This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, about our future expectations, plans or prospects and our business. You can identify these statements by the fact that they do not relate strictly to historical or current events, and contain words such as "anticipate," "estimate," "expect," "project," "intend," "will," "plan," "believe," "should," "outlook," "could," "target" and other words of similar meaning in connection with discussion of future operating or financial performance. We have based our forward looking statements on our management's beliefs and assumptions based on information available to our management at the time the statements are made. There are a number of important factors that could cause our actual results or events to differ materially from those indicated by such forward-looking statements, including (i) the future performance of Oclaro and its ability to effectively integrate the operations of acquired companies following the closing of acquisitions and mergers, including its merger with Opnext (ii) the potential inability to realize the expected benefits and synergies of acquisitions and mergers, (iii) the impact to our operations and financial condition attributable to the flooding in Thailand, (iv) the impact of continued uncertainty in world financial markets and any resulting reduction in demand for our products, (v) our ability to maintain our gross margin, (vi) the effects of fluctuating product mix on our results, (vii) our ability to timely develop and commercialize new products, (viii) our ability to respond to evolving technologies and customer requirements, (ix) our dependence on a limited number of customers for a significant percentage of our revenues,
(x) our ability to effectively compete with companies that have greater name recognition, broader customer relationships and substantially greater financial, technical and marketing resources than we do, (xi) our ability to effectively and efficiently transition to an outsourced back-end assembly and test model,
(xii) increased costs related to downsizing and compliance with regulatory compliance in connection with such downsizing, (xiii) competition and pricing pressure, (xiv)the potential lack of availability of credit or opportunity for equity based financing, (xv) the risks associated with our international operations, (xvi)the outcome of tax audits or similar proceedings, (xvii) the outcome of pending litigation against the company, (xviii) our ability to maintain or increase our cash reserves and obtain financing on terms acceptable to us, and (xix) other factors described in Oclaro's most recent annual report on Form 10-K and other documents we periodically file with the SEC. We cannot guarantee any future results, levels of activity, performance or achievements. Moreover, we assume no obligation to update forward-looking statements or update the reasons actual results could differ materially from those anticipated in forward-looking statements. Several of the important factors that may cause our actual results to differ materially from the expectations we describe in forward-looking statements are identified in the sections captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in this Quarterly Report on Form 10-Q and the documents incorporated herein by reference.

OVERVIEW

We are a tier-one provider of optical communications and laser components, modules and subsystems for a broad range of diverse markets, including telecommunications (telecom), industrial, scientific, consumer electronics and medical. In all markets, our approach is to offer a differentiated solution that is designed to make it easier for our customers to do business by combining optical technology innovation, photonic integration, and a vertically integrated approach to manufacturing and product development.

Our customers include Huawei Technologies Co. Ltd (Huawei); Alcatel-Lucent; Ciena Corporation (Ciena); Fujitsu Limited (Fujitsu); Tellabs, Inc.; Infinera Corporation; Cisco Systems, Inc. (Cisco); ADVA Optical Networking; Laserline Inc.; and Ericsson.

RECENT DEVELOPMENTS

On July 23, 2012, we consummated the acquisition of Opnext. Pursuant to the terms of the acquisition, each outstanding share of common stock of Opnext was converted into the right to receive 0.42 of a share of common stock of Oclaro. We issued 38.4 million shares of our common stock for all of the outstanding shares of Opnext common stock on July 23, 2012. Stock options, stock appreciation rights and restricted stock awards of Opnext were also assumed by us pursuant to the terms of the acquisition. Immediately following the effective time of the merger, the Oclaro stockholders immediately before the merger owned approximately 57.3 percent of the combined company, and the former Opnext stockholders owned approximately 42.7 percent of the combined company. In connection with the acquisition, we recorded a gain on bargain purchase of $39.5 million, which is included in other income in our condensed consolidated statement of operations. The acquisition is more fully discussed in Note 5, Business Combinations, to our accompanying condensed consolidated financial statements.

