##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC 20549
     Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED JULY
    3, 2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-30684
      
  OCLARO, INC. (Exact Name of
    Registrant as Specified in Its Charter)
  Delaware(State or other jurisdiction
    of incorporation or organization)

20-1303994(I.R.S. Employer
    Identification No.)   2584 Junction Avenue, San Jose, California, 95134 (Address of principal
    executive offices, zip code)
  (408) 383-1400 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, Par Value $0.01 Per Share

NASDAQ Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
  None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller
    reporting company)   Rule 12b-2).  Yes o þ
    DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





OCLARO,
    INC.
    ANNUAL REPORT ON
    FORM 10-K
    FOR THE FISCAL YEAR ENDED JULY 3, 2010
    TABLE OF CONTENTS
  PagePART IItem 1.


Business


3Item 1A.


Risk Factors


13Item 1B.


Unresolved Staff Comments


31Item 2.


Properties


31Item 3.


Legal Proceedings


32PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


33Item 6.


Selected Financial Data


34Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


35Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


53Item 8.


Financial Statements and Supplementary Data


54Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


54Item 9A.


Controls and Procedures


54Item 9B.


Other Information


55PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


55Item 11.


Executive Compensation


55Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


55Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


55Item 14.


Principal Accounting Fees and Services


56PART IVItem 15.


Exhibits, Financial Statement Schedules


56Signatures


57EX-3.2EX-10.6EX-10.7EX-10.9EX-10.10EX-10.11EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K Form 10-K
 PART I  Item 1.
    Business  Overview
    of Oclaro
   3




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Corporate
    Information
    (408) 383-1400. www.oclaro.com Form 10-K. Form 10-K, Form 10-Q, Form 8-K,
  Our
    Business Segments
  Telecom.
      Advanced Photonic Solutions.
 4




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Competitive
    Differentiation
    
    Customer Ease of Use.  We believe that
    providing innovative solutions to enhance our customers
    ease of doing business is critical to success, and this is at
    the core of our strategy. This includes exhibiting high
    standards of flexibility and quality and the ability to provide
    products ranging from standard components to advanced subsystems
    designed in partnership with our customers. We are a leading
    supplier of optical products at the component level, including
    tunable lasers, pump lasers, modulators and receivers, and we
    are also a leading supplier of products at the module and
    subsystem levels, including transceivers, transponders,
    amplifiers and controlled subsystems. Our intellectual property
    (IP) leadership and vertically integrated
    manufacturing strategy enable us to deliver high performance,
    competitive solutions.
    Optical Technology Leadership.  We have
    extensive expertise in optical technologies including
    optoelectronic semiconductors, electronics design, firmware and
    software capabilities. Our expertise includes III-V
    optoelectronic semiconductors utilizing indium phosphide
    (InP), gallium arsenide and lithium niobate
    (LiNbO3) substrates. We have over 1,000 patents
    issued and our IP base represents significant investment in the
    optical industry over the past 20 years. We believe our
    commitment to the optical industry and our IP and know-how
    represents a differentiated value proposition for our customers.
    We believe that we are positioned as the number one or number
    two supplier in the metro and long-haul telecom markets.
    Leading Photonic Integration
    Capabilities.  Photonic integration, which is the
    combination of multiple functions or devices in one package or
    on one chip, is an important source of differentiation. Our
    wafer fabrication facilities and process technologies position
    us to be a leader in delivering photonic integration. We believe
    that photonic integration will enable us to capture additional
    value in the optical network supply chain as customers demand
    increasing product integration and complexity to build the next
    generation network.
    Vertically Integrated Manufacturing
    Approach.  We operate three optical wafer
    fabrication facilities as well as a low-cost back end assembly
    and test facility in China. Our vertical integration enables us
    to support and control all phases of the development and
    manufacturing process from chip creation, to component design,
    to module and subsystem production. We believe that our wafer
    fabrication facilities position us to introduce product
    innovations delivering optical network cost and performance
    advantages to our customers. We believe that our in-house
    control of this complete product lifecycle process enables us to
    respond more quickly to changing customer requirements, allowing
    our customers to reduce the time it takes them to deliver
    products to market. Furthermore, our ability to deliver
    innovative technologies in a variety of form factors, ranging
    from chip level to module level to subsystem level, allows us to
    address the needs of a broad base of potential customers
    regardless of their desired level of product integration or
    complexity.
    Proven Ability to Expand into Other Optical
    Markets.  We leverage our core optical expertise
    to enter attractive optical markets outside of telecom. We have
    become a leading merchant supplier of laser diodes, serving
    markets such as manufacturing, printing, medical and consumer
    and we have become a viable supplier of differentiated
    technologies to larger vertically integrated laser systems
    companies serving these markets. This business leverages our
    telecom optical expertise, allows us to increase fab utilization
    and provides revenue diversification. 5




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Business
    Strategy
    
    Maintain Focus on Core Optical Network.  We are
    positioned as a key strategic supplier to the major
    telecommunications equipment companies and intend to continue to
    focus on enabling our customers to build equipment for the
    implementation of next generation core optical networks. Our
    optical IP and development expertise provides us with optical
    network insights that enable us to partner with our customers to
    continue to innovate optical solutions. We plan to continue to
    work with our customers to develop key technologies and expand
    our product offerings across the optical network.
    Expand Position with Tier One Customers Through
    Technology Innovation and Manufacturing
    Flexibility.  We believe we are a market leader in
    many of the market segments we address. Our combination of
    technology innovation and manufacturing flexibility enable us to
    deliver low-latency, high-performance products to our customers.
    We believe our customer-centric strategy will enable us to
    continue to gain share in our markets by innovating in
    partnership with our customers and delivering cost-effective
    solutions to them.
    Extend Core Optical Product
    Differentiation.  We plan to continue to invest in
    optical innovation in order to power the infrastructure required
    to serve the rapidly growing demand for bandwidth. Our photonic
    integration capability enables additional functionality of our
    products and we plan to continue to leverage this advantage to
    advance optical technology in the network. We also plan to
    evaluate acquisitions of and investments in complementary
    businesses, products or technologies in order to continuously
    improve our solutions for customers.
    Match Global Engineering and Manufacturing Resources with
    Customer Demands.  We believe our global
    engineering and manufacturing infrastructure enables us to
    deliver cost-effective solutions for our customers. We plan to
    continue to manage our manufacturing infrastructure in order to
    effectively meet customer demand for high-performance products
    and rapid time to market. We believe the scale of our
    manufacturing infrastructure can enable our margins to increase
    as our revenue grows due to limited incremental cost required to
    meet increasing demand. We also supplement our facilities with
    the use of contract manufacturers on a selective basis, enabling
    us to dynamically manage our production in the face of varying
    customer demand.
    Leverage Optical Expertise to Address Other Optical Market
    Opportunities.  We plan to continue to enter
    and/or build
    in adjacent markets with our APS segment in order to leverage
    our optical expertise and our manufacturing infrastructure.
    Consider the Use of Strategic Investment and Acquisitions to
    Maintain Optical Leadership Position.  Our
    industry has historically been fragmented and characterized by
    large numbers of competitors. In addition to our internal
    development capabilities, we intend to continue to consider the
    use of acquisitions as a means to enhance our scale, obtain
    critical technologies, and enter new markets. We have
    historically expanded our business through acquisitions where we
    have seen an opportunity to enhance scale, broaden our product
    offerings, or integrate new technology. For instance, in
    addition to Oclaros formation from the April 27, 2009
    merger of Bookham and Avanex, both of these predecessors have
    also participated in significant past merger and acquisition
    activities. Bookhams acquisitions included, in particular,
    the Nortel Networks Optical Components business in 2002, the
    Marconi Optical Components business in 2002, and seven other
    acquisitions between 2003 and 2009. Our most recent acquisitions
    were the purchase of Xtellus, in December 2009, which
    complemented and expanded our wavelength selective switch
    (WSS) product portfolio, and the purchase of Mintera
    Corporation (Mintera) in July 2010, which we believe
    will broaden our product portfolio for high-speed transmission
    solutions and will reinforce our position as one of the leading
    optical communications providers. In June 2010, we also made a
    minority investment in, and entered into a strategic marketing
    arrangement with, ClariPhy Communications, Inc.
    (ClariPhy), a designer of high-speed digital signal
    processors complementary to our optical components in 40
    gigabits per second (Gb/s) and, in the future, 100
    Gb/s applications. 6




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Our
    Product Offerings
  Telecom
    Products
  
    Tunable laser transmitters.  Our tunable laser
    products include discrete lasers and co-packaged laser
    modulators to optimize performance and reduce the size of the
    product. Our tunable products at the component level include an
    InP tunable laser chip, a 10 Gb/s integrated tunable laser
    assembly (iTLA) and a 10 Gb/s co-packaged laser
    modulator tunable compact mach-zender. We also supply our
    tunable components into our customers 40 Gb/s products,
    and believe we are the primary supplier of these and related
    components into the 40 Gb/s solutions commercially available
    today.
    Fixed wavelength laser transmitters.  Our fixed
    laser products include discrete lasers and co-packaged laser
    modulators to optimize performance and reduce the size of the
    product. Our fixed wavelength products at the component level
    are designed for both long-haul and metro applications at 2.5
    Gb/s and 10 Gb/s and include InP laser chips, a 10 Gb/s laser
    and a 10 Gb/s co-packaged laser and compact mach-zender
    modulator.    
    Lithium niobate modulators.  Our lithium
    niobate modulators are optical devices that manipulate the phase
    or the amplitude of an optical signal. Their primary function is
    to transfer information on an optical carrier by modulating the
    light. These devices externally modulate the lasers of discrete
    transmitter products including, but not limited to, our own
    standalone laser products.
    Receivers.  Our portfolio of discrete receivers
    for metro and long-haul applications at 2.5 Gb/s and 10 Gb/s
    includes avalanche photodiode (APD) preamp
    receivers, as well as PIN photodiode preamp receivers, and PIN
    and APD modules and products that feature integrated attenuators.
    Transceivers.  Our small form factor pluggable
    transceiver portfolio includes SFP products operating at 2.5
    Gb/s and XFP products operating at 10 Gb/s, including a tunable
    X2 extended product operating at 10 Gb/s. We are currently
    sampling tunable XFP products which we believe will be cost
    effective solutions and industry leading in terms of
    performance. We believe the photonic integration of our internal
    componentry represents a differentiator and a competitive
    advantage in our tunable XFP products.
    Transponder modules.  Our transponder modules
    provide both transmitter and receiver functions. A transponder
    includes electrical circuitry to control the laser diode and
    modulation function of the transmitter as well as the receiver
    electronics. We supply a small form factor tunable transponder
    at 10 Gb/s and a 40 Gb/s transponder based on a DQPSK modulation
    scheme. With our recent acquisition of Mintera, we now also
    offer a DPSK-based 40 Gb/s transponder and expect to introduce a
    40 Gb/s PM-QPSK, also known as a coherent-based transponder, in
    calendar year 2011. We believe the photonic integration of our
    internal componentry represents a differentiator and a
    competitive advantage in certain of these products.
    Pump laser chips.  Our 980 nanometer
    (nm) pump laser diodes are designed for use as
    high-power, reliable pump sources for erbium doped fiber
    amplifiers (EDFAs) in terrestrial and undersea, or
    submarine, applications. Uncooled modules are designed for
    low-cost, reliable amplification for metro, cross-connect or
    other single/multi-channel amplification applications, and
    submarine applications.
    Amplifiers.  EDFAs are used to boost the
    brightness of optical signals and offer compact amplification
    for ultra long-haul, long-haul and metro networks. We offer a
    semi-custom product portfolio of multi-wavelength amplifiers
    from gain blocks to full card level or subsystem solutions
    designed for use in wide bandwidth wave division multiplexing
    (WDM) optical transmission systems. We also offer
    lower cost narrow band
    mini-amplifiers.
    980 nm pump laser diodes are a key component of these products
    and they are mostly sourced internally from our own wafer
    fabrication facilities.
    Wavelength Management.  Our wavelength
    management products include switching and routing solutions,
    multiplexing and signal processing solutions and micro-optics
    and integrated modules. These include products that optically
    add and drop transmission signals in both fixed and
    reconfigurable versions, 7




