                                                                                                                   |  | (Unaudited)  |            |   |                  |  
|Assets                                                                                                                                                             |  |              |            |   |                  |   |            |  
|Current assets:                                                                                                                                                    |  |              |            |   |                  |   |            |  
|Cash and cash equivalents                                                                                                                                          |  | $            | 20,271     |   |                  | $ | 21,460     |  
|Short-term investments                                                                                                                                             |  |              |           |   |                  |   | 306        |  
|Accounts receivable, net of allowances for sales returns and doubtful accounts of $2,831 as of June 30, 2010 and $5,042 as
of December 31, 2009                    |  |              | 27,711     |   |                  |   | 37,107     |  
|Inventories                                                                                                                                                        |  |              | 31,383     |   |                  |   | 30,228     |  
|Prepaid expenses and other current assets                                                                                                                          |  |              | 2,345      |   |                  |   | 2,098      |  
|                                                                                                                                                                   |  |              |            |   |                  |   |            |  
|Total current assets                                                                                                                                               |  |              | 81,710     |   |                  |   | 91,199     |  
|Property and equipment, net                                                                                                                                        |  |              | 18,478     |   |                  |   | 18,961     |  
|Restricted cash                                                                                                                                                    |  |              | 58         |   |                  |   | 58         |  
|Other assets                                                                                                                                                       |  |              | 282        |   |                  |   | 41         |  
|                                                                                                                                                                   |  |              |            |   |                  |   |            |  
|Total assets                                                                                                                                                       |  | $            | 100,528    |   |                  | $ | 110,259    |  
|                                                                                                                                                                   |  |              |            |   |                  |   |            |  
|Liabilities and Stockholders Equity                                                                                                                               |  |              |            |   |                  |   |            |  
|Current liabilities:                                                                                                                                               |  |              |            |   |                  |   |            |  
|Accounts payable                                                                                                                                                   |  | $            | 6,839      |   |                  | $ | 14,914     |  
|Line of credit                                                                                                                                                     |  |              | 10,000     |   |                  |   | 10,000     |  
|Current portion of long-term debt                                                                                                                                  |  |              | 18,453     |   |                  |   | 411        |  
|Accrued and other liabilities                                                                                                                                      |  |              | 13,558     |   |                  |   | 12,031     |  
|                                                                                                                                                                   |  |              |            |   |                  |   |            |  
|Total current liabilities                                                                                                                                          |  |              | 48,850     |   |                  |   | 37,356     |  
|Long-term debt, less current portion                                                                                                                               |  |              |           |   |                  |   | 18,285     |  
|Other long-term liabilities                                                                                                                                        |  |              | 3,227      |   |                  |   | 2,945      |  
|                                                                                                                                                                   |  |              |            |   |                  |   |            |  
|Total liabilities                                                                                                                                                  |  |              | 52,077     |   |                  |   | 58,586     |  
|                                                                                                                                                                   |  |              |            |   |                  |   |            |  
|                                                                                                                                                                   |  |             
|Stockholders equity:                                                                                                                                              |  |              |            |   |                  |   |            |  
|Common stock, $0.001 par value. Authorized 180,000 shares; issued and outstanding 30,404 and 30,272 shares as of June 30,
2010 and December 31, 2009, respectively |  |              | 30         |   |                  |   | 30         |  
|Additional paid-in capital                                                                                                                                         |  |              | 1,068,949  |   |                  |   | 1,066,974  |  
|Other comprehensive income                                                                                                                                         |  |              | 302        |   |                  |   | 293        |  
|Accumulated deficit                                                                                                                                                |  |              | (1,020,830 | ) |                  |   | (1,015,624 | )
|                                                                                                                                                                   |  |              |            |   |                  |   |            |  
|Total stockholders equity                                                                                                                                         |  |              | 48,451     |   |                  |   | 51,673     |  
|                                                                                                                                                                   |  |              |            |   |                  |   |            |  
|Total liabilities and stockholders equity                                                                                                                         |  | $            | 100,528    |   |                  | $ | 110,259    |  
|                                                                                                                                                                   |  |              |            |   |                  |   |            |  

See accompanying notes to unaudited condensed consolidated financial statements.



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ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share data)



|                                                                                         |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                         |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                                                         |  | 2010                       |        |   | 2009                     |   |        | 2010 |  |   | 2009   |  
|Net revenue                                                                              |  | $                          | 33,255 |   |                          | $ | 30,346 |      |  | $ | 64,337 |   |  | $ | 54,449 |  
|Cost of revenue                                                                          |  |                            | 21,250 |   |                          |   | 19,290 |      |  |   | 41,015 |   |  |   | 35,580 |  
|                                                                                         |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Gross profit                                                                             |  |                            | 12,005 |   |                          |   | 11,056 |      |  |   | 23,322 |   |  |   | 18,869 |  
|                                                                                         |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                                                                         |  |                            |        |  
|Operating expenses:                                                                      |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Research and product development                                                         |  |                            | 5,198  |   |                          |   | 5,565  |      |  |   | 10,475 |   |  |   | 11,361 |  
|Sales and marketing                                                                      |  |                            | 6,076  |   |                          |   | 5,014  |      |  |   | 11,856 |   |  |   | 11,049 |  
|General and administrative                                                               |  |                            | 2,315  |   |                          |   | 2,431  |      |  |   | 5,577  |   |  |   | 5,009  |  
|                                                                                         |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total operating expenses                                                                 |  |                            | 13,589 |   |                          |   | 13,010 |      |  |   | 27,908 |   |  |   | 27,419 |  
|                                                                                         |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Operating loss                                                                           |  |                            | (1,584 | ) |                          |   | (1,954 | )    |  |   | (4,586 | ) |  |   | (8,550 | )
|Interest expense                                                                         |  |                            | (404   | ) |                          |   | (330   | )    |  |   | (726   | ) |  |   | (677   | )
|Interest income                                                                          |  |                            |       |   |                          |   | 11     |      |  |   |       |   |  |   | 38     |  
|Other income, net                                                                        |  |                            | (3     | ) |                          |   | 56     |      |  |   | 3      |   |  |   | 83     |  
|                                                                                         |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Loss before income taxes                                                                 |  |                            | (1,991 | ) |                          |   | (2,217 | )    |  |   | (5,309 | ) |  |   | (9,106 | )
|Income tax provision (benefit)                                                           |  |                            | 11     |   |                          |   | 47     |      |  |   | (103   | ) |  |   | 61     |  
|                                                                                         |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net loss                                                                                 |  | $                          | (2,002 | ) |                          | $ | (2,264 | )    |  | $ | (5,206 | ) |  | $ | (9,167 | )
|                                                                                         |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic and diluted net loss per share                                                     |  | $                          | (0.07  | ) |                          | $ | (0.08  | )    |  | $ | (0.17  | ) |  | $ | (0.30  | )
|Weighted average shares outstanding used to compute basic and diluted net loss per share |  |                            | 30,343 |   |                          |   | 30,183 |      |  |   | 30,313 |   |  |   | 30,163 |  

See accompanying notes
to unaudited condensed consolidated financial statements.



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ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)



|                                                                            |  |                          |        |   |      |   |        |  
|--------------------------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                                                                            |  | Six Months EndedJune 30, |       
|                                                                            |  | 2010                     |        |   | 2009 |  
|Cash flows from operating activities:                                       |  |                          |        |   |      |   |        |  
|Net loss                                                                    |  | $                        | (5,206 | ) |      | $ | (9,167 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                          |        |   |      |   |        |  
|Depreciation and amortization                                               |  |                          | 881    |   |      |   | 960    |  
|Stock-based compensation                                                    |  |                          | 1,816  |   |      |   | 1,063  |  
|Accretion of premium on investments                                         |  |                          |       |   |      |   | 22     |  
|Provision for sales returns and doubtful accounts                           |  |                          | 139    |   |      |   | 1,198  |  
|Changes in operating assets and liabilities:                                |  |                          |        |   |      |   |        |  
|Accounts receivable                                                         |  |                          | 9,257  |   |      |   | 3,405  |  
|Inventories                                                                 |  |                          | (1,155 | ) |      |   | 7,137  |  
|Prepaid expenses and other current assets                                   |  |                          | (247   | ) |      |   | 451    |  
|Other assets                                                                |  |                          | (241   | ) |      |   | 14     |  
|Accounts payable                                                            |  |                          | (8,075 | ) |      |   | (7,427 | )
|Accrued and other liabilities                                               |  |                          | 1,809  |   |      |   | (1,509 | )
|                                                                            |  |                          |        |   |      |   |        |  
|Net cash used in operating activities                                       |  |                          | (1,022 | ) |      |   | (3,853 | )
|                                                                            |  |                          |        |   |      |   |        |  
|                                                                            |  |                         
|Cash flows from investing activities:                                       |  |                          |        |   |      |   |        |  
|Purchases of property and equipment                                         |  |                          | (398   | ) |      |   | (417   | )
|Purchases of short-term investments                                         |  |                          |       |   |      |   | (308   | )
|Proceeds from sale and maturities of short-term investments                 |  |                          | 306    |   |      |   | 2,447  |  
|Change in restricted cash                                                   |  |                          |       |   |      |   | 65     |  
|                                                                            |  |                          |        |   |      |   |        |  
|Net cash (used in) provided by investing activities                         |  |                          | (92    | ) |      |   | 1,787  |  
|                                                                            |  |                          |        |   |      |   |        |  
|                                                                            |  |                         
|Cash flows from financing activities:                                       |  |                          |        |   |      |   |        |  
|Proceeds from exercise of stock options and purchases under the ESPP plan   |  |                          | 159    |   |      |   | 21     |  
|Repayment of debt                                                           |  |                          | (243   | ) |      |   | (5,222 | )
|                                                                            |  |                          |        |   |      |   |        |  
|Net cash used in financing activities                                       |  |                          | (84    | ) |      |   | (5,201 | )
|                                                                            |  |                          |        |   |      |   |        |  
|Effect of exchange rate changes on cash                                     |  |                          | 9      |   |      |   | 29     |  
|                                                                            |  |                          |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                   |  |                          | (1,189 | ) |      |   | (7,238 | )
|Cash and cash equivalents at beginning of period                            |  |                          | 21,460 |   |      |   | 33,251 |  
|                                                                            |  |                          |        |   |      |   |        |  
|Cash and cash equivalents at end of period                                  |  | $                        | 20,271 |   |      | $ | 26,013 |  
|                                                                            |  |                          |        |   |      |   |        |  

See accompanying notes to unaudited condensed consolidated financial statements.



