Exhibit 99.1

Oclaro Announces Third Quarter Fiscal 2011 Financial Results

SAN JOSE, Calif., — April 28, 2011 — Oclaro, Inc. (NASDAQ: OCLR), a tier-one provider of innovative optical communications and laser solutions, today announced the financial results for its third quarter of fiscal year 2011, which ended April 2, 2011.

“Oclaro has continued to invest in its new product pipeline while certain telecom customers have experienced a short-term inventory correction,” said Alain Couder, president and CEO of Oclaro. “We expect the slowdown to continue through our upcoming fiscal fourth quarter. Our planned new products are expected to provide revenue growth and gross margin traction in the second half of the calendar year. We also remain confident in the second half because of the continued strong demand for broadband in the core optical market, and the increasing reliance on optical functionality throughout the network.”

	•		Revenues were $116.6 million for the third quarter of fiscal 2011, compared to $120.3 million in the second quarter of fiscal 2011.
	•		GAAP gross margin was 25% for the third quarter of fiscal 2011, compared to 30% in the second quarter of fiscal 2011.

•

Non-GAAP gross margin was 25% for the third quarter of fiscal 2011, compared to 30% in the second quarter of fiscal 2011.

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GAAP operating loss was $6.2 million for the third quarter of fiscal 2011, compared to GAAP operating income of $1.6 million in the second quarter of fiscal 2011.

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Non-GAAP operating loss was $2.9 million, or 2.5% of revenues, for the third quarter of fiscal 2011, compared to non-GAAP operating income of $6.6 million, or 5.5% of revenues, in the second quarter of fiscal 2011.

•

Adjusted EBITDA was $1.1 million for the third quarter of fiscal 2011, compared to $10.1 million in the second quarter of fiscal 2011.

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GAAP net loss for the third quarter of fiscal 2011was $9.4 million, compared to net loss of $0.2 million in the second quarter of fiscal 2011.

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Non-GAAP net loss for the third quarter of fiscal 2011 was $4.1 million, compared to non-GAAP net income of $5.9 million in the second quarter of fiscal 2011.

•

Cash, cash equivalents and restricted cash were $75.7 million as of April 2, 2011 compared to $78.1milliion as of January 2, 2011.

The results of Oclaro, Inc. for the fourth quarter of fiscal 2011, which ends July 2, 2011, are expected to be:

	•		Revenues in the range of $105 million to $115 million.
	•		Non-GAAP gross margin in the range of 21% to 24%.
	•		Adjusted EBITDA in the range of negative $6.5 million to negative $1.5 million.

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Oclaro Announces Third Quarter Fiscal 2011 Financial Results

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. We do not intend to update this guidance as a result of developments occurring after the date of this release.

Oclaro will hold a conference call to discuss financial results for the third quarter of fiscal 2011 today at 1:30 p.m. PT/4:30 p.m. ET. To listen to the live conference call, please dial (480) 629-9712. A replay of the conference call will be available through May 5, 2011. To access the replay, dial (858)384-5517. The passcode for the replay is 4429507. A webcast of this call will be available in the investors section of Oclaro’s website at www.oclaro.com.

Oclaro, Inc. (NASDAQ: OCLR) is a tier-one provider of optical communications and laser components, modules and subsystems for a broad range of diverse markets, including telecommunications, industrial, scientific, consumer electronics, and medical. Oclaro is a global leader, dedicated to photonics innovation with cutting-edge research and development (R&D) and chip fabrication facilities in the U.K., Switzerland and Italy, and in-house and contract manufacturing sites in the U.S., Thailand and China. To support its diverse and global customer base, Oclaro maintains design, sales and service organizations in each of the major regions around the world. For more information visit www.oclaro.com.

Copyright 2011. All rights reserved. Oclaro, the Oclaro logo, and certain other Oclaro trademarks and logos are trademarks and/or registered trademarks of Oclaro, Inc. or its subsidiaries in the U.S. and other countries. Information in this release is subject to change without notice.