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including ROADMs, products that optically multiplex or
    demultiplex signals based on thin film filters, planar and
    interleaver technologies, and products that optically attenuate
    signal power across a single or multiple wavelength bands.  
    Dispersion Compensation Management.  Our
    dispersion compensation product family consists of products that
    optically compensate for chromatic dispersion and dispersion
    degradation of transmission signals, including fixed and tunable
    products based on dispersion compensating fiber and cascaded
    etalons.
    Thin Film Filters.  Our thin film filter
    (TFF) products are used for multiplexing and
    demultiplexing optical signals within dense WDM transmission
    systems. In addition to this, TFF products are used to attenuate
    and control light within our amplifier product range.  Advanced
    Photonic Solutions Products
  
    High Powered Laser Diode Products.  We market
    advanced pump laser technology diodes for material processing,
    medical and printing applications. Our market opportunities for
    our high power laser diodes are expanding to include consumer
    applications, including cosmetic and
    3-D imaging
    applications.
    VCSEL Products.  We sell low-power polarized
    products for optical mouse and finger navigation applications.
    Our market opportunities for VCSEL products are expanding to
    include optical data interconnectivity applications.
    Thin Film Filter Products.  We deploy our
    optical TFF technology to markets outside of telecommunications,
    with applications available in the life sciences, biotechnology
    and consumer display industries.  Customers,
    Sales and Marketing
           8




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Year EndedJuly 3, 2010


June 27, 2009


June 28, 2008(Thousands)Revenues:Telecom

$
341,908


$
190,748


$
178,374Advanced photonics solutions


50,637



20,175



24,289Consolidated revenues

$
392,545


$
210,923


$
202,663   Operating Segments and Related Information Form 10-K.
    Year EndedJuly 3, 2010


June 27, 2009


June 28, 2008(Thousands)United States

$
75,907


$
42,776


$
36,209Canada


14,845



14,596



39,050Europe


96,387



53,236



43,730Asia


176,534



86,951



76,096Rest of world


28,872



13,364



7,578$
392,545


$
210,923


$
202,663   Manufacturing
    3-inch
 9




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Research
    and Development
        Intellectual
    Property
   10




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non-U.S. patents,
      Our products may infringe the intellectual property
    rights of others which could result in expensive litigation or
    require us to obtain a license to use the technology from third
    parties, or we may be prohibited from selling certain products
    in the future Form 10-K.
  and/or
  Competition
     11




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Recent
    Significant Events
  1-for-5
    and/or
  Long-Lived
    Tangible Assets and Total Assets
    Long-Lived Tangible Assets


Total AssetsJuly 3, 2010


June 27, 2009


July 3, 2010


June 27, 2009(Thousands)United States

$
8,213


$
2,252


$
151,821


$
94,539Canada


275



185



886



363Europe


8,824



7,390



139,383



81,065Asia


20,204



20,048



68,705



57,421$
37,516


$
29,875


$
360,795


$
233,388  12




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Employees
    Item 1A.
    Risk
    Factors  Investing in our securities involves a high degree of risk.
    You should carefully consider the risks and uncertainties
    described below in addition to the other information included or
    incorporated by reference in this Annual Report on
    Form 10-K.
    If any of the following risks actually occur, our business,
    financial condition or results of operations would likely
    suffer. In that case, the trading price of our common stock
    could fall.
  Risks
    Related to Our Business
  Prior
    to the fiscal year ended July 3, 2010, we had a history of
    large operating losses and we may not be able to achieve
    profitability in the future.
    We may
    not be able to maintain current levels of gross
    margins.
    Our
    business and results of operations may be negatively impacted by
    general economic and financial market conditions and such
    conditions may increase the other risks that affect our
    business.
   13




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Our
    success will depend on our ability to anticipate and respond to
    evolving technologies and customer requirements.
    The
    market for optical components continues to be characterized by
    excess capacity and intense price competition which has had, and
    may have, a material adverse effect on our results of
    operations.
    We
    depend on a limited number of customers for a significant
    percentage of our revenues.
     14




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The
    majority of our long-term customer contracts do not commit
    customers to specified buying levels, and our customers may
    decrease, cancel or delay their buying levels at any time with
    little or no advance notice to us.
    We may
    make acquisitions that do not prove successful.
      
    unanticipated costs and liabilities and unforeseen accounting
    charges;
    delays and difficulties in delivery of products and services;
    failure to effectively integrate or separate management
    information systems, personnel, research and development,
    marketing, sales and support operations;
    loss of key employees;
    economic dilution to gross and operating profit and earnings
    (loss) per share;
    diversion of managements attention from other business
    concerns and disruption of our ongoing business;
    difficulty in maintaining controls and procedures;
    uncertainty on the part of our existing customers, or the
    customers of an acquired company, about our ability to operate
    effectively after a transaction, and the potential loss of such
    customers;
    damage to or loss of supply or partnership relationships;
    declines in the revenue of the combined company;
    failure to realize the potential financial or strategic benefits
    of the acquisition or divestiture; and
    failure to successfully further develop the combined, acquired
    or remaining technology, resulting in the impairment of amounts
    recorded as goodwill or other intangible assets. 15




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We may
    not achieve, and/or sustain, our strategic objectives,
    anticipated synergies and cost savings and other expected
    benefits of our merger with Avanex, our acquisition of the
    high-power laser diodes business of Newport or our acquisitions
    of Xtellus or Mintera.
      
    the inability to increase product sales;
    substantial demands on our management as a result of these
    transactions that may limit their time to attend to other
    operational, financial, business and strategic issues;
    difficulty in:  
    the integration of operational, financial and administrative
    functions and systems to permit effective management, and the
    lack of control if such integration is not implemented or
    delayed;
    demonstrating to our customers that the transactions will not
    result in adverse changes in client service standards or
    business focus and helping our customers conduct business easily
    with us;
    consolidating and rationalizing corporate information
    technology, engineering and administrative infrastructures;
    integrating product offerings;
    coordinating sales and marketing efforts to effectively
    communicate our capabilities;
    coordinating and integrating the manufacturing activities of our
    acquired businesses, including with respect to third-party
    manufacturers, and including executing a ramp of production
    capacity in South Korea and with our contract manufacturers to
    support the potential revenue demand for the WSS related
    products of Xtellus; and including managing the manufacturing
    activities of the laser diode business acquired from Newport
    while these activities are being transferred from Tucson,
    Arizona to Europe and Asia;
    coordinating and integrating supply chains;
    coordinating and rationalizing research and development
    activities to enhance introduction of new products and
    technologies with reduced cost;
    preserving important relationships of our acquired businesses
    and resolving potential conflicts between business cultures;
    coordinating the international activities of our acquired
    businesses;
    unexpected liabilities associated with our acquired businesses
    or unanticipated costs related to the integrations;
    the effect of tax laws due to increasing complexities of our
    global operating structure; and
    employment law or regulations or other limitations in foreign
    jurisdictions that could have an impact on timing, amounts or
    costs of achieving expected synergies.   16




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Sales
    of our products could decline if customer and/or supplier
    relationships are disrupted by our recent merger and acquisition
    activities.
  and/or
  and/or
    As a
    result of the recent business combinations, we have become a
    larger and more geographically diverse organization, and if our
    management is unable to manage the combined organization
    efficiently, our operating results will suffer.
    We may
    not successfully transfer the wafer production from the Tucson,
    Arizona manufacturing operations we acquired from Newport to our
    European fabrication facilities and realize the anticipated
    benefits of the acquisition.
    
    transferring operations is placing substantial demands on our
    management that may limit their time to attend to other
    operational, financial and strategic issues;
    it may take longer than anticipated to complete the transfer of
    wafer manufacturing operations from Tucson, Arizona to our
    European fabs, the results may not deliver desired yields and
    costs savings, any delay may cause us not to achieve expected
    synergies from leveraging our existing global manufacturing
    infrastructure, 17




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and our ability to grow related revenues could be limited by the
    levels of inventory built to sustain customer demand during the
    period of transfer;  
    the costs of transferring manufacturing operations from Tucson,
    Arizona to our European fabs may exceed our current estimates;
    delays in qualifying production of the laser diodes in our
    European fabs could cause disruption to our customers and have
    an adverse impact on our operating results;
    we may experience difficulty in the integration of operational,
    financial and administrative functions and systems to permit
    effective management, and may experience a lack of control if
    such integration is not implemented or delayed; and
    employment law or regulations or other limitations in foreign
    jurisdictions could have an impact on timing, amounts or costs
    of achieving expected synergies.  Our
    products are complex and may take longer to develop than
    anticipated and we may not recognize revenues from new products
    until after long field testing and customer acceptance
    periods.
    As a
    result of our global operations, our business is subject to
    currency fluctuations that have adversely affected our results
    of operations in recent quarters and may continue to do so in
    the future.
    and/or
   18




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We
    have significant manufacturing operations in China, which
    exposes us to risks inherent in doing business in
    China.
  chip-on-carrier
  
    qualify our manufacturing lines and the products we produce in
    Shenzhen, as required by our customers;
    attract and retain qualified personnel to operate our Shenzhen
    facility; and
    attract and retain research and development employees at our
    Shenzhen and Shanghai facilities.            We
    depend on a limited number of suppliers who could disrupt our
    business if they stopped, decreased, delayed or were unable to
    meet our demand for shipments of their products.
   19




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Fluctuations
    in our operating results could adversely affect the market price
    of our common stock.
      The
    investment of our cash balances and our investments in
    marketable debt securities are subject to risks which may cause
    losses and affect the liquidity of these
    investments.
     20




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We may
    record additional impairment charges that will adversely impact
    our results of operations.
      We may
    incur additional significant restructuring charges that will
    adversely affect our results of operations.
      Our
    results of operations may suffer if we do not effectively manage
    our inventory, and we may incur inventory-related
    charges.
    Oclaro
    Technology Ltd. may not be able to utilize tax losses and other
    tax attributes against the receivables that arise as a result of
    its transaction with Deutsche Bank, or in the event there are
    any restrictions on its ability to utilize tax losses against
    future income from operations.
   21




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If our
    customers do not qualify our manufacturing lines or the
    manufacturing lines of our subcontractors for volume shipments,
    our operating results could suffer.
    Delays,
    disruptions or quality control problems in manufacturing could
    result in delays in product shipments to customers and could
    adversely affect our business.
    We may
    experience low manufacturing yields.
   22




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Our
    intellectual property rights may not be adequately
    protected.
    chip-on-carrier
  Our
    products may infringe the intellectual property rights of others
    which could result in expensive litigation or require us to
    obtain a license to use the technology from third parties, or we
    may be prohibited from selling certain products in the
    future.
    Bookham, Inc. v. JDS
    Uniphase Corp. and Agility Communications, Inc. No. 5:08-CV-01275-RMW,
  QinetiQ Limited v. Oclaro, Inc No. 1:09-cv-00372,
 23




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patents-in-suit No. 4:10-cv-00080-SBA
    If we
    fail to obtain the right to use the intellectual property rights
    of others necessary to operate our business, our ability to
    succeed will be adversely affected.
    The
    inability to obtain government licenses and approvals for
    desired international trading activities or technology transfers
    may prevent the profitable operation of our
    business.
   24




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The
    markets in which we operate are highly competitive, which could
    result in lost sales and lower revenues.
      
    develop or respond to new technologies or technical standards;
    react to changing customer requirements and expectations;
    devote needed resources to the development, production,
    promotion and sale of products; and
    deliver competitive products at lower prices.    and/or
  We
    generate a significant portion of our revenues internationally
    and therefore are subject to additional risks associated with
    the extent of our international operations.
    
    currency fluctuations, which could result in increased operating
    expenses and reduced revenues;
    greater difficulty in accounts receivable collection and longer
    collection periods;
    difficulty in enforcing or adequately protecting our
    intellectual property;
    ability to hire qualified candidates;
    foreign taxes;
    political, legal and economic instability in foreign
    markets; and
    foreign regulations.   25




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##### Table of Contents



We may
    face product liability claims.
    If we
    fail to attract and retain key personnel, our business could
    suffer.
        We may
    not be able to raise capital when desired on favorable terms, or
    at all, or without dilution to our stockholders.
     26




---



##### Table of Contents



Risks
    Related to Regulatory Compliance and Litigation
  Our
    business involves the use of hazardous materials, and we are
    subject to environmental and import/export laws and regulations
    that may expose us to liability and increase our
    costs.
      Avanex
    previously experienced material weaknesses in its internal
    controls over financial reporting. We have also acquired private
    companies which had no previous reporting obligations under
    Sarbanes-Oxley. A lack of effective internal control over our
    financial reporting could result in an inability to report our
    financial results accurately, which could lead to a loss of
    investor confidence in our financial reports and have an adverse
    effect on our stock price.
      Litigation
    may substantially increase our costs and harm our
    business.
  In re New Focus, Inc.
    Initial Public Offering Securities Litigation
 27




