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Oclaro Achieves Positive Cash Flow in Second Quarter Fiscal 2010

Revenues Up 10% Sequentially

SAN JOSE, Calif., Feb 01, 2010 /PRNewswire via COMTEX News Network/ -- Oclaro, Inc. (Nasdaq: OCLR), a leading provider of optical components and modules for communications, industrial and consumer applications, today announced the financial results for its second quarter of fiscal 2010, which ended January 2, 2010.

"Generating positive cash flow, on top of ten percent sequential revenue growth, in our second full quarter since the creation of Oclaro is a significant accomplishment. Let me thank the employees for their contribution during the downturn and the extra effort to execute on the integration," said Alain Couder, President and CEO of Oclaro, Inc. "From a strategic perspective we took steps to acquire Xtellus, Inc. and secure the WSS technology critical to our product portfolio."

Highlights For Second Quarter Fiscal 2010:

Third Quarter Fiscal 2010 Outlook

"We expect to grow our revenue and are driving to increase our gross margins in what is traditionally a seasonally weaker March quarter," said Alain Couder. "Improving our gross margins in the quarter when our industry experiences the bulk of its annual pricing re-negotiations would demonstrate our ability to continually drive costs out of our products and leverage our global skill and infrastructure."

The results of Oclaro, Inc. for the third quarter of fiscal 2010, which ends April 3, 2010, are expected to be:

The third quarter of fiscal 2010 will include 13 weeks of operations, compared to 14 weeks for the second quarter of fiscal 2010, due to the Company's fiscal year calendar.

The foregoing guidance is based on current expectations. These statements are forward looking, and actual results may differ materially. Please see the Safe Harbor Statement in this earnings release for a description of certain important risk factors that could cause actual results to differ, and refer to Oclaro, Inc.'s most recent annual and quarterly reports on file with the Securities and Exchange Commission (SEC) for a more complete description of the risks. Furthermore, our outlook excludes items that may be required by GAAP, including, but not limited to, restructuring and related costs, acquisition or disposal related costs, expenses or income from certain legal actions, settlements and related costs outside our normal course of business, impairments of other long-lived assets, depreciation and amortization, extraordinary items, as well as the expensing of stock options and restricted stock grants.

Conference Call

Oclaro will hold a conference call to discuss financial results for the second quarter of fiscal 2010 today at 1:30 p.m. PT/4:30 p.m. ET. To listen to the live conference call, please dial (480) 629-9856. A replay of the conference call will be available through February 8, 2010. To access the replay, dial (303) 590-3030. The conference code for the replay is 4203741. A webcast of this call will be available in the investors section of Oclaro's website at www.oclaro.com.

About Oclaro

Oclaro, Inc., with headquarters in San Jose, California, is a tier 1 provider of high performance optical components, modules and subsystems to the telecommunications market, and is one of the largest providers to metro and long haul network applications. The Company, formed on April, 27, 2009, following the combination of Bookham, Inc. and Avanex Corporation, leverages proprietary core technologies and vertically integrated product development to provide its customers with cost-effective and innovative optical devices, modules and subsystems. The Company serves a broad customer base, combining in-house and outsourced manufacturing to maximize flexibility and drive improved gross margin. Its photonic technologies also serve selected high growth markets, including industrial, defense, life sciences, medical and scientific, with diversification providing both significant revenue streams and strategic technological advantage. Oclaro is a global company, with cutting edge chip fabrication facilities in the UK, Switzerland and Italy, and in Tucson, Arizona during the transition of related activities to Europe, and manufacturing sites in the US, Thailand and China.

Oclaro, Xtellus and all other Oclaro product names and slogans are trademarks or registered trademarks of Oclaro, Inc. in the USA or other countries. Spectra-Physics is a registered trademark of Newport Corporation.

