Oclaro 8-K Regulation FD Disclosure

Revenue Snapshot

Quarterly

Annual

(1)

Q2’FY14

Q2’FY15

(2)

(2)

$16

$19

$19

$24

$21

$34

$89

$96

$88

$88

$82

$85

$97M

$103M

$95M

$96M

$89M

$87M

Q1'FY14

Q2'FY14

Q3'FY14

Q4'FY14

Q1'FY15

Q2'FY15

100G

Cont. Ops., Ex. I&C (Total)

Reported

$45

$79

$361

$416M

$391M

FY 2013

FY 2014

100G

Cont. Ops., Ex. I&C (Total)

Reported

100G

19%

40G

26%

10G

48%

I&C

7%

100G

39%

40G

22%

10G

37%

I&C

2%

Product Revenue Mix

$389

Exhibit 99.1

Note: Fiscal year 2013 ends June 29, 2013 and fiscal year 2014 ends June 28, 2014.

(1)

FY 2013 pro forma for the full year effect of the acquisition of

Opnext which closed July 23, 2012.

(2)

Inclusive of 100G revenues.

Non-GAAP Gross Margin Expansion

Drivers

Expansion as 100G

Mix Increases

Improved Fab

Utilization

Long-Term Target

~30-35%

Improved Operations

100G Coherent CFP2

Quarterly Non-GAAP Gross Margin

Q3'FY14

Q4'FY14

Q1'FY15

Q2'FY15

9.1%

10.9%

13.5%

16.2%

12.3%

14.1%

16.5%

16.5%

Cont. Ops., Ex. I&C

Reported

Note: Fiscal year 2013 ends June 29, 2013 and fiscal year 2014 ends June 28, 2014. See attached reconciliation for definition of Non-GAAP Gross Margin.

Path to Profitability

Operating Expenses (Non-GAAP)

Reduced Spending

Adjusted EBITDA (Non-GAAP)

Narrowed

Operating Loss

Q1'FY14

Q2'FY14

Q3'FY14

Q4'FY14

Q1'FY15

Q2'FY15

$36.0

$32.3

$27.2

$25.6

$26.2

$23.3

$38.1M

$34.2M

$29.2M

$27.9M

$28.4M

$24.2M

Cont. Ops., Ex. I&C

Reported

Q1'FY14

Q2'FY14

Q3'FY14

Q4'FY14

Q1'FY15

Q2'FY15

($19.1)

($10.7)

($12.3)

($9.4)

($8.9)

($5.5)

($21.1M)

($12.5M)

($14.4M)

($11.3M)

($10.8M)

($5.3M)

Reported

Cont. Ops., Ex. I&C

Note: Fiscal year 2013 ends June 29, 2013 and fiscal year 2014 ends June 28, 2014. See attached reconciliation for definition of Operating Expenses (Non-GAAP) and Adjusted EBITDA (Non-GAAP).