---



##### Table of Contents



In re
    Initial Public Offering Securities Litigation
      QinetiQ Limited v. Oclaro, Inc No. 1:09-cv-00372, patents-in-suit No. 4:10-cv-00080-SBA
  Our products may infringe the intellectual
    property rights of others which could result in expensive
    litigation or require us to obtain a license to use the
    technology from third parties, or we may be prohibited from
    selling certain products in the future
 28




---



##### Table of Contents



Risks
    Related to Our Common Stock
  A
    variety of factors could cause the trading price of our common
    stock to be volatile or to decline and we may incur significant
    costs from class action litigation due to our expected stock
    volatility.
    
    fluctuations in our results of operations;
    changes in our business, operations or prospects;
    hiring or departure of key personnel;
    new contractual relationships with key suppliers or customers by
    us or our competitors;
    proposed acquisitions by us or our competitors;
    financial results that fail to meet public market analysts
    expectations and changes in stock market analysts
    recommendations regarding us, other optical technology companies
    or the telecommunication industry in general;
    future sales of common stock, or securities convertible into or
    exercisable for common stock;
    adverse judgments or settlements obligating us to pay damages;
    future issuances of common stock in connection with acquisitions
    or other transactions;
    acts of war, terrorism, or natural disasters;
    industry, domestic and international market and economic
    conditions, including the global macroeconomic downturn over the
    last two years;
    low trading volume in our stock;
    developments relating to patents or property rights; and
    government regulatory changes.  and/or
   29




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##### Table of Contents



Because
    we do not intend to pay dividends, stockholders will benefit
    from an investment in our common stock only if it appreciates in
    value.
    We can
    issue shares of preferred stock that may adversely affect your
    rights as a stockholder of our common stock.
    
    adversely affect the voting power of the holders of our common
    stock;
    make it more difficult for a third-party to gain control of us;
    discourage bids for our common stock at a premium;
    limit or eliminate any payments that the holders of our common
    stock could expect to receive upon our liquidation; or
    otherwise adversely affect the market price of our common stock.    Delaware
    law and our charter documents contain provisions that could
    discourage or prevent a potential takeover, even if such a
    transaction would be beneficial to our
    stockholders.
    
    authorizing the board of directors to issue shares of preferred
    stock;
    prohibiting cumulative voting in the election of directors;
    limiting the persons who may call special meetings of
    stockholders;
    prohibiting stockholder actions by written consent; 30




---



##### Table of Contents




    creating a classified board of directors pursuant to which our
    directors are elected for staggered three-year terms;
    permitting the board of directors to increase the size of the
    board and to fill vacancies;
    requiring a super-majority vote of our stockholders to amend our
    bylaws and certain provisions of our certificate of
    incorporation; and
    establishing advance notice requirements for nominations for
    election to the board of directors or for proposing matters that
    can be acted on by stockholders at stockholder meetings.      Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Square






LeaseLocation

Feet


Principal Use

Ownership

ExpirationSan Jose, California


52,000


Corporate headquarters, office space, manufacturing, research
    and development

Lease

March 2011Shenzhen, China


247,000


Office space, manufacturing, research and development

Own

Not ApplicableCaswell, United Kingdom


183,000


Office space, manufacturing, research and development

Lease

March 2026Zurich, Switzerland


124,000


Manufacturing, research and development

Lease

June 2012San Donato, Italy


66,000


Office space, manufacturing, research and development

Lease

June 2011Santa Rosa, California


33,000


Office space, manufacturing, research and development

Lease

December 2011   and/or
     31




---



##### Table of Contents



Item 3.
    Legal
    Proceedings  In re
    New Focus, Inc. Initial Public Offering Securities
    Litigation
  In re
    Initial Public Offering Securities Litigation
     32




---



##### Table of Contents



QinetiQ Limited v. Oclaro, Inc No. 1:09-cv-00372, patents-in-suit No. 4:10-cv-00080-SBA
 PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information and Holders
  1-for-5
  Price Per Share of Common StockHigh

LowFiscal 2009 quarter ended:September 27, 2008

$
10.45


$
5.25December 27, 2008


6.40



1.50March 28, 2009


2.90



1.05June 27, 2009


6.50



1.95Fiscal 2010 quarter ended:September 26, 2009

$
6.20


$
2.70January 2, 2010


7.65



5.10April 3, 2010


14.50



7.25July 3, 2010


15.99



10.15     Dividends
   33




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##### Table of Contents



Comparison
    of Stockholder Return
    Comparison
    of Five-Year Cumulative Total Return*
    Among Oclaro, Inc., the NASDAQ Composite Index
    and the NASDAQ Telecommunications Index
  
  July 2,

July 1,

June 30,

June 28,

June 27,

July 3,2005

2006

2007

2008

2009

2010Oclaro, Inc.

$
100.00


$
107.01


$
71.66


$
54.78


$
16.88


$
68.79NASDAQ Composite Index

$
100.00


$
107.08


$
130.99


$
114.02


$
90.79


$
105.54NASDAQ Telecommunications Index

$
100.00


$
104.77


$
148.09


$
129.55


$
101.24


$
105.45     *
    
    Assumes that $100.00 was invested in Oclaro common stock and in
    each index at market closing prices on July 2, 2005, and
    that all dividends were reinvested. No cash dividends have been
    declared on our common stock. Stockholder returns over the
    indicated period should not be considered indicative of future
    stockholder returns.  Item 6.
    Selected
    Financial Data  Form 10-K.
  Form 10-K.
 34




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##### Table of Contents



Form 10-K, 1-for-5
  Consolidated
    Statements of Operations Data
  Year EndedJuly 3,

June 27,

June 28,

June 30,

July 1,2010

2009

2008

2007

2006(Thousands, except per share data)Revenues

$
392,545


$
210,923


$
202,663


$
171,183


$
206,037Operating income (loss)


4,834



(34,811
)


(29,894
)


(79,871
)


(69,605
)Income (loss) from continuing operations


10,961



(25,769
)


(23,261
)


(82,450
)


(80,018
)Income (loss) from discontinued operations


1,420



(6,387
)


(179
)


275



(7,479
)Net income (loss)


12,381



(32,156
)


(23,440
)


(82,175
)


(87,497
)Income (loss) from continuing operations per common share:Basic

$
0.27


$
(1.12
)

$
(1.25
)

$
(5.86
)

$
(8.57
)Diluted

$
0.26


$
(1.12
)

$
(1.25
)

$
(5.86
)

$
(8.57
)Weighted average shares of common stock outstanding:Basic


40,322



22,969



18,620



14,067



9,336Diluted


42,262



22,969



18,620



14,067



9,336   Consolidated
    Balance Sheet Data
  July 3,

June 27,

June 28,

June 30,

July 1,2010

2009

2008

2007

2006(Thousands)Total assets

$
360,795


$
233,388


$
212,090


$
204,526


$
236,797Total stockholders equity


252,534



140,390



149,062



120,967



135,141Long-term obligations


9,785



4,923



1,336



1,908



5,337     Goodwill and Other Intangible Assets Form 10-K.
  Business
    Combinations Form 10-K.
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K, Form 10-K Form 10-K, Business and Summary of Significant
    Accounting Policies
 35




---



##### Table of Contents



Form 10-K.
  Overview
    Results
    of Operations
  Property, Plant and Equipment
  Fiscal
    Years Ended July 3, 2010 and June 27,
    2009
  year-over-year
  Year Ended





IncreaseJuly 3, 2010


June 27, 2009


Change


(Decrease)(Thousands)


%


(Thousands)


%


(Thousands)


%Revenues

$
392,545



100.0


$
210,923



100.0


$
181,622



86.1Cost of revenues


283,751



72.3



164,425



78.0



119,326



72.6Gross profit


108,794



27.7



46,498



22.0



62,296



134.0Operating expenses:Research and development


41,496



10.6



26,147



12.4



15,349



58.7Selling, general and administrative


56,378



14.4



34,899



16.6



21,479



61.5Amortization of intangible assets


951



0.2



487



0.2



464



95.3Restructuring, merger and related costs


5,468



1.4



6,826



3.2



(1,358
)


(19.9
)Legal settlements










3,829



1.8



(3,829
)


n/m
(1)Impairment of goodwill and other intangible assets










9,133



4.3



(9,133
)


n/m
(1)Gain on sale of property and equipment


(333
)


(0.1
)


(12
)






(321
)


2,675.0Total operating expenses


103,960



26.5



81,309



38.5



22,651



27.9 36




---



##### Table of Contents



Year Ended





IncreaseJuly 3, 2010


June 27, 2009


Change


(Decrease)(Thousands)


%


(Thousands)


%


(Thousands)


%Operating income (loss)


4,834



1.2



(34,811
)


(16.5
)


39,645



n/m
(1)Other income (expense):Interest income


36







575



0.3



(539
)


(93.7
)Interest expense


(367
)


(0.1
)


(543
)


(0.3
)


176



(32.4
)Gain on foreign currency translation


2,494



0.6



11,094



5.3



(8,600
)


(77.5
)Other income (expense)


4,892



1.3



(685
)


(0.3
)


5,577



n/m
(1)Total other income (expense)


7,055



1.8



10,441



5.0



(3,386
)


(32.4
)Income (loss) from continuing operations before income taxes


11,889



3.0



(24,370
)


(11.5
)


36,259



n/m
(1)Income tax provision


928



0.2



1,399



0.7



(471
)


(33.7
)Income (loss) from continuing operations


10,961



2.8



(25,769
)


(12.2
)


36,730



n/m
(1)Income (loss) from discontinued operations, net of tax


1,420



0.4



(6,387
)


(3.0
)


7,807



n/m
(1)Net income (loss)

$
12,381



3.2


$
(32,156
)


(15.2
)

$
44,537



n/m
(1)     (1)
    
    Not meaningful  Revenues.
    Cost of Revenues.
   37




---



##### Table of Contents



Gross Profit.
    Research and Development Expenses.
      Selling, General and Administrative
    Expenses.
    Amortization of Intangible
    Assets.
 38




---



##### Table of Contents



Restructuring, Merger and Related Costs.
    Legal Settlement.
  Impairment of Goodwill and Other Intangible
    Assets. ,
  Gain on Sale of Property and Equipment.
  Other Income (Expense).
  Income Tax Provision (Benefit).
    Income (Loss) From Discontinued
    Operations.
 39




---



##### Table of Contents



Business Combinations Form 10-K.
  Fiscal
    Years Ended June 27, 2009 and June 28,
    2008
  year-over-year
  Year Ended





IncreaseJune 27, 2009


June 28, 2008


Change


(Decrease)(Thousands)


%


(Thousands)


%


(Thousands)


%Revenues

$
210,923



100.0


$
202,663



100.0


$
8,260



4.1Cost of revenues


164,425



78.0



161,902



79.9



2,523



1.6Gross profit


46,498



22.0



40,761



20.1



5,737



14.1Operating expenses:Research and development


26,147



12.4



28,608



14.1



(2,461
)


(8.6
)Selling, general and administrative


34,899



16.6



40,948



20.2



(6,049
)


(14.8
)Amortization of intangible assets


487



0.2



3,510



1.8



(3,023
)


(86.1
)Restructuring, merger and related costs


6,826



3.2



3,033



1.5



3,793



125.1Legal settlements


3,829



1.8



(2,882
)


(1.4
)


6,711



n/m
(1)Impairment of goodwill and other intangible assets


9,133



4.3











9,133



n/m
(1)Gain on sale of property and equipment


(12
)






(2,562
)


(1.3
)


2,550



(99.5
)Total operating expenses


81,309



38.5



70,655



34.9



10,654



15.1Operating loss


(34,811
)


(16.5
)


(29,894
)


(14.8
)


(4,917
)


16.4Other income (expense):Interest income


575



0.3



1,261



0.6



(686
)


(54.4
)Interest expense


(543
)


(0.3
)


(682
)


(0.3
)


139



(20.4
)Gain on foreign currency translation


11,094



5.3



6,059



3.0



5,035



83.1Other income (expense)


(685
)


(0.3
)










(685
)


n/m
(1)Total other income (expense)


