10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2003

OR

¨ 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: 000-27273

SYCAMORE NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-3410558
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

220 Mill Road

Chelmsford, Massachusetts 01824

(Address of principal executive office)

Registrant’s telephone number, including area code: (978) 250-2900

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK $0.001 PAR VALUE

(Title of class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x        No  ¨.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K  x.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x        No  ¨.

As of September 30, 2003 there were 272,072,352 shares outstanding of the registrant’s common stock, $0.001 par value. As of January 25, 2003, the aggregate market value of voting stock held by non-affiliates of the registrant was approximately $529,822,000.

DOCUMENTS INCORPORATED BY REFERENCE

PART III—Portions of the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on December 18, 2003 are incorporated by reference into Part III (Items 10, 11, 12, 13 and 14) to this Form 10-K.

PART I

ITEM 1. BUSINESS

We incorporated under the laws of the State of Delaware on February 17, 1998 and shipped our first product in May 1999. We completed our initial public offering on October 21, 1999 and a follow-on public offering on March 14, 2000. Our principal executive offices are located at 220 Mill Road, Chelmsford, Massachusetts 01824. Our telephone number is (978) 250-2900, and our website address is www.sycamorenet.com. We provide our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports free of charge on our website as soon as reasonably practicable after we file these reports with the Securities and Exchange Commission.

Overview

Sycamore develops and markets optical networking products for telecommunications service providers worldwide. Our current and prospective customers include domestic and international large, established telecommunications service providers (sometimes referred to as incumbent service providers), Internet service providers, non-traditional telecommunications service providers, newer start-up service providers (sometimes referred to as emerging service providers), systems integrators, governments and enterprise organizations with private fiber networks. We believe that our products enable service providers to easily and cost-effectively transition their existing fiber optic network into a network infrastructure that can provision, manage and deliver economic, high-bandwidth services to their customers.

While the growth of the Internet and the deregulation of the telecommunications industry continue to drive an increase in data traffic on service provider networks, in fiscal 2001 the telecommunications industry began a severe decline which has impacted telecommunications equipment suppliers, including Sycamore. Total revenue for fiscal 2003 was $38.3 million, a decrease of 41% compared to fiscal 2002. Total revenue for fiscal 2002 was $65.2 million, a decrease of 83% compared to fiscal 2001. The decline in the telecommunications industry has continued into fiscal 2004, impeding our ability to secure additional customers and causing current customers’ purchases to decline. The decrease in the demand for our products has resulted in an adverse impact on our revenue and profitability.

In response to the telecommunications industry downturn, we enacted three separate restructuring programs through the fourth quarter of fiscal 2002. As part of our fourth quarter fiscal 2002 restructuring program, we discontinued the development of our standalone transport products and focused our business exclusively on optical switching products. As a result of our restructuring programs we have incurred net charges totaling $402.4 million, comprised as follows: $175.1 million of net charges related to excess inventory, $202.5 million of net charges for restructuring and related asset impairments, and $24.8 million of losses on investments, as described in detail in Note 10 to our consolidated financial statements.

Throughout the telecommunications industry downturn, we have maintained a significant cost structure, particularly within the research and development, sales and customer service organizations. We believe this cost structure is necessary to develop, market and sell our products to our current and prospective customers. As a result of the adverse market conditions, our restructuring programs and our decision to maintain a significant cost structure, our net losses for fiscal 2003 and 2002 were $55.1 million and $379.7 million, respectively, and we have incurred a cumulative net loss of $736.2 million as of July 31, 2003.

In fiscal 2004, we expect to continue to focus exclusively on the optical switching market and expand our customer base. We will continue to balance cash management with strategic investments in the business and incur operating losses as a result of maintaining a significant cost structure.

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Industry Background

Industry Trends

The world’s telecommunications infrastructure is largely supported by fiber optic networks primarily owned and operated by service providers. Following deregulation and privatization in the global telecommunications industry, there were many new entrants into the service provider market. Emerging service providers built networks and began competing with incumbent service providers in an effort to accommodate rapid traffic growth and projected growth on the public network. At the same time, readily available capital further fueled the growth in the number of service providers. Many equipment vendors offered substantial vendor financing to service providers as an inducement to build their networks. These events created significant demand for networking equipment.

During fiscal 2001, access to capital decreased and in response service providers began curtailing their network build-outs. Within a short time period, service providers dramatically reduced their overall capital spending. Equipment vendors also ceased providing vendor financing, which further decreased available capital. As a result, there was a slowdown in service provider equipment purchases and a sharp decline in demand for networking equipment. During this time period, several service providers failed and a number of them sought bankruptcy protection. At the same time, however, service providers looked to new optical products to help them more efficiently expand their networks to handle the increased traffic load while also managing their spending and expenses.

Optical networking

Despite the telecommunications industry’s economic difficulties, data traffic on the public telecommunications network continues to increase with the widespread use of the Internet and the World Wide Web. Consumers and businesses increasingly use the Internet for applications such as electronic mail, electronic commerce, and other voice, video and data services. This growth is expected to increase the demand for capacity, or bandwidth, at all levels of the public network.

We believe that a service provider’s competitive advantage and differentiation comes from its ability to provide bandwidth when and where needed and to create and offer new services quickly and cost effectively. Given the economic decline in the telecommunications industry, we believe that service providers want to minimize their capital expenditures, lower their operating costs and improve the profitability of their voice and data services.

Most service providers own and operate traditional optical networks designed primarily to support voice traffic. These traditional optical networks have a number of limitations on a service provider’s ability to offer services which provide a competitive advantage due to the following factors:

• Networks initially designed for voice traffic. Service providers initially built and operated their traditional optical networks to transmit voice traffic using specialized equipment and sophisticated operational processes. As a result, these traditional optical networks cannot easily or cost-effectively accommodate the growing levels of data traffic across the network.

• Inefficient utilization of network capacity. In traditional optical networks, only one half of the available capacity is used for delivering services. The other half remains idle in the event of a network failure. This traditional architecture supports the high-availability requirements of traditional voice services, but is inefficient for data traffic, which is more dynamic in nature and does not always require the same level of protection.

• Expensive to build and operate. Building traditional optical networks is a capital-intensive process, and requires the interconnection and management of multiple network devices. These separate devices require substantial space and power, and increase the cost and complexity of network operations.

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• Time consuming, complex service delivery. In traditional optical networks, the delivery of high-speed services is a highly complex, labor-intensive process that requires a highly skilled workforce and can take months to complete.

• Difficult and expensive network expansion. Adding or changing high-speed services in traditional optical networks is difficult and expensive. As a result, service providers cannot quickly or cost-effectively respond to unplanned changes in their customers’ demand or accommodate rapid increases in data network traffic.

• Limited ability to offer new services. Traditional optical network services are optimized for voice, not data. The inefficient nature of traditional optical networks limits the types of high-speed services that can be offered to customers. In addition, the high cost of creating and managing high-speed services in traditional optical networks impacts a service provider’s market competitiveness.

The Sycamore Solution

Sycamore’s intelligent optical switching solutions enable service providers to transition from inefficient, voice-centric networks to more efficient, data-optimized networks. The Company believes that its advanced hardware capabilities and software allow service providers to transform their existing network infrastructure into an intelligent network that enables them to provision, manage, and deliver communications services to their customers. We believe that our fully integrated, edge-to-core intelligent optical switching products reduce service providers’ capital and operating costs, simplify network operations, and provide the foundation for a new generation of optical network services.

• Improved network design. Using our expertise in optical technology, network management, data networking, and advanced hardware and software systems design, we develop innovative optical switching products that lower the costs of building and managing optical networks, and optimize the network for the growing level of data traffic.

• Improved utilization of network capacity. Our fully integrated optical switching products exchange real-time information about network traffic to enable better utilization of otherwise idle capacity, improve network efficiencies, and adapt more dynamically to data traffic patterns.

• Cost-effective solution. Our products replace multiple traditional networking devices with a single, compact intelligent optical switching system which simplifies the network architecture. Our products are designed to reduce initial capital expenditures and ongoing operating costs and simplify the management of network services.

• Rapid service delivery. Our optical switching products enable service providers to rapidly deliver high-speed services, simplify operational procedures and automate labor-intensive provisioning and network management processes. In some cases the time it takes service providers to deliver revenue-generating services to their customers is decreased from months to nearly real-time.

• Easy network expansion. Our optical switching products enable service providers to easily and cost-effectively increase bandwidth when and where needed. In addition, the ability of our optical switches to communicate real-time information enables the network to quickly respond to rapid increases in data-oriented network traffic.

• Creation of new services. Our products enable service providers to create new high-speed services and deliver such services more cost-effectively and efficiently. As a result, service providers can generate new sources of revenue and further differentiate their high-speed service offerings.

• Compatible with existing network devices. We designed our standards-based products to be compatible with existing network devices, enabling service providers to protect their traditional network investments while easily and cost-effectively transitioning to a more flexible and efficient high-speed service infrastructure. In addition, we offer comprehensive network management, planning and administration software that communicates with existing network management systems through common standards.

• Complete optical networking solution. Our optical switching product portfolio, along with our comprehensive management capabilities, is designed to enable service providers to extend the benefits of intelligent optical networking from the edge to the core of the network.

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Sycamore’s Strategy

Our objective is to be a leading provider of intelligent optical networking products. Throughout the telecommunications industry decline, Sycamore’s strategy has been focused on balancing strategic investment in the business with our efforts to carefully manage operating costs and preserve our cash position. We continue to invest significant amounts in research and development in order to continue to deliver innovative optical networking solutions and to reduce the manufacturing costs of our products. We are also investing in our sales and customer service infrastructure, which we believe is necessary to sell to and support our current and prospective customers. While we continue to invest in these areas of the business, we also continue to focus on cost management and cash preservation. Key elements of our strategy include the following:

• Expand our customer base domestically and internationally. We intend to actively pursue additional new customers both domestically and internationally, while continuing to expand our relationships with existing customers. While the telecommunications industry decline has impacted our ability to secure new customers, we believe that data traffic growth will cause service providers to seek optical networking solutions that will optimize network capacity and transition their networks toward a more flexible and data-optimized infrastructure.

• Target incumbent service providers. Our sales and marketing efforts focus primarily on incumbent service providers. Since incumbent service providers have the largest fiber optic infrastructure, we believe that our intelligent optical networking solutions offer them the most cost-effective way to expand and operate their networks and offer new revenue-generating services. We also focus our efforts on selling our products to systems integrators who in turn target governments and, to a limited extent, large enterprise customers.

• Maintain research and development investment. We believe that continued investment in research and development is necessary in order to continue to provide innovative optical networking solutions that meet our current and prospective customers’ needs. In order to provide such products to our customers, we believe we must make significant and sustained investment in research and development. We believe that this investment in research and development is necessary even during periods when our revenue has declined as a result of the decreased demand for telecommunications equipment.

• Maintain sales and customer service investment. We believe that continued investment in sales and customer service is necessary in order to expand and support our customer base both domestically and internationally. We believe that ongoing sales and customer service is critical to successful long-term relationships with, and follow-on sales to, our current and prospective customers.

• Pursue strategic relationships and acquisitions. We will pursue strategic relationships with telecommunications equipment providers to expand our access to a broader set of customers around the world. We believe that such strategic relationships may address portions of the market that we cannot reach with our own sales force without significant investment of time and resources. In addition, we may also pursue acquisitions of companies that have innovative technologies that are complementary to our intelligent optical switching products.

• Manage costs and preserve cash. We believe that our cash position with no long-term debt differentiates us from our competition. While we continue to invest in strategic areas of the business, we also continue to focus on cost management and cash preservation.

• Outsource manufacturing. We outsource the manufacturing of our products and purchase key components from third parties. Outsourcing enables us to reduce expenses and focus on our core competencies such as product development, sales and customer service.

• Drive demand for new services. We work collaboratively with our customers to help them identify and create new services for their end-user customers. Our professional and customer service teams provide assistance in such areas as network planning, design and implementation to facilitate the introduction of these services. By helping our customers to create new services, we help generate additional revenue opportunities for our customers and enhance the value proposition of our products.

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Sycamore’s Intelligent Optical Networking Products

Sycamore’s intelligent optical networking product portfolio includes fully integrated edge and core optical switching products, network management products, and network design and planning tools.

Intelligent optical switching. Our family of intelligent optical switches, including the SN 16000 SC, the SN 16000 and the SN 3000, are designed to enable service providers to provision and manage network bandwidth more efficiently in the metropolitan, regional, and core segments of the optical network. The SN 16000 SC is a single chassis system that provides optimal traffic management for the metropolitan and regional segments of the network. The SN 16000 is a multi-chassis system that provides optimal traffic management at the core of the optical network. The SN 3000 provides optimal traffic management in metropolitan networks. Our optical switches combine multiple functions in a single, highly compact system and address different capacity requirements within various segments of the network. As a result, our optical switches enable service providers to lower costs, simplify network operations, optimize network capacity and transition their networks towards more flexible and efficient infrastructures.

Network management. SILVX^®, our optical network management system, provides end-to-end management of services across a service provider’s optical switch network. SILVX provides comprehensive network management, planning and administration software tools that communicate with existing network management systems through common standards. SILVX simplifies network configuration, service provisioning and network management by automating many labor-intensive operational processes. The combination of SILVX and our sophisticated networking software allows the SN 3000, SN 16000 SC and SN 16000 to exchange real-time information about network traffic, thereby enabling service providers to quickly provision services and more efficiently manage network capacity. In addition, SILVX allows service providers to model a broad range of optical network architectures, forecast and plan for capacity expansion, and analyze network traffic.

Services. We offer complete engineering, furnishing, installation and testing services as well as comprehensive customer support from multiple locations worldwide.

Customers

Our current and prospective customers include domestic and international large, established telecommunications service providers, Internet service providers, non-traditional telecommunications service providers, newer start-up service providers, systems integrators, governments and enterprise organizations with private fiber networks. We expect that substantially all of our revenue will be generated from a limited number of customers. We currently have ten product revenue customers as of July 31, 2003.

During the year ended July 31, 2003, three customers, Vodafone Group PLC, Louis Dreyfus Communications and NTT Communications, a subsidiary of Nippon Telephone and Telegraph Corporation, accounted for 43%, 22% and 14% of our revenue, respectively. During the year ended July 31, 2002, two customers, Vodafone and NTT Communications, accounted for 45% and 20% of our revenue, respectively. During the year ended July 31, 2001, two customers, Williams Communications Group, Inc. and 360networks Inc., accounted for 47% and 11% of total revenue, respectively. International revenue was 91% of total revenue during the year ended July 31, 2003, compared to 87% of total revenue during the year ended July 31, 2002, and 35% of total revenue during the year ended July 31, 2001. See “Segment Information” in Note 2 to our consolidated financial statements for additional details.

Our contracts with customers typically include the purchase of our hardware products, the license of our SILVX network management system, and in some cases, maintenance and support services. These contracts include terms and arrangements that are customary and standard in our industry, such as payment, delivery and termination. We have experienced significant order cancellations and fluctuations in order backlog levels that have led us to conclude that we do not have a business history of firm backlog. None of our customers are contractually committed to purchase any minimum quantities of products from us and orders are generally

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cancelable prior to shipment. As a result, we do not disclose our order backlog, since we believe that our order backlog at any particular date is not necessarily indicative of actual revenue for any future period.

Sales and Marketing

There are a small number of current and prospective customers in each geographic market. Each service provider owns and operates a unique fiber optic network. The network complexity affects the integration of our optical networking products into their network. As a result, sales are made on a customer-by-customer basis and the sales cycle may extend beyond one year.

We have a worldwide sales force and we sell our products through a direct sales force with a local presence in several locations around the world. In certain markets, we also have distribution partners, independent marketing representatives or independent sales consultants. We intend to further establish relationships with selected distribution and marketing partners to extend our reach to serve new markets.

The primary focus of our sales efforts is to develop strong relationships with incumbent service providers. Our sales and presales engineering organizations work collaboratively with both current and prospective customers to identify optical switching applications that create value in their network as well as create new services that they can offer to their customers. We also provide comprehensive post-sales customer support including network planning and deployment, technical assistance centers and logistics support. Our customer support organization leverages a network of highly qualified service partners to extend our reach and capabilities.

In support of our sales efforts, we conduct marketing programs to position and promote market awareness of Sycamore and our products. We also participate in conferences, trade shows and provide marketing information on our website. In addition, we conduct public relations activities, including interviews and demonstrations for the business and trade media, and industry analysts.

Research and Development

We believe that continued investment in research and development is necessary in order to continue to provide innovative optical networking solutions that meet our current and prospective customers’ needs. We believe that our current and prospective customers require optical networking solutions that will allow them to optimize bandwidth and capacity management while also allowing them to reduce their capital expenditures and operating costs. In order to provide such products to our customers, we believe we must make significant and sustained investment in research and development. Our research and development effort focuses primarily on improvements to the features and functionality of existing products and the development of new products. We believe that this investment in research and development is necessary even during periods when our revenue has declined as a result of the decreased demand for telecommunications equipment. Sycamore intends to focus its research and development efforts on optical switching and may pursue strategic alliances or acquisitions to address current and prospective customers’ needs.

Our research and development expenditures were $52.4 million, $109.7 million and $159.6 million for the years ended July 31, 2003, 2002 and 2001, respectively. All of our expenditures for research and development, as well as stock-based compensation expense relating to research and development of $3.0 million, $9.9 million and $34.2 million, for the years ended July 31, 2003, 2002 and 2001, respectively, have been expensed as incurred. As of July 31, 2003, we had approximately 232 employees involved in research and development.

Competition

Competition in the optical networking market is intense, particularly since our current and prospective customers have reduced their capital expenditures. Based on the current level of spending by telecommunications service providers, competition has been and will continue to be very intense.

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Sycamore’s competition includes established vendors of network infrastructure equipment and optical networking equipment, such as Nortel Networks, Lucent Technologies, Alcatel and Ciena Corporation. Many of our established competitors have longer operating histories and greater financial, technical, sales, marketing and manufacturing resources and are able to devote greater resources to the research and development of new products. In addition, many of our competitors have more extensive customer bases and broader customer relationships than us, including relationships with our potential customers. In addition, to a lesser extent, we see new entrants into the optical networking market with new products that compete with our products. In order to compete effectively in this market, we must deliver products that:

• provide a cost-effective solution to service providers for expanding capacity and bandwidth management;

• lower a service provider’s cost of building and operating their fiber optic network;

• provide extremely high network reliability;

• interoperate with existing network devices;

• simplify the network architecture by replacing multiple traditional networking devices into a single compact optical switch; and

• provide effective network management.

In addition, we believe that our knowledge of telecommunications infrastructure requirements and experience working with service providers to develop new services for their customers are important competitive factors in our market.

Proprietary Rights and Licensing

Our success and ability to compete are dependent on our ability to develop and maintain the proprietary aspects of our technology and to operate without infringing on the proprietary rights of others. We rely on a combination of patent, trademark, trade secret and copyright law and contractual restrictions to protect the proprietary aspects of our technology. We license software to our customers pursuant to signed or shrinkwrap license agreements, which impose certain restrictions on the licensee’s ability to utilize the software. Our practice is to require employees and consultants to execute non-disclosure and proprietary rights agreements upon commencing employment or consulting with us. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. We enforce our intellectual property rights vigorously against infringement or misappropriation.

We license third party software, including certain technologies that are (i) embedded into our hardware platforms and into our SILVX network management system; (ii) used internally by us as hardware design tools and (iii) used internally by us as software development tools. We also utilize publicly available technology. The majority of these licenses have perpetual terms but will generally terminate after an uncured breach of the agreement by us. We believe, based upon past experience and standard industry practice, that such licenses generally could be obtained on commercially reasonable terms in the future. Nonetheless, there can be no assurance that the necessary licenses would be available on acceptable terms, if at all.

As of July 31, 2003, we had received 18 United States patents and had pending 56 United States patent applications. We also have eight pending foreign patent applications. Of the United States patents that have been issued, the earliest any will expire is February 2019. As of July 31, 2003, we had seven allowed or registered United States trademarks and fourteen allowed or registered foreign trademarks. All of the registered United States trademarks have a duration of ten years from the date of application, the earliest of which will expire in February 2011.

Manufacturing

We outsource almost all of the manufacturing of our products. We utilize contract manufacturers, who provide manufacturing services, including material procurement and handling, printed circuit board assembly and

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mechanical board assembly. We design, specify, and monitor all of the tests that are required to meet our internal and external quality standards. We work closely with our contract manufacturers to manage costs and delivery times. Our contract manufacturing agreements generally have indefinite terms and are cancelable by either party with advance notice. We believe that outsourced manufacturing enables us to deliver products more quickly and allows us to focus on our core competencies, including research and development, sales and customer service.

We have limited internal manufacturing operations. Our internal manufacturing operations primarily consist of quality assurance for materials and components, and final testing, assembly and shipment of our products. We also use a limited number of other manufacturers to supply certain non-significant product sub-assemblies and components.

Our optical networking products utilize hundreds of individual parts, some of which are customized for our products. Component suppliers in the specialized, high technology end of the optical communications industry are generally not as plentiful or, in some cases, as reliable, as component suppliers in more mature industries. We work closely with our strategic component suppliers to pursue new component technologies that could either reduce cost or enhance the performance of our products.

We currently purchase several key components, including commercial digital signal processors, central processing units, field programmable gate arrays, switch fabric, and optical transceivers, from single or limited sources. We purchase each of these components on a purchase order basis and have no long-term contracts for these components. Although we believe that there are alternative sources for each of these components, in the event of a disruption in supply, we may not be able to develop an alternate source in a timely manner or at favorable prices.

Throughout the downturn in the telecommunications industry, the optical component industry has been downsizing manufacturing capacity while consolidating product lines from earlier acquisitions. Several suppliers have exited the market for optical components, and others have announced reductions of their product offerings. These announcements, or similar decisions by other suppliers, could result in reduced competition and higher prices for the components we purchase. In addition, the loss of a source of supply for key components could require us to incur additional costs to redesign our products that use those components.

Employees

As of July 31, 2003, we employed approximately 373 persons of which 232 were primarily engaged in research and development, 45 in sales and marketing, 27 in customer service and support, 25 in manufacturing, and 44 in finance and administration. None of our employees are currently represented by a collective bargaining unit. We believe our relations with our employees are good.

Executive Officers

Set forth below is information concerning our current executive officers and their ages as of October 21, 2003.

Name	Age	Position
Daniel E. Smith	54	President, Chief Executive Officer and Director
Frances M. Jewels	38	Chief Financial Officer, Vice President, Finance and Administration, Treasurer and Secretary
John E. Dowling	50	Vice President, Operations
Araldo Menegon	44	Vice President, Worldwide Sales and Support
Kevin J. Oye	45	Vice President, Systems and Technology

Daniel E. Smith has served as our President, Chief Executive Officer and as a member of our Board of Directors since October 1998. From June 1997 to July 1998, Mr. Smith was Executive Vice President and

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General Manager of the Core Switching Division of Ascend Communications, Inc., a provider of wide area network switches and access data networking equipment. Mr. Smith was also a member of the board of directors of Ascend Communications, Inc. during that time. From April 1992 to June 1997, Mr. Smith served as President and Chief Executive Officer and a member of the board of directors of Cascade Communications Corp.

Frances M. Jewels has served as our Vice President of Finance and Administration, Treasurer and Secretary since June 1999 and Chief Financial Officer since July 1999. From June 1997 to June 1999, Ms. Jewels served as Vice President and General Counsel of Ascend Communications, Inc. From April 1994 to June 1997, Ms. Jewels served as Corporate Counsel of Cascade Communications Corp. Prior to April 1994, Ms. Jewels practiced law in private practice and, prior to that, practiced as a certified public accountant.

John E. Dowling has served as our Vice President of Operations since August 1998. From July 1997 to August 1998, Mr. Dowling served as Vice President of Operations of Aptis Communications, a manufacturer of carrier-class access switches for network service providers. Mr. Dowling served as Vice President of Operations of Cascade Communications Corp. from May 1994 to June 1997.

Araldo Menegon has served as our Vice President, Worldwide Sales and Support since August 2002. From April 2001 to June 2002, Mr. Menegon served as Senior Vice President of Worldwide Sales and Field Operations for Tenor Networks, a provider of networking equipment. From August 1999 to March 2001, Mr. Menegon served as Area Operations Director for Cisco Systems, Inc. From July 1997 to July 1999, Mr. Menegon served as Director of Service Provider Operations for Cisco Canada. Prior to joining Cisco in July 1996, Mr. Menegon spent 14 years with NCR and held several senior management positions, including an international assignment with NCR’s Pacific Group from January 1988 to February 1992.

Kevin J. Oye has served as our Vice President, Systems and Technology since November 2001. From October 1999 through November 2001, Mr. Oye served as our Vice President, Business Development. From March 1998 to October 1999, Mr. Oye served as Vice President, Strategy and Business Development at Lucent Technologies, Inc. and from September 1993 to March 1998, Mr. Oye served as the Director of Strategy, Business Development, and Architecture at Lucent Technologies, Inc. From June 1980 to September 1993, Mr. Oye held various positions with AT&T Bell Laboratories where he was responsible for advanced market planning as well as development and advanced technology management.

ITEM 2. PROPERTIES

We currently lease four facilities in Chelmsford, Massachusetts, containing approximately 388,000 square feet in the aggregate. In Wallingford, Connecticut, we currently lease one facility containing a total of approximately 30,000 square feet. These facilities consist of offices and engineering laboratories used for administration, sales and customer support, research and development, and ancillary light manufacturing, storage and shipping activities. We also maintain smaller offices to provide sales and customer support at various domestic and international locations. These facilities are presently adequate and suitable for our needs, and we do not expect to require additional space during fiscal 2004. We own a parcel of undeveloped land, containing approximately 106 acres, in Tyngsborough, Massachusetts. This land was acquired for the purpose of developing a campus that would serve as our corporate headquarters, if we should require additional facilities over the next several years.

ITEM 3. LEGAL PROCEEDINGS

Beginning on July 2, 2001, several purported class action complaints were filed in the United States District Court for the Southern District of New York against the Company and several of its officers and directors (the “Individual Defendants”) and the underwriters for the Company’s initial public offering on October 21, 1999. Some of the complaints also include the underwriters for the Company’s follow-on offering on March 14, 2000. The complaints were consolidated into a single action and an amended complaint was filed on April 19, 2002.

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The amended complaint, which is the operative complaint, was filed on behalf of persons who purchased the Company’s common stock between October 21, 1999 and December 6, 2000. The amended complaint alleges violations of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, primarily based on the assertion that the Company’s lead underwriters, the Company and the other named defendants made material false and misleading statements in the Company’s Registration Statements and Prospectuses filed with the SEC in October 1999 and March 2000 because of the failure to disclose (a) the alleged solicitation and receipt of excessive and undisclosed commissions by the underwriters in connection with the allocation of shares of common stock to certain investors in the Company’s public offerings and (b) that certain of the underwriters allegedly had entered into agreements with investors whereby underwriters agreed to allocate the public offering shares in exchange for which the investors agreed to make additional purchases of stock in the aftermarket at pre-determined prices. The amended complaint alleges claims against the Company, several of the Company’s officers and directors and the underwriters under Sections 11 and 15 of the Securities Act. It also alleges claims against the Company, the individual defendants and the underwriters under Sections 10(b) and 20(a) of the Securities Exchange Act. The amended complaint seeks damages in an unspecified amount.

The action against the Company is being coordinated with approximately three hundred other nearly identical actions filed against other companies. The actions seek damages in an unspecified amount. On October 9, 2002, the court dismissed the Individual Defendants from the case without prejudice based upon Stipulations of Dismissal filed by the plaintiffs and the Individual Defendants. The Company has approved a Memorandum of Understanding (“MOU”) and related agreements which set forth the terms of a proposed settlement between the Company and the plaintiff class. It is anticipated that any potential financial obligation of the Company to plaintiffs pursuant to the terms of the MOU and related agreements will be covered by existing insurance. Therefore, the Company does not expect that the settlement will involve any payment by the Company. The MOU and related agreements are subject to a number of contingencies, including the negotiation of a settlement agreement and its approval by the Court. The Company is unable to determine whether or when a settlement will occur or be finalized. In the event that a settlement is not finalized, the Company is not currently able to estimate the possibility of loss or range of loss, if any, relating to these claims.

On April 1, 2003, a complaint was filed against the Company in the United States Bankruptcy Court for the Southern District of New York by the creditors’ committee (the “Committee”) of 360networks (USA), inc. and 360networks services inc. (the “Debtors”). The Debtors are the subject of a Chapter 11 bankruptcy proceeding but are not plaintiffs in the complaint filed by the Committee. The complaint seeks recovery of alleged preferential payments in the amount of approximately $16.1 million, plus interest. The Committee alleges that the Debtors made the preferential payments under Section 547(b) of the Bankruptcy Code to the Company during the 90-day period prior to the Debtors’ bankruptcy filings. The Company believes that the claims against it are without merit and intends to defend against the complaint vigorously. The Company is not currently able to estimate the possibility of loss or range of loss, if any, relating to these claims.

The Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s results of operations or financial position.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Price Range of Common Stock

Our common stock has been traded on the Nasdaq National Market under the symbol “SCMR” since October 22, 1999. The following table sets forth, for the periods indicated, the high and low closing sale prices as reported on the Nasdaq National Market for Sycamore common stock, as adjusted for all stock splits.

	High		Low
Fiscal year 2003:
Fourth Quarter ended July 31, 2003	$	4.63	$	3.12
Third Quarter ended April 26, 2003		3.25		2.90
Second Quarter ended January 25, 2003		3.46		2.48
First Quarter ended October 26, 2002		3.04		2.29
	High		Low
Fiscal year 2002:
Fourth Quarter ended July 31, 2002	$	3.86	$	2.80
Third Quarter ended April 27, 2002		5.01		3.44
Second Quarter ended January 26, 2002		6.44		4.31
First Quarter ended October 27, 2001		7.48		3.29

As of July 31, 2003, there were approximately 1,432 stockholders of record.

Dividend Policy

We have never paid or declared any cash dividends on our common stock or other securities and do not anticipate paying cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, results of operations, capital requirements, general business condition and such other factors as the board of directors may deem relevant.

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ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data has been derived from our consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial data included elsewhere in this report. The historical results are not necessarily indicative of results to be expected for any future period.

	Year Ended July 31,
	2003			2002			2001			2000			1999
	(in thousands, except per share data)
Consolidated Statement of Operations Data:
Revenue	$	38,276		$	65,174		$	374,746		$	198,137		$	11,330
Cost of revenue		35,104			152,704			317,796			106,419			8,587
Gross profit (loss)		3,172			(87,530	)		56,950			91,718			2,743
Operating expenses:
Research and development		52,438			109,654			159,607			71,903			17,979
Sales and marketing		19,763			39,687			83,478			30,650			4,064
General and administrative		7,239			10,166			16,820			9,824			3,056
Stock-based compensation		6,627			22,812			62,092			19,634			3,547
Restructuring charges and related asset impairments		(4,447	)		124,990			81,926			—			—
Acquisition costs		—			—			4,948			—			—
Total operating expenses		81,620			307,309			408,871			132,011			28,646
Loss from operations		(78,448	)		(394,839	)		(351,921	)		(40,293	)		(25,903	)
Losses on investments		—			(24,845	)		—			—			—
Interest and other income, net		23,342			40,027			85,299			41,706			850
Income (loss) before income taxes		(55,106	)		(379,657	)		(266,622	)		1,413			(25,053	)
Income tax expense		—			—			13,132			745			—
Net income (loss)	$	(55,106	)	$	(379,657	)	$	(279,754	)	$	668		$	(25,053	)
Basic net income (loss) per share	$	(0.21	)	$	(1.49	)	$	(1.18	)	$	0.00		$	(1.32	)
Diluted net income (loss) per share	$	(0.21	)	$	(1.49	)	$	(1.18	)	$	0.00		$	(1.32	)
Shares used in per-share calculation—basic		265,702			254,663			237,753			166,075			18,919
Shares used in per-share calculation—diluted		265,702			254,663			237,753			233,909			18,919
	As of July 31,
	2003			2002			2001			2000			1999
	(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and investments	$	995,583		$	1,043,545		$	1,248,549		$	1,517,103		$	47,889
Working capital		651,832			636,530			783,665			1,147,131			59,292
Total assets		1,032,628			1,118,575			1,551,321			1,697,915			79,038
Long term debt, less current portion		—			—			—			1,157			4,489
Redeemable convertible preferred stock		—			—			—			—			55,771
Total stockholders’ equity	$	992,515		$	1,038,523		$	1,387,860		$	1,591,118		$	6,691

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with “Selected Financial Data” and our consolidated financial statements and the related notes thereto included elsewhere in this report. Except for the historical information contained herein, we caution you that certain matters discussed in this report constitute forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to the rate of product purchases by current and prospective customers; general economic conditions, including stock market volatility and capital market conditions; conditions specific to the telecommunications, Internet and related industries; the commercial success of the Company’s line of intelligent optical networking products; the Company’s reliance on a limited number of customers; new product introductions and enhancements by the Company and its competitors; the length and variability of the sales cycles for the Company’s products; competition; manufacturing and sourcing risks; variations in the Company’s quarterly results; and the other factors discussed in this Form 10-K and other reports filed by us from time to time with the Securities and Exchange Commission. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words.

