10-K

UNITED STATES
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 December 31, 2003

OR

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act

For the transition period from _______________ to ______________

Commission file number 0-25678

MRV COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
incorporation or organization) 06-1340090
(I.R.S. Employer
identification No.)

20415 Nordhoff Street, Chatsworth, CA 91311
(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code: (818) 773-0900

     Securities registered under Section 12(b) of the Exchange Act:

Title of each class	Name of each exchange on which registered
None	None

     Securities registered under Section 12(g) of the Exchange Act:

Common stock, $0.0017 par value

(Title of class)

     Indicate by check mark, whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 9134 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 a 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 Act). Yes [X] No [   ]

     Aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrant’s most recently completed second fiscal quarter - $199,876,210 (As of June 30, 2003).

     Number of shares of common stock outstanding as of February 15, 2004 – 105,471,625.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

PART I
	ITEM 1. BUSINESS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
	ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9a. CONTROLS AND PROCEDURES
PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
	ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
SIGNATURE
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 23.2
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1

MRV Communications, Inc.

Index to Form 10-K

For the fiscal year ended December 31, 2003

		Page Number
PART I			3
	Item 1. Business		3
	Item 2: Properties		21
	Item 3. Legal Proceedings		21
	Item 4. Submission of Matters to a Vote of Security Holders		22
PART II			23
	Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters		23
	Item 6. Selected Financial Data		24
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
	Item 7a. Quantitative and Qualitative Disclosures About Market Risks		41
	Item 8. Consolidated Financial Statements and Supplementary Data		42
	Item 9. Changes in or Disagreements with Accountants on Accounting and Financial Disclosure		71
	Item 9a. Controls and Procedures		71
PART III			72
	Item 10. Directors and Executive Officers of the Registrant		72
	Item 11. Executive Compensation		75
	Item 12. Security Ownership of Certain Beneficial Owners and Management		79
	Item 13. Certain Relationships and Related Transactions		81
PART IV			81
	Item 14. Principal Accountant Fees and Services		81
	Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K		82
	Signatures		86

          As used in this Report, “we, “us,” “our,” “MRV” or the “Company” refer to MRV Communications, Inc. and its consolidated subsidiaries.

2

PART I

          This Annual Report on Form 10-K for the year ended December 31, 2003, (the “Form 10-K”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historical information or statements of current condition and relate to future events or the future financial performance of the Company. Some forward-looking statements may be identified by use of such terms as “expects,” “anticipates,” “intends,” “estimates,” “believes” and words of similar import. These forward-looking statements relate to plans, objectives and expectations for future operations. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this Form 10-K will in fact transpire or prove to be accurate. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this introduction.

          In light of the risks and uncertainties inherent in all such projected operational matters, the inclusion of forward-looking statements in this Form 10-K should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved or that any of the Company’s operating expectations will be realized. Revenues and results of operations are difficult to forecast and could differ materially from those projected in the forward-looking statements contained in this Form 10-K for the reasons detailed in the “Risk Factors” section of this Form 10-K, beginning on page 9 or elsewhere in this Form 10-K. Readers should not place undue reliance on forward-looking statements, which reflect management’s view only as of the date of this Form 10-K. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission.

ITEM 1. BUSINESS

Overview

          We design, manufacture, sell, distribute, integrate and support network infrastructure equipment and services, and optical components. We conduct our business along three principal segments: the networking group, the optical components group and development stage enterprise group. Our networking group provides equipment used by commercial customers, governments and telecommunications service providers, and include switches, routers, network physical infrastructure equipment and remote device management equipment as well as specialized networking products for defense and aerospace applications. Our optical components group designs, manufactures and sell optical communications components, primarily through our wholly owned subsidiary Luminent, Inc. These components include fiber optic transceivers, discrete lasers and laser emitting diodes, or LEDs, as well as components for Fiber-to-the-Premises, or FTTP, applications. Our development stage enterprise group seeks to develop new optical components, subsystems and networks and other products for the infrastructure of the Internet.

          We market and sell our products worldwide, through a variety of channels, which include a dedicated direct sales force, manufacturers’ representatives, value-added-resellers, distributors and systems integrators. We have operations in Europe that provide network system design, integration and distribution services that include products manufactured by third-party vendors, as well as our products. We believe such specialization enhances access to customers and allows us to penetrate targeted vertical and regional markets.

          We were organized in July 1988 as MRV Technologies, Inc., a California corporation and reincorporated in Delaware in April 1992, at which time we changed our name to MRV Communications, Inc.

3

Industry Background

          Over the past decade, businesses, governments, educational institutions and other organizations have become increasingly reliant on communications networks and software applications as critical strategic assets. With the proliferation of Internet access to consumer households, communications networks have been expanded to deliver new services providing both internal and external connectivity. Productivity gains obtained by investments in network infrastructure have fueled the growth of the global economy, during most of the decade. Increased demands for capacity in network infrastructure resulted in greater bandwidth requirements and increased deployment of optical components and optical networks.

          However, the global economic slowdown of the past several years has negatively impacted demand for communications products and services. Unfavorable economic conditions resulted in reduced capital spending by telecommunications carriers and service providers, enterprise customers, and governments. Depressed financial markets affected capital availability and capital formation, especially in the communications equipment sector. Such conditions have prevailed during 2001, 2002 and 2003 and may continue to prevail during 2004 and thereafter. For information on the impact the global economic slowdown has had on us, please see the our discussion in Item 7, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations – Market Conditions and Current Outlook.” See also the portion of this Form 10-K entitled “Risk Factors”, including but not limited to the risk factor entitled, “Our Business has been Adversely Impacted by the Worldwide Economic Slowdown and Related Uncertainties.”

Products and Services

          We provide integrated, secure network equipment and services to connect data, voice and/or video (both analog and digital), within single buildings, across private networks located in multiple buildings such as college or campus environments (“campus networks”) and in metropolitan areas. At the access point to the network, we provide standard-based products, including Ethernet connectivity over telephone wires. Access speeds (data rates) vary, scaling up to Gigabits-per-second (“Gbps”), and providing security features such as intrusion control and traffic rate control. Our products aggregate network traffic using standard protocols to interconnect high-speed networks. Additional features enable new services such as virtual private networks (“VPN”), permitting remote private network access over the Internet and quality of service (“QoS”), permitting the ability to deliver time-sensitive data, control the bandwidth, set priorities for specific network traffic and provide an appropriate level of security. For campus networks and metropolitan networks, where fiber optic cabling is not available, or cannot easily be deployed, we provide point-to-point connectivity using free-space optics (“FSO”) technology, a line-of-sight technology that uses lasers to provide optical bandwidth connections that can send and receive voice, video, and data information on invisible beams of light. These products can be deployed quickly carrying network traffic from building to building without digging up the street to install fiber optic cabling, or can be used in disaster recovery and back-up applications. We also provide wave division multiplexing (“WDM”) technology, to expand the capacity of existing fiber optic infrastructure by enabling simultaneous transmission of information over multiple wavelengths on the same fiber optic strand. In addition, we provide network management systems that allow users and network administrators to control remote network elements, including network equipment, temperature and alarm sensors and power supply.

          Our offerings fall into several product groups. For revenue breakdown by product group, please see Note 16, “Segment Reporting” included in the “Notes to Financial Statements” appearing elsewhere in this Form 10-K our product groups include:

          Network Physical Infrastructure - Optical Connectivity. Cabling and network transmission equipment constitute the physical infrastructure, which is essential for computer connectivity, telephony systems and video distribution. We provide a broad range of connectivity products for copper-to-fiber media conversion, signal repeating, and fiber-optimization, including WDM systems and FSO. Like fiber optic cable, FSO communications systems use laser and LED light to transmit a digital signal between two transceivers. However, unlike fiber, light is transmitted through the air (free-space) instead of through a glass strand.

4

          We also offer both coarse wave division multiplexing (“CWDM”) and dense wave division multiplexing (“DWDM”) system. CWDM and DWDM use a technology that puts data from different sources together on an optical fiber, with each signal carrier at the same time on its own separate light wavelength. CWDM combines up to 16 wavelengths onto a single fiber. DWDM combines up to 64 wavelengths onto a single fiber. We also provide network access technology for data and voice over standard telephone wire. This includes long range Ethernet, and voice-over-Ethernet products for converged voice and data networks.

          Switches and Routers - Ethernet Connectivity. Switching and routing technologies are essential for computer networking. Switches direct the flow of data traffic between individual computers, servers and other elements on a network and routers direct the flow of data traffic between computer networks. We provide a wide range of switching and routing products that scale from small systems designed for small business applications, to very large, high capacity systems for enterprise and telecommunications carrier applications. In some cases, we also offer switches or routers manufactured by third-party vendors, supplied as part of our network system integration and distribution services.

          Remote Device Management. Our remote presence management products allow network managers to manage, monitor and control, from a central point, the real-time elements such as temperature, humidity, electrical power and the status of other equipment that exist in the network at a remotely located network.

          We also provide a network management system (“NMS”) with comprehensive management and control for our products as well as other vendors’ products. Our NMS combines complete end-to-end network viewing and performance monitoring with network configuration and fault management including automatic detection and monitoring of devices from other vendors.

          Other Networking Products. We provide networking products for defense and aerospace applications. Applying real-time data acquisition technology allows high-speed, packet-by-packet transaction processing for flight test validation and simulation systems. These products provide in-flight parameter recording systems in military and commercial aircrafts. We also provide ground test systems as well as protocol analyzers and network performance-testing equipment. In addition, we provide networking data test equipment and a multi-service computing platform for wireless cellular telephony.

          Services. Our products perform critical networking tasks and are often used in conjunction with network equipment manufactured by other vendors. We believe that pre and post-sales services ensure high-availability, reduce cost of ownership, support business goals and promote customer loyalty. Accordingly, we provide a broad range of service offerings including pre-sale network design, consultation, and site-surveys. We also provide system integration and on-site installation. Post-sales support includes in-warranty as well as out-of-warranty repair and on-site maintenance. Our services include a choice of technical support services including around-the-clock response.

          Optical Components. We design, manufacture and sell optical communications components, such as fiber optic transceivers. Luminent offers a broad line of solutions, including active and passive components, pluggable transceivers for metropolitan and access applications, and fiber-to-the-home (“FTTH”) components. Our offerings in long-wavelength transceivers include a comprehensive set of data rates, power levels, and form factors. Product offerings range from on-board mounted transceivers to small-form-factor-pluggable (“SFP”) transceivers, in both standard and long reach models. Standard network protocols we support include Gigabit Ethernet, SONET/SDH (an acronym for “Synchronous Optical Network/Synchronous Digital Hierarchy”) and Fibre Channel, an interconnection standard designed to connect peripherals, mass storage systems, archiving and imaging systems, and engineering workstations.

          Our FTTH product line offers a number of products for multiplexing cable TV video and bi-directional data over single fibers, providing high quality video with high data throughput. These products include passive combiners, bi-directional transceivers, and Triplexer subsystems. Offerings in CWDM include a full 16-wavelength CWDM system implemented in a number of transceiver and discrete laser form factors. In addition, we provide a full set of passive multiplexers and add/drops components.

5

Sales and Marketing

          We employ various methods, such as public relations, advertising, and trade shows to build awareness of our products as well as establishing our brand name, MRV. We conduct our public relations activities both internally and through relationships with outside agencies. We focus on major public relations activities focused around new product introductions, corporate partnerships and other events of interest to the market. We supplement our public relations through media advertising programs, including electronic media, and attendance at various trade shows throughout the year, both in the United States and internationally.

     Worldwide Sales

          Our worldwide sales and marketing organization, at December 31, 2003, consisted of approximately 350 employees, including sales representatives, technical support and management. We have field sales offices in more than 20 countries and sell our products and services both directly and through channel partners with support from their sales force. Our channel partners include distributors, value-added resellers, and system integrators. We conduct international operations in branch offices located in Argentina, Belgium, China, Denmark, France, Finland, Germany, Israel, Italy, Japan, South Korea, the Netherlands, Norway, Russia, Singapore, Switzerland, Sweden, Taiwan and the United Kingdom. Our international field offices are involved in the sales and distribution of our products and provide system installation, technical support, and follow-up services to end users of our products.

          Additionally, our offices in Denmark, Finland, France, Italy, Norway, Sweden and Switzerland sell and market our products along with other products manufactured by third-party vendors, supplied as part of network system integration and distribution services. These operations provide system design, network integration and post-sales support. These services enhance our ability to penetrate targeted vertical and regional markets. We believe that partnering with successful third-party vendors in certain areas helps to provide growth opportunities beyond the limitations of our product line.

          No single customer accounted for more than 10% of our revenue or accounts receivable as of December 31, 2003 or for any of the three years in the period ended December 31, 2003.

     Markets Served

          We primarily serve the following markets:

          Campus Enterprise Market. We provide connectivity products for inter-building and intra-building networking through our optical and free-space optics connectivity equipment (inter-building) and our Ethernet aggregation equipment (intra-building). We also provide data-center management services, and our remote device management products manage large enterprise data centers.

          Telecommunication Carrier and Service Provider Markets. We provide both optical transport and Ethernet aggregation equipment, including switching and routing to telecommunication carriers and service providers, such as cable-TV multi-service operators.

          Vertical and Regional Markets. For certain products, we focus on vertical and regional markets, including health care, financial, defense, aerospace and educational markets. We provide products and services with capabilities that address the specific needs of these markets.

          Optical Components. Our optical components are designed for use by original equipment manufacturers (“OEMs”) or end-users that use our components for optical interfaces on communications equipment. Markets served by these systems vendors include multiple building private networks, or campus networks, as well as metropolitan and access markets including the FTTH market. We also sell components to other optical components vendors.

Competition

          The communications equipment and optical component industries are intensely competitive. We compete directly with a number of established and emerging networking and optical components companies.

6

          Direct competitors in network physical infrastructure products, switches and routers generally include Adva, Alcatel, Allied Telesyn, Ciena, Cisco Systems, Dell, Enterasys, Extreme Networks, Foundry Networks, Lucent Technologies, Nortel Networks and Riverstone. Our competitors in fiber optic components include Agilent Technologies, Avanex, Inc., Bookham Technology, Finisar Corporation, Fujitsu, Infineon AG, JDS Uniphase Corp., Optical Communication Products, Inc., Sumitomo, TriQuint Semiconductor, Inc. and Tyco International, Ltd. Many of our competitors have significantly greater financial, technical, marketing, distribution and other resources and larger installed customer bases than we do. Several of these competitors have recently introduced or announced their intentions to introduce new competitive products. Many of the larger companies with which we compete, offer customers a broader product line, which provides a more comprehensive networking solution than we provide. Accordingly, in certain regional markets we have partnered with other vendors in a effort to enhance our overall capability in providing products and services.

          The principal competitive factors in the markets in which we compete include:

-  Product performance, features, quality and price;

-  A comprehensive range of complementary products and services;

-  Customer service and technical support;

-  Lead and delivery times;

-  Timeliness of new products introductions;

-  Global presence, including distribution network;

-  Conformance to standards; and

-  Brand name.

          Recent consolidation is likely to permit our various competitors to devote significantly greater resources to the development and marketing of new competitive products and the marketing of existing competitive products to their larger installed customer bases. We expect that competition will increase substantially as a result of these and other industry consolidations and alliances, as well as the emergence of new competitors.

Product Development and Engineering

          We believe that in order to maintain our technological competitiveness and to better serve our customers, we must enhance our existing products and continue to develop new products. Accordingly, we focus a significant amount of resources on product development and engineering. During 2002, for strategic reasons, including efficiency and increased focus on revenue-generating products, we consolidated product development and engineering efforts from some affiliated startup companies into our operating product divisions. We believe these changes are an important part of the process of responding to the current economic conditions and sharpening our focus on providing solutions for customers.

          Our product development and engineering expenses were $31.0 million, $49.4 million and $94.8 million for the years ended December 31, 2003, 2002 and 2001, respectively. Details regarding product development and engineering expenses by segments follow.

          Networking Group. Product development and engineering expenses from our networking group were $18.4 million, $21.0 million and $45.0 million for the years ended December 31, 2003, 2002 and 2001, respectively. These expenses include income from recapturing accelerated deferred stock expense due to terminations that amounted to $488,000 for the year ended December 31, 2003, while the two years ended December 31, 2002 includes deferred stock expense that amounted to $2.1 million and $9.7 million, respectively.

7

          Optical Components Group. Product development and engineering expenses from our optical components group were $6.9 million, $10.5 million and $18.4 million for the years ended December 31, 2003, 2002 and 2001, respectively. These expenses include income from recapturing accelerated deferred stock expense due to terminations that amounted to $1.6 million for the year ended December 31, 2002, while the year ended December 31, 2001 includes deferred stock expense that amounted to $4.3 million.

          Development Stage Enterprise Group. Product development and engineering expenses from our development stage enterprise group were $5.7 million, $17.8 million and $31.4 million for the years ended December 31, 2003, 2002 and 2001, respectively.

Manufacturing

          We outsource our board-level assembly and on some occasions, complete turnkey production to independent contract manufacturers for our networking products, which include our switches and routers, remote device management products and networking physical infrastructure equipment. Outsourcing, we believe, allows us to react more quickly to market demand, avoid the significant capital investment required to establish automated manufacturing and assembly facilities and concentrate resources on product design and development. Our in-house manufacturing operations primarily perform the functions of materials management, and, in an effort to ensure quality and reliability, quality assurance, equipment burn-in (testing new equipment by turning the power on), as well as inspection and final testing. Our manufacturing processes and procedures are generally ISO 9000 certified and so are those of our vendors.

          Our optical components are designed and manufactured in our ISO 9000 certified manufacturing and production facilities in California and Taiwan. We benefit from our in-house vertically integrated opto-electronic fabrication capabilities, which allows us to provide low cost, highly reliable products, and to better respond to customer requirements. Our optical transmission production process involves:

-  Wafer processing for semiconductor laser diode and LED chip manufacturing under stringent quality procedures using advanced wafer fabrication technology;

-  High precision electronic and mechanical assembly; and

-  Final assembly and testing.

          Typical assembly processes include die attach, wire bond, substrate attachment and fiber coupling. We also conduct tests at various stages of the manufacturing process using commercially available and internally built testing systems that incorporate proprietary procedures. We perform final product tests virtually on all of our products prior to shipment to customers. Many of the key processes used in Luminent’s products are proprietary; and, therefore, many of the key components of its products are designed and produced internally.

     Components

          We utilize a wide variety of components, supplies and products from a substantial number of vendors around the world. Certain of our products rely on a single or limited number of suppliers, although we to locate alternative sources if the need arises. The failure of delivery by our vendors in a timely manner of critical components could adversely affect our business. For a discussion of the risks associated with suppliers, please see the portion of this Form 10-K entitled “Risk Factors,” including but not limited to the risk factor entitled, “We May Lose Sales if Suppliers of Critical Components and Products Fail to Meet Our Needs.”

Intellectual Property

          To date, we have relied principally on a combination of patents, copyrights and trade secrets to protect proprietary technology. Generally, we enter into confidentiality agreements with our employees and key suppliers and otherwise seek to limit access to and distribution of the source code to software and other proprietary information. These steps may not be adequate to prevent misappropriation of our technologies or a third party may independently develop technology similar or superior to any of our possesses.

8

Development Stage Enterprises

          We hold majority interests in Charlotte’s Networks, All Optical Networks, and Optical Crossing as well as minority investments in Dune Networks, Hyperchannel, PhoneDo Networks and RedC Optical Networks. As of December 2003, the majority of our expenses for development stage enterprises were incurred in Charlotte’s Networks.

Employees

          As of December 31, 2003, we employed a total of approximately 1,250 full-time employees compared with approximately 1,400 at December 31, 2002. Of these 1,250 employees, approximately 600 are in manufacturing, 200 in product development and engineering and 450 in sales, marketing and general administration. Approximately 850 employees are in locations outside the United States. None of our employees are represented by a union or governed by a collective bargaining agreement, and we believe our employee relationships are satisfactory. We also believe that our long-term success depends in part on our continued ability to recruit and retain qualified personnel. To date, we believe that we have been successful in recruiting qualified employees, but there is no assurance that it will continue to be successful in the future. The risks associated with dependence on qualified personnel are more fully discussed in the “Risk Factors” section contained in Item 1 of this Form 10-K.

Certain Risk Factors That Could Affect Future Results

You should carefully consider and evaluate all of the information in this Form 10-K, including the risk factors listed below. The risks described below are not the only ones facing our company. Additional risk not now known to us or that we currently deem immaterial may also impair our business operations.

If any of these risks actually occur, our business could be materially harmed. If our business is harmed, the trading price of our common stock could decline.

This Form 10-K also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this Form 10-K. We undertake no duty to update any of the forward-looking statements after the date of this Form 10-K.

Our Business Has Been Adversely Impacted By The Worldwide Economic Slowdown And Related Uncertainties.

          Weaker economic conditions worldwide, particularly in the U.S. and Europe, have contributed to the current technology industry slowdown and impacted our business resulting in:

-  reduced demand for our products, particularly fiber optic components;

-  increased risk of excess and obsolete inventories;

-  increased price competition for our products;

-  excess manufacturing capacity under current market conditions; and

-  higher overhead costs, as a percentage of revenues.

9

These unfavorable economic conditions and reduced capital spending in the telecommunications industry detrimentally affected sales to service providers, network equipment companies, e-commerce and Internet businesses, and the manufacturing industry in the United States, during 2001, 2002, 2003 and may affect them for 2004 and thereafter. Announcements by industry participants and observers indicate there is a continuing slowdown in industry spending and participants are seeking to reduce existing inventories and we are experiencing these reductions in our business. As a result of these factors, our revenues have declined and we reported net losses of $27.0 million, $479.8 million and $326.4 million for the years ended December 31, 2003, 2002 and 2001, respectively. Our business may continue to suffer from adverse economic conditions worldwide and our net losses during these periods. Our operating results for future periods are subject to numerous uncertainties, and we may not be able to achieve and maintain profitability. Recent geopolitical and social turmoil in many parts of the world, including actual incidents and potential future acts of terrorism and war, may continue to put pressure on global economic conditions. These geopolitical and social conditions, together with the resulting economic uncertainties, make it extremely difficult for our customers, our vendors and us to accurately forecast and plan future business activities. In particular, it is difficult to develop and implement strategy, sustainable business models and efficient operations, and effectively manage manufacturing and supply chain relationships. If the economic or market conditions continue to languish or further deteriorate, or if the economic downturn is exacerbated as a result of political, economic or military conditions associated with current domestic and world events, our businesses, financial condition and results of operations could be further impaired.