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Notes to Unaudited Condensed Consolidated Financial Statements



|(1) | Organization and Summary of Significant Accounting Policies
|--- | -----------------------------------------------------------



| | (a) | Description of Business
| | --- | -----------------------

Zhone Technologies, Inc. (sometimes referred to, collectively with its subsidiaries, as Zhone or the Company)
designs, develops and manufactures communications network equipment for telecommunications, wireless, and cable operators worldwide. The Companys products allow network service providers to deliver video and interactive entertainment services
in addition to their existing voice and data service offerings. The Company was incorporated under the laws of the state of Delaware in June 1999. The Company began operations in September 1999 and is headquartered in Oakland, California.



| | (b) | Basis of Presentation
| | --- | ---------------------

The condensed consolidated financial statements are unaudited and reflect all adjustments (consisting only of normal recurring
adjustments) that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented in accordance with accounting principles generally accepted in the United States of America (GAAP). The results
of operations for the current interim period are not necessarily indicative of results to be expected for the current year or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Companys Form 10-K for the year ended December 31, 2009.



| | (c) | Reverse Stock Split
| | --- | -------------------

On March 11, 2010, the Company effected a one-for-five reverse stock split. All share and per share information included in the
Companys unaudited condensed consolidated financial statements and accompanying notes presented herein reflect the retroactive effect of the one-for-five reverse stock split, as discussed in Note 7.



| | (d) | Risks and Uncertainties
| | --- | -----------------------

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The
Companys continued losses reduced cash, cash equivalents and short-term investments in 2009 and the six months ended June 30, 2010. As of June 30, 2010, the Company had approximately $20.3 million in cash and cash equivalents and
$28.5 million in current debt, which included $10.0 million outstanding under its revolving line of credit and letter of credit facility (the SVB Facility), as well as $18.5 million outstanding under a secured real estate loan that
becomes due in April 2011. The Company is currently evaluating the options to refinance the real estate loan or the potential sale of the campus building which are expected to be completed by the end of the fiscal year. Continued uncertainty
regarding financial institutions ability and inclination to lend may negatively impact the Companys ability to refinance its existing indebtedness on favorable terms, or at all.

The global unfavorable economic and market conditions could impact the Companys business in a number of ways, including:



| |  |  | Potential deferment of purchases and orders by customers;
| | - |  | ---------------------------------------------------------



| |  |  | Customers inability to obtain financing to make purchases from the Company and/or maintain their business;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | Negative impact from increased financial pressures on third-party dealers, distributors and retailers; and
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | Negative impact from increased financial pressures on key suppliers.
| | - |  | --------------------------------------------------------------------



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If the economic, market and geopolitical conditions in the United States and the rest of the
world do not improve or deteriorate, the Company may experience material adverse impacts on its business, operating results and financial condition.

During 2009, the Company implemented several activities intended to reduce costs, improve operating efficiencies and change its operations
to more closely align them with its key strategic focus, which included headcount reductions. During the three and six months ended June 30, 2010, the Company continued to focus on cost control and operating efficiency along with restrictions
on discretionary spending.

The Company expects that operating losses and negative cash flows from operations may continue. In
order to meet the Companys liquidity needs and finance its capital expenditures and working capital needs for the business, the Company may be required to sell assets, issue debt or equity securities or borrow on unfavorable terms. Continued
uncertainty in credit markets may negatively impact the Companys ability to access debt financing or to refinance existing indebtedness in the future on favorable terms, or at all. The Company may be unable to sell assets, issue securities or
access additional indebtedness to meet these needs on favorable terms, or at all. As a result, the Company may become unable to pay its ordinary expenses, including its debt service, on a timely basis. The Companys current lack of liquidity
could harm it by:



| |  |  | increasing its vulnerability to adverse economic conditions in its industry or the economy in general;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | requiring substantial amounts of cash to be used for debt servicing, rather than other purposes, including operations;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | limiting its ability to plan for, or react to, changes in its business and industry; and
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | influencing investor and customer perceptions about its financial stability and limiting its ability to obtain financing or acquire customers.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------

If additional capital is raised through the issuance of debt securities or other debt financing, the terms
of such debt may include covenants, restrictions and financial ratios that may restrict the Companys ability to operate its business. Likewise, any equity financing could result in additional dilution of the Companys stockholders. If the
Company is unable to obtain additional capital or is required to obtain additional capital on terms that are not favorable, it may be required to reduce the scope of its planned product development and sales and marketing efforts beyond the
reductions it has previously taken. Based on the Companys current plans and business conditions, it believes that its existing cash, cash equivalents and short-term investments and available credit facilities will be sufficient to satisfy its
anticipated cash requirements for the foreseeable future.



| | (e) | Use of Estimates
| | --- | ----------------

The preparation of the condensed consolidated financial statements in conformity with generally accepted accounting principles in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.



| | (f) | Fair Value of Financial Instruments
| | --- | -----------------------------------

The carrying amounts of the Companys consolidated financial instruments which include cash and cash equivalents, accounts receivable
and accounts payable approximate their fair values as of June 30, 2010 and December 31, 2009 due to the relatively short maturities of these instruments. The carrying value of the Companys debt obligations at June 30, 2010 and
December 31, 2009 approximate their fair value.



| | (g) | Concentration of Risk
| | --- | ---------------------

The Companys customers include competitive and incumbent local exchange carriers, competitive access providers, Internet service
providers, wireless carriers and resellers serving these markets. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. Allowances are maintained for potential doubtful accounts. For the three
and six months ended June 30, 2010, Emirates Telecommunications Corporation (Etisalat) accounted for 24% and 29% of net revenue, respectively. For the three and six months ended June 30, 2009, the same customer accounted for
18% and 10% of net revenue, respectively.

As of June 30, 2010, Etisalat receivables, which are denominated in United Arab
Emirates Dirhams, a currency that tracks to the U.S. dollar, accounted for 36% of net accounts receivable. As of December 31, 2009, the same customer accounted for 66% of net accounts receivable.



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As of June 30, 2010 and December 31, 2009, receivables from customers in countries
other than the United States represented 68% and 82%, respectively, of net accounts receivable.



| | (h) | Property and Equipment
| | --- | ----------------------

Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives. Useful life
for buildings is 30 years. Useful lives for laboratory and manufacturing equipment range from 10 to 30 years. Useful lives of all other property and equipment range from 3 to 5 years. Leasehold improvements are generally amortized over the shorter
of their useful lives or the remaining lease term.



| | (i) | Inventories
| | --- | -----------

Inventories are stated at the lower of cost or market, with cost being determined using the first-in, first-out (FIFO) method. In
assessing the net realizable value of inventories, the Company is required to make judgments as to future demand requirements and compare these with the current or committed inventory levels. Once inventory has been written down to its estimated net
realizable value, its carrying value cannot be increased due to subsequent changes in demand forecasts. To the extent that a severe decline in forecasted demand occurs, or the Company experiences a higher incidence of inventory obsolescence due to
rapidly changing technology and customer requirements, the Company may incur significant charges for excess inventory.



| | (j) | Recent Accounting Pronouncements
| | --- | --------------------------------

In September 2009, FASB issued an Accounting Standards Update (ASU) 2009-13, Revenue Recognition (Topic 605):
Multiple-Deliverable Revenue Arrangements. As summarized in ASU 2009-13, ASC Topic 605 has been amended (1) to provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated,
and the consideration allocated; (2) to require an entity to allocate revenue in an arrangement using estimated selling prices of deliverables if a vendor does not have vendor-specific objective evidence (VSOE) or third-party
evidence of selling price; and (3) to eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method. The accounting changes summarized in ASU 2009-13 are effective for fiscal years
beginning on or after June 15, 2010, with early adoption permitted. Adoption may either be on a prospective basis or by retrospective application. The Company is currently assessing the impact of this amendment to the ASC on its accounting
and reporting systems and processes; however, at this time the Company is unable to quantify the impact on its financial statements of its adoption or determine the timing and method of its adoption.

In January 2010, FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. The update requires new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements. The Company adopted the updated standard as of
March 31, 2010. The adoption did not have any impact on the Companys condensed consolidated financial statements.



|(2) | Cash and Cash Equivalents and Short-term Investments
|--- | ----------------------------------------------------

Cash, cash equivalents, and short-term investments as of June 30, 2010 and December 31, 2009 consisted of the following (in
thousands):



|                           |  |              |        |                  |   |       
|-------------------------- |  | ------------ | ------ | ---------------- | - | ------
|                           |  | June 30,2010 |        | December 31,2009
|Cash and Cash Equivalents: |  |              |        |                  |   |       
|Cash                       |  | $            | 20,255 |                  | $ | 19,050
|Money Market Funds         |  |              | 16     |                  |   | 2,410 
|                           |  |              |        |                  |   |       
|                           |  | $            | 20,271 |                  | $ | 21,460
|                           |  |              |        |                  |   |       
|Short-term investments:    |  |              |        |                  |   |       
|Corporate Securities       |  |              |       |                  |   | 306   
|                           |  |              |        |                  |   |       
|                           |  | $            |       |                  | $ | 306   
|                           |  |              |        |                  |   |       

As of June 30, 2010 and December 31, 2009,
the fair value equaled cost of the cash and cash equivalents and short-term investments.