Overview

Sycamore develops and markets optical networking products for telecommunications service providers worldwide. Our current and prospective customers include domestic and international large, established telecommunications service providers (sometimes referred to as incumbent service providers), Internet service providers, non-traditional telecommunications service providers, newer start-up service providers (sometimes referred to as emerging service providers), systems integrators, governments and enterprise organizations with private fiber networks. We believe that our products enable service providers to cost-effectively and easily transition their existing fiber optic network into an infrastructure that can provision, manage and deliver economic, high-bandwidth services to their customers.

For the last several years, the market for our products in the United States was influenced by regulatory changes, in particular, the Telecommunications Act of 1996, and the entry of a substantial number of new companies into the communications service business both domestically and internationally. These new companies, commonly referred to as emerging service providers, raised significant amounts of capital, much of which they invested in capital expenditures to build out their networks. In order to compete with the new emerging service providers, incumbent service providers also increased their capital expenditures above their historical levels. These trends accelerated the growth of the telecommunications equipment industry, including the demand for our products.

Over the last three years, these trends began to reverse and the telecommunications industry began to decline. In addition, there has been a sharp contraction in the availability of capital to our industry. As a result, many emerging service providers were no longer able to finance the build out of their networks and subsequently have failed or have significantly reduced the scope of their business operations. In addition, many incumbent service providers also had difficulty raising additional capital and have experienced significant financial difficulties. As a result of these developments service providers have reduced capital spending. At the same time, both the United States economy and the economies in substantially all of the countries in which we market our products have slowed significantly. As a result, our existing and prospective customers have become more conservative in their capital expenditures and more uncertain about their future purchases. As a consequence, we are facing a market that is both reduced in size and more difficult to predict and plan for.

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These trends have had a number of significant effects on our business, including a decline in revenue of $309.6 million, or 83%, in fiscal 2002 compared to fiscal 2001 and a decline in revenue of $26.9 million, or 41%, in fiscal 2003 compared to fiscal 2002. In response to the telecommunications industry downturn, we enacted three separate restructuring programs through the fourth quarter of fiscal 2002. As a result of our restructuring programs we have incurred net charges totaling $402.4 million, comprised as follows: $175.1 million of net charges related to excess inventory, $202.5 million of net charges for restructuring and related asset impairments, and $24.8 million of losses on investments.

Our restructuring programs have reduced our cost structure compared to historical levels, however, we maintain a significant cost structure, particularly within the research and development, sales and customer support organizations. We believe this cost structure is necessary to develop, market and sell our products to our current and prospective customers. We expect that our significant investment in our current cost structure will continue to have an adverse impact on our cost of revenue, gross margins and operating results. At this time, we cannot predict when, or if, the market conditions and the demand for our products will improve.

As a result of the downturn in the telecommunications industry, our restructuring programs and our decision to maintain a significant cost structure, we have incurred a cumulative net loss of $736.2 million at July 31, 2003.

As of July 31, 2003, Sycamore and its subsidiaries employed approximately 373 persons, which was a net reduction of 72 persons from the approximately 445 persons employed on July 31, 2002.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. The preparation of these financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates, including those relating to the allowance for doubtful accounts, inventory allowance, valuation of investments, warranty obligations, restructuring liabilities and asset impairments, litigation and other contingencies. Estimates are based on our historical experience and other assumptions that we consider reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

We believe that the following critical accounting policies affect the most significant judgments, assumptions and estimates we use in preparing our consolidated financial statements. Changes in these estimates can affect materially the amount of our reported net income or loss.

When products are shipped to customers, we evaluate whether all of the fundamental criteria for revenue recognition have been met. The most significant revenue recognition judgments typically involve customer acceptance and whether collection is reasonably assured.

Some of our transactions involve the sale of products and services under multiple element arrangements. While each individual transaction varies according to the terms of the purchase order or sales agreement, a typical multiple element arrangement may include some or all of the following components: product shipments, installation services, maintenance and training. The total sales price is allocated based on the relative fair value of each component, which generally is the price charged for each component when sold separately. For the product portion, we recognize revenue upon shipment if there are no significant uncertainties regarding customer acceptance. If uncertainties regarding customer acceptance exist, we recognize revenue when the uncertainties are resolved. For installation services, typically we recognize revenue for services that have been performed upon acceptance in accordance with the contract. For maintenance and training services, we recognize revenue when the services are performed.

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The allowance for doubtful accounts is based on our assessment of the collectibility of specific customer accounts. In the event that we become aware of a deterioration in a particular customer’s financial condition, a review is performed to determine if additional provisions for doubtful accounts are required.

We accrue for warranty costs at the time revenue is recognized based on contractual rights and on the historical rate of claims and costs to provide warranty services. If we experience an increase in warranty claims above historical experience or our costs to provide warranty services increase, we may be required to increase our warranty accrual. An increase in the warranty accrual will have an adverse impact on our gross margins.

We continuously monitor inventory balances and record inventory allowances for any excess of the cost of the inventory over its estimated market value, based on assumptions about future demand and market conditions. While such assumptions may change from period to period, we measure the net realizable value of inventories using the best information available as of the balance sheet date. If actual market conditions are less favorable than those projected, or we experience a higher incidence of inventory obsolescence because of rapidly changing technology and customer requirements, additional inventory allowances may be required, such as the $102.4 million charge we recorded in the first quarter of fiscal 2002.

Once we have written down inventory to its estimated net realizable value, we cannot increase its carrying value due to subsequent changes in demand forecasts. Accordingly, if inventory previously written down to its net realizable value is subsequently sold, we may realize improved gross profit margins on these transactions.

During the third quarter of fiscal 2001 and the first and fourth quarters of fiscal 2002, we recorded charges for restructuring and related asset impairments totaling $422.0 million, including inventory related charges of $186.4 million. These restructuring programs required us to make numerous assumptions and estimates such as future revenue levels and product mix, the timing of and the amounts received for subleases of excess facilities, the fair values of impaired assets, the amounts of other than temporary impairments of strategic investments, and the potential legal matters, administrative expenses and professional fees associated with the restructuring programs.

We continuously monitor the judgments, assumptions and estimates relating to the restructuring programs and, if these judgments, assumptions and estimates change, we may be required to record additional charges or credits against the reserves previously recorded for these restructuring programs. For example, during the third and fourth quarters of fiscal 2003, we recorded a net credit totaling $4.4 million to operating expenses, due to various changes in estimates relating to all of our restructuring programs. These credits included decreases in the accruals for potential legal matters associated with the restructuring programs and workforce reduction costs, partially offset by increases in the accrual for additional facility consolidation charges due to less favorable sublease assumptions. While we reduced the accrual for potential legal matters based on our current estimate as adjusted for events within the current quarter, given the inherent uncertainties involved in such matters, it is reasonably possible that we may incur a loss in addition to the amount accrued. In addition, in the event that other contingencies associated with the restructuring programs occur, or the estimates associated with the restructuring programs are revised, we may be required to record additional charges or credits against the reserves previously recorded for the restructuring programs. As of July 31, 2003, we had $18.0 million accrued as part of our restructuring liability relating to facility consolidations, based on our best estimate of the available sublease rates and terms at the present time. In the event that we are unsuccessful in subleasing any of the restructured facilities, we could incur additional restructuring charges and cash outflows in future periods totaling $1.2 million, which represents our current estimate of the assumed sublease recoveries.

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Results of Operations

Fiscal Years ended July 31, 2003 and 2002

Revenue

Total revenue was $38.3 million and $65.2 million for fiscal 2003 and 2002, respectively. The decrease in revenue of $26.9 million or 41% from fiscal 2002 to 2003 was primarily due to the decrease in demand for optical networking products worldwide.

Product revenue declined 40%, or $17.3 million, to $26.2 million compared to product revenue of $43.5 million for fiscal 2002. Service revenue declined 44%, or $9.6 million, to $12.1 million compared to service revenue of $21.7 million in fiscal 2002. Three customers accounted for 43%, 22% and 14% of revenue in fiscal 2003, whereas two customers accounted for 45% and 20% of revenue in fiscal 2002. No other customer accounted for more than 10% of revenue in fiscal 2003 or 2002. International revenue represented 91% of revenue in fiscal 2003, compared to 87% of revenue in fiscal 2002. We expect future revenue to continue to be highly concentrated in a relatively small number of customers and that international revenue may continue to represent a significant percentage of future revenue. The loss of any one of these customers or any substantial reduction in orders by any one of these customers could materially adversely affect our business, financial condition and results of operations.

Gross profit (loss)

Gross profit (loss) for product and services, including non-cash stock-based compensation expense, was as follows (in thousands, except percentages):

	Year Ended July 31,
	2003			2002
Gross profit (loss):
Product	$	4,240		$	(83,796	)
Service		(1,068	)		(3,734	)
Total	$	3,172		$	(87,530	)
Gross profit (loss):
Product		16.2	%		(192.6	)%
Service		(8.8	)%		(17.2	)%
Total		8.3	%		(134.3	)%

Product gross profit (loss)

Product gross profit was 16.2% of revenue for fiscal 2003 compared to a gross loss of (192.6%) of revenue for fiscal 2002. The decrease in revenue without a proportionate decrease in manufacturing costs adversely impacted product gross profit for both periods. The fiscal 2003 product gross profit included a credit of $0.5 million relating to a change in estimate relating to the excess inventory charge recorded in fiscal 2002. The product gross loss for fiscal 2002 included an excess inventory net charge of $91.6 million for inventory write-downs and non-cancelable purchase commitments.

Service gross profit (loss)

Service gross loss was (8.8%) of revenue for fiscal 2003 compared to a gross loss of (17.2%) of revenue for fiscal 2002. Service gross loss improved as a percentage of revenue in fiscal 2003 due to a reduction in customer support expenses, which exceeded the rate of decline in service revenue. The service gross loss for fiscal 2003 includes costs associated with a further realignment within the customer support organization, including employee severance and related costs.

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At present, gross margins are low due to our decision to maintain a significant cost structure within our customer support organization, which we believe is necessary in order to sell our products to our current and prospective customers.

Research and Development Expenses

Research and development expenses decreased $57.3 million to $52.4 million for fiscal 2003 compared to $109.7 million for fiscal 2002. The decrease in expenses was primarily due to lower project materials costs and lower personnel and related expenses due to our prior restructuring programs.

Sales and Marketing Expenses

Sales and marketing expenses decreased $19.9 million to $19.8 million for fiscal 2003 compared to $39.7 million for fiscal 2002. The decrease in expenses was primarily due to lower personnel and related expenses due to our prior restructuring programs.

General and Administrative Expenses

General and administrative expenses decreased $3.0 million to $7.2 million for fiscal 2003 compared to $10.2 million for fiscal 2002. The decrease in expenses was primarily due to lower personnel and related expenses due to our prior restructuring programs.

Stock-Based Compensation Expense

Total stock-based compensation expense decreased $16.6 million to $8.0 million for fiscal 2003 compared to $24.6 million for fiscal 2002. For fiscal 2003, $1.4 million of stock-based compensation expense was classified as cost of revenue and $6.6 million was classified as operating expenses. Stock-based compensation expense primarily resulted from the granting of stock options and restricted shares with exercise or sale prices which were deemed to be below fair market value. The decrease was primarily due to stock-based compensation expense for restricted stock and stock options relating to the acquisition of Sirocco Systems, Inc., which were fully amortized in the fourth quarter of fiscal 2002. Stock-based compensation expense also declined as a result of personnel reductions from our prior restructuring programs. We currently expect to continue to incur stock-based compensation expense through the fourth quarter of fiscal 2005.

Restructuring Charges and Related Asset Impairments

In fiscal 2001 the telecommunications industry began a severe decline which has impacted equipment suppliers, including Sycamore. In response to the telecommunications industry downturn, we enacted three separate restructuring programs: the first in the third quarter of fiscal 2001 (the “fiscal 2001 restructuring”), the second in the first quarter of fiscal 2002 (the “first quarter fiscal 2002 restructuring”), and the third in the fourth quarter of fiscal 2002 (the “fourth quarter fiscal 2002 restructuring”). As a part of our fourth quarter fiscal 2002 restructuring program, we discontinued the development of our standalone transport products and focused our business exclusively on optical switching products. During fiscal 2002, as a result of the combined activity under all of the restructuring programs, we recorded a total net charge of $241.5 million, which was classified in the statement of operations as follows: cost of revenue—$91.7 million, operating expenses—$125.0 million, and non-operating expenses—$24.8 million. The originally recorded restructuring charges were subsequently reduced by credits totaling $14.6 million (cost of revenue—$10.8 million and operating expenses—$3.8 million). During fiscal 2003, due to various changes in estimates relating to the prior restructuring programs, we recorded a credit of $0.5 million classified as cost of revenue, and a net credit of $4.4 million classified as operating expenses as described below.

During the third and fourth quarters of fiscal 2003, we recorded a net $4.4 million credit to operating expenses due to various changes in estimates relating to our restructuring programs. The changes in estimates

18

consisted primarily of a $8.6 million reduction in the estimated legal matters associated with the restructuring programs, a $0.9 million credit relating to proceeds received from the disposal of certain equipment and a $0.8 million reduction in the costs associated with a workforce reduction, partially offset by $4.9 million of additional facility consolidation charges and a $1.0 million charge for the write-down of certain land. In addition, we recorded a $0.5 million credit to cost of revenue relating to a favorable settlement with a supplier. While we have reduced the accrual for potential legal matters based on our current estimate as adjusted for events within the current quarter, given the inherent uncertainties involved in such matters, it is reasonably possible that we may incur a loss in addition to the amount accrued. In addition, in the event that other contingencies associated with the restructuring programs occur, or the estimates associated with the restructuring programs are revised, we may be required to record additional charges or credits against the reserves previously recorded for our restructuring programs.

As of July 31, 2003, we had $19.1 million in accrued restructuring costs, consisting primarily of $18.0 million of accrued liabilities for facility consolidations. Details regarding each of the restructuring programs are described below.

Fiscal 2001 Restructuring:

The fiscal 2001 restructuring program included a workforce reduction of 131 employees, consolidation of excess facilities, and the restructuring of certain business functions to eliminate non-strategic products and overlapping feature sets. We recorded restructuring charges and related asset impairments of $81.9 million classified as operating expenses and an excess inventory charge of $84.0 million relating to discontinued product lines, which was classified as cost of revenue. The restructuring charges included amounts accrued for potential legal matters, administrative expenses and professional fees associated with the restructuring programs, including employment termination related claims. We substantially completed the fiscal 2001 restructuring program during the first half of fiscal 2002. In the fourth quarter of fiscal 2002, we recorded a net $2.1 million credit to operating expenses due to various changes in estimates. The changes in estimates consisted primarily of $4.7 million of additional facility consolidation charges due to less favorable sublease assumptions, offset by a $6.7 million reduction in the potential legal matters associated with the restructuring programs. During the third and fourth quarters of fiscal 2003, we recorded a net $1.3 million charge to operating expenses due to various changes in estimates. The changes in estimates consisted of $3.6 million of additional facility consolidation charges due to less favorable sublease assumptions, partially offset by a $2.3 million reduction in potential legal matters associated with the restructuring programs. As of July 31, 2003, the projected future cash payments of $12.9 million consist of facility consolidation charges that will be paid over the respective lease terms through fiscal 2007, and potential legal matters associated with the restructuring programs.

The restructuring charges and related asset impairments recorded in the fiscal 2001 restructuring program, and the reserve activity since that time, are summarized as follows (in thousands):

	Original Restructuring Charge		Non-cash Charges		Payments		Adjustments		Accrual Balance at July 31, 2002		Payments		Adjustments			Accrual Balance at July 31, 2003
Workforce reduction	$	4,174	$	829	$	3,203	$	142	$	—	$	—	$	—		$	—
Facility consolidations and certain other costs		24,437		1,214		5,419		1,994		15,810		4,256		(1,336	)		12,890
Inventory and asset write-downs		137,285		84,972		52,313		—		—		—		—			—
Total	$	165,896	$	87,015	$	60,935	$	2,136	$	15,810	$	4,256	$	(1,336	)	$	12,890

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First Quarter Fiscal 2002 Restructuring:

The first quarter fiscal 2002 restructuring program included a workforce reduction of 239 employees, consolidation of excess facilities and charges related to excess inventory and other asset impairments. As a result, we recorded restructuring charges and related asset impairments of $77.3 million classified as operating expenses and an excess inventory charge of $102.4 million classified as cost of revenue. In addition, we recorded charges totaling $22.7 million, classified as a non-operating expense, relating to impairments of investments in non-publicly traded companies that were determined to be other than temporary. The restructuring charges included $7.1 million of costs relating to the workforce reduction, $11.2 million related to the write-down of certain land, lease terminations and non-cancelable lease costs and $6.0 million for potential legal matters, administrative expenses and professional fees associated with the restructuring programs, including employment termination related claims. The restructuring charges also included $102.4 million for inventory write-downs and non-cancelable purchase commitments for inventories due to a severe decline in the forecasted demand for our products and $53.1 million for asset impairments related to our vendor financing agreements and fixed assets that we abandoned.

The first quarter fiscal 2002 restructuring program was substantially completed during the fourth quarter of fiscal 2002. During the third and fourth quarters of fiscal 2002, we recorded credits totaling $10.8 million to cost of revenue due to changes in estimates, the majority of which related to favorable settlements with contract manufacturers for non-cancelable inventory purchase commitments. In addition, during the fourth quarter of fiscal 2002, we recorded a net $1.7 million credit to operating expenses relating to various changes in estimates. The changes in estimates consisted of a $1.7 million reduction in potential legal matters associated with the restructuring programs and the reversal of an accrued liability of $0.8 million for workforce reductions, partially offset by $0.9 million of additional facility consolidation charges. During the third and fourth quarters of fiscal 2003, we recorded a net $1.4 million credit to operating expenses due to various changes in estimates. The changes in estimates consisted of a $2.2 million reduction in potential legal matters associated with the restructuring programs, partially offset by $0.8 million of additional facility consolidation charges due to less favorable sublease assumptions. In addition, we recorded a $1.0 million non-cash charge to operating expenses for the write-down of certain land and a $0.5 million credit to cost of revenue relating to a favorable settlement with a supplier. As of July 31, 2003, the projected future cash payments of $1.8 million consist primarily of facility consolidation charges that will be paid over the respective lease terms through fiscal 2005 and potential legal matters associated with the restructuring programs.

The restructuring charges and related asset impairments recorded in the first quarter fiscal 2002 restructuring program, and the reserve activity since that time, are summarized as follows (in thousands):

	Original Restructuring Charge		Non-cash Charges		Payments		Adjustments		Accrual Balance at July 31, 2002		Payments		Adjustments		Accrual Balance at July 31, 2003
Workforce reduction	$	7,106	$	173	$	6,106	$	827	$	—	$	—	$	—	$	—
Facility consolidations and certain other costs		17,181		8,572		1,684		835		6,090		2,821		1,449		1,820
Inventory and asset write-downs		155,451		102,540		41,358		10,804		749		749		—		—
Losses on investments		22,737		22,737		—		—		—		—		—		—
Total	$	202,475	$	134,022	$	49,148	$	12,466	$	6,839	$	3,570	$	1,449	$	1,820

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Fourth Quarter Fiscal 2002 Restructuring:

The fourth quarter fiscal 2002 restructuring program included a workforce reduction of 225 employees, consolidation of excess facilities, and the restructuring of certain business functions to eliminate non-strategic products. This included discontinuing the development of our standalone transport products, including the SN 8000 Intelligent Optical Transport Node and the SN 10000 Intelligent Optical Transport System. As a result, we recorded restructuring charges and related asset impairments of $51.5 million classified as operating expenses. In addition, we recorded a charge of $2.1 million, classified as a non-operating expense, relating to impairments of investments in non-publicly traded companies that were determined to be other than temporary. The restructuring charges included $8.7 million of costs relating to the workforce reduction, $5.6 million for lease terminations and non-cancelable lease costs and $14.5 million relating to potential legal matters, contractual commitments, administrative expenses and professional fees related to the restructuring programs, including employment termination related claims. The restructuring charges also included $22.6 million of costs relating to asset impairments, which primarily included fixed assets that were disposed of, or abandoned, due to the rationalization of our product offerings and the consolidation of excess facilities. The fourth quarter fiscal 2002 restructuring program was substantially completed during the first half of fiscal 2003.

During the third and fourth quarters of fiscal 2003, we recorded a net $4.4 million credit to operating expenses due to various changes in estimates. The changes in estimates consisted of a $4.1 million reduction in potential legal matters associated with the restructuring programs and a $0.8 million reduction in the costs associated with the workforce reduction, partially offset by $0.5 million of additional facility consolidation charges. In addition, we recorded a $0.9 million credit to operating expenses relating to proceeds received from the disposal of certain equipment. As of July 31, 2003, the projected future cash payments of $4.4 million consist primarily of facility consolidation charges that will be paid over the respective lease terms through fiscal 2006 and potential legal matters and contractual commitments associated with the restructuring programs.

The restructuring charges and related asset impairments recorded in the fourth quarter fiscal 2002 restructuring program, and the reserve activity since that time, are summarized as follows (in thousands):

	Original Restructuring Charge		Non-cash Charges		Payments		Accrual Balance at July 31, 2002		Payments		Adjustments		Accrual Balance at July 31, 2003
Workforce reduction	$	8,713	$	814	$	2,059	$	5,840	$	5,070	$	770	$	—
Facility consolidations and certain other costs		20,132		—		454		19,678		11,662		3,640		4,376
Asset write-downs		22,637		22,637		—		—		—		—		—
Losses on investments		2,108		2,108		—		—		—		—		—
Total	$	53,590	$	25,559	$	2,513	$	25,518	$	16,732	$	4,410	$	4,376

Interest and Other Income, Net

Interest and other income, net decreased $16.7 million to $23.3 million for fiscal 2003 compared to $40.0 million for fiscal 2002. The decrease in interest and other income was primarily attributable to lower interest rates and a lower invested cash balance during fiscal 2003.

Provision for Income Taxes

We did not provide for income taxes for fiscal 2003 or fiscal 2002 due to our cumulative taxable losses in recent years and the net losses incurred during each period. We did not record any tax benefits relating to these losses due to the uncertainty surrounding the realization of our deferred tax assets.

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Fiscal Years ended July 31, 2002 and 2001

Revenue

Total revenue was $65.2 million and $374.7 million for fiscal 2002 and 2001, respectively. The decrease in revenue of $309.5 million or 83% from fiscal 2001 to 2002 was primarily due to the sudden decline in the telecommunications industry and decrease in the demand for optical networking products.

Product revenue declined by 88% or $313.0 million while service revenue increased by 19% or $3.5 million compared to fiscal 2001. The increase in service revenue was due to revenue from maintenance and other services associated with product shipments that occurred in previous periods. Two customers accounted for 45% and 20% of our revenue in fiscal 2002, whereas two different customers accounted for 47% and 11% of our revenue in fiscal 2001. No other customer accounted for more than 10% of our revenue in fiscal 2002 or 2001. International revenue represented 87% of total revenue in fiscal 2002, compared to 35% of total revenue in fiscal 2001.

Gross profit (loss)

Gross profit (loss) for product and services, including non-cash stock-based compensation expense, was as follows (in thousands, except percentages):

	Year Ended July 31,
	2002			2001
Gross profit (loss):
Product	$	(83,796	)	$	76,588
Service		(3,734	)		(19,638	)
Total	$	(87,530	)	$	56,950
Gross profit (loss):
Product		(192.6	)%		21.5	%
Service		(17.2	)%		(108.1	)%
Total		(134.3	)%		15.2	%

Product gross profit (loss)

Product gross loss was (192.6%) of revenue for fiscal 2002 compared to a gross profit of 21.5% of revenue for fiscal 2001. The decrease in revenue without a proportionate decrease in manufacturing costs adversely impacted product gross profit for both periods. The fiscal 2002 product gross loss included an excess inventory net charge of $91.6 million for inventory write-downs and non-cancelable purchase commitments. The product gross profit for fiscal 2001 included an inventory write-down of $84.0 million associated with the consolidation and elimination of certain product lines.

Service gross profit (loss)

Service gross loss was (17.2%) of revenue for fiscal 2002 compared to a gross loss of (108.1%) of revenue for fiscal 2001. Service gross loss improved as a percentage of revenue in fiscal 2002 due to an increase in service revenue relating to product revenue recorded in the previous year and a reduction in customer support costs due to our restructuring actions.

Research and Development Expenses

Research and development expenses decreased $49.9 million to $109.7 million for fiscal 2002 compared to $159.6 million for fiscal 2001. The decrease was primarily due to lower project materials costs and lower personnel and related expenses due to our restructuring programs.

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Sales and Marketing Expenses

Sales and marketing expenses decreased $43.8 million to $39.7 million for fiscal 2002 compared to $83.5 million for fiscal 2001. The decrease was primarily due to lower personnel and related expenses due to our restructuring programs as well as decreased program marketing costs.

General and Administrative Expenses

General and administrative expenses decreased $6.6 million to $10.2 million for fiscal 2002 compared to $16.8 million for fiscal 2001. The decrease was primarily due to lower personnel and related expenses due to our restructuring programs.

Stock-Based Compensation Expense

Total stock-based compensation expense decreased $40.6 million to $24.6 million for fiscal 2002 compared to $65.2 million for fiscal 2001. For fiscal 2002, $1.8 million of stock-based compensation expense was classified as cost of revenue and $22.8 million was classified as operating expenses. Stock-based compensation expense primarily resulted from the granting of stock options and restricted shares with exercise or sale prices which were deemed to be below fair market value. The significant decrease was primarily due to $36.3 million of expense recorded during the first quarter of fiscal 2001, upon the accelerated vesting of certain restricted stock and stock options in connection with our acquisition of Sirocco Systems, Inc. (“Sirocco”). Stock-based compensation expense also declined as a result of personnel reductions from our restructuring programs, offset partially by the amortization of restricted stock issued pursuant to the Company’s Stock Option Exchange Offer in the fourth quarter of fiscal 2001.

Restructuring Charges and Related Asset Impairments

In fiscal 2001 the telecommunications industry began a severe decline which has impacted equipment suppliers, including Sycamore. In response to the telecommunications industry downturn, we enacted three separate restructuring programs: the first in the third quarter of fiscal 2001 (the “fiscal 2001 restructuring”), the second in the first quarter of fiscal 2002 (the “first quarter fiscal 2002 restructuring”), and the third in the fourth quarter of fiscal 2002 (the “fourth quarter fiscal 2002 restructuring”). As a part of our fourth quarter fiscal 2002 restructuring program, we discontinued the development of our standalone transport products and focused our business exclusively on optical switching products. During fiscal 2002, as a result of the combined activity under all of the restructuring programs, we recorded a total net charge of $241.5 million, which was classified in the statement of operations as follows: cost of revenue—$91.7 million, operating expenses—$125.0 million, and non-operating expense—$24.8 million. The originally recorded restructuring charges were subsequently reduced by credits totaling $14.6 million (cost of revenue—$10.8 million and operating expenses—$3.8 million). Details regarding each of the restructuring actions are as follows:

Fiscal 2001 Restructuring:

The fiscal 2001 restructuring program included a workforce reduction of 131 employees, consolidation of excess facilities, and the restructuring of certain business functions to eliminate non-strategic products and overlapping feature sets. We recorded restructuring charges and related asset impairments of $81.9 million classified as operating expenses and an excess inventory charge of $84.0 million relating to discontinued product lines, which was classified as cost of revenue. The restructuring charges included amounts accrued for potential legal matters, administrative expenses and professional fees associated with the restructuring programs, including employment termination related claims. We substantially completed the fiscal 2001 restructuring program during the first half of fiscal 2002. In the fourth quarter of fiscal 2002, we recorded a net $2.1 million credit to operating expenses due to various changes in estimates. The changes in estimates consisted primarily of $4.7 million of additional facility consolidation charges due to less favorable sublease assumptions, offset by a $6.7 million reduction in the potential legal matters associated with the restructuring programs. As of July 31, 2002, the

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projected future cash payments consist of facility consolidation charges that will be paid over the respective lease terms through fiscal 2007 and potential legal matters and administrative expenses associated with the restructuring programs.

The restructuring charges and related asset impairments recorded in the fiscal 2001 restructuring program, and the reserve activity since that time, are summarized as follows (in thousands):

	Total Restructuring Charge		Non-cash Charges		Fiscal 2001 Cash Payments		Accrual Balance at July 31, 2001		Fiscal 2002 Cash Payments		Adjustments		Accrual Balance at July 31, 2002
Workforce reduction	$	4,174	$	829	$	2,823	$	522	$	380	$	142	$	—
Facility consolidations and certain other costs		24,437		1,214		1,132		22,091		4,287		1,994		15,810
Inventory and asset write-downs		137,285		84,972		13,923		38,390		38,390		—		—
Total	$	165,896	$	87,015	$	17,878	$	61,003	$	43,057	$	2,136	$	15,810

First Quarter Fiscal 2002 Restructuring:

As a result of a continued decline in overall economic conditions and further reductions in capital spending by telecommunications service providers, we implemented a second restructuring program in the first quarter of fiscal 2002, designed to further reduce expenses to align resources with long-term growth opportunities. The restructuring program included a workforce reduction, consolidation of excess facilities, and charges related to excess inventory and other asset impairments.

As a result of the restructuring program, we recorded restructuring charges and related asset impairments of $77.3 million classified as operating expenses and an excess inventory charge of $102.4 million classified as cost of revenue. In addition, we recorded charges totaling $22.7 million classified as a non-operating expense, relating to impairments of investments in non-publicly traded companies that were determined to be other than temporary. The following paragraphs provide detailed information relating to the restructuring charges and related asset impairments which were recorded during the first quarter of fiscal 2002.

Workforce reduction

The restructuring program resulted in the reduction of 239 regular employees across all business functions and geographic regions. The workforce reductions were substantially completed in the first quarter of fiscal 2002. We recorded a workforce reduction charge of approximately $7.1 million relating primarily to severance payments and fringe benefits. In addition we also reduced the number of temporary and contract workers employed by us.

Consolidation of facilities and certain other costs

We recorded a charge of $17.2 million relating to the consolidation of excess facilities and certain other costs. The total charge includes $11.2 million related to the write-down of certain land, as well as lease terminations and non-cancelable lease costs relating to abandoned facilities. We also recorded other restructuring costs of $6.0 million relating primarily to potential legal matters, administrative expenses and professional fees in connection with the restructuring programs.

Inventory and asset write-downs

We recorded a charge of $155.5 million relating to the write-down of inventory to its net realizable value and the impairment of certain other assets. The total charge includes $102.4 million of inventory write-downs

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and non-cancelable purchase commitments for inventory which was recorded as part of cost of revenue. This excess inventory charge was due to a severe decline in the forecasted demand for our products. We also recorded charges totaling $53.1 million for asset impairments, including the assets related to our vendor financing agreements and fixed assets that were abandoned by us. Since revenue had been recognized under the vendor financing agreements on a cash basis, the amount of the impairment loss was limited to the cost of the systems shipped to the vendor financing customers, which had been classified in other long-term assets.

Losses on investments

We recorded charges totaling $22.7 million for impairments of investments in non-publicly traded companies that were determined to be other than temporary. The impairment charges were classified as a non-operating expense.