10,441



5.0



6,638



3.3



3,803



57.3Loss from continuing operations before income taxes


(24,370
)


(11.5
)


(23,256
)


(11.5
)


(1,114
)


4.8Income tax provision


1,399



0.7



5







1,394



n/m
(1)Loss from continuing operations


(25,769
)


(12.2
)


(23,261
)


(11.5
)


(2,508
)


10.8Loss from discontinued operations, net of tax


(6,387
)


(3.0
)


(179
)


(0.1
)


(6,208
)


3,468.2Net loss

$
(32,156
)


(15.2
)

$
(23,440
)


(11.6
)

$
(8,716
)


37.2     (1)
    
    Not meaningful  Revenues.
 40




---



##### Table of Contents



Cost of Revenues. Restructuring Liabilities Form 10-K,
  Gross Profit.
  Research and Development Expenses.
  Selling, General and Administrative
    Expenses.
  Amortization of Intangible Assets. Intangibles  Goodwill and
    Other
  Restructuring and Severance Charges.
 41




---



##### Table of Contents



and/or
      Legal Settlements.
    Impairment of Goodwill and Other Intangible
    Assets. ,
  Gain on Sale of Property and Equipment.
  Other Income (Expense). re-measurement
     42




---



##### Table of Contents



Income Tax Provision.
  Discontinued
    Operations
  year-over-year
  Year Ended


Year EndedJuly 3,


June 27,





June 27,


June 28,2010


2009


Change


2009


2008


Change(Thousands)


(Thousands)Revenues

$



$
24,829


$
(24,829
)

$
24,829


$
32,828


$
(7,999
)Cost of revenues






17,113



(17,113
)


17,113



20,616



(3,503
)Gross profit






7,716



(7,716
)


7,716



12,212



(4,496
)Gross margin rate


0.0
%


31.1
%






31.1
%


37.2
%Operating expenses






14,106



(14,106
)


14,106



12,585



1,521Other income (expense), net


1,420



53



1,367



53



194



(141
)Income (loss) from discontinued operations before income taxes


1,420



(6,337
)


7,757



(6,337
)


(179
)


(6,158
)Income tax provision






50



(50
)


50







50Net income (loss) from discontinued operations

$
1,420


$
(6,387
)

$
7,807


$
(6,387
)

$
(179
)

$
(6,208
)   Revenues.
  Cost of Revenues.
  Gross Profit.
  Operating Expenses.
  Other income (expense), net. Business Combinations Form 10-K.
  Income Tax Provision.
 43




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##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    flows from Operating Activities
        Cash
    flows from Investing Activities
  available-for-sale
  available-for-sale available-for-sale
  available-for-sale available-for-sale
 44




---



##### Table of Contents



Cash
    Flows from Financing Activities
              Effect
    of Exchange Rates on Cash and Cash Equivalents for the Years
    Ended July 3, 2010, June 27, 2009 and June 28,
    2008
       45




---



##### Table of Contents



Credit
    Facility
      90-day
       46




---



##### Table of Contents



Future
    Cash Requirements
  and/or
  and/or
  Risk
    Management  Foreign Currency Risk
   47




---



##### Table of Contents



Contractual
    Obligations
    Operating


Sublease


Purchase


Long-TermLeases


Income


Obligations


Obligations(Thousands)Fiscal Year:2011

$
7,549


$
(160
)

$
74,218


$
1402012


4,437



(9
)


1,997



1402013


2,525



(6
)






132014


2,398



(6
)






2015


2,299



(2
)






Thereafter


24,990











$
44,198


$
(183
)

$
76,215


$
293     Off-Balance
    Sheet Arrangements
        Recent
    Significant Events
  1-for-5
   48




---



##### Table of Contents



sub-systems and/or sub-systems
  Recent
    Accounting Pronouncements
  Business and Summary of Significant
    Accounting Policies
  Application
    of Critical Accounting Policies and Estimates
  Form 10-K,
    
    the nature of the estimate or assumption is material due to the
    level of subjectivity and judgment necessary to account for
    highly uncertain matters or the susceptibility of such matters
    to change; and
    the impact of such estimates and assumptions on our financial
    condition or operating performance is material.  Business and Summary of Significant Accounting
    Policies Form 10-K.
  Revenue
    Recognition and Sales Returns
  Revenue Recognition
 49




---



##### Table of Contents



Inventory
    Valuation
    Business
    Combinations
  Business
    Combinations
     50




---



##### Table of Contents



Business Combinations
  
    Under ASC Topic 805, the purchase price is equivalent to the
    fair value of consideration transferred on the date of the
    business combination. Previously, the value of equity-based
    consideration transferred was determined based on the fair value
    at the time of announcement of the business combination.
    Tangible and identifiable intangible assets acquired and
    liabilities assumed as of the acquisition date are recorded at
    the acquisition date fair value. Such valuations require
    management to make significant estimates and assumptions,
    especially with respect to the identifiable intangible assets.
    Goodwill is recognized for any excess of purchase price over the
    net fair value of assets acquired and liabilities assumed. A
    bargain purchase gain results if the fair value of the purchase
    price is less than the net fair value of the assets acquired and
    liabilities assumed. We recorded a $5.3 million bargain
    purchase gain related to our acquisition of Newports
    high-power laser diodes business during fiscal year 2010.        
    the direct transaction costs associated with a business
    combination are expensed as incurred (previously, direct
    transaction costs were included as part of the purchase price);
    the costs to exit or restructure certain activities of an
    acquired company are accounted for separately from the business
    combination (previously, restructuring and exit costs directly
    resulting from the business combination were included as a part
    of the assumed obligations in deriving the purchase price
    allocation); and
    the fair value of in-process research and development is
    recorded as an indefinite-lived intangible asset until the
    underlying project is completed, at which time the intangible
    asset is amortized over its estimated useful life, or abandoned,
    at which time the intangible asset is expensed (previously,
    in-process research and development was expensed as of the
    acquisition date).  Impairment
    of Goodwill and Other Intangible Assets
   51




---



##### Table of Contents



Property, Plant and
    Equipment
    Accounting
    for Share-Based Payments
  Compensation  Stock
    Compensation
 52




---



##### Table of Contents



Stock-based Compensation Form 10-K
  Income
    Taxes
  Income Taxes
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    rates
      Foreign
    currency
     53




---



##### Table of Contents



Hedging
    Program
    Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K.
  Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  (a)
    Evaluation
    of Disclosure Controls and Procedures  Rules 13a-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f)
  (b)
    Managements
    Report on Internal Control Over Financial Reporting  Rule 13a-15(f).
 54




---



##### Table of Contents



Form 10-K.
    (c)
    Changes
    in Internal Control over Financial Reporting    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Non-Director
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   55




---



##### Table of Contents



Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  Form 10-K:
    page F-1 10-K.
    Form 10-K.
    Form 10-K,
 56




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##### Table of Contents



SIGNATURES    OCLARO, INC.
   September 1, 2010

By: /s/  Alain
    CouderAlain
    Couder
    Chief Executive Officer, President and Director     Signature

Title

Date/s/  Alain
    CouderAlain
    Couder

Chief Executive Officer,
    President and Director
    (Principal Executive Officer)

September 1, 2010/s/  Jerry
    TurinJerry
    Turin

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 1, 2010/s/  Bernard
    J. CouillaudBernard
    J. Couillaud

Chairman of the Board and Director

September 1, 2010/s/  Giovanni
    BarbarossaGiovanni
    Barbarossa

Director

September 1, 2010/s/  Edward
    B. CollinsEdward
    B. Collins

Director

September 1, 2010/s/  Greg
    DoughertyGreg
    Dougherty

Director

September 1, 2010/s/  Lori
    HollandLori
    Holland

Director

September 1, 2010/s/  Joel
    Smith IIIJoel
    Smith III

Director

September 1, 2010  57




---



##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReports of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets


F-4Consolidated Statements of Operations


F-5Consolidated Statements of Cash Flows


F-6Consolidated Statements of Stockholders
    Equity and Comprehensive Income (Loss)


F-7Notes to Consolidated Financial Statements


F-8  F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             GRANT
    THORNTON LLP
    F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 GRANT
    THORNTON LLP
    F-3




---



##### Table of Contents



OCLARO,
    INC.
 CONSOLIDATED
    BALANCE SHEETS  July 3, 2010


June 27, 2009(Thousands, except par value)ASSETSCurrent assets:Cash and cash equivalents

$
107,176


$
44,561Short-term investments






9,259Restricted cash


4,458



4,208Accounts receivable, net of allowances for doubtful accounts and
    sales returns of $2,046 and $645 in 2010 and $623 and $277 in
    2009


93,412



58,483Inventories


62,570



59,527Prepaid expenses and other current assets


14,905



11,834Assets held for sale






10,442Total current assets


282,521



198,314Property and equipment, net


37,516



29,875Other intangible assets, net


10,610



1,951Goodwill


20,000



Other non-current assets


10,148



3,248Total assets

$
360,795


$
233,388LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
50,103


$
31,943Accrued expenses and other liabilities


35,404



39,016Liabilities held for sale






2,028Total current liabilities


85,507



72,987Deferred gain on sale-leaseback


12,969



15,088Other non-current liabilities


9,785



4,923Total liabilities


108,261



92,998Commitments and contingencies (Note 8)Stockholders equity:Preferred stock: 1,000 shares authorized; none issued and
    outstanding






Common stock: $0.01 par value per share; 90,000 shares
    authorized; 49,396 and 37,233 shares issued and outstanding
    at July 3, 2010 and June 27, 2009, respectively


494



372Additional paid-in capital


1,304,779



1,200,848Accumulated other comprehensive income


26,907



30,905Accumulated deficit


(1,079,646
)


(1,091,735
)Total stockholders equity


252,534



140,390Total liabilities and stockholders equity

$
360,795


$
233,388    F-4




---



##### Table of Contents



OCLARO,
    INC.
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year EndedJuly 3, 2010


June 27, 2009


June 28, 2008(Thousands, except per share amounts)Revenues

$
392,545


$
210,923


$
202,663Cost of revenues


283,751



164,425



161,902Gross profit


108,794



46,498



40,761Operating expenses:Research and development


41,496



26,147



28,608Selling, general and administrative


56,378



34,899



40,948Amortization of intangible assets


951



487



3,510Restructuring, merger and related costs


5,468



6,826



3,033Legal settlements






3,829



(2,882
)Impairment of goodwill and other intangible assets






9,133



Gain on sale of property and equipment


(333
)


(12
)


(2,562
)Total operating expenses


103,960



81,309



70,655Operating income (loss)


4,834



(34,811
)


(29,894
)Other income (expense):Interest income


36



575



1,261Interest expense


(367
)


(543
)


(682
)Gain on foreign currency translation


2,494



11,094



6,059Other income (expense)


4,892



(685
)


Total other income (expense)


7,055



10,441



6,638Income (loss) from continuing operations before income taxes


11,889



(24,370
)


(23,256
)Income tax provision


928



1,399



5Income (loss) from continuing operations


10,961



(25,769
)


(23,261
)Income (loss) from discontinued operations, net of tax


1,420



(6,387
)


(179
)Net income (loss)

$
12,381


$
(32,156
)

$
(23,440
)Basic net income (loss) per share:Income (loss) from continuing operations

$
0.27


$
(1.12
)

$
(1.25
)Income (loss) from discontinued operations


0.04



(0.28
)


(0.01
)Net income (loss) per share

$
0.31


$
(1.40
)

$
(1.26
)Diluted net income (loss) per share:Income (loss) from continuing operations

$
0.26


$
(1.12
)

$
(1.25
)Income (loss) from discontinued operations


0.03



(0.28
)


(0.01
)Net income (loss) per share

$
0.29


$
(1.40
)

$
(1.26
)Shares used in computing net income (loss) per share:Basic


40,322



22,969



18,620Diluted


42,262



22,969



18,620    F-5




---



##### Table of Contents



OCLARO,
    INC.
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Year EndedJuly 3, 2010


June 27, 2009


June 28, 2008(Thousands)Cash flows from operating activities:Net income (loss)

$
12,381


$
(32,156
)

$
(23,440
)Adjustments to reconcile net income (loss) to net cash used in
    operating activities:Accretion on short-term investments


22



(100
)


(145
)Amortization of deferred gain on sale-leaseback


(863
)


(938
)


(1,384
)Depreciation and amortization


11,811



12,491



16,869Change in fair value of value protection guarantee


(946
)






Gain on sale of property and equipment


(333
)