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 and expectations, and progress toward our targeted business model, including financial guidance for the fiscal quarter ending July 2, 2011 regarding revenue, non-GAAP gross margin and Adjusted EBITDA, (ii) the impact of acquisitions on the combined entity’s financial performance, (iii) 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, (iv) opportunities to grow in adjacent markets, (v) our organizational restructuring with the formation of two new business units focused on photonic components and networks solutions and (vi) our position with respect to our product roadmap. Such statements can be identified by the fact that they do not relate strictly to historical or current facts and may contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “outlook,” “could,” “target,” and other words and terms of similar

Oclaro Announces Third Quarter Fiscal 2011 Financial Results

meaning in connection the any discussion of future operations or financial performance. 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 any resulting reduction in demand for our products, our ability to maintain our gross margin, the effects of fluctuating product mix on our results, our ability to respond to evolving technologies and customer requirements, our dependence on a limited number of customers for a significant percentage of our revenues, 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, the future performance of Oclaro, Inc. following the closing of acquisitions, the potential inability to realize the expected benefits and synergies of acquisitions, increased costs related to downsizing and compliance with regulatory compliance in connection with such downsizing, competition and pricing pressure, the potential lack of availability of credit or opportunity for equity based financing, the risks associated with our international operations, the outcome of tax audits or similar proceedings, and other factors described in Oclaro’s 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 announcement. Oclaro anticipates that subsequent events and developments may cause Oclaro’s views and expectations to change. Oclaro specifically disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this announcement.

Oclaro 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 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 and 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.

Oclaro believes that providing these 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 on-going 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, and non-cash compensation related to stock and options, 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 non-GAAP gross margin rate, non-GAAP operating income/loss and non-GAAP net income/loss. Additionally, each non-GAAP measure has historically been presented by Oclaro as a complement to its most comparable GAAP measure, and Oclaro believes that the continuation of this practice increases the consistency and comparability of Oclaro’s earnings releases.

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.

Oclaro Announces Third Quarter Fiscal 2011 Financial Results

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. Oclaro evaluates its performance using non-GAAP gross margin rate to assess Oclaro’s historical and prospective operating financial performance, as well as its operating performance relative to its competitors.

Non-GAAP operating income/loss is calculated as operating income/loss as determined in accordance with GAAP excluding the impact of amortization of intangible assets, restructuring, acquisition and related 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. Oclaro evaluates its performance using, among other things, non-GAAP operating income/loss in evaluating Oclaro’s historical and prospective operating financial performance, as well as its operating performance relative to its competitors.

Non-GAAP net income/loss is calculated as net income/loss excluding the impact of restructuring, acquisition and related costs, non-cash compensation related to stock and options granted to employees and directors, net foreign currency translation gains/losses, the impact of amortization of intangible assets and certain other one-time charges and credits specifically identified in the non-GAAP reconciliation schedules set forth below. Oclaro uses non-GAAP net income/loss in evaluating Oclaro’s historical and prospective operating financial performance, as well as its operating performance relative to its competitors.

Adjusted EBITDA is calculated as net income/loss excluding the impact of income taxes, net interest income/expense, depreciation and amortization, net foreign currency translation gains/losses, as well as restructuring, acquisition and related costs, non-cash compensation related to stock and options and certain other one-time charges and credits specifically identified in the non-GAAP reconciliation schedules set forth below. Oclaro uses Adjusted EBITDA in evaluating Oclaro’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 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.

Oclaro, Inc. Contact Jerry Turin Chief Financial Officer (408) 383-1400 ir@oclaro.com		Investor Contact Jim Fanucchi Summit IR Group Inc. (408) 404-5400 ir@oclaro.com

