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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED JULY 2, 2011
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-30684
 
 
 OCLARO, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    20-1303994(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 2560 Junction Avenue, San Jose, California, 95134  (Address of principal executive offices, zip code)
 (408) 383-1400  (Registrants telephone number, including area code)
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, Par Value $0.01 Per Share
    
    NASDAQ Global Select Market
 None
 Yes o No þ
 Yes o No þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE




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##### 



OCLARO, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JULY 2, 2011
 TABLE OF CONTENTS
 PagePART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    12Item 1B. Unresolved Staff Comments
    
    
    28Item 2. Properties
    
    
    28Item 3. Legal Proceedings
    
    
    28PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    30Item 6. Selected Financial Data
    
    
    32Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    33Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    49Item 8. Financial Statements and Supplementary Data
    
    
    50Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    50Item 9A. Controls and Procedures
    
    
    50Item 9B. Other Information
    
    
    51PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    51Item 11. Executive Compensation
    
    
    51Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    52Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    52Item 14. Principal Accounting Fees and Services
    
    
    52PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    52Signatures
    
    
    53Exhibit 10.10Exhibit 10.11Exhibit 10.13Exhibit 10.14Exhibit 10.18Exhibit 10.25Exhibit 10.33Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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




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Corporate Information
  www.oclaro.com
 Our Business
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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, external modulators,
integrated lasers and modulators and receivers. We are also a leading supplier of products
at the module and subsystem levels, including transceivers, transponders, tunable
dispersion compensation, amplifiers, wavelength selective switch and controlled subsystems,
including integrated ROADM line cards. 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 substrates. We have over 1,000
patents issued and our IP portfolio 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 many of our metro and
long-haul telecom product areas, and that we have differentiated technology in the
wavelength selective switching and ROADM markets where we are more recent market entrants.
 
    
    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. Photonic integration can reduce the number of component
elements, and thus the cost, of a solution, reduce the landscape of the required
functionality, reduce the complexity of the corresponding integration of component elements
and reduce overall power consumption of the related functionality. 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. The corresponding
product lines operate within our overall business, leveraging our telecom optical
expertise, allowing us to increase fab utilization and providing revenue diversification.
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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 develop and deliver
innovative 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. We are currently evaluating the
capabilities of additional potential contract manufacturing partners to ensure we have a
scalable and cost effective manufacturing strategy appropriate for executing to our
business objectives over a long-term horizon.
 
    
    Leverage Optical Expertise to Address Other Optical Market Opportunities. We plan to
continue to selectively enter and/or expand into non-telecom markets for optical products
where we can leverage our optical expertise and our manufacturing infrastructure in order
to provide differentiated products for our customers.
 
    
    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, Inc. (Xtellus)
in December 2009, which complemented and expanded our 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.
 Our Product Offerings
 
    
    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
customers 40 Gb/s products, and believe we are a primary supplier of these and related
components into the 40 Gb/s solutions commercially available today.
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
    
    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.
 We believe that our ability to produce co-packaged, integrated transmitters, both tunable
and fixed wavelength, many of which are sole-sourced to customers, demonstrates the
advantages of InP photonic integration provided by our wafer fabrication facility in
Caswell, U.K.
 
    
    Lithium niobate modulators.Our lithium niobate external 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. We are leaders in the market for 10 Gb/s
modulators, and have recently introduced 40 Gb/s and 100 Gb/s modulators.
 
    
    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
small-form factor pluggable (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
have also introduced 10 Gb/s tunable XFP products, the volume production of which we expect
to increase significantly during fiscal year 2012, and 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. We supply large form factor and small
form factor 40 Gb/s transponders based on a differential phase shift keying (DPSK)
modulation scheme and a 40 Gb/s polarization multiplexing quadrature phase-shift keying
(PM-QPSK) transponder, also known as a coherent-based transponder. We believe the
photonic integration of our internal componentry represents a differentiator and a
competitive advantage in certain of these products.
 
    
    Amplifiers.Erbium doped fiber 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 nanometer (nm) pump laser diodes are a key component of these
products and they are mostly sourced internally from our own wafer fabrication facilities.
 
    
    Pump laser chips.Our 980 nm pump laser diodes are designed for use as high-power,
reliable pump sources for 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.
 
    
    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, including WSS products, which can be
vertically integrated into ROADM line cards, 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.
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
    
    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. We believe our tunable dispersion
compensation products are deployed in the substantial portion of the non-coherent 40 Gb/s
networks built today.
 
    
    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. We
also deploy our optical TFF technology to markets outside of telecommunications, with
applications available in the life sciences, biotechnology and consumer display industries.
 
    
    High Powered Laser Diode Products.We market advanced pump laser technology diodes for
material processing, medical, cosmetic, 3-D imaging and printing applications. We are
introducing fiber lasers which are being marketed to our laser systems customers. We are
also exploring other new market opportunities for our high power lasers.
 
    
    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.
 Customers, Sales and Marketing
       Year EndedJuly 2, 2011
    
    
    July 3, 2010
    
    
    June 27, 2009(Thousands)United States
    
    $
    80,350
    
    
    $
    75,907
    
    
    $
    42,776Canada
    
    
    13,090
    
    
    
    14,845
    
    
    
    14,596Europe
    
    
    126,310
    
    
    
    96,387
    
    
    
    53,236Asia
    
    
    219,777
    
    
    
    176,534
    
    
    
    86,951Rest of world
    
    
    26,978
    
    
    
    28,872
    
    
    
    13,364$
    466,505
    
    
    $
    392,545
    
    
    $
    210,923
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Manufacturing
     Research and Development
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Intellectual Property
     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
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Competition
     Amendment and Restatement of Credit Facility
 Subsequent Event
 Long-Lived Tangible Assets and Total Assets
  Long-lived Tangible Assets
    
    
    Total AssetsJuly 2, 2011
    
    
    July 3, 2010
    
    
    July 2, 2011
    
    
    July 3, 2010(Thousands)United States
    
    $
    8,048
    
    
    $
    8,213
    
    
    $
    98,248
    
    
    $
    151,821Canada
    
    
    232
    
    
    
    275
    
    
    
    799
    
    
    
    886Europe
    
    
    16,096
    
    
    
    8,824
    
    
    
    167,350
    
    
    
    139,383Asia
    
    
    44,998
    
    
    
    20,204
    
    
    
    108,777
    
    
    
    68,705$
    69,374
    
    
    $
    37,516
    
    
    $
    375,174
    
    
    $
    360,795
 Employees
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Item 1A.
    
    Risk Factors
 Investing in our securities involves a high degree of risk. The risks described below are not the
only ones facing us. Additional risks not currently known to us or that we currently believe are
immaterial also may impair our business, operations, liquidity and stock price materially and
adversely. 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 and
you could lose all or part of your investment.
 Risks Related to Our Business
 We have 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 gross margin levels.
  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.
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Our success will depend on our ability to anticipate and respond to evolving technologies and
customer requirements.
  We depend on a limited number of customers for a significant percentage of our revenues.
  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 have significant manufacturing and research and development operations in China, which exposes
us to risks inherent in doing business in China.
  
    
    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.
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Our results of operations may suffer if we do not effectively manage our inventory, and we may
incur inventory-related charges.
  We may undertake mergers or acquisitions that do not prove successful.
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
    
    failure to realize the potential financial or strategic benefits of the acquisition;
 
    
    increased costs associated with acquired operations;
 
    
    economic dilution to gross and operating profit and earnings (loss) per share;
 
    
    failure to successfully further develop the combined, acquired or remaining technology,
which could, among other things, result in the impairment of amounts recorded as goodwill
or other intangible assets;
 
    
    unanticipated costs and liabilities and unforeseen accounting charges;
 
    
    difficulty in integrating product offerings;
 
    
    difficulty in coordinating and rationalizing research and development activities to
enhance introduction of new products and technologies with reduced cost;
 
    
    difficulty in coordinating and integrating the manufacturing activities of our acquired
businesses, including with respect to third-party manufacturers, including executing a
production capacity ramp up of our South Korea facility and our contract manufacturers to
support the potential revenue demand for the WSS-related products of Xtellus, 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, and transferring
certain production of Mintera products to our internal facilities;
 
    
    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;
 
    
    difficulty in maintaining internal control procedures and disclosure controls that
comply with the requirements of the Sarbanes-Oxley Act of 2002, or poor integration of a
targets procedures and controls;
 
    
    difficulty in preserving important relationships of our acquired businesses and
resolving potential conflicts between business cultures;
 
    
    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;
 
    
    loss of key employees;
 
    
    difficulty in coordinating the international activities of our acquired businesses;
 
    
    the effect of tax laws due to increasing complexities of our global operating
structure;
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
    
    the effect of employment law or regulations or other limitations in foreign
jurisdictions that could have an impact on timing, amounts or costs of achieving expected
synergies; and
 