Safe Harbor Statement

This press release and the statements made by management contain statements about management's future expectations, plans or prospects of Oclaro, Inc. and its business, and the assumptions underlying these statements, constitute forward-looking statements for the purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements concerning (i) financial targets, including financial targets related to gross margin; research and development expenses; sales, general and administrative expenses and non-GAAP operating margin, (ii) financial guidance for the fiscal quarter ending April 3, 2010, including guidance regarding revenue, non-GAAP gross margin and adjusted EBITDA, (iii) the impact of the acquisitions of Avanex Corporation and Xtellus Inc. and the Spectra-Physics asset swap on the combined entity's gross margin, (iv) sources for improvement of gross margin and operating expenses, including supply chain synergies, optimizing mix of product offerings, transition to higher margin product offerings, benefits of combined R&D and sales organizations and single public company costs, including statements regarding the expectation of further synergies, (v) opportunities to grow in adjacent markets and (vi) statements containing the words "target," "believe," "plan," "anticipate," "expect," "estimate," "will," "should," "ongoing," and similar expressions. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the impact of continued uncertainty in world financial markets and the resulting reduction in demand for our products, the future performance of Oclaro, Inc. following the closing of the mergers with Avanex Corporation and Xtellus Inc. and the Spectra-Physics asset swap, the inability to realize the expected benefits and synergies as a result of the of the mergers with Avanex Corporation and Xtellus Inc. and the Spectra-Physics asset swap, increased costs related to downsizing and compliance with regulatory compliance in connection with such downsizing, the lack of availability of credit or opportunity for equity based financing, as well as the factors described in Oclaro's most recent registration statement on Form S-4, most recent annual report on Form 10-K, most recent quarterly reports on Form 10-Q and other documents we periodically file with the SEC. The forward-looking statements included in this announcement represent Oclaro's view as of the date of this presentation. Oclaro anticipates that subsequent events and developments may cause Oclaro's views and expectations to change. However, Oclaro specifically disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this release.

Non-GAAP Financial Measures

The Company provides certain supplemental non-GAAP financial measures to its investors as a complement to the most comparable GAAP measures. The GAAP measure most directly comparable to non-GAAP revenues is revenues. The GAAP measure most directly comparable to non-GAAP gross margin rate is gross margin rate. The GAAP measure most directly comparable to non-GAAP operating income/loss is operating income/loss. The GAAP measure most directly comparable to non-GAAP net income/loss is net income/loss. The GAAP measure most directly comparable to Adjusted EBITDA is net income/loss. An explanation and reconciliation of each of these non-GAAP financial measures to GAAP information is set forth below.

The Company believes that providing these non-GAAP measures to its investors, in addition to corresponding income statement measures, provides investors the benefit of viewing the Company's performance using the same financial metrics that the management team uses in making many key decisions and understanding how the Company's "core operating performance" and its results of operations may look in the future. The Company believes that providing this information allows the Company's investors greater transparency and a better understanding of the Company's core financial performance. The Company believes its "core operating performance" represents the Company's on-going performance in the ordinary course of its operations. Management excludes from "core operating performance" those items, such as impairment charges, income taxes, restructuring and severance programs and costs relating to specific major projects which are non-recurring, expenses or income from certain legal actions, settlements and related costs, as well as non-cash compensation related to stock and options. Management does not believe these items, including recurring non-cash items, are reflective of the Company's ongoing operations and accordingly excludes those items from non-GAAP gross margin rate, non-GAAP operating loss and non-GAAP net income/loss. Additionally, each non-GAAP measure has historically been presented by the Company as a complement to its most comparable GAAP measure, and the Company believes that the continuation of this practice increases the consistency and comparability of the Company's earnings releases. The non-GAAP adjustments, and the basis for excluding them, are discussed further below.

Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States of America. Non-GAAP measures should not be considered in isolation from or as a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non-GAAP measures used by other companies.

Non-GAAP Revenues

Non-GAAP revenues include the revenues of New Focus, which is treated as a discontinued operation in our GAAP financial statements. Management uses this non-GAAP measure to evaluate its performance relative to its previously established financial targets. Specifically, the Company previously reported New Focus in its revenues. The Company believes providing non-GAAP revenues to its investors, in addition to corresponding income statement measures, allows investors to evaluate the Company's results of operations compared to its previous financial results.