The restructuring charges and related asset impairments recorded in the first quarter of fiscal 2002, and the reserve activity since that time, are summarized as follows (in thousands):

	Original Restructuring Charge		Non-cash Charges		Cash Payments		Adjustments		Accrual Balance at July 31, 2002
Workforce reduction	$	7,106	$	173	$	6,106	$	827	$	—
Facility consolidations and certain other costs		17,181		8,572		1,684		835		6,090
Inventory and asset write-downs		155,451		102,540		41,358		10,804		749
Losses on investments		22,737		22,737		—		—		—
Total	$	202,475	$	134,022	$	49,148	$	12,466	$	6,839

The first quarter fiscal 2002 restructuring program was substantially completed during the fourth quarter of fiscal 2002. During the third and fourth quarters of fiscal 2002, we recorded credits totaling $10.8 million to cost of revenue due to changes in estimates, the majority of which related to favorable settlements with contract manufacturers for non-cancelable inventory purchase commitments. In addition, during the fourth quarter of fiscal 2002, we recorded a credit to operating expenses of $1.7 million relating to various changes in estimates. The changes in estimates consisted of $0.9 million of additional facility consolidation charges, offset by a $1.7 million reduction in the potential legal matters associated with the restructuring programs and the reversal of an accrued liability of $0.8 million for workforce reductions. The remaining cash payments consist primarily of facility consolidation charges that will be paid over the respective lease terms through fiscal 2005 and potential legal matters and administrative expenses associated with the restructuring programs.

Fourth Quarter Fiscal 2002 Restructuring:

As a result of continued weakness in overall economic conditions and capital spending by telecommunications service providers, we implemented a third restructuring program in the fourth quarter of fiscal 2002, designed to further reduce expenses to align resources with long-term growth opportunities. The restructuring program included a workforce reduction, consolidation of excess facilities, and the restructuring of certain business functions to eliminate non-strategic products. This included discontinuing the development of our standalone transport products, including the SN 8000 Intelligent Optical Transport Node and the SN 10000 Intelligent Optical Transport System.

As a result of the restructuring program, we recorded restructuring charges and related asset impairments of $51.5 million classified as operating expenses. In addition, we recorded a charge of $2.1 million classified as a non-operating expense, relating to impairments of investments in non-publicly traded companies that were determined to be other than temporary. The following paragraphs provide detailed information relating to the restructuring charges and related asset impairments which were recorded during the fourth quarter of fiscal 2002.

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Workforce reduction

The restructuring program resulted in the reduction of 225 regular employees across all business functions and geographic regions. The workforce reductions were substantially completed in the fourth quarter of fiscal 2002. We recorded a workforce reduction charge of approximately $8.7 million relating primarily to severance payments and fringe benefits. In addition we also reduced the number of temporary and contract workers employed by us.

Consolidation of facilities and certain other costs

We recorded a charge of $20.1 million relating to the consolidation of excess facilities and certain other costs, including $5.6 million for lease terminations and non-cancelable lease costs relating to abandoned facilities. We also recorded other restructuring costs of $14.5 million relating to potential legal matters, contractual commitments, administrative expenses and professional fees related to the restructuring programs.

Asset write-downs

We recorded charges totaling $22.6 million for asset impairments, which related primarily to fixed assets that were disposed of or that we abandoned, due to the rationalization of our product offerings and the consolidation of excess facilities.

Losses on investments

We recorded a charge of $2.1 million for impairments of investments in non-publicly traded companies that were determined to be other than temporary. The impairment charge was classified as a non-operating expense.

The restructuring charges and related asset impairments recorded in the fourth quarter of fiscal 2002, and the reserve activity since that time, are summarized as follows (in thousands):

	Total Restructuring Charge		Non-cash Charges		Cash Payments		Accrual Balance at July 31, 2002
Workforce reduction	$	8,713	$	814	$	2,059	$	5,840
Facility consolidations and certain other costs		20,132		—		454		19,678
Asset write-downs		22,637		22,637		—		—
Losses on investments		2,108		2,108		—		—
Total	$	53,590	$	25,559	$	2,513	$	25,518

The remaining cash expenditures relating to workforce reductions will be substantially paid by the first quarter of fiscal 2003. Facility consolidation charges will be paid over the respective lease terms through fiscal 2006.

Acquisition Costs

Acquisition costs for the first quarter of fiscal 2001 were $4.9 million related to the acquisition of Sirocco. These costs included legal and accounting services and other professional fees associated with the transaction.

Interest and Other Income, Net

Interest and other income, net decreased $45.3 million to $40.0 million for fiscal 2002 compared to $85.3 million for fiscal 2001. The decrease in interest and other income was primarily attributable to lower interest rates and a lower average cash balance during fiscal 2002.

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Provision for Income Taxes

We did not provide for income taxes for fiscal 2002 due to the significant net loss incurred during the year and the significant uncertainty as to the realization of our deferred tax assets. In fiscal 2001, we recorded a provision for income taxes of $13.1 million. The provision for income taxes for fiscal 2001 consisted primarily of a valuation allowance and state and foreign taxes, offset by a federal loss carryback benefit. The Company recorded a full valuation allowance in fiscal 2001 to offset net deferred tax assets as the Company believes it is more likely than not that net deferred tax assets will not be realized.

Liquidity and Capital Resources

Total cash, cash equivalents and investments were $995.6 million at July 31, 2003. Included in this amount were cash and cash equivalents of $250.6 million, compared to $172.7 million at July 31, 2002. The increase in cash and cash equivalents of $77.9 million was attributable to cash provided by investing activities of $124.0 million and cash provided by financing activities of $3.3 million, offset by cash used in operating activities of $49.4 million.

Cash used in operating activities of $49.4 million consisted of the net loss for the period of $55.1 million, adjusted for net non-cash charges totaling $29.7 million and changes in working capital totaling $24.0 million, the most significant component of which was a decrease in accrued restructuring costs of $28.6 million. Non-cash charges included depreciation and amortization, restructuring charges and related asset impairments, provision for doubtful accounts, and stock-based compensation. Cash provided by investing activities of $124.0 million consisted primarily of net maturities of investments of $123.1 million. Cash provided by financing activities of $3.3 million consisted primarily of the proceeds received from employee stock plan activity.

As a result of the downturn in the telecommunications industry, service providers continue to request favorable payment terms from equipment suppliers. From time to time we have provided extended payment terms on trade receivables to certain key customers to assist them with their network deployment plans. Our ability to provide such extended payment terms is limited and depends on a number of factors, including the customer’s financial position, our working capital requirements and strategic plans. The extension of favorable payment terms to our customers may limit the capital that we have available for other uses.

Currently, our primary source of liquidity comes from our cash and cash equivalents and investments, which totaled $995.6 million at July 31, 2003. Our investments are classified as available-for-sale and consist of securities that are readily convertible to cash, including certificates of deposits, commercial paper and government securities, with original maturities at the date of acquisition ranging from 90 days to three years. At July 31, 2003, $421.8 million of investments with maturities of less than one year were classified as short-term investments, and $323.2 million of investments with maturities of greater than one year were classified as long-term investments. At current revenue levels, we anticipate that some portion of our existing cash and cash equivalents and investments will continue to be consumed by operations. Our accounts receivable, while not considered a primary source of liquidity, represents a concentration of credit risk because the accounts receivable balance at any point in time typically consists of a relatively small number of customer account balances. At July 31, 2003, more than 90% of our accounts receivable balance was attributable to three international customers. As of July 31, 2003, we do not have any outstanding debt or credit facilities, and do not anticipate entering into any debt or credit agreements in the foreseeable future. Our fixed commitments for cash expenditures consist primarily of payments under operating leases and inventory purchase commitments. We do not currently have any material commitments for capital expenditures, or any other material commitments aside from operating leases for our facilities and inventory purchase commitments. We currently intend to fund our operations, including our fixed commitments under operating leases, and any required capital expenditures over the next few years using our existing cash, cash equivalents and investments.

Based on our current plans and business conditions, we believe that our existing cash, cash equivalents and investments will be sufficient to satisfy our anticipated cash requirements for at least the next twelve months.

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Off-Balance Sheet Arrangements

At July 31, 2003, our off-balance sheet arrangements, which consist entirely of contractual commitments for operating leases and inventory purchase commitments, were as follows (in thousands):

Fiscal Year:	Operating Leases		Inventory Purchase Commitments
2004	$	6,566	$	5,800
2005		6,278		—
2006		3,705		—
2007		6,024		—
Total future contractual commitments	$	22,573	$	5,800

Payments made under operating leases will be treated as rent expense for the facilities currently being utilized, or as a reduction of the restructuring liability for payments relating to excess facilities. Payments made for inventory purchase commitments will initially be capitalized as inventory, and will then be recorded as cost of revenue as the inventory is sold or otherwise disposed of.

Related Party Transactions

In July 2000, we made an investment of $2.2 million in Tejas Networks India Private Limited (“Tejas”). The Chairman of the Board of Sycamore also serves as the Chairman of the Board of Tejas. An executive officer of the Company also attends meetings of the board of directors of Tejas for the sole purpose of representing the Company’s business interests, if any. We have no obligation to provide any additional funding to Tejas. During the year ended July 31, 2003, we recognized revenue of $0.2 million relating to transactions with Tejas. During the year ended July 31, 2002, we did not engage in any material transactions with Tejas. During the year ended July 31, 2001, we made payments of $1.1 million to Tejas and recognized revenue of $0.1 million relating to transactions with Tejas.

Recent Accounting Pronouncements

In November 2002, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 00-21 (“EITF 00-21”), “Revenue Arrangements with Multiple Deliverables.” EITF 00-21 provides guidance on accounting for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF 00-21 will apply to multiple element revenue arrangements entered into by the Company beginning in the first quarter of fiscal 2004. The adoption of EITF 00-21 is not expected to have a material impact on the Company’s financial position or results of operations.

In January 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” FIN 46 requires that if an entity has a controlling financial interest in a variable interest entity, the assets, liabilities and results of activities of the variable interest entity should be included in the consolidated financial statements of the entity. FIN 46 requires that its provisions are effective immediately for all arrangements entered into after January 31, 2003. The Company does not have any financial interests in variable interest entities created after January 31, 2003. For those arrangements entered into prior to January 31, 2003, FIN 46 provisions are required to be adopted by the Company in the second quarter of fiscal 2004. The adoption of FIN 46 is not expected to have a material impact on the Company’s financial position or results of operations.

In May 2003, the FASB issued SFAS 150, “Accounting For Certain Financial Instruments with Characteristics of Both Liabilities and Equity” which establishes standards for how an issuer of financial instruments classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in

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some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on a fixed monetary amount known at inception, variations in something other than the fair value of the issuer’s equity shares or variations inversely related to changes in the fair value of the issuer’s equity shares. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS 150 is not expected to have a material impact on the Company’s financial position or results of operations.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

OUR BUSINESS HAS BEEN, AND IS LIKELY TO CONTINUE TO BE, ADVERSELY AFFECTED BY UNFAVORABLE CONDITIONS IN THE TELECOMMUNICATIONS INDUSTRY AND THE ECONOMY IN GENERAL.

Over the last three years, the telecommunications industry began to decline due to a sharp contraction in the available capital to our industry. The telecommunications industry trends have been compounded by the slowing economy in the United States and other countries in which we market our products. As a result, many of our existing and prospective customers have experienced significant financial distress. These customers have reduced their capital expenditures significantly. As a result, there has been a substantial reduction in the demand for our products.

Over the last three years, our revenue has declined and we have incurred significant operating losses. Our net losses for fiscal 2003 and 2002 were $55.1 million and $379.7 million, respectively. Throughout the telecommunications industry downturn, we have maintained a significant cost structure, particularly within the research and development, sales and customer service organizations. We believe this cost structure is necessary to develop, market and sell our products to current and prospective customers. As a result of the adverse market conditions and our decision to maintain a significant cost structure, we have incurred a cumulative net loss of $736.2 million at July 31, 2003. We anticipate that our cost of revenue, gross profit and operating results will continue to be adversely affected by adverse market conditions and our decision to maintain our significant cost structure. We will need to generate significantly higher revenue over the current levels in order to achieve and maintain profitability. We cannot assure you that our revenue will increase or that we will generate sufficient revenue to achieve or sustain profitability.

We expect the trends described above to continue to affect our business in the following ways:

• our current and prospective customers will continue to have limited capital expenditures;

• we will continue to have limited ability to forecast the volume and product mix of our sales;

• we will experience increased competition as a result of reduced demand and we may experience downward pressures on pricing of our products which reduces gross margins;

• the increased competition may enable customers to demand more favorable terms and conditions of sales including extended payment terms; and

• the bankruptcies or weakened financial condition of some of our customers may require us to write off amounts due from prior sales.

These factors could lead to further reduced revenues and gross margins and increased operating losses.

WE DEPEND ENTIRELY ON OUR LINE OF INTELLIGENT OPTICAL NETWORKING PRODUCTS AND OUR FUTURE REVENUE DEPENDS ON THEIR COMMERCIAL SUCCESS.

Our future revenue depends on the commercial success of our line of intelligent optical networking products. Over the past three years, we have narrowed the scope of our product offerings, including discontinuing the development of our standalone transport products. Our research and development efforts focus exclusively on optical switching products and network management systems. We believe that continued investment in research

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and development is necessary in order to provide innovative solutions to our current and prospective customers. We cannot assure you that we will be successful in:

• forecasting evolving customer requirements;

• completing the development, introduction or production manufacturing of new products; or

• enhancing our existing products.

Failure of our current or future products to operate as expected could delay or prevent their adoption. If our current and prospective customers do not adopt, purchase and successfully deploy our current and future products, our business, financial condition and results of operations could be materially adversely affected.

SUBSTANTIALLY ALL OF OUR REVENUE IS GENERATED FROM A LIMITED NUMBER OF CUSTOMERS, AND OUR SUCCESS DEPENDS ON INCREASING SALES TO INCUMBENT SERVICE PROVIDERS AND ESTABLISHING CHANNELS.

We currently have a limited number of customers. During fiscal 2003, Vodafone, Louis Dreyfus Communications, and NTT Communications accounted for 43%, 22% and 14% of our revenue, respectively. None of our customers are contractually committed to purchase any minimum quantities of products from us and orders are generally cancelable prior to shipment. We expect that our revenue will continue to depend on sales of our products to a limited number of customers. While expanding our customer base is a key objective, at the present time the number of potential customers for our products is limited.

Our sales efforts are primarily directed toward incumbent service providers, many of which have made significant investments in traditional optical networking infrastructures. We believe that our products enable service providers to easily and cost-effectively transition their existing fiber optic network into a network infrastructure that can provision, manage and deliver economic, high-bandwidth services to their customers. We believe that our products provide service providers an infrastructure that offers significant financial, operational and competitive advantages over traditional optical networking equipment. If we are unable to convince incumbent service providers to deploy our intelligent optical networking solutions, our business, financial condition and results of operations will be materially adversely affected.

In addition, we are focused on establishing successful relationships with a variety of distribution partners, including systems integrators. We have entered into agreements with several distribution partners, some of which also sell products that compete with our products. We cannot be certain that we will be able to retain or attract distribution partners on a timely basis or at all, or that the distribution partners will devote adequate resources to selling our products. In addition, the prospective customers for our products include systems integrators targeting governments and, to a limited extent, large enterprise customers, all of which we have limited experience in selling our products to. There can be no assurance that we will be successful in increasing our sales to distribution partners. If we are unable to increase sales to distribution partners, our business, financial condition and results of operations could be materially adversely affected.

WE FACE INTENSE COMPETITION THAT COULD ADVERSELY AFFECT OUR SALES AND PROFITABILITY.

Competition in the optical networking market is intense. Competition is based upon a combination of price, functionality, network management, interoperability, installation, services and scalability. Large companies, such as Nortel Networks, Lucent Technologies, Alcatel and Ciena Corporation, have historically dominated this market. Many of our competitors have longer operating histories and greater financial, sales, marketing and manufacturing resources. These competitors also have existing longer standing relationships with our current and prospective customers. Moreover, our competitors may foresee the course of market developments more accurately and could develop new technologies that compete with our products or even render our products obsolete.

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In addition, to a lesser extent, we see new entrants into the optical networking market with new products that compete with our products. They often base their products on the latest available technology. Our inability to compete successfully against these companies would harm our business, financial condition and results of operations.

The recent decline in the telecommunications industry has resulted in even greater competitive pressures. We expect to encounter aggressive sales tactics such as the following:

• price discounting;

• early announcements of competing products and other marketing efforts;

• customer financing assistance;

• complete solution sales from one single source;

• marketing and advertising assistance; and

• intellectual property disputes.

These tactics may be effective in a highly concentrated customer base like ours. Our customers are under increasing pressure to deliver their services at the lowest possible cost. As a result, the price of an optical networking system may become an important factor in customer decisions. If we are unable to offset any reductions in the average selling price of our products by a reduction in the cost of our products, our gross margins will be adversely impacted.

Further, we believe that our industry may enter into a consolidation phase. Over the past two to three years, the market valuations of many companies in our industry have declined significantly making them more attractive acquisition candidates. Furthermore, the weakened financial position of many companies in our industry may make them more receptive to being acquired. We believe that industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. Industry consolidation may have an adverse impact on our business, operating results, and financial condition as we compete as a single vendor solution.

If we are unable to compete successfully against our current and future competitors, we could experience price reductions, order cancellations and reduced gross margins, any one of which could have a material adverse effect on our business, results of operations and financial condition.

CURRENT ECONOMIC CONDITIONS COMBINED WITH OUR LIMITED OPERATING HISTORY MAKES FORECASTING DIFFICULT.

Current economic and market conditions have made it more difficult to make reliable estimates of revenue and operating results. We continue to have limited visibility into the capital spending plans of our current and prospective customers. Fluctuations in our revenue can lead to even greater fluctuations in our operating results. Our planned expense levels depend in part on our expectations of long-term future revenue. Our planned expenses include significant investments in our research and development, sales and customer service organizations that we believe are necessary to support large established service providers, even though we are unsure of the volume, duration, or timing of any purchase orders. As a result, it is difficult to forecast revenue and operating results. If revenue and operating results are below the expectations of our investors and market analysts, it could cause a decline in the price of our common stock.

THE UNPREDICTABILITY OF OUR QUARTERLY RESULTS MAY ADVERSELY AFFECT THE TRADING PRICE OF OUR COMMON STOCK.

In general, our revenue and operating results in any reporting period may fluctuate significantly due to a variety of factors including:

• fluctuation in demand for intelligent optical networking products;

• the timing and size of sales of our products;

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• changes in customer requirements, including delays or order cancellations;

• the introduction of new products by us or our competitors;

• changes in the price or availability of components for our products;

• the timing of recognizing revenue and deferred revenue;

• readiness of customer sites for installation;

• changes in our pricing policies or the pricing policies of our competitors;

• satisfaction of contractual customer acceptance criteria and related revenue recognition issues;

• manufacturing and shipment delays and deferrals;

• the timing and amount of employer payroll tax to be paid on employee gains on stock options exercised;

• changes in accounting rules, such as any future requirement to record stock-based compensation expense for employee stock option grants made at fair market value; and

• general economic conditions as well as those specific to the telecommunications, Internet and related industries.

We believe that quarter-to-quarter comparisons of our operating results are not a good indication of our future performance. You should not rely on our results for one quarter as any indication of our future performance. The factors discussed above are extremely difficult to predict and impact our revenue and operating results. In addition, our ability to forecast our future business has been significantly impaired by the current economic and market conditions. As a result, we believe that our revenue and operating results are likely to continue to vary significantly from quarter to quarter and may cause our stock price to fluctuate.

Additionally, we believe that customers who make a decision to deploy our products will expand their networks slowly and deliberately. Accordingly, in the event that customer order activity increased, we could receive purchase orders for significant dollar amounts on an irregular and unpredictable basis. Because of our limited operating history and the nature of our business, we cannot predict these sales and deployment cycles. The long sales cycles, as well as our expectation that customers may tend to place large orders sporadically with short lead times, may cause our revenue and results of operations to vary significantly and unexpectedly from quarter to quarter. As a result, our future operating results may be below our expectations or those of public market analysts and investors, and our revenue may continue to decline or recover at a slower rate than anticipated by us or analysts and investors. In either event, the price of our common stock could decrease.

OUR STRATEGY REQUIRES SIGNIFICANT INVESTMENTS AND REQUIRES REVENUE TO INCREASE SUBSTANTIALLY.

In terms of our strategy, we believe that continued investment is necessary in order to continue to provide innovative optical networking solutions that our current and prospective customers require. As a result, we have maintained a significant cost structure, particularly within research and development, sales and customer service. This cost structure will not permit us to return to profitability unless we can increase our revenue substantially. If we fail to do so, we may be required to modify our strategy, which would likely have an adverse effect on our financial condition.

PRODUCT PERFORMANCE PROBLEMS COULD LIMIT OUR CURRENT AND FUTURE SALES PROSPECTS.

The design, development and deployment of our products often involves problems with software, components, manufacturing processes and interoperability with other network elements. If we are unable to identify and fix errors or other problems, or if our customers experience interruptions or delays that cannot be promptly resolved, we could experience:

• loss of or delay in revenue and loss of market share;

• loss of customers;

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• failure to expand sales to existing and prospective customers;

• failure to attract new customers or achieve market acceptance;

• diversion of development resources;

• increased service and warranty costs;

• delays in collecting accounts receivable;

• legal actions by our customers; and

• increased insurance costs.

These factors may adversely impact our revenue, operating results and financial condition.

OUR BUSINESS IS SUBJECT TO RISKS FROM INTERNATIONAL OPERATIONS.

International sales represented 91% of total revenue in fiscal 2003, and we expect that international sales may continue to represent a significant portion of our revenue. Doing business internationally requires significant management attention and financial resources to successfully develop direct and indirect sales channels and to support customers in international markets. While international sales currently represent a high percentage of total revenue, these sales are concentrated within a relatively small number of customers. We may not be able to maintain or expand international market demand for our products.

We have relatively limited experience in marketing, distributing and supporting our products internationally and to do so, we expect that we will need to develop versions of our products that comply with local standards. In addition, international operations are subject to other inherent risks, including:

• greater difficulty in accounts receivable collection and longer collection periods;

• difficulties and costs of staffing and managing foreign operations in compliance with local laws and customs;

• reliance on working with distribution partners for the resale of our products in certain markets and for certain types of product offerings, such as the integration of our products into third-party product offerings;

• necessity to work with third parties in certain countries to perform installation and obtain customer acceptance, and the resulting impact on revenue recognition;

• the impact of slowdowns or recessions in economies outside the United States;

• unexpected changes in regulatory requirements, including trade protection measures and import and licensing requirements;

• certification requirements;

• currency fluctuations;

• reduced protection for intellectual property rights in some countries;

• potentially adverse tax consequences; and

• political and economic instability, particularly in emerging markets.

These factors may adversely impact our revenue, operating results and financial condition.

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WE RELY ON SINGLE SOURCES FOR SUPPLY OF CERTAIN COMPONENTS AND OUR BUSINESS MAY BE SERIOUSLY HARMED IF OUR SUPPLY OF ANY OF THESE COMPONENTS OR OTHER COMPONENTS IS DISRUPTED.

We purchase several key components from single or limited sources. These key components include commercial digital signal processors, central processing units, field programmable gate arrays, switch fabric, and optical transceivers. We generally purchase our key components on a purchase order basis and have no long-term contracts for these components. In the event of a disruption in supply of key components, we may not be able to develop an alternate source in a timely manner or on favorable terms. Such a failure could impair our ability to deliver products to customers which would adversely affect our revenue and operating results.

In addition, our reliance on key component suppliers exposes us to potential supplier production difficulties or quality variations. The loss of a source of supply for key components or a disruption in the supply chain could require us to incur additional costs to redesign our products that use those components. If any of these events occurred, our revenue and operating results could be adversely affected.

Throughout the downturn in the telecommunications industry, the optical component industry has been downsizing manufacturing capacity while consolidating product lines from earlier acquisitions. Several suppliers have exited the market for optical components, and others have announced reductions of their product offerings. These announcements, or similar decisions by other suppliers, could result in reduced competition and higher prices for the key components in our products. If any of these events occurred, our revenue and operating results could be adversely affected.

WE UTILIZE CONTRACT MANUFACTURERS AND ANY DISRUPTION IN THESE RELATIONSHIPS MAY CAUSE US TO FAIL TO MEET THE DEMANDS OF OUR CUSTOMERS AND DAMAGE OUR CUSTOMER RELATIONSHIPS.

We have limited internal manufacturing capabilities. We utilize contract manufacturers to manufacture our products in accordance with our specifications and to fill orders on a timely basis. We may not be able to manage our relationship with our contract manufacturers effectively, and our contract manufacturers may not meet our future requirements for timely delivery. Our contract manufacturers also build products for other companies, and we cannot be assured that they will have sufficient quantities of inventory available to fill our customer orders or that they will allocate their internal resources to fill these orders on a timely basis. In addition, our utilization of contract manufacturers limits our ability to control the manufacturing processes of our products, which exposes us to risks including the unpredictability of manufacturing yields and a reduced ability to control the quality of finished products.

The contract manufacturing industry is a highly competitive, capital-intensive business with relatively low profit margins, in which acquisition activity is relatively common. Qualifying a new contract manufacturer and commencing volume production is expensive and time consuming, and could result in a significant interruption in the supply of our products. If we are required or choose to change contract manufacturers for any reason, we may (i) lose revenue, (ii) adversely impact gross margins and (iii) damage our customer relationships.

OUR INABILITY TO ANTICIPATE INVENTORY REQUIREMENTS MAY RESULT IN INVENTORY CHARGES OR DELAYS IN PRODUCT SHIPMENTS.

During the normal course of business, we may provide demand forecasts to our contract manufacturers up to six months prior to scheduled delivery of products to our customers. If we overestimate our requirements, the contract manufacturers may assess cancellation penalties or we may have excess inventory which could negatively impact our gross margins. During the first quarter of fiscal 2002, we recorded an excess inventory charge of $102.4 million due to a severe decline in our forecasted revenue. A portion of this charge was related to inventory purchase commitments. Once we have written down inventory to its estimated net realizable value, we cannot increase its carrying value due to subsequent changes in demand forecasts. Accordingly, if inventory previously written down to its net realizable value is subsequently sold, we may realize improved gross profit margins on these transactions.

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If we underestimate our inventory requirements, the contract manufacturers may have inadequate inventory that could interrupt manufacturing of our products and result in delays in shipment to our customers and revenue recognition. We also could incur additional charges to manufacture our products to meet our customer deployment schedules.

WE DEPEND ON OUR KEY PERSONNEL TO MANAGE OUR BUSINESS EFFECTIVELY IN A RAPIDLY CHANGING MARKET, AND IF WE ARE UNABLE TO RETAIN OUR KEY EMPLOYEES, OUR ABILITY TO COMPETE COULD BE HARMED.

We depend on the continued services of our executive officers and other key engineering, sales, marketing and support personnel, who have critical industry experience and relationships that we rely on to implement our business strategy. None of our officers or key employees is bound by an employment agreement for any specific term. We do not have “key person” life insurance policies covering any of our employees. All of our key employees have been granted stock-based awards that are intended to represent an integral component of their compensation package. These stock-based awards may not provide the intended incentive to our employees if our stock price declines or experiences significant volatility. The loss of the services of any of our key employees, the inability to attract and retain qualified personnel in the future, or delays in hiring qualified personnel could delay the development and introduction of, and negatively impact our ability to sell, our products.

WE FACE CERTAIN LITIGATION RISKS.

We are a party to lawsuits and claims in the normal course of our business. However, there can be no assurance that the ultimate resolution of such claims will not exceed the amounts accrued for such claims, if any. Litigation can be expensive, lengthy, and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable resolution of a particular lawsuit could have a material adverse effect on our business, operating results, or financial condition. For additional information regarding certain of the lawsuits in which we are involved, see Part I, Item 3—“Legal Proceedings”.

OUR ABILITY TO COMPETE COULD BE JEOPARDIZED IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS OR INFRINGE ON INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We also enter into confidentiality or license agreements with our employees, consultants and corporate partners and control access to and distribution of our software, documentation and other proprietary information. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology. Monitoring unauthorized use of our products is difficult and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. If competitors are able to use our technology, our ability to compete effectively could be harmed. Litigation may be necessary to enforce our intellectual property rights. Any such litigation could result in substantial costs and diversion of resources and could have a material adverse affect on our business, operating results and financial condition.

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. Our industry in particular is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patents and other intellectual property rights. In the course of our business, we may receive claims of infringement or otherwise become aware of potentially relevant patents or other intellectual property rights held by other parties. We evaluate the validity and applicability of these intellectual property rights, and determine in each case whether we must negotiate licenses or cross-licenses to incorporate or use the proprietary technologies in our products.

Any parties asserting that our products infringe upon their proprietary rights would force us to defend ourselves, and possibly our customers, manufacturers or suppliers against the alleged infringement. Regardless of

35

their merit, these claims could result in costly litigation and subject us to the risk of significant liability for damages. Such claims would likely be time consuming and expensive to resolve, would divert management time and attention and would put us at risk to:

• stop selling, incorporating or using our products that incorporate the challenged intellectual property;

• obtain from the owner of the intellectual property right a license to sell or use the relevant technology, which license may not be available on reasonable terms, or at all;

• redesign those products that use such technology; or

• accept a return of products that use such technologies.

If we are forced to take any of the foregoing actions, our business may be seriously harmed.

In addition, we license technology from third parties and utilize software in the public domain that is used in our existing products, and in new product development and enhancements to existing products. We cannot be assured that third party licenses will be available to us on commercially reasonable terms, if at all. The inability to obtain any third party license required to develop new products and enhance existing products could require us to substitute technology of lower quality or performance standards or at greater cost, either of which could adversely impact the competitiveness of our products.

ANY ACQUISITIONS OR STRATEGIC INVESTMENTS WE MAKE COULD DISRUPT OUR BUSINESS AND SERIOUSLY HARM OUR FINANCIAL CONDITION.

As part of our ongoing business strategy, we consider acquisitions and strategic investments in complementary companies, products or technologies. We may consider acquisitions of other companies to broaden our product portfolio and gain access to incumbent service providers. In the event of an acquisition, we could:

• issue stock that would dilute our current stockholders’ percentage ownership;

• consume cash, which would reduce the amount of cash available for other purposes;

• incur debt;

• assume liabilities;

• increase our ongoing operating expenses and level of fixed costs;

• record goodwill and non-amortizable intangible assets that will be subject to impairment testing and potential periodic impairment charges;

• incur amortization expenses related to certain intangible assets;

• incur large and immediate write-offs; or

• become subject to litigation.

Our ability to achieve the benefits of any acquisition, will also involve numerous risks, including:

• problems combining the purchased operations, technologies or products;

• unanticipated costs;

• diversion of management’s attention from other business issues and opportunities;

• adverse effects on existing business relationships with suppliers and customers;

• risks associated with entering markets in which we have no or limited prior experience; and

• problems with integrating employees and potential loss of key employees.

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We cannot assure you that we will be able to successfully integrate any businesses, products, technologies or personnel that we might acquire in the future and any failure to do so could disrupt our business and seriously harm our financial condition.

As of July 31, 2003, we have made strategic investments in privately held companies totaling approximately $26.0 million, and we may decide to make additional investments in the future. In fiscal 2002, we recorded impairment losses of $24.8 million relating to these investments. These types of investments are inherently risky as the market for the technologies or products they have under development are typically in the early stages and may never materialize. We could lose our entire investment in certain or all of these companies.

ANY EXTENSION OF CREDIT TO OUR CUSTOMERS MAY SUBJECT US TO CREDIT RISKS AND LIMIT THE CAPITAL THAT WE HAVE AVAILABLE FOR OTHER USES.

We continue to receive requests for financing assistance from existing and prospective customers. In the near term, we expect these requests to continue. We believe the ability to offer financing assistance can be a competitive factor in obtaining business. From time to time we have provided extended payment terms on trade receivables to certain key customers to assist them with their network deployment plans. In addition, we may provide or commit to extend additional credit or credit support, such as vendor financing, to our customers as we consider appropriate in the course of our business. Such financing activities subject us to the credit risk of customers whom we finance. In addition, our ability to recognize revenue from financed sales will depend upon the relative financial condition of the specific customer, among other factors. We could experience losses due to customers failing to meet their financial obligations that could harm our business and materially adversely affect our operating results and financial condition, such as the losses that we incurred during the first quarter of fiscal 2002.

OUR STOCK PRICE MAY CONTINUE TO BE VOLATILE.

Historically, the market for technology stocks has been extremely volatile. Our common stock has experienced, and may continue to experience, substantial price volatility. The following factors could cause the market price of our common stock to fluctuate significantly:

• our loss of a major customer;

• significant changes or slowdowns in the funding and spending patterns of our current and prospective customers;

• the addition or departure of key personnel;

• variations in our quarterly operating results;

• announcements by us or our competitors of significant contracts, new products or product enhancements;

• failure by us to meet product milestones;

• acquisitions, distribution partnerships, joint ventures or capital commitments;

• regulatory changes in telecommunications;

• variations between our actual results and the published expectations of securities analysts;

• changes in financial estimates by securities analysts;

• sales of our common stock or other securities in the future;

• changes in market valuations of networking and telecommunications companies; and

• fluctuations in stock market prices and volumes.