(8
)


(2,562
)Gain on bargain purchase


(5,267
)






Gain on sale of New Focus business


(1,420
)






Impairment of goodwill and other intangible assets






11,915



Impairment (recovery) of short-term investments


(28
)


706



Stock-based compensation expense


4,432



4,436



8,812Changes in operating assets and liabilities:Accounts receivable, net


(34,914
)


(821
)


(11,930
)Inventories


3,339



6,859



(2,426
)Prepaid expenses and other current assets


(2,400
)


533



4,056Other non-current assets


1,062



204



22Accounts payable


15,415



(5,573
)


(1,211
)Accrued expenses and other liabilities


(7,560
)


(677
)


(2,811
)Net cash used in operating activities


(5,269
)


(3,129
)


(16,150
)Cash flows from investing activities:Purchases of property and equipment


(12,114
)


(9,231
)


(9,135
)Proceeds from sales of property and equipment


885



32



2,972Purchases of
    available-for-sale
    investments






(6,945
)


(22,699
)Sales and maturities of
    available-for-sale
    investments


9,258



29,200



5,000Transfer (to) from restricted cash


(256
)


(3,109
)


5,026Purchase of intangibles and equipment from an asset purchase


(250
)






Purchase of investment in a privately held company


(7,500
)






Cash acquired from business combinations


3,277



11,482



Net cash provided by (used in) investing activities


(6,700
)


21,429



(18,836
)Cash flows from financing activities:Proceeds from issuance of common stock, net


77,390



4



40,785Proceeds from borrowings under credit line


2,500







2,501Repayment of borrowings under credit line and other loans


(2,552
)


(62
)


(6,359
)Net cash provided by (used in) financing activities


77,338



(58
)


36,927Effect of exchange rate on cash and cash equivalents


(2,754
)


(6,544
)


(5,709
)Net increase (decrease) in cash and cash equivalents


62,615



11,698



(3,768
)Cash and cash equivalents at beginning of period


44,561



32,863



36,631Cash and cash equivalents at end of period

$
107,176


$
44,561


$
32,863Supplemental disclosures of cash flow information:Cash paid for interest

$
244


$
220


$
244Cash paid for income taxes

$
184


$
177


$
52Supplemental disclosures of non-cash transactions:Issuance of common stock, stock options, restricted stock and
    warrants in merger with Avanex

$



$
32,347


$
Issuance of common stock and incurrence of escrow liability and
    value protection liability for the acquisition of Xtellus

$
29,441


$



$
    F-6




---



##### Table of Contents



OCLARO,
    INC.
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY AND
    COMPREHENSIVE INCOME (LOSS)  AccumulatedAdditional


Other





Comprehensive


TotalCommon Stock


Paid-In


Comprehensive


Accumulated


Income


StockholdersShares


Amount


Capital


Income


Deficit


(Loss)


Equity(Thousands)Balance at June 30, 2007


16,655


$
166


$
1,115,057


$
42,444


$
(1,036,700
)





$
120,967Issuance of shares related to share awards and restricted stock
    units


293



3



(3
)














Buy-back of accelerated stock options issued to former officer
    of the Company










(2
)














(2
)Adjustment to prior years taxes payable to reflect effect of
    adoption of FIN 48


















561







561Common stock issued in public offering


3,200



32



40,754















40,786Stock-based compensation expense










8,598















8,598Comprehensive loss:Unrealized loss on hedging transactions














(34
)






(34
)


(34
)Currency translation adjustment














1,615







1,615



1,615Other comprehensive income














11







11



11Net loss for the period


















(23,440
)


(23,440
)


(23,440
)Total comprehensive loss





















$
(21,848
)Balance at June 28, 2008


20,148


$
201


$
1,164,404


$
44,036


$
(1,059,579
)





$
149,062Issuance of shares related to share awards and restricted stock
    units


52



1



(1
)














Issuance of shares upon the exercise of common stock options


3







4















4Common stock issued in connection with the acquisition of Avanex


17,030



170



32,177















32,347Stock-based compensation expense










4,264















4,264Comprehensive loss:Unrealized loss on hedging transactions














(631
)






(631
)


(631
)Currency translation adjustment














(12,496
)






(12,496
)


(12,496
)Other comprehensive loss














(4
)






(4
)


(4
)Net loss for the period


















(32,156
)


(32,156
)


(32,156
)Total comprehensive loss





















$
(45,287
)Balance at June 27, 2009


37,233


$
372


$
1,200,848


$
30,905


$
(1,091,735
)





$
140,390Adjustment to prior years retained earnings to reflect effect of
    adoption of ASC 805


















(292
)






(292
)$
(1,092,027
)Issuance of shares related to share awards and restricted stock
    units


500



5



(53
)














(48
)Issuance of shares upon the exercise of common stock options


71



1



268















269Common stock issued in connection with acquisitions


3,698



37



22,209















22,246Common stock placed in escrow for the acquisition of Xtellus


994



10



(10
)














Common stock issued in public offering


6,900



69



77,005















77,074Stock-based compensation expense










4,512















4,512Comprehensive income:Unrealized gain on hedging transactions














594







594



594Currency translation adjustment














(3,432
)






(3,432
)


(3,432
)Adoption of ASC 715, net of tax benefits














(1,153
)






(1,153
)


(1,153
)Other comprehensive loss














(7
)






(7
)


(7
)Net income for the period


















12,381



12,381



12,381Total comprehensive income






















8,383Balance at July 3, 2010


49,396


$
494


$
1,304,779


$
26,907


$
(1,079,646
)





$
252,534    F-7




---



##### Table of Contents



OCLARO,
    INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  Note 1.
    Business
    and Summary of Significant Accounting Policies  Business
        Basis
    of Presentation
    1-for-5
  Generally Accepted Accounting Principles FASB Accounting Standards Codification
 F-8




---



##### Table of Contents



Form 10-K
  Use of
    Estimates
    Fiscal
    Years
    Reclassifications
    Business Combinations
  Cash,
    Cash Equivalents and Short-Term Investments
    available-for-sale
 F-9




---



##### Table of Contents



July 3,


June 27,2010


2009(Thousands)Cash and cash equivalents:Cash-in-bank

$
23,962


$
24,162Money market funds


83,214



20,399$
107,176


$
44,561Short-term investments:United States agency securities

$



$
6,669United States corporate bonds






2,590$



$
9,259     Concentration
    of Credit Risks
      Allowance
    for Doubtful Accounts and Sales Return Allowance
      Inventories
  work-in-process
 F-10




---



##### Table of Contents



July 3,


June 27,2010


2009(Thousands)Inventories:Raw materials

$
17,732


$
16,560Work-in-process


32,491



29,825Finished goods


12,347



13,142$
62,570


$
59,527   Property
    and Equipment
      July 3,


June 27,2010


2009(Thousands)Property and equipment, net:Buildings

$
16,104


$
16,696Plant and machinery


97,186



80,881Fixtures, fittings and equipment


1,142



1,085Computer equipment


12,232



12,936126,664



111,598Less: accumulated depreciation


(89,148
)


(81,723
)$
37,516


$
29,875     Goodwill
    and Other Intangible Assets
     F-11




---



##### Table of Contents



Non-Marketable
    Cost Method Investments
    and/or
  Derivative
    Financial Instruments
    Derivatives and Hedging
  marks-to-market
 F-12




---



##### Table of Contents



Accrued
    Expenses and Other Liabilities
    July 3,


June 27,2010


2009(Thousands)Accrued expenses and other liabilities:Trade payables

$
4,464


$
3,826Compensation and benefits related accruals


8,688



8,024Warranty accrual


2,437



2,228Current portion of restructuring accrual


4,338



9,485Unrealized loss on currency instruments designated as hedges






545Other accruals


15,477



14,908$
35,404


$
39,016   Warranty
    Revenue
    Recognition
  Revenue Recognition
         F-13




---



##### Table of Contents



Research,
    Development and Engineering Expenses
    Advertising
    Expenses
    Restructuring
    Expenses
  ,
    Exit or Disposal Cost Obligations.
  Impairment
    of Long-Lived Assets
        Stock-Based
    Compensation
  Compensation  Stock
    Compensation Accounting for
    Stock-based Compensation
  catch-up
 F-14




---



##### Table of Contents



Foreign
    Currency Transactions and Translation Gains and
    Losses
    Income
    Taxes
  Income Taxes
  Net
    Income (Loss) Per Share
    Recent
    Accounting Pronouncements
    No. 2010-17, Revenue Recognition  Milestone Method (Topic 605) Revenue Recognition 2010-17 2010-17 2010-17,
  No. 2010-06, Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value
    Measurements 2010-06
 F-15




---



##### Table of Contents



2009-14, Software (Topic 985), Certain Revenue Arrangements that
    Include Software Elements 2009-14 2009-14 2009-14 2009-14,
  2009-13, Revenue Recognition (Topic 605), Multiple-Deliverable Revenue
    Arrangements 2009-13 2009-13 2009-13 2009-13,
  Note 2.
    Fair
    Value  Fair Value Measurements and Disclosures,
  Level 1
  Level 2
  Level 3
     F-16




---



##### Table of Contents



Business Combinations
    Assets
    and Liabilities Measured at Fair Value on a Recurring
    Basis
    Fair Value Measurement at Reporting Date UsingQuoted Prices


Significantin Active


Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


Total(Thousands)Assets:Cash and cash equivalents(1):Money market funds

$
83,214


$



$



$
83,214Prepaid expenses and other current assets:Unrealized gain on currency instruments designated as hedges






49







49Other intangible assets, net










10,610



10,610Total assets measured at fair value

$
83,214


$
49


$
10,610


$
93,873Liabilities:Other long-term liabilities:Escrow liability for Xtellus acquisition






6,324







6,324Total liabilities measured at fair value

$



$
6,324


$



$
6,324     (1)
    
    Excludes $24.0 million in cash held in Company bank
    accounts at July 3, 2010.  Note 3.
    Business
    Combinations  Fiscal
    2009 Acquisitions
   F-17




---



##### Table of Contents



Fiscal
    2010 Acquisitions
        Business
    Combinations
  Merger
    of Oclaro Inc. and Avanex Corporation
      PurchasePrice Allocation(Thousands)Cash, cash equivalents, short-term investments and restricted
    cash

$
25,746Accounts receivable


22,933Inventories


13,703Prepaid expenses and other current assets


6,802Property and equipment


1,432Other non-current assets


3,245Accounts payable


(15,568
)Accrued expenses and other liabilities


(17,687
)Other long-term liabilities


(4,377
)Total purchase price

$
36,229  F-18




---



##### Table of Contents



Sale
    of the New Focus Business and Acquisition of Newports
    High-Power Laser Diodes Business
    Property, Plant and
    Equipment
  July 3,


June 27,2010


2009(Thousands)Assets held for sale:Accounts receivable, net

$



$
3,556Inventories






5,566Prepaid expenses and other current assets






46Property and equipment, net






1,274$



$
10,442   July 3,


June 27,2010


2009(Thousands)Liabilities held for sale:Accounts payable

$



$
1,197Accrued expenses and other liabilities






831$



$
2,028     Year EndedJuly 3,


June 27,


June 28,2010


2009


2008(Thousands)Revenues

$



$
24,829


$
32,828Cost of revenues






17,113



20,616Gross profit






7,716



12,212Operating expenses






14,106



12,585Other income (expense), net


1,420



53



194Income (loss) from discontinued operations before income taxes


1,420



(6,337
)


(179
)Income tax provision






50



Income (loss) from discontinued operations

$
1,420


$
(6,387
)

$
(179
)    F-19




---



##### Table of Contents



Purchase Price(Thousands)Cash

$
3,000Accounts receivable


2,240Inventories


4,863Property and equipment


4,800Other intangible assets


1,755Accounts payable


(923
)Accrued expenses and other current liabilities


(568
)Fair value of net assets acquired


15,167Gain on bargain purchase


(5,267
)Total purchase price

$
9,900     Acquisition
    of Xtellus
       F-20




---



##### Table of Contents



Total Consideration(Thousands)Common shares issued to Xtellus stockholders and debtholders