Some Of Our Customers May Not Have The Resources To Pay For Our Products As A Result Of The Current Economic Environment

          With the current economic slowdown, some of our customers are forecasting that their revenue for the foreseeable future will generally be lower than originally anticipated. Some of these customers are experiencing, or are likely to experience, serious cash flow problems and, as a result, find it increasingly difficult to obtain financing, if at all. If some of these customers are not successful in generating sufficient revenue or securing alternate financing arrangements, they may not be able to pay, or may delay payment for, the amounts that they owe us. Furthermore, they may not order as many products from us as originally forecast, or cancel orders with us entirely. The inability of some of our potential customers to pay us for our products may adversely affect our cash flow, the timing of our revenue recognition and the amount of revenue, which may cause our stock price to decline.

Our Markets Are Subject To Rapid Technological Change, And To Compete Effectively, We Must Continually Introduce New Products That Achieve Market Acceptance.

          The markets for our products are characterized by rapid technological change, frequent new product introductions, changes in customer requirements and evolving industry standards. We expect that new technologies will emerge as competition and the need for higher and more cost effective transmission capacity, or bandwidth, increases. Our future performance will depend on the successful development, introduction and market acceptance of new and enhanced products that address these changes as well as current and potential customer requirements. The introduction of new and enhanced products may cause our customers to defer or cancel orders for existing products. We have in the past experienced delays in product development and these delays may occur in the future. Therefore, to the extent customers defer or cancel orders in the expectation of a new product release or there is any delay in development or introduction of our new products or enhancements of our products, our operating results would suffer. We also may not be able to develop the underlying core technologies necessary to create new products and enhancements, or to license these technologies from third parties. Product development delays may result from numerous factors, including:

-  changing product specifications and customer requirements;

-  difficulties in hiring and retaining necessary technical personnel;

-  difficulties in reallocating engineering resources and overcoming resource limitations;

-  difficulties with contract manufacturers;

-  changing market or competitive product requirements; and

10

-  unanticipated engineering complexities.

          The development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation and highly skilled engineering and development personnel, as well as the accurate anticipation of technological and market trends. In order to compete, we must be able to deliver products to customers that are highly reliable, operate with its existing equipment, lower the customer’s costs of acquisition, installation and maintenance, and provide an overall cost-effective solution. We may not be able to identify, develop, manufacture, market or support new or enhanced products successfully, if at all, or on a timely basis. Further, our new products may not gain market acceptance or we may not be able to respond effectively to product announcements by competitors, technological changes or emerging industry standards. Our failure to respond effectively to technological changes would significantly harm our business.

Defects In Our Products Resulting From Their Complexity Or Otherwise Could Hurt Our Financial Performance.

          Complex products, such as those we offer, may contain undetected software or hardware errors when we first introduce them or when we release new versions. The occurrence of these errors in the future, and our inability to correct these errors quickly or at all, could result in the delay or loss of market acceptance of our products. It could also result in material warranty expense, diversion of engineering and other resources from our product development efforts and the loss of credibility with, and legal actions by, our customers, system integrators and end users. Any of these or other eventualities resulting from defects in our products could cause our sales to decline and have a material adverse effect on our business, operating results and financial condition.

Our Operating Results Could Fluctuate Significantly From Quarter To Quarter.

          Our operating results for a particular quarter are extremely difficult to predict. Our revenue and operating results could fluctuate substantially from quarter to quarter and from year to year. This could result from any one or a combination of factors such as:

-  the cancellation or postponement of orders;

-  the timing and amount of significant orders from our largest customers;

-  our success in developing, introducing and shipping product enhancements and new products;

-  the mix of products we sell;

-  software, hardware or other errors in the products we sell requiring replacements or increased warranty reserves;

-  adverse effects to our financial statements resulting from, or necessitated by, past and future acquisitions or deferred stock expense;

-  our periodic reviews of goodwill and other intangibles that lead to impairment charges;

-  new product introductions by our competitors;

-  pricing actions by our competitors or us;

-  the timing of delivery and availability of components from suppliers;

-  political stability in the areas of the world we operate in;

-  changes in material costs;

-  currency fluctuations; and

-  general economic conditions.

11

          Moreover, the volume and timing of orders we receive during a quarter are difficult to forecast. From time to time, our customers encounter uncertain and changing demand for their products. Customers generally order based on their forecasts. If demand falls below these forecasts or if customers do not control inventories effectively, they may cancel or reschedule shipments previously ordered from us. Our expense levels during any particular period are based, in part, on expectations of future sales. If sales in a particular quarter do not meet expectations, our operating results could be materially adversely affected.

          Our success is dependent, in part, on the overall growth rate of the fiber optic components and networking industry. The Internet or the industries that serve it may not continue to grow and even if it does, we may not achieve increased growth. Our business, operating results or financial condition may be adversely affected by any decreases in industry growth rates. In addition, we can give no assurance that our results in any particular period will fall within the ranges for growth forecast by market researchers.

          Because of these and other factors, you should not rely on quarter-to-quarter comparisons of our results of operations as an indication of our future performance. It is possible that, in future periods, our results of operations may be below the expectations of public market analysts and investors. This failure to meet expectations could cause the trading price of our common stock to decline. Similarly, the failure by our competitors or customers to meet or exceed the results expected by their analysts or investors could have a ripple effect on us and cause our stock price to decline.

Cost Containment And Expense Reductions Are Critical To Achieving Positive Cash Flow From Operations And Profitability

          We are continuing efforts to reduce our expense structure. We believe strict cost containment and expense reductions are essential to achieving positive cash flow from operations in future quarters and returning to profitability, especially since the outlook for future quarters is subject to numerous challenges. Additional measures to contain costs and reduce expenses may be undertaken if revenues and market conditions do not improve. A number of factors could preclude us from successfully bringing costs and expenses in line with our revenues, such as our inability to accurately forecast business activities and further deterioration of our revenues. If we are not able to effectively reduce our costs and achieve an expense structure commensurate with our business activities and revenues, we may have inadequate levels of cash for operations or for capital requirements, which could significantly harm our ability to operate the business.

The Long Sales Cycles For Our Products May Cause Revenues And Operating Results To Vary From Quarter To Quarter, Which Could Cause Volatility In Our Stock Price.

          The timing of our revenue is difficult to predict because of the length and variability of the sales and implementation cycles for our products. We do not recognize revenue until a product has been shipped to a customer, all significant vendor obligations have been performed and collection is considered probable. Customers often view the purchase of our products as a significant and strategic decision. As a result, customers typically expend significant effort in evaluating, testing and qualifying our products and our manufacturing process. This customer evaluation and qualification process frequently results in a lengthy initial sales cycle of, depending on the products, many months or more. In addition, some of our customers require that our products be subjected to lifetime and reliability testing, which also can take months or more. While our customers are evaluating our products and before they place an order with us, we may incur substantial sales and marketing and research and development expenses to customize our products to the customer’s needs. We may also expend significant management efforts, increase manufacturing capacity and order long lead-time components or materials prior to receiving an order. Even after this evaluation process, a potential customer may not purchase our products. Even after acceptance of orders, our customers often change the scheduled delivery dates of their orders. Because of the evolving nature of the optical networking and network infrastructure markets, we cannot predict the length of these sales, development or delivery cycles. As a result, these long sales cycles may cause our net sales and operating results to vary significantly and unexpectedly from quarter-to-quarter, which could cause volatility in our stock price.

12

We Face Risks In Reselling The Products Of Other Companies.

          We distribute products manufactured by other companies. To the extent we succeed in reselling the products of these companies, or products of other vendors with which we may enter into similar arrangements, we may be required by customers to assume warranty and service obligations. While these suppliers have agreed to support us with respect to those obligations, if they should be unable, for any reason, to provide the required support, we may have to expend our own resources on doing so. This risk is amplified by the fact that the equipment has been designed and manufactured by others, and is thus subject to warranty claims whose magnitude we are currently unable to fully evaluate.

The Price Of Our Shares May Continue To Be Highly Volatile.

          Historically, the market price of our shares has been extremely volatile. The market price of our common stock is likely to continue to be highly volatile and could be significantly affected by factors such as:

-  actual or anticipated fluctuations in our operating results;

-  announcements of technological innovations or new product introductions by us or our competitors;

-  changes of estimates of our future operating results by securities analysts;

-  developments with respect to patents, copyrights or proprietary rights; and

-  general market conditions and other factors.

          In addition, the stock market has experienced extreme price and volume fluctuations that have particularly affected the market prices for shares of the common stocks of technology companies in particular, and that have been unrelated to the operating performance of these companies. These factors, as well as general economic and political conditions, may materially adversely affect the market price of our common stock in the future. Similarly, the failure by our competitors or customers to meet or exceed the results expected by their analysts or investors could have a ripple effect on us and cause our stock price to decline. Additionally, volatility or a lack of positive performance in our stock price may adversely affect our ability to retain key employees, all of whom have been granted stock options.

Our 2003 Notes Provide For Various Events Of Default That Would Entitle The Holders To Require Us To Immediately Repay The Outstanding Principal Amount, Plus Accrued And Unpaid Interest, In Cash.

          On June 4, 2003, we completed the sale of $23 million principal amount of 2003 Notes to Deutsche Bank AG, London Branch in a private placement pursuant to Regulation D under the Securities Act of 1933. We will be considered in default of the 2003 Notes if any of the following events, among others, occurs:

-  our default in payment of any principal amount of, interest on or other amount due under the 2003 Notes when and as due;

-  the effectiveness of the registration statement, which registered for resale the shares of our common stock issuable upon conversion of the 2003 Notes, lapses for any reason or is unavailable to the holder of the 2003 Notes for resale of all of the shares issuable upon conversion, other than during allowable grace periods, for a period of five consecutive trading days or for more than an aggregate of 10 trading days in any 365-day period;

-  the suspension from trading or failure of our common stock to be listed on the Nasdaq Stock Market for a period of five (5) consecutive trading days or for more than an aggregate of ten (10) trading days in any 365-day period;

-  we or our transfer agent notify any holder of our intention not to issue shares of our common stock to the holder upon receipt of any conversion notice delivered in respect of a Note by the holder;

13

-  we fail to deliver shares of our common stock to the holder within 12 business days of the conversion date specified in any conversion notice delivered in respect of a Note by the holder;

-  we breach any material representation, warranty, covenant or other term or condition of the 2003 Notes or the Securities Purchase Agreement, or the Registration Rights Agreement relating to 2003 Notes and the breach, if curable, is not cured by us within 10 days;

-  failure by us for 10 days after notice to comply with any other provision of the 2003 Notes in all material respects, which include abiding by our covenants not to

o incur any form of unsecured indebtedness in excess of $17 million, plus obligations arising from the sale of receivables with recourse through our foreign offices, in the ordinary course of business and consistent with past practices;

o  repurchase our common stock for an aggregate amount in excess of $5,000,000; pursuant to a stock purchase program that was approved by our Board of Directors and publicly announced on June 13, 2002; or

o  declare or pay any dividend on any of our capital stock, other than dividends of common stock with respect to our common stock;

-  we breach provisions of the 2003 Notes prohibiting us from either issuing

o  our common stock or securities that are convertible into or exchangeable or exercisable for shares of our common at a per share price less than the conversion price per share of the 2003 Notes then in effect, except in certain limited cases; or

o  securities that are convertible into or exchangeable or exercisable for shares of our common stock at a price that varies or may vary with the market price of our common stock;

-  we breach any of our obligations under any other debt or credit agreements involving an amount exceeding $3,000,000; or

-  we become bankrupt or insolvent.

          If an event of default occurs, any holder of the 2003 Notes can elect to require us to pay the outstanding principal amount, together with all accrued and unpaid interest.

          Some of the events of default include matters over which we may have some, little or no control. If a default occurs and we do not pay the amounts payable under the 2003 Notes in cash (including any interest on such amounts and any applicable default interest under the 2003 Notes), the holders of the 2003 Notes may protect and enforce their rights or remedies either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained in the 2003 Notes. Any default under the 2003 Notes could have a material adverse effect on our business, operating results and financial condition or on the market price of our common stock.

14

In The Event Of A Change Of Control, Holders Of The 2003 Notes Have The Option To Require Immediately Repayment Of The 2003 Notes At A Premium And This Right Could Prevent A Takeover Otherwise Favored By Stockholders.

          In the event of our “Change of Control,” which essentially means someone acquiring or merging with us, each holder of 2003 Notes has the right to require us to redeem the 2003 Notes in whole or in part at a redemption price of 105% of the principal amount of the 2003 Notes, plus accrued and unpaid interest or if the amount is greater, an amount equal to the number of shares issuable upon conversion of the 2003 Notes based on the conversion price at the date the holder gives us notice of redemption, multiplied by the average of the weighted average prices of our common stock during the five days immediately proceeding that date. If a Change of Control were to occur, we might not have the financial resources or be able to arrange financing on acceptable terms to pay the redemption price for all the 2003 Notes as to which the purchase right is exercised. Further, the existence of this right in favor of the holders may discourage or prevent someone from acquiring or merging with us.

Sales Of Substantial Amounts Of Our Shares By Selling Stockholders Could Cause The Market Price Of Our Shares To Decline.

          Selling stockholders are offering for resale under an effective registration statement up to 9,913,914 shares of our common stock issuable upon conversion of the 2003 Notes. This represents approximately 9.4% of the outstanding shares of our common stock on February 15, 2004 (or 8.6% of the outstanding shares of our common stock on that date if pro forma effect were given to the full conversion of the 2003 Notes). Sales of substantial amounts of these shares at any one time or from time to time, or even the availability of these shares for sale, could adversely affect the market price of our shares.

Our Business Is Intensely Competitive And The Evident Trend Of Consolidations In Our Industry Could Make It More So.

          The markets for fiber optic components and networking products are intensely competitive and subject to frequent product introductions with improved price/performance characteristics, rapid technological change and the continual emergence of new industry standards. We compete and will compete with numerous types of companies including companies that have been established for many years and have considerably greater financial, marketing, technical, human and other resources, as well as greater name recognition and a larger installed customer base, than we do. This may give these competitors certain advantages, including the ability to negotiate lower prices on raw materials and components than those available to us. In addition, many of our large competitors offer customers broader product lines, which provide more comprehensive solutions than our current offerings. We expect that other companies will also enter markets in which we compete. Increased competition could result in significant price competition, reduced profit margins or loss of market share. We can give no assurance that we will be able to compete successfully with existing or future competitors or that the competitive pressures we face will not materially and adversely affect our business, operating results and financial condition. In particular, we expect that prices on many of our products will continue to decrease in the future and that the pace and magnitude of these price decreases may have an adverse impact on our results of operations or financial condition.

          There has been a trend toward industry consolidation for several years. We expect this trend toward industry consolidation to continue as companies attempt to strengthen or hold their market positions in an evolving industry. We believe that industry consolidation may provide stronger competitors that are better able to compete. This could have a material adverse effect on our business, operating results and financial condition.

Economic Conditions May Require Us To Reduce The Size Of Our Business Further.

          In 2002, and to a lesser extent 2003, we undertook significant reductions in force, some of which were accompanied by dispositions of assets, as part of our effort to reduce the size of our operations to better match the reduced sales of our products and services. Weakness in the global economy generally and the fiber optics and telecommunications equipment markets in particular continue to affect our business substantially. We may be required to undertake further reductions in force. Any such steps would likely result in significant charges from write-downs or write-offs of assets, costs of lease terminations, and expenses resulting from the termination of personnel.

15

We Face Risks From Our International Operations.

          International sales have become an increasingly important part of our operations. The following table sets forth the percentage of our total revenues from sales to customers in foreign countries for the years ended December 31, 2003, 2002 and 2001,:

	2003			2002			2001
Percentage of total revenue from foreign sales		78	%		74	%		67	%

          We have offices in, and conduct a significant portion of our operations in and from Israel. Similarly, some of our development stage enterprises are located in Israel. We are, therefore, directly influenced by the political and economic conditions affecting Israel. Any major hostilities involving Israel, the interruption or curtailment of trade between Israel and its trading partners or a substantial downturn in the economic or financial condition of Israel could have a material adverse effect on our operations. Luminent has a minority interest in a large manufacturing facility in the People’s Republic of China in which it manufactures passive fiber optic components and both Luminent and we make sales of our products in the People’s Republic of China. The political tension between Taiwan and the People’s Republic of China that continues to exist, could eventually lead to hostilities. Risks we face due to international sales and the use of overseas manufacturing include:

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

-  the impact of recessions in economies outside the United States;

-  unexpected changes in regulatory requirements;

-  seasonal reductions in business activities in some parts of the world, such as during the summer months in Europe or in the winter months in Asia when the Chinese New Year is celebrated;

-  difficulties in managing operations across disparate geographic areas;

-  difficulties associated with enforcing agreements through foreign legal systems;

-  the payment of operating expenses in local currencies, which exposes us to risks of currency fluctuations;

-  higher credit risks requiring cash in advance or letters of credit;

-  potentially adverse tax consequences;

-  unanticipated cost increases;

-  unavailability or late delivery of equipment;

-  trade restrictions;

-  limited protection of intellectual property rights;

-  unforeseen environmental or engineering problems; and

-  personnel recruitment delays.

          The majority of our sales are currently denominated in U.S. dollars and to date our business has not been significantly affected by currency fluctuations or inflation. However, as we conduct business in several different countries, fluctuations in currency exchange rates could cause our products to become relatively more expensive in particular countries, leading to a reduction in sales in that country. In addition, inflation or fluctuations in currency exchange rates in these countries could increase our expenses.

16

          To date, we have not hedged against currency exchange risks. In the future, we may engage in foreign currency denominated sales or pay material amounts of expenses in foreign currencies and, in that event, may experience gains and losses due to currency fluctuations. Our operating results could be adversely affected by currency fluctuations or as a result of inflation in particular countries where material expenses are incurred.

We Depend On Third-Party Contract Manufacturers And Therefore Could Face Delays Harming Our Sales.

          We outsource the board-level assembly, test and quality control of material, components, subassemblies and systems relating to our networking products to third-party contract manufacturers. Though there are a large number of contract manufacturers that we can use for outsourcing, we have elected to use a limited number of vendors for a significant portion of our board assembly requirements in order to foster consistency in quality of the products and to achieve economies of scale. These independent third-party manufacturers also provide the same services to other companies. Risks associated with the use of independent manufacturers include unavailability of or delays in obtaining adequate supplies of products and reduced control of manufacturing quality and production costs. If our contract manufacturers failed to deliver needed components timely, we could face difficulty in obtaining adequate supplies of products from other sources in the near term. Our third party manufacturers may not provide us with adequate supplies of quality products on a timely basis, or at all. While we could outsource with other vendors, a change in vendors may require significant lead-time and may result in shipment delays and expenses. Our inability to obtain these products on a timely basis, the loss of a vendor or a change in the terms and conditions of the outsourcing would have a material adverse effect on our business, operating results and financial condition.

We May Lose Sales If Suppliers Of Other Critical Components Fail To Meet Our Needs.

          Our companies currently purchase several key components used in the manufacture of our products from single or limited sources. We depend on these sources to meet our needs. Moreover, we depend on the quality of the products supplied to us over which we have limited control. We have encountered shortages and delays in obtaining components in the past and expect to encounter shortages and delays in the future. If we cannot supply products due to a lack of components, or are unable to redesign products with other components in a timely manner, our business will be significantly harmed. We have no long-term or short-term contracts for any of our components. As a result, a supplier can discontinue supplying components to us without penalty. If a supplier discontinued supplying a component, our business may be harmed by the resulting product manufacturing and delivery delays.

Our Inability To Achieve Adequate Production Yields For Certain Components We Manufacture Internally Could Result In A Loss Of Sales And Customers.

          We rely heavily on our own production capability for critical semiconductor lasers and light emitting diodes used in our products. Because we manufacture these and other key components at our own facilities and these components are not readily available from other sources, any interruption of our manufacturing processes could have a material adverse effect on our operations. Furthermore, we have a limited number of employees dedicated to the operation and maintenance of our wafer fabrication equipment, the loss of any of whom could result in our inability to effectively operate and service this equipment. Wafer fabrication is sensitive to many factors, including variations and impurities in the raw materials, the fabrication process, performance of the manufacturing equipment, defects in the masks used to print circuits on the wafer and the level of contaminants in the manufacturing environment. We may not be able to maintain acceptable production yields or avoid product shipment delays. In the event adequate production yields are not achieved, resulting in product shipment delays, our business, operating results and financial condition could be materially adversely affected.

The Reduced Role Of Acquisitions In Our Current Business Strategy May Negatively Impact Our Growth.

          Acquisitions were a major part of strategy in the past. However, commensurate with the downturn in the technology sector, we have not made any acquisitions since 2000. The networking business is highly competitive, and while we continue to evaluate possible acquisitions, our decision not to complete any such transactions in the recent past could hamper our ability to enhance existing products and introduce new products on a timely basis.

17

If We Fail To Adequately Protect Our Intellectual Property, We May Not Be Able To Compete.

          We rely on a combination of trade secret laws and restrictions on disclosure and patents, copyrights and trademarks to protect our intellectual property rights. We cannot assure you that our pending patent applications will be approved, that any patents that may be issued will protect our intellectual property or that third parties will not challenge any issued patents. Other parties may independently develop similar or competing technology or design around any patents that may be issued to us. We cannot be certain that the steps we have taken will prevent the misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. Any of this kind of litigation, regardless of outcome, could be expensive and time consuming, and adverse determinations in any of this kind of litigation could seriously harm our business.

We Could In The Future Become Subject To Litigation Regarding Intellectual Property Rights, Which Could Be Costly And Subject Us To Significant Liability.

          From time to time, third parties, including our competitors, may assert patent, copyright and other intellectual property rights to technologies that are important to us. Over the years, we have received notices from third parties alleging possible infringement of patents with respect to certain features of our products or our manufacturing processes and in connection with these notices have been involved in discussions with the claimants, including IBM, Lucent, Ortel, Nortel, Rockwell, the Lemelson Foundation and Finisar. Aggregate revenues potentially subject to the foregoing claims amounted to approximately 18%, 20% and 28% of our revenues for the years ended December 31, 2003, 2002 and 2001, respectively. These or other companies may pursue litigation with respect to these or other claims. The results of any litigation are inherently uncertain. In the event of an adverse result in any litigation with respect to intellectual property rights relevant to our products that could arise in the future, we could be required to obtain licenses to the infringing technology, to pay substantial damages under applicable law, to cease the manufacture, use and sale of infringing products or to expend significant resources to develop non-infringing technology. Licenses may not be available from third parties either on commercially reasonable terms or at all. In addition, litigation frequently involves substantial expenditures and can require significant management attention, even if we ultimately prevail. Accordingly, any infringement claim or litigation against us could significantly harm our business, operating results and financial condition.