RESULTS OF OPERATIONS

The following tables set forth our condensed consolidated results of operations
for the three month periods indicated, along with amounts expressed as a
percentage of revenues, and comparative information regarding the absolute and
percentage changes in these amounts:



                                                             Three Months Ended                                               Increase
                                             September 29, 2012               October 1, 2011               Change           (Decrease)
                                          (Thousands)          %          (Thousands)          %          (Thousands)            %
Revenues                                 $     148,813        100.0      $     105,821        100.0      $      42,992              40.6
Cost of revenues                               130,976         88.0             81,788         77.3             49,188              60.1

Gross profit                                    17,837         12.0             24,033         22.7             (6,196 )           (25.8 )

Operating expenses:
Research and development                        25,765         17.3             17,667         16.7              8,098              45.8
Selling, general and administrative             24,566         16.5             17,534         16.6              7,032              40.1
Amortization of intangible assets                2,026          1.3                726          0.7              1,300             179.1
Restructuring, acquisition and related
costs                                           12,636          8.5             (1,765 )       (1.7 )           14,401               n/m (1)
Flood-related expense                              264          0.2                 -            -                 264               n/m (1)
(Gain) loss on sale of property and
equipment                                          (18 )         -                  60           -                 (78 )             n/m (1)

Total operating expenses                        65,239         43.8             34,222         32.3             31,017              90.6

Operating loss                                 (47,402 )      (31.8 )          (10,189 )       (9.6 )          (37,213 )           365.2
Other income (expense):
Interest income (expense), net                    (478 )       (0.3 )             (157 )       (0.1 )             (321 )           204.5
Gain on foreign currency translation               196          0.1              1,392          1.3             (1,196 )           (85.9 )
Gain on bargain purchase                        39,460         26.5                 -            -              39,460               n/m (1)

Total other income (expense)                    39,178         26.3              1,235          1.2             37,943           3,072.3

Loss before income taxes                        (8,224 )       (5.5 )           (8,954 )       (8.4 )              730              (8.2 )
Income tax provision                             1,183          0.8              5,628          5.4             (4,445 )           (79.0 )

Net loss                                 $      (9,407 )       (6.3 )    $     (14,582 )      (13.8 )    $       5,175             (35.5 )

(1) Not meaningful.

Revenues

Revenues for the three months ended September 29, 2012 increased by $43.0 million, or 41 percent, compared to the three months ended October 1, 2011. The increase was primarily due to the inclusion of revenues in fiscal year 2013 generated through the acquisition of Opnext on July 23, 2012.

For the three months ended September 29, 2012, Cisco Systems, Inc. (Cisco) accounted for $19.6 million, or 13 percent, of our revenues and Huawei Technologies Co., Ltd. (Huawei) accounted for $16.8 million, or 11 percent, of our revenues. For the three months ended October 1, 2011, Huawei accounted for $13.3 million, or 13 percent, of our revenues; Cisco accounted for $11.6 million, or 11 percent, of our revenues; Fujitsu Limited accounted for $11.4 million, or 11 percent, of our revenues; and Alcatel-Lucent accounted for $10.5 million, or 10 percent of our revenues.

Cost of Revenues

Our cost of revenues consists of the costs associated with manufacturing our products, and includes the purchase of raw materials, labor costs and related overhead, including stock-based compensation charges, and the costs charged by our contract manufacturers on the products they manufacture. Charges for excess and obsolete inventory, including in regards to inventories procured by contract manufacturers on our behalf, the cost of product returns and warranty costs are also included in cost of revenues. Costs and expenses related to our manufacturing resources which are incurred in connection with the development of new products are included in research and development expense.

Our cost of revenues for the three months ended September 29, 2012 increased by $49.2 million, or 60 percent, from the three months ended October 1, 2011. The increase was primarily related to higher costs associated with the inclusion of cost of revenues in fiscal year 2013 generated through the acquisition of Opnext on July 23, 2012.

Gross Profit

Gross profit is calculated as revenues less cost of revenues. Gross margin rate is gross profit reflected as a percentage of revenues. Our gross margin rate decreased to 12 percent for the three months ended September 29, 2012, compared to 23 percent for the three months ended October 1, 2011. The decrease in gross margin rate was primarily due to the impact of higher fixed costs allocated over lower-than-expected revenues, including lower output in our wafer fabs, resulting in less absorption of overhead into inventory, additional charges for excess and obsolete inventories associated with lower demand forecasts for certain products and adverse reserves and variances related to our high-powered laser products.