In addition, the stock market in general, and the Nasdaq National Market and technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or

37

disproportionate to the operating performance of such companies. These broad market and industry factors may materially adversely affect the market price of our common stock, regardless of our actual operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against such companies.

At July 31, 2003, options to purchase a total of 30.2 million shares of our common stock were outstanding. While these options are subject to vesting schedules, a number of the shares underlying these options are freely tradable. Sales of a substantial number of shares of our common stock could cause our stock price to fall or increase the volatility of our stock price. In addition, sales of shares by our stockholders could impair our ability to raise capital through the sale of additional stock.

YOUR ABILITY TO INFLUENCE KEY TRANSACTIONS, INCLUDING CHANGES OF CONTROL, MAY BE LIMITED BY SIGNIFICANT INSIDER OWNERSHIP, PROVISIONS OF OUR CHARTER DOCUMENTS AND PROVISIONS OF DELAWARE LAW.

As of July 31, 2003, our officers, directors and entities affiliated with them, in the aggregate, beneficially owned approximately 36.1% of our outstanding common stock. These stockholders, if acting together, would be able to significantly influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. In addition, provisions of our amended and restated certificate of incorporation, by-laws, and Delaware law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to certain stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Sensitivity

The primary objective of our current investment activities is to preserve investment principal while maximizing income without significantly increasing risk. We maintain a portfolio of cash equivalents and short-term and long-term investments in a variety of securities including commercial paper, certificates of deposit, money market funds and government debt securities. These available-for-sale investments are subject to interest rate risk and may fall in value if market interest rates increase. If market interest rates increased immediately and uniformly by 10 percent from levels at July 31, 2003, the fair value of the portfolio would decline by approximately $0.7 million. We have the ability to hold our fixed income investments until maturity, and therefore do not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest rates on our investment portfolio.

Exchange Rate Sensitivity

While the majority of our operations are based in the United States, our business has become increasingly global, with international revenue representing 91% of total revenue in fiscal 2003. We expect that international sales may continue to represent a significant portion of our revenue. Fluctuations in foreign currencies may have an impact on our financial results, although to date the impact has not been material. We are prepared to hedge against fluctuations in foreign currencies if the exposure is material, although we have not engaged in hedging activities to date.

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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Auditors	40
Consolidated Balance Sheets as of July 31, 2003 and 2002	41
Consolidated Statements of Operations for the years ended July 31, 2003, 2002 and 2001	42
Consolidated Statements of Stockholders’ Equity for the years ended July 31, 2003, 2002 and 2001	43
Consolidated Statements of Cash Flows for the years ended July 31, 2003, 2002 and 2001	44
Notes to Consolidated Financial Statements	45

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REPORT OF INDEPENDENT AUDITORS

To the Stockholders and the Board of Directors of Sycamore Networks, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Sycamore Networks, Inc. and its subsidiaries at July 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended July 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/    PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts

August 18, 2003

40

SYCAMORE NETWORKS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

	July 31, 2003			July 31, 2002
A S S E T S
Current assets:
Cash and cash equivalents	$	250,595		$	172,658
Short-term investments		421,784			509,350
Accounts receivable, net of allowance for doubtful accounts of $4,184 and $4,684 at July 31, 2003 and July 31, 2002, respectively		10,769			18,187
Inventories		5,117			12,940
Prepaids and other current assets		3,680			3,447
Total current assets		691,945			716,582
Property and equipment, net		14,589			32,696
Long-term investments		323,204			361,537
Other assets		2,890			7,760
Total assets	$	1,032,628		$	1,118,575
L I A B I L I T I E S  A N D  S T O C K H O L D E R S ’  E Q U I T Y
Current liabilities:
Accounts payable	$	3,475		$	6,104
Accrued compensation		3,545			3,896
Accrued warranty		4,651			5,499
Accrued expenses		4,203			7,649
Accrued restructuring costs		19,086			48,167
Deferred revenue		2,677			4,978
Other current liabilities		2,476			3,759
Total current liabilities		40,113			80,052
Commitments and contingencies (Notes 5 and 11)
Stockholders’ equity:
Preferred stock, $.01 par value, 5,000 shares authorized, none issued and outstanding at July 31, 2003 and July 31, 2002		—			—
Common stock, $.001 par value; 2,500,000 shares authorized, 272,099 and 273,681 shares issued at July 31, 2003 and July 31, 2002, respectively		272			274
Additional paid-in capital		1,733,476			1,732,846
Accumulated deficit		(736,192	)		(681,086	)
Deferred compensation		(6,822	)		(17,910	)
Treasury stock, at cost; 147 and 1,933 shares held at July 31, 2003 and July 31, 2002, respectively		(11	)		(158	)
Accumulated other comprehensive income		1,792			4,557
Total stockholders’ equity		992,515			1,038,523
Total liabilities and stockholders’ equity	$	1,032,628		$	1,118,575

The accompanying notes are an integral part of the consolidated financial statements.

41

SYCAMORE NETWORKS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Year Ended July 31,
	2003			2002			2001
Revenue
Product	$	26,166		$	43,516		$	356,582
Service		12,110			21,658			18,164
Total revenue		38,276			65,174			374,746
Cost of revenue
Product (exclusive of non-cash stock-based compensation expense of $771, $939 and $2,449)		21,155			126,373			277,545
Service (exclusive of non-cash stock-based compensation expense of $641, $876 and $683)		12,537			24,516			37,119
Stock-based compensation		1,412			1,815			3,132
Total cost of revenue		35,104			152,704			317,796
Gross profit (loss)		3,172			(87,530	)		56,950
Operating expenses:
Research and development (exclusive of non-cash stock-based compensation expense of $3,021, $9,866 and $34,203)		52,438			109,654			159,607
Sales and marketing (exclusive of non-cash stock-based compensation expense of $1,696, $10,713 and $24,308)		19,763			39,687			83,478
General and administrative (exclusive of non-cash stock-based compensation expense of $1,910, $2,233 and $3,581)		7,239			10,166			16,820
Stock-based compensation		6,627			22,812			62,092
Restructuring charges and related asset impairments		(4,447	)		124,990			81,926
Acquisition costs		—			—			4,948
Total operating expenses		81,620			307,309			408,871
Loss from operations		(78,448	)		(394,839	)		(351,921	)
Losses on investments		—			(24,845	)		—
Interest and other income, net		23,342			40,027			85,299
Loss before income taxes		(55,106	)		(379,657	)		(266,622	)
Income tax expense		—			—			13,132
Net loss	$	(55,106	)	$	(379,657	)	$	(279,754	)
Basic and diluted net loss per share	$	(0.21	)	$	(1.49	)	$	(1.18	)
Shares used in per-share calculation—basic and diluted		265,702			254,663			237,753

The accompanying notes are an integral part of the consolidated financial statements.

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SYCAMORE NETWORKS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

	Common Stock					Additional Paid-in Capital			Accumulated Deficit			Notes Receivable			Deferred Compen- sation			Treasury Stock					Accumulated Other Comprehensive Income			Total Stockholders’ Equity
	Shares		Amount															Shares		Amount
Balance, July 31, 2000	271,664		$	272		$	1,720,565		$	(21,675	)	$	(262	)	$	(112,816	)	—		$	—		$	5,034		$	1,591,118
Net loss	—			—			—			(279,754	)		—			—		—			—			—			(279,754	)
Unrealized loss on investments	—			—			—			—			—			—		—			—			(288	)		(288	)
Total comprehensive loss																											(280,042	)
Treasury stock transactions	(373	)		—			(20	)		—			—			—		2,497			(511	)		—			(531	)
Issuance of common stock under employee stock plans	2,390			2			6,787			—			—			—		(1,817	)		385			—			7,174
Deferred compensation expense associated with equity awards	—			—			14,440			—			—			(14,440	)	—			—			—			—
Stock-based compensation expense	—			—			915			—			—			64,309		—			—			—			65,224
Adjustments to deferred compensation for terminated employees	—			—			(8,837	)		—			—			8,837		—			—			—			—
Compensation expense relating to stock option acceleration	—			—			1,447			—			—			—		—			—			—			1,447
Repayment of notes receivable	—			—			—			—			262			—		—			—			—			262
Tax benefit from employee stock plans	—			—			3,208			—			—			—		—			—			—			3,208
Balance, July 31, 2001	273,681			274			1,738,505			(301,429	)		—			(54,110	)	680			(126	)		4,746			1,387,860
Net loss	—			—			—			(379,657	)		—			—		—			—			—			(379,657	)
Unrealized loss on investments	—			—			—			—			—			—		—			—			(189	)		(189	)
Total comprehensive loss																											(379,846	)
Treasury stock purchases	—			—			—			—			—			—		3,716			(319	)		—			(319	)
Issuance of common stock under employee stock plans	—			—			4,878			—			—			—		(2,463	)		287			—			5,165
Stock-based compensation expense	—			—			2,209			—			—			22,418		—			—			—			24,627
Adjustments to deferred compensation for terminated employees	—			—			(13,782	)		—			—			13,782		—			—			—			—
Compensation expense relating to stock option acceleration	—			—			1,036			—			—			—		—			—			—			1,036
Balance, July 31, 2002	273,681			274			1,732,846			(681,086	)		—			(17,910	)	1,933			(158	)		4,557			1,038,523
Net loss	—			—			—			(55,106	)		—			—		—			—			—			(55,106	)
Unrealized loss on investments	—			—			—			—			—			—		—			—			(2,765	)		(2,765	)
Total comprehensive loss																											(57,871	)
Treasury stock purchases	—			—			—			—			—			—		1,861			(163	)		—			(163	)
Treasury stock retirements	(2,861	)		(3	)		(243	)		—			—			—		(2,861	)		246			—			—
Issuance of common stock under employee stock plans	1,279			1			3,460			—			—			—		(786	)		64			—			3,525
Stock-based compensation expense	—			—			525			—			—			7,514		—			—			—			8,039
Adjustments to deferred compensation for terminated employees	—			—			(3,574	)		—			—			3,574		—			—			—			—
Compensation expense relating to stock option acceleration	—			—			462			—			—			—		—			—			—			462
Balance, July 31, 2003	272,099		$	272		$	1,733,476		$	(736,192	)	$	—		$	(6,822	)	147		$	(11	)	$	1,792		$	992,515

The accompanying notes are an integral part of the consolidated financial statements.

43

SYCAMORE NETWORKS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended July 31,
	2003			2002			2001
Cash flows from operating activities:
Net loss	$	(55,106	)	$	(379,657	)	$	(279,754	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		21,114			41,900			35,500
Restructuring charges and related asset impairments		1,000			159,581			52,476
Stock-based compensation		8,039			24,627			65,224
Provision for doubtful accounts		(500	)		(89	)		5,530
Deferred income taxes		—			—			14,049
Tax benefit from employee stock plans		—			—			3,208
Changes in operating assets and liabilities:
Accounts receivable		7,918			23,379			(3,600	)
Inventories		7,823			833			(62,678	)
Prepaids and other current assets		(233	)		10,292			6,751
Deferred revenue		(2,301	)		(1,629	)		(23,101	)
Accounts payable		(2,629	)		(56,409	)		13,483
Accrued expenses and other liabilities		(5,928	)		(12,535	)		8,527
Accrued restructuring costs		(28,619	)		(12,836	)		61,003
Net cash used in operating activities		(49,422	)		(202,543	)		(103,382	)
Cash flows from investing activities:
Purchases of property and equipment		(4,007	)		(15,915	)		(115,454	)
Purchases of investments		(558,671	)		(1,161,410	)		(703,526	)
Maturities of investments		681,805			1,046,383			1,034,327
Minority equity investments		—			—			(9,004	)
Decrease (increase) in other assets		4,870			8,797			(45,551	)
Net cash provided by (used in) investing activities		123,997			(122,145	)		160,792
Cash flows from financing activities:
Proceeds from issuance of common stock, net		3,525			5,165			7,174
Purchase of treasury stock		(163	)		(319	)		(531	)
Payments received for notes receivable		—			—			262
Payments on notes payable		—			—			(1,780	)
Net cash provided by financing activities		3,362			4,846			5,125
Net increase (decrease) in cash and cash equivalents		77,937			(319,842	)		62,535
Cash and cash equivalents, beginning of period		172,658			492,500			429,965
Cash and cash equivalents, end of period	$	250,595		$	172,658		$	492,500
Supplemental cash flow information:
Cash paid for interest		—			—		$	264
Cash paid for income taxes		—			—			885

The accompanying notes are an integral part of the consolidated financial statements.

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SYCAMORE NETWORKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business:

Sycamore Networks, Inc. (the “Company”) was incorporated in Delaware on February 17, 1998. The Company develops and markets intelligent optical networking products that are designed to enable telecommunications service providers to cost-effectively and easily transition their existing fiber optic network into an infrastructure that can provision, manage and deliver economic, high-bandwidth services to their customers.

2. Significant Accounting Policies:

The accompanying financial statements of the Company reflect the application of certain significant accounting policies as described below. The Company considers the following to be its most critical accounting policies and estimates: revenue recognition, allowances for doubtful accounts, warranty reserves, inventory valuation, and restructuring liabilities and asset impairments. The Company believes these accounting policies are critical because changes in such estimates can materially affect the amount of the Company’s reported net income or loss. See detailed discussion under the caption “Critical Accounting Policies and Estimates” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain prior year amounts have been reclassified to be consistent with the current year presentation.

The Company completed a merger with Sirocco Systems, Inc. (“Sirocco”), a U.S. company headquartered in Wallingford, Connecticut on September 7, 2000, where an aggregate of approximately 28.6 million shares of Sycamore common stock were either exchanged for all outstanding shares of Sirocco or reserved for common stock issuable under outstanding Sirocco stock options assumed by Sycamore in the transaction. The transaction was accounted for as a pooling of interests under Accounting Principles Board Opinion No. 16. Accordingly, the consolidated financial statements for all prior periods presented were restated to include the results of operations, financial position and cash flows of Sirocco.

Cash Equivalents and Investments

Cash equivalents are short-term, highly liquid investments with original maturity dates of three months or less at the date of acquisition. Cash equivalents are carried at cost plus accrued interest, which approximates fair market value. The Company’s investments are classified as available-for-sale and are recorded at fair value with any unrealized gain or loss recorded as an element of stockholders’ equity. The fair value of investments is determined based on quoted market prices at the reporting date for those instruments. As of July 31, 2003 and 2002, investments consisted of (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Market Value
July 31, 2003:
Certificates of deposit	$	22,681	$	4	$	(5	)	$	22,680
Commercial paper		267,350		940		(142	)		268,148
Government securities		453,165		1,571		(576	)		454,160
Total	$	743,196	$	2,515	$	(723	)	$	744,988

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	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Market Value
July 31, 2002:
Certificates of deposit	$	21,685	$	42	$	—		$	21,727
Commercial paper		363,305		1,790		(68	)		365,027
Government securities		481,340		2,810		(17	)		484,133
Total	$	866,330	$	4,642	$	(85	)	$	870,887

At July 31, 2003, contractual maturities of the Company’s investment securities were as follows (in thousands):

	Amortized Cost		Fair Market Value
Less than one year	$	419,961	$	421,784
Due in one to three years		323,235		323,204
Total	$	743,196	$	744,988

The Company also has certain investments in non-publicly traded companies for the promotion of business and strategic objectives. These investments are included in other long-term assets in the Company’s balance sheet and are generally carried at cost. As of July 31, 2003 and 2002, $0.5 million of these investments are included in other long-term assets. The Company monitors these investments for impairment and makes appropriate reductions in carrying values, if necessary. During the year ended July 31, 2002, the Company recorded impairment charges totaling $24.8 million against the value of these investments, due to other than temporary declines in value. No impairment charges were recorded during the years ended July 31, 2003 and 2001.

Inventories

Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value).

Revenue Recognition

Revenue from product sales is recognized upon shipment provided that a purchase order has been received or a contract has been executed, there are no significant uncertainties regarding customer acceptance, the fee is fixed or determinable and collectibility is deemed reasonably assured. If uncertainties regarding customer acceptance exist, revenue is recognized when such uncertainties are resolved. The Company records a warranty liability for parts and labor on its products at the time of revenue recognition. Warranty periods are generally three years from installation date.

The Company’s transactions may involve the sales of systems and services under multiple element arrangements. Revenue under multiple element arrangements is allocated based on the fair value of each element. While each individual transaction varies according to the terms of the purchase order or sales agreement, a typical multiple element arrangement may include some or all of the following components: product shipments, installation services, maintenance and training. The total sales price is allocated based on the relative fair value of each component, generally the price charged for each component when sold separately. For the product portion, revenue is recognized upon shipment if there are no significant uncertainties regarding customer acceptance. If uncertainties regarding customer acceptance exist, revenue is recognized when such uncertainties are resolved. For installation services, revenue is typically recognized upon receipt of documentation from the customer that the services have been performed. For maintenance services, revenue is recognized ratably over the period the services are performed. For training services, revenue is recognized when the services are performed.

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Stock-Based Compensation

The Company accounts for stock-based employee compensation arrangements in accordance with the intrinsic value provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations and complies with the disclosure provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” (“SFAS 123”), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”.

Under the intrinsic value method, when the exercise price of the Company’s employee stock awards equals the market price of the underlying stock on the date of grant, no compensation expense is recognized in the Company’s Consolidated Statements of Operations. The Company currently recognizes compensation expense under APB 25 relating to certain stock options and restricted stock with exercise prices below fair market value on the date of grant.

The Company is required under SFAS 123 to disclose pro forma information regarding the stock awards made to its employees based on specified valuation techniques that produce estimated compensation charges. The pro forma information is as follows (in thousands, except per share data):

	Year Ended July 31,
	2003			2002			2001
Net loss:
As reported	$	(55,106	)	$	(379,657	)	$	(279,754	)
Stock-based compensation expense included in reported net loss under APB 25		8,039			24,627			65,224
Stock-based compensation expense that would have been included in reported net loss if the fair value provisions of SFAS 123 had been applied to all awards		(49,714	)		(141,095	)		(316,972	)
Pro forma	$	(96,781	)	$	(496,125	)	$	(531,502	)
Basic and diluted net loss per share:
As reported	$	(0.21	)	$	(1.49	)	$	(1.18	)
Pro forma	$	(0.36	)	$	(1.95	)	$	(2.24	)

The fair value of these stock awards at the date of grant was estimated using the Black-Scholes model with the following assumptions:

	Year Ended July 31,
	2003		2002		2001
Risk free interest rate	2.2	%	3.3	%	5.0	%
Dividend yield	0	%	0	%	0	%
Expected volatility	96	%	100	%	90	%
Expected life	3.9 years		3.5 years		5 years

The assumptions used for awards under the Company’s Employee Stock Purchase Plan were the same as those listed above, except that an expected life of 0.5 years was used for each period. The weighted average grant date fair value of stock awards granted during the years ended July 31, 2003, 2002 and 2001 was $2.19, $2.87 and $30.70 per share, respectively. For purposes of the pro forma information, the estimated fair values of the employee stock options are amortized to expense using the straight-line method over the vesting period. The pro forma effect of applying SFAS No. 123 for the periods presented is not necessarily representative of the pro forma effect to be expected in future years.

The weighted average exercise prices for options granted at fair value were $3.37, $4.27 and $41.73 for fiscal 2003, 2002 and 2001, respectively. The weighted average fair values for options granted at fair value were

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$2.19, $2.87 and $30.17 for fiscal 2003, 2002 and 2001, respectively. The weighted average exercise price for options granted below fair value in fiscal 2003 was $2.79. The weighted average fair value of options granted below fair value in fiscal 2003 was $2.21. No options were granted below fair value in fiscal 2002. The weighted average exercise price for options granted below fair value in fiscal 2001 was $134.63. The weighted average fair value of options granted below fair value in fiscal 2001 was $102.58.

Property and Equipment

Property and equipment is stated at cost and depreciated over the estimated useful lives of the assets using the straight-line method, based upon the following asset lives:

Computer and telecommunications equipment	2 to 3 years
Computer software	3 years
Furniture and office equipment	5 years
Leasehold improvements	Shorter of lease term or useful life of asset

The cost of significant additions and improvements is capitalized and depreciated while expenditures for maintenance and repairs are charged to expense as incurred. Costs related to internal use software are capitalized in accordance with AICPA Statement of Position No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Upon retirement or sale of an asset, the cost and related accumulated depreciation of the assets are removed from the accounts and any resulting gain or loss is reflected in the determination of net income or loss.

Currently, the Company’s long-lived assets consist entirely of property and equipment. Long-lived assets to be held and used are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Determination of recoverability is based on a comparison of the carrying value of the asset to an estimate of the undiscounted future cash flows resulting from the use and eventual disposition of the asset. An impairment loss is recognized when the fair value of the asset, or the present value of the discounted cash flows expected to result from the use of the asset, is less than the carrying value. Long-lived assets to be disposed of are reported at the lower of carrying value or fair value less costs to sell.

Research and Development and Software Development Costs

The Company’s products are highly technical in nature and require a large and continuing research and development effort. All research and development costs are expensed as incurred. Software development costs incurred prior to the establishment of technological feasibility are charged to expense. Technological feasibility is demonstrated by the completion of a working model. Software development costs incurred subsequent to the establishment of technological feasibility are capitalized until the product is available for general release to customers. Amortization is based on the greater of (i) the ratio that current gross revenue for a product bears to the total of current and anticipated future gross revenue for that product or (ii) the straight-line method over the remaining estimated life of the product. To date, the period between achieving technological feasibility and the general availability of the related products has been short and software development costs qualifying for capitalization have not been material. Accordingly, the Company has not capitalized any software development costs.

Income Taxes

Income taxes are accounted for under the liability method. Under this method, deferred tax assets and liabilities are recorded based on temporary differences between the financial statement amounts and the tax bases of assets and liabilities measured using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company periodically evaluates the realizability of its net deferred tax assets and records a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

Concentrations and Significant Customer Information

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, investments and accounts receivable. The Company invests its excess cash primarily in deposits with commercial banks, high-quality corporate securities and U.S. government securities. For the year ended July 31, 2003, three international customers accounted for 43%, 22% and 14% of the Company’s revenue, respectively. For the year ended July 31, 2002, two international customers accounted for 45% and 20% of the Company’s revenue, respectively. For the year ended July 31, 2001, one domestic customer accounted for 47% of the Company’s revenue and one international customer accounted for 11% of the Company’s revenue. The Company generally does not require collateral for sales to customers, and the Company’s accounts receivable balance at any point in time typically consists of a relatively small number of customer account balances. At July 31, 2003 and 2002, more than 90% of the Company’s accounts receivable balance was attributable to three international customers.

Many emerging service providers, from which the Company had derived a large percentage of its revenue through fiscal 2001, have experienced severe financial difficulties, causing them to dramatically reduce their capital expenditures, and in some cases, file for bankruptcy protection. As a result, the Company is directing its sales efforts towards incumbent service providers, which typically have longer sales evaluation cycles than emerging service providers. The Company expects that its revenue and related accounts receivable balances will continue to be concentrated among a relatively small number of customers.

Certain components and parts used in the Company’s products are procured from a single source. The Company generally obtains parts from one vendor only, even where multiple sources are available, to maintain quality control and enhance working relationships with suppliers. These purchases are made under existing contracts or purchase orders. The failure of a supplier, including a subcontractor, to deliver on schedule could delay or interrupt the Company’s delivery of products and thereby adversely affect the Company’s revenue and results of operations.

Allowance for Doubtful Accounts

The Company evaluates its outstanding accounts receivable balances on an ongoing basis to determine whether an allowance for doubtful accounts should be recorded. Activity in the Company’s allowance for doubtful accounts is summarized as follows:

	Year Ended July 31,
	2003			2002			2001
	(in thousands)
Beginning balance	$	4,684		$	4,773		$	—
Additions (credits) charged to expenses		(500	)		(89	)		5,530
Deductions		—			—			757
Ending balance	$	4,184		$	4,684		$	4,773

Other Comprehensive Income (Loss)

The Company reports comprehensive income (loss) in accordance with Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (SFAS 130). For all periods presented, the unrealized

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gain or loss on investments, which is recorded as a component of stockholders’ equity, was the only difference between the reported net income (loss) and total comprehensive income (loss).

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period less unvested restricted stock. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and common equivalent shares outstanding during the period, if dilutive. Common equivalent shares are composed of unvested shares of restricted common stock and the incremental common shares issuable upon the exercise of stock options and warrants outstanding. For all periods presented, due to the net loss sustained in each period, there was no difference between the shares used to calculate basic and diluted net loss per share, since the impact of the common equivalent shares would have been anti-dilutive.

The following table sets forth the computation of basic and diluted net income (loss) per share:

	Year Ended July 31,
	2003			2002			2001
	(in thousands, except per share data)
Numerator:
Net loss	$	(55,106	)	$	(379,657	)	$	(279,754	)
Denominator:
Weighted-average shares of common stock outstanding		271,602			272,162			272,929
Weighted-average shares subject to repurchase		(5,900	)		(17,499	)		(35,176	)
Shares used in per-share calculation—basic		265,702			254,663			237,753
Weighted-average shares of common stock outstanding		265,702			254,663			237,753
Weighted common stock equivalents		—			—			—
Shares used in per-share calculation—diluted		265,702			254,663			237,753
Net income (loss) per share:
Basic	$	(0.21	)	$	(1.49	)	$	(1.18	)
Diluted	$	(0.21	)	$	(1.49	)	$	(1.18	)

Options to purchase 30.2 million, 36.1 million and 19.5 million shares of common stock at average exercise prices of $7.44, $8.33 and $15.87 have not been included in the computation of diluted net income (loss) per share for the years ended July 31, 2003, 2002 and 2001, respectively, as their effect would have been anti-dilutive. Warrants to purchase 150,000 shares of common stock at an exercise price of $11.69 have not been included in the computation of diluted net loss per share for the years ended July 31, 2002 and 2001, as their effect would have been anti-dilutive. These warrants expired unexercised during the year ended July 31, 2003.

Segment Information

The Company has determined that it conducts its operations in one business segment. For the year ended July 31, 2003, the geographical distribution of revenue was as follows: United States—9%, England—44%, France—22%, Japan—15% and all other countries—10%. For the year ended July 31, 2002, the geographical distribution of revenue was as follows: United States—13%, England—47%, Japan—20% and all other countries—20%. For the year ended July 31, 2001, the geographical distribution of revenue was as follows: United States—65%, Canada—11%, and all other countries—24%. Long-lived assets consist entirely of property and equipment and are principally located in the United States for all periods presented.

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Recent Accounting Pronouncements

In November 2002, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 00-21 (“EITF 00-21”), “Revenue Arrangements with Multiple Deliverables.” EITF 00-21 provides guidance on accounting for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF 00-21 will apply to multiple element revenue arrangements entered into by the Company beginning in the first quarter of fiscal 2004. The adoption of EITF 00-21 is not expected to have a material impact on the Company’s financial position or results of operations.

In January 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” FIN 46 requires that if an entity has a controlling financial interest in a variable interest entity, the assets, liabilities and results of activities of the variable interest entity should be included in the consolidated financial statements of the entity. FIN 46 requires that its provisions are effective immediately for all arrangements entered into after January 31, 2003. The Company does not have any financial interests in variable interest entities created after January 31, 2003. For those arrangements entered into prior to January 31, 2003, FIN 46 provisions are required to be adopted by the Company in the second quarter of fiscal 2004. The adoption of FIN 46 is not expected to have a material impact on the Company’s financial position or results of operations.

In May 2003, the FASB issued SFAS 150, “Accounting For Certain Financial Instruments with Characteristics of Both Liabilities and Equity” which establishes standards for how an issuer of financial instruments classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on a fixed monetary amount known at inception, variations in something other than the fair value of the issuer’s equity shares or variations inversely related to changes in the fair value of the issuer’s equity shares. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS 150 is not expected to have a material impact on the Company’s financial position or results of operations.

3. Inventories

Inventories consisted of the following at July 31, 2003 and 2002 (in thousands):

	2003		2002
Raw materials	$	861	$	3,609
Work in process		498		964
Finished goods		3,758		8,367
	$	5,117	$	12,940

4. Property and Equipment

Property and equipment consisted of the following at July 31, 2003 and 2002 (in thousands):

	2003			2002
Computer software and equipment	$	59,380		$	61,983
Land		3,000			4,000
Furniture and office equipment		1,443			1,435
Leasehold improvements		2,765			2,625
		66,588			70,043
Less accumulated depreciation and amortization		(51,999	)		(37,347	)
	$	14,589		$	32,696

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Depreciation and amortization expense was $21.1 million, $41.9 million and $35.5 million for the years ended July 31, 2003, 2002 and 2001, respectively.

5. Lease Commitments

Operating Leases

Rent expense under operating leases was $2.3 million, $4.0 million and $5.2 million for the years ended July 31, 2003, 2002 and 2001, respectively. At July 31, 2003, future minimum lease payments under all non-cancelable operating leases are as follows (in thousands):

2004	$	6,566
2005		6,278
2006		3,705
2007		6,024
Total future minimum lease payments	$	22,573

The amounts shown above include future lease payments relating to excess facilities for which the Company has abandoned and recorded charges for lease terminations and non-cancelable lease costs as part of its restructuring programs (Note 10). At July 31, 2003, $18.0 million is included as part of the restructuring liability relating to these facilities.

Vendor Financing

As a result of the financial demands of major network deployments, service providers are continuing to request financing assistance from their suppliers. From time to time we have provided extended payment terms on trade receivables to certain key customers to assist them with their network deployment plans. In addition, we may provide or commit to extend additional credit or credit support, such as vendor financing, to our customers, as we consider appropriate in the course of our business. Our ability to provide customer financing is limited and depends on a number of factors, including our capital structure, the level of our available credit and our ability to factor commitments. The extension of financing to our customers will limit the capital that we have available for other uses. Currently, we do not have any outstanding customer financing commitments.

During the first quarter of fiscal 2002, each of our two major vendor financing customers experienced a significant deterioration in their financial condition. As a result, we determined that we were unlikely to realize any significant proceeds from these vendor financing agreements. Accordingly, we recorded an impairment charge for the leased assets related to these financing agreements. Since revenue had been recognized under the vendor financing agreements on a cash basis, the amount of the impairment loss was limited to the cost of the systems shipped to the vendor financing customers, which had been classified in other long-term assets.

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6. Income Taxes

Substantially all of the loss before income taxes as shown in the Consolidated Statement of Operations for the years ended July 31, 2003, 2002 and 2001 is derived in the United States.

The provision for income taxes consists of the following (in thousands):

	July 31,
	2003		2002		2001
Current:
Federal	$	—	$	—	$	(2,050	)
State		—		—		931
Foreign		—		—		202
		—		—		(917	)
Deferred:
Federal		—		—		11,052
State		—		—		2,997
Foreign		—		—		—
		—		—		14,049
Total provision for income taxes	$	—	$	—	$	13,132

A reconciliation between the statutory federal income tax rate and the Company’s effective tax is as follows (in thousands):

	July 31,
	2003			2002			2001
Statutory federal income tax (benefit)	$	(19,287	)	$	(132,880	)	$	(93,318	)
State taxes, net of federal benefit		(1,609	)		(11,851	)		(8,446	)
Non-deductible stock compensation		1,905			6,151			19,542
Valuation allowance		19,619			142,533			97,115
Other		(628	)		(3,953	)		(1,761	)
	$	—		$	—		$	13,132

The significant components of the Company’s net deferred tax assets as of July 31, 2003 and 2002 are as follows (in thousands):

	2003			2002
Assets:
Net operating loss and credit carryforwards	$	289,228		$	244,778
Restructuring and related accruals		27,408			43,812
Accruals		4,539			5,281
Depreciation		3,105			7,989
Other, net		2,999			5,800
Total net deferred tax assets		327,279			307,660
Valuation allowance		(327,279	)		(307,660	)
	$	—		$	—

During the years ended July 31, 2003 and 2002, due to the Company’s cumulative net losses, the Company did not record a benefit for taxes currently payable. In addition, the Company recorded increases to the valuation allowance of $19.6 million and $142.5 million, respectively, to offset the increase in the net deferred tax assets, since the Company believes it is more likely than not that the net deferred tax assets will not be realized. During

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the year ended July 31, 2001, due to cumulative net losses and charges for restructuring and related asset impairments, the Company recorded a full valuation allowance to offset the net deferred tax assets, as the Company believes it is more likely than not that the net deferred tax assets will not be realized. The income tax provision does not reflect the tax savings resulting from deductions associated with the Company’s stock option plans. Tax benefits associated with the Company’s stock plans of approximately $3.2 million were credited to additional paid-in capital during the year ended July 31, 2001. No tax benefits associated with the Company’s stock plans were recorded during the years ended July 31, 2003 and 2002.