In The Future, We May Initiate Claims Or Litigation Against Third Parties For Infringement Of Our Proprietary Rights To Protect These Rights Or To Determine The Scope And Validity Of Our Proprietary Rights Or The Proprietary Rights Of Competitors. These Claims Could Result In Costly Litigation And The Diversion Of Our Technical And Management Personnel.

          Necessary licenses of third-party technology may not be available to us or may be very expensive, which could adversely affect our ability to manufacture and sell our products. From time to time we may be required to license technology from third parties to develop new products or product enhancements. We cannot assure you 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 product enhancements could require us to obtain substitute technology of lower quality or performance standards or at greater cost, either of which could seriously harm our ability to manufacture and sell our products.

We Are Dependent On Certain Members Of Our Senior Management.

          We are substantially dependent upon Dr. Shlomo Margalit, our Chairman of the Board of Directors and Chief Technical Officer, and Mr. Noam Lotan, our President and Chief Executive Officer. The loss of the services of either of these officers could have a material adverse effect on us. We have entered into employment agreements with Dr. Margalit and Mr. Lotan and are the beneficiary of key man life insurance policies in the amounts of $1.0 million each on their lives. However, we can give no assurance that the proceeds from these policies will be sufficient to compensate us in the event of the death of either of these individuals, and the policies are not applicable in the event that either of them becomes disabled or is otherwise unable to render services to us.

18

Our Business Requires Us To Attract And Retain Qualified Personnel.

          Our ability to develop, manufacture and market our products, run our operations and our ability to compete with our current and future competitors depends, and will depend, in large part, on our ability to attract and retain qualified personnel. Competition for executives and qualified personnel in the networking and fiber optics industries is intense, and we will be required to compete for those personnel with companies having substantially greater financial and other resources than we do. To attract executives, we have had to enter into compensation arrangements, which have resulted in substantial deferred stock expense and adversely affected our results of operations. We may enter into similar arrangements in the future to attract qualified executives. If we should be unable to attract and retain qualified personnel, our business could be materially adversely affected.

Environmental Regulations Applicable To Our Manufacturing Operations Could Limit Our Ability To Expand Or Subject Us To Substantial Costs.

          We are subject to a variety of environmental regulations relating to the use, storage, discharge and disposal of hazardous chemicals used during our manufacturing processes. Further, we are subject to other safety, labeling and training regulations as required by local, state and federal law. Any failure by us to comply with present and future regulations could subject us to future liabilities or the suspension of production. In addition, these kinds of regulations could restrict our ability to expand our facilities or could require us to acquire costly equipment or to incur other significant expenses to comply with environmental regulations. We cannot assure you that these legal requirements will not impose on us the need for additional capital expenditures or other requirements. If we fail to obtain required permits or otherwise fail to operate within these or future legal requirements, we may be required to pay substantial penalties, suspend our operations or make costly changes to our manufacturing processes or facilities.

Our Headquarters Are Located In Southern California, And Certain Of Our Manufacturing Facilities Are Located In Southern California And Taiwan, Where Disasters May Occur That Could Disrupt Our Operations And Harm Our Business

          Our corporate headquarters are located in the San Fernando Valley of Southern California and some of our manufacturing facilities are located in Southern California and Taiwan. Historically, these regions has been vulnerable to natural disasters and other risks, such as earthquakes, fires and floods, which at times have disrupted the local economies and posed physical risks to our property.

          In addition, terrorist acts or acts of war targeted at the United States, and specifically Southern California, could cause damage or disruption to us, our employees, facilities, partners, suppliers, distributors and resellers, and customers, which could have a material adverse effect on our operations and financial results.

If We Fail To Accurately Forecast Component And Material Requirements For Our Manufacturing Facilities, We Could Incur Additional Costs Or Experience Manufacturing Delays.

          We use rolling forecasts based on anticipated product orders to determine our component requirements. It is very important that we accurately predict both the demand for our products and the lead times required to obtain the necessary components and materials. Lead times for components and materials that we order vary significantly and depend on factors such as specific supplier requirements, the size of the order, contract terms and current market demand for the components. For substantial increases in production levels, some suppliers may need nine months or more lead-time. If we overestimate our component and material requirements, we may have excess inventory, which would increase our costs. If we underestimate our component and material requirements, we may have inadequate inventory, which could interrupt our manufacturing and delay delivery of our products to our customers. Any of these occurrences would negatively impact our net sales.

19

Legislative Actions, Higher Insurance Costs and Potential New Accounting Pronouncements are Likely to Impact Our Future Financial Position and Results of Operations.

          There have been regulatory changes, including the Sarbanes-Oxley Act of 2002, new SEC regulations and Nasdaq Stock Market rules and there may be potential new accounting pronouncements or regulatory rulings, which will have an impact on our future financial position and results of operations. These regulatory changes and other legislative initiatives have increased general and administrative costs. In addition, insurers are likely to increase rates as a result of high claims rates over the past year and our rates for our various insurance policies are likely to increase. Further, proposed initiatives could result in changes in accounting rules, including legislative and other proposals to account for employee stock options as an expense. These and other potential changes could materially increase the expenses we report under accounting principles generally accepted in the United States, and adversely affect our operating results.

We Are At Risk Of Securities Class Action Or Other Litigation That Could Result In Substantial Costs And Divert Management’s Attention And Resources.

          In the past, securities class action litigation has been brought against a company following periods of volatility in the market price of its securities. Due to the volatility and potential volatility of our stock price or the volatility of Luminent’s stock price following its initial public offering, we may be the target of securities litigation in the future. Securities or other litigation could result in substantial costs and divert management’s attention and resources.

If Our Cash Flow Significantly Deteriorates In The Future, Our Liquidity And Ability To Operate Our Business Could Be Adversely Affected.

          We incurred net losses in 2001, 2002 and 2003, and our combined cash and short-term investments declined in each of those years as well. Although we generated cash from operations, we could experience negative overall cash flow in future quarters. If our cash flow significantly deteriorates in the future, our liquidity and ability to operate our business could be adversely affected. For example, our ability to raise financial capital may be hindered due to our net losses and the possibility of future negative cash flow. An inability to raise financial capital would limit our operating flexibility.

Delaware Law And Our Ability To Issue Preferred Stock May Have Anti-Takeover Effects That Could Prevent A Change In Control, Which May Cause Our Stock Price To Decline.

          We are authorized to issue up to 1,000,000 shares of preferred stock. This preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions. No preferred stock is currently outstanding. The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore, reduce the value of our common stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management. We are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which prohibit us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder unless the business combination is approved in the manner prescribed under Section 203. These provisions of Delaware law also may discourage, delay or prevent someone from acquiring or merging with us, which may cause the market price of our common stock to decline.

20

ITEM 2. PROPERTIES

          Our principal administrative, sales and marketing, product development and engineering and manufacturing facility is located in Chatsworth, California. The table below lists the locations, square footage and expiration dates of our principal owned and leased facilities used for our major operations.

Location		Square Feet		Lease Expiration	Purpose
Chatsworth, CA	USA		13,300	3/31/2007	Administration
Chatsworth, CA	USA		22,200	12/31/2005	Manufacturing and product development
Chatsworth, CA	USA		49,920	7/14/2004	Manufacturing
Chatsworth, CA	USA		17,710	2/28/2006	Manufacturing and product development
Littleton, MA	USA		54,966	2/28/2007	Administration, product development, manufacturing and sales
Hinchu	Taiwan		39,590	12/31/2004	Product development, manufacturing and sales
Geneva	Switzerland		29,428	12/31/2010	Administration, product development, manufacturing and sales
Zurich	Switzerland		9,343	3/31/2013	Administration and sales
Stockholm	Sweden		48,825	6/30/2006	Administration and sales
Oslo	Norway		7,535	3/31/2004	Administration and distribution
Milan	Italy		7,535	3/1/2007	Administration and distribution
Milan	Italy		9,688	6/30/2004	Administration and distribution
Milan	Italy		9,688	4/28/2004	Administration and distribution
Milan	Italy		8,611	4/28/2004	Administration and distribution
Rome	Italy		6,512	1/31/2009	Administration and distribution
Yokneam	Israel		26,910	8/31/2005	Administration, product development, manufacturing and sales
Yokneam	Israel		19,526	12/31/2007	Administration, product development, manufacturing and sales
Yokneam	Israel		7,202	12/31/2007	Administration, product development, manufacturing and sales
Gif Sur Yvette	France		17,222	Owned	Administration and distribution

          We believe that our existing leased and owned space is more than adequate for our current operations, and that suitable replacement and additional space will be available in the future on commercially reasonable terms.

ITEM 3. LEGAL PROCEEDINGS

          We have received notices from third parties alleging possible infringement of patents with respect to product features or manufacturing processes. We believe such notices are common in the communications industry because of the large number of patents that have been filed on these subjects. Our policy is to discuss these notices with the senders in an effort to demonstrate that our products and/or processes do not violate any patents. From time to time we have been involved in such discussions with IBM, Lucent, Ortel, Nortel, Rockwell, the Lemelson Foundation and Finisar. We do not believe that any of our products or processes violates any of the patents asserted by these parties and we further believe that we have meritorious defenses if any legal action is taken by any of these parties. However, if one or more of these parties was to assert a claim and gain a conclusion unfavorable to us, such claims could materially and adversely affect our business, operating results and financial condition.

21

          We have been named as a defendant in lawsuits involving matters that we consider routine to the nature of our business. We are of the opinion that the ultimate resolution of all such matters will not have a material adverse effect on our business, operating results and financial condition.

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

          On December 12, 2003, we held our Annual Meeting of Stockholders at which, among other things, the Company’s entire board of directors was elected. The name of each director elected at the Annual Meeting, and the number of votes cast for and against (or withheld) were as follows:

	Number of Votes
			Against or
	For		Withheld
Noam Lotan		90,335,040		4,437,364
Shlomo Margalit		90,371,340		4,401,064
Igal Shidlovsky		93,065,711		1,706,693
Guenter Jaench		93,065,711		1,706,693
Daniel Tsui		93,914,565		857,839
Baruch Fischer		93,924,565		857,839

          The other matter voted upon at the meeting and the number of votes cast for, against or withheld, including abstentions and broker non-votes, was as follows:

	Number of Votes
Proposal	For		Against		Abstained
To ratify the selection of Ernst & Young LLP as independent auditors for the Company for the fiscal year ending December 31, 2003		94,118,045		547,983		106,375

22

PART II

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

Market Information and Holders

          Our common stock is traded on the Nasdaq National Market under the symbol “MRVC.” The following table sets forth, for the periods indicated, the high and low closing prices of our common stock, as reported on the Nasdaq National Market, giving effect to all stock splits through the date hereof.

		High		Low
Fiscal Year Ended December 31, 2003
	First Quarter	$	1.48	$	1.02
	Second Quarter	$	2.62	$	1.11
	Third Quarter	$	3.40	$	1.82
	Fourth Quarter	$	4.05	$	2.95
Fiscal Year Ended December 31, 2002
	First Quarter	$	5.08	$	2.51
	Second Quarter	$	2.89	$	1.03
	Third Quarter	$	1.75	$	0.81
	Fourth Quarter	$	1.78	$	0.65

          As of February 15, 2004, we had approximately 3,207 common stockholders of record.

Dividends

          The payment of dividends on our common stock is within the discretion of our board of directors. Currently, we intend to retain earnings to finance the growth of our business. We have not paid cash dividends on our common stock and the board of directors does not expect to declare cash dividends on the common stock in the foreseeable future.

Securities Authorized Under Equity Compensation Plans

          Information regarding securities authorized for issuance under equity compensation plans, as required pursuant to Rule 201(d) of Regulation S-K, is included in Item 12 – Equity Compensation Plan Information included elsewhere in this Annual Report on Form 10-K.

23

ITEM 6. SELECTED FINANCIAL DATA

          The following selected Statements of Operations data for each of the three years in the period ended December 31, 2003 and the Balance Sheet data as of December 31, 2003 and 2002 are derived from our audited Financial Statements included elsewhere herein. The selected Statements of Operations data for each of the two years in the period ended December 31, 2000 and the Balance Sheet data as of December 31, 2001, 2000 and 1999 were derived from our audited Financial Statements, which are not included in this Form 10-K. The following data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of the Company, including the notes thereto, included elsewhere in this Form 10-K.

		Year Ended December 31,
		2003			2002			2001			2000			1999
Statements of Operations Data:
Revenue		$	238,983		$	252,532		$	332,844		$	319,394		$	288,524
Cost of goods sold			164,893			169,566			267,389			203,371			197,442
Gross profit			74,090			82,966			65,455			116,023			91,082
Operating costs and expenses:
	Product development and engineering		30,972			49,358			94,813			74,078			35,319
	Selling, general and administrative		62,868			90,047			150,674			124,700			67,859
	Amortization of intangibles		33			140			126,484			66,814			3,898
	Impairment of goodwill and other intangibles		356			72,697			—			—			—
	Impairment of long-lived assets		—			17,038			—			—			—
	Restructuring costs		—			—			14,111			—			—
Total operating costs and expenses			94,229			229,280			386,082			265,592			107,076
Operating loss			(20,139	)		(146,314	)		(320,627	)		(149,569	)		(15,994	)
Other income (expense), net			(6,380	)		(23,465	)		(22,777	)		(9,578	)		322
Loss before minority interest, provision (benefit) for taxes, extraordinary gain and cumulative effect of an accounting change			(26,519	)		(169,779	)		(343,404	)		(159,147	)		(15,672	)
Minority interest			58			230			(11,577	)		(796	)		(610	)
Provision (benefit) for taxes			2,361			13,395			4,475			(5,398	)		(2,153	)
Loss before extraordinary gain and cumulative effect of an accounting change			(28,938	)		(183,404	)		(336,302	)		(152,953	)		(12,909	)
	Extraordinary gain, net of tax		1,950			—			9,949			—			—
	Cumulative effect of an accounting change		—			(296,355	)		—			—			—
Net loss		$	(26,988	)	$	(479,759	)	$	(326,353	)	$	(152,953	)	$	(12,909	)
Basic and diluted loss per share		$	(0.26	)	$	(5.25	)	$	(4.27	)	$	(2.33	)	$	(0.24	)
Basic and diluted weighted average shares outstanding			102,022			91,421			76,369			65,669			53,920

	As of December 31,
	2003		2002		2001		2000		1999
Balance Sheet Data:
Cash and cash equivalents	$	88,706	$	100,618	$	164,676	$	210,080	$	34,330
Working capital		108,051		91,188		175,368		366,752		106,425
Total assets		254,763		284,803		864,495		1,097,621		314,533
Total long-term liabilities		27,415		4,056		102,254		154,504		94,409
Stockholders’ equity		140,128		154,476		584,676		781,555		166,815

24

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Consolidated Condensed Financial Statements and Notes thereto included elsewhere in this Form 10-K. In addition to historical information, the discussion in this Form 10-K contains certain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated by these forward-looking statements due to factors, including but not limited to, those set forth in the following and elsewhere in this Form 10-K. We assume no obligation to update any of the forward-looking statements after the date of this Form 10-K.

Overview

          We design, manufacture, sell, distribute, integrate and support network infrastructure equipment and services, and optical components. We conduct our business along three principal segments: the networking group, the optical components group and development stage enterprise group. Our networking group provides equipment used by commercial customers, governments and telecommunications service providers, and include switches, routers, network physical infrastructure equipment and remote device management equipment as well as specialized networking products for defense and aerospace applications. Our optical components group designs, manufactures and sell optical communications components, primarily through our wholly owned subsidiary Luminent, Inc. These components include fiber optic transceivers, discrete lasers and laser emitting diodes, or LEDs, as well as components for Fiber-to-the-Premises, or FTTP, applications. Our development stage enterprise group seeks to develop new optical components, subsystems and networks and other products for the infrastructure of the Internet.

          We market and sell our products worldwide, through a variety of channels, which include a dedicated direct sales force, manufacturers’ representatives, value-added-resellers, distributors and systems integrators. We have operations in Europe that provide network system design, integration and distribution services that include products manufactured by third-party vendors, as well as our products. We believe such specialization enhances access to customers and allows us to penetrate targeted vertical and regional markets.

          We were organized in July 1988 as MRV Technologies, Inc., a California corporation and reincorporated in Delaware in April 1992, at which time we changed our name to MRV Communications, Inc.

          We generally recognize product revenue, net of sales discounts and allowances, when persuasive evidence of an arrangement exists, delivery has occurred and all significant contractual obligations have been satisfied, the fee is fixed or determinable and collection is considered probable. Products are generally shipped “FOB shipping point” with no right of return. Sales of services and system support are deferred and recognized ratably over the contract period. Sales with contingencies, such as right of return, rotation rights, conditional acceptance provisions and price protection are rare and insignificant and are deferred until the contingencies have been satisfied or the contingent period has lapsed. We generally warrant our products against defects in materials and workmanship for one year. The estimated costs of warranty obligations and sales returns and other allowances are recognized at the time of revenue recognition based on contract terms and prior claims experience. Gross profit is equal to our revenues less our cost of goods sold. Our cost of goods sold includes materials, direct labor and overhead. Cost of inventory is determined by the first-in, first-out method. Our operating costs and expenses generally consist of product development and engineering costs, or R&D, selling, general and administrative costs, or SG&A, and other operating related costs and expenses.

25

          Unfavorable economic conditions and reduced capital spending in the telecommunications industry detrimentally affected sales to service providers, network equipment companies, e-commerce and Internet businesses, and the manufacturing industry in the United States, during 2001, 2002 and 2003 and may affect them for 2004 and thereafter. As a result of these factors, our revenues have declined and we reported net losses during each these years. Revenues for the years ended December 31, 2003, 2002 and 2001 were $239.0 million, $252.5 million and $332.8 million, respectively. We reported a net loss of $27.0 million, $479.8 million and $326.4 million for the years ended December 31, 2003, 2002 and 2001, respectively. A significant portion of the loss for the years ended December 31, 2002 and 2001, was due to charges for impairment of goodwill and other intangibles recorded in accordance with Statement of Financial Accounting Standards, or SFAS, No. 142, “Accounting for Goodwill and Other Intangible Assets,” amortization of goodwill and other intangibles and deferred stock expense related to our acquisitions in 2000 and the employment arrangements that we entered into with Luminent’s former Chief Executive Officer and its former Chief Financial Officer in 2000. Effective January 1, 2002, we adopted SFAS No. 142, and we no longer amortize goodwill and intangibles with indefinite lives, but instead measure goodwill and intangibles for impairment at least annually, or when events indicate that impairment exists. We will continue to amortize intangible assets that we determine have definite lives over their useful lives. As required by SFAS No. 142, we performed the transitional impairment test on goodwill and other intangibles, which consisted of patents and assembled work forces. As a result of the transitional impairment test, we recorded a $296.4 million cumulative effect of an accounting change in 2002. During the fourth quarter of 2003, we conducted our annual impairment review, which resulted in no additional impairment. Our business may continue to suffer from adverse economic conditions worldwide that have contributed to a technology industry slowdown and was a principal factor for our decline in revenues and our net losses during the last three years. Our operating results for future periods are subject to numerous uncertainties, and we may not be able to achieve and maintain profitability in the near future.

          We divide and operate our business based on three segments: the networking group, the optical components group and development stage enterprise group. We evaluate segment performance based on the revenues and the operating expenses of each segment. We do not track segment data or evaluate segment performance on additional financial information. As such, there are no separately identifiable segment assets nor are there any separately identifiable Statements of Operations data below operating income (expense). The networking and optical components groups account for virtually all of our overall revenue. The development stage enterprise group seeks to develop new optical components, subsystems and networks and other products for the infrastructure of the Internet.

          Our business involves reliance on foreign-based entities. Several of our divisions, outside subcontractors and suppliers are located in foreign countries, including Argentina, China, Denmark, Finland, France, Germany, Israel, Italy, Japan, Korea, the Netherlands, Norway, Russia, Singapore, South Africa, Switzerland, Sweden, Taiwan and the United Kingdom. For the years ended December 31, 2003, 2002 and 2001, foreign revenues constituted 78%, 74% and 67%, respectively, of our revenues. The vast majority of our foreign sales are to customers located in the European region. The remaining foreign sales are primarily to customers in the Asia Pacific region.

Critical Accounting Policies

          Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

          We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in applying the critical accounting policies. Certain of these critical accounting policies affect working capital account balances, including the policies for revenue recognition, allowance for doubtful accounts, inventory reserves and income taxes. These policies require that we make estimates in the preparation of our financial statements as of a given date. However, since our business cycle is relatively short, actual results related to these estimates are generally known within the six-month period following the financial statement date. Thus, these policies generally affect only the timing of reported amounts across two to three quarters.

26

          Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

          Revenue Recognition. We generally recognize product revenue, net of sales discounts and allowances, when persuasive evidence of an arrangement exists, delivery has occurred and all significant contractual obligations have been satisfied, the fee is fixed or determinable and collection is considered probable. Products are generally shipped “FOB shipping point” with no right of return. Sales of services and system support are deferred and recognized ratably over the contract period. Sales with contingencies, such as right of return, rotation rights, conditional acceptance provisions and price protection are rare and insignificant and are deferred until the contingencies have been satisfied or the contingent period has lapsed. We generally warrant our products against defects in materials and workmanship for one year. The estimated costs of warranty obligations and sales returns and other allowances are recognized at the time of revenue recognition based on contract terms and prior claims experience. Our major revenue-generating products consist of: passive and active optical components; switches and routers; remote device management products; and network physical infrastructure equipment.

          Allowance for Doubtful Accounts. We make ongoing estimates relating to the collectability of our accounts receivable and maintain a reserve for estimated losses resulting from the inability of our customers to meet their financial obligations to us. In determining the amount of the reserve, we consider our historical level of credit losses and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Since we cannot predict future changes in the financial stability of our customers, actual future losses from uncollectable accounts may differ from our estimates. If the financial condition of our customers were to deteriorate, resulting in their inability to make payments, a larger reserve may be required. In the event we determined that a smaller or larger reserve was appropriate, we would record a credit or a charge to selling and administrative expense in the period in which we made such a determination.

          Inventory Reserves. We also make ongoing estimates relating to the market value of inventories, based upon our assumptions about future demand and market conditions. If we estimate that the net realizable value of our inventory is less than the cost of the inventory recorded on our books, we record a reserve equal to the difference between the cost of the inventory and the estimated net realizable market value. This reserve is recorded as a charge to cost of goods sold. If changes in market conditions result in reductions in the estimated market value of our inventory below our previous estimate, we would increase our reserve in the period in which we made such a determination and record a charge to cost of goods sold.