    
    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.
  Sales of our products could decline if customer and/or supplier relationships are disrupted by our
recent acquisition activities.
    As a result of our recent business combinations, we have become a larger and more geographically
diverse organization, with greater available market opportunities. If our management is unable to
manage the combined organization efficiently, including the challenges of managing the growth
potentially available from expanded market opportunities, our operating results will suffer.
  We may not realize the anticipated benefits from the transfer of wafer production from our Tucson,
Arizona manufacturing operations we acquired from Newport to our European fabrication facilities.
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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.
    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.
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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.
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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.
 We may not realize the
anticipated benefits from the transfer of wafer production from our Tucson, Arizona manufacturing
operations to our European fabrication facilities .
 Our intellectual property rights may not be adequately protected.
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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.
   If we fail to obtain the right to use the intellectual property rights of others necessary to
operate our business, our business and results of operations will be materially and adversely
affected.
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The inability to obtain government licenses and approvals for desired international trading
activities or technology transfers may prevent the profitable operation of our business.
  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.
   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;
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
    
    difficulty in enforcing or adequately protecting our intellectual property;
 
    
    ability to hire qualified candidates;
 
    
    foreign taxes;
 
    
    political, legal and economic instability in foreign markets;
 
    
    foreign regulations;
 
    
    changes in, or impositions of, legislative or regulatory requirements;
 
    
    trade restrictions, including restrictions imposed by the United States government on
trading with parties in foreign countries;
 
    
    transportation delays;
 
    
    epidemics and illnesses;
 
    
    terrorism and threats of terrorism;
 
    
    work stoppages and infrastructure problems due to adverse weather conditions or natural
disasters;
 
    
    work stoppages related to employee dissatisfaction;
 
    
    changes in import/export regulations, tariffs, and freight rates; and
 
    
    the effective protections of, and the ability to enforce, contractual arrangements.
  Changes in effective tax rates or adverse outcomes resulting from examination of our income tax
returns could adversely affect our results.
  We may face product liability claims.
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If we fail to attract and retain key personnel, our business could suffer.
   Our business and operating results may be adversely affected by natural disasters or other
catastrophic events beyond our control.
  Risks Related to Regulatory Compliance and Litigation
 We are subject to anti-corruption laws in the jurisdictions in which we operate, including the
U.S. Foreign Corrupt Practices Act, or the FCPA. Our failure to comply with these laws could
result in penalties which could harm our reputation and have a material adverse effect on our
business, results of operations and financial condition.
  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.
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Litigation may substantially increase our costs and harm our business.
  Legal Proceedings
 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
 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.
   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, including our gross margins;
 
    
    changes in our business, operations or prospects;
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
    
    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 or projections 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 three years and related sovereign debt issues in
certain parts of the world;
 
    
    low trading volume in our stock;
 
    
    developments relating to patents or property rights; and
 
    
    government regulatory changes.
     25




---



##### Table of Contents



We are subject to pending securities class action and shareholder derivative legal
proceedings.
 Legal Proceedings
 Fluctuations in our operating results could adversely affect the market price of our common stock.
   We may not be able to raise capital when desired on favorable terms without dilution to our
stockholders, or at all.
   Because we do not intend to pay dividends, stockholders will benefit from an investment in our
common stock only if it appreciates in value.
   26




---



##### Table of Contents



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 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;
 
    
    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.
    27




---



##### Table of Contents



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
    
    January 2016Shenzhen, 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
    
    
    Office space, manufacturing, research and development
    
    Lease
    
    June 2012San Donato, Italy
    
    
    66,000
    
    
    Office space, manufacturing, research and development
    
    Lease
    
    July 2017Santa Rosa, California
    
    
    33,000
    
    
    Office space, manufacturing, research and development
    
    Lease
    
    December 2011
   
 Item 3.
    
    Legal Proceedings
 In re New Focus, Inc. Initial Public Offering Securities Litigation
 In re Initial Public
Offering Securities Litigation
  28




---



##### Table of Contents



et al.
    29




---



##### Table of Contents



PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Market Information and Holders
  Price Per Share of Common StockHigh
    
    
    LowFiscal 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
    
    
    
    10.15Fiscal 2011 quarter ended:October 2, 2010
    
    $
    16.79
    
    
    $
    9.62January 1, 2011
    
    
    17.45
    
    
    
    8.25April 2, 2011
    
    
    18.95
    
    
    
    10.16July 2, 2011
    
    
    12.02
    
    
    
    6.00
  Dividends
   30




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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 1,
    
    
    June 30,
    
    
    June 28,
    
    
    June 27,
    
    
    July 3,
    
    
    July 2,2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011Oclaro, Inc.
    
    $
    100.00
    
    
    $
    66.96
    
    
    $
    51.19
    
    
    $
    15.77
    
    
    $
    64.29
    
    
    $
    40.09NASDAQ Composite Index
    
    $
    100.00
    
    
    $
    122.33
    
    
    $
    108.31
    
    
    $
    86.75
    
    
    $
    100.42
    
    
    $
    132.75NASDAQ
Telecommunications
Index
    
    $
    100.00
    
    
    $
    141.44
    
    
    $
    122.57
    
    
    $
    95.93
    
    
    $
    99.80
    
    
    $
    120.07
 
 *
    
    Assumes that $100.00 was invested in Oclaro common stock and in each
index at market closing prices on July 1, 2006, 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.  31




---



##### Table of Contents



Item 6.
    
    Selected Financial Data
   Consolidated Statements of Operations Data
 Year EndedJuly 2,
    
    
    July 3,
    
    
    June 27,
    
    
    June 28,
    
    
    June 30,2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007(Thousands, except per share data)Revenues
    
    $
    466,505
    
    
    $
    392,545
    
    
    $
    210,923
    
    
    $
    202,663
    
    
    $
    171,183Operating income (loss)
    
    
    (33,610
    )
    
    
    4,834
    
    
    
    (34,811
    )
    
    
    (29,894
    )
    
    
    (79,871
    )Income (loss) from
continuing operations
    
    
    (46,425
    )
    
    
    10,961
    
    
    
    (25,769
    )
    
    
    (23,261
    )
    
    
    (82,450
    )Income (loss) from
discontinued
operations
    
    
    
    
    
    
    1,420
    
    
    
    (6,387
    )
    
    
    (179
    )
    
    
    275Net income (loss)
    
    
    (46,425
    )
    
    
    12,381
    
    
    
    (32,156
    )
    
    
    (23,440
    )
    
    
    (82,175
    )Income (loss) from
continuing operations
per common
share:Basic
    
    $
    (0.96
    )
    
    $
    0.27
    
    
    $
    (1.12
    )
    
    $
    (1.25
    )
    
    $
    (5.86
    )Diluted
    
    $
    (0.96
    )
    
    $
    0.26
    
    
    $
    (1.12
    )
    
    $
    (1.25
    )
    
    $
    (5.86
    )Weighted average
shares of common stock
outstanding:Basic
    
    
    48,444
    
    
    
    40,322
    
    
    
    22,969
    
    
    
    18,620
    
    
    
    14,067Diluted
    
    
    48,444
    
    
    
    42,262
    
    
    
    22,969
    
    
    
    18,620
    
    
    
    14,067
 Consolidated Balance Sheet Data
 July 2,
    
    
    July 3,
    
    
    June 27,
    
    
    June 28,
    
    
    June 30,2011
    
    
    2010
    
    
    2009
    
    
    2008
    
    
    2007(Thousands)Total assets
    
    $
    375,174
    
    
    $
    360,795
    
    
    $
    233,388
    
    
    $
    212,090
    
    
    $
    204,526Total stockholders equity
    
    
    229,095
    
    
    
    252,534
    
    
    
    140,390
    
    
    
    149,062
    
    
    
    120,967Long-term obligations
    
    
    6,277
    
    
    
    9,785
    
    
    
    4,923
    
    
    
    1,336
    
    
    
    1,908
  Goodwill and Other
Intangible Assets
  32




---



##### Table of Contents



Business Combinations
 
 Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Business and Summary of Significant Accounting Policies
 Overview
   Results of Operations
   33




---



##### Table of Contents



Fiscal Years Ended July 2, 2011 and July 3, 2010
  Year Ended
    
    
    
    
    
    
    IncreaseJuly 2, 2011
    
    
    July 3, 2010
    
    
    Change
    
    
    (Decrease)(Thousands)
    
    
    %
    
    
    (Thousands)
    
    
    %
    
    
    (Thousands)
    
    
    %Revenues
    
    $
    466,505
    
    
    
    100.0
    
    
    $
    392,545
    
    
    
    100.0
    
    
    $
    73,960
    
    
    
    18.8Cost of revenues
    
    
    342,869
    
    
    
    73.5
    
    
    
    283,751
    
    
    
    72.3
    
    
    
    59,118
    
    
    
    20.8Gross profit
    
    
    123,636
    
    
    
    26.5
    
    
    
    108,794
    
    
    
    27.7
    
    
    
    14,842
    
    
    
    13.6Operating expenses:Research and development
    
    
    65,492
    
    
    
    14.0
    
    
    
    41,496
    
    
    
    10.6
    
    
    
    23,996
    
    
    
    57.8Selling, general and administrative
    
    
    62,767
    
    
    
    13.4
    
    
    
    56,378
    
    
    
    14.4
    
    
    
    6,389
    
    
    
    11.3Amortization of intangible assets
    
    
    2,805
    
    
    
    0.6
    
    
    
    951
    
    
    
    0.2
    
    
    
    1,854
    
    
    
    195.0Restructuring, acquisition and
related costs
    
    
    4,469
    
    
    
    1.0
    
    
    
    5,468
    
    
    
    1.4
    
    
    
    (999
    )
    
    
    (18.3
    )Legal settlements
    
    
    1,678
    
    
    
    0.4
    
    
    
    
    
    
    
    
    
    
    
    1,678
    
    
    
    n/m
    (1)Impairment of goodwill
    
    
    20,000
    
    
    
    4.3
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    n/m
    (1)Gain (loss) on sale of property and
equipment
    
    
    35
    
    
    
    
    
    
    
    (333
    )
    
    
    (0.1
    )
    
    
    368
    
    
    
    n/m
    (1)Total operating expenses
    
    
    157,246
    
    
    
    33.7
    
    
    