Research and Development Expenses

Research and development expenses consist primarily of salaries and related costs of employees engaged in research and design activities, including stock-based compensation charges related to those employees, costs of design tools and computer hardware, costs related to prototyping and facilities costs for certain research and development focused sites.

Research and development expenses increased to $25.8 million for the three months ended September 29, 2012 from $17.7 million for the three months ended October 1, 2011. The increase was primarily related to the inclusion of research and development expenses in fiscal year 2013 to fund research and development associated with products acquired through the acquisition of Opnext on July 23, 2012, partially offset by a reduction in research and development expenses of $2.4 million related to our cost reduction efforts in response to softening market conditions and lower post-flood revenues. Personnel-related costs increased to $14.5 million for the three months ended September 29, 2012, compared with $10.5 million for the three months ended October 1, 2011, primarily as a result of an increase in personnel numbers following our acquisition of Opnext. Other costs, including the costs of design tools and facilities-related costs increased to $11.3 million for the three months ended September 29, 2012, compared with $7.2 million for the three months ended October 1, 2011.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of personnel-related expenses, including stock-based compensation charges related to employees engaged in sales, general and administrative functions, legal and professional fees, facilities expenses, insurance expenses and certain information technology costs.

Selling, general and administrative expenses increased to $24.6 million for the three months ended September 29, 2012, from $17.5 million for the three months ended October 1, 2011. The increase was primarily related to the inclusion of selling, general and administrative expenses in fiscal year 2013 attributable to the operations of Opnext, partially offset by a reduction in selling, general and administrative expenses of $1.1 million related to our cost reduction efforts in response to softening market conditions and lower post-flood revenues. Personnel-related costs increased to $13.9 million for the three months ended September 29, 2012, compared with $10.0 million for the three months ended October 1, 2011, primarily as a result of an increase in personnel numbers following our acquisition of Opnext. Other costs, including legal and professional fees, facilities expenses and other miscellaneous expenses, increased to $10.7 million for the three months ended September 29, 2012, compared with $7.5 million for the three months ended October 1, 2011.

Restructuring, Acquisition and Related Costs

In connection with the acquisition of Opnext, during the three months ended September 29, 2012, we recorded $2.6 million in legal and professional fees and initiated a restructuring plan to integrate the businesses. In connection with the restructuring plan, we recorded $7.0 million related to workforce reductions, $0.9 million related to the impairment of certain technology that is now considered redundant following the acquisition and $0.4 million related to the write-off of net book value inventory that supported this technology during the first quarter of fiscal year 2013, which costs are included in restructuring, acquisition and related costs in the condensed consolidated statement of operations.

During fiscal year 2012, we initiated a restructuring plan in connection with the transfer of our Shenzhen, China manufacturing operations to Venture. We expect this transition to occur in a phased and gradual transfer of products over three years. In connection with this transition, we recorded restructuring charges of $1.6 million during the first quarter of fiscal year 2013 for employee separation charges.

During the three months ended October 1, 2011, we reviewed the fair value of certain remaining earnout obligations arising from the acquisition of Mintera Corporation (Mintera) and determined that their fair value decreased by $3.8 million based on revised estimates of revenues from Mintera products. This $3.8 million decrease in fair value was recorded as a decrease in restructuring, acquisition and related expenses in the first quarter of fiscal year 2012. During the three months ended October 1, 2011, we also accrued $0.6 million in employee separation costs related to previously announced restructuring plans and incurred $1.1 million of expenses in external consulting charges associated with optimization of past acquisitions.

Other Income (Expense)

Other income (expense) increased to $39.2 million in income for the three months ended September 29, 2012 from $1.2 million in income for the three months ended October 1, 2011. This increase was primarily due to recording a $39.5 million gain on bargain purchase in connection with our acquisition of Opnext in the first quarter of fiscal year 2013.