OCLARO, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

OCLARO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	FISCAL YEAR 2014												FISCAL YEAR 2015
	Q1			Q2			Q3			Q4			Q1			Q2
Revenues	$	96,648		$	102,914		$	95,398		$	95,911		$	89,241		$	86,820
Cost of revenues		85,430			86,001			84,298			82,694			74,832			73,054
Gross profit		11,218			16,913			11,100			13,217			14,409			13,766
Operating expenses:
Research and development		18,087			16,424			14,624			15,083			13,913			11,721
Selling, general and administrative		20,950			18,557			17,437			13,993			15,414			13,646
Amortization of intangible assets		424			417			418			421			418			269
Restructuring, acquisition and related costs		2,877			6,721			3,068			5,825			1,730			(8,038	)
Flood-related (income) expense		—			(140	)		(1,657	)		—			—			—
Impairment of goodwill, intangibles and long-lived assets		—			—			—			584			—			—
(Gain) loss on sale of property and equipment		452			205			(326	)		334			397			(26	)
GAAP Total operating expenses		42,790			42,184			33,564			36,240			31,872			17,572
GAAP Operating income (loss)		(31,572	)		(25,271	)		(22,464	)		(23,023	)		(17,463	)		(3,806	)
Reconciliation of GAAP Revenues to Cont. Ops., Ex I&C:
Revenues		96,648			102,914			95,398			95,911			89,241			86,820
I&C Revenues		7,216			7,386			7,578			7,726			7,519			1,845
Revenue Ex. I&C	$	89,432		$	95,528		$	87,820		$	88,185		$	81,722		$	84,975
Reconciliation of GAAP gross margin rate to non-GAAP gross margin rate and gross margin, Ex. I&C:
GAAP gross profit	$	11,218		$	16,913		$	11,100		$	13,217		$	14,409		$	13,766
Outsource transition costs		496			237			353			49			—			—
Stock compensation included in cost of revenues		252			250			244			255			330			576
Non-GAAP gross profit	$	11,966		$	17,400		$	11,697		$	13,521		$	14,739		$	14,342
I&C Gross Profits		3,760			3,493			3,698			3,913			3,746			577
Non-GAAP gross profit, Ex. I&C	$	8,206		$	13,907		$	7,999		$	9,608		$	10,993		$	13,765
GAAP gross margin rate		11.6	%		16.4	%		11.6	%		13.8	%		16.1	%		15.9	%
Non-GAAP gross margin rate		12.4	%		16.9	%		12.3	%		14.1	%		16.5	%		16.5	%
Non-GAAP gross margin rate, Ex. I&C		9.2	%		14.6	%		9.1	%		10.9	%		13.5	%		16.2	%
Reconciliation of GAAP operating expenses to non-GAAP operating expenses and Operating expenses Ex. I&C:
GAAP Total Operating expenses		42,790			42,184			33,564			36,240			31,872			17,572
Amortization of intangible assets		(424	)		(417	)		(418	)		(421	)		(418	)		(269	)
Restructuring, acquisition and related costs		(2,877	)		(6,721	)		(3,068	)		(5,825	)		(1,730	)		8,038
Stock-based compensation		(711	)		(596	)		(2,741	)		(974	)		(956	)		(1,180	)
Outsource transition costs		(254	)		(183	)		(156	)		(242	)		—			—
Flood-related (income) expense		—			140			1,657			—			—			—
Impairment of goodwill, intangibles and long-lived assets		—			—			—			(584	)		—			—
(Gain) loss on sale of property and equipment		(452	)		(205	)		326			(334	)		(397	)		26
Non-GAAP Operating expenses	$	38,072		$	34,202		$	29,164		$	27,860		$	28,371		$	24,187
I&C OPEX		2,047			1,941			1,948			2,238			2,185			850
Non-GAAP Operating expenses. Ex. I&C	$	36,025		$	32,261		$	27,216		$	25,622		$	26,186		$	23,337
Reconciliation of GAAP operating income (loss) to non-GAAP operating income (loss) and Operating income (loss) Ex. I&C:
GAAP operating income (loss)	$	(31,572	)	$	(25,271	)	$	(22,464	)	$	(23,023	)	$	(17,463	)	$	(3,806	)
Stock-based compensation		963			846			2,985			1,229			1,286			1,756
Amortization of intangible assets		424			417			418			421			418			269
Restructuring, acquisition and related costs		2,877			6,721			3,068			5,825			1,730			(8,038	)
Flood-related (income) expense		—			(140	)		(1,657	)		—			—			—
Impairment of goodwill, intangibles and long-lived assets		—			—			—			584			—			—
Outsource transition costs		750			420			509			291			—			—
Loss on sales of property and equipment		452			205			(326	)		334			397			(26	)
Non-GAAP operating income (loss)		(26,106	)		(16,802	)		(17,467	)		(14,339	)		(13,632	)		(9,845	)
I&C Operating Income (loss)		1,713			1,552			1,750			1,675			1,561			(272	)
Non-GAAP operating income (loss), Ex. I&C		(27,819	)		(18,354	)		(19,217	)		(16,014	)		(15,193	)		(9,573	)
Depreciation expense		6,974			6,089			5,142			4,979			4,704			4,329
Non-GAAP Adjusted EBITDA		(19,132	)		(10,713	)		(12,325	)		(9,360	)		(8,928	)		(5,516	)
I&C Depreciation Expenses		287			280			278			265			288			90
Depreciation expenses, Ex. I&C		6,687			5,809			4,864			4,714			4,416			4,239
Non-GAAP Adjusted EBITDA, Ex. I&C		(21,132	)		(12,545	)		(14,353	)		(11,299	)		(10,777	)		(5,334	)