8



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##### Table of Contents

|(3) | Fair Value Measurement
|--- | ----------------------

The Company utilizes the market approach to measure fair value of its financial assets and liabilities. The market approach uses prices
and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

The
Company utilizes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair
value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a
reporting entitys pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:



|          |  |                                                                                                                                                                                                                                                                                                                                              
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 - |  | Inputs are quoted prices in active markets for identical assets or liabilities.                                                                                                                                                                                                                                                              
|          | 
|Level 2 - |  | Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs
other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
|          | 
|Level 3 - |  | Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.                                                                                                                                                                                                                      

The following table represents the Companys financial assets and liabilities measured at fair value on a recurring basis as of
June 30, 2010 and December 31, 2009 and the basis for that measurement:



|                         |  |                                                                       |       |                                                          |   |                                           |  |                                        |     |  |   |  
|------------------------ |  | --------------------------------------------------------------------- | ----- | -------------------------------------------------------- | - | ----------------------------------------- |  | -------------------------------------- | --- |  | - | -
|                         |  | Fair Value Measurements as of June 30, 2010 Using (In Thousands)     
|                         |  | Total                                                                 |       | QuotedPrices inActiveMarkets forIdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Money market funds (1)   |  | $                                                                     | 16    |                                                          | $ | 16                                        |  | $                                      |    |  | $ | 
|                         |  |                                                                       |       |                                                          |   |                                           |  |                                        |     |  |   |  
|Total                    |  | $                                                                     | 16    |                                                          | $ | 16                                        |  | $                                      |    |  | $ | 
|                         |  |                                                                       |       |                                                          |   |                                           |  |                                        |     |  |   |  
|                         | 
|                         |  | Fair Value Measurements as of December 31, 2009 Using (In 
Thousands)
|                         |  | Total                                                                 |       | QuotedPrices inActiveMarkets forIdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Money market funds (1)   |  | $                                                                     | 2,410 |                                                          | $ | 2,410                                     |  | $                                      |    |  | $ | 
|Corporate securities (2) |  |                                                                       | 306   |                                                          |   |                                          |  |                                        | 306 |  |   | 
|                         |  |                                                                       |       |                                                          |   |                                           |  |                                        |     |  |   |  
|Total                    |  | $                                                                     | 2,716 |                                                          | $ | 2,410                                     |  | $                                      | 306 |  | $ | 
|                         |  |                                                                       |       |                                                          |   |                                           |  |                                        |     |  |   |  



|(1) | Included in cash and cash equivalents on the Companys condensed consolidated balance sheet.
|--- | --------------------------------------------------------------------------------------------

|(2) | Included in short-term investments on the Companys condensed consolidated balance sheet.
|--- | -----------------------------------------------------------------------------------------



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##### Table of Contents

|(4) | Operating Lease Liabilities
|--- | ---------------------------

As a result of the acquisition of Paradyne Networks, Inc. (Paradyne) in September 2005, the Company assumed certain lease
liabilities for facilities in Largo, Florida. The Company has accrued a liability for the excess portion of these facilities. The term of the lease expires in June 2012 and had an estimated remaining obligation of approximately $8.7 million as of
June 30, 2010, of which $3.5 million was accrued for excess facilities, net of estimated sublease income. During 2009, the Company assumed that it would no longer be able to sublease the remaining excess space due to the continued deterioration
in the real estate market. Accordingly, during the three and six months ended June 30, 2009, the Company increased its excess lease liability balance by $0.1 million and $0.2 million, respectively, with a corresponding charge to general and
administrative expenses. No additional increases were recorded in the three or six months ended June 30, 2010.

A summary
of current period activity related to excess lease liabilities accrued is as follows (in thousands):



|                             |  |            |       |  
|---------------------------- |  | ---------- | ----- | -
|                             |  | Exit Costs |      
|Balance at December 31, 2009 |  | $          | 4,418 |  
|Cash payments, net           |  |            | (870  | )
|                             |  |            |       |  
|Balance at June 30, 2010     |  | $          | 3,548 |  
|                             |  |            |       |  

A summary of the excess lease liabilities at their net present value as of June 30, 2010 is as follows
(in thousands):



|                                       |  |            |        |  
|-------------------------------------- |  | ---------- | ------ | -
|                                       |  | Exit Costs |       
|Future lease payments for excess space |  | $          | 4,760  |  
|Less: contractual sublease income      |  |            | (1,212 | )
|                                       |  |            |        |  
|Balance at June 30, 2010               |  | $          | 3,548  |  
|                                       |  |            |        |  

The current portion of the excess lease liability as of June 30, 2010 of $1.8 million is classified in
Accrued and other liabilities and the long-term portion of $1.7 million is classified in Other long-term liabilities in the accompanying condensed consolidated balance sheet.



|(5) | Inventories
|--- | -----------

Inventories
as of June 30, 2010 and December 31, 2009 were as follows (in thousands):



|                |  |              |        |                  |   |       
|--------------- |  | ------------ | ------ | ---------------- | - | ------
|                |  | June 30,2010 |        | December 31,2009
|Inventories:    |  |              |        |                  |   |       
|Raw materials   |  | $            | 21,015 |                  | $ | 20,898
|Work in process |  |              | 3,435  |                  |   | 3,071 
|Finished goods  |  |              | 6,933  |                  |   | 6,259 
|                |  |              |        |                  |   |       
|                |  | $            | 31,383 |                  | $ | 30,228
|                |  |              |        |                  |   |       



|(6) | Property and Equipment, net
|--- | ---------------------------

Property and equipment, net, as of June 30, 2010 and December 31, 2009 were as follows (in thousands):



|                                               |  |              |         |   |                  |   |         |  
|---------------------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                               |  | June 30,2010 |         |   | December 31,2009 |  
|Property and equipment:                        |  |              |         |   |                  |   |         |  
|Land                                           |  | $            | 4,821   |   |                  | $ | 4,821   |  
|Buildings                                      |  |              | 14,007  |   |                  |   | 14,007  |  
|Machinery and equipment                        |  |              | 9,607   |   |                  |   | 9,237   |  
|Computers and acquired software                |  |              | 3,807   |   |                  |   | 3,795   |  
|Furniture and fixtures                         |  |              | 290     |   |                  |   | 313     |  
|Leasehold improvements                         |  |              | 415     |   |                  |   | 376     |  
|                                               |  |              |         |   |                  |   |         |  
|                                               |  |              | 32,947  |   |                  |   | 32,549  |  
|Less accumulated depreciation and amortization |  |              | (14,469 | ) |                  |   | (13,588 | )
|                                               |  |              |         |   |                  |   |         |  
|                                               |  | $            | 18,478  |   |                  | $ | 18,961  |  
|                                               |  |              |         |   |                  |   |         |  



10



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##### Table of Contents

Depreciation and amortization expense associated with property and equipment amounted to
$0.9 million and $1.0 million for the six months ended June 30, 2010 and 2009, respectively.



|(7) | Stock-Based Compensation
|--- | ------------------------

As of June 30, 2010, the Company had two types of share-based compensation plans related to stock options and employee stock
purchases. The compensation cost that has been charged as an expense in the statement of operations for those plans was $1.8 million and $1.1 million for the six months ended June 30, 2010 and 2009, respectively.

The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2010 and 2009 (in
thousands):



|                                                              |  |                            |     |                          |   |      |  |      |       |  |   |      
|------------------------------------------------------------- |  | -------------------------- | --- | ------------------------ | - | ---- |  | ---- | ----- |  | - | -----
|                                                              |  | Three Months EndedJune 30, |     | Six Months EndedJune 30,
|                                                              |  | 2010                       |     | 2009                     |   | 2010 |  | 2009
|Compensation expense relating to employee stock options       |  | $                          | 213 |                          | $ | 488  |  | $    | 1,672 |  | $ | 998  
|Compensation expense relating to non-employees                |  |                            | 59  |                          |   | 47   |  |      | 66    |  |   | 53   
|Compensation expense relating to Employee Stock Purchase Plan |  |                            | 61  |                          |   | 8    |  |      | 78    |  |   | 12   
|                                                              |  |                            |     |                          |   |      |  |      |       |  |   |      
|Stock-based compensation expense                              |  | $                          | 333 |                          | $ | 543  |  | $    | 1,816 |  | $ | 1,063
|                                                              |  |                            |     |                          |   |      |  |      |       |  |   |      

Stock Options

The Companys stock-based compensation plans are designed to attract, motivate, retain and reward talented employees, directors and
consultants and align stockholder and employee interests. The Company has two active stock option plans, the Amended and Restated Special 2001 Stock Incentive Plan and the Amended and Restated 2001 Stock Incentive Plan. Stock options are primarily
issued from the Amended and Restated 2001 Stock Incentive Plan. This plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards and other stock-based awards to officers, employees, directors and
consultants of the Company. As of June 30, 2010, 0.8 million shares were available for grant under these plans.

The
assumptions used to value option grants for the three and six months ended June 30, 2010 and 2009 are as follows:



|                        |  |                                 |   |  |                                 |   |  |                               |   |  |                               |  
|----------------------- |  | ------------------------------- | - |  | ------------------------------- | - |  | ----------------------------- | - |  | ----------------------------- | -
|                        |  | Three Months EndedJune 30, 2010 |   |  | Three Months EndedJune 30, 2009 |   |  | Six Months EndedJune 30, 2010 |   |  | Six Months EndedJune 30, 2009 |  
|Expected term           |  | 4.7 years                       |   |  | 4.7 years                       |   |  | 4.7 years                     |   |  | 4.7 years                     |  
|Expected volatility     |  | 94                              | % |  | 88                              | % |  | 94                            | % |  | 88                            | %
|Risk free interest rate |  | 2.10                            | % |  | 2.74                            | % |  | 2.22                          | % |  | 2.66                          | %