Income Tax Provision

For the three months ended September 29, 2012 and October 1, 2011, our income tax provisions of $1.2 million and $5.6 million, respectively, primarily related to our foreign operations. During the three months ended October 1, 2011, $4.4 million of the total expense was due to the impact of the impairment of certain net operating loss carryforwards in Switzerland.

RECENT ACCOUNTING STANDARDS

See Note 2, Recent Accounting Standards, to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for information regarding the effect of new accounting pronouncements on our condensed consolidated financial statements.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The preparation of our financial statements requires us to make estimates and judgments that affect our reported assets and liabilities, revenues and expenses and other financial information. Actual results may differ significantly from those based on our estimates and judgments or could be materially different if we used different assumptions, estimates or conditions. In addition, our financial condition and results of operations could vary due to a change in the application of a particular accounting policy.

We identified our critical accounting policies in our Annual Report on Form 10-K for the year ended June 30, 2012 (2012 Form 10-K) related to revenue recognition and sales returns, inventory valuation, business combinations, insurance recoveries, impairment of goodwill and other intangible assets, accounting for stock-based compensation and income taxes. It is important that the discussion of our operating results be read in conjunction with the critical accounting policies discussed in our 2012 Form 10-K.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows from Operating Activities

Net cash used by operating activities for the three months ended September 29, 2012 was $17.3 million, primarily resulting from a net loss of $9.4 million adjusted for non-cash adjustments of $26.5 million, partially offset by $18.6 million increase in cash due to changes in operating assets and liabilities. The $18.6 million increase in cash due to changes in operating assets and liabilities was comprised of a $29.7 million decrease in accounts receivable, a $7.0 million increase in inventories, a $4.5 million increase in prepaid expenses and other current assets, a $3.2 million increase in accounts payable, a $2.9 million decrease in accrued expenses and other liabilities, and a $0.1 million decrease in other non-current assets. The $26.5 million decrease in cash resulting from non-cash adjustments primarily consisted of $39.5 million bargain purchase gain related to the acquisition of Opnext and $0.3 million from the amortization of deferred gain from sales-leaseback transactions, partially offset by $10.9 million in depreciation and amortization, $1.6 million of expense related to stock-based compensation and $0.9 million related to the impairment of certain intangibles.

Net cash used by operating activities for the three months ended October 1, 2011 was $23.5 million, primarily resulting from a net loss of $14.6 million and a $12.4 million decrease in cash due to changes in operating assets and liabilities, partially offset by non-cash adjustments of $3.5 million. The $12.4 million decrease in cash due to changes in operating assets and liabilities was comprised of a $13.8 million decrease in accounts payable, a $0.4 million increase in accounts receivable, a $0.3 million increase in other non-current assets and a $0.3 million increase in inventory, partially offset by a $2.2 million increase in accrued expenses and other liabilities and a $0.3 million decrease in prepaid expense and other current assets. The $3.5 million increase in cash resulting from non-cash adjustments primarily consisted of $5.8 million of expense related to depreciation and amortization and $1.6 million of expense related to stock-based compensation, offset in part by $3.8 million due to the revaluation of the Mintera earnout liability and $0.2 million from the amortization of deferred gain from a sales-leaseback transaction.

Cash Flows from Investing Activities

Net cash provided by investing activities for the three months ended September 29, 2012 was $30.2 million, primarily consisting of $36.1 million cash acquired in the acquisition of Opnext, partially offset by $6.0 million used in capital expenditures.

Net cash used in investing activities for the three months ended October 1, 2011 was $6.3 million, primarily consisting of $6.2 million used in capital expenditures and a $0.1 million increase in restricted cash related to contractual commitments.

Cash Flows from Financing Activities

Net cash provided by financing activities for the three months ended September 29, 2012 was $0.9 million, primarily consisting of $11.5 million in borrowings under our revolving credit facility and $0.7 million received from the issuance of common stock through stock option exercises and our employee stock purchase plan, partially offset by $8.6 million in payments in connection with the remaining earnout obligations related to our acquisition of Mintera, $2.3 million in payments on capital lease obligations and $0.4 million repayments on a note payable.