Non-GAAP Financial Measures

Oclaro believes that providing the following non-GAAP measures to its investors, in addition to corresponding income statement measures, provides investors the benefit of viewing Oclaro’s performance using the same financial metrics that the management team uses in making many key decisions and evaluating how Oclaro’s “core operating performance” and its results of operations may look in the future. Oclaro defines “core operating performance” as its ongoing performance in the ordinary course of its operations. Items that are non-recurring or do not involve cash expenditures, such as impairment charges, income taxes, restructuring and severance programs, costs relating to specific major projects (such as acquisitions), non-cash compensation related to stock and options and certain income, purchase accounting adjustments related to the fair market value of acquired inventories, costs to outsource our back-end manufacturing activities, write-offs and expenses related to flooding in Thailand, including advance payments received from insurers, impairment of fixed assets and inventory and related expenses, are not included in Oclaro’s view of “core operating performance.” Management does not believe these items are reflective of Oclaro’s ongoing core operations and accordingly excludes those items from Adjusted EBITDA, non-GAAP gross margin and non-GAAP operating expenses.

Oclaro uses Adjusted EBITDA, non-GAAP gross margin, non-GAAP operating expenses and non-GAAP operating income/loss in evaluating Oclaro’s historical and prospective cash usage, as well as its cash usage relative to its competitors. Specifically, management uses these non-GAAP measure to further understand and analyze the cash used in/generated from Oclaro’s core operations. Oclaro 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. Oclaro further believes that providing this information allows Oclaro’s investors greater transparency and a better understanding of Oclaro’s core cash position.

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.

Sale of Industrial and Consumer Business

On August 5, 2014, Oclaro entered into a separation agreement to sell the industrial and consumer business of Oclaro Japan located at its Komoro, Japan facility (the “Industrial and Consumer Business”) to Ushio Opto Semiconductors, Inc. On October 27, 2014, the sale was completed. In addition to the measures described below, Oclaro has presented each such measure, as well as revenue, for prior periods both including and excluding the results attributable to the Industrial and Consumer Business. Amounts excluding the Industrial and Consumer Business are labeled “Ex. I&C.”

Adjusted EBITDA

Adjusted EBITDA is calculated as operating income/loss excluding the impact of depreciation and amortization, restructuring, acquisition and related costs, non-cash compensation related to stock and options, impairment of intangible assets and goodwill and certain other one-time charges and credits, including flood related advance payments received from insurers, impairment of fixed assets and inventory and related expenses and outsource transition costs, all as specifically identified in the non-GAAP reconciliation schedules set forth below. In addition to Adjusted EBITDA, Oclaro has also presented Adjusted EBITDA that has been further adjusted to reflect the exclusion of the Industrial and Consumer Business. This metric is referred to as “Adjusted EBITDA, Ex. I&C.”

Non-GAAP Gross Profit and Gross Margin

Non-GAAP Gross Profit is calculated as gross profit excluding the impact of outsource transition costs and non-cash stock-based compensation expense associated with cost of revenues, all as specifically identified in the non-GAAP reconciliation schedules set forth above. In addition to non-GAAP gross profit, Oclaro has also presented non-GAAP gross profit that has been further adjusted to reflect the exclusion of the gross profit associated with the Industrial and Consumer Business. This metric is referred to as “Non-GAAP Gross Profit, Ex. I&C.” Non-GAAP gross margin is calculated by dividing non-GAAP gross profit by GAAP revenue. Non-GAAP gross margin, Ex. I&C is calculated by dividing non-GAAP gross profit, Ex. I&C by revenue Ex. I&C.

Non-GAAP Operating Expenses

Non-GAAP Operating Expenses is calculated as operating expenses excluding the impact of amortization, restructuring, acquisition and related costs, non-cash compensation related to stock and options, outsource transition costs, flood related income or expense, impairment of intangible assets and goodwill, and gains or losses on the sale of property, plant and equipment.