The following
table sets forth the summary of option activity under the stock option program for the six months ended June 30, 2010 (in thousands, except per share data):



|                                             |  |                    |   |  |                              |      |                                                 |      |                         |   |      
|-------------------------------------------- |  | ------------------ | - |  | ---------------------------- | ---- | ----------------------------------------------- | ---- | ----------------------- | - | -----
|                                             |  | OptionsOutstanding |   |  | WeightedAverageExercisePrice |      | WeightedAverageRemainingContractualTerm (years) |      | AggregateIntrinsicValue
|Outstanding as of December 31, 2009          |  | 4,432              |   |  | $                            | 4.05 |                                                 | 5.65 |                         | $ | 4,606
|Granted                                      |  | 62                 |   |  | $                            | 2.37 |                                                 |      |                         |   |      
|Canceled/Forfeited                           |  | (54                | ) |  | $                            | 1.29 |                                                 |      |                         |   |      
|Exercised                                    |  | (9                 | ) |  | $                            | 0.73 |                                                 |      |                         |   |      
|                                             |  |                    |   |  |                              |      |                                                 |      |                         |   |      
|Outstanding as of March 31, 2010             |  | 4,431              |   |  | $                            | 4.05 |                                                 | 5.44 |                         | $ | 6,969
|                                             |  |                    |   |  |                              |      |                                                 |      |                         |   |      
|Granted                                      |  | 169                |   |  | $                            | 1.92 |                                                 |      |                         |   |      
|Canceled/Forfeited                           |  | (38                | ) |  | $                            | 6.61 |                                                 |      |                         |   |      
|Exercised                                    |  | (9                 | ) |  | $                            | 0.62 |                                                 |      |                         |   |      
|                                             |  |                    |   |  |                              |      |                                                 |      |                         |   |      
|Outstanding as of June 30, 2010              |  | 4,553              |   |  | $                            | 3.96 |                                                 | 5.25 |                         | $ | 2,692
|                                             |  |                    |   |  |                              |      |                                                 |      |                         |   |      
|Vested and expected to vest at June 30, 2010 |  | 3,926              |   |  | $                            | 4.36 |                                                 | 5.18 |                         | $ | 2,614
|                                             |  |                    |   |  |                              |      |                                                 |      |                         |   |      
|Vested and exercisable at June 30, 2010      |  | 2,731              |   |  | $                            | 5.62 |                                                 | 4.93 |                         | $ | 1,911
|                                             |  |                    |   |  |                              |      |                                                 |      |                         |   |      



11



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##### Table of Contents

The aggregate intrinsic value represents the total pretax intrinsic value, based on the
Companys closing stock price of $1.49 as of June 30, 2010, which would have been received from the option holders had all option holders exercised their options as of that date.

As of June 30, 2010, there was $1.7 million of unrecognized compensation expense, adjusted for estimated forfeitures related to
unvested stock-based payments granted, which are expected to be recognized over a weighted average period of 1.9 years.

On
March 11, 2010, the Company filed a Certificate of Amendment with the Delaware Secretary of State to amend the Companys Certificate of Incorporation, which amendment effected a one-for-five reverse stock split of Zhone common stock and
reduced the authorized shares of Zhone common stock from 900,000,000 to 180,000,000. No fractional shares of common stock were issued as a result of the reverse stock split and shareholders of record received cash in lieu of the fractional shares to
which they would otherwise have been entitled, based on the closing price of Zhone common stock on March 10, 2010. All stock options were modified for the one-for-five reverse split by decreasing the number of shares and increasing the exercise
price per share on a one-for-five basis. This modification did not result in any additional stock compensation expense in the current period or future periods. References to shares of Zhone common stock, warrants and stock options (and associated
dollar amounts) in this Form 10-Q for the quarter ended June 30, 2010 are provided on a post-reverse stock split basis.

On March 31, 2010, the Companys board of directors approved the acceleration of vesting of all unvested options to purchase
shares of Zhone common stock issued in connection with the Companys stock option repricing/exchange program in November 2008 that were held by members of the Companys senior management. The acceleration was effective as of March 31,
2010. Options to purchase an aggregate of approximately 0.9 million shares of Zhone common stock were subject to the acceleration and resulted in a compensation charge of $0.9 million which was fully expensed on March 31, 2010. The
acceleration of these options was undertaken in recognition of the achievement of certain performance objectives by the Companys senior management.



|(8) | Net Loss per Share
|--- | ------------------

The
following tables set forth potentially dilutive securities that have been excluded from the diluted net loss per share calculation because their effect would be antidilutive for the periods indicated (in thousands, except per share data):



|                                                         |  |                                 |  |                              |        |                               |       |                              |   |       
|-------------------------------------------------------- |  | ------------------------------- |  | ---------------------------- | ------ | ----------------------------- | ----- | ---------------------------- | - | ------
|                                                         |  | Three Months EndedJune 30, 2010 |  | WeightedAverageExercisePrice |        | Six Months EndedJune 30, 2010 |       | WeightedAverageExercisePrice
|Warrants                                                 |  | 7                               |  | $                            | 116.54 |                               | 7     |                              | $ | 116.54
|Outstanding stock options and unvested restricted shares |  | 4,587                           |  | $                            | 4.11   |                               | 4,587 |                              | $ | 4.11  
|                                                         |  |                                 |  |                              |        |                               |       |                              |   |       
|                                                         |  | 4,594                           |  |                              |        |                               | 4,594 |                              |   |       
|                                                         |  |                                 |  |                              |        |                               |       |                              |   |       
|                                                         |  |                                 |  |                             
|                                                         |  | Three Months EndedJune 30, 2009 |  | WeightedAverageExercisePrice |        | Six Months EndedJune 30, 2009 |       | WeightedAverageExercisePrice
|Warrants                                                 |  | 7                               |  | $                            | 116.54 |                               | 7     |                              | $ | 116.54
|Outstanding stock options and unvested restricted shares |  | 5,250                           |  | $                            | 11.60  |                               | 5,250 |                              | $ | 11.60 
|                                                         |  |                                 |  |                              |        |                               |       |                              |   |       
|                                                         |  | 5,257                           |  |                              |        |                               | 5,257 |                              |   |       
|                                                         |  |                                 |  |                              |        |                               |       |                              |   |       



|(9) | Comprehensive Loss
|--- | ------------------

The
components of comprehensive loss, net of tax, for the three and six months ended June 30, 2010 and 2009 were as follows (in thousands):



|                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|----------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                |  | 2010                       |        |   | 2009                     |   |        | 2010 |  |   | 2009   |  
|Net loss                                        |  | $                          | (2,002 | ) |                          | $ | (2,264 | )    |  | $ | (5,206 | ) |  | $ | (9,167 | )
|Other comprehensive loss:                       |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Change in unrealized gain/(loss) on investments |  |                            |       |   |                          |   | 1      |      |  |   |       |   |  |   | (3     | )
|Foreign currency translation adjustments        |  |                            | (7     | ) |                          |   | 13     |      |  |   | 9      |   |  |   | 29     |  
|                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total comprehensive loss                        |  | $                          | (2,009 | ) |                          | $ | (2,250 | )    |  | $ | (5,197 | ) |  | $ | (9,141 | )
|                                                |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  



12



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##### Table of Contents

|(10) | Debt
|---- | ----

Secured Real
Estate Loan

In December 2005, the Company entered into an amendment to an existing loan with a financial institution
relating to the financing of its Oakland, California campus (the Amended Loan). As of June 30, 2010, the Company had $18.5 million of debt outstanding under this secured real estate loan facility which matures in April 2011. Given
the maturity date, the whole outstanding balance is included on the balance sheet as a current liability. The interest rate on this debt was 6.5% as of June 30, 2010. The Companys obligations under the Amended Loan remain secured by a
security interest in the Companys campus. As of June 30, 2010 and December 31, 2009, the debt was collateralized by land and buildings with a net book value of $15.5 million and $15.7 million, respectively. Aggregate debt maturities
as of June 30, 2010 were $0.2 million for the remainder of 2010, and $18.3 million in 2011.

Credit Facility

In March 2010, the Company renewed its SVB Facility with Silicon Valley Bank (SVB) to provide liquidity
and working capital through March 15, 2011.

Under the SVB Facility, the Company has the option of borrowing funds at
agreed upon interest. The amount that the Company is able to borrow under the SVB Facility varies based on eligible accounts receivable, as defined in the agreement, as long as the aggregate amount outstanding does not exceed $25.0 million. In
addition, under the SVB Facility, the Company is able to utilize the facility as security for letters of credit.

Under the SVB
Facility, $10.0 million was outstanding at June 30, 2010. In addition, $8.6 million was committed as security for various letters of credit and $3.4 million was unused and available for borrowing as of June 30, 2010. The amounts borrowed
under the SVB Facility bear interest, payable monthly, at a floating rate that is SVBs prime rate plus 2.5%. The minimum interest rate is 6.5%. The interest rate was 6.5% at June 30, 2010.

The Companys obligations under the SVB Facility are secured by substantially all of its personal property assets and those of its
subsidiaries, including their intellectual property. The SVB Facility contains certain financial covenants, and customary affirmative covenants and negative covenants. If the Company does not comply with the various covenants and other requirements
under the SVB Facility, SVB is entitled to, among other things, require the immediate repayment of all outstanding amounts and sell the Companys assets to satisfy the obligations under the SVB Facility. As of June 30, 2010, the Company
was in compliance with these covenants.



|(11) | Commitments and Contingencies
|---- | -----------------------------

Operating Leases

The Company has entered into operating leases for certain office space and equipment, some of which contain renewal options. Estimated
future lease payments under all non-cancelable operating leases with terms in excess of one year, including taxes and service fees, are as follows (in thousands):



|                             |  |                  |      
|---------------------------- |  | ---------------- | -----
|                             |  | Operating Leases
|Year ending December 31:     |  |                  |      
|2010 (remainder of the year) |  | $                | 2,429
|2011                         |  |                  | 4,575
|2012                         |  |                  | 2,297
|2013                         |  |                  | 63   
|2014                         |  |                  | 15   
|Thereafter                   |  |                  | 14   
|                             |  |                  |      
|Total minimum lease payments |  | $                | 9,393
|                             |  |                  |      

The total minimum lease payments shown above include
projected payments and obligations for leases that the Company is no longer utilizing, some of which relate to excess facilities obtained through acquisitions. At June 30, 2010, the Company had estimated commitments of $8.7 million related to
facilities assumed as a result of the Paradyne acquisition, of which $3.5 million was accrued for excess facilities, which is net of estimated sublease income. For operating leases that include contractual commitments for operating expenses and
maintenance, estimates of such amounts are included based on current rates.



13



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##### Table of Contents

Warranties

The Company accrues for warranty costs based on historical trends for the expected material and labor costs to provide warranty services.
Warranty periods are generally one year from the date of shipment. The following table reconciles changes in the Companys accrued warranties and related costs for the six months ended June 30, 2010 and 2009 (in thousands):



|                           |  |                          |       |   |      |   |        |  
|-------------------------- |  | ------------------------ | ----- | - | ---- | - | ------ | -
|                           |  | Six Months EndedJune 30, |      
|                           |  | 2010                     |       |   | 2009 |  
|Beginning balance          |  | $                        | 1,662 |   |      | $ | 1,979  |  
|Charged to cost of revenue |  |                          | 1,052 |   |      |   | 649    |  
|Claims and settlements     |  |                          | (936  | ) |      |   | (1,066 | )
|                           |  |                          |       |   |      |   |        |  
|Ending balance             |  | $                        | 1,778 |   |      | $ | 1,562  |  
|                           |  |                          |       |   |      |   |        |  

Other Commitments

Certain pre-acquisition contingencies from the acquisition of Tellium, Inc. in 2003 continue to exist for which the Company has reserved
an estimated amount that it believes is sufficient to cover the potential loss from these matters.