Oclaro Announces Third Quarter Fiscal 2011 Financial Results

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

		Three Months Ended
		April 2,				January 1,				April 3,
		2011				2011				2010
Revenues		$	116,584			$	120,299			$	101,152
Cost of revenues			87,781				84,556				73,322
Gross profit			28,803				35,743				27,830
Operating expenses:
Research and development			17,220				15,696				11,288
Selling, general and administrative			16,087				15,149				14,451
Amortization of intangible assets			722				739				347
Restructuring, acquisition and related costs			1,019				903				1,610
Legal settlements			—				1,678				—
(Gain) loss on sale of property and equipment			4				(48	)			101
Total operating expenses			35,052				34,117				27,797
Operating income (loss)			(6,249	)			1,626				33
Other income (expense):
Interest income			—				9				11
Interest expense			(487	)			(479	)			(134	)
Gain (loss) on foreign currency translation			(2,032	)			(1,119	)			794
Total other income (expense)			(2,519	)			(1,589	)			671
Income (loss) before income taxes			(8,768	)			37				704
Income tax provision			668				250				499
Net income (loss)		$	(9,436	)		$	(213	)		$	205
Net income (loss) per share:
Basic		$	(0.19	)		$	—			$	—
Diluted		$	(0.19	)		$	—			$	—
Shares used in computing net income (loss) per share:
Basic			48,587				48,262				41,095
Diluted			48,587				48,262				43,829
Stock-based compensation included in the following:
Cost of revenues		$	352			$	350			$	226
Research and development			344				391				332
Selling, general and administrative			901				933				666
Total		$	1,597			$	1,674				$1,224

Oclaro Announces Third Quarter Fiscal 2011 Financial Results

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

		April 2, 2011				July 3, 2010
ASSETS
Current assets:
Cash and cash equivalents		$	74,851			$	107,176
Restricted cash			854				4,458
Accounts receivable, net			96,447				93,412
Inventories			87,519				62,570
Prepaid expenses and other current assets			17,141				14,905
Total current assets			276,812				282,521
Property and equipment, net			64,786				37,516
Other intangible assets, net			20,423				10,610
Goodwill			30,904				20,000
Other non-current assets			10,041				10,148
Total assets		$	402,966			$	360,795
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	64,993			$	50,103
Accrued expenses and other liabilities			46,651				35,404
Total current liabilities			111,644				85,507
Deferred gain on sale-leaseback			13,176				12,969
Other long-term liabilities			15,894				9,785
Total liabilities			140,714				108,261
Stockholders’ equity:
Common stock			505				494
Additional paid-in capital			1,312,179				1,304,779
Accumulated other comprehensive income			38,507				26,907
Accumulated deficit			(1,088,939	)			(1,079,646	)
Total stockholders’ equity			262,252				252,534
Total liabilities and stockholders’ equity		$	402,966			$	360,795

Oclaro Announces Third Quarter Fiscal 2011 Financial Results

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

		Three Months Ended
		April 2,				January 1,				April 3,
		2011				2011				2010
Reconciliation of GAAP net income (loss) to non-GAAP net income (loss) and adjusted EBITDA:
GAAP net income (loss)		$	(9,436	)		$	(213	)		$	205
Stock-based compensation included in:
Cost of revenues			352				350				226
Research and development			344				391				332
Selling, general and administrative			901				933				666
Amortization expense			722				739				347
Restructuring, acquisition and related costs			1,019				903				1,610
Legal settlements			—				1,678				—
(Gain) loss on foreign currency translation			2,032				1,119				(794	)
Non-GAAP net income (loss)			(4,066	)			5,900				2,592
Income tax provision			668				250				499
Depreciation expense			4,013				3,481				2,584
Interest (income) expense, net			487				470				123
Adjusted EBITDA		$	1,102			$	10,101			$	5,798
Non-GAAP net income (loss) per share:
Basic		$	(0.08	)		$	0.12			$	0.06
Diluted		$	(0.08	)		$	0.12			$	0.06
Shares used in computing Non-GAAP net income (loss)
Basic			48,587				48,262				41,095
Diluted			48,587				51,193				43,829
Reconciliation of GAAP gross margin rate to non-GAAP gross margin rate:
GAAP gross profit		$	28,803			$	35,743			$	27,830
Stock-based compensation in cost of revenues			352				350				226
Non-GAAP gross profit		$	29,155			$	36,093			$	28,056
GAAP gross margin rate			24.7	%			29.7	%			27.5	%
Non-GAAP gross margin rate			25.0	%			30.0	%			27.7	%
Reconciliation of GAAP operating income (loss) to non-GAAP operating income (loss):
GAAP operating income (loss)		$	(6,249	)		$	1,626			$	33
Stock-based compensation included in:
Cost of revenues			352				350				226
Research and development			344				391				332
Selling, general and administrative			901				933				666
Amortization of intangible assets			722				739				347
Restructuring, acquisition and related costs			1,019				903				1,610
Legal settlements			—				1,678				—
Non-GAAP operating income (loss)		$	(2,911	)		$	6,620			$	3,214