          Goodwill and Other Intangibles. We adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002. In accordance with SFAS No. 142, we no longer amortize goodwill and intangible assets with indefinite lives, but instead measure these assets for impairment at least annually, or when events indicate that impairment exists. We continue to amortize intangible assets that have definite lives over their useful lives.

          Income Taxes. As part of the process of preparing our financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves us estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our Balance Sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include an expense within the tax provision in the Statements of Operations.

          Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. Management continually evaluates our deferred tax asset as to whether it is likely that the deferred tax assets will be realized. If management ever determined that our deferred tax asset was not likely to be realized, a write-down of that asset would be required and would be reflected in the provision for taxes in the accompanying period.

27

Restructuring costs

          From November 9, 2000 through December 28, 2001, we owned approximately 92% of Luminent and approximately 8% of Luminent’s shares were publicly traded. During the second quarter of 2001, Luminent’s management approved and implemented a restructuring plan in order to adjust operations and administration as a result of the dramatic slowdown in the communications equipment industry generally and the optical components sector in particular. Major actions primarily involved the reduction of workforce, the abandonment of certain assets and the cancellation and termination of purchase commitments. We expect these actions to realign the business based on current and near-term growth rates. We expect that all action stemming from the restructuring plan to be completed by the end of 2004.

          Employee severance costs and related benefits of $1.3 million are related to approximately 750 layoffs through December 31, 2003, bringing Luminent’s total workforce to approximately 450 employees as of December 31, 2003. Affected employees came from all divisions and areas of Luminent. The majority of affected employees were in the manufacturing group.

          A summary of the restructuring costs and the remaining liability through and as of December 31, 2003 is as follows (in thousands):

					Closed and						Employee
		Asset			Abandoned			Purchase			Severance
		Impairments			Facilities			Commitments			Costs			Total
Original provision		$	10,441		$	2,405		$	6,173		$	1,281		$	20,300
	Utilized		(10,441	)		(615	)		(1,987	)		(847	)		(13,890	)
	Adjustments		—			—			(1,474	)		(434	)		(1,908	)
Balance, December 31, 2002			—			1,790			2,712			—			4,502
	Utilized		—			(1,854	)		(1,092	)		—			(2,946	)
	Adjustments		—			874			(1,305	)		—			(431	)
Balance, December 31, 2003		$	—		$	810		$	315		$	—		$	1,125

          Through December 31, 2003, we reduced $5.9 million in purchase commitments related to future liabilities based on our current negotiations with vendors, which resulted in the reversal of $1.3 million and $1.5 million in cost of goods sold for the years ended December 31, 2003 and 2002, respectively, and our fulfillment of purchase commitments for inventory and equipment that we previously reserved. The adjustments relating to closed and abandoned facilities that amounted to $874,000 in 2003 resulting from changes in our estimates of our continuing obligation. We did not reverse any amounts in cost of goods sold for the year ended December 31, 2001.

Market Conditions and Current Outlook

          Macroeconomic factors, such as an economic slowdown in the U.S. and abroad, have detrimentally impacted demand for optical components and network infrastructure products and services. The unfavorable economic conditions and reduced capital spending has detrimentally affected sales to service providers, network equipment companies, e-commerce and Internet businesses, and the manufacturing industry in the United States during 2001 to date, and may continue to affect them for the remainder of 2004 and thereafter.

Reclassifications

          Our Quarterly Financial Data is presented in Note 16, to our Notes to Financial Statements included elsewhere in this Form 10-K. The results of the fourth quarter of 2003 reflect certain reclassifications affecting revenues, cost of goods sold, accounts receivable and accounts payable relating to a transaction involving one of our European offices. These reclassifications were discovered after our press release and conference call discussing our fourth quarter financial results that occurred on February 5, 2004, have had no effect on the gross profit or net loss we announced for the quarter or year ended December 31, 2003 and have been recorded in our audited financial statements contained elsewhere in this Form 10-K.

28

Results of Operations

          The following table sets forth, for the periods indicated, our statements of operations data expressed as a percentage of revenues.

		Year Ended December 31,
		2003			2002			2001
Revenue			100	%		100	%		100	%
Cost of goods sold			69			67			80
Gross profit			31			33			20
Operating costs and expenses:
	Product development and engineering		13			20			28
	Selling, general and administrative		26			36			45
	Amortization of intangibles		—			—			38
	Impairment of goodwill and other intangibles		—			29			—
	Impairment of long-lived assets		—			7			—
	Restructuring costs		—			—			4
Total operating costs and expenses			39			91			116
Operating loss			(8	)		(58	)		(96	)
Other expense, net			3			9			7
Loss before minority interest, provision for taxes, extraordinary gain and cumulative effect of an accounting change			(11	)		(67	)		(103	)
Minority interest			—			—			(3	)
Provision for taxes			1			5			1
Loss before extraordinary gain and cumulative effect of an accounting change			(12	)		(73	)		(101	)
Extraordinary gain, net of tax			1			—			3
Cumulative effect of an accounting change			—			(117	)		—
Net loss			(11	)		(190	)		(98	)

          The following management discussion and analysis refers to and analyzes our results of operations into three segments as defined by our management. These three segments are our networking group, optical components group and development stage enterprise group, which includes all start-up activities.

29

Year Ended December 31, 2003 (“2003”) Compared
To Year Ended December 31, 2002 (“2002”)

     Revenue

          Revenues for 2003 decreased $13.5 million, or 5%, to $239.0 million from $252.5 million for 2002. The decrease was due to the worldwide economic slowdown in general and specifically the downturn in telecommunications spending for optical components, partially offset by the positive impact resulting from the weakened U.S. dollar compared to our other functional currencies. Additionally, the decrease in revenues is the result of the loss of revenues from our divestiture of FOCI Fiber Optic Communications, Inc., or FOCI, and Quantum Optech, Inc., or QOI, in October 2002 that amounted to $17.0 million in 2002.

          For 2003, 48% of our revenues were generated from the sale of third-party products through our system integration and distribution offices, as compared to 39% during 2002. Our revenues by segments for 2003 and 2002 were as follows (in thousands):

	2003			2002
Networking group	$	202,399		$	185,662
Optical components group		38,790			67,284
Development stage enterprise group		—			—
		241,189			252,946
Adjustments (1)		(2,206	)		(414	)
	$	238,983		$	252,532

(1) Adjustments represent the elimination of inter-segment revenue in order to reconcile to consolidated revenues.

          Networking Group. Our networking group provides equipment used by commercial customers, governments and telecommunications service providers, which includes switches, routers, network physical infrastructure equipment and remote device management equipment as well as specialized networking products for defense, aerospace and other applications, including cellular communications. External revenues generated from our networking group increased $16.7 million, or 9%, to $202.4 million for 2003 as compared to $185.7 million for 2002. The increase is due to increases in sales of switches and routers, services and other networking products. External revenues generated from sales of switches and routers increased $6.5 million, or 11%, to $64.0 million for 2003 as compared to $57.6 million for 2002. The external revenues from our networking group were also positively impacted by the effect of the weakened U.S. dollar compared to our other functional currencies, primarily the Euro. External revenues generated from sales of switches and routers are heavily dependent on our international offices. External revenues generated from sales of our remote device management products decreased $735,000, or 4%, to $16.6 million for 2003 as compared to $17.4 million for 2002. External revenues generated from sales of our network physical infrastructure products decreased by $5.1 million, or 9%, to $50.5 million for 2003 as compared to $55.6 million for 2002. External revenues from sales of our other networking products, which include defense, aerospace and other applications, including cellular communications, increased $11.8 million, or 57%, during 2003 to $32.3 million from $20.6 million for 2002. We attribute the increase in our overall external revenues to an increased number of governmental projects and improved penetration into the markets served by these products.

30

          Optical Components Group. Our optical components group designs, manufactures and sells optical communications components and primarily consists of products manufactured by our wholly owned subsidiary, Luminent. These components include fiber optic transceivers, discrete lasers and LEDs, as well as components for Fiber-to-the-Premises applications, or FTTP. Revenues, including inter-segment revenue, generated from our optical components group decreased $28.5 million, or 42%, to $38.8 million for 2003 as compared to $67.3 million for 2002. We attribute the decrease in optical components revenue to the current slowdown in telecommunications spending for optical components. External revenues generated from optical passive components decreased $13.9 million, or 48%, to $14.9 million for 2003 as compared to $28.7 million for 2002. The decrease in revenues from sales of optical passive components is primarily due to the loss of revenues from our divestiture of FOCI and QOI in October 2002 that amounted to $17.0 million in 2002, in addition to decreases in our sales of these components through our remaining offices. External revenue generated from optical active components decreased $12.3 million, or 24%, to $39.0 million for 2003 as compared to $51.3 million for 2002. We attribute the decrease in revenues from optical active components to a sector-wide oversupply, which has adversely impacted the average selling prices of these components.

          Development Stage Enterprise Group. No significant revenues were generated by these entities for 2003 and 2002.

     Gross Profit

          Gross profit for 2003 was $74.1 million, compared to gross profit of $83.0 million for 2002. Gross profit decreased $8.9 million, or 11%, in 2003 compared to 2002. For 2003 and 2002, gross profit includes income from recapturing accelerated deferred stock expense due to terminations that amounted to $1.1 million and $878,000, respectively. Gross profit for 2003 was also positively affected by the utilization of $1.7 million of the product credit received from the divestiture of FOCI and QOI in 2002.

          Our gross margin slightly decreased to 31% for 2003, compared to gross margin of 33% for 2002. We attribute the decrease in our gross margin to a change in the composition of our product revenues. Our percentage of third-party equipment revenues increased during 2003, which generated lower gross margins. The weakened U.S. dollar compared to the Euro resulted in an increase in our cost of goods sold, particularly in lower margin business through our European offices.

          Networking Group. Gross profit for 2003 was $70.8 million, compared to gross profit of $67.5 million for 2002. Gross profit increased $3.4 million, or 5%, in 2003 compared to 2002. Gross margins decreased to 35% for 2003, compared to gross margin of 36% for 2002. For 2003, our networking group’s gross profit includes income from the recapture of accelerated deferred stock expense due to terminations totaling $1.1 million, compared to deferred stock expense totaling $297,000 for 2002. Changes in deferred stock expense amounted to $1.4 million of the gross margin improvement. In addition to the decrease in deferred stock expense, we attribute the increase in gross profit during 2003 to the effects of improved operating efficiencies and cost reduction efforts.

          Optical Components Group. Gross profit for 2003 was $3.3 million, compared to gross profit of $16.4 million for 2002. Gross profit decreased $13.1 million, or 80%, in 2003 compared to 2002. Gross margins decreased to 8% for 2003, compared to gross margin of 24% for 2002. For 2003 and 2002, the optical components group’s gross profit includes income from recapturing accelerated deferred stock expense due to terminations that amounted to $50,000 and $1.2 million, respectively. Changes in deferred stock expense accounted for $1.1 million of the decrease in gross profit in 2003. Gross profit decreased due to the sale of FOCI and QOI in October 2002, which contributed gross profit that amounted to $2.0 million in 2002, along with increased competition and continued market contraction resulting in lower average selling prices.

          Development Stage Enterprise Group. No significant gross margins were produced by these entities for 2003 and 2002.

31

     Operating Costs and Expenses

          Operating costs and expenses were $94.2 million, or 39% of revenues, for 2003, compared to $229.3 million, or 91% of revenues, for 2002. Operating costs and expenses decreased $135.1 million, or 59%, in 2003 compared to 2002. For 2003, operating costs and expenses include income from the recapture of accelerated deferred stock expense due to terminations that amounted to $7.0 million, while 2002 includes $7.5 million in deferred stock expense. Changes in deferred stock expenses accounted for $14.5 million of the decrease in our operating costs and expenses. For 2003, operating costs and expenses include an impairment of goodwill and other intangibles that amounted to $356,000. Operating costs and expenses for 2002, includes impairment losses on goodwill and other intangibles and long-lived assets that amount to $72.7 million and $17.0 million, respectively. In addition to the income from the recapture of deferred stock expense and the substantial reduction in impairment losses on goodwill and other tangibles and long-lived assets, we attribute the decrease in operating costs and expenses during 2003 to our overall cost reduction efforts to align these costs with current operations. We reduced spending in product development and engineering and selling, general and administrative expenses.

          Networking Group. Operating costs and expenses for 2003 were $73.0 million, or 36% of revenues, for 2003, compared to $126.2 million, or 68% of revenues, for 2002. Operating costs and expenses decreased $53.2 million, or 42%, in 2003 compared to 2002. For 2003, operating costs and expenses include income from recapturing accelerated deferred stock expense due to terminations that amounted to $6.7 million, while 2002 includes $6.8 million in deferred stock expense. Changes in deferred stock expenses accounted for $13.5 million of the decrease in our operating costs and expenses. For 2003, operating costs and expenses include an impairment of goodwill and other intangibles that amounted to $356,000. Operating costs and expenses for 2002, includes impairment losses on goodwill and other intangibles and long-lived assets that amount to $20.1 million and $17.0 million, respectively. In addition to the impact from income from the recapture of deferred stock expense and impairment losses, we attribute the decrease in operating costs and expenses during 2003 to our cost saving efforts, including head count reductions, to align these costs with current operations. We reduced spending in the areas of product development and engineering and general and administrative expense, while slightly increasing spending for selling and marketing efforts.

          Optical Components Group. Operating costs and expenses for 2003 were $14.4 million, or 37% of revenues, for 2003, compared to $79.0 million, or 117% of revenues, for 2002. Operating costs and expenses decreased $64.6 million, or 82%, in 2003 compared to 2002. For 2003, operating costs and expenses include income from recapturing accelerated deferred stock expense due to terminations that amounted to $240,000, while 2002 includes $624,000 in deferred stock expense. Changes in deferred stock expenses accounted for $864,000 of the decrease in our operating costs and expenses. Operating costs and expenses for 2002, includes an impairment loss on goodwill and other intangibles that amounted to $51.9 million. We attributed the remaining decrease in our operating costs and expenses to our cost saving efforts, including head count reductions, to align these costs with current operations. We reduced spending in the areas of product development and engineering, selling, general and administrative expenses.

          Development Stage Enterprise Group. Operating costs and expenses for 2003 were $6.8 million for 2003, compared to $24.1 million for 2002. Operating costs and expenses decreased $17.2 million, or 72%, in 2003 compared to 2002. We attribute the decrease in operating costs and expenses to our cost saving efforts, including head count reductions, to align these costs with current development activities.

     Operating Loss

          We reported an operating loss of $20.1 million, or 8% of revenues, for 2003 compared to $146.3 million, or 58% of revenues, for 2002. We reduced our operating loss by $126.2 million, or 86%, in 2003 compared to 2002. For 2003, our operating loss includes an impairment of goodwill and other intangibles that amounted to $356,000. Our operating loss for 2002 includes impairment losses on goodwill and other intangibles and long-lived assets that amount to $72.7 million and $17.0 million, respectively. This improvement is the result of our cost reduction efforts and the realignment of our costs and expenses with current operations along with our improvement in gross profit. Our reduction in net loss was also positively impacted by income resulting from our reversal of deferred stock expense in 2003 compared to reporting such expenses in 2002 and the substantial reduction in impairment losses on goodwill and other tangibles and long-lived assets in 2003.

32

          Networking Group. Our networking group reported an operating loss of $2.2 million, or 1% of revenues, for 2003, compared to an operating loss of $58.8 million, or 32% of revenues, for 2002. This improvement is the result of our reduced spending for operating costs and expenses, along with the substantial reduction in impairment losses in 2003. Our results in 2003 were also positively impacted by income resulting from our reversal of deferred stock expenses in 2003 compared to reporting such expenses in 2002.

          Optical Components Group. Our optical components group reported an operating loss of $11.1 million, or 29% of revenues, for 2003, compared to $62.7 million, or 93% of revenues, for 2002. Our operating loss improved $51.5 million, or 82%, in 2003 compared to 2002. Our reduction in operating loss was the result of the substantial reduction in impairment loss on goodwill and other intangibles in 2003 along with the favorable impact from our reversal of deferred stock expense in 2003 compared to reporting such expenses in 2002.

          Development Stage Enterprise Group. Our development stage enterprise group reported an operating loss of $6.8 million for 2003, compared to $24.1 million for 2002. Our operating loss improved $17.2 million, or 72%, in 2003 compared to 2002. The improvement is the result of a significant reduction in spending for operating costs and expenses.

     Amortization of Intangibles

          During the fourth quarter of 2003, we conducted our annual review of our goodwill and intangible assets as required by SFAS 142. The review resulted in no further reduction in the carrying amount of goodwill. During 2003, we impaired $356,000 in goodwill from a foreign office that ceased operations.

          We recorded a $296.4 million cumulative effect of an accounting change in 2002, as the result of our adoption of SFAS No. 142 effective January 1, 2002. As a consequence of our adoption of SFAS No. 142, we no longer amortize goodwill and intangibles with indefinite lives, but instead measure goodwill and other intangibles for impairment at least annually, or when events indicate that impairment exists. We continue to amortize intangible assets that we determine to have definite lives over their useful lives. As required by SFAS No. 142, we performed the transitional impairment test on goodwill and other intangibles, which consisted of patents and assembled work forces. Of the $296.4 million cumulative effect of an accounting change, $84.6 million was associated with our networking group and $211.8 million was associated with our optical components group.

          Beginning October 1, 2002, we also performed the annual impairment review required by SFAS No. 142. As a result of the annual review, we further reduced the carrying amount of goodwill and other intangibles by recording an impairment charge of $72.7 million in the third quarter of 2002. Of the $72.7 million impairment, $20.1 million was associated with our networking group, $51.9 million was associated with our optical components group and $641,000 was associated with our development stage enterprise group.

     Other Expense, Net

          In June 2003, we completed the sale of $23.0 million principal amount of five-year 5% convertible notes due in 2008 (the “2003 Notes”), to an institutional investor, in a private placement. The 2003 Notes bear interest at 5% per annum and are convertible into our common stock at a conversion price of $2.32 per share. We are using the net proceeds from the sale of the 2003 Notes for general corporate purposes and working capital. Interest expense relating to these notes was $672,000 for 2003.

          In June 1998, we issued $100.0 million principal amount of our 1998 Notes. During 2003, we retired $5.9 million principal amount of 1998 Notes in exchange for the issuance of 4.2 million shares of our common stock to the holders of these notes, resulting in a remaining outstanding balance of $26.0 million at maturity. On June 15, 2003, the balance of our outstanding 1998 Notes matured and we repaid and retired them. For 2003, we recognized a loss on the extinguishment of debt totaling $5.4 million, net of associated taxes. This loss was recognized in accordance with Emerging Issues Task Force Issue 02-15 released in September 2002. During the year ended December 31, 2002, we acquired $31.6 million in principal amount of these notes in exchange for our issuance of 12.3 million shares of our common stock to the holders of these notes. During 2002, we also purchased $21.4 million in principal amount of these notes in exchange for $19.7 million in cash. During 2002, we recognized a gain of $393,000 in connection with the extinguishment of debt. We incurred $773,000 and $3.2 million in interest expense relating to the 1998 Notes for 2003 and 2002, respectively.

33

          During 2003, other expense, net totaling $6.4 million, represented our loss on the extinguishment of debt and interest expense, partially offset by interest income on cash and investments. We account for certain unconsolidated subsidiaries using the cost and equity methods. During 2002, we impaired $11.7 million on our investments in these subsidiaries along with $4.3 million from our share of losses from our equity method investments. For 2002, we recognized $3.2 million in interest expense associated with the termination of our interest rate swap.

     Provision For Taxes

          We record valuation allowances against our deferred tax assets, when necessary, in accordance with SFAS No. 109, “Accounting for Income Taxes.” Realization of deferred tax assets (such as net operating loss carryforwards and income tax credits) is dependent on future taxable earnings and is therefore uncertain. At least quarterly, we assess the likelihood that our deferred tax asset balance will be recovered from future taxable income. Our tax expense fluctuates primarily due to the tax jurisdictions where we currently have operating facilities and the varying tax rates in those jurisdictions.

          The provision for income taxes for 2003, principally foreign taxes, was $2.4 million, compared to $13.4 million for 2002. During 2002, we recorded an additional valuation allowance, or additional tax expense, totaling $21.2 million relating to the expected realization of our deferred income tax assets based on likely future recovery. For 2003 and 2002, there was no benefit provided for net operating losses.

Year Ended December 31, 2002 (“2002”) Compared
To Year Ended December 31, 2001 (“2001”)

     Revenue

          Revenues for 2002 decreased $80.3 million, or 24%, to $252.5 million from $332.8 million for 2001. The decrease was due to the worldwide economic slowdown in general and specifically the downturn in telecommunications spending for optical components. Our revenues by segments for 2002 and 2001 were as follows (in thousands):

	2002			2001
Networking group	$	185,662		$	201,517
Optical components group		67,284			131,327
Development stage enterprise group		—			—
		252,946			332,844
Adjustments (1)		(414	)		—
	$	252,532		$	332,844

(1) Adjustments represent the elimination of inter-segment revenue in order to reconcile to consolidated revenues.

          Networking Group. External revenues generated from our networking group decreased $15.9 million, or 8%, to $185.7 million for 2002 as compared to $201.5 million for 2001. The decrease is due to the worldwide economic slowdown. More specifically, the decrease is due to decreases across our networking product lines, including switches and routers, remote device management products, network physical infrastructure equipment and other networking products. Revenues generated from our switches and routers decreased $17.1 million, or 23%, to $57.6 million for 2002 as compared to $74.7 million for 2001. Revenues generated from our remote device management products decreased $1.6 million, or 9%, to $17.4 million for 2002 as compared to $19.0 million for 2001. Revenues generated from our network physical infrastructure products decreased $4.3 million, or 7%, to $55.6 million for 2002 as compared to $59.9 million for 2001. Revenues generated from services increased $2.5 million, or 13%, during 2002 to $21.4 million from $18.9 million for 2001.

34

          Optical Components Group. Revenues, including inter-segment revenue, generated from sales of our optical components group decreased $64.0 million, or 49%, to $67.3 million for 2002 as compared to $131.3 million for 2001. Revenues generated from optical passive and active components decreased $56.6 million, or 41%, to $80.0 million for 2002 as compared to $136.7 million for 2001. We attributed the decrease in sales of optical active components to a sector-wide oversupply, which has significantly impacted adversely the average selling prices of these components.

          Development Stage Enterprise Group. No significant revenues were generated by these entities for 2002 and 2001.