    103,960
    
    
    
    26.5
    
    
    
    53,286
    
    
    
    51.3Operating income (loss)
    
    
    (33,610
    )
    
    
    (7.2
    )
    
    
    4,834
    
    
    
    1.2
    
    
    
    (38,444
    )
    
    
    n/m
    (1)Other income (expense):Interest income
    
    
    16
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    (20
    )
    
    
    (55.6
    )Interest expense
    
    
    (2,011
    )
    
    
    (0.4
    )
    
    
    (367
    )
    
    
    (0.1
    )
    
    
    (1,644
    )
    
    
    448.0Gain (loss) on foreign currency
translation
    
    
    (9,174
    )
    
    
    (2.0
    )
    
    
    2,494
    
    
    
    0.6
    
    
    
    (11,668
    )
    
    
    n/m
    (1)Other income (expense)
    
    
    
    
    
    
    
    
    
    
    4,892
    
    
    
    1.3
    
    
    
    (4,892
    )
    
    
    (100.0
    )Total other income (expense)
    
    
    (11,169
    )
    
    
    (2.4
    )
    
    
    7,055
    
    
    
    1.8
    
    
    
    (18,224
    )
    
    
    n/m
    (1)Income (loss) from continuing operations before income
taxes
    
    
    (44,779
    )
    
    
    (9.6
    )
    
    
    11,889
    
    
    
    3.0
    
    
    
    (56,668
    )
    
    
    n/m
    (1)Income tax provision
    
    
    1,646
    
    
    
    0.4
    
    
    
    928
    
    
    
    0.2
    
    
    
    718
    
    
    
    77.4Income (loss) from continuing operations
    
    
    (46,425
    )
    
    
    (10.0
    )
    
    
    10,961
    
    
    
    2.8
    
    
    
    (57,386
    )
    
    
    n/m
    (1)Income from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    1,420
    
    
    
    0.4
    
    
    
    (1,420
    )
    
    
    (100.0
    )Net income (loss)
    
    $
    (46,425
    )
    
    
    (10.0
    )
    
    $
    12,381
    
    
    
    3.2
    
    
    $
    (58,806
    )
    
    
    n/m
    (1)
 (1)
    
    Not meaningful Revenues
   34




---



##### Table of Contents



Cost of Revenues
   Gross Profit
   Research and Development Expenses
    35




---



##### Table of Contents



Selling, General and Administrative Expenses
   Amortization of Intangible Assets
  Restructuring, Acquisition and Related Costs
   Legal Settlements
  Impairment of Goodwill
   36




---



##### Table of Contents



Gain on Sale of Property and Equipment
  Other Income (Expense)
  Income Tax Provision
   Income from Discontinued Operations
 Business
Combinations
  37




---



##### Table of Contents



Fiscal Years Ended July 3, 2010 and June 27, 2009
  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, acquisition and
related costs
    
    
    5,468
    
    
    
    1.4
    
    
    
    6,826
    
    
    
    3.2
    
    
    
    (1,358
    )
    
    
    (19.9
    )Legal settlements
    
    
    
    
    
    
    
    
    
    
    3,829
    
    
    
    1.8
    
    
    
    (3,829
    )
    
    
    (100.0
    )Impairment of goodwill and other
intangible assets
    
    
    
    
    
    
    
    
    
    
    9,133
    
    
    
    4.3
    
    
    
    (9,133
    )
    
    
    (100.0
    )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
    
    
    
    27.9Operating 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
   38




---



##### Table of Contents



Cost of Revenues
  Gross Profit
  Research and Development Expenses
  Selling, General and Administrative Expenses
  Amortization of Intangible Assets
   39




---



##### Table of Contents



Restructuring, Acquisition 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
   40




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##### Table of Contents



Income (Loss) From Discontinued Operations
  Year EndedJuly 3,
    
    
    June 27,2010
    
    
    2009
    
    
    Change(Thousands, except percentages)Revenues
    
    $
    
    
    
    $
    24,829
    
    
    $
    (24,829
    )Cost of revenues
    
    
    
    
    
    
    17,113
    
    
    
    (17,113
    )Gross profit
    
    
    
    
    
    
    7,716
    
    
    
    (7,716
    )Gross margin rate
    
    
    
    
    
    
    31.1
    %Operating expenses
    
    
    
    
    
    
    14,106
    
    
    
    (14,106
    )Other income (expense), net
    
    
    1,420
    
    
    
    53
    
    
    
    1,367Income (loss) from discontinued operations
before income taxes
    
    
    1,420
    
    
    
    (6,337
    )
    
    
    7,757Income tax provision
    
    
    
    
    
    
    50
    
    
    
    (50
    )Net income (loss) from discontinued operations
    
    $
    1,420
    
    
    $
    (6,387
    )
    
    $
    7,807
 Business Combinations
 Liquidity and Capital Resources
 Cash flows from Operating Activities
    41




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##### Table of Contents



Cash flows from Investing Activities
    Cash Flows from Financing Activities
    Effect of Exchange Rates on Cash and Cash Equivalents for the Years Ended July 2, 2011, July 3,
2010 and June 27, 2009
   42




---



##### Table of Contents



Credit Facility
         43




---



##### Table of Contents



Future Cash Requirements
   Risk Management  Foreign Currency Risk
   44




---



##### Table of Contents



Contractual Obligations
  Operating
    
    
    Sublease
    
    
    Purchase
    
    
    Long-TermLeases
    
    
    Income
    
    
    Obligations
    
    
    Obligations(Thousands)Fiscal Year:2012
    
    $
    6,653
    
    
    $
    (238
    )
    
    $
    86,888
    
    
    $
    1382013
    
    
    4,206
    
    
    
    (128
    )
    
    
    
    
    
    
    72014
    
    
    3,634
    
    
    
    (128
    )
    
    
    
    
    
    
    2015
    
    
    3,425
    
    
    
    (84
    )
    
    
    
    
    
    
    2016
    
    
    3,334
    
    
    
    (62
    )
    
    
    
    
    
    
    Thereafter
    
    
    24,039
    
    
    
    
    
    
    
    
    
    
    
    $
    45,291
    
    
    $
    (640
    )
    
    $
    86,888
    
    
    $
    145
  Off-Balance Sheet Arrangements
    Recent Accounting Pronouncements
 Business and Summary of Significant Accounting Policies
 Application of Critical Accounting Policies and Estimates
   45




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##### Table of Contents




    
    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
 Revenue Recognition and Sales Returns
   Inventory Valuation
  Business Combinations
 Business
Combinations
  46




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##### 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);
  47




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##### Table of Contents




    
    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
      48




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##### Table of Contents



Accounting for Stock-Based Compensation
 Stock-based Compensation
 Income Taxes
   
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Interest rates
    49




---



##### Table of Contents



Foreign currency
   Hedging Program
  
 Item 8.
    
    Financial Statements and Supplementary Data
  
 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
   50




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##### Table of Contents



(b) Managements Report on Internal Control Over Financial Reporting
     (c) Changes in Internal Control over Financial Reporting
  
 Item 9B.
    
    Other Information
  
 PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
  
 Item 11.
    
    Executive Compensation
   51




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##### Table of Contents



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
 Item 14.
    
    Principal Accounting Fees and Services
  
 PART IV
 
 Item 15.
    
    Exhibits, Financial Statement Schedules
         52




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##### Table of Contents



SIGNATURES
  OCLARO, INC.
(Registrant)September 9, 2011
    By:
    /s/ Alain CouderAlain CouderChairman of the Board and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Alain Couder

Alain Couder
    
    Chairman of the Board and
Chief Executive Officer

(Principal Executive Officer)
    
    September 9, 2011/s/ Jerry Turin

Jerry Turin
    
    Chief Financial Officer
(Principal Financial and
Accounting Officer)
    
    September 9, 2011/s/ Giovanni Barbarossa

Giovanni Barbarossa
    
    Director
    
    September 9, 2011/s/ Edward B. Collins

Edward B. Collins
    
    Director
    
    September 9, 2011/s/ Greg Dougherty

Greg Dougherty
    
    Director
    
    September 9, 2011/s/ Lori Holland

Lori Holland
    
    Director
    
    September 9, 2011/s/ Marissa Peterson

Marissa Peterson
    
    Director
    
    September 9, 2011/s/ Joel Smith III

Joel Smith III
    
    Director
    
    September 9, 2011
  53




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##### 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




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated Framework
  
  F-2




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
ControlIntegrated Framework
    Internal ControlIntegrated Framework
   
  F-3




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##### Table of Contents



OCLARO, INC.
 