Net cash provided by financing activities for the three months ended October 1, 2011 was $19.6 million, primarily consisting of $19.5 million in borrowings under our revolving credit facility and $0.1 million in proceeds from the issuance of common stock through stock option exercises.

Credit Line and Note

As of September 29, 2012, we had a $45.0 million senior secured revolving credit facility with Wells Fargo Capital Finance, Inc. and other lenders (the Credit Agreement) with an expiration date of August 1, 2014. See Note 7, Credit Line and Note Payables, for additional information regarding this credit facility. On November 2, 2012, we entered into an amendment and restatement to the Credit Agreement with Wells Fargo Capital Finance, Inc. and other lenders, increasing the facility size from $45 million to $50 million and extending the term thereof to November 2, 2017. See Note 17, Subsequent Event, for a further discussion of the November 2, 2012 amendment and restatement.

As of September 29, 2012 and June 30, 2012, there was $37.0 million and $25.5 million, respectively, outstanding under the Credit Agreement and we were in compliance with all covenants. At September 29, 2012 and June 30, 2012, there were $0.1 million, respectively, in outstanding standby letters of credit secured under the Credit Agreement. These letters of credit expire at various intervals through April 2014.

In connection with the acquisition of Opnext, we assumed a 1.47 billion Japanese yen note payable to The Sumitomo Trust Bank (Sumitomo). The note is due monthly unless renewed by Sumitomo. As of September 29, 2012, the outstanding loan balance was $18.9 million, based on the exchange rate on September 29, 2012. Interest is paid monthly at the Tokyo Interbank Offered Rate plus a premium, which for our first quarter of fiscal year 2013 was 1.7 percent per annum. As of September 29, 2012, we have $20.0 million in restricted cash in our condensed consolidated balance sheet related to our note payable to Sumitomo.

Future Cash Requirements

As of September 29, 2012, we held $73.7 million in cash and cash equivalents and $20.5 million in restricted cash. We anticipate that cash flows from execution consistent with our current operating plan, together with (i) our current cash balances, (ii) amounts expected to be available under our Credit Agreement as amended and restated on November 2, 2012, which are based on a percentage of eligible accounts receivable (as defined in the Credit Agreement), (iii) amounts anticipated to be received pursuant to our Equipment and Inventory Purchase Agreement with Venture Corporation Ltd, (iv) amounts we expect to receive from insurance carriers for flood-related claims which we have already submitted, and
(v) additional amounts that we expect to be available under our Credit Agreement at such time as we add another bank as a co-lender under the Credit Agreement or from the sale of certain assets, will provide us with sufficient financial resources in order to operate as a going concern through at least fiscal year 2013. See Note 17, Subsequent Event, for a further discussion of the November 2, 2012 amendment and restatement.

We are also exploring other sources of additional liquidity in the event that any of the sources of liquidity described in the preceding paragraph are, for any reason, not available in a timely manner or in the event that we need additional liquidity beyond our current expectations, such as to fund future growth or strengthen our balance sheet. These additional sources of liquidity could include any one, or a combination, of the following: (i) issuing equity securities, (ii) incurring indebtedness secured by our assets, (iii) issuing debt and/or convertible debt securities, or (iv) selling product lines, other assets and/or portions of our business. There can be no guarantee that we will be able to raise additional funds on terms acceptable to us, or at all. In addition to the insurance coverage advance payments we have already received, we also expect to receive substantial additional insurance proceeds, although neither the amounts nor the timing of such payments can be reasonably estimated at this time.

From time to time, we have engaged in discussions with third parties concerning potential acquisitions or dispositions of product lines, technologies and businesses, such as our acquisition of Opnext, our merger with Avanex, our acquisitions of Xtellus and Mintera, our exchange of assets agreement with Newport and our sale of a legacy product line. We continue to consider potential additional opportunities. Any such transactions could result in us issuing a significant number of new equity or debt securities (including promissory notes), the incurrence or assumption of debt, and the utilization of our cash and cash equivalents. We may also be required to raise additional funds to complete any such acquisition, through either the issuance of equity securities and/or borrowings. If we raise additional funds or acquire businesses or technologies through the issuance of equity securities, our existing stockholders may experience significant dilution.