     Gross Profit

          Gross profit for 2002 was $83.0 million, compared to gross profit of $65.5 million for 2001. Gross profit improved $17.5 million, or 27%, in 2002 compared to 2001. Our gross margin improved to 33% for 2002, compared to 20% for 2001. The increase in gross profit and gross margin is substantially due to the write-down of inventory and other market-related one-time charges of $35.4 million taken by Luminent during 2001.

          Networking Group. Gross profit for 2002 was $67.5 million, compared to gross profit of $54.4 million for 2001. Gross profit increased $13.1 million, or 24%, in 2002 compared to 2001. Gross margins increased to 36% for 2002, compared to gross margin of 27% for 2001. For 2002 and 2001, the networking group’s gross profit includes deferred stock expense that amounted to $297,000 and $2.8 million, respectively. Changes in deferred stock expenses accounted for a $2.5 million increase in gross profit.

          Optical Components Group. Gross profit for 2002 was $16.3 million, compared to gross profit of $11.1 million for 2001. Gross profit improved $5.3 million, or 48%, in 2002 compared to 2001. Gross margins increased to 24% for 2003, compared to gross margin of 8% for 2001. For 2002, the optical component’s group gross profit includes income from recapturing accelerated deferred stock expense due to terminations totaling $1.2 million, while 2001 includes deferred stock expense totaling $5.0 million. The improvement in gross margin was attributed to the improved operating efficiencies realized during 2002 and the effect of the write-off of inventory and other market-related one-time charges of $35.4 million taken by Luminent during 2001.

          Development Stage Enterprise Group. No significant gross margins were produced by these entities for 2003 and 2002.

     Operating Costs and Expenses

          Operating costs and expenses were $229.3 million, or 91% of revenues, for 2002, compared to $386.1 million, or 116% of revenues, for 2001. Operating costs and expenses decreased $156.8 million, or 41%, in 2002 compared to 2001. For 2002 and 2001, operating costs and expenses includes deferred stock expense that amounted to $7.5 million and $61.3 million, respectively. Changes in deferred stock expenses favorably impacted our operating costs and expenses by $53.8 million for 2002. Operating costs and expenses for 2002, includes impairment losses on goodwill and other intangibles and long-lived assets that amount to $72.7 million and $17.0 million, respectively. For 2001, prior to the adoption of SFAS No. 142, operating costs and expense included the amortization of goodwill and other intangibles that amounted to $126.5 million. In addition to the decrease in deferred stock expense and impairment and amortization of goodwill and other intangibles, we attribute the decrease in operating costs and expenses during 2002 to our overall cost reduction efforts to align these costs with current operations. We reduced spending in product development and engineering and selling, general and administrative expenses.

35

          Networking Group. Operating costs and expenses for 2002 were $126.2 million, or 68% of revenues, for 2002, compared to $171.7 million, or 85% of revenues, for 2001. Operating costs and expenses decreased $45.4 million, or 27%, in 2002 compared to 2001. Operating costs and expenses include deferred stock expense that amounted to $6.8 million and $15.5 million for 2002 and 2001, respectively. Changes in deferred stock expenses accounted for $8.8 million of the decrease in our operating costs and expenses. Operating costs and expenses for 2002, includes impairment losses on goodwill and other intangibles and long-lived assets that amount to $20.1 million and $17.0 million, respectively. For 2001, we amortized $48.5 million in goodwill and other intangibles. We attribute the improvement in operating costs and expenses during 2002 to our cost saving efforts, including head count reductions, to align these costs with current operations. We reduced spending in the areas of product development and engineering and selling, general and administrative expense.

          Optical Components Group. Operating costs and expenses for 2002 were $79.0 million, or 117% of revenues, compared to $172.7 million, or 132% of revenues, for 2001. Operating costs and expenses decreased $93.7 million, or 54%, in 2002 compared to 2001. Operating costs and expenses include $624,000 and $45.8 million in deferred stock expense for 2002 and 2001, respectively. Changes in deferred stock expenses accounted for $45.1 million of the decrease in our operating costs and expenses. Operating costs and expenses for 2002, includes an impairment loss on goodwill and other intangibles that amounted to $51.9 million. For 2001, operating costs and expenses includes the amortization of goodwill and intangibles that amounted to $77.8 million. In addition to the decrease in deferred stock expense and impairment of goodwill and other intangibles, we attribute the decrease in operating costs and expenses during 2002 to our cost saving efforts, including head count reductions, to align these costs with current operations. We reduced spending in the areas of product development and engineering, selling, general and administrative expenses.

          Development Stage Enterprise Group. Operating costs and expenses were $24.1 million for 2002, compared to $41.8 million for 2001. Operating costs and expenses decreased $17.7 million, or 42%, in 2002 compared to 2001. We attribute the decrease in operating costs and expenses to our cost saving efforts, including head count reductions, to align these costs with current development activities.

     Operating Loss

          We reported an operating loss of $146.3 million, or 58% of revenues, for 2002 compared to $320.6 million, or 96% of revenues, for 2001. We reduced our operating loss by $174.3 million, or 54%, in 2002 compared to 2001. Our operating loss for 2002 includes impairment losses on goodwill and other intangibles and long-lived assets that amount to $72.7 million and $17.0 million, respectively. Our operating loss for 2001 includes the amortization of goodwill and other intangibles that amounted to $126.5 million, restructuring charges that amounted to $14.1 million and write-offs of inventory and other market-related one-time charges totaling $35.4 million. The improvement in our operating loss is the result of our cost reduction efforts and the realignment of our costs and expenses with current operations along with our improvement in gross profit.

          Networking Group. Our networking group reported an operating loss of $58.8 million, or 32% of revenues, for 2002, compared to an operating loss of $117.3 million, or 58% of revenues, for 2001. This improvement is the result of our reduced spending for operating costs and expenses, along with the impact of impairment and amortization losses incurred during 2001. Our results in 2002 were also positively impacted by income resulting from our reversal of deferred stock expenses compared to reporting such expenses in 2001.

          Optical Components Group. Our optical components group reported an operating loss of $62.7 million, or 93% of revenues, for 2002, compared to $161.6 million, or 123% of revenues, for 2001. Our operating loss improved $99.0 million, or 61%, in 2002 compared to 2001. Our reduction in operating loss was the result of the impairment and amortization losses on goodwill and other intangibles, inventory write-downs and other market-related one-time charges along with the favorable impact from our reversal of deferred stock expense in 2002 compared to reporting such expenses in 2001.

          Development Stage Enterprise Group. Our development stage enterprise group reported an operating loss of $24.1 million for 2002, compared to $41.8 million for 2001. Our operating loss improved $17.7 million, or 42%, in 2002 compared to 2001. The improvement is the result of a significant reduction in spending for operating costs and expenses.

36

     Amortization of Intangibles

          Amortization of intangibles decreased to $140,000 for 2002, as compared to $126.5 million for 2001. The decrease of $126.4 million was the result of our adoption of SFAS No. 142, which we adopted effective January 1, 2002. As a consequence, we no longer amortize goodwill and intangibles with indefinite lives, but instead measure goodwill and other intangibles for impairment at least annually, or when events indicate that impairment exists. We continue to amortize intangible assets we determine to have definite lives over their useful lives. As required by SFAS No. 142, we performed the transitional impairment test on goodwill and other intangibles, which consisted of patents and assembled work forces. As a result of the transitional impairment test, we recorded a $296.4 million cumulative effect of an accounting change in 2002. In addition to the transitional impairment test, we reviewed our remaining goodwill and other intangibles as required annually pursuant to SFAS No. 142. As a result of the annual review, we further reduced the carrying amount of goodwill and other intangibles by recording an impairment charge of $72.7 million during the third quarter of 2002. We perform our annual impairment review as of October 1st each year, commencing with this review.

     Other Expense, Net

          In June 1998, we issued $100.0 million principal amount of 5% convertible subordinated notes (the Notes) due in June 2003. The Notes were offered in a 144A private placement to qualified institutional investors at the stated amount, less a selling discount of 3%. During 2002, we retired $57.2 million in Notes in exchange for $19.7 million in cash and 12.3 million shares of our common stock. For 2002, we recognized a loss on the extinguishment of the Notes of $1.4 million, net of associated taxes. This loss includes a $6.6 million loss recognized in accordance with the Emerging Issues Task Force (“EITF”) Issue 02-15 released in September 2002. See “Recently Issued Accounting Standards.” We incurred $3.2 million and $4.5 million in interest expense relating to the Notes for 2002 and 2001, respectively.

          We account for certain unconsolidated subsidiaries using the cost and equity methods. The increase in other expense, net of $688,000 to $23.5 million for 2002 is primarily attributable to impairment charges of $11.7 million on our investments in these subsidiaries, $4.3 million from our share of losses from our unconsolidated subsidiaries and interest expense of $3.2 million associated with the termination of our interest rate swap, partially offset by interest income. Our share of losses from our unconsolidated subsidiaries was $7.8 million for 2001. During 2001, impairment charges related to our investments totaled $9.2 million.

     Provision For Taxes

          We record valuation allowances against our deferred tax assets, when necessary, in accordance with SFAS No. 109, “Accounting for Income Taxes.” Realization of deferred tax assets (such as net operating loss carryforwards and income tax credits) is dependent on future taxable earnings and is therefore uncertain. At least quarterly, we assess the likelihood that our deferred tax asset balance will be recovered from future taxable income. To the extent we believe that recovery is unlikely, we establish a valuation allowance against our deferred tax asset, increasing our income tax expense in the period such determination is made. The provision for taxes for 2002 was $13.4 million, compared to a provision for taxes of $4.5 million for 2001. During 2002, we recorded an additional valuation allowance (tax expense) totaling $21.2 million relating to the expected realization of our deferred income tax assets based on likely future recovery. Our tax expense fluctuates primarily due to the tax jurisdictions where we currently have operating facilities and the varying tax rates in those jurisdictions. For 2002, there was no benefit provided for net operating losses.

Recently Issued Accounting Standards

          In May 2003, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective as of July 1, 2003. The adoption of this pronouncement did not have a material impact on our results of operations or our financial position.

37

          In May 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of this pronouncement did not have a material impact on our results of operations or our financial position.

          In January 2003, the FASB issued FASB Interpretation No. (“FIN”) 46, “Consolidation of Variable Interest Entities,” which was originally effective on July 1, 2003. In December 2003, the FASB deferred the effective date for applying the provisions of FIN 46 to March 31, 2004 for interests held by public companies in variable interest entities or potential variable interest entities created before February 1, 2003. We have completed our evaluation of the provisions of FIN 46 and do not have any significant interests in variable interest entities. Accordingly, the adoption of FIN 46 did not have a material impact on our results of operations or our financial position.

Liquidity and Capital Resources

          We had cash and cash equivalents of $88.7 million as of December 31, 2003, a decrease of $11.9 million from the cash and cash equivalents of $100.6 million as of December 31, 2002. The decrease in cash and cash equivalent is primarily the result of our cash used in our operations; cash used to satisfy our term loan in January 2003 and repay our 1998 Notes, which matured in June 2003; and our purchase of short-term and long-term marketable securities. These decreases were partially offset by the proceeds from maturities of our investments, the net proceeds from our sale in June 2003 of our 2003 Notes and the net proceeds from our sale of approximately 1.7 million shares of common stock in October 2003. The following table illustrates as of December 31, 2003 and December 31, 2002 our cash position, which we define as cash, cash equivalents, time deposits and short-term and long-term marketable securities, as it relates to our current debt position, which we define as all short-term and long-term obligations including our 2003 Notes (in thousands):

		2003		2002
Cash
	Cash and cash equivalents	$	88,706	$	100,618
	Short-term marketable securities		5,221		11,738
	Time deposits		1,411		2,789
	Long-term marketable securities		1,705		1,447
			97,043		116,592
Debt
	Current portion of long-term debt		204		393
	5% convertible subordinated notes due 2003		—		32,418
	5% convertible notes due 2008		23,000		—
	Short-term obligations		2,701		7,000
	Long-term debt		200		390
			26,105		40,201
Excess cash versus debt		$	70,938	$	76,391
Ratio of cash versus debt (1)		3.7 to 1		2.9 to 1

(1) Determined by dividing total “cash” by total “debt,” in each case as reflected in the table.

38

          Our working capital as of December 31, 2003 was $108.1 million compared to $91.2 million as of December 31, 2002. Our ratio of current assets to current liabilities as of September 30, 2003 was 2.3 to 1.0 compared to 1.8 to 1.0 as of December 31, 2002. The increase in working capital is primarily the result of our repayment of our 1998 Notes, which matured in June 2003 and were classified on our balance sheet at December 31, 2002 as a current liability, and the issuance of our 2003 Notes, which is classified on our balance sheet at December 31, 2003 as a long-term liability. Working capital was also positively impacted by our receipt of approximately $5.0 million in cash from the sale of approximately 1.7 million shares of our common stock in October 2003.

          Cash used in operating activities was $17.3 million for the year ended December 31, 2003, as compared to $1.4 million for the year ended December 31, 2002. Cash used in operating activities is a result of our net operating loss of $27.0 million, adjusted for non-cash items such as the depreciation and amortization, deferred stock expense, our extraordinary gain, gains and losses on debt extinguishments and deferred income taxes. Decreased time deposits and other assets and increases in accounts payable and other current liabilities positively affected cash used in operating activities. Cash used in operating activities was negatively affected by increases in accounts receivable and inventories and decreases in accrued liabilities, deferred revenue and other current liabilities. The increase in accounts receivable is due to business in Europe, in which, customers have a traditionally had a longer pay cycle than in other regions. Decreases in accrued liabilities are the result of the continuing slowdown in the communications equipment industry and reductions in overall expenses.

          Cash flows generated from investing activities were $3.7 million for the year ended December 31, 2003, compared to $21.4 million for the year ended December 31, 2002. Cash flows generated from investing activities for the year ended December 31, 2003 were the result of the maturity of short-term and long-term marketable securities of $6.3 million and proceeds from the sale of property and equipment of $449,000, offset by capital expenditures of $2.4 million. As of December 31, 2003, we had no plans for major capital expenditures. Cash flows provided by investing activities for the prior period resulted from the maturities of short-term and long-term marketable securities and proceeds from the sale of FOCI and QOI, partially offset by the net cash used for capital expenditures and investments in equity method subsidiaries.

          Cash flows used in financing activities were $990,000 for the year ended December 31, 2003, as compared to $79.5 million for the year ended December 31, 2002. Cash used in financing activities was primarily the result of our repayment of the remaining $26.0 million balance of our 1998 Notes, which matured on June 15, 2003, the net proceeds from our issuance of our 2003 Notes, the net proceeds from the issuance of common stock, and net payments of $4.5 million on our short-term and long-term obligations. Cash flows used in financing activities in 2002 represent the cash paid on borrowings, payments to terminate an interest rate swap arrangement, offset by short-term borrowings and proceeds from the issuance of our common stock.

          In June 1998, we issued $100.0 million principal amount of our 1998 Notes in a private placement raising net proceeds of $96.4 million. During 2003, prior to their maturity on June 15, 2003, we acquired

• $5.9 million in principal amount of these notes in exchange for our issuance of 4.2 million shares of our common stock to the holders of the 1998 Notes; and

• $500,000 in principal amount of these notes in exchange for $502,000 in cash.

          During the year ended December 31, 2002, we acquired $31.6 million in principal amount of these notes in exchange for our issuance of 12.3 million shares of our common stock to the holders of these notes. During 2002, we also purchased $21.4 million in principal amount of these notes in exchange for $19.7 million in cash. At maturity on June 15, 2003, we repaid in full the $26.0 million outstanding balance of our outstanding 1998 Notes using cash on-hand.

          In June 2003, we completed the sale of $23.0 million principal amount of our 2003 Notes to an institutional investor in a private placement under the Securities Act of 1933. These notes have an annual interest rate of 5% and are convertible into our common stock at a conversion price of $2.32 per share. We are using the net proceeds from the sale of these notes for general corporate purposes and working capital.

39

          During October 2003, we issued and sold 1,667,000 shares of our common stock to several institutional investors that are managed client accounts of a large investment management firm, raising net proceeds of approximately $5.0 million. These shares were taken from our shelf registration statement that was declared effective by the SEC in June 2003, which registered $20.0 million of our common stock that we may issue and sell from time to time.

     Off-Balance Sheet Arrangements

          We do not have transactions, arrangements and other relationships with unconsolidated entities that are reasonably likely to affect our liquidity or capital resources. We have no special purpose or limited purpose entities that provided off-balance sheet financing, liquidity or market or credit risk support, engage in leasing, hedging, research and development services, or other relationships that expose us to liability that is not reflected on the face of the financials.

     Contractual Cash Obligations

          The following table illustrates our total contractual cash obligations as of December 31, 2003 (in thousands):

			Less than 1
Cash Obligations	Total		Year		1 – 3 Years		4 – 5 Years		After 5 Years
Short-term obligations	$	2,701	$	2,701	$	—	$	—	$	—
Long-term debt		404		204		200		—		—
5% convertible notes due June 2008		23,000		—		—		23,000		—
Unconditional purchase obligations		6,961		6,957		4		—		—
Operating leases		22,705		5,192		8,073		5,443		3,997
Total contractual cash obligations	$	55,771	$	15,054	$	8,277	$	28,443	$	3,997

          Our total contractual cash obligations as of December 31, 2003, were $55.8 million, of which, $15.1 million were due by December 31, 2004. These total contractual cash obligations primarily consist of short-term and long-term obligations, including our 5% convertible notes due June 2008, operating leases for our equipment and facilities and unconditional purchase obligations for necessary raw materials. Historically, these obligations have been satisfied through cash generated from our operations or other avenues, which is further discussed below, and we expect that this will continue to be the case.

          Our unconditional purchase obligations are to secure the necessary raw materials and components required for production of our products. As part of Luminent’s restructure plan (see our discussion above and the Notes to our Financial Statements), there is a remaining obligation totaling $315,000 for unconditional purchase obligations and Luminent continues in negotiations seeking to cancel or renegotiate contracts that it no longer requires as a consequence of the significantly reduced orders for its optical components and its sales projections. The remaining purchase commitments are part of our ordinary course of business.

          We believe that our cash on hand and cash flows from operations will be sufficient to satisfy our working capital, capital expenditures and product development and engineering requirements for at least the next 12 months. However, we may choose to obtain additional debt or equity financing if we believe it appropriate. Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of spending to support development of new products and expansion of sales and marketing, the timing of new product introductions and enhancements to existing products and market acceptance of our products.

40

Internet Access to Our Financial Documents

          We maintain a website at www.mrv.com. We make available free of charge, either by direct access or a link to the SEC website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. Our reports filed with, or furnished to, the SEC are also available directly at the SEC’s website at www.sec.gov.

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Market Risks

          Market risk represents the risk of loss that may impact our Consolidated Financial Statements through adverse changes in financial market prices and rates and inflation. Our market risk exposure results primarily from fluctuations in interest rates and foreign exchange rates. We manage our exposure to these market risks through our regular operating and financing activities and have not historically hedged these risks through the use of derivative financial instruments. The term hedge is used to mean a strategy designed to manage risks of volatility in prices or interest and foreign exchange rate movements on certain assets, liabilities or anticipated transactions and creates a relationship in which gains or losses on derivative instruments are expected to counter-balance the losses or gains on the assets, liabilities or anticipated transactions exposed to such market risks.

          Interest Rates. We are exposed to interest rate fluctuations on our investments, short-term borrowings and long-term obligations. Our cash and short-term investments are subject to limited interest rate risk, and are primarily maintained in money market funds and bank deposits. Our variable-rate short-term borrowings are also subject to limited interest rate risk due to their short-term maturities. Our long-term obligations were entered into with fixed and variable interest rates. In connection with our $50.0 million variable-rate term loan due in 2003, we entered into a specific hedge, an interest rate swap, to modify the interest characteristics of this instrument. The interest rate swap was used to reduce our cost of financing and the fluctuations in the aggregate interest expense. The notional amount, interest payment and maturity dates of the swap match the principal, interest payment and maturity dates of the related debt. Accordingly, any market risk or opportunity associated with this swap is offset by the opposite market impact on the related debt. In February 2002, we paid off our $50.0 million term loan and terminated our interest rate swap for $3.2 million. To date, we have not entered into any other derivative instruments, however, as we continue to monitor our risk profile, we may enter into additional hedging instruments in the future.

          Foreign Exchange Rates. We operate on an international basis with a portion of our revenues and expenses being incurred in currencies other than the U.S. dollar. Fluctuation in the value of these foreign currencies in which we conduct our business relative to the U.S. dollar will cause U.S. dollar translation of such currencies to vary from one period to another. We cannot predict the effect of exchange rate fluctuations upon future operating results. However, because we have expenses and revenues in each of the principal functional currencies, the exposure to our financial results to currency fluctuations is reduced. We do not regularly attempted to reduce our currency risks through hedging instruments, however, we may do so in the future.

          Inflation. We believe that the relatively moderate rate of inflation in the United States over the past few years has not had a significant impact on our sales or operating results or on the prices of raw materials. However, in view of our recent expansion of operations in Taiwan, Israel and other countries, which have experienced greater inflation than the United States, there can be no assurance that inflation will not have a material adverse effect on our operating results in the future.

41

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Stockholders of MRV Communications, Inc.

          We have audited the accompanying consolidated balance sheets of MRV Communications, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2003 and 2002 and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss) and cash flows for the years ended December 31, 2003 and 2002. 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. The consolidated financial statements of MRV Communications, Inc., for the fiscal year ended December 31, 2001, was audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those statements in their report dated February 12, 2002.

          We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audits 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of MRV Communications, Inc. and subsidiaries as of December 31, 2002 and the consolidated results of their operations and their cash flows for the years ended December 31, 2003 and 2002 in conformity with accounting principles generally accepted in the United States.

          As discussed in Note 3 to the consolidated financial statements, MRV Communications, Inc. changed its method of accounting for purchased goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142 during the first quarter of fiscal 2002. As discussed above, the financial statements of MRV Communications, Inc. as of December 31, 2001, and for the year then ended were audited by other auditors who have ceased operations. As described in Note 3, these financial statements have been updated to include the transitional disclosures required by SFAS No. 142, “Goodwill and Other Intangible Assets,” which was adopted by the Company as of January 1, 2002. Our audit procedures with respect to the disclosures in Note 3 for fiscal 2001 included (i) agreeing the previously reported net loss to the previously issued financial statements and the adjustments to reported net loss representing amortization expense (including any related tax effects) recognized in those periods related to goodwill that are no longer being amortized to the Company’s underlying records obtained from management, and (ii) testing the mathematical accuracy of the reconciliation of adjusted net loss to reported net loss, and the related net loss-per-share amounts. Our audit procedures with respect to the disclosures in Note 3 for fiscal 2001 included (i) agreeing the goodwill and amortization amounts and the gross intangible assets and accumulated amortization amounts to the Company’s underlying records obtained from management, and (ii) testing the mathematical accuracy of the tables. In our opinion, the disclosures for fiscal 2001 in Note 3 related to the transitional disclosures of SFAS No. 142 are appropriate. However, we were not engaged to audit, review, or apply any procedures to the Company’s financial statements for fiscal 2001 other than with respect to such disclosures and, accordingly, we do not express an opinion or any other form of assurance on the Company’s fiscal 2001 financial statements taken as a whole.