The Company is currently
under audit examination by several state taxing authorities for non-income based taxes. The Company has reserved an estimated amount which the Company believes is sufficient to cover probable claims.

Performance Bonds

In the normal course of operations, the Company arranges for the issuance of various types of surety bonds, such as bid and performance
bonds, which are agreements under which the surety company guarantees that the Company will perform in accordance with contractual or legal obligations. If the Company fails to perform under its obligations, the maximum potential payment under these
surety bonds would have been $1.1 million as of June 30, 2010.

Purchase Commitments

The Company has agreements with various contract manufacturers which include non-cancellable inventory purchase commitments. The
Companys inventory purchase commitments typically allow for cancellation of orders 30 days in advance of the required inventory availability date as set by the Company at time of order. The amount of non-cancellable purchase commitments
outstanding was $5.3 million as of June 30, 2010.

Royalties

The Company has certain royalty commitments associated with the shipment and licensing of certain products. Royalty expense is generally
based on a dollar amount per unit shipped or a percentage of the underlying revenue and is recorded in cost of revenue.

Legal Proceedings

The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business. While the outcome of these
matters is currently not determinable, the Company does not expect that the ultimate costs to resolve these matters will have a material adverse effect on its consolidated financial position or results of operations. However, litigation is subject
to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the results of operations of the period in which the ruling occurs, or future
periods.



14



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##### Table of Contents

|(12) | Enterprise-Wide Information
|---- | ---------------------------

The Company designs, develops and manufactures communications products for network service providers. The Company derives substantially
all of its revenues from the sales of the Zhone product family. The Companys chief operating decision maker is the Companys Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated
basis accompanied by disaggregated information about revenues by geographic region for purposes of making operating decisions and assessing financial performance. The Company has determined that it has operated within one discrete reportable
business segment since inception. The following summarizes required disclosures about geographic concentrations.



|                            |  |                            |        |                          |   |        |  |      |        |  |   |       
|--------------------------- |  | -------------------------- | ------ | ------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|                            |  | Three Months EndedJune 30, |        | Six Months EndedJune 30,
|                            |  | 2010                       |        | 2009                     |   | 2010   |  | 2009
|                            |  | (in thousands)             |        | (in thousands)          
|Revenue by Geography:       |  |                            |        |                          |   |        |  |      |        |  |   |       
|United States               |  | $                          | 12,186 |                          | $ | 13,386 |  | $    | 22,050 |  | $ | 26,339
|Canada                      |  |                            | 1,386  |                          |   | 1,247  |  |      | 2,517  |  |   | 3,030 
|                            |  |                            |        |                          |   |        |  |      |        |  |   |       
|Total North America         |  |                            | 13,572 |                          |   | 14,633 |  |      | 24,567 |  |   | 29,369
|                            |  |                            |        |                          |   |        |  |      |        |  |   |       
|Latin America               |  |                            | 4,708  |                          |   | 4,069  |  |      | 9,674  |  |   | 7,422 
|Europe, Middle East, Africa |  |                            | 13,837 |                          |   | 11,136 |  |      | 28,379 |  |   | 16,562
|Asia Pacific                |  |                            | 1,138  |                          |   | 508    |  |      | 1,717  |  |   | 1,096 
|                            |  |                            |        |                          |   |        |  |      |        |  |   |       
|Total International         |  |                            | 19,683 |                          |   | 15,713 |  |      | 39,770 |  |   | 25,080
|                            |  |                            |        |                          |   |        |  |      |        |  |   |       
|                            |  | $                          | 33,255 |                          | $ | 30,346 |  | $    | 64,337 |  | $ | 54,449
|                            |  |                            |        |                          |   |        |  |      |        |  |   |       



|(13) | Income Taxes
|---- | ------------

The total
amount of unrecognized tax benefits, including interest and penalties, at June 30, 2010 was not material. The amount of tax benefits that would impact the effective rate, if recognized, is not expected to be material. There were no significant
changes to unrecognized tax benefits during the quarters ended June 30, 2010 and 2009. The Company does not anticipate any significant changes with respect to unrecognized tax benefits within the next 12 months.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions.
The open tax years for the major jurisdictions are as follows:



|                                 |  |            
|-------------------------------- |  | -----------
|                                 | 
|     Federal                    |  | 2006  2009
|     California and Canada      |  | 2005  2009
|     Brazil                     |  | 2004  2009
|     Germany and United Kingdom |  | 2003  2009

However, due to
the fact the Company had net operating losses and credits carried forward in most jurisdictions, certain items attributable to technically closed years are still subject to adjustment by the relevant taxing authority through an adjustment to tax
attributes carried forward to open years.

In addition, to the extent the Company is deemed to have a sufficient connection to
a particular taxing jurisdiction to enable that jurisdiction to tax the Company but the Company has not filed an income tax return in that jurisdiction for the year(s) at issue, the jurisdiction would typically be able to assert a tax liability for
such years without limitation on the number of years it may examine.

The Company is not currently under examination for income
taxes in any material jurisdiction.



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Forward-Looking Statements

This report, including Managements Discussion and Analysis of Financial Condition and Results of Operations, contains
forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements are based on current expectations,
estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. We use words such as anticipate, believe, continue, could,
estimate, expect, goal, intend, may, plan, project, seek, should, target, will, would, variations of such
words, and similar expressions to identify forward-looking statements. In addition, statements that refer to projections of earnings, revenue, costs or other financial items; anticipated



15



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growth and trends in our business or key markets; future growth and revenues from our Single Line Multi-Service, or SLMS, products; our ability to refinance or repay our existing indebtedness
prior to the applicable maturity date; future economic conditions and performance; anticipated performance of products or services; plans, objectives and strategies for future operations; and other characterizations of future events or
circumstances, are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict, including those identified under
the heading Risk Factors in Part II, Item 1A elsewhere in this report and our other filings with the Securities and Exchange Commission. Therefore, actual results may differ materially and adversely from those expressed in any
forward-looking statements. Factors that might cause such a difference include, but are not limited to, the ability to generate sufficient revenue to achieve or sustain profitability, the ability to raise additional capital to fund existing and
future operations or to repay or refinance our existing indebtedness, defects or other performance problems in our products, the economic slowdown in the telecommunications industry that has restricted the ability of our customers to purchase our
products, commercial acceptance of our SLMS products, intense competition in the communications equipment market from large equipment companies as well as private companies with products that address the same networks needs as our products, higher
than anticipated expenses that we may incur, and other factors identified elsewhere in this report and in our most recent reports on Forms 10-K, 10-Q and 8-K. We undertake no obligation to revise or update any forward-looking statements for any
reason.

OVERVIEW

We believe that we are the first company dedicated solely to developing the full spectrum of next-generation access network solutions to
cost-effectively deliver high bandwidth services while simultaneously preserving the investment in todays networks. Our next-generation solutions are based upon our SLMS architecture. From its inception, this SLMS architecture was specifically
designed for the delivery of multiple classes of subscriber services (such as voice, data and video distribution), rather than being based on a particular protocol or media. In other words, our SLMS products are built to support the migration from
legacy circuit to packet technologies and from copper to fiber technologies. This flexibility and versatility allows our products to adapt to future technologies while allowing service providers to focus on the delivery of additional high bandwidth
services. Because this SLMS architecture is designed to interoperate with existing legacy equipment, service providers can leverage their existing networks to deliver a combination of voice, data and video services today, while they migrate, either
simultaneously or at a future date, from legacy equipment to next-generation equipment with minimal interruption. We believe that our SLMS solution provides an evolutionary path for service providers from their existing infrastructures, as well as
gives newer service providers the capability to deploy cost-effective, multi-service networks that can support voice, data and video.

Our global customer base includes regional, national and international telecommunications carriers. To date, our products are deployed by
over 750 network service providers on six continents worldwide. We believe that we have assembled the employee base, technological breadth and market presence to provide a simple yet comprehensive set of next-generation solutions to the bandwidth
bottleneck in the access network and the other problems encountered by network service providers when delivering communications services to subscribers.

Since inception, we have incurred significant operating losses and had an accumulated deficit of $1,020.8 million as of June 30,
2010, and we expect that our operating losses and negative cash flows from operations may continue. If we are unable to access or raise the capital needed to meet liquidity needs and finance capital expenditures and working capital, or if the
economic, market and geopolitical conditions in the United States and the rest of the world do not improve or deteriorate, we may experience material adverse impacts on our business, operating results and financial condition. During 2009, we
implemented several activities intended to reduce costs, improve operating efficiencies and change our operations to more closely align them with our key strategic focus, which included headcount reductions. During the three and six months ended
June 30, 2010, we continued to focus on cost control and operating efficiency along with restrictions on discretionary spending.

Going forward, our key financial objectives include the following:



| |  |  | Increasing revenue while continuing to carefully control costs;
| | - |  | ---------------------------------------------------------------



| |  |  | Continued investments in strategic research and product development activities that will provide the maximum potential return on investment; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Minimizing consumption of our cash and short-term investments.
| | - |  | --------------------------------------------------------------

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting policies and estimates from the information provided in Part II, Item
7. Managements Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Policies and Estimates included in our Annual Report on Form 10-K for the year ended December 31, 2009.