$
22,171Estimated fair value of escrow liability


6,324Estimated fair value of value protection guarantee


946$
29,441       PreliminaryPurchase Price(Thousands)Cash

$
277Accounts receivable


75Inventories


1,560Property and equipment


2,297Prepaid expenses and other current assets


1,339Other non-current assets


477Other intangible assets


7,309Accounts payable


(1,683
)Accrued expenses and other current liabilities


(1,729
)Other long-term liabilities


(481
)Fair value of net assets acquired


9,441Goodwill


20,000Total purchase price

$
29,441    F-21




---



##### Table of Contents



Unaudited
    Pro Forma Financial Information
    Year EndedJuly 3,

June 27,2010

2009(Thousands  unaudited)Revenues

$
395,523


$
245,381Income (loss) from continuing operations

$
5,611


$
(37,272
)Net income (loss)

$
7,031


$
(43,659
)Net income (loss) per share  Basic

$
0.17


$
(1.60
)Net income (loss) per share  Diluted

$
0.16


$
(1.60
)Shares used in computing net income (loss) per share 
    Basic


42,346



27,310Shares used in computing net income (loss) per share 
    Diluted


44,286



27,310     Note 4.
    Goodwill
    and Other Intangible Assets  Additions.
    Impairment Assessments.
   F-22




---



##### Table of Contents



Amortization.
    AdvancedPhotonicsTotal


Telecom


Solutions(Thousands)Balance at June 30, 2007 and June 28, 2008

$
7,881


$



$
7,881Impairment


(7,881
)






(7,881
)Balance at June 27, 2009










Addition arising from Xtellus acquisition


20,000



20,000



Balance at July 3, 2010

$
20,000


$
20,000


$
     Balance








Impairment


Translations


BalanceJune 27,








and


and


July 3,2009


Additions


Disposals


Amortization


Adjustments


2010(Thousands)Supply agreements

$
3,253


$



$



$



$
(197
)

$
3,056Customer relationships


719



1,760



(719
)










1,760Customer databases


135







(135
)










Core and current technology


6,650



4,921



(6,650
)






(12
)


4,909Patent portfolio


1,385



2,780



(1,385
)










2,780Backlog






110















110Tradename






200















20012,142



9,771



(8,889
)






(209
)


12,815Less accumulated amortization


(10,191
)






8,889



(951
)


48



(2,205
)Intangibles, net

$
1,951


$
9,771


$



$
(951
)

$
(161
)

$
10,610   F-23




---



##### Table of Contents



Balance








Impairment


Translations


BalanceJune 28,








and


and


June 27,2008


Additions


Disposals


Amortization


Adjustments


2009(Thousands)Supply agreements

$
4,026


$



$



$



$
(773
)

$
3,253Customer relationships


1,168











(300
)


(149
)


719Customer databases


135



















135Core and current technology


12,654







(2,734
)


(2,925
)


(345
)


6,650Patent portfolio


2,216











(809
)


(22
)


1,38520,199







(2,734
)


(4,034
)


(1,289
)


12,142Less accumulated amortization


(12,370
)






2,734



(1,229
)


674



(10,191
)Intangibles, net

$
7,829


$



$



$
(5,263
)

$
(615
)

$
1,951   Balance








Impairment


Translations


BalanceJune 30,








and


and


June 28,2007


Additions


Disposals


Amortization


Adjustments


2008(Thousands)Supply agreements

$
4,213


$



$



$



$
(187
)

$
4,026Customer relationships


1,059















109



1,168Customer databases


132















3



135Core and current technology


35,155



385



(22,762
)






(124
)


12,654Patent portfolio


19,446







(17,208
)






(22
)


2,216Customer contracts


3,695







(3,695
)










63,700



385



(43,665
)






(221
)


20,199Less accumulated amortization


(51,934
)


(4,639
)


43,665







538



(12,370
)Intangibles, net

$
11,766


$
(4,254
)

$



$



$
317


$
7,829   Note 5.
    Restructuring
    Liabilities  Fiscal Year 2008. sub-lease
  Fiscal Year 2009.
   F-24




---



##### Table of Contents



Fiscal Year 2010.
  Commitments and Contingencies
    Accrued


Amounts








AccruedRestructuring


Charged to


Amounts





RestructuringCosts at


Restructuring


Paid or





Costs atJune 27, 2009


Costs


Written-off


Adjustments


July 3, 2010(Thousands)Lease cancellations and commitments and other charges

$
8,320


$
1,694


$
(5,422
)

$
(485
)

$
4,107Termination payments to employees and related costs


4,719



2,706



(7,254
)


60



231Total accrued restructuring charges


13,039


$
4,400


$
(12,676
)

$
(425
)


4,338Less non-current accrued restructuring charges


(3,554
)














Accrued restructuring charges included within accrued expenses
    and other liabilities

$
9,485














$
4,338   Accrued


Amounts








AccruedRestructuring


Charged to


Amounts





RestructuringCosts at


Restructuring


Paid or





Costs atJune 28, 2008


Costs


Written-off


Adjustments


June 27, 2009(Thousands)Lease cancellations and commitments

$
2,074


$
2,027


$
(1,966
)

$
6,185


$
8,320Termination payments to employees and related costs


754



5,693



(1,682
)


(46
)


4,719Total accrued restructuring charges


2,828


$
7,720


$
(3,648
)

$
6,139



13,039Less non-current accrued restructuring charges


(1,108
)














(3,554
)Accrued restructuring charges included within accrued expenses
    and other liabilities

$
1,720














$
9,485   F-25




---



##### Table of Contents



Accrued


Amounts








AccruedRestructuring


Charged to


Amounts





RestructuringCosts at


Restructuring


Paid or





Costs atJune 30, 2007


Costs


Written-off


Adjustments


June 28, 2008(Thousands)Lease cancellations and commitments

$
3,845


$
1,141


$
(2,904
)

$
(8
)

$
2,074Asset impairment






35



(35
)






Termination payments to employees and related costs


546



2,350



(2,141
)


(1
)


754Total accrued restructuring charges


4,391


$
3,526


$
(5,080
)

$
(9
)


2,828Less non-current accrued restructuring charges


(1,678
)














(1,108
)Accrued restructuring charges included within accrued expenses
    and other liabilities

$
2,713














$
1,720   Note 6.
    Credit
    Agreement      90-day
   F-26




---



##### Table of Contents



Note 7.
    Post-Retirement
    Benefits  401(k)
    Plan
    Defined
    Contribution Plan
    Switzerland
    Defined Benefit Plan
        Year EndedJuly 3,


June 27,2010


2009(Thousands)Change in projected benefit obligation:Projected benefit obligation, beginning of period

$
19,664


$
18,500Service cost


1,523



1,339Interest cost


690



607Participant contributions


801



783Benefits paid


(933
)


(142
)Actuarial gain on obligation


(536
)


(336
)Currency translation adjustment


523



(1,087
)Projected benefit obligation, end of period

$
21,732


$
19,664 F-27




---



##### Table of Contents



Year EndedJuly 3,


June 27,2010


2009(Thousands)Change in plan assets:Plan assets at fair value, beginning of period

$
18,610


$
17,828Actual return on plan assets


(334
)


(377
)Employer contributions


1,624



1,567Participant contributions


801



782Benefits paid


(934
)


(142
)Currency translation adjustment


496



(1,048
)Plan assets at fair value, end of period

$
20,263


$
18,610Amounts recognized in consolidated balance sheets:Other non-current assets:Deferred tax asset

$
316


$
Other non-current liabilities:Underfunded pension liability

$
1,469


$
Amounts recognized in accumulated other comprehensive income
    (loss), net of tax:Underfunded pension liability

$
1,153


$
Accumulated benefit obligation, end of period

$
18,113


$
16,390     Year EndedJuly 3,


June 27,2010


2009(Thousands)Service cost

$
1,523


$
1,339Interest cost


690



607Expected return on plan assets


(794
)


(714
)Net periodic pension cost

$
1,419


$
1,232     Year EndedJuly 3,

June 27,2010

2009Discount rate


3.0
%


3.5
%Salary increase rate


2.0
%


2.0
%Expected return on plan assets


4.0
%


4.0
%Expected average remaining working life (in years)


13.7



14.3    F-28




---



##### Table of Contents



July 3,

June 27,2010

2009Fixed income investments


24.0
%


21.0
%Equity investments


48.0
%


55.0
%Real estate


11.0
%


14.0
%Cash


15.0
%


7.0
%Alternative investments


2.0
%


3.0
%100.0
%


100.0
%   Fair
    Value
    Note 8.
    Commitments
    and Contingencies  Guarantees
  Guarantees.
    time-to-time,
  Warranty
    accrual
   F-29




---



##### Table of Contents



Year EndedJuly 3,


June 27,


June 28,2010


2009


2008(Thousands)Warranty provision  beginning of period

$
2,228


$
2,598


$
2,569Warranties assumed in acquisition


261



250



Warranties issued


3,516



2,811



2,290Warranties utilized or expired


(3,426
)


(3,000
)


(2,299
)Currency translation adjustment


(142
)


(431
)


38Warranty provision  end of period

$
2,437


$
2,228


$
2,598   Litigation
  In re New Focus, Inc.
    Initial Public Offering Securities Litigation
  In re
    Initial Public Offering Securities Litigation
     F-30




---



##### Table of Contents



QinetiQ Limited v. Oclaro, Inc No. 1:09-cv-00372, patents-in-suit No. 4:10-cv-00080-SBA
  Sale-Leaseback
  2-year , Leases 20-year
   F-31




---



##### Table of Contents



Operating
    Leases
    Operating Lease


SubleasePayments


Income(Thousands)Fiscal Year:2011

$
7,549


$
(160
)2012


4,437



(9
)2013


2,525



(6
)2014


2,398



(6
)2015


2,299



(2
)Thereafter


24,990



$
44,198


$
(183
)     Note 9.
    Stockholders
    Equity  Common
    Stock
    1-for-5
         F-32




---



##### Table of Contents



Warrants
    Weighted-Warrants

AverageOutstanding

Exercise Price(Thousands)Balance at June 30, 2007


2,017


$
21.25Expired


(1
)


200.00Balance at June 28, 2008


2,016



21.20Assumed April 27, 2009 in acquisition


531



37.15Balance at June 27, 2009


2,547



24.55Expired on December 20, 2009


(400
)


30.00Expired on March 8, 2010


(531
)


37.15Balance at July 3, 2010


1,616



18.78                F-33




---



##### Table of Contents



Preferred
    Stock
  time-to-time
  Accumulated
    Other Comprehensive Income
    July 3,


June 27,2010


2009(Thousands)Unrealized gain (loss) on currency instruments designated as
    cash flow hedges

$
49


$
(545
)Currency translation adjustments


28,011



31,443Adoption of ASC 715, net of tax benefits


(1,153
)


Unrealized gain on short-term investments






7$
26,907


$
30,905   Note 10.
    Employee
    Stock Plans         F-34




---



##### Table of Contents



Awards

Stock

Weighted-

Restricted Stock

Weighted-Available

Options

Average

Awards / Units

Average Grantfor Grant

Outstanding

Exercise Price

Outstanding

Date Fair Value(Thousands)

(Thousands)



(Thousands)Balances at June 30, 2007


449



1,286


$
45.80



311


$
15.45Authorized January 25, 2008


2,000















Granted


(590
)


350



10.65



240



11.85Exercised or released














(213
)


12.05Cancelled, forfeited or expired


60



(271
)


33.20



(37
)


15.35Balances at June 28, 2008


1,919



1,365



29.35



301



15.00Assumed in acquisition


1,510



979



29.95



391



2.80Granted


(1,149
)


1,149



5.60







Exercised or released






(3
)


1.50



(215
)


13.30Cancelled or forfeited


281



(254
)


24.40



(46
)


20.55Balances at June 27, 2009


2,561



3,236



21.00



431



4.15Granted


(1,614
)


1,044



4.84



570



6.80Granted in connection with tender offer


(354
)


354



6.80







Exercised or released






(71
)


3.98



(222
)


4.05Cancelled or forfeited


536



(600
)


20.77



(76
)


3.35Cancelled in connection with tender offer


704



(777
)


37.55







Reduction in available for grant


(744
)














Balances at July 3, 2010


1,089



3,186



8.78



703



6.42     Weighted-Weighted-

Average

AggregateAverage

Remaining

IntrinsicShares

Exercise Price

Contractual Life

Value(Thousands)



(Years)