/s/ ERNST & YOUNG LLP

Los Angeles, California
February 4, 2004

42

          This is a copy of the audit report previously issued by Arthur Andersen LLP in connection with MRV Communications, Inc. filing on Form 10-K for the year ended December 31, 2001. This audit report has not been reissued by Arthur Andersen LLP in connection with this filing on Form 10-K. See Exhibit 23.2 for further discussion.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of MRV Communications, Inc.:

          We have audited the accompanying consolidated balance sheets of MRV Communications, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001 and 2000 and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss) and cash flows for each of the three years in the period ended December 31, 2001. 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 in accordance with auditing standards generally accepted in the United States. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

          In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MRV Communications, Inc. and subsidiaries as of December 31, 2001 and 2000 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

Los Angeles, California
February 12, 2002

43

MRV Communications, Inc.

Statements of Operations

(In thousands, except per share data)

		Year Ended December 31,
		2003			2002			2001
Revenue		$	238,983		$	252,532		$	332,844
Cost of goods sold			164,893			169,566			267,389
Gross profit			74,090			82,966			65,455
Operating costs and expenses:
	Product development and engineering		30,972			49,358			94,813
	Selling, general and administrative		62,868			90,047			150,674
	Amortization of intangibles		33			140			126,484
	Impairment of goodwill and other intangibles		356			72,697			—
	Impairment of long-lived assets		—			17,038			—
	Restructuring costs		—			—			14,111
Total operating costs and expenses			94,229			229,280			386,082
Operating loss			(20,139	)		(146,314	)		(320,627	)
Other expense, net			6,380			23,465			22,777
Loss before minority interest, provision for taxes, extraordinary gain and cumulative effect of an accounting change			(26,519	)		(169,779	)		(343,404	)
Minority interest			58			230			(11,577	)
Provision for taxes			2,361			13,395			4,475
Loss before extraordinary gain and cumulative effect of an accounting change			(28,938	)		(183,404	)		(336,302	)
Extraordinary gain, net of tax			1,950			—			9,949
Cumulative effect of an accounting change			—			(296,355	)		—
Net loss		$	(26,988	)	$	(479,759	)	$	(326,353	)
Earnings per share:
Basic and diluted loss per share:
	Loss before extraordinary gain and cumulative effect of an accounting change	$	(0.28	)	$	(2.01	)	$	(4.40	)
	Extraordinary gain	$	0.02		$	—		$	0.13
	Cumulative effect of an accounting change	$	—		$	(3.24	)	$	—
Net loss		$	(0.26	)	$	(5.25	)	$	(4.27	)
Weighted average number of shares:
Basic and diluted			102,022			91,421			76,369

The accompanying notes are an integral part of these financial statements.

44

MRV Communications, Inc.

Balance Sheets

(In thousands, except par values)

		As of December 31,
		2003		2002
Assets
Current assets:
	Cash and cash equivalents	$	88,706	$	100,618
	Short-term marketable securities		5,221		11,738
	Time deposits		1,411		2,789
	Accounts receivable, net		53,464		50,965
	Inventories		35,799		32,695
	Other current assets		5,379		11,283
Total current assets			189,980		210,088
Property and equipment, net			25,416		35,169
Goodwill			29,965		29,740
Intangibles			102		135
Long-term marketable securities			1,705		1,447
Deferred income taxes			2,594		2,637
Investments			3,063		3,063
Other assets			1,938		2,524
		$	254,763	$	284,803
Liabilities and stockholders’ equity
Current liabilities:
	Current maturities of long-term debt	$	204	$	393
	Convertible subordinated notes		—		32,418
	Short-term obligations		2,701		7,000
	Accounts payable		46,811		41,308
	Accrued liabilities		25,523		31,542
	Deferred revenue		3,754		3,950
	Other current liabilities		2,936		2,289
Total current liabilities			81,929		118,900
Long-term debt			200		390
Convertible notes			23,000		—
Other long-term liabilities			4,215		3,666
Minority interest			5,291		7,371
Commitments and contingencies

45

MRV Communications, Inc.

Balance Sheets

(In thousands, except par values)

			As of December 31,
			2003			2002
Stockholders’ equity:
	Preferred stock, $0.01 par value:
		Authorized — 1,000 shares; no shares issued or outstanding		—			—
	Common stock, $0.0017 par value:
		Authorized — 160,000 shares
		Issued — 106,794 shares in 2003 and 100,132 shares in 2002
		Outstanding — 105,441 shares in 2003 and 98,917 shares in 2002		179			168
	Additional paid-in capital			1,154,869			1,149,635
	Accumulated deficit			(1,004,430	)		(977,442	)
	Deferred stock expense, net			(200	)		(5,047	)
	Treasury stock, 1,353 shares in 2003 and 1,215 shares in 2002			(1,352	)		(1,207	)
	Accumulated other comprehensive loss			(8,938	)		(11,631	)
Total stockholders’ equity				140,128			154,476
			$	254,763		$	284,803

     The accompanying notes are an integral part of these balance sheets.

46

MRV Communications, Inc.

Statements of Stockholders’ Equity and Comprehensive Income (Loss)

(In thousands)

		Common Stock						Additional			Deferred
								Paid-In			Stock			Accumulated			Treasury			Comprehensive
		Shares			Amount			Capital			Expense			Deficit			Stock			Income (Loss)			Total
Balance, December 31, 2000			73,231		$	126		$	1,060,650		$	(100,862	)	$	(171,330	)	$	(133	)	$	(6,896	)	$	781,555
Exercise of stock options and warrants			561			—			6,406			—			—			—			—			6,406
Issuance of common stock for purchase of Luminent, Inc.’s minority interest			5,160			9			16,845			—			—			—			—			16,854
Issuance of common stock in connection with acquisitions			1,247			2			19,719			—			—			—			—			19,721
Issuance of common stock in a private placement			2,529			4			19,501			—			—			—			—			19,505
Fair value of stock options issued for an investment			—			—			508			—			—			—			—			508
Fair value of stock options issued to a non-employee			—			—			535			—			—			—			—			535
Forfeited stock options			—			—			(13,038	)		6,733			—			—			—			(6,305	)
Deferred stock expense			—			—			7,816			(7,816	)		—			—			—			—
Amortization of deferred stock expense			—			—			—			75,601			—			—			—			75,601
Comprehensive loss:
	Net loss		—			—			—			—			(326,353	)		—			—			(326,353	)
	Unrealized loss on interest rate swap		—			—			—			—			—			—			(3,198	)		(3,198	)
	Translation adjustment		—			—			—			—			—			—			(153	)		(153	)
Comprehensive loss																								(329,704	)
Balance, December 31, 2001			82,728			141			1,118,942			(26,344	)		(497,683	)		(133	)		(10,247	)		584,676
Exercise of stock options and warrants			50			—			131			—			—			—			—			131
Issuance of common stock in connection with acquisitions			4,996			8			7,044			—			—			—			—			7,052
Issuance of common stock in exchange for convertible subordinated notes			12,310			21			38,211			—			—			—			—			38,232
Purchase of treasury stock			(1,167	)		(2	)		—			—			—			(1,074	)		—			(1,076	)
Forfeited stock options			—			—			(14,693	)		2,990			—			—			—			(11,703	)
Amortization of deferred stock expense			—			—			—			18,307			—			—			—			18,307
Comprehensive income (loss):
	Net loss		—			—			—			—			(479,759	)		—			—			(479,759	)
	Realized loss on interest rate swap		—			—			—			—			—			—			3,198			3,198
	Translation adjustment		—			—			—			—			—			—			(4,582	)		(4,582	)
Comprehensive loss																								(481,143	)
Balance, December 31, 2002			98,917			168			1,149,635			(5,047	)		(977,442	)		(1,207	)		(11,631	)		154,476

47

MRV Communications, Inc.

Statements of Stockholders’ Equity and Comprehensive Income (Loss)

(In thousands)

		Common Stock					Additional			Deferred
							Paid-In			Stock			Accumulated			Treasury			Comprehensive
		Shares			Amount		Capital			Expense			Deficit			Stock			Income (Loss)			Total
Balance, December 31, 2002			98,917			168		1,149,635			(5,047	)		(977,442	)		(1,207	)		(11,631	)		154,476
Exercise of stock options and warrants			758			1		1,752			—			—			—			—			1,753
Issuance of common stock in connection with private placement			1,667			3		4,982			—			—			—			—			4,985
Issuance of common stock in exchange for convertible subordinated notes			4,237			7		11,445			—			—			—			—			11,452
Purchase of treasury stock			(138	)		—		—			—			—			(145	)		—			(145	)
Forfeited stock options			—			—		(12,945	)		1,369			—			—			—			(11,576	)
Amortization of deferred stock expense			—			—		—			3,478			—			—			—			3,478
Comprehensive income (loss):
	Net loss		—			—		—			—			(26,988	)		—			—			(26,988	)
	Translation adjustment		—			—		—			—			—			—			2,693			2,693
Comprehensive loss																							(24,295	)
Balance, December 31, 2003			105,441		$	179	$	1,154,869		$	(200	)	$	(1,004,430	)	$	(1,352	)	$	(8,938	)	$	140,128

The accompanying notes are an integral part of these financial statements.

48

MRV Communications, Inc.

Statements of Cash Flows

(In thousands)

				Year Ended December 31,
				2003			2002			2001
Cash flows from operating activities:
	Net loss			$	(26,988	)	$	(479,759	)	$	(326,353	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation and amortization			11,411			16,169			140,554
		Amortization of deferred stock expense, net of forfeited options			(8,098	)		6,604			69,831
		Provision for doubtful accounts			1,829			2,188			5,654
		Deferred income taxes			43			20,592			15,134
		Loss on extinguishment of debt			5,438			1,363			—
		Impairment of goodwill and other intangibles			356			72,697			—
		Cumulative effect of an accounting change			—			296,355			—
		Loss on termination of interest rate swap			—			3,198			—
		Extraordinary gain			(1,950	)		—			(9,949	)
		(Gain) loss on disposition of property and equipment			306			243			(178	)
		Impairment of long-lived assets			—			17,038			7,787
		Impairment of cost and equity method investments			—			11,741			9,166
		Loss on equity method subsidiaries			—			4,283			10,790
		Minority interests’ share of income			(80	)		230			(11,557	)
	Changes in operating assets and liabilities, net of effects from acquisitions:
		Time deposits			1,378			1,843			46,840
		Accounts receivable			(4,328	)		1,946			1,953
		Inventories			(3,104	)		24,613			19,697
		Other assets			6,540			11,404			4,532
		Accounts payable			5,503			(6,996	)		(7,502	)
		Accrued liabilities			(4,136	)		(7,280	)		1,321
		Deferred revenue			(196	)		(215	)		2,695
		Other current liabilities			(1,236	)		375			(4,563	)
			Net cash used in operating activities		(17,312	)		(1,368	)		(24,148	)
Cash flows from investing activities:
	Purchases of property and equipment				(2,380	)		(13,947	)		(19,923	)
	Proceeds from sale of property and equipment				449			323			453
	Purchases of investments				—			(4,150	)		(33,581	)
	Proceeds from sale of FOCI and QOI				—			5,735			—
	Proceeds from maturity of investments				6,259			33,426			—
	Investment in subsidiaries				(631	)		—			—
			Net cash provided by (used in) investing activities		3,697			21,387			(53,051	)

49

MRV Communications, Inc.

Statements of Cash Flows

(In thousands)

			Year Ended December 31,
			2003			2002			2001
Cash flows from financing activities:
	Net proceeds from issuance of convertible notes			22,950			—			—
	Net proceeds from issuance of common stock			6,738			131			25,911
	Payment for termination of interest rate swap			—			(3,198	)		—
	Borrowings on short-term obligations			49,902			63,303			39,034
	Payments on short-term obligations			(53,879	)		(66,368	)		(29,459	)
	Payments on long-term obligations			(583	)		(52,495	)		(2,718	)
	Repurchase of convertible subordinated notes			(26,522	)		(19,721	)		—
	Purchase of treasury stock			(145	)		(1,076	)		—
	Other long-term liabilities			549			(71	)		(820	)
		Net cash provided by (used in) financing activities		(990	)		(79,495	)		31,948
Effect of exchange rate changes on cash and cash equivalents				2,693			(4,582	)		(153	)
Net decrease in cash and cash equivalents				(11,912	)		(64,058	)		(45,404	)
Cash and cash equivalents, beginning of year				100,618			164,676			210,080
Cash and cash equivalents, end of year			$	88,706		$	100,618		$	164,676

The accompanying notes are an integral part of these financial statements.

50

MRV Communications, Inc.

Notes To Financial Statements

December 31, 2002

1. Description of Business

          MRV Communications, Inc, (a Delaware corporation, “MRV” or the “Company”) designs, manufactures, sells, distributes, integrates and supports network infrastructure equipment and services, and optical components. MRV conducts its business along three principal reportable segments: the networking group, the optical components groups and the development stage enterprise group. MRV’s networking group provides equipment used by commercial customers, governments and telecommunications service providers, and include switches, routers, network physical infrastructure equipment and remote device management equipment as well as specialized networking products for defense and aerospace applications. MRV’s optical components group designs, manufactures and sell optical communications components, primarily through its wholly owned subsidiary Luminent, Inc. These components include fiber optic transceivers, discrete lasers and laser emitting diodes, or LEDs, as well as components for Fiber-to-the-Premises, or FTTP, applications.

2. Summary of Significant Accounting Policies

     Principles of Consolidation

          The accompanying financial statements include the accounts of MRV and its wholly owned and majority owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. MRV consolidates the financial results of related development stage enterprises when it has effective control, voting control or has provided the entity’s working capital. When others invest in these enterprises reducing its voting control below 50%, MRV discontinues consolidation and uses the cost or equity method of accounting for these investments unless otherwise required.

     Foreign Currency

          Transactions originally denominated in other currencies are converted into U.S. dollars in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 52, “Foreign Currency Translation.” Increases or decreases in the resulting assets or liabilities, which are denominated in a foreign currency, are recorded as foreign currency gains and losses and are included in other income (expense) in determining net income (loss).

          For foreign operations with the local currency as the functional currency, assets and liabilities are translated from the local currencies into U.S. dollars at the exchange rate prevailing at the balance sheet date. Revenues, expenses and cash flows are translated at weighted average exchange rates for the period to approximate translation at the exchange rate prevailing at the dates those elements are recognized in the financial statements. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income (loss).

     Revenue Recognition

          MRV generally recognizes product revenue, net of sales discounts, returns and allowances, when persuasive evidence of an arrangement exits, delivery has occurred and all significant contractual obligations have been satisfied, the fee is fixed or determinable and collection in considered probable. Products are generally shipped “FOB shipping point” with no right of return. Sales of services and system support are deferred and recognized ratably over the contract period. Sales with contingencies, such as rights of return, rotation rights, conditional acceptance provisions and price protection, are rare and insignificant and are deferred until the contingencies have been satisfied or the contingent period has lapsed. MRV’s major revenue-generating products consist of: passive and active optical components; switches and routers; remote device management; and network physical infrastructure equipment.

51

          MRV generally warrants its products against defects in materials and workmanship for one year. The estimated cost of warranty obligations and sales returns and other allowances are recognized at the time of revenue recognition based on contract terms and prior claims experience.

     Cash, Cash Equivalents and Time Deposits

          MRV considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. MRV maintains cash balances and investments in highly qualified financial institutions. At various times such amounts are in excess of insured limits. Time deposits of $1.4 million and $2.8 million as of December 31, 2003 and 2002, respectively, are restricted by short-term obligations.

     Marketable Securities

          MRV accounts for its marketable securities, which are available for sale, under the provisions of SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” During 2003, MRV changed its investment classification from “held-to-maturity” to “available for sale.” The original cost of MRV’s marketable securities approximated fair market value as of December 31, 2003 and 2002. As of December 31, 2003 and 2002, short-term and long-term marketable securities consisted principally of U.S. Treasury Bonds, Municipal Bonds and Corporate Bonds. Marketable securities mature at various dates through 2004. Purchase, sales and maturities of securities are presented in the accompanying Statements of Cash Flows.

     Accounts Receivable

          As of December 31, 2003, 2002 and 2001, the allowance for doubtful accounts totaled $10.7 million, $15.0 million and $14.8 million, respectively. Increases in the allowance for doubtful accounts totaled $1.8 million, $2.2 million and $5.7 million for the years ended December 31, 2003, 2002 and 2001, respectively. Write-offs against the allowance for doubtful accounts totaled $6.1 million, $1.9 million and $335,000 for the years ended December 31, 2003, 2002 and 2001, respectively. If the financial condition of MRV’s customers were to deteriorate, resulting in their inability to make payments, additional provisions are recorded in that period.

          MRV, through foreign subsidiaries, has agreements with financial institutions to sell its receivables. At December 31, 2003, MRV is contingently liable for approximately $21.1 million relating to such receivables sold with recourse. There were no gain or loss on the sale of these receivables.

52

     Inventories

          Inventories are stated at the lower of cost or market and consist of material, labor and overhead. Cost is determined by the first in, first out method. Inventories consisted of the following as of December 31, 2003 and 2002 (in thousands):

	2003		2002
Raw materials	$	5,886	$	8,058
Work-in process		7,274		5,867
Finished goods		22,639		18,770
	$	35,799	$	32,695

     Property and Equipment

          Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, ranging from three to thirty-three years. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. Property and equipment consisted of the following as of December 31, 2003 and 2002 (in thousands):

		2003			2002
Property and equipment, at cost
	Land	$	57		$	48
	Building		3,674			3,070
	Machinery and equipment		43,611			52,844
	Furniture and fixtures		5,709			10,478
	Computer hardware and software		18,021			14,022
	Leasehold improvements		5,848			7,581
	Construction in progress		653			1,384
			77,573			89,427
	Less – accumulated depreciation and amortization		(52,157	)		(54,258	)
		$	25,416		$	35,169

     Goodwill and Other Intangibles

          MRV adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002. In accordance with SFAS No. 142, goodwill and intangible assets with indefinite lives will no longer be amortized, but instead will be measured for impairment at least annually, or when events indicate that impairment exists. Intangible assets that are determined to have definite lives will continue to be amortized over their useful lives (See Note 3, Goodwill and Other Intangible Assets).

     Investments

          MRV accounts for its investments in unconsolidated entities (see Note 2, Principles of Consolidation) under the provisions of Accounting Principles Board Opinions (“APB”) No. 18, “The Equity Method of Accounting for Investments in common stock,” and related interpretations. Unconsolidated investments, for which MRV does not have the ability to exercise significant influence over operating and financial polices, are accounted for under the cost method. Those investments, for which MRV does have the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method. In general, all investments in which MRV owns greater than 20% of the voting stock, are accounted for under the equity method. Cost and equity method investments totaled $3.1 million as of December 31, 2003 and 2002.

53

          Under the cost and equity method, a loss in value of an investment, which is deemed to be other than a temporary decline, is recognized. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity, which would justify the carrying amount of the investment. During the year ended December 31, 2002, MRV recognized impairment on investments totaling $11.7 million, which has been included in Other Expense, net.

     Impairment of Long-Lived Assets

          MRV evaluates its long-term assets, such as property and equipment and other long-term assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may be impaired. MRV considers events or changes such as product discontinuance, plant closures, product dispositions and history of operating losses or other changes in circumstances to indicate that the carrying amount may not be recoverable. The carrying value of an asset is considered impaired when the anticipated undiscounted cash flow from such assets is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value. Fair market value is determined using the anticipated cash flows discounted at a rate based on MRV’s weighted average costs of capital, which represents the blended after-tax costs of debt and equity.

          For the year ended December 31, 2002, MRV determined that $17.0 million in long-lived assets, primarily property and equipment, were impaired. This amount was determined to be impaired using the method discussed above. The remaining carrying values of the long-lived assets were determined to be realizable. This process and analysis requires management to use significant judgment and apply assumptions regarding the future cash flows expected to result from the use of the assets and the eventual disposition of such assets. While management believes the carrying value of its assets are realizable based on its analysis, changes in the assumptions used in its models could produce significantly different results. The impairment of long-lived assets of $17.0 million for the year ended December 31, 2002 has been included in the determination of operating loss in the accompanying Statements of Operations. The vast majority of these impairments were from our operating divisions segment. There were no significant impairment losses recorded for the years ended December 31, 2003 and 2001.

     Fair Value of Financial Instruments

          MRV’s financial instruments, including cash and cash equivalents, time deposits, short-term and long-term marketable securities, accounts receivable, accounts payable, accrued liabilities and short-term debt obligations are carried at cost, which approximates their fair market value due to the short-term nature of those instruments. The fair value of long-term debt obligations is estimated based on current interest rates available to MRV for debt instruments with similar terms, degrees of risk and remaining maturities. The carrying values of these obligations approximate their fair values.

     Product Development and Engineering

          Product development and engineering costs are charged to expense as incurred.

     Software Development Costs

          In accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed,” development costs related to software products are expensed as incurred until the technological feasibility of the product has been established. Technological feasibility in MRV’s circumstances occurs when a working model is completed. After technological feasibility is established, additional costs would be capitalized.

          MRV believes its process for developing software is essentially completed concurrent with the establishment of technological feasibility, and, accordingly, no software development costs have been capitalized to date.

54

     Advertising Costs

          Advertising costs are charged to expense as incurred.

     Income Taxes

          Deferred income tax assets and liabilities are computed based on the temporary differences between the financial statement and income tax bases of assets and liabilities using the statutory marginal income tax rate in effect for the years in which the differences are expected to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to period.

     Earnings (Loss) Per Share

          Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the sum of the weighted average number of common shares outstanding, plus all additional common shares that would have been outstanding if potentially dilutive securities or common stock equivalents had been issued. Stock options and warrants to purchase 10.0 million, 12.6 million and 12.5 million shares were not included in the computation of years 2003, 2002 and 2001 diluted loss per share because such stock options and warrants were considered anti-dilutive. Shares associated with MRV’s outstanding 5% Convertible Notes issued in June 2003 (“2003 Notes”) and 5% Convertible Subordinated Notes issued in June 1998 and paid in June 2003 (“1998 Notes”) were not included in the computation of loss per share as they are anti-dilutive.