 CONSOLIDATED BALANCE SHEETS
 July 2, 2011
    
    
    July 3, 2010(Thousands, except par value)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    62,783
    
    
    $
    107,176Restricted cash
    
    
    574
    
    
    
    4,458Accounts receivable, net of allowances for doubtful accounts and
sales returns of $1,122 and $1,054 in 2011 and $2,046 and $645
in 2010
    
    
    82,868
    
    
    
    93,412Inventories
    
    
    102,201
    
    
    
    62,570Prepaid expenses and other current assets
    
    
    16,495
    
    
    
    14,905Total current assets
    
    
    264,921
    
    
    
    282,521Property and equipment, net
    
    
    69,374
    
    
    
    37,516Other intangible assets, net
    
    
    19,698
    
    
    
    10,610Goodwill
    
    
    10,904
    
    
    
    20,000Other non-current assets
    
    
    10,277
    
    
    
    10,148Total assets
    
    $
    375,174
    
    
    $
    360,795LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    66,179
    
    
    $
    50,103Accrued expenses and other liabilities
    
    
    60,703
    
    
    
    35,404Total current liabilities
    
    
    126,882
    
    
    
    85,507Deferred gain on sale-leaseback
    
    
    12,920
    
    
    
    12,969Other non-current liabilities
    
    
    6,277
    
    
    
    9,785Total liabilities
    
    
    146,079
    
    
    
    108,261Commitments 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;
50,476 and 49,396 shares issued and outstanding at July 2, 2011
and July 3, 2010, respectively
    
    
    505
    
    
    
    494Additional paid-in capital
    
    
    1,313,931
    
    
    
    1,304,779Accumulated other comprehensive income
    
    
    40,730
    
    
    
    26,907Accumulated deficit
    
    
    (1,126,071
    )
    
    
    (1,079,646
    )Total stockholders equity
    
    
    229,095
    
    
    
    252,534Total liabilities and stockholders equity
    
    $
    375,174
    
    
    $
    360,795
 The accompanying notes form an integral part of these consolidated financial statements.
  F-4




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##### Table of Contents



OCLARO, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year EndedJuly 2, 2011
    
    
    July 3, 2010
    
    
    June 27, 2009(Thousands, except per share amounts)Revenues
    
    $
    466,505
    
    
    $
    392,545
    
    
    $
    210,923Cost of revenues
    
    
    342,869
    
    
    
    283,751
    
    
    
    164,425Gross profit
    
    
    123,636
    
    
    
    108,794
    
    
    
    46,498Operating expenses:Research and development
    
    
    65,492
    
    
    
    41,496
    
    
    
    26,147Selling, general and administrative
    
    
    62,767
    
    
    
    56,378
    
    
    
    34,899Amortization of intangible assets
    
    
    2,805
    
    
    
    951
    
    
    
    487Restructuring, acquisition and related costs
    
    
    4,469
    
    
    
    5,468
    
    
    
    6,826Legal settlements
    
    
    1,678
    
    
    
    
    
    
    
    3,829Impairment of goodwill and other intangible assets
    
    
    20,000
    
    
    
    
    
    
    
    9,133(Gain) loss on sale of property and equipment
    
    
    35
    
    
    
    (333
    )
    
    
    (12
    )Total operating expenses
    
    
    157,246
    
    
    
    103,960
    
    
    
    81,309Operating income (loss)
    
    
    (33,610
    )
    
    
    4,834
    
    
    
    (34,811
    )Other income (expense):Interest income
    
    
    16
    
    
    
    36
    
    
    
    575Interest expense
    
    
    (2,011
    )
    
    
    (367
    )
    
    
    (543
    )Gain (loss) on foreign currency translation
    
    
    (9,174
    )
    
    
    2,494
    
    
    
    11,094Other income (expense)
    
    
    
    
    
    
    4,892
    
    
    
    (685
    )Total other income (expense)
    
    
    (11,169
    )
    
    
    7,055
    
    
    
    10,441Income (loss) from continuing operations before income taxes
    
    
    (44,779
    )
    
    
    11,889
    
    
    
    (24,370
    )Income tax provision
    
    
    1,646
    
    
    
    928
    
    
    
    1,399Income (loss) from continuing operations
    
    
    (46,425
    )
    
    
    10,961
    
    
    
    (25,769
    )Income (loss) from discontinued operations, net of tax
    
    
    
    
    
    
    1,420
    
    
    
    (6,387
    )Net income (loss)
    
    $
    (46,425
    )
    
    $
    12,381
    
    
    $
    (32,156
    )Basic net income (loss) per share:Income (loss) from continuing operations
    
    $
    (0.96
    )
    
    $
    0.27
    
    
    $
    (1.12
    )Income (loss) from discontinued operations
    
    
    
    
    
    
    0.04
    
    
    
    (0.28
    )Net income (loss) per share
    
    $
    (0.96
    )
    
    $
    0.31
    
    
    $
    (1.40
    )Diluted net income (loss) per share:Income (loss) from continuing operations
    
    $
    (0.96
    )
    
    $
    0.26
    
    
    $
    (1.12
    )Income (loss) from discontinued operations
    
    
    
    
    
    
    0.03
    
    
    
    (0.28
    )Net income (loss) per share
    
    $
    (0.96
    )
    
    $
    0.29
    
    
    $
    (1.40
    )Shares used in computing net income (loss) per share:Basic
    
    
    48,444
    
    
    
    40,322
    
    
    
    22,969Diluted
    
    
    48,444
    
    
    
    42,262
    
    
    
    22,969
 The accompanying notes form an integral part of these consolidated financial statements.
  F-5




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##### Table of Contents



OCLARO, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year EndedJuly 2, 2011
    
    
    July 3, 2010
    
    
    June 27, 2009(Thousands)Cash flows from operating activities:Net income (loss)
    
    $
    (46,425
    )
    
    $
    12,381
    
    
    $
    (32,156
    )Adjustments to reconcile net income (loss) to net cash used in operating activities:Accretion on short-term investments
    
    
    
    
    
    
    22
    
    
    
    (100
    )Amortization of deferred gain on sale-leaseback
    
    
    (942
    )
    
    
    (863
    )
    
    
    (938
    )Change in fair value of value protection guarantee
    
    
    
    
    
    
    (946
    )
    
    
    Depreciation and amortization
    
    
    18,125
    
    
    
    11,811
    
    
    
    12,491(Gain) loss on sale of property and equipment
    
    
    35
    
    
    
    (333
    )
    
    
    (8
    )Gain on bargain purchase
    
    
    
    
    
    
    (5,267
    )
    
    
    Gain on sale of New Focus business
    
    
    
    
    
    
    (1,420
    )
    
    
    Impairment of goodwill and other intangible assets
    
    
    20,000
    
    
    
    
    
    
    
    11,915Impairment (recovery) of short-term investments
    
    
    
    
    
    
    (28
    )
    
    
    706Stock-based compensation expense
    
    
    6,304
    
    
    
    4,432
    
    
    
    4,436Changes in operating assets and liabilities:Accounts receivable, net
    
    
    20,706
    
    
    
    (34,914
    )
    
    
    (821
    )Inventories
    
    
    (30,921
    )
    
    
    3,339
    
    
    
    6,859Prepaid expenses and other current assets
    
    
    (263
    )
    
    
    (2,400
    )
    
    
    533Other non-current assets
    
    
    (159
    )
    
    
    1,062
    
    
    
    204Accounts payable
    
    
    10,831
    
    
    
    15,415
    
    
    
    (5,573
    )Accrued expenses and other liabilities
    
    
    (1,929
    )
    
    
    (7,560
    )
    
    
    (677
    )Net cash used in operating activities
    
    
    (4,638
    )
    
    
    (5,269
    )
    
    
    (3,129
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (41,631
    )
    
    
    (12,114
    )
    
    
    (9,231
    )Proceeds from sales of property and equipment
    
    
    209
    
    
    
    885
    
    
    
    32Purchases of available-for-sale investments
    
    
    
    
    
    
    
    
    
    
    (6,945
    )Sales and maturities of available-for-sale investments
    
    
    
    
    
    
    9,258
    
    
    
    29,200Transfer (to) from restricted cash
    
    
    4,002
    
    
    
    (256
    )
    
    
    (3,109
    )Purchase of intangibles and equipment from an asset purchase
    
    
    
    
    
    
    (250
    )
    
    
    Purchase of investment in a privately held company
    
    
    
    
    
    
    (7,500
    )
    
    
    Cash acquired from (paid for) business combinations
    
    
    (10,482
    )
    
    
    3,277
    
    
    
    11,482Net cash provided by (used in) investing activities
    
    
    (47,902
    )
    
    
    (6,700
    )
    
    
    21,429Cash flows from financing activities:Proceeds from issuance of common stock, net
    
    
    2,704
    
    
    
    77,390
    
    
    
    4Proceeds from borrowings under credit line
    
    
    
    
    
    
    2,500
    
    
    
    Repayment of borrowings under credit line and other loans
    
    
    
    
    
    
    (2,552
    )
    
    
    (62
    )Net cash provided by (used in) financing activities
    
    
    2,704
    
    
    
    77,338
    
    
    
    (58
    )Effect of exchange rate on cash and cash equivalents
    
    
    5,443
    
    
    
    (2,754
    )
    
    
    (6,544
    )Net increase (decrease) in cash and cash equivalents
    
    
    (44,393
    )
    
    
    62,615
    
    
    
    11,698Cash and cash equivalents at beginning of period
    
    
    107,176
    
    
    
    44,561
    
    
    
    32,863Cash and cash equivalents at end of period
    
    $
    62,783
    
    
    $
    107,176
    
    
    $
    44,561Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    163
    
    
    $
    244
    
    
    $
    220Cash paid for income taxes
    
    $
    1,325
    
    
    $
    184
    
    
    $
    177Supplemental disclosures of non-cash transactions:Issuance of common stock, stock options, restricted stock and warrants in merger the with Avanex
    
    $
    
    
    
    $
    
    
    
    $
    32,347Issuance of common stock and incurrence of escrow liability and value protection liability for the acquisition of Xtellus
    
    $
    
    
    
    $
    29,441
    
    
    $
    Incurrence of earnout liability related to the acquisition of Mintera
    
    $
    15,148
    
    
    $
    
    
    
    $
    
 The accompanying notes form an integral part of these consolidated financial statements.
  F-6




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##### Table of Contents



OCLARO, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)
 Accumulated
    
    
    
    
    
    
    
    
    
    
    TotalAdditional
    
    
    Other
    
    
    
    
    