16



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##### Table of Contents

RESULTS OF OPERATIONS

We list in the table below the historical condensed consolidated statement of operations data as a percentage of net revenue for the
periods indicated.



|                                 |  |                            |    |  |                          |    |  |      |    |  |      |   
|-------------------------------- |  | -------------------------- | -- |  | ------------------------ | -- |  | ---- | -- |  | ---- | --
|                                 |  | Three Months EndedJune 30, |    |  | Six Months EndedJune 30, |   
|                                 |  | 2010                       |    |  | 2009                     |    |  | 2010 |    |  | 2009 |   
|Net revenue                      |  | 100                        | %  |  | 100                      | %  |  | 100  | %  |  | 100  | % 
|Cost of revenue                  |  | 64                         | %  |  | 64                       | %  |  | 64   | %  |  | 65   | % 
|                                 |  |                            |    |  |                          |    |  |      |    |  |      |   
|Gross profit                     |  | 36                         | %  |  | 36                       | %  |  | 36   | %  |  | 35   | % 
|                                 |  |                            |    |  |                          |    |  |      |    |  |      |   
|Operating expenses:              |  |                            |    |  |                          |    |  |      |    |  |      |   
|Research and product development |  | 16                         | %  |  | 18                       | %  |  | 16   | %  |  | 21   | % 
|Sales and marketing              |  | 18                         | %  |  | 16                       | %  |  | 18   | %  |  | 21   | % 
|General and administrative       |  | 7                          | %  |  | 8                        | %  |  | 9    | %  |  | 9    | % 
|                                 |  |                            |    |  |                          |    |  |      |    |  |      |   
|Total operating expenses         |  | 41                         | %  |  | 42                       | %  |  | 43   | %  |  | 51   | % 
|                                 |  |                            |    |  |                          |    |  |      |    |  |      |   
|Operating loss                   |  | (5                         | )% |  | (6                       | )% |  | (7   | )% |  | (16  | )%
|Interest expense                 |  | (1                         | )% |  | (1                       | )% |  | (1   | )% |  | (1   | )%
|Interest income                  |  | 0                          | %  |  | 0                        | %  |  | 0    | %  |  | 0    | % 
|Other income, net                |  | 0                          | %  |  | 0                        | %  |  | 0    | %  |  | 0    | % 
|                                 |  |                            |    |  |                          |    |  |      |    |  |      |   
|Loss before income taxes         |  | (6                         | )% |  | (7                       | )% |  | (8   | )% |  | (17  | )%
|Income tax provision (benefit)   |  | 0                          | %  |  | 0                        | %  |  | 0    | %  |  | 0    | % 
|                                 |  |                            |    |  |                          |    |  |      |    |  |      |   
|Net loss                         |  | (6                         | )% |  | (7                       | )% |  | (8   | )% |  | (17  | )%
|                                 |  |                            |    |  |                          |    |  |      |    |  |      |   

Revenue

Information about our net revenue for products and services for the three and six months ended June 30, 2010 and 2009 is summarized
below (in millions):



|                                                                                                                                                                           |  |                             |      |      |                           |                    |  |   |          |   |  |      |    |      |   |                    |  |   |          |  |   |      |   |  |     |   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---- | ---- | ------------------------- | ------------------ |  | - | -------- | - |  | ---- | -- | ---- | - | ------------------ |  | - | -------- |  | - | ---- | - |  | --- | --
|                                                                                                                                                                           |  | Three Months EndedJune 30,  |      |      | Six Months EndedJune 30,  |                   
|                                                                                                                                                                           |  | 2010                        |      | 2009 |                           | Increase(Decrease) |  |   | % Change |   |  | 2010 |    | 2009 |   | Increase(Decrease) |  |   | % Change | 
|Products                                                                                                                                                                   |  | $                           | 32.3 |      | $                         | 28.9               |  | $ | 3.4      |   |  | 12   | %  |      | $ | 62.4               |  | $ | 51.4     |  | $ | 11.0 |   |  | 21  | % 
|Services                                                                                                                                                                   |  |                             | 1.0  |      |                           | 1.4                |  |   | (0.4     | ) |  | (29  | )% |      |   | 1.9                |  |   | 3.0      |  |   | (1.1 | ) |  | (37 | )%
|                                                                                                                                                                           |  |                             |      |      |                           |                    |  |   |          |   |  |      |    |      |   |                    |  |   |          |  |   |      |   |  |     |   
|Total                                                                                                                                                                      |  | $                           | 33.3 |      | $                         | 30.3               |  | $ | 3.0      |   |  | 10   | %  |      | $ | 64.3               |  | $ | 54.4     |  | $ | 9.9  |   |  | 18  | % 
|                                                                                                                                                                           |  |                             |      |      |                           |                    |  |   |          |   |  |      |    |      |   |                    |  |   |          |  |   |      |   |  |     |   
|                                                                                                                                                                          
|Information about our net revenue for North America and international markets for the three and six months ended June 30, 2010 and
2009 is summarized below (in millions): | 
|                                                                                                                                                                           |  |                            
|                                                                                                                                                                           |  | Three Months Ended June 30, |      |      | Six Months Ended June 30, |                   
|                                                                                                                                                                           |  | 2010                        |      | 2009 |                           | Increase(Decrease) |  |   | % change |   |  | 2010 |    | 2009 |   | Increase(Decrease) |  |   | % change | 
|Revenue by geography:                                                                                                                                                      |  |                             |      |      |                           |                    |  |   |          |   |  |      |    |      |   |                    |  |   |          |  |   |      |   |  |     |   
|United States                                                                                                                                                              |  | $                           | 12.2 |      | $                         | 13.4               |  | $ | (1.2     | ) |  | (9   | )% |      | $ | 22.0               |  | $ | 26.3     |  | $ | (4.3 | ) |  | (16 | )%
|Canada                                                                                                                                                                     |  |                             | 1.4  |      |                           | 1.2                |  |   | 0.2      |   |  | 17   | %  |      |   | 2.5                |  |   | 3.0      |  |   | (0.5 | ) |  | (17 | )%
|                                                                                                                                                                           |  |                             |      |      |                           |                    |  |   |          |   |  |      |    |      |   |                    |  |   |          |  |   |      |   |  |     |   
|Total North America                                                                                                                                                        |  |                             | 13.6 |      |                           | 14.6               |  |   | (1.0     | ) |  | (7   | )% |      |   | 24.5               |  |   | 29.3     |  |   | (4.8 | ) |  | (16 | )%
|                                                                                                                                                                           |  |                             |      |      |                           |                    |  |   |          |   |  |      |    |      |   |                    |  |   |          |  |   |      |   |  |     |   
|Latin America                                                                                                                                                              |  |                             | 4.7  |      |                           | 4.0                |  |   | 0.7      |   |  | 18   | %  |      |   | 9.7                |  |   | 7.4      |  |   | 2.3  |   |  | 31  | % 
|Europe, Middle East, Africa                                                                                                                                                |  |                             | 13.9 |      |                           | 11.2               |  |   | 2.7      |   |  | 24   | %  |      |   | 28.4               |  |   | 16.6     |  |   | 11.8 |   |  | 71  | % 
|Asia Pacific                                                                                                                                                               |  |                             | 1.1  |      |                           | 0.5                |  |   | 0.6      |   |  | 120  | %  |      |   | 1.7                |  |   | 1.1      |  |   | 0.6  |   |  | 55  | % 
|                                                                                                                                                                           |  |                             |      |      |                           |                    |  |   |          |   |  |      |    |      |   |                    |  |   |          |  |   |      |   |  |     |   
|Total International                                                                                                                                                        |  |                             | 19.7 |      |                           | 15.7               |  |   | 4.0      |   |  | 25   | %  |      |   | 39.8               |  |   | 25.1     |  |   | 14.7 |   |  | 59  | % 
|                                                                                                                                                                           |  |                             |      |      |                           |                    |  |   |          |   |  |      |    |      |   |                    |  |   |          |  |   |      |   |  |     |   
|Total                                                                                                                                                                      |  | $                           | 33.3 |      | $                         | 30.3               |  | $ | 3.0      |   |  | 10   | %  |      | $ | 64.3               |  | $ | 54.4     |  | $ | 9.9  |   |  | 18  | % 
|                                                                                                                                                                           |  |                             |      |      |                           |                    |  |   |          |   |  |      |    |      |   |                    |  |   |          |  |   |      |   |  |     |   



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For the three months ended June 30, 2010, net revenue increased 10% or $3.0 million to
$33.3 million from $30.3 million for the same period last year. For the six months ended June 30, 2010, net revenue increased 18% or $9.9 million to $64.3 million from $54.4 million for the same period last year.

For the three months ended June 30, 2010, product revenue increased 12% or $3.4 million to $32.3 million, compared to $28.9 million
for the same period last year. For the six months ended June 30, 2010, product revenue increased 21% or $11.0 million to $62.4 million, compared to $51.4 million for the same period last year.

The increase in net revenue and product revenue during the three and six months ended June 30, 2010 was primarily due to significant
additional sales of our new products in the international markets in which Etisalat operates.

For the three months ended
June 30, 2010, service revenue decreased by 29% or $0.4 million to $1.0 million, compared to $1.4 million for the same period last year. For the six months ended June 30, 2010, service revenue decreased by 37% or $1.1 million to $1.9
million, compared to $3.0 million for the same period last year. The decrease in service revenue was primarily due to fewer one-time service sales during the current period. Service revenue represents revenue from maintenance and other services
associated with product shipments.

International revenue increased 25% or $4.0 million to $19.7 million for the three months
ended June 30, 2010 from $15.7 million for the same period last year, and represented 59% of total revenue compared with 52% during the same period of 2009. For the six months ended June 30, 2010, international revenue increased 59% or
$14.7 million to $39.8 million from $25.1 million for the same period last year, and represented 62% of total revenue compared with 46% during the same period of 2009. The increase in international revenue during the three and six months ended
June 30, 2010 was primarily due to increased sales of our new products in Europe, Middle East and Africa.

For the three
and six months ended June 30, 2010, Etisalat represented 24% and 29% of net revenue, respectively. We anticipate that our results of operations in any given period may depend to a large extent on sales to a small number of large accounts. As a
result, our revenue for any quarter may be subject to significant volatility based upon changes in orders from one or a small number of key customers.

Cost of Revenue and Gross Profit

Total cost of revenue, including stock-based compensation, increased $2.0 million or 10% to $21.3 million for the three months ended
June 30, 2010 compared to $19.3 million for the three months ended June 30, 2009. Cost of revenue increased $5.4 million or 15% to $41.0 million for the six months ended June 30, 2010 compared to $35.6 million for the six months ended
June 30, 2009. The increase in cost of revenue was primarily due to the increase in sales volume. Gross margin remained consistent for the three months ended June 30, 2010 as compared with prior period and increased slightly for the six
months ended June 30, 2010 as compared to prior period due to greater sales of products with higher gross margin, such as the MXK products. Total cost of revenue was 64% of net revenue for each of the three months ended June 30, 2010 and
2009, and 64% and 65% of net revenue for the six months ended June 30, 2010 and 2009, respectively.