Non-GAAP Gross Margin Rate

Non-GAAP gross margin rate is calculated as gross margin rate as determined in accordance with GAAP (gross profit as a percentage of revenues) excluding non-cash compensation related to stock and options specifically identified in the non-GAAP reconciliation schedules set forth below. The Company evaluates its performance using non-GAAP gross margin rate to assess the Company's historical and prospective operating financial performance, as well as its operating performance relative to its competitors. Specifically, management uses this non-GAAP measure to further understand the Company's "core operating performance." The Company believes its "core operating performance" represents the Company's on-going performance in the ordinary course of its operations. Accordingly, the Company excludes from "core operating performance" those items such as non-cash compensation related to stock and options; and certain other significant non-recurring one-time charges and credits specifically identified. Management does not believe these items, including recurring non-cash items, are reflective of the Company's ongoing operations and accordingly excludes those items from non-GAAP gross margin rate.

Non-GAAP Operating Income/Loss

Non-GAAP operating income/loss is calculated as operating loss as determined in accordance with GAAP excluding the impact of amortization of intangible assets, restructuring and severance costs, non-cash compensation related to stock and options granted to employees and directors, and certain other one-time charges and credits specifically identified in the non-GAAP reconciliation schedules set forth below. The Company evaluates its performance using, among other things, non-GAAP operating income/loss in evaluating the Company's historical and prospective operating financial performance, as well as its operating performance relative to its competitors. Specifically, management uses this non-GAAP measure to further understand the Company's "core operating performance." The Company believes its "core operating performance" represents the Company's on-going performance in the ordinary course of its operations. Accordingly, the Company excludes from "core operating performance" those items such as restructuring and severance programs and costs relating to specific major projects which are non-recurring, expenses or income from certain legal actions, settlements and related costs outside our normal course of business, impairment charges, as well as non-cash compensation related to stock and options. Management does not believe these items are reflective of the Company's ongoing operations and accordingly excludes those items from non-GAAP operating loss.

Non-GAAP Net Income/Loss

Non-GAAP net income/loss is calculated as net income/loss excluding the impact of restructuring and severance costs, non-cash compensation related to stock and options granted to employees and directors, income taxes and certain other one-time charges and credits specifically identified in the non-GAAP reconciliation schedules set forth below. The Company uses non-GAAP net income/loss in evaluating the Company's historical and prospective operating financial performance, as well as its operating performance relative to its competitors. Specifically, management uses this non-GAAP measure to further understand the Company's "core operating performance."

Adjusted EBITDA

Adjusted EBITDA is calculated as net income/loss excluding the impact of taxes, net interest income/expense, depreciation and amortization, net foreign currency translation gains/losses, as well as restructuring and severance, impairment, non-cash compensation related to stock and options, expenses or income from certain legal actions, settlements and related costs outside our normal course of business, and certain other one-time charges and credits specifically identified in the non-GAAP reconciliation schedules set forth below. The Company uses Adjusted EBITDA in evaluating the Company's historical and prospective cash usage, as well as its cash usage relative to its competitors. Specifically, management uses this non-GAAP measure to further understand and analyze the cash used in/generated from the Company's core operations. The Company believes that by excluding these non-cash and non-recurring charges, more accurate expectations of its future cash needs can be assessed in addition to providing a better understanding of the actual cash used in or generated from core operations for the periods presented. The Company further believes that providing this information allows the Company's investors greater transparency and a better understanding of the Company's core cash position.