    
    Comprehensive
    
    
    Stock-Common Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    Accumulated
    
    
    Income
    
    
    holdersShares
    
    
    Amount
    
    
    Capital
    
    
    Income
    
    
    Deficit
    
    
    (Loss)
    
    
    Equity(Thousands)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
    
    
    
    
    
    
    
    
    
    
    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
    
    
    
    
    
    
    
    
    
    
    4,512
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,512Comprehensive income:Unrealized gain on hedging transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    594
    
    
    
    
    
    
    
    594
    
    
    
    594Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,432
    )
    
    
    
    
    
    
    (3,432
    )
    
    
    (3,432
    )Pension adjustment, 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
    )
    
    
    
    
    
    $
    252,534Issuance of shares related to share awards and
restricted stock units
    
    
    565
    
    
    
    6
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares of common stock
    
    
    515
    
    
    
    5
    
    
    
    2,699
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,704Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    6,459
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,459Comprehensive loss:Unrealized gain on hedging transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    5
    
    
    
    5Unrealized loss on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (139
    )
    
    
    
    
    
    
    (139
    )
    
    
    (139
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,525
    
    
    
    
    
    
    
    15,525
    
    
    
    15,525Pension adjustment, net of tax benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,568
    )
    
    
    
    
    
    
    (1,568
    )
    
    
    (1,568
    )Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (46,425
    )
    
    
    (46,425
    )
    
    
    (46,425
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (32,602
    )Balance at July 2, 2011
    
    
    50,476
    
    
    $
    505
    
    
    $
    1,313,931
    
    
    $
    40,730
    
    
    $
    (1,126,071
    )
    
    
    
    
    
    $
    229,095
 The accompanying notes form an integral part of these consolidated financial statements.
  F-7




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##### Table of Contents



OCLARO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1. Business and Summary of Significant Accounting Policies
 Business
    Basis of Presentation
   Generally Accepted Accounting Principles FASB Accounting Standards Codification
 Use of Estimates
   F-8




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##### Table of Contents



Fiscal Years
  Cash and Cash Equivalents
   July 2, 2011
    
    
    July 3, 2010(Thousands)Cash and cash equivalents:Cash-in-bank
    
    $
    42,585
    
    
    $
    23,962Money market funds
    
    
    20,198
    
    
    
    83,214$
    62,783
    
    
    $
    107,176
 Concentration of Credit Risks
   Allowance for Doubtful Accounts and Sales Return Allowance
    F-9




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##### Table of Contents



Inventories
   July 2, 2011
    
    
    July 3, 2010(Thousands)Inventories:Raw materials
    
    $
    38,863
    
    
    $
    17,732Work-in-process
    
    
    37,084
    
    
    
    32,491Finished goods
    
    
    26,254
    
    
    
    12,347$
    102,201
    
    
    $
    62,570
 Property and Equipment
   July 2, 2011
    
    
    July 3, 2010(Thousands)Property and equipment, net:Buildings
    
    $
    17,640
    
    
    $
    16,104Plant and machinery
    
    
    149,120
    
    
    
    97,186Fixtures, fittings and equipment
    
    
    1,802
    
    
    
    1,142Computer equipment
    
    
    14,235
    
    
    
    12,232182,797
    
    
    
    126,664Less: accumulated depreciation
    
    
    (113,423
    )
    
    
    (89,148
    )$
    69,374
    
    
    $
    37,516
  Goodwill and Other Intangible Assets
   F-10




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##### Table of Contents



Non-Marketable Cost Method Investments
   Derivative Financial Instruments
   Accrued Expenses and Other Liabilities
  July 2, 2011
    
    
    July 3, 2010(Thousands)Accrued expenses and other liabilities:Trade payables
    
    $
    6,241
    
    
    $
    4,464Compensation and benefits related accruals
    
    
    11,097
    
    
    
    8,688Warranty accrual
    
    
    2,175
    
    
    
    2,437Restructuring accrual
    
    
    215
    
    
    
    4,338Escrow liability for Xtellus acquisition (1)
    
    
    7,000
    
    
    
    Earnout liability for Mintera acquisition (2)
    
    
    16,140
    
    
    
    Other accruals
    
    
    17,835
    
    
    
    15,477$
    60,703
    
    
    $
    35,404
 (1)
    
    Includes interest expense accrued during fiscal year 2011. In fiscal year 2011, we
reclassified this escrow liability from other non-current liabilities to accrued expenses
and other liabilities.(2)
    
    Includes interest expense accrued during fiscal year 2011. In fiscal year 2011, we
reclassified the non-current portion of this earnout liability from other non-current
liabilities to accrued expenses and other liabilities.  F-11




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##### Table of Contents



Warranty
  Revenue Recognition
    Research and Development Costs
  Advertising Costs
  Restructuring Expenses
  Impairment of Long-Lived Assets
   F-12




---



##### Table of Contents



Stock-Based Compensation
   Foreign Currency Transactions and Translation Gains and Losses
  Income Taxes
  Net Income (Loss) Per Share
  Recent Accounting Pronouncements
    F-13




---



##### Table of Contents



Fair Value Measurements
  Note 2. Fair Value
  Level 1 
 Level 2 
 Level 3 
  Business
Combinations
  F-14




---



##### Table of Contents



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
    
    $
    20,198
    
    
    $
    
    
    
    $
    
    
    
    $
    20,198Prepaid expenses and other current assets:Unrealized gain on currency instruments designated as cash flow hedges
    
    
    
    
    
    
    54
    
    
    
    
    
    
    
    54Other non-current assets:Marketable securities
    
    
    166
    
    
    
    
    
    
    
    
    
    
    
    166Total assets measured at fair value
    
    $
    20,364
    
    
    $
    54
    
    
    $
    
    
    
    $
    20,418Liabilities:Accrued expenses and other liabilities:Earnout liability for Mintera acquisition (2)
    
    
    
    
    
    
    
    
    
    
    16,140
    
    
    
    16,140Total liabilities measured at fair value
    
    $
    
    
    
    $
    
    
    
    $
    16,140
    
    
    $
    16,140
 (1)
    
    Excludes $42.6 million in cash held in our bank accounts at July 2, 2011.(2)
    
    Includes interest expense accrued during fiscal year 2011.  Fair Value Measured and Recorded UsingSignificant Unobservable Inputs (Level 3)Accrued Expenses
    
    
    Otherand Other
    
    
    Non-CurrentLiabilities
    
    
    Liabilities(Thousands)Balance at July 3, 2010
    
    $
    
    
    
    $
    Earnout liabilities from Mintera acquisition
    
    
    4,338
    
    
    
    10,810Interest expense on Mintera earnout liabilities
    
    
    280
    
    
    
    712Reclass Mintera earnout liability from non-current to current liability (1)
    
    
    11,522
    
    
    
    (11,522
    )Balance at July 2, 2011
    
    $
    16,140
    
    
    $
    
 (1)
    
    In fiscal year 2011, we reclassified the non-current portion of this earnout liability
from other non-current liabilities to accrued expenses and other liabilities.  F-15




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##### Table of Contents



Derivative Financial Instruments
  Note 3. Business Combinations
  Business Combinations
 Fiscal Year 2009
 Merger of Oclaro and Avanex
    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 non-current liabilities
    
    
    (4,377
    )Total purchase price
    
    $
    36,229
  F-16




---



##### Table of Contents



Fiscal Year 2010
 Sale of the New Focus Business and Acquisition of Newports High-Power Laser Diodes Business
  .
  Year EndedJuly 3, 2010
    
    
    June 27, 2009(Thousands)Revenues
    
    $
    
    
    
    $
    24,829Cost of revenues
    
    
    
    
    
    
    17,113Gross profit
    
    
    
    
    
    
    7,716Operating expenses
    
    
    
    
    
    
    14,106Other income (expense), net
    
    
    1,420
    
    
    
    53Income (loss) from discontinued operations
before income taxes
    
    
    1,420
    
    
    
    (6,337
    )Income tax provision
    
    
    
    
    
    
    50Income (loss) from discontinued operations
    
    $
    1,420
    
    
    $
    (6,387
    )
   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 assets acquired and liabilities assumed
    
    
    15,167Gain on bargain purchase
    
    
    (5,267
    )Total purchase price
    
    $
    9,900
  F-17




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##### Table of Contents



Acquisition of Xtellus
     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
    
    
    946Total consideration
    
    $
    29,441
  F-18




---



##### Table of Contents



Purchase 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 non-current liabilities
    
    
    (481
    )Fair value of assets acquired and liabilities assumed
    
    
    9,441Goodwill
    
    
    20,000Total purchase price
    
    $
    29,441
  Fiscal Year 2011
 Acquisition of Mintera
   F-19




---



##### Table of Contents



Total Consideration(Thousands)Consideration to security holders and creditors of Mintera
    
    $
    12,000Less: Unpaid liabilities of Mintera security holders assumed by Oclaro
    
    
    (1,518
    )Net cash paid to security holders and creditors of Mintera
    
    
    10,482Estimated fair value for the 12-month earnout liability
    
    
    4,338Estimated fair value for the 18-month earnout liability
    
    
    10,810Total estimated fair value for the earnout liabilities
    
    
    15,148Total consideration
    
    $
    25,630
  Purchase Price(Thousands)Restricted cash
    
    $
    41Accounts receivable, net
    
    
    3,053Inventories
    
    
    2,592Prepaid expenses and other current assets
    
    
    130Property and equipment
    
    
    3,202Other intangible assets
    
    
    11,740Accounts payable
    
    
    (1,947
    )Accrued expenses and other current liabilities
    
    
    (4,085
    )Fair value of assets acquired and liabilities assumed
    
    
    14,726Goodwill
    
    
    10,904Total purchase price
    
    $
    25,630
  Unaudited Pro Forma Financial Information
  Year EndedJuly 2, 2011
    