We expect that in the
future our cost of revenue as a percentage of net revenue will vary depending on the mix and average selling prices of products sold. In addition, continued competitive and economic pressures could cause us to reduce our prices, adjust the carrying
values of our inventory, or record inventory charges relating to discontinued products and excess or obsolete inventory.

Research and
Product Development Expenses

Research and product development expenses decreased 7% or $0.4 million to $5.2 million from
$5.6 million for the three months ended June 30, 2010 compared to the three months ended June 30, 2009, and decreased 8% or $0.9 million to $10.5 million from $11.4 million for the six months ended June 30, 2010 compared to the six
months ended June 30, 2009. The decrease in both the three and six months ended June 30, 2010 was a combination of continued restructuring efforts to streamline processes and cost savings realized from the completion of development of
certain new products. The continued restructuring efforts to streamline processes can be seen through the reduction in personnel-related costs of $0.1 million and $0.3 million for the three and six months ended June 30, 2010, respectively. The
cost saving related to the completion of development and launch of new products in late 2009 resulted in decreases in product-related costs of $0.3 million and $0.7 million for the three and six months ended June 30, 2010, respectively. The
decrease for the six months ended June 30, 2010



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was slightly offset by the $0.1 million increase in stock-based compensation which related to the acceleration of vesting of stock options in March 2010. We intend to continue to invest in
research and product development to attain our strategic product development objectives, while seeking to manage the associated costs through expense controls.

Sales and Marketing Expenses

Sales and marketing expenses increased 22% or $1.1 million to $6.1 million from $5.0 million for the three months ended June 30, 2010
compared to the three months ended June 30, 2009, primarily due to an increase of $0.3 million in marketing expenses as we continue to grow our brand awareness, an increase of $0.2 million in customer service related expenses and increases in
sales expenses of $0.6 million, of which $0.2 million related to commissions, $0.1 million related to travel expenses and $0.3 million related to consulting fees from increased sales of our new products in international markets during the current
year period.

Sales and marketing expenses increased 8% or $0.9 million to $11.9 million from $11.0 million for the six months
ended June 30, 2010 compared to the six months ended June 30, 2009 primarily due to an increase of $0.4 million in marketing expenses, an increase of $0.3 million in customer service related expenses and increases in sales expenses of $1.0
million, of which $0.3 million related to commissions, $0.6 million related to consulting fees from increased sales of our new products in international markets during the current year period and $0.1 million related to travel expenses, and an
increase of $0.1 million related to stock-based compensation from the acceleration of vesting of stock options in March 2010. These increases were offset by significant expenses in the first quarter of 2009 related to the closure of our Italy office
(which resulted in severance costs of $0.6 million and exit costs of $0.3 million), as there were no similar restructuring activities in the first quarter of 2010.

General and Administrative Expenses

General and administrative expenses decreased 4% or $0.1 million to $2.3 million from $2.4 million for the three months ended
June 30, 2010 compared to the three months ended June 30, 2009, and increased 12% or $0.6 million to $5.6 million from $5.0 million for the six months ended June 30, 2010 compared to the six months ended June 30, 2009. The
decrease for the three months ended June 30, 2010 related mainly to lower personnel expenses of $0.1 million due to continued efforts to reduce costs. The increase for the six months ended June 30, 2010 was primarily due to an increase of
$0.6 million in stock-based compensation (of which $0.7 million related to the acceleration of vesting of stock options in March 2010 partially offset by a decrease of $0.1 million for the three months ended June 30, 2010).

Income Tax Provision

During the three and six months ended June 30, 2010 and 2009, no material provision or benefit for income taxes was recorded, due to
our recurring operating losses and the significant uncertainty regarding the realization of our net deferred tax assets, against which we have continued to record a full valuation allowance.

LIQUIDITY AND CAPITAL RESOURCES

Our operations are financed through a combination of our existing cash, cash equivalents and short-term investments, available credit
facilities, and sales of equity and debt instruments, based on our operating requirements and market conditions.

At
June 30, 2010, cash and cash equivalents were $20.3 million as compared with cash, cash equivalents and short-term investments of $21.8 million at December 31, 2009. This amount included cash and cash equivalents of $20.3 million at
June 30, 2010, as compared with $21.5 million at December 31, 2009. The decrease in cash and cash equivalents was attributable to net cash used in operating, financing, and investing activities of $1.0 million, $0.1 million and $0.1
million, respectively.

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2010 consisted of a net loss of $5.2 million, adjusted for
non-cash charges totaling $2.8 million and an increase in operating assets totaling $1.4 million. The most significant components of the changes in net operating assets were a decrease in accounts receivable of $9.3 million with an offsetting
decrease in accounts payable of $8.1 million. The decrease in accounts receivable related to significant cash collections, primarily related to Etisalat, in the second quarter of 2010, which were in turn used to pay down outstanding payables causing
the related decrease in the accounts payable balance. In addition to these changes, there was an increase in inventories of $1.2 million related to the build-up associated with shipments for the third quarter of 2010.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2010 consisted primarily of equipment purchases of $0.4
million, offset by proceeds from the sale and maturity of short-term investments of $0.3 million.



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Financing Activities

Net cash used in financing activities for the six months ended June 30, 2010 consisted primarily of repayment of debt of $0.2 million
primarily in connection with the secured real estate loan associated with our Oakland, California campus. This was partially offset by the proceeds related to exercises of stock options and purchases made under the ESPP plan of $0.2 million.

Cash Management

Our primary source of liquidity comes from our cash and cash equivalents which totaled $20.3 million at June 30, 2010, and our $25.0
million revolving line of credit and letter of credit facility with SVB, or the SVB Facility. Our cash and cash equivalents are held in accounts managed by third party financial institutions and consist of invested cash and cash in our operating
accounts.

Our short-term investments are classified as available-for-sale and consist of securities that are readily
convertible to cash, including certificates of deposits, commercial paper and government securities, with original maturities at the date of acquisition ranging from 90 days to one year. Our short-term investments are available for use in current
operations or other activities. To date, we have experienced no significant realized losses or other-than-temporary impairment losses with respect to our short-term investments; however, there can be no assurance that our short-term investments will
not be affected by future volatility and uncertainty in the financial markets. At current revenue levels, we anticipate that some portion of our existing cash and cash equivalents and short-term investments will continue to be consumed by
operations.

In March 2010, the SVB Facility was renewed and the aggregate amount available for borrowing was increased to
$25.0 million as discussed in Note 10 to the consolidated financial statements. Under the SVB Facility, we have the option of borrowing funds at agreed upon interest rates. The amount that we are able to borrow under the SVB Facility varies based on
eligible accounts receivable, as defined in the agreement, as long as the aggregate principal amount outstanding does not exceed $25.0 million. In addition, under the SVB Facility, we are able to utilize the facility as security for letters of
credit.

Under the SVB Facility, $10.0 million was outstanding at June 30, 2010. In addition, $8.6 million was committed
as security under various letters of credit and $3.4 million was unused and available for borrowing as of June 30, 2010. The amounts borrowed under the SVB Facility bear interest, payable monthly, at a floating rate that is SVBs prime
rate plus 2.5%. The minimum interest rate is 6.5%. The interest rate was 6.5% at June 30, 2010.

Our obligations under the
SVB Facility are secured by substantially all of our personal property assets and those of our subsidiaries, including our intellectual property. The SVB Facility contains certain financial covenants, and customary affirmative covenants and negative
covenants. If we do not comply with the various covenants and other requirements under the SVB Facility, SVB is entitled to, among other things, require the immediate repayment of all outstanding amounts and sell our assets to satisfy the
obligations under the SVB Facility. As of June 30, 2010, we were in compliance with these covenants. We make no assurances that we will be in compliance with these covenants in the future.

Future Requirements and Funding Sources

Our fixed commitments for cash expenditures consist primarily of payments under operating leases, inventory purchase commitments, and
payments of principal and interest for debt obligations. As a result of the Paradyne acquisition in 2005, we assumed a lease commitment for facilities in Largo, Florida. The term of the lease expires in June 2012 and had an estimated remaining
obligation of approximately $8.7 million as of June 30, 2010. We intend to continue to occupy only a portion of these facilities and are evaluating our options to exit the excess portion of the lease. We have recorded a liability of $3.5
million as of June 30, 2010, which we believe is adequate to cover costs incurred to exit the excess portion of these facilities, net of estimated sublease income.

As a result of the financial demands of major network deployments and the difficulty in accessing capital markets, network service
providers continue to request financing assistance from their suppliers. From time to time, we may provide or commit to extend credit or credit support to our customers. This financing may include extending the terms for product payments to
customers. Depending upon market conditions, we may seek to factor these arrangements to financial institutions and investors to reduce the amount of our financial commitments associated with such arrangements. Our ability to provide customer
financing is limited and depends upon a number of factors, including our capital structure, the level of our available credit and our ability to factor commitments to third parties. Any extension of financing to our customers will limit the capital
that we have available for other uses.

Our accounts receivable, while not considered a primary source of liquidity, represent
a concentration of credit risk because a significant portion of the accounts receivable balance at any point in time typically consists of a relatively small number of customer account balances. As of June 30, 2010, Etisalat accounted for 36%
of net accounts receivable, and receivables from customers in countries other than the United States of America represented 68% of net accounts receivable. We do not currently have any material commitments for capital expenditures, or any other
material commitments aside from operating leases for our facilities, inventory purchase commitments and debt.



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As of June 30, 2010, we have $18.5 million outstanding under a secured real estate loan
that becomes due in April 2011. We are currently evaluating the options to refinance the real estate loan or the potential sale of the campus building which are expected to be completed by the end of the fiscal year.