     Stock-Based Compensation

          MRV accounts for its employee stock plan under the intrinsic value method prescribed by APB No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, and has adopted the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” and as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure, an amendment of FASB Statement No. 123.”

          SFAS No. 123, as amended by SFAS No. 148, permits companies to recognize, as expense over the vesting period, the fair value of all stock-based awards on the date of grant. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. Because MRV’s stock-based compensation plans have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, management believes that the existing option valuation models do not necessarily provide a reliable single measure of the fair value of awards from the plan. Therefore, as permitted, MRV applies the existing accounting rules under APB No. 25 and provides pro forma net loss and pro forma loss per share disclosures for stock-based awards made during the year as if the fair value method defined in SFAS No. 123, as amended, had been applied. Net loss and net loss per share for each of the three years in the period ended December 31, 2003 would have increased to the following pro forma amounts (in thousands, except per share data):

		2003			2002			2001
Net loss, as reported		$	(26,988	)	$	(479,759	)	$	(326,353	)
Additional compensation expense determined under the fair value based method			(23,520	)		(24,775	)		(24,874	)
Pro forma net loss		$	(50,508	)	$	(504,534	)	$	(351,227	)
Earnings per share:
	Basic and diluted net loss per share – as reported	$	(0.26	)	$	(5.25	)	$	(4.27	)
	Basic and diluted net loss per share – pro forma	$	(0.50	)	$	(5.52	)	$	(4.60	)

55

          The following assumptions were applied: (i) no expected dividend yield for all periods, (ii) expected volatility of 84% for 2003, 104% for 2002 and 191% for 2001, (iii) expected lives of 4 to 6 years for all years, (iv) and risk-free interest rates ranging from 2.69% to 6.73% for all years.

          MRV accounts for option and warrant grants to non-employees using the guidance prescribed by SFAS No. 123, FASB Interpretation No. (“FIN”) 44, “Accounting for Certain Transactions Involving Stock Compensation (an interpretation of APB Opinion No. 25),” and Emerging Issue Task Force (“EITF”) No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or In Conjunction with Selling, Goods, or Services,” whereby the fair value of such option and warrant grants are measured using the fair value at the earlier of the date at which the non-employee’s performance is completed or a performance commitment is reached.

          Deferred stock expense is being amortized using the graded vesting method over four years. Using this method, approximately 57%, 26%, 13% and 4%, respectively, of each option’s compensation expense is amortized in each of the four years following the date of grant. Deferred stock expense generated during 2001 was $7.1 million generated through acquisitions. Deferred stock expense generated during 2000 was $160.8 million of which $106.6 million was generated through acquisitions and $54.2 million was generated through stock options granted to Luminent’s former President and its former Chief Financial Officer (see Note 12, Stockholders’ Equity). There was no deferred stock expense generated for the years ended December 31, 2003 and 2002, respectively. For the year ended December 31, 2003, MRV recognized income from recapturing accelerated deferred stock expense due to terminations, net of the amortization of deferred stock expense of $3.5 million, totaling $8.1 million. Total amortization of deferred stock expense for the years ended December 31, 2002 and 2001 was $6.6 million and $69.8 million, respectively.

          During the three years in the period ended December 31, 2003, certain stock option holders ceased to be employees of MRV, either through termination or sale. Since MRV used the graded vesting method of accounting to recognize the compensation over the related employment period, MRV recognized deferred stock expense related to options that were unvested. For the years ended December 31, 2003, 2002 and 2001, MRV reversed $11.6 million, $11.7 million and $6.3 million, respectively, related to unvested, forfeited stock options for which compensation expense was previously recognized. Unamortized deferred stock expense totaling $1.4 million, $3.0 million and $6.7 million for the years ended December 31, 2003, 2002 and 2001, respectively, has been reversed to additional paid-in capital relating to these employees.

     Transactions with Stock of a Subsidiary

          In September 2003, MRV acquired 666,666 shares of Series A Preferred Stock, or 1.9% additional ownership interest, in Charlotte’s Networks from a minority interest in exchange for $50,000 in cash. This acquisition of a minority interest resulted in an extraordinary gain of $2.0 million for the year ended December 31, 2003. MRV’s ownership interest following this acquisition is approximately 60%. Charlotte’s Networks is included in MRV’s development stage enterprise group.

          On November 9, 2000, Luminent, a wholly-owned subsidiary of MRV, issued 12.0 million shares of its common stock for $12.0 per share, or $144.0 million, to complete its Initial Public Offering (“IPO”). As part of MRV’s plan to spin-off Luminent to MRV stockholders, the purchase price in excess of its book value, or $49.7 million has been included in Effect of Subsidiary Equity Transactions in MRV’s Statements of Stockholders’ Equity for the year ended December 31, 2000. In September 2001, MRV and Luminent jointly announced that MRV intended to acquire Luminent’s 8% minority interest (established through Luminent’s November 2000 IPO), and merge Luminent back into MRV through a short-form merger. It was determined that each Luminent stockholder would receive 0.43 shares of MRV common stock in exchange for their Luminent common stock. Additionally, all stock options to purchase Luminent common stock would be converted into stock options to purchase MRV’s common stock based on the same exchange ratio. The merger was completed in December 2001. MRV exchanged 5.2 million shares of common stock for 12.0 million shares of Luminent common stock. MRV’s shares had a fair value of $16.9 million, based on the average market price five days before and after the terms were determined. MRV recorded an extraordinary gain from the merger of $9.9 million, net of tax, which equals to the excess minority interest reduced by the fair value paid, net of the costs incurred to effect the merger.

56

     Recently Issued Accounting Standards

          In May 2003, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective as of July 1, 2003. The adoption of this pronouncement did not have a material impact on the results of operations or the financial position of MRV.

          In May 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of this pronouncement did not have a material impact on the results of operations or the financial position of MRV.

          In January 2003, the FASB issued FASB Interpretation No. (“FIN”) 46, “Consolidation of Variable Interest Entities,” which was originally effective on July 1, 2003. In December 2003, the FASB deferred the effective date for applying the provisions of FIN 46 to March 31, 2004 for interests held by public companies in variable interest entities or potential variable interest entities created before February 1, 2003. MRV has completed our evaluation of the provisions of FIN 46 and does not have any significant interests in variable interest entities. Accordingly, the adoption of FIN 46 did not have a material impact on the results of operations or the financial position of MRV.

     Use of Estimates

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

     Reclassifications

          Certain prior year amounts have been reclassified to conform to the current year presentation.

3. Goodwill and Other Intangible Assets

          As required by SFAS No. 142, MRV performed transitional impairment tests on goodwill and other intangibles assets with indefinite lives, which consisted of patents and assembled work forces, as of January 1, 2002. As a result of the impairment tests, MRV recorded a $296.4 million cumulative effect of an accounting change. Under SFAS No. 142, goodwill impairment exists if the net book value of a reporting unit exceeds its fair value. MRV, with the assistance of valuation experts, estimated the fair value of its reporting units using a combination of discounted cash flow analyses and comparisons with the market values of similar publicly traded companies.

          Included in MRV’s $296.4 million impairment was a $247.3 million charge related to the impairment of the goodwill associated with the Foreign Optical Components and Free-Space Optics reporting units. The Foreign Optical Components reporting unit included the goodwill generated from the FOCI Fiber Optic Communications, Inc. (“FOCI”) and Quantum Optech, Inc. (“QOI”) acquisitions (see Note 5, Disposition of Assets). The optical components, active and passive, markets continued to deteriorate and have contracted significantly. As a result, MRV determined that a significant portion of the goodwill acquired had been impaired. The goodwill impairment in the Free-Space Optics reporting unit reflected the significantly lower fair value calculated on the basis of reduced operating revenues and income as a result of a depressed market for those products.

          The remaining $49.1 million of impairment charge related to patents and assembled work forces associated with the Free-Space Optics reporting unit. The impairment of these patents and assembled work forces reflected the same circumstances as described above.

57

          During the third quarter of 2002 and in addition to the transitional impairment testing, MRV reviewed its remaining goodwill and other intangible assets as required annually pursuant to SFAS No. 142. This impairment reduced the carrying value of goodwill and other intangible assets by recording an impairment charge of $72.7 million, which consisted of $70.4 million relating to goodwill and $2.3 million relating to patents. MRV has determined that the annual impairment test will be performed on October 1st of each year. MRV, with the assistance of valuation experts, estimated the fair value of its reporting units using a combination of discounted cash flow analyses and comparisons with the market values of similar publicly traded companies. During 2003, MRV impaired $356,000 in goodwill from a foreign office that ceased operations. During the fourth quarter of 2003, MRV completed the annual review of its remaining goodwill and other intangible assets. With the assistance of valuation experts, MRV determined that no further reduction in the carrying value of its goodwill and intangible assets was necessary.

          The following table summarizes MRV’s identifiable intangible assets and goodwill balances as of December 31, 2003 and 2002 (in thousands):

		December 31, 2003							December 31, 2002
		Gross					Net		Gross					Net
		Carrying		Accum.			Carrying		Carrying		Accum.			Carrying
		Amount		Amort.			Amount		Amount		Amort.			Amount
Intangible assets subject to amortization:
	Patents	$	14,751	$	(14,751	)	$	—	$	14,751	$	(14,751	)	$	—
	Assembled work forces		537		(537	)		—		537		(537	)		—
	Customer contracts		720		(720	)		—		720		(720	)		—
	Other		230		(128	)		102		230		(95	)		135
			16,238		(16,136	)		102		16,238		(16,103	)		135
Intangible assets not subject to amortization:
	Goodwill		195,869		(165,904	)		29,965		195,644		(165,904	)		29,740
Goodwill and Other Intangibles		$	212,107	$	(182,040	)	$	30,067	$	211,882	$	(182,007	)	$	29,875

          The changes in the carrying amount of goodwill for the year ended December 31, 2003, are as follows: (in thousands):

					Optical		Development
		Networking			Components		stage
		Group			Group		enterprises		Total
Balance, December 31, 2002		$	29,740		$	—	$	—	$	29,740
	Goodwill acquired during year		581			—		—		581
	Impairment losses		(356	)		—		—		(356	)
Balance, December 31, 2003		$	29,965		$	—	$	—	$	29,965

58

          The results for the year ended December 31, 2001 do not reflect the provisions of SFAS No. 142. Had MRV adopted SFAS 142 on January 1, 2001, the reported loss before cumulative effect of an accounting change and net loss and the related per-share amounts would have been presented as follows (in thousands, except per share amounts):

			2003			2002			2001
Loss before extraordinary gain and cumulative effect of an accounting change, as reported			$	(28,938	)	$	(183,404	)	$	(336,302	)
	Goodwill amortization, net of tax			—			—			102,324
Pro forma loss before extraordinary gain and cumulative effect of an accounting change			$	(28,938	)	$	(183,404	)	$	(233,978	)
Earnings per share:
	Basic and diluted loss per share – as reported		$	(0.28	)	$	(2.01	)	$	(4.40	)
		Goodwill amortization, net of tax	$	—		$	—		$	1.34
	Basic and diluted loss per share – pro forma		$	(0.28	)	$	(2.01	)	$	(3.06	)
Net loss, as reported			$	(26,988	)	$	(479,759	)	$	(326,353	)
	Goodwill amortization, net of tax			—			—			102,324
Pro forma net loss			$	(26,988	)	$	(479,759	)	$	(224,029	)
Earnings per share:
	Basic and diluted net loss per share – as reported		$	(0.26	)	$	(5.25	)	$	(4.27	)
		Goodwill amortization, net of tax	$	—		$	—		$	1.34
	Basic and diluted net loss per share – pro forma		$	(0.26	)	$	(5.25	)	$	(2.93	)

     4.     Restructuring costs

          From November 9, 2000 through December 28, 2001, MRV owned approximately 92% of Luminent and approximately 8% of Luminent’s shares were publicly traded. During the second quarter of 2001, Luminent’s management approved and implemented a restructuring plan in order to adjust operations and administration as a result of the dramatic slowdown in the communications equipment industry generally and the optical components sector in particular. Major actions primarily involved the reduction of workforce, the abandonment of certain assets and the cancellation and termination of purchase commitments. MRV expects these actions to realign the business based on current and near-term growth rates. MRV expects that all actions stemming from the restructuring plan to be completed by the end of year 2004.

          Employee severance costs and related benefits of $1.3 million are related to approximately 750 layoffs through December 31, 2003, bringing Luminent’s total workforce to approximately 450 employees as of December 31, 2003. Affected employees came from all divisions and areas of Luminent. The majority of affected employees were in the manufacturing group.

59

          A summary of the restructuring costs and the remaining liability through and as of December 31, 2003 is as follows (in thousands):

					Closed and						Employee
		Asset			Abandoned			Purchase			Severance
		Impairments			Facilities			Commitments			Costs			Total
Original provision		$	10,441		$	2,405		$	6,173		$	1,281		$	20,300
	Utilized		(10,441	)		(615	)		(1,987	)		(847	)		(13,890	)
	Adjustments		—			—			(1,474	)		(434	)		(1,908	)
Balance, December 31, 2002			—			1,790			2,712			—			4,502
	Utilized		—			(1,854	)		(1,092	)		—			(2,946	)
	Adjustments		—			874			(1,305	)		—			(431	)
Balance, December 31, 2003		$	—		$	810		$	315		$	—		$	1,125

          Through December 31, 2003, MRV reduced $5.9 million in purchase commitments related to future liabilities based on its current negotiations with vendors, which resulted in the reversal of $1.3 million and $1.5 million in cost of goods sold for the years ended December 31, 2003 and 2002, respectively, and its fulfillment of purchase commitments for inventory and equipment that it previously reserved. The adjustments relating to closed and abandoned facilities that amounted to $874,000 in 2003 resulting from changes in MRV’s estimates of its continuing obligation. MRV did not reverse any amounts in cost of goods sold for the year ended December 31, 2001.

5. Disposition of Assets

          On October 15, 2002, MRV’s wholly owned subsidiary Luminent, in a single transaction, sold (i) 53.4 million shares of the capital stock of FOCI amounting to approximately 78% of the total issued and outstanding share capital of FOCI and (ii) 19.0 million shares of the capital stock of QOI, representing approximately 100% of the total issued and outstanding share capital of QOI. The purchasers consisted of employees of FOCI, including its President. Luminent continues to hold approximately 19.5% of the outstanding share capital of FOCI and no remaining ownership in QOI. The remaining ownership in FOCI has been recorded as a cost method investment in the accompanying Balance Sheet.

          The consideration received by Luminent for the sale of the FOCI and QOI shares, which was determined through arms’ length negotiations between Luminent and MRV on the one hand, and the purchasers on the other, consisted of $8.0 million in cash and $2.0 million in credit against future purchases of components. These net assets have been included in MRV’s optical components group segment.

60

          Prior to the sale of FOCI and QOI, MRV recorded an impairment loss on long-lived assets totaling $15.9 million, which was measured, based on the lower of its carrying amount or fair value less cost to sell. The fair value less cost to sell was based on the sale price described above. The adjusted carrying amounts of the major classes of assets and liabilities sold along with the consideration received as of October 15, 2002 were as follows (in thousands):

Consideration received:
	Cash	$	8,000
	Future product credit		2,000
			10,000
Assets and liabilities disposed of:
	Assets (primarily receivables, inventory and fixed assets)		36,322
	Liabilities (primarily short-term and long-term obligations)		(23,614	)
		$	12,708

          The loss on disposition of FOCI and QOI has been included in Other Expense, net in the accompanying Statement of Operations for the year ended December 31, 2002. Through December 31, 2003, MRV utilized $1.9 million of the future product credit, resulting in $86,000 remaining product credit available through October 2004.

6. Accrued Liabilities

          Accrued liabilities as of December 31, 2003 and 2002, consisted of the following (in thousands):

	2003		2002
Payroll and related	$	8,850	$	8,824
Product warranty		5,337		5,678
Restructuring		1,125		4,502
Other		10,211		12,538
	$	25,523	$	31,542

7. Income Taxes

          The provision for income taxes for each of the years ended December 31, 2003, 2002 and 2001, is as follows (in thousands):

		2003			2002			2001
Current:
	Federal	$	—		$	(329	)	$	(12,454	)
	State		(10	)		(3	)		(2,196	)
	Foreign		2,414			2,802			4,918
			2,404			2,470			(9,732	)
Deferred:
	Federal		—			11,870			11,278
	State		—			—			3,942
	Foreign		(43	)		(945	)		(1,013	)
			(43	)		10,925			14,207
		$	2,361		$	13,395		$	4,475

61

          The income tax provision (benefit) differs from the amount computed by applying the federal statutory income tax rate to income before taxes for each of the years ended December 31, 2003, 2002 and 2001, are as follows:

	2003			2002			2001
Income tax provision (benefit, at statutory federal rate)		(34	%)		(34	%)		(34	%)
State and local income taxes, net of federal income taxes effect		(6	%)		(1	%)		(6	%)
Permanent differences		24	%		31	%		28	%
Foreign taxes at rates different than domestic rates		25	%		1	%		(2	%)
Change in valuation allowance		—	%		6	%		15	%
		9	%		3	%		1	%

          The components of deferred income taxes as of December 31, 2003 and 2002 are as follows (in thousands):

		2003			2002
Allowance for doubtful accounts		$	994		$	3,015
Inventory reserve			10,425			13,474
Warranty reserve			771			1,244
Deferred stock expense			—			2,529
Accrued liabilities			2,610			9,069
Other			3,479			2,169
			18,279			31,500
	Valuation allowance		(18,279	)		(31,500	)
	Net short-term deferred income tax assets		—			—
Net operating losses			40,587			28,376
Tax credits			3,153			2,553
Depreciation and amortization			7,466			10,831
Investments			16,926			17,180
Capital loss carryforwards			88,717			88,501
Other			(136	)		5
			156,713			147,446
	Valuation allowance		(154,119	)		(144,809	)
	Net long-term deferred income tax assets		2,594			2,637
		$	2,594		$	2,637

          MRV records valuation allowances against its deferred tax assets, when necessary, in accordance with SFAS No. 109, “Accounting for Income Taxes.” Realization of deferred tax assets (such as net operating loss carryforwards and income tax credits) is dependent on future taxable earnings and is therefore uncertain. At least quarterly, MRV assesses the likelihood that its deferred tax asset balance will be recovered from future taxable income. To the extent management believes that recovery is unlikely, MRV establishes a valuation allowance against its deferred tax asset, increasing its income tax expense in the period such determination is made. During 2002, MRV recorded an additional valuation allowance (tax expense) totaling $21.2 million relating to the expected realization of its deferred income tax assets based on likely future recovery. Although realization is not assured, management believes it is more likely than not that the net deferred tax assets will be realized.

62

          As of December 31, 2003, MRV had federal and state net operating loss carryforwards available of $96.0 million and $136.0 million, respectively. For the year ended December 31, 2003, MRV generated additional federal and state net operating losses of $9.9 million and $6.0 million, respectively. For federal and state income tax purposes, the net operating losses are available to offset future taxable income through 2023 and 2023, respectively. Tax credits of $3.1 million and $2.5 million as of December 31, 2003 and 2002, respectively, expire in 2013. Capital loss carryforwards totaling $221.8 million as of December 31, 2003 and 2002, respectively, expire in 2007.

          In 1995, MRV, through a subsidiary in Israel, qualified for a program under which it is eligible for a tax exemption on its income for a period of ten years from the beginning of the benefits period. This benefit is due to expire in 2006. Due to operating losses at this subsidiary, no tax benefit was received for any of the years ended December 31, 2003, 2002 and 2001.

          MRV does not provide United States federal income taxes on the undistributed earnings of its foreign operations. MRV’s policy is to leave the income permanently invested in the country of origin. Such amounts will only be distributed to the United States to the extent any federal income tax can be fully offset by foreign tax credits.

8. Short-Term and Long-Term Obligations

          Short-term obligations consist of secured and unsecured lines of credit, short-term loans and notes entered into with certain financial institutions. As of December 31, 2003 and 2002, these short-term obligations totaled $2.7 million and $7.0 million, respectively. Certain assets of MRV’s subsidiaries have been pledged as collateral on these borrowings. The weighted average interest rate on these obligations was approximately 5% as of December 31, 2003 and 2002. These obligations are incurred and settled in the local currencies of the respective subsidiaries.

          Long-term debt consisted of secured notes payable to financial institutions bearing interest at rates ranging from 4.7% to 9.4%. Principal and interest is payable in monthly and quarterly installments through December 2005. As of December 31, 2003 and 2002, long-term debt totaled $404,000 and $783,000, respectively. As of December 31, 2003, $204,000 of long-term debt is due during 2004 with the remaining balance of $200,000 due in 2005.

9. Interest Rate Swap

          MRV entered into an interest rate swap (the “Swap”) in the second quarter of 2000 to effectively change the interest rate characteristics of its $50.0 million variable-rate term loan presented in Long-Term Debt, with the objective of fixing its overall borrowing costs. The Swap was considered to be 100% effective and was therefore recorded using the short-cut method. The Swap was designated as a cash flow hedge and changes in fair value of the debt were generally offset by changes in fair value of the related security, resulting in negligible net impact. The gain or loss from the change in fair value of the Swap as well as the offsetting change in the hedged fair value of the long-term debt were recognized in other comprehensive loss. In February 2002, MRV paid off the Long-Term Debt of $50.0 million and terminated the Swap. The realized loss on the Swap of $3.2 million has been recorded as interest expense and is included in other expense, net in the accompanying Statements of Operations for 2002.

10. Convertible Debt

          In June 2003, MRV completed the sale of $23.0 million principal amount of five-year 5% convertible notes due in 2008, to an institutional investor, in a private placement. The 2003 Notes bear interest at 5% per annum and are convertible into shares of MRV’s common stock at a conversion price of $2.32 per share. MRV is using the net proceeds from the sale of the 2003 Notes for general corporate purposes and working capital. Included in Other Expense, net in the accompanying Statements of Operations is interest expense related to these 2003 Notes that amounted to $672,000 for the year ended December 31, 2003.

63

          In June 1998, MRV issued $100.0 million principal amount of its 1998 Notes. During 2003, MRV retired $5.9 million principal amount of 1998 Notes in exchange for the issuance of 4.2 million shares of its common stock to the holders of these notes, resulting in a remaining outstanding balance of $26.0 million at maturity. On June 15, 2003, the balance of MRV’s outstanding 1998 Notes matured and MRV repaid and retired them. For 2003, MRV recorded a loss on the extinguishment of debt totaling $5.4 million, net of associated taxes, in other expense, net in the accompanying Statements of Operations. This loss was recognized in accordance with Emerging Issues Task Force Issue 02-15 released in September 2002. During the year ended December 31, 2002, MRV acquired $53.0 million in principal amount of these notes in exchange for its issuance of 12.3 million shares of its common stock and $19.7 million in cash to the holders of these notes. During 2002, MRV recognized a gain of $393,000 in connection with the extinguishment of debt. MRV incurred $809,000 and $3.2 million in interest expense relating to the 1998 Notes for 2003 and 2002, respectively.