    
    July 3, 2010(Unaudited, thousands)Revenues
    
    $
    466,973
    
    
    $
    412,039Loss from continuing operations
    
    $
    (48,783
    )
    
    $
    (1,219
    )Net income (loss)
    
    $
    (48,783
    )
    
    $
    201Net income (loss) per share  Basic
    
    $
    (1.01
    )
    
    $
    Net income (loss) per share  Diluted
    
    $
    (1.01
    )
    
    $
    Shares used in computing net income (loss) per share  Basic
    
    
    48,444
    
    
    
    40,322Shares used in computing net income (loss) per share  Diluted
    
    
    48,444
    
    
    
    42,262
  F-20




---



##### Table of Contents



Note 4. Goodwill and Other Intangible Assets
 Additions
     Impairment Assessments
     F-21




---



##### Table of Contents



Amortization
   Total(Thousands)Balance at June 28, 2008
    
    $
    7,881Impairment
    
    
    (7,881
    )Balance at June 27, 2009
    
    
    Addition arising from Xtellus acquisition
    
    
    20,000Balance at July 3, 2010
    
    
    20,000Addition arising from Mintera acquisition
    
    
    10,904Impairment
    
    
    (20,000
    )Balance at July 2, 2011
    
    $
    10,904
  Core and
    
    
    DevelopmentCurrent
    
    
    and Supply
    
    
    Customer
    
    
    Patent
    
    
    OtherTechnology
    
    
    Agreements
    
    
    Relationships
    
    
    Portfolio
    
    
    Intangibles
    
    
    Amortization
    
    
    Total(Thousands)Balance at June 28, 2008
    
    $
    12,654
    
    
    $
    4,026
    
    
    $
    1,168
    
    
    $
    2,216
    
    
    $
    135
    
    
    $
    (12,370
    )
    
    $
    7,829Disposals
    
    
    (2,734
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,734
    
    
    
    Impairment and
amortization
    
    
    (2,925
    )
    
    
    
    
    
    
    (300
    )
    
    
    (809
    )
    
    
    
    
    
    
    (1,229
    )
    
    
    (5,263
    )Translations and
adjustments
    
    
    (345
    )
    
    
    (773
    )
    
    
    (149
    )
    
    
    (22
    )
    
    
    
    
    
    
    674
    
    
    
    (615
    )Balance at June 27, 2009
    
    
    6,650
    
    
    
    3,253
    
    
    
    719
    
    
    
    1,385
    
    
    
    135
    
    
    
    (10,191
    )
    
    
    1,951Additions
    
    
    4,921
    
    
    
    
    
    
    
    1,760
    
    
    
    2,780
    
    
    
    310
    
    
    
    
    
    
    
    9,771Disposals
    
    
    (6,650
    )
    
    
    
    
    
    
    (719
    )
    
    
    (1,385
    )
    
    
    (135
    )
    
    
    8,889
    
    
    
    Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (951
    )
    
    
    (951
    )Translations and
adjustments
    
    
    (12
    )
    
    
    (197
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48
    
    
    
    (161
    )Balance at July 3, 2010
    
    
    4,909
    
    
    
    3,056
    
    
    
    1,760
    
    
    
    2,780
    
    
    
    310
    
    
    
    (2,205
    )
    
    
    10,610Additions
    
    
    6,030
    
    
    
    3,350
    
    
    
    1,440
    
    
    
    130
    
    
    
    790
    
    
    
    
    
    
    
    11,740Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,805
    )
    
    
    (2,805
    )Translations and
adjustments
    
    
    
    
    
    
    153
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    153Balance at July 2, 2011
    
    $
    10,939
    
    
    $
    6,559
    
    
    $
    3,200
    
    
    $
    2,910
    
    
    $
    1,100
    
    
    $
    (5,010
    )
    
    $
    19,698
  F-22




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##### Table of Contents



Note 5. Restructuring Liabilities
 Fiscal Year 2009
   Fiscal Year 2010
   Fiscal Year 2011
     F-23




---



##### Table of Contents



Lease
    
    
    TerminationCancellations,
    
    
    Payments to
    
    
    TotalCommitments
    
    
    Employees
    
    
    Accruedand Other
    
    
    and Related
    
    
    RestructuringCharges
    
    
    Costs
    
    
    Charges
    
    
    Current
    
    
    Non-Current(Thousands)Balance at June 28, 2008
    
    $
    2,074
    
    
    $
    754
    
    
    $
    2,828
    
    
    $
    1,720
    
    
    $
    1,108Charged to restructuring costs
    
    
    2,027
    
    
    
    5,693
    
    
    
    7,720Paid or written off
    
    
    (1,966
    )
    
    
    (1,682
    )
    
    
    (3,648
    )Adjustments
    
    
    6,185
    
    
    
    (46
    )
    
    
    6,139Balance at June 27, 2009
    
    
    8,320
    
    
    
    4,719
    
    
    
    13,039
    
    
    $
    9,485
    
    
    $
    3,554Charged to restructuring costs
    
    
    1,694
    
    
    
    2,706
    
    
    
    4,400Paid or written off
    
    
    (5,422
    )
    
    
    (7,254
    )
    
    
    (12,676
    )Adjustments
    
    
    (485
    )
    
    
    60
    
    
    
    (425
    )Balance at July 3, 2010
    
    
    4,107
    
    
    
    231
    
    
    
    4,338
    
    
    $
    4,338
    
    
    $
    Charged to restructuring costs
    
    
    14
    
    
    
    1,465
    
    
    
    1,479Paid or written off
    
    
    (3,365
    )
    
    
    (1,453
    )
    
    
    (4,818
    )Adjustments
    
    
    (541
    )
    
    
    (243
    )
    
    
    (784
    )Balance at July 2, 2011
    
    $
    215
    
    
    $
    
    
    
    $
    215
    
    
    $
    215
    
    
    $
    
 Note 6. Credit Agreement
 Subsequent Event
     F-24




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##### Table of Contents



Note 7. Post-Retirement Benefits
 4 01(k) Plan
  Defined Contribution Plan
  Switzerland Defined Benefit Plan
    F-25




---



##### Table of Contents



Year EndedJuly 2, 2011
    
    
    July 3, 2010(Thousands)Change in projected benefit obligation:Projected benefit obligation, beginning of period
    
    $
    21,732
    
    
    $
    19,664Service cost
    
    
    1,892
    
    
    
    1,523Interest cost
    
    
    840
    
    
    
    690Participant contributions
    
    
    1,158
    
    
    
    801Benefits paid (received)
    
    
    422
    
    
    
    (933
    )Actuarial gain on obligation
    
    
    (463
    )
    
    
    (536
    )Currency translation adjustment
    
    
    6,046
    
    
    
    523Projected benefit obligation, end of period
    
    $
    31,627
    
    
    $
    21,732Change in plan assets:Plan assets at fair value, beginning of period
    
    $
    20,263
    
    
    $
    18,610Actual return on plan assets
    
    
    (768
    )
    
    
    (334
    )Employer contributions
    
    
    2,378
    
    
    
    1,624Participant contributions
    
    
    1,158
    
    
    
    801Benefits paid (received)
    
    
    422
    
    
    
    (934
    )Currency translation adjustment
    
    
    5,637
    
    
    
    496Plan assets at fair value, end of period
    
    $
    29,090
    
    
    $
    20,263Amounts recognized in consolidated balance sheets:Other non-current assets:Deferred tax asset
    
    $
    316
    
    
    $
    316Other non-current liabilities:Underfunded pension liability
    
    $
    2,537
    
    
    $
    1,469Amounts recognized in accumulated other
comprehensive income (loss), net of tax:Pension adjustment
    
    $
    2,721
    
    
    $
    1,153Accumulated benefit obligation, end of period
    
    $
    27,340
    
    
    $
    18,113
  Year EndedJuly 2, 2011
    
    
    July 3, 2010(Thousands)Service cost
    
    $
    1,892
    
    
    $
    1,523Interest cost
    
    
    840
    
    
    
    690Expected return on plan assets
    
    
    (1,115
    )
    
    
    (794
    )Net periodic pension cost
    
    $
    1,617
    
    
    $
    1,419
  F-26




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##### Table of Contents



Year EndedJuly 2, 2011
    
    
    July 3, 2010Discount rate
    
    
    3.0
    %
    
    
    3.0
    %Salary increase rate
    
    
    2.0
    %
    
    
    2.0
    %Expected return on plan assets
    
    
    4.0
    %
    
    
    4.0
    %Expected average remaining working life (in years)
    
    
    13.8
    
    
    
    13.7
   July 2, 2011
    
    
    July 3, 2010Fixed income investments
    
    
    33.0
    %
    
    
    24.0
    %Equity investments
    
    
    48.0
    %
    
    
    48.0
    %Real estate
    
    
    10.0
    %
    
    
    11.0
    %Cash
    
    
    7.0
    %
    
    
    15.0
    %Alternative investments
    
    
    2.0
    %
    
    
    2.0
    %100.0
    %
    
    
    100.0
    %
 Fair Value
  Note 8. Commitments and Contingencies
 Guarantees
    F-27




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##### Table of Contents



Warranty accrual
   Year EndedJuly 2, 2011
    
    
    July 3, 2010
    
    
    June 27, 2009(Thousands)Warranty provision  beginning of period
    
    $
    2,437
    
    
    $
    2,228
    
    
    $
    2,598Warranties assumed in acquisitions
    
    
    357
    
    
    