We expect that operating losses and negative cash flows from operations may continue. In order to meet our liquidity needs and finance our
capital expenditures and working capital needs for our business, we may be required to sell assets, issue debt or equity securities or borrow on unfavorable terms. Continued uncertainty regarding financial institutions ability and inclination
to lend may negatively impact our ability to access debt financing or to refinance existing indebtedness in the future on favorable terms, or at all. We may be unable to sell assets, issue securities or access additional indebtedness to meet these
needs on favorable terms, or at all. If additional capital is raised through the issuance of debt securities or other debt financing, the terms of such debt may include covenants, restrictions and financial ratios that may restrict our ability to
operate our business. Likewise, any equity financing could result in additional dilution of our stockholders. If we are unable to obtain additional capital or are required to obtain additional capital on terms that are not favorable to us, we may be
required to reduce the scope of our planned product development and sales and marketing efforts beyond the reductions we have previously taken. Based on our current plans and business conditions, we believe that our existing cash, cash equivalents
and short-term investments and available credit facilities will be sufficient to satisfy our anticipated cash requirements for the foreseeable future.

Contractual Commitments and Off-Balance Sheet Arrangements

At June 30, 2010, our future contractual commitments by fiscal year were as follows (in thousands):



|                                     |  |       |        |                        |   |        |  |      |        |      |   |                     |  |   |    |  |   |   
|------------------------------------ |  | ----- | ------ | ---------------------- | - | ------ |  | ---- | ------ | ---- | - | ------------------- |  | - | -- |  | - | --
|                                     |  |       |        | Payments due by period
|                                     |  | Total |        | 2010                   |   | 2011   |  | 2012 |        | 2013 |   | 2014 and Thereafter
|Operating leases                     |  | $     | 9,393  |                        | $ | 2,429  |  | $    | 4,575  |      | $ | 2,297               |  | $ | 63 |  | $ | 29
|Purchase commitments                 |  |       | 5,307  |                        |   | 5,307  |  |      |       |      |   |                    |  |   |   |  |   |  
|Line of credit                       |  |       | 10,000 |                        |   | 10,000 |  |      |       |      |   |                    |  |   |   |  |   |  
|Short-term debt                      |  |       | 18,453 |                        |   | 211    |  |      | 18,242 |      |   |                    |  |   |   |  |   |  
|                                     |  |       |        |                        |   |        |  |      |        |      |   |                     |  |   |    |  |   |   
|Total future contractual commitments |  | $     | 43,153 |                        | $ | 17,947 |  | $    | 22,817 |      | $ | 2,297               |  | $ | 63 |  | $ | 29
|                                     |  |       |        |                        |   |        |  |      |        |      |   |                     |  |   |    |  |   |   

Operating Leases

The operating lease amounts shown above represent primarily off-balance sheet arrangements. For operating lease commitments, a liability
is generally not recorded on our balance sheet unless the facility represents an excess facility for which an estimate of the facility exit costs has been recorded on our balance sheet, net of estimated sublease income. For operating leases that
include contractual commitments for operating expenses and maintenance, estimates of such amounts are included based on current rates. Payments made under operating leases will be treated as rent expense for the facilities currently being utilized.
Of the total $9.4 million operating lease amount, $3.5 million has been recorded as a liability on our balance sheet as of June 30, 2010.

Purchase Commitments

The purchase commitments shown above represent non-cancellable inventory purchase commitments as of June 30, 2010. The inventory
purchase commitments typically allow for cancellation of orders 30 days in advance of the required inventory availability date as set by us at time of order.

Line of Credit and Debt

The debt and line of credit obligations have been recorded as liabilities on our balance sheet. The debt and line of credit obligation
amounts shown above represent the scheduled principal repayments, but not the associated interest payments which may vary based on changes in market interest rates. Our secured real estate loan matures in April of 2011 and we are currently
evaluating our refinancing options. Although our line of credit under the SVB Facility matures in 2011, we have the right to repay anytime before the maturity date and intend to repay outstanding borrowings within the current year. At June 30,
2010, the interest rate under both our secured real estate loan and the SVB Facility was 6.5%. See above under Cash Management for further information about the SVB Facility.

As of June 30, 2010, we had $10.0 million outstanding under our line of credit under the SVB Facility and an additional $8.6 million
committed as security for various letters of credit, as discussed in Note 10 to the condensed consolidated financial statements.

As of June 30, 2010, we had $18.5 million outstanding under our secured real estate loan, all of which was classified as short-term,
as discussed in Note 10 to the condensed consolidated financial statements.



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|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

Cash, Cash Equivalents and Short-Term Investments

Cash, cash equivalents and short-term investments consisted of the following as of June 30, 2010 and December 31, 2009 (in
thousands):



|                          |  |              |        |                  |   |       
|------------------------- |  | ------------ | ------ | ---------------- | - | ------
|                          |  | June 30,2010 |        | December 31,2009
|Cash and cash equivalents |  | $            | 20,271 |                  | $ | 21,460
|Short-term investments    |  |              |       |                  |   | 306   
|                          |  |              |        |                  |   |       
|                          |  | $            | 20,271 |                  | $ | 21,766
|                          |  |              |        |                  |   |       

Concentration of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents,
short-term investments and accounts receivable. Cash and cash equivalents and short-term investments consist principally of demand deposit and money market accounts, commercial paper and corporate debentures and bonds with credit ratings of AA or
better. Cash and cash equivalents and short-term investments are principally held with various domestic financial institutions with high credit standing. We perform ongoing credit evaluations of our customers and generally do not require collateral.
Allowances are maintained for potential doubtful accounts. For the three and six months ended June 30, 2010, Etisalat accounted for 24% and 29% of net revenue, respectively. For the three and six months ended June 30, 2009, the same
customer accounted for 18% and 10% of net revenue, respectively.

As of June 30, 2010, Etisalat receivables, which are
denominated in United Arab Emirates Dirhams, a currency that tracks to the U.S. dollar, accounted for 36% of net accounts receivable. As of December 31, 2009, the same customer accounted for 66% of net accounts receivable.

As of June 30, 2010 and December 31, 2009, receivables from customers in countries other than the United States represented 68%
and 82%, respectively, of net accounts receivable.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our outstanding debt. As of June 30, 2010, our
outstanding debt balance was $28.5 million, which was comprised of two parts. The first part related to the principal outstanding under our secured real estate loan of $18.5 million. Interest on that loan accrues on the unpaid principal balance at a
variable interest rate (which adjusts every six months) equal to the sum of the LIBOR rate plus 3.0% per annum; provided that in no event will the variable interest rate (a) exceed 14.2488% per annum, (b) be less than
6.5% per annum, or (c) be adjusted by more than 1.0% at any adjustment date. The second part of our total outstanding debt related to our SVB Facility which accounted for $10.0 million. Interest on the line of credit under the SVB Facility
accrues at SVBs prime rate plus 2.5% with the minimum rate set at 6.5%. The interest rate for both the secured real estate loan and the SVB Facility was 6.5% at June 30, 2010. Assuming the outstanding balance on our variable rate debt
remains constant over a year, a 2% increase in the interest rate would decrease pre-tax income and cash flow by approximately $0.6 million.

Foreign Currency Exchange Risk

We transact business in various foreign countries. Substantially all of our assets are located in the United States. We have sales
operations throughout Europe, Asia, the Middle East and Latin America. We are exposed to foreign currency exchange rate risk associated with foreign currency denominated assets and liabilities, primarily inter-company receivables and payables.
Accordingly, our operating results are exposed to changes in exchange rates between the U.S. dollar and those currencies. During 2010 and 2009, we did not hedge any of our foreign currency exposure.

We have performed sensitivity analyses as of June 30, 2010 using a modeling technique that measures the change in the fair values
arising from a hypothetical 10% adverse movement in the levels of foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant. The sensitivity analyses indicated that a hypothetical 10% adverse movement in
foreign currency exchange rates would result in a foreign exchange loss of $0.2 million at June 30, 2010. This sensitivity analysis assumes a parallel adverse shift in foreign currency exchange rates, which do not always move in the same
direction. Actual results may differ materially.



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|Item 4. | Controls and Procedures
|------- | -----------------------

Disclosure
Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report. The controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer. Based
upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, subject to the limitations noted in this Part I, Item 4, as of the end of the period covered by this report, our disclosure controls and
procedures were effective to provide reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the
SEC, and that material information relating to Zhone and its consolidated subsidiaries is made known to management, including our Chief Executive Officer and Chief Financial Officer, particularly during the period when our periodic reports are being
prepared.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on
Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not
expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control systems objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further,
because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the
company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts
of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes
in conditions or deterioration in the degree of compliance with policies or procedures.

PART II. OTHER
INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

We are
subject to legal proceedings, claims and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a
material adverse effect on our consolidated financial position or results of operations. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, there exists the
possibility of a material adverse impact on the results of operations of the period in which the ruling occurs, or future periods.



|Item 1A. | Risk Factors
|-------- | ------------

In addition
to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2009, as updated by our
Quarterly Report on Form 10-Q for the three months ended March 31, 2010 and filed with the SEC on May 7, 2010, which could materially affect our business, financial condition or future results. There have been no material changes to the
risk factors described in the Risk Factors section in our Annual Report on Form 10-K for the year ended December 31, 2009 (as so updated). The risks described in our Annual Report on Form 10-K (as so updated) are not the only
risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.



|Item 6. | Exhibits
|------- | --------

The Exhibit
Index on page 25 is incorporated herein by reference as the list of exhibits required as part of this report.



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SIGNATURES

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



|                     |  |  |  |                          |  |                        
|-------------------- |  |  |  | ------------------------ |  | -----------------------
|                     |  |  |  | ZHONE TECHNOLOGIES, INC.
|                     |  |  | 
|Date: August 6, 2010 |  |  |  | By:                      |  | /S/    MORTEZA
EJABAT  
|                     |  |  |  | Name:                    |  | Morteza Ejabat         
|                     |  |  |  | Title:                   |  | Chief Executive Officer
|                     |  |  | 
|                     |  |  |  | By:                      |  | /S/    KIRK
MISAKA     
|                     |  |  |  | Name:                    |  | Kirk Misaka            
|                     |  |  |  | Title:                   |  | Chief Financial Officer



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EXHIBIT INDEX



|               |  |                                                                                  
|-------------- |  | ---------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                      
|               | 
|31.1           |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)    
|               | 
|31.2           |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)    
|               | 
|32.1           |  | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer



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