                                   OCLARO, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (unaudited, in thousands, except per share amounts)

                                              Three Months Ended
                                              -------------------
                                     January 2,   September 26,   December 27,
                                        2010          2009            2008
                                    -----------   -------------   ------------

    Revenues                          $93,574         $85,110        $43,375
    Cost of revenues                   68,715          63,119         36,971
                                       ------          ------         ------
    Gross profit                       24,859          21,991          6,404

    Operating expenses:
      Research and development          9,675           9,014          5,786
      Selling, general and
       administrative                  14,835          12,963          7,574
      Amortization of
       intangible assets                  125             125            178
      Restructuring, merger
       and related costs                3,040           1,499            129
      Legal settlements                     -               -            308
      Gain on sale of property
       and equipment                      (71)           (532)            (8)
      Impairment of goodwill
       and other intangibles                -               -          7,881
                                          ---             ---          -----
    Total operating expenses           27,604          23,069         21,848
                                       ------          ------         ------

    Operating loss                     (2,745)         (1,078)       (15,444)
    Other income (expense):
      Other income (expense)               28           5,267            (95)
      Interest income                       2              23            201
      Interest expense                    (33)            (88)          (196)
      Foreign currency translation
       gain (loss), net                   793          (1,276)         9,866
                                          ---          ------          -----
    Total other income (expense)          790           3,926          9,776
                                          ---           -----          -----
    Income (loss) from continuing
     operations before income taxes    (1,955)          2,848         (5,668)
    Income tax provision                  524             223             36
                                          ---             ---            ---
    Income (loss) from continuing
     operations                        (2,479)          2,625         (5,704)
    Income (loss) from discontinued
     operations, net of tax                 -           1,420           (757)
                                          ---           -----           ----
    Net income (loss)                 $(2,479)         $4,045        $(6,461)
                                      =======          ======        =======

    Net income (loss) from continuing
     operations per share:
      Basic                            $(0.01)          $0.01         $(0.06)
      Diluted                          $(0.01)          $0.01         $(0.06)
    Net income (loss) per share:
      Basic                            $(0.01)          $0.02         $(0.06)
      Diluted                          $(0.01)          $0.02         $(0.06)
    Shares used in computing net income
     (loss) per share:
      Basic                           190,764         186,199        100,339
      Diluted                         190,764         190,501        100,339


    Stock-based compensation included
     in the following:
       Cost of revenues                   219             195            261
       Research and development           290             209            204
       Selling, general and
        administrative                    522             516            476
       Income (loss) from discontinued
        operations, net of tax              -               -             83
                                          ---             ---            ---
          Total                         1,031             920          1,024
                                        =====             ===          =====



                                   OCLARO, INC.
     RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES
               (unaudited, in thousands, except per share amounts)

                                               Three Months Ended
                                               -------------------
                                    January 2,    September 26,   December 27,
                                       2010           2009            2008
                                    ----------    -------------   ------------
    Reconciliation of GAAP
     revenues to non-GAAP revenues:
       GAAP revenues                  $93,574         $85,110        $43,375
        Revenues from discontinued
         operations                         -               -          6,829
                                          ---             ---          -----
       Non-GAAP Revenues              $93,574         $85,110        $50,204
                                      =======         =======        =======

    Reconciliation of GAAP net
     income (loss) to non-GAAP
     net income and adjusted
     EBITDA:
       GAAP net income (loss)         $(2,479)         $4,045        $(6,461)
        Stock-based compensation        1,031             920          1,024
        Restructuring and related
         costs:
            Continuing operations       3,040           1,499            129
            Discontinued operations         -               -            353
        Legal settlements                   -               -            308
        Income tax provision:
            Continuing operations         524             223             36
        Impairment of goodwill
         and other intangible
         assets:
            Continuing operations           -               -          7,881
        Gain from bargain purchase          -          (5,267)             -
        Gain on sale of New Focus
         business                           -          (1,420)             -
                                          ---          ------            ---
     Non-GAAP net income                2,116               -          3,270
                                        -----             ---          -----
        Depreciation expense:
            Continuing operations       2,822           2,664          2,754
            Discontinued operations         -               -             77
        Amortization expense:
            Continuing operations         125             125            178
            Discontinued operations         -               -            266
        Impairment of short-term
         investments                      (28)              -            106
        Interest (income) expense, net     31              65            (13)
        Foreign currency translation
         (gain) loss, net                (793)          1,276         (9,866)
                                         ----           -----         ------
     Adjusted EBITDA                    4,273           4,130         (3,228)
                                        =====           =====         ======