    261
    
    
    
    250Warranties issued
    
    
    1,933
    
    
    
    3,516
    
    
    
    2,811Warranties utilized or expired
    
    
    (2,661
    )
    
    
    (3,426
    )
    
    
    (3,000
    )Currency translation adjustment
    
    
    109
    
    
    
    (142
    )
    
    
    (431
    )Warranty provision  end of period
    
    $
    2,175
    
    
    $
    2,437
    
    
    $
    2,228
 Litigation
 In re New Focus, Inc. Initial Public Offering Securities Litigation
 In re Initial Public
Offering Securities Litigation
  et al.
  F-28




---



##### Table of Contents



Sale-Leaseback
    F-29




---



##### Table of Contents



Operating Leases
  Operating Lease
    
    
    SubleasePayments
    
    
    Income(Thousands)Fiscal Year:2012
    
    $
    6,653
    
    
    $
    (238
    )2013
    
    
    4,206
    
    
    
    (128
    )2014
    
    
    3,634
    
    
    
    (128
    )2015
    
    
    3,425
    
    
    
    (84
    )2016
    
    
    3,334
    
    
    
    (62
    )Thereafter
    
    
    24,039
    
    
    
    $
    45,291
    
    
    $
    (640
    )
  Note 9. Stockholders Equity
 Common Stock
      F-30




---



##### Table of Contents



Warrants
  Weighted-Warrants
    
    
    AverageOutstanding
    
    
    Exercise Price(Thousands)Balance 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
    
    
    
    18.78Expired on January 13, 2011
    
    
    (217
    )
    
    
    35.00Expired on April 24, 2011
    
    
    (1
    )
    
    
    200.00Balance at July 2, 2011
    
    
    1,398
    
    
    $
    16.18
   Preferred Stock
  Accumulated Other Comprehensive Income
  July 2, 2011
    
    
    July 3, 2010(Thousands)Currency
translation adjustments, net of tax
    
    $
    43,536
    
    
    $
    28,011Unrealized gain on currency instruments designated
as cash flow hedges
    
    
    54
    
    
    
    49Unrealized loss on marketable securities
    
    
    (139
    )
    
    
    Adjustment for the Swiss defined benefit plan
    
    
    (2,721
    )
    
    
    (1,153
    )$
    40,730
    
    
    $
    26,907
  F-31




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##### Table of Contents



Note 10. Employee Stock Plans
     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 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
    
    
    
    6.42Granted
    
    
    (1,466
    )
    
    
    852
    
    
    
    11.57
    
    
    
    564
    
    
    
    11.60Exercised or released
    
    
    
    
    
    
    (515
    )
    
    
    4.64
    
    
    
    (255
    )
    
    
    5.78Cancelled or forfeited
    
    
    104
    
    
    
    (173
    )
    
    
    12.01
    
    
    
    (213
    )
    
    
    6.89Increase in available for grant
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balances at July 2, 2011
    
    
    3,727
    
    
    
    3,350
    
    
    $
    9.38
    
    
    
    799
    
    
    $
    10.15
  F-32




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##### Table of Contents



Weighted-Weighted-
    
    
    Average
    
    
    AggregateAverage
    
    
    Remaining
    
    
    IntrinsicShares
    
    
    Exercise Price
    
    
    Contractual Life
    
    
    Value(Thousands)
    
    
    
    
    
    (Years)
    
    
    (Thousands)Options exercisable at July 2, 2011
    
    
    1,510
    
    
    $
    11.24
    
    
    
    6.3
    
    
    $
    2,311Options outstanding at July 2, 2011
    
    
    3,350
    
    
    
    9.38
    
    
    
    7.4
    
    
    
    4,720
  Note 11. Stock-based Compensation
   Year EndedJuly 2, 2011
    
    
    July 3, 2010
    
    
    June 27, 2009Expected life
    
    4.5 years
    
    
    4.5 years
    
    
    4.5 yearsRisk-free interest rate
    
    
    1.3
    %
    
    
    2.2
    %
    
    
    2.4
    %Volatility
    
    
    96.8
    %
    
    
    98.6
    %
    
    
    83.5
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    
  F-33




---



##### Table of Contents



Year EndedJuly 2, 2011
    
    
    July 3, 2010
    
    
    June 27, 2009(thousands)Stock-based compensation by category of expense:Cost of revenues
    
    $
    1,385
    
    
    $
    1,110
    
    
    $
    1,168Research and development
    
    
    1,414
    
    
    
    1,090
    
    
    
    888Selling, general and administrative
    
    
    3,505
    
    
    
    2,232
    
    
    
    2,016Income (loss) from discontinued operations
    
    
    
    
    
    
    
    
    
    
    364$
    6,304
    
    
    $
    4,432
    
    
    $
    4,436Stock-based compensation by type of award:Stock options
    
    $
    3,656
    
    
    $
    2,865
    
    
    $
    3,477Restricted stock awards
    
    
    2,803
    
    
    
    1,646
    
    
    
    787Inventory adjustment to cost of revenues
    
    
    (155
    )
    
    
    (79
    )
    
    
    172$
    6,304
    
    
    $
    4,432
    
    
    $
    4,436
  Note 12. Income Taxes
  Year EndedJuly 2, 2011
    
    
    July 3, 2010
    
    
    June 27, 2009(Thousands)Domestic
    
    $
    (33,205
    )
    
    $
    (6,211
    )
    
    $
    (18,064
    )Foreign
    
    
    (11,574
    )
    
    
    18,100
    
    
    
    (6,306
    )$
    (44,779
    )
    
    $
    11,889
    
    
    $
    (24,370
    )
  Year EndedJuly 2, 2011
    
    
    July 3, 2010
    
    
    June 27, 2009(Thousands)Current:Domestic
    
    $
    36
    
    
    $
    61
    
    
    $
    Foreign
    
    
    2,279
    
    
    
    2,175
    
    
    
    1,399Deferred:Foreign
    
    
    (669
    )
    
    
    (1,308
    )
    
    
    $
    1,646
    
    
    $
    928
    
    
    $
    1,399
 .
  F-34




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##### Table of Contents



Year EndedJuly 2, 2011
    
    
    July 3, 2010
    
    
    June 27, 2009(Thousands)Tax expense (benefit) at U.S. federal
statutory rate
    
    $
    (15,225
    )
    
    $
    4,043
    
    
    $
    (8,286
    )Tax expense (benefit) at state statutory rate
    
    
    (3,846
    )
    
    
    189
    
    
    
    (592
    )Permanent adjustments
    
    
    (1,329
    )
    
    
    (1,466
    )
    
    
    3,278Foreign rate differential
    
    
    2,642
    
    
    
    (2,152
    )
    
    
    (427
    )Change in valuation allowance
    
    
    10,730
    
    
    
    240
    
    
    
    7,034Non-deductible goodwill impairment loss
    
    
    8,533
    
    
    
    
    
    
    
    Other
    
    
    141
    
    
    
    74
    
    
    
    392Provision for income taxes
    
    $
    1,646
    
    
    $
    928
    
    
    $
    1,399
   July 2, 2011
    
    
    July 3, 2010(Thousands)Deferred tax assets:Net operating loss carryforwards
    
    $
    185,910
    
    
    $
    176,738Depreciation and capital losses
    
    
    57,153
    
    
    
    64,230Capitalized research and development
    
    
    15,119
    
    
    
    6,602Tax credit carryforwards
    
    
    4,664
    
    
    
    5,882Accruals and reserves
    
    
    3,648
    
    
    
    5,241Stock-based compensation
    
    
    1,927
    
    
    
    2,432Other asset impairments
    
    
    1,670
    
    
    
    1,678Foreign pension plan
    
    
    741
    
    
    
    316Inventory valuation
    
    
    408
    
    
    
    333Other
    
    
    188
    
    
    
    Gross deferred tax assets
    
    
    271,428
    
    
    
    263,452Valuation allowance
    
    
    (263,243
    )
    
    
    (251,447
    )Deferred tax assets
    
    
    8,185
    
    
    
    12,005Deferred tax liabilities:Acquired intangibles
    
    
    (6,558
    )
    
    
    (2,539
    )Other deferred liabilities
    
    
    
    
    
    
    (7,842
    )Deferred tax liabilities
    
    
    (6,558
    )
    
    
    (10,381
    )Total net deferred tax assets
    
    $
    1,627
    
    
    $
    1,624
   F-35




---



##### Table of Contents



Year EndedJuly 2, 2011
    
    
    July 3, 2010(Thousands)Balance at beginning of period
    
    $
    8,397
    
    
    $
    2,451Additions for tax positions related to the current year
    
    
    378
    
    
    
    598Additions for tax positions related to prior years
    
    
    1,922
    
    
    
    5,348Reductions for tax positions related to prior years
    
    
    (3,844
    )
    
    
    Balance at end of period
    
    $
    6,853
    
    
    $
    8,397
    F-36




---



##### Table of Contents



Note 13. Net Income (loss) Per Share
  Year EndedJuly 2, 2011
    
    
    July 3, 2010
    
    
    June 27, 2009(Thousands, except per share amounts)Net income (loss)
    
    $
    (46,425
    )
    
    $
    12,381
    
    
    $
    (32,156
    )Weighted average shares  basic
    
    
    48,444
    
    
    
    40,322
    
    
    
    22,969Effect of dilutive potential common shares from:Stock options
    
    
    
    
    
    
    1,059
    
    
    
    Restricted stock awards
    
    
    