The Company had federal and state tax net operating loss carryforwards at July 31, 2003 of approximately $694.0 million and $189.7 million, respectively. The federal and state tax loss carryforwards will begin to expire in 2018 and 2003, respectively. Included in the net operating loss carryforwards are stock option deductions of approximately $163.4 million. The benefit of certain stock option deductions will be credited to additional paid-in capital when realized. The Company also has federal and state research tax credit carryforwards of approximately $9.0 million and $3.8 million respectively, which will begin to expire in 2018 and 2013, respectively.

7. Stockholders’ Equity

Preferred Stock

The Company’s Board of Directors (the “Board”) has the authority to issue up to 5,000,000 shares of preferred stock without stockholder approval in one or more series and to fix the rights, preferences, privileges and restrictions of ownership. No shares of preferred stock were outstanding at July 31, 2003 or July 31, 2002.

Common Stock

The Company is authorized to issue up to 2,500,000,000 shares of its common stock. The holders of the common stock are entitled to one vote for each share held. The Board may declare dividends from legally available funds, subject to any preferential dividend rights of any outstanding preferred stock and restrictions under the Company’s loan agreements. Holders of the common stock are entitled to receive all assets available for distribution on the dissolution or liquidation of the Company, subject to any preferential rights of any outstanding preferred stock.

In October 1999, the Company completed its initial public offering (“IPO”) in which it sold 22,425,000 shares of common stock at a price to the public of $12.67 per share. The net proceeds of the IPO, after deducting underwriting discounts and other offering expenses, were approximately $263.0 million. Upon the closing of the IPO, all then outstanding shares of redeemable convertible preferred Stock (Series A, B, C and D) automatically converted to 141,849,675 shares of common stock. In March 2000, the Company completed a follow-on public offering of 10,200,000 shares of common stock at $150.25 per share. Of the 10,200,000 shares offered, 8,428,401 shares were sold by the Company and 1,771,599 shares were sold by existing stockholders of the Company. The net proceeds of this offering, to the Company, after deducting underwriting discounts and other expenses, were approximately $1.2 billion.

The Company effected the following stock splits: 3-for-1 in February 2000 and 3-for-1 in August 1999. All common shares, common share options and per share amounts in the accompanying financial statements have been adjusted to reflect the stock splits.

Stock Incentive Plans

The Company currently has three primary stock incentive plans: the 1998 Stock Incentive Plan (the “1998 Plan”), the 1999 Stock Incentive Plan (the “1999 Plan”) and the Sirocco 1998 Stock Option Plan (the “Sirocco 1998 Plan”). A total of 109,825,720 shares of common stock have been reserved for issuance under these plans. The 1999 Plan is the only one of the three primary plans under which new awards are currently being issued. The

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total amount of shares that may be issued under the 1999 Plan is the remaining shares to be issued under the 1998 Plan, plus 25,000,000 shares, plus an annual increase equal to the lesser of (i) 18,000,000 shares, (ii) 5% of the outstanding shares on August 1 of each year, or (iii) a lesser number as determined by the Board. The plans provide for the grant of incentive stock options, nonstatutory stock options, restricted stock awards and other stock-based awards to officers, employees, directors, consultants and advisors of the Company. No participant may receive any award, or combination of awards, for more than 1,500,000 shares in any calendar year. Options may be granted at an exercise price less than, equal to or greater than the fair market value on the date of grant. The Board determines the term of each option, the option exercise price, and the vesting terms. Stock options generally expire ten years from the date of grant and vest over three to five years.

All employees who have been granted options by the Company under the 1998 and 1999 Plans are eligible to elect immediate exercise of all such options. However, shares obtained by employees who elect to exercise prior to the original option vesting schedule are subject to the Company’s right of repurchase, at the option exercise price, in the event of termination. The Company’s repurchase rights lapse at the same rate as the shares would have become vested under the original vesting schedule. As of July 31, 2003, there were 1,171,500 shares related to immediate option exercises subject to repurchase by the Company through fiscal 2005 at prices ranging from $0.04 to $3.83.

Restricted Stock

Restricted stock may be issued to employees, officers, directors, consultants, and other advisors. Shares acquired pursuant to a restricted stock agreement are subject to a right of repurchase by the Company which lapses as the restricted stock vests. In the event of termination of services, the Company has the right to repurchase unvested shares at the original issuance price. The vesting period is generally four to five years. The Company issued no shares of restricted stock during the years ended July 31, 2003 and 2002, and 1,675,027 shares of restricted stock during the year ended July 31, 2001. As of July 31, 2003, there were 1,877,329 shares of restricted stock subject to repurchase by the Company through fiscal 2005 at their original issuance prices, ranging from $0.00 to $0.11.

Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan under which a total of 2,250,000 shares of common stock have been reserved for issuance. Eligible employees may purchase common stock at a price equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each six-month offering period. Participation is limited to 10% of an employee’s eligible compensation not to exceed amounts allowed by the Internal Revenue Code. On August 1 of each year, the aggregate number of common shares available for purchase under the Employee Stock Purchase Plan is automatically increased by the number of common shares necessary to cause the number of common shares available for purchase to be 2,250,000. During the years ended July 31, 2003, 2002 and 2001, 869,370, 1,079,619 and 148,473 shares of common stock were issued under the plan, respectively. At July 31, 2003, 1,380,630 shares were available for future issuance.

Non-Employee Director Option Plan

The Company has a Non-Employee Director Option Plan (“the Director Plan”) under which a total of 1,770,000 shares of common stock have been reserved for issuance. As of August 1 of each year, the aggregate number of common shares available for the grant of options under the Director Plan is automatically increased by the number of common shares necessary to cause the total number of common shares available for grant to be 1,500,000. Each non-employee director is granted an option to purchase 90,000 shares which vests over three years upon their initial appointment as a director, and immediately following each annual meeting of stockholders, each non-employee director is automatically granted an option to purchase 30,000 shares which vests in one year. The Company granted 210,000, 90,000 and 90,000 options under the Director Plan during the years ended July 31, 2003, 2002 and 2001, respectively. At July 31, 2003, 1,290,000 shares were available for grant under the Director Plan.

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Deferred Stock Compensation

In connection with the grant of certain stock options and restricted shares to employees through the year ended July 31, 2001, the Company recorded deferred stock compensation equal to the difference between the deemed fair market value of the common stock on the date of grant and the exercise price. Deferred compensation related to options and restricted shares which vest over time is recorded as a component of stockholders’ equity and is amortized over the vesting periods of the related options and restricted shares. During the years ended July 31, 2003, 2002 and 2001, the Company recorded stock-based compensation expense relating to these options and restricted shares totaling $8.0 million, $24.6 million and $64.3 million, respectively. Included in the stock-based compensation expense for the year ended July 31, 2001 was $36.3 million relating to the acceleration of certain restricted stock and stock options pursuant to the terms of the merger agreement between Sycamore and Sirocco. During the years ended July 31, 2003, 2002 and 2001, the Company reversed deferred stock compensation of $3.6 million, $13.8 million and $8.8 million, respectively, relating to former employees that had terminated prior to vesting in the stock options and restricted shares.

Non-Employee Stock Compensation

During the years ended July 31, 2003, 2002 and 2001, the Company granted 18,000, 15,000 and 5,500 shares of fully vested non-forfeitable common stock awards to non-employees, respectively, and recognized compensation expense of $40,000, $30,000 and $22,000, respectively. The fair value of each stock option was estimated using the Black-Scholes option-pricing model with the following assumptions for the years ended July 31, 2003, 2002 and 2001, respectively: weighted-average risk free interest rates of 3.0%, 5.0% and 4.0%, weighted-average expected option life of 3.8, 2.0 and 3.0 years, no dividend yield and 100%, 90% and 90% volatility.

During the year ended July 31, 2001, the Company issued a two-year warrant to purchase 150,000 shares of common stock at $11.69 per share, exercisable immediately in exchange for general and administrative services. The fair value of the warrant of $0.9 million was charged to expense during the year ended July 31, 2001, and was determined using the Black-Scholes model with the following assumptions: 6.5% risk free interest rate, 90% expected volatility, 2 year expected life and no dividend yield. This warrant expired unexercised during the year ended July 31, 2003.

Stock Option Exchange Offer

In May 2001 the Company announced an offer to exchange outstanding employee stock options having an exercise price of $7.25 or more per share in return for restricted stock and new stock options to be granted by the Company (the “Exchange Offer”). Pursuant to the Exchange Offer, in exchange for eligible options, an option holder generally received a number of shares of restricted stock equal to one-tenth ( ¹/10) of the total number of shares subject to the options tendered by the option holder and accepted for exchange, and commitment for new options to be issued exercisable for a number of shares of common stock equal to nine-tenths ( ⁹/10) of the total number of shares subject to the options tendered by the option holder and accepted for exchange. In order to address potential adverse tax consequences for employees of certain international countries, these employees were allowed to forego the restricted stock grants and receive all stock options.

A total of 17.6 million options were accepted for exchange under the Exchange Offer and accordingly, were canceled in June 2001. A total of 1.7 million shares of restricted stock were issued in June 2001 and the Company recorded deferred compensation of $12.6 million related to these grants at that time. Due to cancellations of restricted stock relating to employee terminations, which were primarily due to the Company’s fiscal 2002 restructuring programs as described in Note 10, the total deferred compensation relating to the Exchange Offer was reduced to approximately $7.3 million. The deferred compensation costs will be amortized ratably over the vesting periods of the restricted stock, generally over a four year period, with 25% of the shares vesting one year after the date of grant and the remaining 75% vesting quarterly thereafter. Until the restricted stock vests, such shares are subject to forfeiture in the event the employee leaves the Company.

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Upon the completion of the Exchange Offer, options to purchase approximately 15.9 million shares were originally expected to be granted in the second quarter of fiscal 2002, no sooner than six months and one day from June 20, 2001. However, due to the effect of employee terminations, which were primarily due to the Company’s fiscal 2002 restructuring programs as described in Note 10, the number of options which were granted in the second quarter of fiscal 2002 related to the Exchange Offer was approximately 12.6 million shares. The new options will generally vest over three years, with 8.34% of the options vesting on the date of grant and the remaining 91.66% vesting quarterly thereafter subject to forfeiture in the event the employee leaves the Company. The new options were granted with an exercise price of $4.89 per share, equal to the fair market value of the Company’s common stock on the date of grant.

Stock Option Activity

Stock option activity under all of the Company’s stock plans during the three years ended July 31, 2003 is summarized as follows:

	Number of Shares		Weighted Average Exercise Price
Outstanding at July 31, 2000	28,763,996		$	46.91
Options granted	16,224,893			42.46
Options exercised	(2,383,582	)		2.13
Options canceled	(23,088,405	)		74.65
Outstanding at July 31, 2001	19,516,902		$	15.87
Options granted	23,503,385			4.27
Options exercised	(1,382,738	)		1.18
Options canceled	(5,585,817	)		19.40
Outstanding at July 31, 2002	36,051,732		$	8.33
Options granted	5,782,139			3.35
Options exercised	(1,196,128	)		1.36
Options canceled	(10,449,415	)		8.93
Outstanding at July 31, 2003	30,188,328		$	7.44

The following table summarizes information about stock options outstanding at July 31, 2003:

	Options Outstanding				Vested Options Exercisable
Range of Exercise Prices	Number of Shares Outstanding	Weighted Average Remaining Contract Life	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$  0.11–$    3.33	5,435,004	7.5	$	2.23	2,072,582	$	1.75
$  3.34–$    4.60	11,403,111	8.9	$	3.58	3,807,199	$	3.55
$  4.69–$    4.89	7,086,289	8.4	$	4.89	4,235,613	$	4.89
$  4.95–$  12.67	4,963,768	7.0	$	8.99	3,602,478	$	9.01
$15.63–$154.00	1,300,156	7.0	$	71.12	843,581	$	73.32
$ 0.11–$154.00	30,188,328	8.1	$	7.44	14,561,453	$	9.08

At July 31, 2002 and 2001, approximately 10.3 million and 3.9 million outstanding options were vested and exercisable, respectively. The weighted average exercise prices for vested and exercisable outstanding options were $10.95 and $15.87 at July 31, 2002 and 2001, respectively.

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Treasury Stock

At July 31, 2003 and 2002, the Company held 147,000 and 1.9 million shares of treasury stock, recorded at the acquisition cost of $11,000 and $158,000, respectively. Treasury stock relates to the repurchase upon employee terminations of unvested shares of restricted stock and options exercised prior to vesting. The shares of treasury stock held are either retired or reissued upon the exercise of options or the issuance of other stock-based equity awards. During the year ended July 31, 2003, the Company retired 2.9 million shares of treasury stock at its acquisition cost of $246,000.

8. Employee Benefit Plan

The Company sponsors a defined contribution plan covering substantially all of its employees which is designed to be qualified under Section 401(k) of the Internal Revenue Code. Eligible employees are permitted to contribute to the 401(k) plan through payroll deductions within statutory and plan limits. The Company made matching contributions of $0.5 million, $1.0 million and $1.1 million to the plan during fiscal 2003, 2002 and 2001, respectively.

9. Related Party Transactions

In July 2000, the Company and the Chairman of the Company’s Board of Directors (the “Chairman”), entered into an Investor Agreement with Tejas Networks India Private Limited, a private company incorporated in India (“Tejas”), pursuant to which the Company and the Chairman each invested $2.2 million in Tejas in exchange for equity shares of Tejas. The Chairman also serves as the Chairman of the Board of Directors of Tejas. An executive officer of the Company also attends meetings of the Board of Directors of Tejas for the sole purpose of representing the Company’s business interests, if any. The Company has entered into various agreements with Tejas under which the Company has licensed certain proprietary software development tools to Tejas, and Tejas will assist the Company’s business development efforts in India and also provide maintenance and other services to the Company’s customers in India. During the year ended July 31, 2003, the Company recognized revenue of $0.2 million relating to transactions with Tejas. During the year ended July 31, 2002, the Company did not engage in any material transactions with Tejas. During the year ended July 31, 2001, the Company made payments of $1.1 million to Tejas and recognized revenue of $0.1 million relating to transactions with Tejas.

10. Restructuring Charges and Related Asset Impairments

In fiscal 2001 the telecommunications industry began a severe decline which has impacted equipment suppliers, including the Company. In response to the telecommunications industry downturn, the Company enacted three separate restructuring programs: the first in the third quarter of fiscal 2001 (the “fiscal 2001 restructuring”), the second in the first quarter of fiscal 2002 (the “first quarter fiscal 2002 restructuring”), and the third in the fourth quarter of fiscal 2002 (the “fourth quarter fiscal 2002 restructuring”). As a part of the Company’s fourth quarter fiscal 2002 restructuring program, the Company discontinued the development of its standalone transport products and focused its business exclusively on optical switching products. During fiscal 2002, as a result of the combined activity under all of the restructuring programs, the Company recorded a total net charge of $241.5 million, which was classified in the statement of operations as follows: cost of revenue—$91.7 million, operating expenses—$125.0 million, and non-operating expenses—$24.8 million. The originally recorded restructuring charges were subsequently reduced by credits totaling $14.6 million (cost of revenue—$10.8 million and operating expenses—$3.8 million). During fiscal 2003, due to various changes in estimates relating to the prior restructuring programs, the Company recorded a credit of $0.5 million classified as cost of revenue, and a net credit of $4.4 million classified as operating expenses as described below.

During the third and fourth quarters of fiscal 2003, the Company recorded a net $4.4 million credit to operating expenses due to various changes in estimates relating to its restructuring programs. The changes in estimates consisted primarily of a $8.6 million reduction in the estimated legal matters associated with the restructuring programs, a $0.9 million credit relating to proceeds received from the disposal of certain equipment

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and a $0.8 million reduction in the costs associated with a workforce reduction, partially offset by $4.9 million of additional facility consolidation charges and a $1.0 million charge for the write-down of certain land. In addition, the Company recorded a $0.5 million credit to cost of revenue relating to a favorable settlement with a supplier. While the Company has reduced the accrual for potential legal matters based on its current estimate as adjusted for events within the current quarter, given the inherent uncertainties involved in such matters, it is reasonably possible that the Company may incur a loss in addition to the amount accrued. In addition, in the event that other contingencies associated with the restructuring programs occur, or the estimates associated with the restructuring programs are revised, the Company may be required to record additional charges or credits against the reserves previously recorded for its restructuring programs.

As of July 31, 2003, the Company had $19.1 million in accrued restructuring costs, consisting primarily of $18.0 million of accrued liabilities for facility consolidations. Details regarding each of the restructuring programs are described below.

Fiscal 2001 Restructuring:

The fiscal 2001 restructuring program included a workforce reduction of 131 employees, consolidation of excess facilities, and the restructuring of certain business functions to eliminate non-strategic products and overlapping feature sets. The Company recorded restructuring charges and related asset impairments of $81.9 million classified as operating expenses and an excess inventory charge of $84.0 million relating to discontinued product lines, which was classified as cost of revenue. The restructuring charges included amounts accrued for potential legal matters, administrative expenses and professional fees associated with the restructuring programs, including employment termination related claims. The Company substantially completed the fiscal 2001 restructuring program during the first half of fiscal 2002. In the fourth quarter of fiscal 2002, the Company recorded a net $2.1 million credit to operating expenses due to various changes in estimates. The changes in estimates consisted primarily of $4.7 million of additional facility consolidation charges due to less favorable sublease assumptions, offset by a $6.7 million reduction in the potential legal matters associated with the restructuring programs. During the third and fourth quarters of fiscal 2003, the Company recorded a net $1.3 million charge to operating expenses due to various changes in estimates. The changes in estimates consisted of $3.6 million of additional facility consolidation charges due to less favorable sublease assumptions, partially offset by a $2.3 million reduction in potential legal matters associated with the restructuring programs. As of July 31, 2003, the projected future cash payments of $12.9 million consist of facility consolidation charges that will be paid over the respective lease terms through fiscal 2007, and potential legal matters associated with the restructuring programs.

The restructuring charges and related asset impairments recorded in the fiscal 2001 restructuring program, and the reserve activity since that time, are summarized as follows (in thousands):

	Original Restructuring Charge		Non-cash Charges		Payments		Adjustments		Accrual Balance at July 31, 2002		Payments		Adjustments			Accrual Balance at July 31, 2003
Workforce reduction	$	4,174	$	829	$	3,203	$	142	$	—	$	—	$	—		$	—
Facility consolidations and certain other costs		24,437		1,214		5,419		1,994		15,810		4,256		(1,336	)		12,890
Inventory and asset write-downs		137,285		84,972		52,313		—		—		—		—			—
Total	$	165,896	$	87,015	$	60,935	$	2,136	$	15,810	$	4,256	$	(1,336	)	$	12,890

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First Quarter Fiscal 2002 Restructuring:

The first quarter fiscal 2002 restructuring program included a workforce reduction of 239 employees, consolidation of excess facilities and charges related to excess inventory and other asset impairments. As a result, the Company recorded restructuring charges and related asset impairments of $77.3 million classified as operating expenses and an excess inventory charge of $102.4 million classified as cost of revenue. In addition, the Company recorded charges totaling $22.7 million, classified as a non-operating expense, relating to impairments of investments in non-publicly traded companies that were determined to be other than temporary. The restructuring charges included $7.1 million of costs relating to the workforce reduction, $11.2 million related to the write-down of certain land, lease terminations and non-cancelable lease costs and $6.0 million for potential legal matters, administrative expenses and professional fees associated with the restructuring programs, including employment termination related claims. The restructuring charges also included $102.4 million for inventory write-downs and non-cancelable purchase commitments for inventories due to a severe decline in the forecasted demand for the Company’s products and $53.1 million for asset impairments related to the Company’s vendor financing agreements and fixed assets that the Company abandoned.

The first quarter fiscal 2002 restructuring program was substantially completed during the fourth quarter of fiscal 2002. During the third and fourth quarters of fiscal 2002, the Company recorded credits totaling $10.8 million to cost of revenue due to changes in estimates, the majority of which related to favorable settlements with contract manufacturers for non-cancelable inventory purchase commitments. In addition, during the fourth quarter of fiscal 2002, the Company recorded a net $1.7 million credit to operating expenses relating to various changes in estimates. The changes in estimates consisted of a $1.7 million reduction in potential legal matters associated with the restructuring programs and the reversal of an accrued liability of $0.8 million for workforce reductions, partially offset by $0.9 million of additional facility consolidation charges. During the third and fourth quarters of fiscal 2003, the Company recorded a net $1.4 million credit to operating expenses due to various changes in estimates. The changes in estimates consisted of a $2.2 million reduction in potential legal matters associated with the restructuring programs, partially offset by $0.8 million of additional facility consolidation charges due to less favorable sublease assumptions. In addition, the Company recorded a $1.0 million non-cash charge to operating expenses for the write-down of certain land and a $0.5 million credit to cost of revenue relating to a favorable settlement with a supplier. As of July 31, 2003, the projected future cash payments of $1.8 million consist primarily of facility consolidation charges that will be paid over the respective lease terms through fiscal 2005 and potential legal matters associated with the restructuring programs.

The restructuring charges and related asset impairments recorded in the first quarter fiscal 2002 restructuring program, and the reserve activity since that time, are summarized as follows (in thousands):

	Original Restructuring Charge		Non-cash Charges		Payments		Adjustments		Accrual Balance at July 31, 2002		Payments		Adjustments		Accrual Balance at July 31, 2003
Workforce reduction	$	7,106	$	173	$	6,106	$	827	$	—	$	—	$	—	$	—
Facility consolidations and certain other costs		17,181		8,572		1,684		835		6,090		2,821		1,449		1,820
Inventory and asset write-downs		155,451		102,540		41,358		10,804		749		749		—		—
Losses on investments		22,737		22,737		—		—		—		—		—		—
Total	$	202,475	$	134,022	$	49,148	$	12,466	$	6,839	$	3,570	$	1,449	$	1,820

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Fourth Quarter Fiscal 2002 Restructuring:

The fourth quarter fiscal 2002 restructuring program included a workforce reduction of 225 employees, consolidation of excess facilities, and the restructuring of certain business functions to eliminate non-strategic products. This included discontinuing the development of the Company’s standalone transport products, including the SN 8000 Intelligent Optical Transport Node and the SN 10000 Intelligent Optical Transport System. As a result, the Company recorded restructuring charges and related asset impairments of $51.5 million classified as operating expenses. In addition, the Company recorded a charge of $2.1 million, classified as a non-operating expense, relating to impairments of investments in non-publicly traded companies that were determined to be other than temporary. The restructuring charges included $8.7 million of costs relating to the workforce reduction, $5.6 million for lease terminations and non-cancelable lease costs and $14.5 million relating to potential legal matters, contractual commitments, administrative expenses and professional fees related to the restructuring programs, including employment termination related claims. The restructuring charges also included $22.6 million of costs relating to asset impairments, which primarily included fixed assets that were disposed of, or abandoned, due to the rationalization of the Company’s product offerings and the consolidation of excess facilities. The fourth quarter fiscal 2002 restructuring program was substantially completed during the first half of fiscal 2003.

During the third and fourth quarters of fiscal 2003, the Company recorded a net $4.4 million credit to operating expenses due to various changes in estimates. The changes in estimates consisted of a $4.1 million reduction in potential legal matters associated with the restructuring programs and a $0.8 million reduction in the costs associated with the workforce reduction, partially offset by $0.5 million of additional facility consolidation charges. In addition, the Company recorded a $0.9 million credit to operating expenses relating to proceeds received from the disposal of certain equipment. As of July 31, 2003, the projected future cash payments of $4.4 million consist primarily of facility consolidation charges that will be paid over the respective lease terms through fiscal 2006 and potential legal matters and contractual commitments associated with the restructuring programs.

The restructuring charges and related asset impairments recorded in the fourth quarter fiscal 2002 restructuring program, and the reserve activity since that time, are summarized as follows (in thousands):

	Original Restructuring Charge		Non-cash Charges		Payments		Accrual Balance at July 31, 2002		Payments		Adjustments		Accrual Balance at July 31, 2003
Workforce reduction	$	8,713	$	814	$	2,059	$	5,840	$	5,070	$	770	$	—
Facility consolidations and certain other costs		20,132		—		454		19,678		11,662		3,640		4,376
Asset write-downs		22,637		22,637		—		—		—		—		—
Losses on investments		2,108		2,108		—		—		—		—		—
Total	$	53,590	$	25,559	$	2,513	$	25,518	$	16,732	$	4,410	$	4,376

11. Commitments and Contingencies

Litigation

Beginning on July 2, 2001, several purported class action complaints were filed in the United States District Court for the Southern District of New York against the Company and several of its officers and directors (the “Individual Defendants”) and the underwriters for the Company’s initial public offering on October 21, 1999. Some of the complaints also include the underwriters for the Company’s follow-on offering on March 14, 2000. The complaints were consolidated into a single action and an amended complaint was filed on April 19, 2002. The amended complaint, which is the operative complaint, was filed on behalf of persons who purchased the Company’s common stock between October 21, 1999 and December 6, 2000. The amended complaint alleges violations of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,

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primarily based on the assertion that the Company’s lead underwriters, the Company and the other named defendants made material false and misleading statements in the Company’s Registration Statements and Prospectuses filed with the SEC in October 1999 and March 2000 because of the failure to disclose (a) the alleged solicitation and receipt of excessive and undisclosed commissions by the underwriters in connection with the allocation of shares of common stock to certain investors in the Company’s public offerings and (b) that certain of the underwriters allegedly had entered into agreements with investors whereby underwriters agreed to allocate the public offering shares in exchange for which the investors agreed to make additional purchases of stock in the aftermarket at pre-determined prices. The amended complaint alleges claims against the Company, several of the Company’s officers and directors and the underwriters under Sections 11 and 15 of the Securities Act. It also alleges claims against the Company, the individual defendants and the underwriters under Sections 10(b) and 20(a) of the Securities Exchange Act. The amended complaint seeks damages in an unspecified amount.

The action against the Company is being coordinated with approximately three hundred other nearly identical actions filed against other companies. The actions seek damages in an unspecified amount. On October 9, 2002, the court dismissed the Individual Defendants from the case without prejudice based upon Stipulations of Dismissal filed by the plaintiffs and the Individual Defendants. The Company has approved a Memorandum of Understanding (“MOU”) and related agreements which set forth the terms of a proposed settlement between the Company and the plaintiff class. It is anticipated that any potential financial obligation of the Company to plaintiffs pursuant to the terms of the MOU and related agreements will be covered by existing insurance. Therefore, the Company does not expect that the settlement will involve any payment by the Company. The MOU and related agreements are subject to a number of contingencies, including the negotiation of a settlement agreement and its approval by the Court. The Company is unable to determine whether or when a settlement will occur or be finalized. In the event that a settlement is not finalized, the Company is not currently able to estimate the possibility of loss or range of loss, if any, relating to these claims.

On April 1, 2003, a complaint was filed against the Company in the United States Bankruptcy Court for the Southern District of New York by the creditors’ committee (the “Committee”) of 360networks (USA), inc. and 360networks services inc. (the “Debtors”). The Debtors are the subject of a Chapter 11 bankruptcy proceeding but are not plaintiffs in the complaint filed by the Committee. The complaint seeks recovery of alleged preferential payments in the amount of approximately $16.1 million, plus interest. The Committee alleges that the Debtors made the preferential payments under Section 547(b) of the Bankruptcy Code to the Company during the 90-day period prior to the Debtors’ bankruptcy filings. The Company believes that the claims against it are without merit and intends to defend against the complaint vigorously. The Company is not currently able to estimate the possibility of loss or range of loss, if any, relating to these claims.

The Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s results of operations or financial position.

Guarantees

FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”), requires that upon issuance of a guarantee, the guarantor must disclose and recognize a liability for the fair value of the obligation assumed under that guarantee. The initial recognition and measurement requirement of FIN 45 is effective for guarantees issued or modified after December 31, 2002 for those items that only require disclosure. As of July 31, 2003, the Company’s guarantees requiring disclosure consist of its accrued warranty obligations and indemnifications for intellectual property infringement claims.

In the normal course of business, the Company may also agree to indemnify other parties, including customers, lessors and parties to other transactions with the Company, with respect to certain matters. The

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Company has agreed to hold these other parties harmless against losses arising from a breach of representations or covenants, or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company, if any, under these agreements have not had a material impact on the Company’s operating results or financial position. Accordingly, the Company has not recorded a liability for these agreements as the Company believes the fair value is not material.

Warranty liability

The Company records a warranty liability for parts and labor on its products at the time revenue is recognized. Warranty periods are generally three years from installation date. The estimate of the warranty liability is based primarily on the Company’s historical experience in product failure rates and the expected material and labor costs to provide warranty services.

The following table summarizes the activity related to product warranty liability during the year ended July 31, 2003 (in thousands):

Balance at July 31, 2002	$	5,499
Accruals for warranties during the period		537
Settlements		(1,385	)
Balance at July 31, 2003	$	4,651

12. Selected Quarterly Financial Data (Unaudited)

	October 26, 2002			January 25, 2003			April 26, 2003			July 31, 2003
	(in thousands, except per share amounts)
Consolidated Statement of Operations Data:
Revenue	$	5,938		$	10,825		$	10,601		$	10,912
Cost of revenue		7,499			10,944			9,043			7,618
Gross profit (loss)		(1,561	)		(119	)		1,558			3,294
Operating expenses:
Research and development		13,927			13,432			12,679			12,400
Sales and marketing		4,942			5,070			4,884			4,867
General and administrative		1,658			1,751			1,852			1,978
Stock-based compensation		2,017			1,747			1,656			1,207
Restructuring charges and related asset impairments		—			—			(2,193	)		(2,254	)
Total operating expenses		22,544			22,000			18,878			18,198
Loss from operations		(24,105	)		(22,119	)		(17,320	)		(14,904	)
Interest and other income, net		6,743			6,002			5,426			5,171
Loss before income taxes		(17,362	)		(16,117	)		(11,894	)		(9,733	)
Income tax expense		—			—			—			—
Net loss	$	(17,362	)	$	(16,117	)	$	(11,894	)	$	(9,733	)
Basic and diluted net loss per share	$	(0.07	)	$	(0.06	)	$	(0.04	)	$	(0.04	)

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	October 27, 2001			January 26, 2002			April 27, 2002			July 31, 2002
	(in thousands, except per share amounts)
Consolidated Statement of Operations Data:
Revenue	$	21,243		$	21,800		$	13,582		$	8,549
Cost of revenue		123,132			19,838			3,492			6,242
Gross profit (loss)		(101,889	)		1,962			10,090			2,307
Operating expenses:
Research and development		36,515			25,985			25,541			21,613
Sales and marketing		13,704			11,379			8,870			5,734
General and administrative		3,190			2,614			2,186			2,176
Stock-based compensation		5,767			7,141			5,101			4,803
Restructuring charges and related asset impairments		77,306			—			—			47,684
Total operating expenses		136,482			47,119			41,698			82,010
Loss from operations		(238,371	)		(45,157	)		(31,608	)		(79,703	)
Losses on investments		(22,737	)		—			—			(2,108	)
Interest and other income, net		13,173			9,808			8,765			8,281
Loss before income taxes		(247,935	)		(35,349	)		(22,843	)		(73,530	)
Income tax expense		—			—			—			—
Net loss	$	(247,935	)	$	(35,349	)	$	(22,843	)	$	(73,530	)
Basic and diluted net loss per share	$	(1.00	)	$	(0.14	)	$	(0.09	)	$	(0.28	)

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth under the heading “Executive Officers” in Part I hereof and set forth under the caption “Election of Directors” appearing in the Company’s definitive Proxy Statement for the 2003 Annual Meeting of Stockholders to be held on December 18, 2003, which will be filed with the Securities and Exchange Commission not later than 120 days after July 31, 2003, is incorporated herein by reference.

Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, we have adopted a code of ethics that applies to our principal executive officer and all members of our finance department, including our principal financial and accounting officer. A copy of the code of ethics can be obtained without charge by written request to Investor Relations, Sycamore Networks, Inc., 220 Mill Road, Chelmsford, MA 01824. In the event that we make any substantive amendment of, or grant any waiver to, this code of ethics, we will disclose the nature of such amendment or waiver in a current report on Form 8-K.