(Thousands)Options exercisable at July 3, 2010


1,054


$
15.88



6.5


$
4,033Options outstanding at July 3, 2010


3,186



8.78



7.8



16,047   in-the-money
  Note 11.
    Stock-based
    Compensation   F-35




---



##### Table of Contents



Year EndedJuly 3,

June 27,

June 28,2010

2009

2008Expected life


4.5 years



4.5 years



4.5 yearsRisk-free interest rate


2.2
%


2.4
%


3.6
%Volatility


98.6
%


83.5
%


75.0
%Dividend yield










     Year EndedJuly 3,


June 27,


June 28,2010


2009


2008(Thousands)Stock-based compensation by category of expense:Cost of revenues

$
1,110


$
1,168


$
2,130Research and development


1,090



888



1,939Selling, general and administrative


2,232



2,016



4,266Income (loss) from discontinued operations






364



477$
4,432


$
4,436


$
8,812Stock-based compensation by type of award:Stock options

$
2,865


$
3,477


$
3,927Restricted stock awards


1,646



787



4,671Inventory adjustment to cost of revenues


(79
)


172



214$
4,432


$
4,436


$
8,812    F-36




---



##### Table of Contents



Note 12.
    Income
    Taxes    Year EndedJuly 3,


June 27,


June 28,2010


2009


2008(Thousands)Domestic

$
(6,211
)

$
(18,064
)

$
(7,086
)Foreign


18,100



(6,306
)


(16,170
)$
11,889


$
(24,370
)

$
(23,256
)     Year EndedJuly 3,


June 27,


June 28,2010


2009


2008(Thousands)Current:Domestic

$
61


$



$
Foreign


2,175



1,399



5Deferred:Foreign


(1,308
)






$
928


$
1,399


$
5     Year EndedJuly 3,


June 27,


June 28,2010


2009


2008(Thousands)Tax expense (benefit) at U.S. federal statutory rate

$
4,043


$
(8,286
)

$
(7,907
)Tax expense (benefit) at state statutory rate


189



(592
)


(769
)Permanent adjustments


(1,466
)


3,278



(3,010
)Foreign rate differential


(2,152
)


(427
)


6,033Change in valuation allowance


240



7,034



5,638Other


74



392



20Provision for income taxes

$
928


$
1,399


$
5      F-37




---



##### Table of Contents



non-U.S. subsidiaries
    July 3,


June 27,2010


2009(Thousands)Deferred tax assets:Net operating loss carryforwards

$
176,738


$
192,693Depreciation and capital losses


64,230



70,011Capitalized research and development


6,602



618Tax credit carryforwards


5,882



6,587Accruals and reserves


5,241



5,070Stock compensation


2,432



2,072Other asset impairments


1,678



1,551Foreign pension plan


316



Inventory valuation


333



4,534Gross deferred tax assets


263,452



283,136Valuation allowance


(251,447
)


(275,294
)Deferred tax assets


12,005



7,842Deferred tax liabilities:Acquired intangibles


(2,539
)


Other deferred liabilities


(7,842
)


(7,842
)Deferred tax liabilities


(10,381
)


(7,842
)Total net deferred tax assets

$
1,624


$
      F-38




---



##### Table of Contents



Year EndedJuly 3,


June 27,2010


2009(Thousands)Balance at beginning of period

$
2,451


$
92,280Additions for tax positions related to the current year


598



439Reductions related to discontinued operations of the New Focus
    business






(41,001
)Additions for tax positions related to prior years


5,348



Reductions for tax positions related to prior years






(49,267
)Balance at end of period

$
8,397


$
2,451      F-39




---



##### Table of Contents



Note 13.
    Net
    Income (loss) Per Share    Year EndedJuly 3,


June 27,


June 28,2010


2009


2008(Thousands, except per share amounts)Net income (loss)

$
12,381


$
(32,156
)

$
(23,440
)Weighted average shares  basic


40,322



22,969



18,620Effect of dilutive potential common shares from:Stock options


1,059







Restricted stock awards


535







Obligations under escrow agreement


346







Weighted average shares  diluted


42,262



22,969



18,620Basic net income (loss) per share

$
0.31


$
(1.40
)

$
(1.26
)Diluted net income (loss) per share

$
0.29


$
(1.40
)

$
(1.26
)   Earnings Per Share
      Note 14.
    Operating
    Segments and Related Information  Segment Reporting
     F-40




---



##### Table of Contents



Year EndedJuly 3,


June 27,


June 28,2010


2009


2008(Thousands)Revenues:Telecom

$
341,908


$
190,748


$
178,374Advanced photonics solutions


50,637



20,175



24,289Consolidated revenues

$
392,545


$
210,923


$
202,663     Year EndedJuly 3,


June 27,


June 28,2010


2009


2008(Thousands)Operating income (loss)Telecom

$
10,273


$
(14,101
)

$
(29,641
)Advanced photonics solutions


(1,340
)


(3,688
)


2,638Total segment operating income (loss)


8,933



(17,789
)


(27,003
)Stock compensation


4,432



4,072



8,335Legal settlements






3,829



(2,882
)Gain on sale of property and equipment


(333
)


(12
)


(2,562
)Impairment of goodwill and other tangible and intangible assets






9,133



Consolidated operating income (loss)

$
4,834


$
(34,811
)

$
(29,894
)     Year EndedJuly 3,


June 27,


June 28,2010


2009


2008(Thousands)United States

$
75,907


$
42,776


$
36,209Canada


14,845



14,596



39,050Europe


96,387



53,236



43,730Asia


176,534



86,951



76,096Rest of world


28,872



13,364



7,578$
392,545


$
210,923


$
202,663  F-41




---



##### Table of Contents



Long-Lived Tangible Assets


Total AssetsJuly 3,


June 27,


July 3,


June 27,2010


2009


2010


2009(Thousands)United States

$
8,213


$
2,252


$
151,821


$
94,539Canada


275



185



886



363Europe


8,824



7,390



139,383



81,065Asia


20,204



20,048



68,705



57,421$
37,516


$
29,875


$
360,795


$
233,388   Significant
    Customers and Concentration of Credit Risk
        Note 15.
    Related
    Party Transactions     F-42




---



##### Table of Contents



Note 16.
    Subsequent
    Event  sub-systems and/or
  Note 17.
    Selected
    Quarterly Consolidated Financial Data (Unaudited)  1-for-5
  Quarter EndedJuly 3,


April 3,


January 2,


September 26,2010


2010


2010


2009(Thousands)Revenues

$
112,709


$
101,152


$
93,574


$
85,110Cost of revenues


78,595



73,322



68,715



63,119Gross profit


34,114



27,830



24,859



21,991Operating expenses


(25,490
)


(27,797
)


(27,604
)


(23,069
)Other income (expense), net


1,668



671



790



3,926Income (loss) from continuing operations before income taxes


10,292



704



(1,955
)


2,848Income tax provision (benefit)


(318
)


499



524



223Income (loss) from continuing operations


10,610



205



(2,479
)


2,625Income from discontinued operations, net of tax














1,420Net income (loss)

$
10,610


$
205


$
(2,479
)

$
4,045Net income (loss) per share:Basic

$
0.23


$



$
(0.07
)

$
0.11Diluted

$
0.22


$



$
(0.07
)

$
0.11Shares used in computing net income (loss) per share:Basic


45,153



41,095



37,980



37,240Diluted


48,228



43,829



37,980



38,100   F-43




---



##### Table of Contents



Quarter EndedJune 27,


March 28,


December 27,


September 27,2009


2009


2008


2008(Thousands)Revenues

$
66,877


$
41,241


$
43,375


$
59,430Cost of revenues


50,296



32,381



36,971



44,777Gross profit


16,581



8,860



6,404



14,653Operating expenses


(24,142
)


(17,910
)


(21,848
)


(17,409
)Other income (expense), net


(4,712
)


(634
)


9,776



6,011Income (loss) from continuing operations before income taxes


(12,273
)


(9,684
)


(5,668
)


3,255Income tax provision (benefit)


1,406



19



36



(62
)Income (loss) from continuing operations


(13,679
)


(9,703
)


(5,704
)


3,317Loss from discontinued operations, net of tax


(928
)


(3,578
)


(757
)


(1,124
)Net income (loss)

$
(14,607
)

$
(13,281
)

$
(6,461
)

$
2,193Net income (loss) per share:Basic

$
(0.46
)

$
(0.66
)

$
(0.32
)

$
0.11Diluted

$
(0.46
)

$
(0.66
)

$
(0.32
)

$
0.11Shares used in computing net income (loss) per share:Basic


31,707



20,084



20,068



20,016Diluted


31,707



20,084



20,068



20,146  F-44




---



##### Table of Contents



Financial
    Statement Schedule II: Valuation and Qualifying Accounts
    For the Years Ended July 3, 2010, June 27, 2009 and
    June 28, 2008
  Allowance for


Allowance forDoubtful Accounts


Sales Returns(Thousands)Balance at June 30, 2007

$
649


$
241Additions charged to cost and expenses


16



133Deductions and write-offs


(494
)


(186
)Balance at June 28, 2008


171



188Balances assumed in acquisitions


332



144Additions charged to cost and expenses


171



53Deductions and write-offs


(51
)


(108
)Balance at June 27, 2009


623



277Balances assumed in acquisitions


186



Additions charged to cost and expenses


1,500



243Deductions, write-offs and adjustments


(263
)


125Balance at July 3, 2010

$
2,046


$
645  F-45




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description of Exhibit2
.1

Agreement and Plan of Merger and Reorganization dated
    January 27, 2009 by and among Oclaro Inc., Ultraviolet
    Acquisition Sub, Inc., and Avanex Corporation (previously filed
    as Annex A to Registrants Registration Statement on
    Form S-4
    dated February 26, 2009 and incorporated herein by
    reference).2
.2

Agreement of Merger among: Oclaro, Inc., a Delaware corporation;
    Rio Acquisition corp., a Delaware corporation; Xtellus Inc., a
    Delaware corporation; and Alta Berkeley LLP, as the
    Stockholders Agent. Dated as of December 16, 2009
    (previously filed as Exhibit 2.1 to Registrants
    Current Report on
    Form 8-K
    filed on December 22, 2009 and incorporated herein by
    reference).2
.3

Agreement of Merger among: Oclaro, Inc., a Delaware corporation;
    Nikko Acquisition Corp., a Delaware corporation; Mintera
    Corporation, a Delaware corporation; and Shareholder
    Representative Services LLC, as the Stockholders Agent.
    Dated as of July 20, 2010 (previously filed as
    Exhibit 2.1 to Registrants Current Report on
    Form 8-K
    filed on July 26, 2010 and incorporated herein by
    reference).3
.1

Amended and Restated Bylaws of Oclaro, Inc. (formerly Bookham,
    Inc.) (previously filed as Exhibit 3.1 to Registrants
    Registration Statement on
    Form S-8
    dated May 5, 2009 and incorporated herein by reference).3
.2(3)

Restated Certificate of Incorporation of Oclaro, Inc.3
.3

Certificate of Ownership and Merger merging Oclaro, Inc. into
    Bookham, Inc. (previously filed as Exhibit 3.1 to
    Registrants Current Report on
    Form 8-K
    dated April 27, 2009 and incorporated herein by reference).10
.1

Form of Warrant (previously filed as Exhibit 99.2 to
    Registrants Current Report on
    Form 8-K
    filed on January 17, 2006, and incorporated herein by
    reference).10
.2

Form of Warrant (previously filed as Exhibit 99.5 to
    Registrants Current Report on
    Form 8-K
    filed on January 17, 2006, and incorporated herein by
    reference).10
.3

Form of Warrant (previously filed as Exhibit 99.3 to
    Registrants Current Report on
    Form 8-K
    filed on September 5, 2006 and incorporated herein by
    reference).10
.4

Form of Warrant (previously filed as Exhibit 99.3 to
    Registrants Current Report on
    Form 8-K
    filed on March 26, 2007 and incorporated herein by
    reference).10
.5

Credit Agreement, dated as of August 2, 2006, among Oclaro,
    Inc., Oclaro Technology Ltd (formerly Bookham Technology plc),
    Oclaro Photonics, Inc. (formerly New Focus, Inc.) and Oclaro
    Technology, Inc. (formerly Bookham (US), Inc.), Wells Fargo
    Capital Finance, Inc. (formerly Wells Fargo Foothill, Inc.) and
    other lenders party thereto. (previously filed as
    Exhibit 10.53 to Registrants Annual Report on
    Form 10-K
    for the year ended July 1, 2006, and incorporated herein by
    reference).10
.6(3)

Amendment Number One to Credit Agreement, dated as of
    April 30, 2007, by and among Wells Fargo Capital Finance,
    Inc., Oclaro, Inc., Oclaro Technology Ltd, Oclaro Photonics,
    Inc. and Oclaro Technology, Inc.10
.7(3)

Amendment Number Two to Credit Agreement, dated as of
    April 30, 2007, by and among Wells Fargo Capital Finance,
    Inc., Oclaro, Inc., Oclaro Technology Ltd, Oclaro Photonics,
    Inc. and Oclaro Technology, Inc.10
.8

Amendment Number Three to Credit Agreement, dated as of
    April 27, 2009, by and among Wells Fargo Capital Finance,
    Inc., Oclaro, Inc., Oclaro Technology Ltd, Oclaro Photonics,
    Inc. and Oclaro Technology, Inc. (previously filed as
    Exhibit 99.1 to the registrants Current Report on
    Form 8-K
    on May 1, 2009, and incorporated herein by reference).10
.9(3)

Amendment Number Four to Credit Agreement, dated as of
    May 22, 2009, by and among Wells Fargo Capital Finance,
    Inc., Oclaro, Inc., Oclaro Technology Ltd, Oclaro Photonics,
    Inc. and Oclaro Technology, Inc.10
.10(3)

Amendment Number Five to Credit Agreement, dated as of
    December 16, 2009, by and among Wells Fargo Capital
    Finance, Inc., Oclaro, Inc., Oclaro Technology Ltd, Oclaro
    Photonics, Inc. and Oclaro Technology, Inc.10
.11(3)

Amendment Number Six to Credit Agreement, dated as of
    July 20, 2010, by and among Wells Fargo Capital Finance,
    Inc., Oclaro, Inc., Oclaro Technology Ltd, Oclaro Photonics,
    Inc. and Oclaro Technology, Inc.