    Non-GAAP net income per share:
      Basic                             $0.01              $-          $0.03
      Diluted                           $0.01              $-          $0.03
    Shares used in computing Non-
     GAAP net income per share:
      Basic                           190,764         186,199        100,339
      Diluted                         190,764         190,501        100,339



                                   OCLARO, INC.
     RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES
                (unaudited, in thousands, except per share amounts)

                                               Three Months Ended
                                               -------------------
                                     January 2,    September 26,  December 27,
                                       2010            2009           2008
                                     ----------    -------------  ------------
    Reconciliation of GAAP
     gross margin rate to
     non-GAAP gross margin
     rate:
       GAAP gross profit:
            Continuing operations      $24,859         $21,991         $6,404
            Discontinued operations          -               -          2,301
      Stock-based compensation
       included in cost of
       revenues:
            Continuing operations          219             195            261
            Discontinued operations          -               -             23
                                           ---             ---            ---
       Non-GAAP gross profit           $25,078         $22,186         $8,989
                                       =======         =======         ======

       GAAP gross margin rate             26.6%           25.8%          14.8%
       Non-GAAP gross margin rate         26.8%           26.1%          17.9%

    Reconciliation of GAAP operating
     income (loss) to non-GAAP
     operating income (loss):
       GAAP operating income (loss):
            Continuing operations      $(2,745)        $(1,078)      $(15,444)
            Discontinued operations          -           1,420           (829)
      Gain on sale of New Focus business     -          (1,420)             -
      Stock-based compensation           1,031             920          1,024
      Restructuring and related costs:
            Continuing operations        3,040           1,499            129
            Discontinued operations          -               -            353
      Legal settlements                      -               -            308
      Amortization of intangible assets:
            Continuing operations          125             125            178
            Discontinued operations          -               -            266
      Impairment of goodwill and
       other intangible assets:
            Continuing operations            -               -          7,881
                                           ---             ---          -----
       Non-GAAP operating income (loss) $1,451          $1,466        $(6,134)
                                        ======          ======        =======





                                 OCLARO, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                          (unaudited, in thousands)

                                                   January 2,    June 27,
                        ASSETS                        2010         2009
                                                   ----------    --------
    Current assets:
      Cash and cash equivalents                      $51,731     $44,561
      Short-term investments                               -       9,259
      Restricted cash                                  4,309       4,208
      Accounts receivable, net                        70,613      58,483
      Inventories                                     61,147      59,527
      Prepaid expenses and other current assets       14,168      11,834
      Assets held for sale                                 -      10,442
                                                         ---      ------
    Total current assets                             201,968     198,314
                                                     -------     -------
    Property and equipment, net                       34,045      29,875
    Goodwill                                          25,219           -
    Other intangible assets, net                       8,746       1,951
    Other non-current assets                           2,129       3,248
                                                       -----       -----
      Total assets                                  $272,107    $233,388
                                                    ========    ========

            LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
      Accounts payable                               $41,624     $31,943
      Accrued expenses and other liabilities          36,608      39,016
      Liabilities held for sale                            -       2,028
                                                         ---       -----
    Total current liabilities                         78,232      72,987
                                                      ------      ------
    Deferred gain on sale-leaseback                   14,213      15,088
    Other long-term liabilities                       10,437       4,923
                                                      ------       -----
    Total liabilities                                102,882      92,998
                                                     -------      ------
    Stockholders' equity:
      Common stock                                     2,123       1,862
      Additional paid-in capital                   1,225,888   1,199,358
      Accumulated other comprehensive income          31,675      30,905
      Accumulated deficit                         (1,090,461) (1,091,735)
                                                  ----------  ----------
    Total stockholders' equity                       169,225     140,390
                                                     -------     -------
        Total liabilities and stockholders' equity  $272,107    $233,388
                                                    ========    ========





SOURCE Oclaro, Inc.

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