ITEM 11. EXECUTIVE COMPENSATION

The information appearing under the heading “Executive Officers” in Part I hereof and set forth under the caption “Compensation and Other Information Concerning Executive Officers” in the Company’s definitive Proxy Statement for the 2003 Annual Meeting of Stockholders to be held on December 18, 2003, which will be filed with the Securities and Exchange Commission not later than 120 days after July 31, 2003, is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” appearing in the Company’s definitive Proxy Statement for the 2003 Annual Meeting of Stockholders to be held on December 18, 2003, which will be filed with the Securities and Exchange Commission not later than 120 days after July 31, 2003, is incorporated herein by reference.

The following table provides information as of July 31, 2003 regarding the number of shares of the Company’s common stock that may be issued under the Company’s equity compensation plans. The table includes the 1998 Plan, 1999 Plan, Director Plan and Employee Stock Purchase Plan, all of which have been approved by the Company’s stockholders. The table does not include a total of 324,190 shares of the Company’s common stock issuable upon the exercise of outstanding options under the Sirocco 1998 Plan. These options were assumed by the Company through its acquisition of Sirocco, and no additional options may be granted under this plan. The weighted-average exercise price of these options is $4.29 per share.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)		(b)		(c)
Equity Compensation Plans Approved by Security Holders	29,864,138	(1)	$	7.47	82,788,022	(2)(3)

(1) Excludes purchase rights accruing under the Employee Stock Purchase Plan, pursuant to which 1,380,630 shares are reserved for issuance at July 31, 2003. On August 1 of each year, the aggregate number of common shares available for purchase under the Employee Stock Purchase Plan is automatically increased by the number of shares necessary to restore the number of shares available for purchase to 2,250,000.

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Participants may purchase common stock at a price equal to 85% of the lower of the fair market value of the common stock on the first day or the last day of each six-month offering period. Contributions under the Employee Stock Purchase Plan are limited to 10% of an employee’s eligible compensation not to exceed amounts allowed by the Internal Revenue Code.

(2) Includes 1,380,630 shares relating to the Employee Stock Purchase Plan.

(3) Under the Company’s 1999 Equity Incentive Plan, on August 1 of each year, the shares available for grant are automatically increased by an amount equal to the lesser of (i) 18,000,000 shares, (ii) 5% of the outstanding shares, or (iii) a lesser number as determined by the Company’s Board of Directors.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth under the caption “Certain Relationships and Related Transactions” appearing in the Company’s definitive Proxy Statement for the 2003 Annual Meeting of Stockholders to be held on December 18, 2003, which will be filed with the Securities and Exchange Commission not later than 120 days after July 31, 2003, is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information set forth under the caption “Principal Accounting Fees and Services” appearing in the Company’s definitive Proxy Statement for the 2003 Annual Meeting of Stockholders to be held on December 18, 2003, which will be filed with the Securities and Exchange Commission not later than 120 days after July 31, 2003, is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. Financial Statements

The financial statements listed in the accompanying Index to Consolidated Financial Statements on page 39 are filed as part of this report.

2. Exhibits

Number	Exhibit Description
2.1	Agreement and Plan of Merger, dated as of June 5, 2000, by and among Sycamore Networks, Inc., Tropical Acquisition Corporation and Sirocco Systems, Inc. (6)
3.1	Amended and Restated Certificate of Incorporation of the Company (3)
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (3)
3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (9)
3.4	Amended and Restated By-Laws of the Company (3)
4.1	Specimen common stock certificate (1)
4.2	See Exhibits 3.1, 3.2, 3.3 and 3.4 for provisions of the Certificate of Incorporation and By-Laws of the Registrant defining the rights of holders of common stock of the Company (3)(9)
4.3	Second Amended and Restated Investor Rights Agreement dated February 26, 1999, as amended by Amendment No. 1 dated as of July 23, 1999 (1)
4.4	Amendment No. 2 dated as of August 5, 1999 to the Second Amended and Restated Investor Rights Agreement dated February 26, 1999 (3)
4.5	Amendment No. 3 dated as of September 20, 1999 to the Second Amended and Restated Investor Rights Agreement dated February 26, 1999 (3)
4.6	Amendment No. 4 dated as of February 11, 2000 to the Second Amended and Restated Investor Rights Agreement dated February 26, 1999 (3)
*10.1	1998 Stock Incentive Plan, as amended (1)
*10.2	1999 Non-Employee Directors’ Option Plan (1)
+10.3	Purchase and License Agreement between Sycamore Networks, Inc. and Williams Communications, Inc. dated March 5, 1999 (1)
+10.4	Addendum to Purchase and License Agreement between Sycamore Networks, Inc. and Williams Communications, Inc. dated November 21, 1999 (2)
*10.7	1999 Stock Incentive Plan, as amended (10)
*10.9	Form of Indemnification Agreement between Sycamore, the Directors of Sycamore Networks, Inc. and executive officers of Sycamore Networks, Inc. each dated November 17, 1999 (2)
*10.10	Form of Change in Control Agreement between Sycamore Networks, Inc. and executive officers of Sycamore Networks, Inc. each dated November 17, 1999 (2)
10.14	Lease Agreement between Sycamore Networks, Inc. and Farley White Associates, LLC dated March 23, 2000 (4)
*10.15	Sirocco Systems, Inc. 1998 Stock Plan (7)
10.16	Purchase and Sale Agreement dated as of October 13, 2000 between Vesper Park, LLC and Sycamore Networks, Inc. (8)
10.17	Lease dated as of October 27, 2000, between Sycamore Networks, Inc. and BCIA New England Holdings LLC for One Executive Drive, Chelmsford, Massachusetts (9)

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Number	Exhibit Description
+10.19	Manufacturing Services Agreement between Sycamore Networks, Inc. and Jabil Circuit, Inc. (10)
10.21	Indemnification Agreement between Sycamore Networks, Inc. and Paul W. Chisholm (11)
++10.22	Manufacturing Services Agreement between Sycamore Networks, Inc. and Plexus Services Corp.
99.2	Escrow Agreement dated as of September 7, 2000 by and among Sycamore Networks, Inc., the Stockholder Representative named therein and the Escrow Agent named therein (5)
21.1	List of subsidiaries
23.1	Consent of PricewaterhouseCoopers LLP
24.1	Power of Attorney (see signature page)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference to Sycamore Networks, Inc.’s Registration Statement on Form S-1 (Registration Statement No. 333-84635).

(2) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 1999 filed with the Commission on December 13, 1999.

(3) Incorporated by reference to Sycamore Networks, Inc.’s Registration Statement on Form S-1 (Registration Statement No. 333-30630).

(4) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2000 filed with the Commission on June 12, 2000.

(5) Incorporated by reference to Sycamore Networks, Inc.’s Registration Statement on Form S-4 (Registration Statement No. 333-40146).

(6) Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Commission on June 12, 2000.

(7) Incorporated by reference to Sycamore Networks, Inc.’s Annual Report on Form 10-K for the annual period ended July 31, 2000 filed with the Commission on October 24, 2000.

(8) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2000 filed with the Commission on December 12, 2000.

(9) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 27, 2001 filed with the Commission on March 13, 2001.

(10) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended April 28, 2001 filed with the Commission on June 12, 2001.

(11) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 26, 2002 filed with the Commission on December 6, 2002.

* Denotes a management contract or compensatory plan or arrangement.

+ Confidential treatment granted for certain portions of this Exhibit pursuant to Rule 406 promulgated under the Securities Act, which portions are omitted and filed separately with the Securities and Exchange Commission.

++ Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 406 promulgated under the Securities Act, which portions are omitted and filed separately with the Securities and Exchange Commission.

(b)    Reports on Form 8-K:

On May 13, 2003, the Company furnished a Current Report on Form 8-K under Item 12 containing the press release relating to its third quarter fiscal 2003 results.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chelmsford, Commonwealth of Massachusetts, on this 21st day of October, 2003.

SYCAMORE NETWORKS, INC.
By:	/S/    DANIEL E. SMITH
	Daniel E. Smith
	President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

Know all persons by these presents, that each person whose signature appears below constitutes and appoints Gururaj Deshpande, Daniel E. Smith and Frances M. Jewels, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Annual Report on Form 10-K has been signed below by the following persons in the capacities indicated on this 21st day of October, 2003.

/s/    GURURAJ DESHPANDE         Gururaj Deshpande	Chairman of the Board of Directors
/s/    DANIEL E. SMITH         Daniel E. Smith	President, Chief Executive Officer and Director
/s/    FRANCES M. JEWELS         Frances M. Jewels	Chief Financial Officer, Vice President, Finance and Administration, Secretary and Treasurer (Principal Financial and Accounting Officer)
/s/    TIMOTHY A. BARROWS         Timothy A. Barrows	Director
/s/    PAUL W. CHISHOLM         Paul W. Chisholm	Director
/s/    PAUL J. FERRI         Paul J. Ferri	Director
/s/    JOHN W. GERDELMAN         John W. Gerdelman	Director

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EXHIBIT INDEX

Number	Exhibit Description
2.1	Agreement and Plan of Merger, dated as of June 5, 2000, by and among Sycamore Networks, Inc., Tropical Acquisition Corporation and Sirocco Systems, Inc. (6)
3.1	Amended and Restated Certificate of Incorporation of the Company (3)
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (3)
3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (9)
3.4	Amended and Restated By-Laws of the Company (3)
4.1	Specimen common stock certificate (1)
4.2	See Exhibits 3.1, 3.2, 3.3 and 3.4 for provisions of the Certificate of Incorporation and By-Laws of the Registrant defining the rights of holders of common stock of the Company (3)(9)
4.3	Second Amended and Restated Investor Rights Agreement dated February 26, 1999, as amended by Amendment No. 1 dated as of July 23, 1999 (1)
4.4	Amendment No. 2 dated as of August 5, 1999 to the Second Amended and Restated Investor Rights Agreement dated February 26, 1999 (3)
4.5	Amendment No. 3 dated as of September 20, 1999 to the Second Amended and Restated Investor Rights Agreement dated February 26, 1999 (3)
4.6	Amendment No. 4 dated as of February 11, 2000 to the Second Amended and Restated Investor Rights Agreement dated February 26, 1999 (3)
*10.1	1998 Stock Incentive Plan, as amended (1)
*10.2	1999 Non-Employee Directors’ Option Plan (1)
+10.3	Purchase and License Agreement between Sycamore Networks, Inc. and Williams Communications, Inc. dated March 5, 1999 (1)
+10.4	Addendum to Purchase and License Agreement between Sycamore Networks, Inc. and Williams Communications, Inc. dated November 21, 1999 (2)
*10.7	1999 Stock Incentive Plan, as amended (10)
*10.9	Form of Indemnification Agreement between Sycamore, the Directors of Sycamore Networks, Inc. and executive officers of Sycamore Networks, Inc. each dated November 17, 1999 (2)
*10.10	Form of Change in Control Agreement between Sycamore Networks, Inc. and executive officers of Sycamore Networks, Inc. each dated November 17, 1999 (2)
10.14	Lease Agreement between Sycamore Networks, Inc. and Farley White Associates, LLC dated March 23, 2000 (4)
*10.15	Sirocco Systems, Inc. 1998 Stock Plan (7)
10.16	Purchase and Sale Agreement dated as of October 13, 2000 between Vesper Park, LLC and Sycamore Networks, Inc. (8)
10.17	Lease dated as of October 27, 2000, between Sycamore Networks, Inc. and BCIA New England Holdings LLC for One Executive Drive, Chelmsford, Massachusetts (9)
+10.19	Manufacturing Services Agreement between Sycamore Networks, Inc. and Jabil Circuit, Inc. (10)
10.21	Indemnification Agreement between Sycamore Networks, Inc. and Paul W. Chisholm (11)
++10.22	Manufacturing Services Agreement between Sycamore Networks, Inc. and Plexus Services Corp.

70

Number	Exhibit Description
99.2	Escrow Agreement dated as of September 7, 2000 by and among Sycamore Networks, Inc., the Stockholder Representative named therein and the Escrow Agent named therein (5)
21.1	List of subsidiaries
23.1	Consent of PricewaterhouseCoopers LLP
24.1	Power of Attorney (see signature page)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference to Sycamore Networks, Inc.’s Registration Statement on Form S-1 (Registration Statement No. 333-84635).

(2) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 1999 filed with the Commission on December 13, 1999.

(3) Incorporated by reference to Sycamore Networks, Inc.’s Registration Statement on Form S-1 (Registration Statement No. 333-30630).

(4) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended April 29, 2000 filed with the Commission on June 12, 2000.

(5) Incorporated by reference to Sycamore Networks, Inc.’s Registration Statement on Form S-4 (Registration Statement No. 333-40146).

(6) Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Commission on June 12, 2000.

(7) Incorporated by reference to Sycamore Networks, Inc.’s Annual Report on Form 10-K for the annual period ended July 31, 2000 filed with the Commission on October 24, 2000.

(8) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 28, 2000 filed with the Commission on December 12, 2000.

(9) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 27, 2001 filed with the Commission on March 13, 2001.

(10) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended April 28, 2001 filed with the Commission on June 12, 2001.

(11) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 26, 2002 filed with the Commission on December 6, 2002.

* Denotes a management contract or compensatory plan or arrangement.

+ Confidential treatment granted for certain portions of this Exhibit pursuant to Rule 406 promulgated under the Securities Act, which portions are omitted and filed separately with the Securities and Exchange Commission.

++ Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 406 promulgated under the Securities Act, which portions are omitted and filed separately with the Securities and Exchange Commission.

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EX-10.22

Exhibit 10.22

Sycamore Networks, Inc.

MANUFACTURING SERVICES AGREEMENT

This Manufacturing Services Agreement is entered into as of the 20th day of March, 2003 (“Effective Date”) by and between Sycamore Networks Inc. (“Sycamore”), with offices at 220 Mill Road, Chelmsford, Massachusetts 01824 and Plexus Services Corp. (“Supplier”), with offices at 55 Jewelers Park Drive, Neenah, Wisconsin 54957.

WHEREAS, Sycamore desires to enter into a business relationship involving the regular performance of two general classes of Manufacturing Services referred to as “non-recurring” and “recurring” services; and

WHEREAS, Supplier desires to enter into such a business relationship to perform such services for Sycamore,

NOW, THEREFORE, in consideration of the mutual promises, covenants, and Agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sycamore and Supplier hereby agree to the following terms and conditions for the performance of Manufacturing Services by Supplier for Sycamore.

1.0 DEFINITIONS

As used in this Agreement, the following terms shall have the following respective meanings:

“Component Inventory” means inventory purchased by Supplier as a result of a Sycamore Purchase Order owned by Supplier that remains at its location for Supplier’s use in performing Services hereunder exclusively for Sycamore.

“Consigned Inventory” or “Consignment Inventory” means inventory owned by Sycamore but located at Supplier’s site.

“Consigned Repairs Components” means components owned by Sycamore and located at Supplier’s site for the purpose of Supplier performing “Out of Warranty” repairs.

“Days” means calendar days unless otherwise noted.

“Direct Fulfillment Inventory” means finished goods inventory built by Supplier at the direction of Sycamore, that remains at Supplier’s location for direct shipment to Sycamore customers.

“Engineer Change Order” or “ECO” means a specification change issued by Sycamore which, if made to Products, would affect the form, fit, or function of such Product.

“Excess Inventory” means those components in Supplier’s inventory or on order that will not be consumed by a then outstanding Sycamore Purchase Order.

“Long Lead-Time Components” means any Component with a lead-time greater than [ * ] Days.

“NCNR” means a non-cancelable, non-returnable purchase order issued by Supplier for Component Inventory on behalf of Sycamore.

“Non-Recurring Manufacturing Services,” “Non Recurring Expense” or “NRE” means services generally associated with the initial introduction of new Products, including, but not limited to: development and design of production tooling; advanced circuit packaging development; printed wiring board design and layout; development and design of production tooling, test fixtures and test software for printed wiring assemblies; and Product changes and rework of printed wiring assemblies based on Sycamore ECOs.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

1

“Obsolete Inventory” means those components in Supplier inventory or on order , which no longer appear on a Sycamore active bill of materials of a Product.

“Pass Through Items” means any autonomous assembly(ies) that are purchased fully tested and ready for direct ship to Sycamore customers for which Supplier has not performed, and Sycamore will not require it to perform, Recurring Manufacturing Services; a list of such items is attached hereto as Exhibit E, as may be amended from time to time by agreement of the parties.

“Product(s)” means the product(s) manufactured and assembled by Supplier in the course of performing Services hereunder.

“Purchase Order(s)” shall have the meaning set forth in Section 4 hereof.

“Recurring Manufacturing Services” means the volume production of Products for Sycamore including, but not limited to, assembly of Printed Wiring Assemblies, testing and direct order fulfillment to identified Sycamore customers, and any other service not defined as Non-Recurring Manufacturing Services.

“Services” means Recurring Manufacturing Services and Non-Recurring Manufacturing Services.

“Ship Date” means the date specified on a Purchase Order as the date on which Products are to ship from Supplier’s manufacturing facility to a destination specified by Sycamore in such order.

“Sycamore Price File” or “SPF” means the prices of the components for which Sycamore has independently established the pricing with the Vendor for use by the Supplier.

“Specifications” means the bill of materials, manufacturing specifications, schematics, assembly drawings and test specifications provided by Sycamore to Supplier and reasonably agreed upon by Supplier for purposes of performing Recurring Manufacturing Services under this Agreement.

“Supplier Supplied Pricing” or “SSP” means the prices of the components for which the Supplier has independently established the pricing with the Vendor.

“Vendor” means any third party supplying products or services to Supplier or Sycamore.

2.0 PURPOSE OF AGREEMENT

2.1 On and subject to the terms and conditions of this Agreement, from time to time, Sycamore may purchase Services from Supplier. Pricing shall be determined in accordance with Section 6 below.

2.2 To purchase Services, Sycamore, as applicable, shall issue a purchase order (“Purchase Order”) at least [ * ] Days prior to the requested Ship Date. Each such Purchase Order shall be deemed to incorporate by reference the terms and conditions of this Agreement.

3.0 TERM OF AGREEMENT

This Agreement shall become effective on the latter of the signature dates of the parties, and it shall continue in effect until terminated in accordance with Section 24.

4.0 SYCAMORE ORDERS TO SUPPLIER

4.1 Sycamore shall purchase Products and/or Services from Supplier by issuing Sycamore Purchase Orders [ * ] Days prior to the requested Ship Date. Sycamore may issue Purchase Orders in writing, by mail or facsimile, or by electronic means as the parties may from time to time agree.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

2

4.2 Each Sycamore Purchase Order shall include: a description of the Products and/or Services to be purchased, the quantity, routing instructions, requested Ship Date, destination and price per this Agreement. Sycamore Purchase Orders issued under this Agreement shall constitute the only authorization for the Supplier to expend any money or incur any liabilities for which Supplier will be reimbursed by Sycamore.

4.3 Supplier shall acknowledge such Purchase Orders promptly and shall notify Sycamore of acceptance (or rejection, with the reasons therefor) of such Purchase Orders within [ * ] business days of receipt. Supplier shall be deemed to have accepted any Purchase Order which is not rejected within [ * ] business days of receipt. Supplier shall not reject any Purchase Order which conforms to the terms of this Agreement but may modify the Ship Date by mutual agreement of the parties to reflect the then-current lead time of components and manufacturing lead time.

4.4 Supplier shall [ * ] require Sycamore to place a [ * ] of Products in its Purchase Orders.

5.0 SUPPLIER PURCHASES ON BEHALF OF SYCAMORE

5.1 Supplier shall purchase components on Sycamore’s behalf only in accordance with Sycamore issued Purchase Orders. Supplier shall not hold Sycamore liable for any amounts not supported by a Sycamore Purchase Order, provided that Sycamore shall be liable for components purchased as part of a [ * ] if such purchase was approved by Sycamore pursuant to Section 5.4 hereof.

5.2 Supplier shall use reasonable and prudent purchasing practices to minimize Sycamore’s liability to pay for components or services. Such reasonable and prudent purchasing practices include, without limitation, Supplier’s use of its reasonable best efforts (a) to obtain and secure rights to return, reschedule and/or cancel its purchase or order of such components or services, (b) to ascertain the restocking charge, if available, for such components, subject to the prior approval of Sycamore, and (c) to return, cancel, reschedule, resell or use such components or services elsewhere in its business.

5.3 Prior to Supplier issuing any Supplier purchase orders on Sycamore’s behalf, Supplier shall use applicable Consigned Inventory and Component Inventory to support Sycamore Purchase Orders or Supplier shall be liable for additional purchases.

5.4 In the event that Supplier’s materials requirement planning indicates demand for Component Inventory that: (a) is less than the Vendor’s [ * ] or [ * ] value, or (b) is identified as an NCNR component, Supplier shall identify such components to Sycamore in writing in advance of order. To the extent that the total dollar cost of all material components, including NCNR and [ * ], ordered by Supplier for any Purchase Order equals or is less than the total dollar cost of all material components identified in that Purchase Order, Supplier shall be entitled to purchase such NCNR and [ * ] components required to produce the Product subject to that Purchase Order without obtaining the advance approval of Sycamore through the Variance Authorization Form so long as those components have been identified and documented as [ * ] (including the quantities thereof) and/or NCNR during the [ * ] review to establish the reconciled costed bill of materials under Section 6.2 hereof; all other orders for NCNR and [ * ] components must be approved by Sycamore in advance using the Variance Authorization Form attached hereto as Exhibit A. Notwithstanding the foregoing, with respect to a Vendor’s [ * ] or [ * ] value, Supplier shall be entitled to order such components without obtaining the prior written approval of Sycamore through the Variance Form to the extent of [ * ] in the aggregate for all such components per [ * ]. Supplier shall obtain prior written consent from Sycamore as set forth herein to order such [ * ] or NCNR components, and agrees that Sycamore shall not be liable for such components purchases without Sycamore’s written preapproval except and only to the extent of the specific exceptions set forth in the preceding sentences of this Section 5.4. Excess components shall be held by Supplier as Component Inventory and Sycamore shall direct its disposition under the inventory liability provisions hereinafter set forth in Section 11.2 hereof.

For example, in the event that Sycamore places a Purchase Orders in the amount of $1 million per quarter and $500,000 of that cost is for the material components, Supplier can order NCNR and [ * ] components without use of the Variance Form so long as the total cost to Sycamore for all components required to produce the Product subject to that Purchase Order does not exceed [ * ].

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

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5.5 Sycamore may independently establish a Sycamore Price File with a particular Vendor to supply a specific component for Products and/or Services by Supplier. In that event, Sycamore shall notify Supplier of the SPF. To extent that Sycamore does not establish an SPF with respect to any and all other components, Supplier shall establish an SSP file for such components. Supplier shall issue its purchase orders in accordance with the pricing of the SPF for all SPF components and the SSP for other components. In the event that any SPF terms and conditions with a particular vendor conflicts with any provision in this Agreement, Supplier shall not be obligated to perform such conflicting terms and conditions within this Agreement and Sycamore shall waive any such claims of non-performance under this Agreement with respect to the specific purchase order in question.

5.6 Purchase Price Variance

5.6.1 “PPV” occurs when the Supplier is not able to purchase an SPF component at the SPF price. For SPF components only, in the event that the Supplier is not able to purchase a component at the then current SPF price, then Supplier must provide prompt written notice to Sycamore in advance of placing any purchase orders. Such notice shall be in the form of the Variance Authorization Form attached hereto as Exhibit A, and Supplier shall attach the following documentation to such form or provide such information electronically:

• Sycamore Purchase Order Number which created the demand, and

• Vendor quotation including price, quantity, and delivery date.

Sycamore must give prior written approval of each and every Supplier purchase order to a Vendor which varies from the price in the then current SPF. If Supplier does not give written notice of Purchase Price Variance prior to placing its purchase order with the Vendor, then the PPV claim against Sycamore is waived. In addition to the foregoing, in the event that the Supplier determines that there are expedite or premium charges for any SSP component during [ * ] after the parties have agreed upon the costed bill of materials for that [ * ] pursuant to Section 6.2 below, Supplier shall provide written notice to Sycamore in advance of placing any such purchase orders and must obtain Sycamore’s prior written approval. Such notice shall be in the form of the Variance Authorization Form attached hereto as Exhibit A, and Supplier shall attach the following documentation to such form or provide such information electronically:

• Sycamore Purchase Order Number which created the demand, and

• Vendor quotation including price, quantity, and delivery date.

Notwithstanding the foregoing, in no event shall Supplier request or be entitled to recover expedite or premium charges for any SSP component to the extent it has failed to order such components in a timely and prudent manner using reasonable business practices in order to meet the scheduled Ship Date.

5.7 At Sycamore’s discretion, Sycamore approved purchase price variance changes will be processed on a case by case basis under either Section 10.3 Component Inventory Buy Down or under Section 5.6, but not under both provisions. To the extent that Sycamore elects to process a purchase price variance under Section 5.6, Supplier shall promptly issue either a credit memo or an invoice (in accordance with Section 16.3) following issuance by Sycamore of a Purchase Order to Sycamore reflecting the purchase pricing variances identified through this Purchase Price Variance Process. Disagreement on any aspect of this process shall be resolved through the Dispute Resolution Process set out in Section 31.0.

5.8 In the event that Sycamore establishes an SPF and issues a Sycamore Purchase Order to a Vendor, Sycamore may, at its discretion, transfer such Sycamore Purchase Order to the Supplier and such Purchase Order, subject to Supplier’s agreement in writing to transfer the same, shall be treated by the parties as having been initially issued directly by the Supplier to the Vendor. Upon Supplier’s consent to transfer such purchase order, Supplier shall issue its own purchase order to the Vendor to substitute for the original Sycamore purchase order.

5.9 At Sycamore’s cost for its out-of-pocket expenses, Sycamore has the right to audit the purchasing practices and records utilized by Supplier. Such audit rights shall include but not be limited to the right to audit purchase price variances approved under Section 5.6.1, in which case Supplier shall provide Sycamore with the following information: the Sycamore Purchase Order which created the demand, the Supplier purchase order number with Vendor for the PPV material, the date Supplier

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

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placed the purchase order and Vendor confirmed delivery date, and quantity ordered and purchase order unit cost. Sycamore shall provide 5 Days notice to Supplier and such practices and records shall be reviewed at Supplier’s location. Supplier shall have 10 business days to comply with Sycamore’s request. Sycamore’s audit rights are subject to Supplier’s confidentiality obligations to third parties.

6.0 PRICING TERMS

6.1 NRE Pricing. The initial prices for Non-Recurring Manufacturing Services shall be as set forth in Exhibit B. In order to determine new pricing for NRE, Sycamore shall provide Supplier with a Specification for requested NRE. Supplier shall use commercially reasonable efforts to issue a written quotation within [ * ] business days. Sycamore shall authorize the performance of the NRE by issuance of a Purchase Order. Supplier charges for such NRE shall be in accordance with the quotation.

6.2 Recurring Manufacturing Services Pricing. [ * ] Days before the start of [ * ], Sycamore shall provide Supplier with a copy of its most recent SPF pricing file and Supplier shall provide Sycamore with a copy of its most recent Supplier Supplied Pricing files for reconciliation. Sycamore and Supplier shall confer and agree within [ * ] Days on the cost of the components in the SPF and Supplier Supplied Pricing files which shall form the basis of the costed bill of materials for Sycamore Products for such [ * ]. Supplier shall then provide an updated, reconciled costed bill of materials to Sycamore that represents a quote to Sycamore for production for such [ * ]. This quote shall be firm [ * ] following its receipt by Sycamore subject to PPV as provided above in Sections 5.6 and 5.7. Supplier will promptly inform Sycamore of any Vendor price variations.

Any Purchase Order(s) placed by Sycamore and accepted by Supplier for delivery of Products before the parties have reached agreement on the reconciled costed bill of materials for Sycamore’s [ * ] will be adjusted to reflect new pricing as determined and requested by Sycamore; existing on hand and on order inventory will be managed in Sycamore’s discretion either by resort to the Component Inventory Buy-Down provisions (Section 10.3) or through the PPV adjustment provisions (Sections 5.6 and 5.7), unless otherwise agreed to by the parties. For the convenience of the parties, Exhibit D hereto sets forth Sycamore’s fiscal calendar for fiscal years 2003 and 2004.

6.3 [ * ]. For each Product upon which Supplier performs Recurring Manufacturing Services, Supplier shall charge Sycamore a [ * ] at the time of delivery of a Product in accordance with Schedule 1. At least [ * ] Days before the start of [ * ], the parties shall meet and confer to designate the [ * ] based on Sycamore’s estimated business range for [ * ] based on the Purchase Orders placed by Sycamore with Supplier for that [ * ] prior to the start thereof. If the parties are unable to agree upon the [ * ], the parties shall attempt to resolve the disagreement utilizing the Dispute Resolution Process set out in Section 31. The parties agree that the [ * ] designated by Sycamore in good faith based on the Purchase Orders placed by Sycamore with Supplier prior to the start of [ * ] shall apply to all orders for Product pending resolution of the disagreement.

[ * ] Review. The [ * ] set out in Schedule 1 is fixed for the term of the Agreement for Sycamore’s [ * ] and [ * ] family of Product lines (including, but not limited to, any modifications to an existing Product or the introduction of new feature(s) in an existing Product). In the event that Sycamore introduces a new Product which does not fall within the[ * ] or [ * ] Product family, then Sycamore and Supplier will confer as to the appropriate [ * ] for the manufacture of such Products, provided, however, that to the extent that the Recurring Manufacturing Services required to manufacture any such new Product are substantially similar to the Recurring Manufacturing Services, both in terms of nature and quantity, as are required to manufacture the [ * ] or [ * ] Products, the [ * ] shall apply thereto.

One [ * ] after the Effective Date, and on an [ * ] basis thereafter, the [ * ] may be adjusted only by mutual written agreement of the parties. If the parties are unable to agree upon any adjustment of the [ * ], the parties shall attempt to resolve the disagreement utilizing the Dispute Resolution Process set out in Section 31. The parties agree that the current [ * ] shall apply to all orders for Product pending resolution of the disagreement.

Pass Through Items. Supplier shall charge Sycamore a maximum of [ * ] the Supplier purchase price for Pass Through Items.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

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6.4 Supplier shall [ * ] require of Sycamore any [ * ] on a quarterly or annual basis.

7.0 ENGINEERING CHANGE ORDERS

7.1 Sycamore may by written notice initiate an ECO regarding components or Specifications by documenting and transmitting the proposed change to Supplier’s Coordinator, who shall acknowledge receipt. Supplier shall use all commercially reasonable efforts to provide a detailed response, including the amount of change in costs resulting therefrom, within five (5) business days of receipt of such change notice. In no event shall Supplier provide such response later than ten (10) business days after receipt of such notice. Sycamore will not be liable for any costs or expenses not covered in the detailed ECO response.

7.2 Supplier shall use its reasonable best efforts to implement an ECO as soon as possible. Neither party shall unreasonably withhold or delay agreement to an ECO and the parties will endeavor to agree and implement, at the earliest opportunity, change notices relating to personal and product safety or conformance to existing Specifications.

7.3 Until the parties have agreed in writing upon an ECO and any associated impact, the parties shall continue to perform their obligations under this Agreement without implementing the ECO. Notwithstanding the above, if such notice indicates that a change is required due to safety reasons, Supplier shall not continue to manufacture any affected Products without the prior written consent of Sycamore until the parties have implemented the change notice.

7.4 Supplier shall charge Sycamore a one time processing fee to cover the administrative cost to implement the ECO. Additional charges, if any, shall be as set out in Exhibit B or as otherwise agreed to by the parties in writing.

8.0 SCHEDULING

8.1 Supplier is authorized to ship Products to Sycamore only in accordance with a Purchase Order.

8.2 Sycamore may make changes to shipping instructions, quantities or delivery schedules specified in any Purchase Order as needed throughout the duration of this Agreement, in accordance with Table 8.2, or as otherwise mutually agreed by the parties in writing.

Table 8.2

Days prior to Ship Date	Reschedule Terms
0 - [ * ]	0%
[ * ] - [ * ]	up to [ * ] of a Purchase Order provided that such rescheduled order is to be delivered within [ * ] days of the originally scheduled Ship Date.
[ * ] +	up to [ * ] of a Purchase Order provided that such rescheduled order is to be delivered within [ * ] days of the originally scheduled Ship Date.