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##### Table of Contents



ExhibitNumber

Description of Exhibit10
.12

Security Agreement, dated as of August 2, 2006, among
    Oclaro, Inc., Onetta, Inc., Focused Research, Inc., Globe Y.
    Technology, Inc., Ignis Optics, Inc., Oclaro (Canada) Inc.,
    Bookham Nominees Limited and Bookham International Ltd., Wells
    Fargo Capital Finance, Inc. and other secured parties party
    thereto. (previously filed as Exhibit 10.54 to
    Registrants Annual Report on
    Form 10-K
    for the year ended July 1, 2006, and incorporated herein by
    reference).10
.13

Share Purchase Agreement dated August 10, 2005 among London
    Industrial Leasing Limited, Deutsche Bank AG (acting through its
    London Branch) and Oclaro Technology Ltd (previously filed as
    Exhibit 10.1 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended October 1, 2005, and incorporated
    herein by reference).10
.14

Loan Facility Agreement dated August 10, 2005 between City
    Leasing (Creekside) Limited and Deutsche Bank AG, Limited, for a
    facility of up to £18,348,132.33 (previously filed as
    Exhibit 10.2 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended October 1, 2005, and incorporated
    herein by reference).10
.15

Loan Facility Agreement dated August 10, 2005 between City
    Leasing (Creekside) Limited and Deutsche Bank AG, Limited for a
    facility of up to £42,500,000.00 (previously filed as
    Exhibit 10.3 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended October 1, 2005, and incorporated
    herein by reference).10
.16

Lease dated December 23, 1999 by and between Silicon Valley
    Properties, LLC and Oclaro Photonics, Inc., with respect to 2580
    Junction Avenue, San Jose, California (previously filed as
    Exhibit 10.32 to Registrants Amendment No. 1 to
    Transition Report on
    Form 10-K
    for the for the transition period from January 1, 2004 to
    July 3, 2004, and incorporated herein by reference).10
.17

Agreement for Sale and Leaseback dated as of March 10,
    2006, by and among Oclaro Technology Ltd, Coleridge
    (No. 24) Limited and Oclaro, Inc. (previously filed as
    Exhibit 10.3 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended April 1, 2006, and incorporated
    herein by reference).10
.18

Pre-emption Agreement dated as of March 10, 2006, by and
    among Oclaro Technology Ltd, Coleridge
    (No. 24) Limited and Oclaro, Inc. (previously filed as
    Exhibit 10.4 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended April 1, 2006, and incorporated
    herein by reference).10
.19

Lease dated as of March 10, 2006, by and among Oclaro
    Technology Ltd, Coleridge (No. 24) Limited and Oclaro,
    Inc. (previously filed as Exhibit 10.5 to Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended April 1, 2006, and incorporated
    herein by reference).10
.20(1)

Volume Supply Agreement, dated May 6, 2004, between Avanex
    Corporation and Fabrinet. (previously filed as
    Exhibit 10.12 of Avanex Corporations Quarterly Report
    (File
    No. 000-29175)
    on
    Form 10-Q
    filed on February 14, 2006, and incorporated herein by
    reference).10
.21(1)

First Amendment to the Volume Supply Agreement, dated
    April 1, 2008, between Avanex Corporation and Fabrinet.
    (previously filed as Exhibit 10.33 of Avanex
    Corporations Annual Report on
    Form 10-K
    (File
    No. 000-29175)
    filed on September 5, 2008, and incorporated herein by
    reference).10
.22(2)

2004 Employee Stock Purchase Plan (previously filed as
    Exhibit 10.18 to Registrants Transition Report on
    Form 10-K
    for the transition period from January 1, 2004 to
    July 3, 2004, and incorporated herein by reference).10
.23(2)

2004 Sharesave Scheme (previously filed as
    Exhibit 10.20 to Registrants Transition Report on
    Form 10-K
    for the transition period from January 1, 2004 to
    July 3, 2004, and incorporated herein by reference).10
.24(2)

U.K. Subplan to the 2004 Stock Incentive Plan (previously filed
    as Exhibit 10.4 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended April 2, 2005, and incorporated
    herein by reference).10
.25(2)

Form of Incentive Stock Option, Form of Non-Statutory Stock
    Option, Form of Restricted Stock Unit Agreement and Form of
    Restricted Stock Agreement (previously filed as part of
    Exhibit 10.1 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended December 31, 2005 and incorporated
    herein by reference)10
.26(2)

Amended and Restated 2004 Stock Incentive Plan (previously filed
    as Exhibit 10.1 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended December 29, 2007, and incorporated
    herein by reference).




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##### Table of Contents



ExhibitNumber

Description of Exhibit10
.27(2)

Form of amendment to restricted stock award agreement issued
    pursuant to Amended and Restated 2004 Stock Incentive Plan
    (previously filed as Exhibit 10.4 to Registrants
    Quarterly Report on
    Form 10-Q
    dated May 7, 2009 and incorporated herein by reference).10
.28(2)

Contract of Employment between Oclaro Technology Ltd and Jim
    Haynes (previously filed as Exhibit 10.38 to
    Registrants Annual Report on
    Form 10-K
    for the year ended July 2, 2005, and incorporated herein by
    reference).10
.29(2)

Form of Indemnification Agreement, dated October 26, 2005,
    between Oclaro, Inc. and each of Giorgio Anania and Liam Nagle,
    (previously filed as Exhibit 99.1 to Registrants
    Current Report on
    Form 8-K
    filed on November 1, 2005, and incorporated herein by
    reference).10
.30(2)

Restricted Stock Agreement dated November 11, 2005 between
    Oclaro, Inc. and Jim Haynes (previously filed as
    Exhibit 10.5 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended December 31, 2005, and incorporated
    herein by reference).10
.31(2)

Amended and Restated Employment Agreement, dated August 4,
    2010, between the Oclaro, Inc. and Alain Couder (previously
    filed as Exhibit 10.1 to Registrants Current Report
    on
    Form 8-K
    filed on August 10, 2010 and incorporated herein by
    reference).10
.32(2)

Form of Indemnification Agreement, between Oclaro, Inc. and
    directors and executive officers (previously filed as
    Exhibit 10.2 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended December 29, 2007 and incorporated
    herein by reference).10
.33(2)

Form of Executive Severance and Retention Agreement, between
    Oclaro, Inc. and its executive officers (previously filed as
    Exhibit 10.1 to Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended March 29, 2008 and incorporated
    herein by reference).10
.34(2)

Summary of cash bonus plan (previously provided in
    Registrants Current Report on
    Form 8-K
    filed on October 29, 2008 and incorporated herein by
    reference).10
.35(2)

Summary of cash bonus plan (previously provided in
    Registrants Current Report on
    Form 8-K
    filed on February 24, 2009, and incorporated herein by
    reference).10
.36(2)

Summary of cash bonus plan (previously provided in
    Registrants Current Report on
    Form 8-K
    filed on July 27, 2009 and incorporated herein by
    reference).10
.37(2)

Consulting Agreement between Oclaro, Inc. (formerly known as
    Bookham, Inc.), Avanex Corporation and Giovanni Barbarossa
    (previously filed as Exhibit 10.40 to Registrants
    Annual Report on
    Form 10-K
    for the year ended June 27, 2009, and incorporated herein
    by reference).10
.38(2)

Separation and Release Agreement between Oclaro, Inc. (formerly
    known as Bookham, Inc.), Avanex Corporation and Giovanni
    Barbarossa (previously filed as Exhibit 10.41 to
    Registrants Annual Report on
    Form 10-K
    for the year ended June 27, 2009, and incorporated herein
    by reference).10
.39(2)

Form of Indemnification Agreement between Avanex Corporation and
    each of its directors and officers (previously filed as
    Exhibit 10.1 of Avanex Corporations Registration
    Statement
    No. 333-92027
    on
    Form S-1
    filed on December 3, 1999,and incorporated herein
    by reference).10
.40(2)

Avanex 1998 Stock Plan, as amended and restated (previously
    filed as Exhibit 10.2 of Avanex Corporations Annual
    Report on
    Form 10-K
    (File
    No. 000-29175)
    filed on September 5, 2008, and incorporated herein by
    reference).10
.41(2)

Avanex 1999 Director Option Plan, as amended (previously
    filed as Exhibit 10.5 of Avanex Corporations Annual
    Report on
    Form 10-K
    (File
    No. 000-29175)
    filed on September 5, 2008, and incorporated herein by
    reference).10
.42(2)

Form of stock option agreement between Avanex and certain of its
    directors (previously filed as Exhibit 10.45 to
    Registrants Annual Report on
    Form 10-K
    for the year ended June 27, 2009, and incorporated herein
    by reference).10
.43(2)

Form of stock option agreement between Avanex and certain of its
    executive officers (previously filed as Exhibit 10.46 to
    Registrants Annual Report on
    Form 10-K
    for the year ended June 27, 2009, and incorporated herein
    by reference).10
.44(2)

Form of stock option agreement between Avanex and certain of its
    employees (previously filed as Exhibit 10.47 to
    Registrants Annual Report on
    Form 10-K
    for the year ended June 27, 2009, and incorporated herein
    by reference).




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##### Table of Contents



ExhibitNumber

Description of Exhibit10
.45(2)

Form of Restricted Stock Unit Agreement between Avanex and
    certain of its executive officers (previously filed as
    Exhibit 10.48 to Registrants Annual Report on
    Form 10-K
    for the year ended June 27, 2009, and incorporated herein
    by reference).10
.46(2)

Form of Restricted Stock Unit Agreement between Avanex and
    certain of its employees (previously filed as Exhibit 10.49
    to Registrants Annual Report on
    Form 10-K
    for the year ended June 27, 2009, and incorporated herein
    by reference).10
.47(2)

Variable Pay Plan (previously filed as Exhibit 5.02 to
    Registrants Current report on
    Form 8-K
    filed on August 2, 2010 and incorporated herein by
    reference).21
.1(3)

List of Oclaro, Inc. subsidiaries23
.1(3)

Consent of Independent Registered Public Accounting Firm31
.1(3)

Certification of Chief Executive Officer Pursuant to
    Section 302(a) of the Sarbanes-Oxley Act of 200231
.2(3)

Certification of Chief Financial Officer Pursuant to
    Section 302(a) of the Sarbanes-Oxley Act of 200232
.1(3)

Certification of Chief Executive Officer Pursuant to
    18 U.S.C. Section 135032
.2(3)

Certification of Chief Financial Officer Pursuant to
    18 U.S.C. Section 1350     (1)
    
    Portions of this exhibit have been omitted pursuant to a request
    for confidential treatment granted by the Commission.(2)
    
    Management contract or compensatory plan or arrangement.(3)
    
    Filed herewith.