    
    
    
    535
    
    
    
    Obligations under escrow agreement
    
    
    
    
    
    
    346
    
    
    
    Weighted average shares  diluted
    
    
    48,444
    
    
    
    42,262
    
    
    
    22,969Basic net income (loss) per share
    
    $
    (0.96
    )
    
    $
    0.31
    
    
    $
    (1.40
    )Diluted net income (loss) per share
    
    $
    (0.96
    )
    
    $
    0.29
    
    
    $
    (1.40
    )
    Note 14. Geographic and Customer Concentration Information
 Geographic Information
  Year EndedJuly 2, 2011
    
    
    July 3, 2010
    
    
    June 27, 2009(Thousands)United States
    
    $
    80,350
    
    
    $
    75,907
    
    
    $
    42,776Canada
    
    
    13,090
    
    
    
    14,845
    
    
    
    14,596Europe
    
    
    126,310
    
    
    
    96,387
    
    
    
    53,236Asia
    
    
    219,777
    
    
    
    176,534
    
    
    
    86,951Rest of world
    
    
    26,978
    
    
    
    28,872
    
    
    
    13,364$
    466,505
    
    
    $
    392,545
    
    
    $
    210,923
  F-37




---



##### Table of Contents



Long-lived Tangible Assets
    
    
    Total AssetsJuly 2, 2011
    
    
    July 3, 2010
    
    
    July 2, 2011
    
    
    July 3, 2010(Thousands)United States
    
    $
    8,048
    
    
    $
    8,213
    
    
    $
    98,248
    
    
    $
    151,821Canada
    
    
    232
    
    
    
    275
    
    
    
    799
    
    
    
    886Europe
    
    
    16,096
    
    
    
    8,824
    
    
    
    167,350
    
    
    
    139,383Asia
    
    
    44,998
    
    
    
    20,204
    
    
    
    108,777
    
    
    
    68,705$
    69,374
    
    
    $
    37,516
    
    
    $
    375,174
    
    
    $
    360,795
 Significant Customers and Concentration of Credit Risk
   Note 15. Related Party Transactions
  Note 16. Subsequent Event
 Credit Agreement
     F-38




---



##### Table of Contents



Note 17. Selected Quarterly Consolidated Financial Data (Unaudited)
   F-39




---



##### Table of Contents



Quarter EndedJuly 2,
    
    
    April 2,
    
    
    January 1,
    
    
    October 2,2011
    
    
    2011
    
    
    2011
    
    
    2010(Thousands)Revenues
    
    $
    109,178
    
    
    $
    115,681
    
    
    $
    120,299
    
    
    $
    121,347Cost of revenues
    
    
    84,523
    
    
    
    87,269
    
    
    
    84,556
    
    
    
    86,521Gross profit
    
    
    24,655
    
    
    
    28,412
    
    
    
    35,743
    
    
    
    34,826Operating expenses
    
    
    (58,285
    )
    
    
    (35,052
    )
    
    
    (34,117)
    
    
    
    (29,792
    )Other income (expense), net
    
    
    (2,908
    )
    
    
    (2,519
    )
    
    
    (1,589
    )
    
    
    (4,153
    )Income (loss) from continuing operations before
income taxes
    
    
    (36,538
    )
    
    
    (9,159
    )
    
    
    37
    
    
    
    881Income tax provision
    
    
    203
    
    
    
    668
    
    
    
    250
    
    
    
    525Income (loss) from continuing operations
    
    
    (36,741
    )
    
    
    (9,827
    )
    
    
    (213
    )
    
    
    356Income from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (36,741
    )
    
    $
    (9,827
    )
    
    $
    (213
    )
    
    $
    356Net income (loss) per share:Basic
    
    $
    (0.75
    )
    
    $
    (0.20
    )
    
    $
    
    
    
    $
    0.01Diluted
    
    $
    (0.75
    )
    
    $
    (0.20
    )
    
    $
    
    
    
    $
    0.01Shares used in computing net income (loss) per
share:Basic
    
    
    48,811
    
    
    
    48,587
    
    
    
    48,262
    
    
    
    48,115Diluted
    
    
    48,811
    
    
    
    48,587
    
    
    
    48,262
    
    
    
    50,984
 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-40




---



##### Table of Contents



Financial Statement Schedule II: Valuation and Qualifying Accounts
For the Years Ended July 2, 2011, July 3, 2010 and June 27, 2009
 Allowance for
    
    
    Allowance forDoubtful Accounts
    
    
    Sales Returns(Thousands)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
    
    
    
    645Additions charged to cost and expenses
    
    
    599
    
    
    
    645Deductions and write-offs
    
    
    (1,523
    )
    
    
    (236
    )Balance at July 2, 2011
    
    $
    1,122
    
    
    $
    1,054
  F-41




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit2.1
    
    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).2.2
    
    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., including Amendments No. 1 and No.
2 thereto (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
    
    Amendment No. 3 to Amended and Restated By-Laws of Oclaro, Inc. (previously
filed as Exhibit 3.1 to Registrants Current Report on Form 8-K filed on July
28, 2011 and incorporated herein by reference).3.3
    
    Restated Certificate of Incorporation of Oclaro, Inc. (previously filed as
Exhibit 3.2 to Registrants Annual Report on Form 10-K filed on
September 1, 2010 and incorporated herein by reference)10.1
    
    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).10.2
    
    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).10.3
    
    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).10.4
    
    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. (previously filed
as Exhibit 10.6 to Registrants Annual Report on Form 10-K filed on September 1, 2010 and incorporated herein by reference)10.5
    
    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. (previously filed
as Exhibit 10.7 to Registrants Annual Report on Form 10-K filed on September 1, 2010 and incorporated herein by reference)10.6
    
    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).10.7
    
    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. (previously filed
as Exhibit 10.9 to Registrants Annual Report on Form 10-K filed on September 1, 2010 and incorporated herein by reference)10.8
    
    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. (previously filed
as Exhibit 10.10 to Registrants Annual Report on Form 10-K filed on September 1, 2010 and incorporated herein by reference)10.9
    
    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. (previously filed
as Exhibit 10.11 to Registrants Annual Report on Form 10-K filed on September 1, 2010 and incorporated herein by reference)10.10(1)(3)
    
    Amendment Number Seven to Credit Agreement, dated as of May 13, 2011, by and
among Wells Fargo Capital Finance, Inc., Oclaro, Inc., Oclaro Technology Ltd,
Oclaro Photonics, Inc. and Oclaro Technology, Inc.10.11(1)(3)
    
    Amended and Restated Credit Agreement, dated as of July 26, 2011, among Oclaro,
Inc., Oclaro Technology Ltd, Wells Fargo Capital Finance, Inc. and other lenders
party thereto.




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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(1)(3)
    
    Security Agreement (Domestic), dated as of July 26, 2011, among Oclaro, Inc.,
Oclaro Photonics, Inc., Oclaro Technology, Inc., Oclaro (New Jersey), Inc.,
Oclaro (North America), Inc., Mintera Corporation, Wells Fargo Capital Finance,
Inc. and other lenders party thereto.10.14(1)(3)
    
    Security Agreement (Foreign), dated as of July 26, 2011, among Oclaro, Inc.,
Oclaro Technology Ltd., Bookham International, Ltd., Bookham Nominees Ltd.,
Oclaro (Canada), Inc., Oclaro Innovations LLP, Wells Fargo Capital Finance, Inc.
and other lenders party thereto.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 £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).10.16
    
    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).10.17
    
    Lease dated December 23, 1999 by and between Silicon Valley Properties, LLC and
Oclaro Photonics, Inc., with respect to 2560 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).10.18(3)
    
    Second Amendment to Lease dated November 30, 2010 by and between 702/703
Investors LLC and Oclaro, Inc., with respect to 2560 Junction Avenue, San Jose,
California.10.19
    
    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).10.20
    
    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).10.21(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).10.22(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).10.23(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)(3)
    
    Form of Incentive Stock Option, Form of Non-Statutory Stock Option, Form of
Restricted Stock Unit Agreement and Form of Restricted Stock Award Agreement.10.26(2)
    
    Oclaro, Inc. Amended and Restated 2004 Stock Incentive Plan (previously filed as
Exhibit 10.1 to Registrants Current Report on Form 8-K, filed with the SEC on
October 28, 2010, and incorporated herein by reference).10.27(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).




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.28(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)
    
    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).10.30(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).10.31(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).10.32(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).10.33(2)(3)
    
    Form of Executive Severance and Retention Agreement, between Oclaro, Inc. and
its executive officers.10.34(2)
    
    First Amendment to the Executive Severance and Retention Agreement, dated as of
December 14, 2010, by and between Oclaro, Inc., a Delaware corporation, and
Catherine Hunt Rundle (also known as Kate Rundle) (previously filed as Exhibit
10.4 to Registrants Quarterly Report on Form 10-Q, filed with the SEC on
February 10, 2011 and incorporated herein by reference).10.35(2)
    
    First Amendment to the Executive Severance and Retention Agreement, dated as of
December 14, 2010, by and between Oclaro, Inc., a Delaware corporation, and
Jerry Turin (previously filed as Exhibit 10.5 to Registrants Quarterly Report
on Form 10-Q, filed with the SEC on February 10, 2011 and incorporated herein by
reference).10.36(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).10.37(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).10.38(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).10.39(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).10.40(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).10.41(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).10.42(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).10.43(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).10.44(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).




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.45(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 submitted to the Securities and
Exchange Commission.(2)
    
    Management contract or compensatory plan or arrangement.(3)
    
    Filed herewith.