Notwithstanding the foregoing, (i) from and after [ * ] commencing on [ * ], Sycamore shall not be entitled to reschedule any Purchase Order(s) to the extent that such rescheduling would cause Sycamore to fail to [ * ] Purchase Orders to obtain the [ * ] for the total [ * ] from Schedule [ * ] selected for that [ * ] pursuant to Section [ * ] hereof; and (ii) with respect to any changes

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

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to a Purchase Order to increase [ * ] within the percentages set forth in the above table, Supplier shall be required to use its reasonable best efforts to fulfill the same.

8.3 If Sycamore desires to reschedule any Purchase Orders in excess of the [ * ], the parties shall mutually agree upon the appropriate remedy for Supplier.

8.4 Supplier shall accept or reject Purchase Order changes within [ * ] business days or the changes will be deemed accepted.

9.0 CANCELLATION

9.1 Sycamore may cancel a Purchase Order, in whole or in part, at any time [ * ] Days or more from the scheduled Ship Date, provided, however, from and after [ * ] commencing on [ * ], Sycamore shall not be entitled to cancel any Purchase Order(s) to the extent that such cancellation would cause Sycamore to fail to [ * ] for the [ * ] range from Schedule [ * ] selected for that [ * ] pursuant to Section 6.3 hereof. Sycamore shall only be entitled to cancel a Purchase Order, in whole or in part, within [ * ] Days or less prior to the scheduled Ship Date by written agreement of Supplier.

9.2 To the extent that Sycamore cancels a Purchase Order, in whole or in part, within [ * ] to [ * ] Days prior to the scheduled Ship Date, Supplier shall, if requested by Sycamore, attempt to mitigate Sycamore’s liability for components, including but not limited to, any NCNR components, by using reasonable and prudent purchasing practices to minimize Sycamore’s liability to pay for components or services. Such reasonable and prudent purchasing practices include, without limitation, Supplier’s use of its reasonable best efforts (a) to obtain and secure rights to return, reschedule and/or cancel its purchase or order of such components or services, (b) to ascertain the restocking charge, if available, for such components, subject to the prior approval of Sycamore, and (c) to return, cancel, reschedule, resell or use such components or services elsewhere in Supplier’s business. To the extent that Supplier is able to mitigate Sycamore’s liability for components, Sycamore shall compensate Supplier for such efforts by [ * ] Supplier for any [ * ] paid by Supplier which were approved by Sycamore in advance [ * ] paying Supplier a fee equal to [ * ] of the price of the mitigated components per the then current SPF or SSP pricing file (excluding any [ * ]). The parties agree that the mitigation period shall not exceed [ * ] Days from the cancellation unless otherwise agreed to by the parties in writing. To the extent that Supplier is unable to mitigate as provided herein, then Sycamore shall direct disposition of those components for which mitigation was not achieved by Supplier pursuant to Section 11.2 below.

9.3 To the extent that Sycamore cancels the Purchase Order, in whole or in part, [ * ] Days or more prior to the scheduled Ship Date, then Supplier shall, if requested by Sycamore, attempt to mitigate Sycamore’s liability for NCNR components by using reasonable and prudent purchasing practices to minimize Sycamore’s liability to pay for components or services. Such reasonable and prudent purchasing practices include, without limitation, Supplier’s use of its reasonable best efforts (a) to obtain and secure rights to return, reschedule and/or cancel its purchase or order of such components or services, (b) to ascertain the restocking charge, if available, for such components, subject to the prior approval of Sycamore, and (c) to return, cancel, reschedule, resell or use such components or services elsewhere in Supplier’s business. To the extent that Supplier is able to mitigate Sycamore’s liability for NCNR components, Sycamore shall compensate Supplier for such efforts by [ * ] Supplier for any [ * ] paid by Supplier which were approved in advance by Sycamore [ * ] paying Supplier a fee equal to [ * ] of the price of the mitigated components per the then current SPF or SSP pricing file (excluding any [ * ]). The parties agree that the mitigation period shall not exceed [ * ] Days from the cancellation unless otherwise agreed to by the parties in writing. To the extent that Supplier is unable to mitigate as provided herein, Sycamore shall direct disposition of those NCNR components pursuant to Section 11.2 below.

9.4 Supplier shall (a) document and calculate all charges under this Section 9 and (b) provide to Sycamore sufficient documentation in a reasonable format to support all such charges and calculations. Labor standards, if any will be mutually agreed upon between the parties.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

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9.5 Supplier shall accept or reject all Purchase Order cancellations in writing within [ * ] business days or the changes will be deemed accepted, provided, however, that Supplier acknowledges that it must accept cancellations subject to Section 9.1 hereof.

10.0 INVENTORY MANAGEMENT

10.1 Supplier will provide an electronic interface to Sycamore’s business enterprise system for the purpose of transferring inventory management, ordering, shipment, and other information to Sycamore at no additional cost to Sycamore.

10.2 Inventory Reconciliation

10.2.1 Supplier shall maintain accurate inventory records of Consigned Inventory, Consigned Repairs Components, Direct Fulfillment Inventory, and Component Inventory using Sycamore’s part numbers.

10.2.2 Consigned Inventory and Consigned Repairs Components

Supplier and Sycamore shall reconcile Consigned Inventory and Consigned Repairs Components located at the Supplier on a monthly basis, the exact timing of which to be set by Sycamore.

a) Supplier shall provide Sycamore a Consigned Inventory and Consigned Repairs Components listing of inventory/repairs components located at the Supplier. The listing must include Sycamore part number and quantity per item.

b) Sycamore shall reconcile Supplier’s balances against Sycamore’s balances. Sycamore shall identify the quantity variances and provide to the Supplier for reconciliation. Supplier shall complete the reconciliation within four (4) working days.

c) Any unreconciled quantity variances shall be invoiced to Supplier and paid in accordance with Section 16.2 hereof. Notwithstanding the foregoing, if within sixty (60) days of Sycamore’s invoice therefor Supplier is able reconcile a quantity variance to Sycamore’s reasonable satisfaction Sycamore shall issue a credit to Supplier.

10.2.3 Direct Fulfillment Inventory

Supplier and Sycamore shall reconcile Direct Fulfillment Inventory on a weekly basis, the exact timing of which shall be set by Sycamore.

a) Supplier shall provide Sycamore a Direct Fulfillment Inventory listing of material located at the Supplier. The listing must include Sycamore part number and quantity per item.

b) Sycamore shall reconcile Supplier’s balances against Sycamore’s balances. Sycamore shall identify the quantity variances and provide to the Supplier for reconciliation. Supplier and Sycamore shall use commercially reasonable efforts to complete the reconciliation within three (3) working days.

c) Any unreconciled quantity variances shall be invoiced to Supplier and paid in accordance with Section 16.2 hereof. Notwithstanding the foregoing, if within sixty (60) days of Sycamore’s invoice therefor Supplier is able reconcile a quantity variance to Sycamore’s reasonable satisfaction Sycamore shall issue a credit to Supplier.

Direct Fulfillment Inventory manufactured by Supplier will be invoiced by Supplier upon the same being placed in Sycamore’s finished goods inventory location at Supplier, at which time title and risk of loss to such Direct Fulfillment Inventory shall also pass to Sycamore. Notwithstanding, Supplier will insure such Direct Fulfillment Inventory held in Supplier’s facilities at the full replacement cost thereof under the terms and conditions of Supplier’s “all risk” insurance coverage. The Direct Fulfillment Inventory shall remain at Supplier’s facility until Supplier is instructed to ship the same by Sycamore. Supplier will segregate

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

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the Direct Fulfillment Inventory from other customer manufactured product and Supplier will not use the Direct Fulfillment Inventory to fill other Supplier customer orders unless otherwise directed by Sycamore. The prices for the Direct Fulfillment Inventory shall be the prices set forth in those Sycamore Purchase Orders under which such inventory was manufactured. Sycamore has requested that Supplier hold such Product following invoicing in order to provide an inventory management and distribution service to Sycamore. In the event Product is held by Supplier for more than [ * ] days after title to the same has transferred to Sycamore, Supplier shall ship the Product to Sycamore or its designated agents as provided in Section 12 hereof. Notwithstanding the foregoing, risk of loss with respect to Consigned Inventory shall remain with Supplier pursuant to Sections 11.3 and 20.3 hereof.

10.2.4 Component Inventory

At Sycamore’s request from time-to-time, Supplier and Sycamore shall reconcile Component Inventory as mutually agreed upon.

10.3 Component Inventory Buy Down

Supplier and Sycamore shall conduct a Component Inventory buy down on a [ * ] basis to coincide with the SPF and Supplier Supplied Pricing reconciliation process set out in Section 6.2, the exact timing of which will be agreed to by both parties. If the newly mutually established cost of an item(s) in Component Inventory is less than the then-current inventory valuation on the Supplier Supplied Pricing or SPF file, then upon Sycamore’s written instruction, Supplier shall revalue such item(s). Supplier shall invoice, and Sycamore shall pay (in accordance with Section 16.2 hereof), the difference between the newly mutually established cost, and the previous valuation in the SFP or Supplier Supplied Pricing file.

10.4 Inventory Sellback Process

10.4.1 Supplier shall use Consigned Inventory or Consigned Repairs Components before purchasing components from   third parties. As Consigned Inventory or Consigned Repairs Components are owned by Sycamore, the inventory   sellback process shall be used to transfer title of these components to Supplier.

a) On a weekly basis, the Supplier shall provide Sycamore with usage report indicating what the Supplier has consumed from Consigned Inventory or Consigned Repairs Components. The listing should include quantity, Sycamore part number, and unit cost. The unit cost shall be the same price for the components as set forth in the current SPF or Supplier Supplied Pricing price file at the time of the sellback, without [ * ] or any other [ * ]. The weekly usage report is the record of the transfer of title of Consigned Inventory or Consigned Repairs Components from Sycamore to Supplier

b) Upon receipt of the Supplier usage report, Sycamore shall verify pricing, transact the inventory out of its stock and invoice the Supplier. Supplier shall pay such invoice(s) in accordance with Section 16.2 hereof.

10.5 Disagreement on any aspect of this Inventory Management section shall be resolved through the Dispute Resolution Process set out in Section 31.0.

11.0 OBSOLETE OR EXCESS COMPONENT INVENTORY

11.1 When Supplier is of the opinion that Component Inventory or components on order have been rendered Obsolete Inventory or Excess Inventory, Supplier shall within [ * ] Days following the [ * ] in which such purported event of obsolescence or excess occurred:

• provide to Sycamore a written notice of Obsolete Inventory or Excess Inventory;

• use reasonable and prudent business practices as set forth in Section 5.2 to mitigate Sycamore’s liability relating to such components; and

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

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• provide to Sycamore the P.O.(s), the documentation set forth in Section 5.9 for a PPV adjustment and date(s) of the Sycamore action(s) which created the event of Excess Inventory or Obsolete Inventory; such documentation may be provided electronically.

11.2 Upon receipt of the notice of the occurrence of Obsolete Inventory or Excess Inventory defined above, and to the extent that Supplier can reasonably demonstrate by documentary evidence that it placed all purchase orders in accordance with the terms and conditions of this Agreement, and used reasonable and prudent business practices, as set forth in Section 5.2, Sycamore shall provide written instruction to Supplier directing it to either: 1) move such Excess or Obsolete Inventory to Consigned Inventory in accordance with Section 11.3, 2) process such Obsolete Inventory or Excess Inventory as scrap in accordance with Section 11.4, or 3) continue to hold title to the such Excess Inventory in consideration of Sycamore paying a [ * ] of [ * ] each month for a period of up to [ * ] Days, at which point Sycamore must direct disposition of such inventory in accordance with subsections (i) or (ii) hereof.

11.3 If Sycamore’s written instruction is to move the Obsolete or Excess Inventory to Consigned Inventory, Supplier shall:

• hold such components on consignment for Sycamore at Supplier’s premises at no charge for a period not to exceed [ * ] year. Title to the Consigned Inventory shall pass to Sycamore upon delivery of the components to the consignment location, and risk of loss of or damage to the Consigned Inventory shall remain with Supplier, and

• invoice Sycamore the Supplier’s cost of the components as reflected in the then current SPF or Supplier Supplied Pricing file. Sycamore shall pay such invoice in accordance with Section 16.2 hereof.

When Sycamore moves such components out of consignment, Sycamore shall direct disposition thereof under either Section 11.4 hereof or shall direct that Supplier utilize the same in the manufacture of Products pursuant to Sycamore Purchase Orders.

11.4 If Sycamore’s written instruction is to scrap the Obsolete Inventory or Excess Inventory, Supplier shall:

• remove and make available such components for delivery to Sycamore. Title to and risk of loss of or damage to the components shall pass to Sycamore upon delivery to Sycamore F.O.B. Supplier’s dock.

• pack the components to Supplier’s commercial standards and Sycamore’s custom standards for shipment.

• invoice Sycamore the Supplier’s cost of the components as reflected in the then current SPF or Supplier Supplied Pricing file [ * ] for components with a per unit cost per item of more than [ * ] and [ * ] for components with a per unit cost per item of [ * ] or less. Sycamore shall pay such invoice(s) in accordance with Section 16.2 hereof.

11.5 If Supplier does not report to Sycamore all Obsolete Inventory or Excess Inventory within [ * ] Days following the end of the calendar month in which the event of obsolescence or excess occurred, Supplier waives its right to make any claim against Sycamore for such components.

11.6 Disagreement on any aspect of this Obsolete Inventory or Excess Inventory section shall be resolved through the Dispute Resolution Process set out in Section 31.

12.0 DELIVERY

12.1 Supplier shall include a packing slip with each shipment that lists at a minimum, Sycamore’s part number, Purchase Order Number, the Supplier’s Part Number, serial number and quantity. Supplier shall follow commercially accepted practices for packaging to protect the components from Electrostatic Discharges (ESD), Sycamore specifications for packaging, and normal handling by the selected freight forwarder.

12.2 Supplier shall not make partial shipments or over shipments without Sycamore’s prior written consent.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

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12.3 Supplier shall ship all Products F.O.B. Supplier’s shipping dock, freight prepaid in accordance with the schedule set forth in Sycamore’s Purchase Order as accepted by Supplier. Supplier shall use the freight forwarder chosen by Sycamore in its sole discretion. Supplier shall include freight charges as a separate line item on the applicable invoice(s).

12.4 Where Supplier causes a delay in the shipment of Products, Supplier shall bear the expense of all additional charges required to expedite shipment in order to meet the agreed upon shipment schedule. Sycamore shall be responsible only for standard lead-time costs and UPS “surface” freight charges, unless previously approved by Sycamore in writing.

12.5 Sycamore may reject Products which (a) were damaged when delivered by Supplier to the carrier for shipment to Sycamore or (b) do not conform to the relevant Specifications (“Rejected Products”).

12.6 Sycamore will notify the Supplier in writing of Rejected Products within [ * ] Days of original delivery and will return via the least expensive method possible Rejected Products to the Supplier at Supplier’s expense within an additional [ * ] Days. Supplier shall make reasonable best efforts to deliver a return components authorization form (“RMA”) to Sycamore within [ * ] business [ * ] days after Sycamore’s notice of Rejected Products. If Sycamore does not receive the RMA within such period, Sycamore shall elevate the RMA request to the Strategic Customer Manager and if the matter is not resolved within [ * ] business days, Sycamore shall have the right to return such Rejected Products. Sycamore will provide Supplier’s Strategic Customer Manager with the tracking number of all shipments sent back to Supplier without an RMA.

12.7 Supplier will, at its election, either repair or replace the Rejected Products. The cost associated with any such repair or replacement will be the responsibility of the Supplier. In the case of replacement, title to the Rejected Products shall pass to the Supplier on delivery to the Supplier. Supplier shall bear the expense of redelivering repaired or replaced Products to Sycamore or its customer.

12.8 In the absence of earlier notification of rejection, Sycamore will be deemed to have accepted Products [ * ] Days after delivery provided that the related Product invoice contains all pertinent information relating to Sycamore’s Purchase Order. Sycamore’s acceptance of the Products shall not be deemed a waiver of any warranty claims.

12.9 Supplier shall be liable for liquidated damages if Supplier fails to deliver Products on the Ship Dates specified in a Purchase Order which has been accepted in accordance with Section 4 hereof. In such event, and on and subject to the terms set forth below in this Section 12.9, Supplier shall pay to Sycamore a sum equal to [ * ] of the purchase price of the Products subject to such delay for each business day (or part thereof) of delay in delivery, up to a maximum of [ * ] of such purchase price. Supplier’s obligation to pay liquidated damages hereunder shall be expressly subject to the following conditions:

(a) In no event shall Supplier be liable for liquidated damages when its failure to meet any Ship Date is caused by any act or omission of Sycamore;

(b) Sycamore shall not be in default of any of its obligations under this Agreement;

(c) Supplier shall have a grace period of [ * ] business days from the Ship Date during which liquidated damages shall not apply unless the delay exceeds such grace period, in which case liquidated damages shall be due and owing from the first day of delay from the Ship Date;

(d) If Sycamore does not report to Supplier that it intends to avail itself of this liquidated damages remedy within [ * ] Days following the failure to deliver Products on the Ship Date, Sycamore waives its right to make any claim for liquidated damages under this Section 12.9 against Supplier for such delay; and

(e) Supplier shall not be liable for Liquidated Damages when its failure to meet any Ship Date is caused solely by an industry wide component shortage beyond its reasonable control.

In the event that Supplier fails to deliver Products within [ * ] Days of the Ship Date specified in a Purchase Order, then, in addition to the liquidated damages set forth above, Sycamore shall have the right, in its sole discretion, to cancel the Purchase Order without any liability to Supplier for any costs, including, but not limited to, the cancellation costs set forth in Section 9

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

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above. For avoidance of doubt, Sycamore shall be entitled to cancel such order even if such cancellation would cause it [ * ] of the then designated [ * ].

13.0 SUPPLIER WARRANTY

13.1 Services. Supplier warrants that all Services will be performed in a workmanlike manner in conformity to [ * ]. Supplier further warrants that the Products and Services delivered hereunder (a) will be [ * ] and (ii) [ * ]. Supplier further warrants that all Products shall be manufactured [ * ]

This warranty shall apply for a period of [ * ] from the date Products are shipped, or Services are performed by Supplier and may be enforced by Sycamore.

13.2 Remedy. Sycamore’s remedy for breach of this warranty shall be, [ * ]. Prior to [ * ] any Product that Sycamore claims not to be as warranted by Supplier, Sycamore shall follow Supplier’s reasonable RMA procedures. Supplier shall promptly provide, and shall not unreasonably withhold or delay the issuance of an RMA number. Supplier shall be responsible for all warranty expenses, including the costs of incoming and outgoing shipment for warranty repair. Supplier will make all repairs and replacements, and return Products to Sycamore or another destination specified by Sycamore, within [ * ] Days of receipt by Supplier. Supplier shall replace any Products requiring repair [ * ]. In any instance where Supplier fails to deliver repaired or replaced Products within [ * ] Days after receipt of defective Products, Sycamore shall be entitled to a [ * ]. However, if Supplier fails, on a continuing and material basis, to meet the requirements for repairs set forth herein, Sycamore shall have its full rights and remedies at law or in equity for redress, subject to the limitations of damages as otherwise set forth in this Agreement.

13.3 [ * ]

13.4 The warranties provided in this Section 13 will apply in all circumstances except the following:

13.4.1 Products that have been (i) misused, modified, damaged, placed in an unsuitable physical or operating environment or maintained improperly, (ii) caused to fail by any product or service not supplied by the Supplier, or (iii) subjected to any repair not authorized in writing in advance by the Supplier;

13.4.2 any defect to the extent caused by (i) Sycamore or (ii) an error or omission or design or other fault in any Sycamore Information or in any other drawings, documentation, data, software, information, know-how or components provided or specified by Sycamore or (iii) Sycamore supplied inventory; provided, however, that in the event that both parties contribute to any defect, the warranty shall apply to the extent such defect was contributed to or caused by Supplier;

13.4.3 prototypes and pre-production or pilot versions of Products manufactured by Supplier, the warranty for which shall be limited to conformance to the Specifications supplied by Sycamore; or

13.4.4 Products that, at Sycamore’s specific request, did not undergo Supplier’s standard inspection and test procedure. Notwithstanding the foregoing, the warranties in this Section 13 will apply to the extent that some of Supplier’s standard inspection and test procedures are in place even if such tests and procedures are not considered all of Supplier’s standard inspection and test procedures, unless and to the extent that any defect in any Product which does not undergo all of Supplier’s standard inspection and test procedure at Sycamore’s request would reasonably have been likely to have been discovered by such omitted inspection and test procedure. Additionally, the warranties in this Section 13 will apply to assemblies to the extent that Supplier performed work on the assemblies, even if Sycamore or some other third party performs certain finish or back-end work on the assemblies, provided that any defect in the assemblies is related to a breach of Supplier’s warranties in this Section 13; in the event that both parties contribute to any defect, the warranty shall apply to the extent such defect was contributed to or caused by Supplier. Subject to the foregoing, Supplier’s warranty that the Products will be free from defects in workmanship will always apply.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

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13.5 Supplier shall repair and/or upgrade Products which are outside the warranty period at the direct labor prices and under the terms and conditions set forth in Exhibit B unless otherwise agreed to in writing by the parties.

13.6 THE FORGOING WARRANTIES ARE SOLELY ENFORCEABLE BY SYCAMORE AND ARE SUPPLIER’S SOLE OBLIGATION AND LIABILITY, AND SYCAMORE’S EXCLUSIVE REMEDIES, FOR CLAIMS BASED ON DEFECTS IN OR FAILURE OF ANY PRODUCT OR SERVICE OR THE SUBJECT MATTER OF ANY SERVICE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, RESPECTING NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

13.7 Supplier agrees to maintain in good working order the items contracted for by Sycamore under Non-Recurring Manufacturing Services for the lifetime of this Agreement or as the parties may otherwise agree. Supplier is not obligated to maintain any such items that Sycamore has declared obsolete or that have deteriorated beyond the scope of general maintenance practices as a result of changes mandated by Sycamore.

14.0 SYCAMORE WARRANTY

14.1 Sycamore warrants that, [ * ] of [ * ] and [ * ] and [ * ] (collectively, “Sycamore Information”) [ * ].

14.2 Supplier will promptly notify Sycamore of any manufacturing problems that Supplier believes are related to the Sycamore Information. The parties will cooperate to determine whether such manufacturing problems actually are attributable to the Sycamore Information. Supplier shall not implement any changes to any Sycamore Information without Sycamore’s prior written approval. If the parties determine that a problem does result from the Sycamore Information and initiate [ * ], Supplier will not be liable for [ * ] to the [ * ] from such Sycamore Information, but only to the [ * ] was [ * ] to or [ * ] by Sycamore.

15.0 INDEMNIFICATION

15.1 Sycamore agrees to indemnify Supplier against damages finally awarded by a court of competent jurisdiction arising out of claims for direct losses, damages, costs and expenses (including reasonable attorney’s fees) on account of personal injury, death, or tangible property damage as the result of Sycamore’s active negligence or willful misconduct in developing the Specifications, or any other components, information or instructions relating to the Specifications. This indemnification is conditioned upon Supplier giving Sycamore prompt written notice of the claims, sole control over the defense and/or settlement of the claim, and at Sycamore’s expense, Supplier’s full cooperation [ * ].

15.2 Supplier agrees to indemnify Sycamore against damages finally awarded by a court of competent jurisdiction arising out of claims for direct losses, damages, costs and expenses (including reasonable attorney’s fees) on account of personal injury, death, or tangible property damage as the result of Supplier’s active negligence or willful misconduct in the performance of Recurring Manufacturing Services and Non-Recurring Manufacturing Services. This indemnification is conditioned upon Sycamore giving Supplier prompt notice of the claims, [ * ] over the [ * ] of the claims, and at Supplier’s expense, Sycamore’s full cooperation in the defense of same.

15.3 Sycamore agrees to defend at its expense, hold harmless and indemnify Supplier, [ * ], from and against any judgments, liabilities, claims, demands, expenses, or costs (including attorneys’ fees) to the extent arising from any claim or action asserting that [ * ], or any part thereof, or [ * ], infringes on any intellectual property right, including, without limitation, patent, trademark, copyright, trade secret, or other proprietary right, of any third party, foreign or domestic. This indemnification is conditioned upon Supplier giving Sycamore prompt written notice of the claims, [ * ] and/or [ * ] of the claim, and at Sycamore’s expense, Supplier’s [ * ].

15.4 Supplier agrees to defend at its expense, hold harmless and indemnify Sycamore, [ * ], from and against any judgments, liabilities, claims, demands, expenses, or costs (including attorneys’ fees) to the extent arising from any claim or action asserting that [ * ] infringe on any intellectual property right, including, without limitation, patent, trademark, copyright, trade secret, or other proprietary right, of any third party, foreign or domestic. This

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indemnification is conditioned upon Sycamore giving Supplier prompt written notice of the claims, [ * ] and/or [ * ] of the claim, and at Supplier’s expense, [ * ].

15.5 The above indemnities also apply to claims covered by such indemnities for [ * ] made by [ * ] for infringement of Intellectual Property rights and for [ * ]). However, no[ * ] third parties shall be deemed to be third party beneficiaries under such indemnities or this Agreement.

16.0 PAYMENT TERMS

16.1 Supplier shall render invoices to Sycamore for all Products provided and Services performed under this Agreement [ * ] of Products to Sycamore or its customer, or Sycamore’s acceptance of Non-Recurring Manufacturing Services, as applicable. Supplier shall send invoices to Sycamore Networks, Inc., Attention: Accounts Payable, at the address specified on Sycamore’s Purchase Order.

16.2 Sycamore shall pay Supplier [ * ] Days [ * ] from date of accurate invoice. Sycamore shall be entitled to a [ * ] from date of an accurate invoice. Supplier shall pay Sycamore [ * ] Days [ * ] from date of accurate invoice.

16.3 Supplier’s Invoices shall be in writing and shall contain at least the following information:

• Sycamore’s Purchase Order Number,

• Sycamore’s Part Number and Revision Level,

• Quantity of Products or Services,

• Unit Price of Products or Services,

• Extended Price,

• F.O.B. point

• Delivery location

• Applicable freight and insurance charges reflected as separate line items

• Date of invoice and date of shipment

All amounts due are payable to Supplier at its address specified herein or at such other place as Supplier may hereafter designate in writing to Sycamore.

16.4 [ * ] shall pay for those taxes imposed by any jurisdiction where Supplier assembles, tests, inspects, packages and/or manufactures Sycamore’s goods and which are directly imposed upon the goods or services provided by Supplier to Sycamore before title passes to Sycamore. [ * ] will be solely responsible for and will pay [ * ], as the case may be) for all taxes, including sales taxes (if the item is not for resale), value-added taxes, duties or other governmental or regulatory charges in any country, resulting from the transfer from Supplier to Sycamore of title to Products, except for any income, corporate or other related taxes based upon [ * ] income or property for which [ * ] is directly liable.

16.5 Supplier accepts the credit liability of any Purchase Order once it is accepted and cannot request Sycamore to pay down any credit amount after such acceptance.

17.0 INTELLECTUAL PROPERTY

17.1 Sycamore retains all rights to all existing intellectual property, including but not limited to, all patents, applications for patents, copyrights, mask works, trade secrets and other intellectual property rights (“Intellectual Property”) owned by or licensed to Sycamore. Sycamore grants to Supplier a limited license solely to use and disclose the Intellectual Property to the extent necessary for Supplier to perform its obligations hereunder. Sycamore warrants that all third-party Intellectual Property licenses to Sycamore are in good standing and include the right to grant Supplier all rights necessary to enable Supplier to perform its obligations hereunder this Agreement.

17.2 Supplier retains all rights to all existing Intellectual Property owned by or licensed to Supplier. Supplier warrants that all third-party Intellectual Property licenses to Supplier are in good standing and include all necessary rights to permit Supplier to perform its obligations hereunder.

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17.3 Sycamore will own all rights to any Intellectual Property conceived, created or developed by Supplier in the course of performing its obligations hereunder, paid for by Sycamore, and relating to the design of the Products. Supplier agrees that all designs, production tooling, prototypes, documentation, and any other data or components generated or developed by Supplier under this Agreement, paid for by Sycamore, and relating to the design of the Products or furnished by Sycamore to Supplier shall be and shall remain the sole property of Sycamore. Supplier specifically agrees that all copyrightable components generated or developed under this Agreement, paid for by Sycamore, and applicable to the Products (other than solely related to the manufacture of the Products) shall be considered works made for hire and that such components shall, upon creation, be owned exclusively by Sycamore, provided, however, that to the extent that any such components have general application to Supplier’s manufacturing processes, Sycamore hereby grants to Supplier a non-exclusive, worldwide, royalty-free, non-transferable and irrevocable license to use such components in connection with Supplier’s regular and customary course of business as a contract manufacturer. To the extent that any such components, under applicable law, may not be considered works made for hire, Supplier hereby assigns to Sycamore the ownership of copyright in such components, without the necessity of further consideration, and Sycamore shall be entitled to obtain and hold in its own name all copyrights in such components.

17.4 If and to the extent Supplier may, under applicable law, be entitled to claim any ownership interest in the Intellectual Property Rights generated or developed by Supplier and granted to Sycamore under Section 17.3, Supplier hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sycamore all of Supplier’s right, title and interest in and to such Intellectual Property Rights in perpetuity or for the longest period otherwise permitted by law. Supplier shall perform any acts, at Sycamore’s cost, that may be deemed necessary or desirable by Sycamore to evidence more fully transfer of ownership to Sycamore of all Intellectual Property rights designated under this subparagraph 17.4 to the fullest extent possible, including but not limited to, the making of further written assignments in a form determined by Sycamore. Supplier agrees that it shall have and maintain, during performance of this Agreement, written agreements with all employees, contractors, or agents engaged by Supplier in performing hereunder, granting Supplier rights sufficient to support all performance and grants of rights by Supplier. Supplier shall provide copies of such agreements to Sycamore promptly upon request.

17.5 Except to the extent provided in Section 17.3 above, Supplier will own all rights to any Intellectual Property conceived, created or developed by Supplier in the course of performing its obligations hereunder and solely relating to the manufacturing of the Products.

17.6 Except to the extent expressly stated herein or to the extent such Intellectual Property is incorporated into any Product or process related thereto, nothing in this Agreement grants or can be capable of granting to Sycamore (whether directly or by implication, estoppel or otherwise) any existing Supplier rights to any Intellectual Property owned by or licensed to Supplier. Supplier hereby grants to Sycamore a non-exclusive, worldwide, royalty-free, non-transferable and irrevocable license to use Intellectual Property owned by or licensed to Supplier and incorporated into any Product or process related thereto in connection with the manufacture, testing or service of the Products (such license to include Sycamore’s right to use the physical embodiment of such Intellectual Property, whether in the form of tooling or otherwise, for its business purposes).

17.7 Sycamore’s know-how, testing components, Intellectual Property or the terms of this Agreement, including but not limited to, prices, Specifications, production schedules and other performance activities hereunder are subject to the confidentiality provisions of Section 28 below.

17.8 To the extent transferable, Supplier shall pass through to Sycamore and its customers all intellectual property rights protection and indemnification secured from its Vendors. Supplier will use commercially reasonable efforts to obtain: (i) substantially similar intellectual property indemnification from its Vendors and (ii) the Vendors’ agreement to transfer the same to Sycamore and its customers.

18.0 CUSTOMER PROPERTY

18.1 Supplier shall use Sycamore Information only for the purposes contemplated by this Agreement.

18.2 Supplier will treat all Sycamore Information with substantially the same care as it treats its own property of a similar nature, but in no event less than a reasonable degree of care, and subject to the confidentiality provisions of Section 28

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below. Supplier shall sequester and conspicuously mark all Sycamore components and permit Sycamore to make site inspections to verify the treatment of such components upon reasonable notice. Supplier shall carry insurance coverage appropriate to cover the risk of loss of or damage to Sycamore’s tangible property in Supplier’s possession and control.

18.3 Sycamore shall bear the costs of all maintenance, calibration and repair of Sycamore tooling supplied by Sycamore. Supplier shall bear the costs of all maintenance, calibration and repair of Sycamore tooling with respect to which Sycamore pays Supplier to obtain on Sycamore’s behalf. Supplier must immediately notify Sycamore in the event that tooling or test equipment is found to be out-of-tolerance during calibration. The Supplier shall obtain authorization from Sycamore for any maintenance, calibration and repair costs in excess of [ * ] for such services obtained on Sycamore’s behalf.

19.0 QUALITY ASSURANCE

19.1 Supplier shall maintain quality assurance systems for the control of components quality, processing, assembly, testing, packaging and shipping in accordance with its usual policies and practices and reasonably satisfactory to Sycamore. Supplier shall use IPC A-610 Rev. B Class 2, as published by the Institute for Interconnecting and Packaging Electronic Circuits, as the workmanship standard in performing Services hereunder. Any deficiencies identified by Sycamore in such systems shall be communicated to Supplier in writing. The Supplier is responsible for correcting identified deficiencies in a mutually agreed upon timely fashion. The cost of such changes shall be the responsibility of Supplier.

19.2 Supplier must notify Sycamore in advance of any significant changes to process or equipment, for example, solder chemistries, assembly and test equipment, etc.

19.3 Supplier shall provide at its cost any required minor test equipment as specified by Sycamore. Minor equipment requirements shall be reviewed with the Supplier as part of the test process transfer. Minor equipment includes, but is not limited to, digital multimeters, scopes probes, and device programmers.

19.4 The Supplier shall maintain an inventory of test consumables as specified by Sycamore. Test consumables requirements shall be reviewed with Supplier as part of the test process transfer. Test consumables include, but are not limited to test cables, adapters, test fibers, and connector savers. Sycamore shall reimburse Supplier for the costs incurred to maintain such inventory of test consumables as specified by Sycamore upon Supplier’s written notification.

19.5 Supplier shall perform its processes and acceptance tests in accordance with procedures developed by Sycamore and agreed to by Supplier. The parties shall meet on a quarterly basis to establish minimum acceptable test yields.

19.6 Either party may, during normal business hours and following reasonable notice and subject to the other party’s normal security requirements, review the other party’s facilities and quality control procedures as reasonably necessary for the first party to satisfy itself of the other party’s compliance with its obligations under this Agreement.

19.7 The parties shall endeavor to meet quarterly to discuss and resolve any issues that may have arisen, including issues relating to quality, performance, engineering changes, obsolescence or surpluses.

19.8 Supplier shall retain and maintain the following records and supporting documentation for a period of five (5) years beyond the termination of the Agreement, and Supplier will provide a copy of the same to Sycamore upon request.

The data contained in these records are the sole and exclusive property of Sycamore.

• Quality Data

• FDA Records

• Optical Component Data Sheets

19.9 The parties shall evaluate and mutually agree upon any additional quality requirements.

20.0 SUPPLIER’S REPRESENTATIONS AND WARRANTIES

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20.1 Supplier represents and warrants that it maintains insurance coverage with [ * ] rated carrier that is acceptable to Sycamore in the amounts listed below:

General Liability:	umbrella of US[ * ] million
Worker’s Compensation:	As required by local law of the state in which Supplier’s facility(ies) is(are) located
Errors and Omissions:	US[ * ] million per claim and US[ * ] million annual aggregate
Product Liability:	US[ * ] million per claim and US[ * ] million annual aggregate
Property Insurance:	US[ * ] million

20.2 Supplier represents and warrants that it will maintain at its sole expense an ISO 9001 or ISO 9002 certified quality system in any of the facilities in which Products are designed (ISO 9001) or manufactured (ISO 9001 or ISO 9002). In addition, Supplier will provide Sycamore on a quarterly basis information relating to ISO 14000 certified quality system until such time that Supplier registers its own ISO 14000 certified quality system.

Supplier agrees to maintain safety information as required for Sycamore agency approvals. This will include but not be limited to, maintaining the following as defined by Sycamore: UL/CSA/CE agency case files for safety critical parts, testing (Hi Pot) of Products per UL/CSA/CE defined procedures, labelling of Products per UL/CSA/CE requirements, and record keeping and maintenance per FDA Laser Safety requirements.

20.3 Supplier represents and warrants that it shall maintain all Direct Fulfillment Inventory, Consigned Inventory and Consigned Repairs Components on Supplier’s premises that have been purchased by Sycamore in a secure and separate location, labeled as Sycamore’s property and free of all liens and attachments. Supplier shall retain the risk of loss of all Consignment Inventory and Consigned Repairs Components while it is on its premises. Direct Fulfillment Inventory manufactured by Supplier will, in accordance with Section 10.2.3 hereof, be invoiced by Supplier upon the same being placed in Sycamore’s finished goods inventory location at Supplier, at which time title and risk of loss to such Direct Fulfillment Inventory shall pass to Sycamore; notwithstanding, Supplier will insure such Direct Fulfillment Inventory held in Supplier’s facilities at the full replacement cost thereof under the terms and conditions of Supplier’s “all risk” insurance coverage.

20.4 Supplier shall provide Sycamore with a certificate of insurance in a form reasonably acceptable to Sycamore naming Sycamore as a loss payee under Supplier’s insurance policies as set forth in Section 20.1 and which provides that Sycamore shall have the right to participate directly with the insurance carrier, broker, and Supplier in the negotiation of any claim for a loss made thereunder affecting Sycamore’s Direct Fulfillment Inventory, Consigned Inventory or Consigned Repairs Components on Supplier’s premises. Such certificate of insurance shall also include a provision whereby thirty (30) Days notice must be received, from Supplier or the applicable insurer, by Sycamore prior to coverage cancellation or material alteration of the coverage. Such cancellation or material alteration shall not relieve Supplier of its continuing obligation to maintain insurance coverage in accordance with the provisions of this Section 20.

21.0 HAZARDOUS MATERIAL/TOXIC SUBSTANCES

21.1 Supplier shall treat all material subject to the Toxic Substance Control Act, (15 USC 2601 et. seq.), the Resource Conservation and Recovery Act (42 USC 6901 et. seq.) and the Environmental Protection Agency Hazardous Waste Management Program (40 CFR 260 et. seq.) (“Hazardous Material Laws”) strictly in compliance with such Hazardous Material Laws and as provided herein. Supplier agrees that all such material shall be SHIPPED, TRANSPORTED, DISPOSED, MARKED, LABELED, TAGGED, PLACARDED, PACKAGED, IDENTIFIED, USED, PRESERVED, AND DOCUMENTED BY SUPPLIER AS REQUIRED BY APPLICABLE FEDERAL REGULATIONS INCLUDING BUT NOT LIMITED TO 49 CFR 172 ET. SEQ. AND 29 CFR 1910.1200 ET. SEQ. IN ADDITION, SUPPLIER SHALL SUPPLY THE FOLLOWING INFORMATION: DESCRIPTION OF HAZARDOUS

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MATERIALS AND SHIPPING NAME, HAZARD CLASS OR DIVISION, IDENTIFICATION NUMBERS, PACKING GROUP AND LABELS PER 49 CFR 172.202 ET SEQ.

21.2 Supplier shall comply with the Hazard Communication Standard, 29 CFR 1910.1200. Supplier shall ensure that the names of the items identified on the applicable Material Safety Data Sheets are identical to the names that appear on the label of the Product shipped to Sycamore or its customer. Supplier shall provide a copy of the applicable Material Safety Data Sheets) with each such shipment.

21.3 Supplier shall comply with Section 313 of the Emergency Planning and Community Right to Know Act of 1986 and 40 CFR Part 372, if applicable. As part of such compliance, Supplier shall furnish the following information with the initial shipment of each Product to Sycamore or its customer:

21.3.1 A statement that the Products contain chemicals which are subject to Section 313 of Title III of the Superfund Amendments and Reauthorization Act of 1986 and 40 CFR 372.45.

21.3.2 The name and associated Chemical Abstract Service Registry number of each chemical which has been incorporated into the Products and which is listed in the specific Toxic Chemical Listings contained in 40 CFR 372.45.

21.3.3 The percentage by weight of each toxic chemical component of the Products shipped.

21.4 Supplier shall ship Products containing hazardous components by common carrier authorized to handle the components and in accordance with 49 CFR Parts 100-109 and the “ATA “Dangerous Goods Regulations” or “International Maritime Dangerous Goods Code” (if applicable). This includes, but is not limited to, compliance with the following requirements:

21.4.1 Supplier shall list an emergency contact number on all shipping papers.

21.4.2 Supplier shall list on all shipping papers and packages the technical names of all hazardous components in parenthesis format, the association to the basic description and, in the case of mixtures, the major hazardous components by percentage contributing to the hazard.

21.4.3 Supplier shall indicate on the shipping papers whether the components presents Poisonous by Inhalation (“PIH”) hazards.

21.4.4 At Sycamore’s request, Supplier shall provide test reports to Sycamore indicating Supplier’s compliance with Performance Oriented Packaging requirements to facilitate Sycamore’s reshipment of Products to customers.

21.4.5 Supplier shall clearly mark on all interior packages and shipping containers the closed cup flash point of flammable and combustible liquids.

21.5 Supplier may not perform Services hereunder with ozone depleting substances and may not incorporate ozone-depleting substances into the Products unless approved by Sycamore in advance in writing. In the event of such approval, Supplier shall affix the following warning statement to all affected Products and Services and associated paperwork: “WARNING: Manufactured with CFC-11, 12,13, 111, 112, 113, 114, 115, 211, 212, 213, 214, 215, 216, 217, Halons 12211, 1301, 2402, Carbon Tetrachloride or Methyl Chloroform substances which harm public health and environment by destroying the ozone in the upper atmosphere”.

21.6 DESCRIPTION OF HAZARDOUS MATERIALS ON SHIPPING PAPERS—Supplier must list a description of all hazardous material on all shipping papers associated with Products, as follows:

21.6.1 The proper shipping name prescribed for the material in Column 2 of 49 CFR 172.

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21.6.2 The hazard class or division prescribed for the material as shown in Column 3 of 49 CFR 172 (Table) (Class names, IMO class and division numbers or subsidiary hazard classes may be entered in parentheses following the numerical hazard class).

21.6.3 The identification number (preceded by “UN” or “NA” as appropriate) prescribed for the material as shown in Column 4 of 49 CFR 172 (Table).

21.6.4 The packing group, if any, prescribed for the material in Column 5 of 49 CFR 172 (Table).

22.0 MINORITY/WOMEN BUSINESS ENTERPRISES

22.1 Supplier shall use its reasonable best efforts to award subcontracts to minority business enterprises in a monetary amount equal to [ * ] percent [ * ] of its annual revenue under this Agreement to the extent consistent with the efficient performance of this Agreement. As used in this Agreement, “minority business enterprise” means a business at least fifty percent (50%) of which is owned, controlled and operated by minority group members or, in the case of publicly-owned business, at least fifty-one percent (51%) of the stock of which is owned by minority group members. A women’s business enterprise means a business which is fifty-one (51%) owned, controlled and operated by women. For the purpose of this definition, minority group members are Blacks, Hispanics, Asian Pacific Islanders, American Indians and Alaskan Natives. Supplier may rely on written representations by subcontractors regarding their status as minority or women’s business enterprises in lieu of an independent investigation. Upon Sycamore’s written request, within ten (10) business days of the end of each Sycamore quarter, Supplier shall provide to Sycamore a written report signed by one of its officers which details the percentage of minority business enterprise subcontracts comprising the revenue generated by Supplier from Sycamore’s business that quarter under this Agreement.

23.0 EXCLUSIONS AND LIMITATION OF LIABILITY

23.1 Neither party excludes or limits its liability for death or personal injury resulting from its negligence nor liability for breach of any term implied by statute to the extent that such liabilities cannot by law be limited or excluded.

23.2 Subject only to subparagraph 23.1 above, under no circumstances shall either party have any liability in connection with this Agreement, whether in contract or for negligence or otherwise and whether related to any single event or series of connected events (but not relating to Sycamore’s inventory liabilities or obligations to pay invoices hereunder that are not subject to a bona fide dispute), for any of the following:

23.2.1 any liability in excess of:

23.2.1.1 in the case of damage to or loss of tangible property, the value of such property;

23.2.1.2 in the case of any warranty claims by Sycamore against Supplier, an amount equal to [ * ]; and

23.2.1.3 in any event, and in respect of any other liability, an amount equal to [ * ].

23.2.2 any liability for any incidental, indirect or consequential damages, including those relating to loss of business, loss of records or data, loss of use, loss of profits, revenue or anticipated savings or other economic loss, whether or not Supplier or Sycamore was informed or was aware of the possibility of such loss.

23.3 Neither party may bring an action under this Agreement more than [ * ] after the cause of action arose.

23.4 Neither party will have liability to the other for any failure to perform any obligation under this Agreement or any order to the extent such failure was due to the act or omission of the other party or any agent of the other party.

24.0 TERMINATION

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24.1 After notice of termination is tendered, each party shall cause its Coordinator to prepare (a) an orderly termination of this Agreement and (b) for return to the owning party of its components, equipment, records, specifications, and confidential information. The parties agree to work together to achieve as orderly a transition as possible.

24.2 Sycamore may terminate this Agreement for any reason by providing written notice to Supplier at least [ * ] Days in advance of the requested termination date. Supplier may terminate this Agreement for any reason by providing written notice to Sycamore at least [ * ] Days in advance of the requested termination date. For avoidance of doubt, if either party resorts to the dispute resolution proceedings sets forth under Section 31 hereof, it shall not preclude either party from exercising its rights to terminate under Section 24.2 hereof.

24.3 Either party may terminate this Agreement at any time for cause in the event that any material default by the other remains uncured for more than [ * ] Days following written notice or in the event that other party files or has filed against it any bankruptcy, insolvency or receivership proceeding which prevents or presents a reasonable risk of preventing such party from fulfilling is obligations hereunder, and which is not cured within [ * ] Days of written notice. The non-defaulting party shall specify in the written notice the conditions constituting the default and the corrective action, if any, which must be undertaken to cure such default. If, on or before the noticed date of termination, the non-defaulting party, in the exercise of good faith, determines that the defaulting party has cured the noticed condition of default or has undertaken satisfactory arrangements to attempt the cure, then this Agreement shall continue in force and effect.

24.4 Upon termination [ * ], Sycamore shall be responsible for:

24.4.1 Supplier’s scheduled and actual work-in-process for Sycamore;

24.4.2 Finished Products;

24.4.3 Any investment incurred by Supplier specifically in relation to this Agreement with the prior written agreement of Sycamore and which has not been recovered by Supplier from Sycamore through Reasonable and Prudent Purchasing Practices, amortization or other means;

24.4.4 All Obsolete Inventory or Excess Inventory reported in accordance with Section 11;

24.4.5 Except for Sycamore’s termination due to the default of Supplier, all Purchase Orders placed and accepted by Supplier in accordance with this Agreement; and

24.4.6 Cancellation or restocking charges for Supplier purchase orders placed on behalf of Sycamore, provided that Supplier has employed Reasonable and Prudent Purchasing Practices with regard to such components and Supplier can reasonably demonstrate such practices by documentary or other evidence.

Supplier shall bear the expense of all packaging for shipment and Sycamore shall bear the expense of all freight charges in accordance with Section 12.4. Supplier shall calculate and document all charges under this section and shall provide Sycamore with reasonably sufficient documentation in a reasonable format to support all such charges and calculations. Either party shall be entitled to set-off against any sums due the other party pursuant to this termination provision any sums, liquidated or contingent, which in the good faith judgment of such party constitute sums owing or direct damages for which the other party would be responsible under the terms hereof.

25.0 FORCE MAJEURE

25.1 Except for the payment of invoices due to Supplier that are not the subject of a bona fide dispute, neither party shall be liable for any delay in performance or failure to perform obligations, in whole or in part, when due to circumstances beyond its reasonable control, a labor dispute, strike, war or act of war (whether an actual declaration is made or not), acts of terrorism, insurrection, riot, civil commotion, fire, flood, or other act of God. If an event of Force Majeure

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

20

occurs, the party experiencing the Force Majeure event shall immediately notify the other party of the interruption of scheduled deliveries.

25.2 If an event of Force Majeure continues for a period of [ * ] Days, Sycamore shall have the right to terminate this Agreement immediately upon written notice to Supplier.

25.3 If Supplier experiences a Force Majeure event, Supplier shall use its reasonable best efforts immediately to put into effect an alternate plan to continue supplying Products and Services to Sycamore. Among other things, Supplier’s plan shall grant Sycamore priority treatment in moving the affected operations to another Supplier facility in order to continue production and minimize downtime.

26.0 NOTICES

26.1 In any case where a notice or other communication is to be given or made pursuant to any provision of this Agreement, such notice or communication will be deemed to be received when given or made as follows:

26.1.1 if by hand delivery, on the day delivered;

26.1.2 if by telex, cable, confirmed fax, or telegraph, on the next business day following the date sent; and

26.1.3 if by mail, on the third calendar day following posting by certified or registered mail, return receipt requested.

26.2 Supplier shall mail all such notices to Sycamore and addressed to:

Mr. John Dowling	Copy to: Law Department
Sycamore Networks, Inc.	Sycamore Networks, Inc.
220 Mill Road	220 Mill Road
Chelmsford, MA 01824	Chelmsford, MA 01824
FAX # (978) 256-0022	FAX # (978) 244-1097

26.3 Sycamore shall send all such notices to Supplier and addressed to:

President	Copy to: General Counsel
Plexus Services Corp.	Plexus Services Corp.
55 Jewelers Park Drive	55 Jewelers Park Drive
Neenah, Wisconsin 54957	Neenah, Wisconsin 54957

26.4 Coordinators, are:

For Supplier:

Steve Cohen

Plexus Services Corp.

4 Copeland Drive

Ayer, MA 01432

For Sycamore:

John Breda

Sycamore Networks, Inc.

220 Mill Road

Chelmsford, MA 01824

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

21

27.0 NON-ASSIGNMENT

27.1 Neither party may assign this Agreement without the prior written consent of the other party, which approval shall not be unreasonably withheld or delayed. Either party may, however, assign this Agreement in the event of a merger, acquisition, consolidation or sale of all or substantially all of such party’s business assets or stock, to which assignment both parties hereby consent.

28.0 CONFIDENTIALITY / NON-DISCLOSURE

28.1 The parties shall comply with the provisions of the confidentiality agreement between Supplier and Sycamore Networks, Inc. (the “Confidentiality Agreement”) effective August 16, 2000.

28.2 Neither party shall make any public announcement or other disclosure concerning the existence or terms of this Agreement without first obtaining the other party’s written consent and agreement upon the nature and text of such announcement, such approval and agreement not to be unreasonably withheld. This subparagraph 28.2 shall not apply to (a) any disclosure to a third party which a party determines is reasonably necessary in connection with any financing, strategic transaction, acquisition or disposition involving such party, provided that the third party signs a nondisclosure agreement with terms and conditions substantially similar to this subparagraph 28.2, or (b) any disclosure which a party reasonably determines is required by applicable law, regulation, regulatory authority, legal process or the rules of any stock market on which the securities of such party are listed or quoted for trading.

29.0 SUPERSEDING EFFECT

29.1 This Agreement, including all attachments, constitutes the entire Agreement between the parties with respect to the subject matter and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties. This Agreement shall be modified only by an instrument in writing signed by duly authorized representatives of the parties.

29.2 Any standard or pre-printed terms and conditions set out in any Sycamore Purchase Order form or any Supplier invoice or order acknowledgement shall have no effect and are superseded by the terms and conditions of this Agreement.

29.3 Any rights or obligations under this Agreement which, by their nature and context, continue after termination will remain in effect until fully satisfied or fully performed.

29.4 If there is any conflict or inconsistency between the terms and conditions of any Purchase Order or other documents provided by either party to the other hereunder and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall prevail.

30.0 GOVERNING LAW

30.1 This Agreement shall be interpreted in all respects in accordance with the laws of the State of New York, USA, exclusive of any provisions of the United Nations Convention on the International Sale of Goods and without regard to principles of conflict of laws. The parties submit to the nonexclusive jurisdiction of the courts of the State of New York. The parties further expressly waive any right they may have to a jury trial and agree that any proceedings under this Agreement shall be tried by a judge without a jury.

31.0 DISPUTE RESOLUTION PROCESS

31.1 Disputes between Supplier and Sycamore will be handled through this Dispute Resolution Process. This process shall be initiated when a party’s Coordinator completes a Dispute Resolution Form (contained in Exhibit C) and provided it to the other Coordinator. The dispute will be resolved within five (5) business days by the Coordinators and the issue will be closed.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

22

31.2 In the event that the Coordinators are unable to resolve the dispute within five (5) business days of the notice thereof, either person may request that their Level 1 Managers (as defined herein below) meet to discuss the dispute. A meeting between the Level 1 Managers shall be held within seven (7) Days of the date on which such meeting is requested. In the event the Level 1 Managers are unable to agree on a plan for resolving the dispute within seven (7) Days of the requested meeting, either Level 1 Manager may raise the issue to the respective Level 2 Managers. In the event the Level 2 Managers are unable to agree on a plan for resolving the dispute within seven (7) Days of when the dispute is raised by a Level 1 Manager, either Level 2 Manager may raise the dispute to the respective Level 3 Managers. If the Level 3 Managers fail to resolve such dispute within ten (10) business days of when the dispute is raised by a Level 2 Manager, the Dispute Resolution Process is completed and the parties may exercise any and all rights under this Agreement.

To facilitate the Dispute Resolution Process, the parties agree to the following escalation path:

Level	Supplier	Sycamore
	Supplier Program Manager	Sycamore Coordinator
Level 1	Supplier Strategic Customer Manager	Sycamore Business Contact Vice President of Operations
Level 2	Supplier CFO	Sycamore CFO
Level 3	Supplier President	Sycamore CEO

Any level manager may authorize a designee to assume his/her responsibilities under this section provided such designee is given full authority to agree to a resolution of the dispute. During the pendency of the dispute resolution process, Sycamore will continue to make payments in accordance with the provisions of this Agreement and Supplier will continue to perform Services. So long as both parties follow the dispute resolution process, neither Supplier nor Sycamore shall institute any legal proceedings or resort to any remedy to enforce its rights under the Agreement, except that either party may apply for an injunction or other equitable relief if it believes in good faith that an injunctive or equitable relief is necessary to prevent if from incurring serious and irreparable harm.

32.0 GENERAL

32.1 Supplier shall comply with all applicable state and federal laws and regulations, including, without limitation, the requirements of the Fair Labor Standards Act of 1938 (as amended), and to provide disclosure as to all hazardous substances utilized in the manufacture of the Products and the performance of Services. The foregoing shall not be deemed, however, to create liability on the part of Supplier for intellectual property infringement (other than as provided under Section 15 hereof) or for non-compliance where such non-compliance arose out of Supplier’s conformance with the Specifications or Sycamore instructions or directives.

32.2 The parties are each independent contractors and not joint venturers, partners, agents or representatives of the other. Neither party has any right to create any obligation on the part of the other party. This Agreement shall not prevent Supplier from marketing, acquiring, or developing components, products or services that are similar or competitive to those of Sycamore. Supplier may pursue activities independently with any third party, even if similar to the activities under this Agreement.

THE REMAINER OF THIS PAGE IS INTENTIONALLY BLANK.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

23

32.3 All provisions of this Agreement which by their nature must survive termination in order to achieve the fundamental purposes of this Agreement shall, except as otherwise provided herein, survive the expiration or earlier termination of this Agreement for any reason, including but not limited to the following Sections: Section 9—Cancellation, Section 10—Inventory Management, Section 11—Obsolete or Excess Component Inventory, Section 13—Supplier Warranty, Section 15—Indemnification, Section 16—Payment Terms, Section 17—Intellectual Property, Section 18—Customer Property, Section 19—Quality Assurance, Section 20—Supplier’s Representations and Warranties, Section 21—Hazardous Components/Toxic Substances, Section 23—Exclusions and Limitation of Liability, Section 24—Termination, Section 25—Force Majeure, Section 28—Confidentiality/Non-Disclosure, Section 30—Governing Law, and Section 32—General.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives effective on the date referenced above.

SYCAMORE NETWORKS, INC.	PLEXUS SERVICES CORP.
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

24

EXHIBIT A

VARIANCE AUTHORIZATION FORM

Type of Request	Indicate Y for all that apply
PPV
Min Order Qty
NCNR Authorization
SPF Variance
Required for Production Build:
Required for NPI Build:
Date:
Part #:	SXXX-XXXXX-XX
Product Code (where used):	XXXXXX
Component lead-time
Qty for Approval:
Qty required:
Min. Order Qty:
Current Quoted Price:
SPF Price:
CM STD Price:
CM Purchase Order
Impact $ (PPV or Excess Inv):
Manufacturer Part #:
Supplier:
Reason/Comments:
Buyer Requesting:
Resolution:	SPF confirmed, Change SPF, order min., etc.
Approval Date:
Requestor
Requestor Action:
Date:
Notes:

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

EXHIBIT B

NON-RECURRING SERVICES PRICING

[ * ]

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

26

EXHIBIT C

DISPUTE RESOLUTION FORM

Dispute Resolution Form

Sycamore/Plexus Manufacturing Services Agreement

Issue Resolution Number:	Date:
Requesting Coordinator:	Organization:

Issue

Description:

Impact (If Not

Resolved)

Date Resolution Needed

Attachments (If Any)

Reviewer Review Completion Date

Reviewer Comments:

Reviewer Recommendations:     ( ) Accept    ( ) Reject    ( ) Need More Info.    ( ) Other

Disposition:                                  ( ) Accepted    ( ) Accept Conditionally    ( ) Rejected

Planned Completion Date:

Comments:

Resolved Date

Sycamore Coordinator Signature

Plexus Coordinator Signature

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

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Exhibit D

Sycamore Networks

Operating/Financial Calendar

Fiscal 2003

	August ’03									February ’03
	S	M	T	W	TH	F	S			S	M	T	W	TH	F	S
1					1	2	3	QTR	27	26	27	28	29	30	31	1	QTR
2	4	5	6	7	8	9	10		28	2	3	4	5	6	7	8
3	11	12	13	14	15	16	17		29	9	10	11	12	13	14	15
4	18	19	20	21	22	23	24		30	16	17	18	19	20	21	22
	September ’03									March ’03
	S	M	T	W	TH	F	S			S	M	T	W	TH	F	S
5	25	26	27	28	29	30	31		31	23	24	25	26	27	28	1
6	1	2	3	4	5	6	7		32	2	3	4	5	6	7	8
7	8	9	10	11	12	13	14	1	33	9	10	11	12	13	14	15	3
8	15	16	17	18	19	20	21		34	16	17	18	19	20	21	22
	October ’03									April ’03
	S	M	T	W	TH	F	S			S	M	T	W	TH	F	S
9	22	23	24	25	26	27	28		35	23	24	25	26	27	28	29
10	29	30	1	2	3	4	5		36	30	31	1	2	3	4	5
11	6	7	8	9	10	11	12		37	6	7	8	9	10	11	12
12	13	14	15	16	17	18	19		38	13	14	15	16	17	18	19
13	20	21	22	23	24	25	26		39	20	21	22	23	24	25	26
	November ’03									May ’03
	S	M	T	W	TH	F	S			S	M	T	W	TH	F	S
14	27	28	29	30	31	1	2	QTR	40	27	28	29	30	1	2	3	QTR
15	3	4	5	6	7	8	9		41	4	5	6	7	8	9	10
16	10	11	12	13	14	15	16		42	11	12	13	14	15	16	17
17	17	18	19	20	21	22	23		43	18	19	20	21	22	23	24
	December ’03									June ’03
	S	M	T	W	TH	F	S			S	M	T	W	TH	F	S
18	24	25	26	27	28	29	30		44	25	26	27	28	29	30	31
19	1	2	3	4	5	6	7		45	1	2	3	4	5	6	7
20	8	9	10	11	12	13	14	2	46	8	9	10	11	12	13	14	4
21	15	16	17	18	19	20	21		47	15	16	17	18	19	20	21
	January ’03									July ’03
	S	M	T	W	TH	F	S			S	M	T	W	TH	F	S
22	22	23	24	25	26	27	28		48	22	23	24	25	26	27	28
23	29	30	31	1	2	3	4		49	29	30	1	2	3	4	5
24	5	6	7	8	9	10	11		50	6	7	8	9	10	11	12
25	12	13	14	15	16	17	18		51	13	14	15	16	17	18	19
26	19	20	21	22	23	24	25		52	20	21	22	23	24	25	26
									53	27	28	29	30	31

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

28

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

29

Sycamore Networks

Operating/Financial Calendar

Fiscal 2004

	August ’04									February ’04
	S	M	T	W	TH	F	S			S	M	T	W	TH	F	S
1						1	2	QTR	27	25	26	27	28	29	30	31	QTR
2	3	4	5	6	7	8	9	1	28	1	2	3	4	5	6	7	3
3	10	11	12	13	14	15	16		29	8	9	10	11	12	13	14
4	17	18	19	20	21	22	23		30	15	16	17	18	19	20	21
	September ’04									March ’04
	S	M	T	W	TH	F	S			S	M	T	W	TH	F	S
5	24	25	26	27	28	29	30		31	22	23	24	25	26	27	28
6	31	1	2	3	4	5	6		32	29	1	2	3	4	5	6
7	7	8	9	10	11	12	13		33	7	8	9	10	11	12	13
8	14	15	16	17	18	19	20		34	14	15	16	17	18	19	20
	October ’04									April ’04
	S	M	T	W	TH	F	S			S	M	T	W	TH	F	S
9	21	22	23	24	25	26	27		35	21	22	23	24	25	26	27
10	28	29	30	1	2	3	4		36	28	29	30	31	1	2	3
11	5	6	7	8	9	10	11		37	4	5	6	7	8	9	10
12	12	13	14	15	16	17	18		38	11	12	13	14	15	16	17
13	19	20	21	22	23	24	25		39	18	19	20	21	22	23	24
	November ’04									May ’04
	S	M	T	W	TH	F	S			S	M	T	W	TH	F	S
14	26	27	28	29	30	31	1	QTR	40	25	26	27	28	29	30	1	QTR
15	2	3	4	5	6	7	8	2	41	2	3	4	5	6	7	8	4
16	9	10	11	12	13	14	15		42	9	10	11	12	13	14	15
17	16	17	18	19	20	21	22		43	16	17	18	19	20	21	22
	December ’04									June ‘04
	S	M	T	W	TH	F	S			S	M	T	W	TH	F	S
18	23	24	25	26	27	28	29		44	23	24	25	26	27	28	29
19	30	1	2	3	4	5	6		45	30	31	1	2	3	4	5
20	7	8	9	10	11	12	13		46	6	7	8	9	10	11	12
21	14	15	16	17	18	19	20		47	13	14	15	16	17	18	19
	January ’04									July ’04
	S	M	T	W	TH	F	S			S	M	T	W	TH	F	S
22	21	22	23	24	25	26	27		48	20	21	22	23	24	25	26
23	28	29	30	31	1	2	3		49	27	28	29	30	1	2	3
24	4	5	6	7	8	9	10		50	4	5	6	7	8	9	10
25	11	12	13	14	15	16	17		51	11	12	13	14	15	16	17
26	18	19	20	21	22	23	24		52	18	19	20	21	22	23	24
									53	25	26	27	28	29	30	31

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

30

EXHIBIT E

[ * ]

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

31

Schedule 1

[ * ]

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission.

32

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF SYCAMORE NETWORKS, INC.

Sycamore Networks Asia Inc.

Sycamore Networks Europe Inc.

Sycamore Networks Americas Inc.

Sycamore Securities Corporation

Sirocco Systems, Inc.

Sycamore Networks de Mexico, S.A. de C.V.

Sycamore Networks International BV

Sycamore Networks Japan K.K.

Sycamore Networks Sweden AB

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-45502, 333-90839, 333-51486, 333-52562 and 333-104353) of Sycamore Networks, Inc. of our report dated August 18, 2003, relating to the financial statements which appear in this Form 10-K.

/s/    PRICEWATERHOUSECOOPERS LLP

Boston, Massachusetts

October 21, 2003

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Daniel E. Smith, certify that:

1. I have reviewed this annual report on Form 10-K of Sycamore Networks, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  October 21, 2003

/s/    DANIEL E. SMITH        

Daniel E. Smith

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Frances M. Jewels, certify that:

1. I have reviewed this annual report on Form 10-K of Sycamore Networks, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  October 21, 2003

/s/    FRANCES M. JEWELS        

Frances M. Jewels

Chief Financial Officer, Vice President,

Finance and Administration,

Secretary and Treasurer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Sycamore Networks, Inc. (the “Company”) on Form 10-K for the period ending July 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel E. Smith, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company, as of, and for the periods presented in the Report.

/s/    DANIEL E. SMITH        

Daniel E. Smith

President and Chief Executive Officer

October 21, 2003

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Sycamore Networks, Inc. (the “Company”) on Form 10-K for the period ending July 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frances M. Jewels, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company, as of, and for the periods presented in the Report.

/s/    FRANCES M. JEWELS        

Frances M. Jewels

Chief Financial Officer, Vice President,

Finance and Administration,

Secretary and Treasurer

October 21, 2003