11. Commitments and Contingencies

     Lease Commitments

          The Company leases all of its facilities and certain equipment under non-cancelable operating lease agreements expiring in various years through 2013. The aggregate minimum annual lease payments under leases in effect as of December 31, 2003 were as follows (in thousands):

Year Ending December 31,
2004		5,192
2005		4,332
2006		3,741
2007		3,012
2008		2,431
Thereafter		3,997
	$	22,705

          Annual rental expense under non-cancelable operating lease agreements for the years ended December 31, 2003, 2002 and 2001, was $6.0 million, $9.6 million and $8.8 million, respectively.

     Royalty Commitment

          Through subsidiaries in Israel, MRV is obligated to the Office of the Chief Scientist of the Government of Israel (Chief Scientist) with respect to the government’s participation in research and development expenses for certain products. Amounts received by MRV from the participation of the Chief Scientist were offset against the related research and development expenses incurred. Accordingly, MRV’s royalty to the Chief Scientist is calculated at a rate of 2% to 5% of sales of such products developed with the participation up to the dollar amount of such participation. MRV received participation from the Chief Scientist that amounted to $287,000 and $746,000 for the years ended December 31, 2003 and 2002, respectively. No participation was received for the year ended December 31, 2001. The remaining future obligation as of December 31, 2003 is approximately $1.4 million which is contingent on generating sufficient sales of selected product lines.

64

     Litigation

          MRV has received notices from third parties alleging possible infringement of patents with respect to product features or manufacturing processes. Management believes such notices are common in the communications industry because of the large number of patents that have been filed on these subjects. MRV’s policy is to discuss these notices with the senders in an effort to demonstrate that MRV’s products and/or processes do not violate any patents. From time to time, MRV has been involved in such discussions with IBM, Lucent, Ortel, Nortel, Rockwell, the Lemelson Foundation and Finisar. MRV does not believe that any of its products or processes violates any of the patents asserted by these parties and MRV further believes that it has meritorious defenses if any legal action is taken by any of these parties. However, if one or more of these parties was to assert a claim and gain a conclusion unfavorable to MRV such claims could materially and adversely affect the business, operating results and financial condition of MRV.

          MRV has been named as a defendant in lawsuits involving matters that MRV considers routine to the nature of its business. Management is of the opinion that the ultimate resolution of all such matters will not have a material adverse effect on the accompanying financial statements.

12. Stockholders’ Equity

     Authorized Shares

          On May 10, 2000, the Board of Directors and stockholders of MRV approved an increase in the authorized number of shares of its $0.0017 par value common stock from 80.0 million to 160.0 million shares relating to the two-for-one stock split distributed on May 26, 2000. MRV is authorized to issue up to 1.0 million shares of its $0.01 par value preferred stock, of which none is issued or outstanding as of December 31, 2003 and 2002.

          In October 2003, MRV issued and sold 1,667,000 shares of its common stock to several institutional investors, raising net proceeds of approximately $5.0 million. These shares were taken from its shelf registration statement that was declared effective by the SEC in June 2003, which registered $20.0 million of its common stock that MRV may issue and sell from time to time.

     Stock Repurchase Program

          On June 13, 2002, MRV announced that its Board of Directors had approved a program to repurchase up to 7.0 million shares of its common stock. As of December 31, 2003, MRV had repurchased 1.3 million shares of its common stock at a cost of $1.3 million through December 31, 2003. MRV can repurchase up to 5.7 million additional shares of its common stock under this program.

     Stock Options

          MRV has various stock option and warrant plans that provide for granting options and warrants to purchase shares of MRV’s common stock to employees, directors and non-employees performing consulting or advisory services for MRV. The plans provide for the granting of options, which meet the Internal Revenue Code requirements for qualification as incentive stock options, as well as nonstatutory options and are at the discretion of the board of directors. Under these plans, stocks option and warrant exercise prices generally equal the fair market value of MRV’s common stock at the date of grant. The options and warrants generally vest over three to five years with expiration dates ranging from six and ten years from the date of grant depending on the plan. The plans provide for the issuance of 6.2 million shares of common stock over the remaining life of the plans.

65

          In July 2000, Luminent and MRV entered into four-year employment contracts with the former President and former Chief Financial Officer (“CFO”) of Luminent. The agreements provide for annual salaries, performance bonuses and a combination of stock options to purchase common stock of MRV and Luminent. The former President received approximately 316,000 options to purchase shares of MRV common stock at $32.56 per share (a substantial discount) expiring in five years. The former CFO received approximately 22,000 options to purchase shares of MRV common stock at $33.44 per share (a substantial discount) expiring in five years. These options are immediately exercisable, however they provide for the repurchase in the event of voluntary termination. These grants have been accounted for under APB No. 25 and the intrinsic value (fair market value less exercise price) results in additional deferred stock compensation of approximately $10.8 million that is being amortized over the four-year vesting period. Furthermore, Luminent granted 4.8 million and 800,000 of its stock options to the former President and former CFO, respectively. The options are exercisable at $6.25 per share and vest over four years. These grants have been accounted for in accordance with APB No. 25 and the intrinsic value (original mid point of filing range, $14, less $6.25) resulted in aggregate deferred stock expense of approximately $43.4 million. The deferred stock expense is being amortized using the graded vesting method over four years. The deferred stock compensation incurred from the granting of MRV and Luminent options for a total of $54.2 million has been included in the consolidated financial statements of MRV.

          In June 2002 and September 2001, Luminent’s former CFO and former President, respectively, resigned. In connection with their resignations, they received severance packages, as defined in each of their employment agreements dated July 2000, providing for severance payments of approximately $335,000 and $1.0 million, respectively, and the immediate vesting of all outstanding MRV and Luminent stock options held on the date of resignation. The MRV and Luminent stock options are exercisable through July 12, 2004 and September 11, 2003, respectively. Additionally, an immediate recognition of deferred stock expense of $1.7 million and $18.9 million was recorded during the years ended December 31, 2002 and 2001, respectively, as a result of their resignations.

          Information with respect to MRV’s stock option and warrant plans is as follows (in thousands):

		2003					2002					2001
					Wtd. Avg.					Wtd. Avg.					Wtd. Avg.
		Shares			Ex. Price		Shares			Ex. Price		Shares			Ex. Price
Outstanding, beginning of year			12,626		$	6.90		12,549		$	9.93		12,110		$	11.28
	Granted		2,543		$	2.00		3,116		$	0.90		3,045		$	5.63
	Exercised		(758	)	$	2.31		(50	)	$	2.60		(561	)	$	11.42
	Cancelled and forfeited		(4,382	)	$	12.44		(2,989	)	$	13.47		(2,045	)	$	11.07
Outstanding, end of year			10,029		$	3.58		12,626		$	6.90		12,549		$	9.93
Exercisable, end of year			4,483		$	6.00		6,811		$	10.76		6,211		$	11.20
Weighted average fair value of options granted during year					$	1.58				$	0.83				$	9.79

66

          Information about MRV stock options outstanding at December 31, 2003 is summarized as follows (in thousands):

	Number				Wtd. Avg.	Number
	Outstanding		Wtd. Avg.		Remaining	Exercisable		Wtd. Avg.
Exercise Prices	as of 2003		Ex. Price		Contract Life	as of 2003		Ex. Price
$0.67 - $1.95		4,095	$	1.08	8.89 Years		759	$	0.94
$2.15 - $3.95		4,089	$	2.84	4.86 Years		2,331	$	2.79
$5.38 - $9.50		821	$	6.43	5.27 Years		625	$	6.55
$10.06 - $17.63		490	$	13.95	3.78 Years		334	$	14.44
$23.00 - $50.38		534	$	25.05	4.24 Years		434	$	24.88
		10,029	$	3.58	6.45 Years		4,483	$	6.00

13. Segment Reporting and Geographical Information

          MRV divides and operates its business based on three segments: the networking group, the optical components group and development stage enterprise group. The networking group designs, manufactures and distributes optical networking solutions and Internet infrastructure products. The optical components group designs, manufactures and distributes optical components and optical subsystems. The development stage enterprise group that MRV has created or invested in is developing optical components, subsystems and networks and products for the infrastructure of the Internet. Segment information is therefore being provided on this basis, which differs from prior period presentations.

          The accounting policies of the segments are the same as those described in the summary of significant accounting polices previously described. MRV evaluates segment performance based on revenues and operating expenses of each segment. As such, there are no separately identifiable segment assets nor are there any separately identifiable statements of operations data below operating income.

          Business segment revenues for the years ended December 31, 2003, 2002 and 2001, are as follows (in thousands):

	2003			2002			2001
Networking group	$	202,399		$	185,662		$	201,517
Optical components group		38,790			67,284			131,327
Development stage enterprise group		—			—			—
		241,189			252,946			332,844
Inter-segment adjustment		(2,206	)		(414	)		—
	$	238,983		$	252,532		$	332,844

67

          Revenues by product line for the years ended December 31, 2003, 2002 and 2001, are as follows (in thousands):

	2003		2002		2001
Optical passive components	$	14,838	$	28,693	$	39,010
Optical active components		39,037		51,343		97,653
Switches and routers		64,028		57,571		74,675
Remote device management products		16,626		17,361		18,987
Network physical infrastructure equipment		50,511		55,570		59,902
Services		21,612		21,444		18,934
Other networking products		32,331		20,550		23,683
	$	238,983	$	252,532	$	332,844

          For the years ended December 31, 2003, 2002 and 2001, MRV had no single customer that accounted for 10% or more of revenues. As of December 31, 2003 and 2002, MRV had no single customer that accounted for 10% or more of accounts receivable. MRV does not track customer revenue by region for each individual reporting segment.

          A summary of external revenue by geographical region for the years ended December 31, 2003, 2002 and 2001, is as follows (in thousands):

	2003		2002		2001
Americas	$	51,505	$	64,675	$	108,550
Europe		171,957		157,998		176,745
Asia Pacific		14,277		28,560		42,925
Other regions		1,244		1,299		4,624
	$	238,983	$	252,532	$	332,844

          Business segment operating loss for the years ended December 31, 2003, 2002 and 2001, are as follows (in thousands):

	2003			2002			2001
Networking group	$	(2,207	)	$	(58,764	)	$	(117,257	)
Optical components group		(11,110	)		(62,655	)		(161,613	)
Development stage enterprise group		(6,830	)		(24,067	)		(41,757	)
		(20,147	)		(145,486	)		(320,627	)
Inter-segment adjustment		8			(828	)		—
	$	(20,139	)	$	(146,314	)	$	(320,627	)

          Net loss before provision for income taxes for each of the three years ended December 31, 2003 is as follows (in thousands):

	2003			2002			2001
Domestic	$	(12,917	)	$	(143,119	)	$	(207,753	)
Foreign		(11,710	)		(323,245	)		(114,125	)
	$	(24,627	)	$	(466,364	)	$	(321,878	)

68

14. 401(K) Plans

          MRV has 401(K) savings plans (the Plans) at certain subsidiaries under which all eligible employees may participate. The Plans provide for MRV to make matching contributions to all eligible employees. For the years ended December 31, 2003, 2002 and 2001, approximately $627,000, $568,000 and $838,000, respectively, was charged as expense related to these plans.

15. Supplemental Statements of Cash Flow Information

          Supplemental Statements of Cash Flow information for each of the years ended December 31, 2003, 2002 and 2001 is as follows (in thousands):

		For the Years Ended December 31,
		2003		2002		2001
Supplemental disclosure of cash flow information:
	Cash paid during year for interest	$	2,464	$	2,168	$	10,549
	Cash paid during year for income taxes	$	3,098	$	2,724	$	5,323
Supplemental schedule of non-cash investing and financing activities:
	Common stock issued in connection with investments in subsidiaries	$	—	$	7,052	$	36,575
	Common stock issued in connection with exchange of 1998 Notes	$	6,014	$	31,647	$	—
	Decrease in fair value of interest rate swap	$	—	$	—	$	3,198
	Non-cash deferred stock expense	$	1,369	$	2,990	$	7,816
	Non-cash consideration received in sale of FOCI and QOI	$	—	$	2,000	$	—
	Fair value of stock options issued in connection with investment	$	—	$	—	$	503

69

16. Quarterly Financial Data (Unaudited)

			Three Months Ended
			Mar. 31,			June 30,			Sept. 30,			Dec. 31,
			2003			2003			2003			2003
Revenue			$	51,117		$	61,958		$	56,817		$	69,091
Cost of goods sold				36,514			42,133			38,397			47,849
Gross profit				14,603			19,825			18,420			21,242
Operating costs and expenses:
		Product development and engineering		8,736			6,890			8,088			7,258
		Selling, general and administrative		11,905			16,695			16,832			17,436
		Amortization of intangibles		13			3			9			8
		Impairment of goodwill and other intangibles		—			—			356			—
Total operating costs and expenses				20,654			23,588			25,285			24,702
Operating loss				(6,051	)		(3,763	)		(6,865	)		(3,460	)
Other income (expense), net				41			(5,445	)		(526	)		(450	)
Loss before minority interest, provision for taxes and extraordinary gain				(6,010	)		(9,208	)		(7,391	)		(3,910	)
Minority interest				(38	)		66			51			(21	)
Provision for taxes				428			493			412			1,028
Loss before extraordinary gain				(6,400	)		(9,767	)		(7,854	)		(4,917	)
	Extraordinary gain, net of tax			—			—			1,950			—
Net loss			$	(6,400	)	$	(9,767	)	$	(5,904	)	$	(4,917	)
Loss before extraordinary gain			$	(0.06	)	$	(0.10	)	$	(0.08	)	$	(0.05	)
Extraordinary gain, net of tax			$	—		$	—		$	0.02		$	—
Basic and diluted net loss per share			$	(0.06	)	$	(0.10	)	$	(0.06	)	$	(0.05	)
Basic and diluted weighted average shares outstanding				98,930			101,383			103,097			104,747

			Three Months Ended
			Mar. 31,			June 30,			Sept. 30,			Dec. 31,
			2002			2002			2002			2002
Revenue			$	62,418		$	61,627		$	60,833		$	67,654
Cost of goods sold				43,105			40,723			43,377			42,361
Gross profit				19,313			20,904			17,456			25,293
Operating costs and expenses:
		Product development and engineering		15,620			14,425			11,681			7,632
		Selling, general and administrative		23,539			24,320			21,365			20,823
		Amortization of intangibles		28			29			29			54
		Impairment of goodwill and other intangibles		—			—			72,697			—
		Impairment of long-lived assets		—			—			16,516			522
Total operating costs and expenses				39,187			38,774			122,288			29,031
Operating loss				(19,874	)		(17,870	)		(104,832	)		(3,738	)
Other expense, net				9,878			76			374			13,137
Loss before minority interest, provision for taxes and cumulative effect of an accounting change				(29,752	)		(17,946	)		(105,206	)		(16,875	)
Minority interest				105			(3	)		43			85
Provision for taxes				186			856			11,869			484
Loss before cumulative effect of an accounting change				(30,043	)		(18,799	)		(117,118	)		(17,444	)
	Cumulative effect of an accounting change			(296,355	)		—			—			—
Net loss			$	(326,398	)	$	(18,799	)	$	(117,118	)	$	(17,444	)
Loss before cumulative effect of an accounting change			$	(0.35	)	$	(0.21	)	$	(1.24	)	$	(0.18	)
Cumulative effect of an accounting change			$	(3.50	)	$	—		$	—		$	—
Basic and diluted net loss per share			$	(3.85	)	$	(0.21	)	$	(1.24	)	$	(0.18	)
Basic and diluted weighted average shares outstanding				84,789			90,319			94,351			95,811

70

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

          On June 17, 2002, the Board of Directors of the MRV Communications, Inc. (“MRV”) determined, upon the recommendation of its audit committee, to appoint Ernst & Young LLP as MRV’s independent public accountants, replacing Arthur Andersen LLP. MRV dismissed Arthur Andersen LLP on the same date. This determination followed MRV’s decision to seek proposals from independent public accountants to audit the financial statements of MRV.

          The audit reports of Arthur Andersen LLP on the consolidated financial statements of MRV as of and for the fiscal years ended December 31, 2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

          During the two most recent fiscal years of MRV ended December 31, 2001 and the subsequent interim period to June 17, 2002, there were no disagreements between MRV and Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Arthur Andersen LLP’s satisfaction, would have caused Arthur Andersen LLP to make reference to the subject matter of the disagreement in connection with its reports.

          None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the two most recent fiscal years of MRV ended December 31, 2001 and the subsequent interim period to June 17, 2002.

          During the two most recent fiscal years of MRV ended December 31, 2001 and the subsequent interim period to June 17, 2002, MRV did not consult with Ernst & Young LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

          MRV provided Arthur Andersen a copy of the foregoing disclosures. Exhibit 16.1 to this Form 10-K is a copy of Arthur Andersen’s letter dated June 17, 2002 stating that it has found no basis for disagreement with such statements.

ITEM 9a. CONTROLS AND PROCEDURES

Evaluation Of Disclosure Controls And Procedures

          As of the end of the period covered by this report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by the report on Form 10-K, our disclosure controls and procedures are effective in timely alerting them to material information relating to MRV (including its consolidated subsidiaries) required to be included in MRV’s Exchange Act filings.

Changes In Internal Controls

          There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

71

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          The executive officers and directors of the Registrant at February 15, 2004 are as follows:

Name	Age		Position
Noam Lotan		52	President, Chief Executive Officer and Director
Shlomo Margalit		62	Chairman, Chief Technical Officer and Secretary
Shay Gonen		38	Chief Financial Officer
Near Margalit		31	Chief Executive Officer, Luminent, Inc.
Igal Shidlovsky		67	Director
Guenter Jaensch		65	Director
Professor Daniel Tsui		65	Director
Professor Baruch Fischer		53	Director

          Noam Lotan has been the President, Chief Executive Officer and a Director of the Company since May 1990 and became Chief Financial Officer of the Company in October 1993, in which position he served until June 1995. From March 1987 to January 1990, Mr. Lotan served as Managing Director of Fibronics (UK) Ltd., the United Kingdom subsidiary of Fibronics International Inc. (“Fibronics”), a manufacturer of fiber optic communication networks. The Company purchased the Fibronics business in September 1996. From January 1985 to March 1987, Mr. Lotan served as a Director of European Operations for Fibronics. Prior to such time, Mr. Lotan held a variety of sales and marketing positions with Fibronics and Hewlett-Packard. Mr. Lotan holds a Bachelor of Science degree in Electrical Engineering from the Technion, the Israel Institute of Technology, and a Masters degree in Business Administration from INSEAD (the European Institute of Business Administration, Fontainebleau, France).

          Dr. Shlomo Margalit a founder of the Company, has been Chairman of the Board of Directors and Chief Technical Officer since the Company’s inception in July 1988. From May 1985 to July 1988, Dr. Margalit served as a founder and Vice President of Research and Development for LaserCom, Inc. (“LaserCom”), a manufacturer of semiconductor lasers. From 1982 to 1985, Dr. Margalit served as a Senior Research Associate at the California Institute of Technology (“Caltech”), and from 1976 to 1982, a Visiting Associate at Caltech. From 1972 to 1982, Dr. Margalit served as a faculty member and Associate Professor at the Technion. During his tenure at the Technion, Dr. Margalit was awarded the “Israel Defense” prize for his work in developing infrared detectors for heat guided missiles and the David Ben Aharon Award for Novel Applied Research. Dr. Margalit holds a Bachelor of Science degree, a Masters degree and a Ph.D. in Electrical Engineering from the Technion.

          Shay Gonen became Chief Financial Officer in September 2001. Since September 1996, Mr. Gonen has served in various executive capacities for certain MRV subsidiaries, including as the Vice President of Finance, Chief Financial Officer and Secretary of Optical Access, Inc. from September 2000; as General Manager of European Activity for Fiber Driver from January 1999 to September 2000; as Chief Operating Officer of Fiber Driver Communications from September 1996 to December 1998. Mr. Gonen served as Vice President of Operations and Finance for Silver Arrow, L.P. from April 1994 to September 1996. Mr. Gonen holds a B.S. degree in industrial engineering from the Technion, and an M.B.A. degree from Bar-Ilan University in Tel Aviv.

72

          Near Margalit, Ph.D. re-joined MRV in May 2002 as Vice President of Marketing and Business Development. From 1998 until re-joining MRV, Dr. Margalit was founder, Chairman and Chief Technology Officer for Zaffire, Inc., a DWDM Metro Platform company, which was acquired by Centerpoint in October 2001. At Zaffire, Dr. Margalit was responsible for product vision and architecture of integrating DWDM and SONET technology. Prior to founding Zaffire, Dr. Margalit was employed by MRV, both in the optical component and networking divisions. Dr. Margalit holds a B.S. in applied physics from Caltech and a Ph.D. in optoelectronics from the University of California, Santa Barbara. In February 2003, Dr. Margalit was appointed Chief Executive Officer of Luminent, Inc.

          Dr. Igal Shidlovsky became a Director of the Company in May 1997. Dr. Shidlovsky serves as Managing Director of Global Technologies, an investment and consulting organization, which he founded in 1994. He has extensive management and consulting experience with international companies and start up technology companies. From 1982 to 1991, Dr. Shidlovsky was a Director of Sentex Sensing Technologies. Dr. Shidlovsky held several executive positions including Vice President Corporate Development at Siemens Pacesetter, a division of Siemens AG Medical Group, Director of Strategic Planning and Technology Utilization, and Director of the Microelectronics Department at Siemens Corporate Research. From 1969 to 1982 he was with RCA Laboratories, a leading electronic R&D organization. Dr. Shidlovsky holds a Bachelor of Science degree in Chemistry from the Technion and Master and Ph.D. degrees from the Hebrew University in Israel.

          Dr. Guenter Jaensch became a Director of the Company in December 1997. Dr. Jaensch serves as President of Jaensch Enterprises, a firm engaged in management and project consulting, and serves as Chairman of the Board for Biophan Technologies, Inc. For over 20 years, he held executive positions with Siemens or its subsidiaries in Europe and the United States. Among his assignments were service as President of Siemens Communications Systems, Inc.; President and Chairman of Siemens Corporate Research and Support, Inc.; Chairman and Chief Executive Officer at Siemens Pacesetter, Inc.; and head of the Cardiac Arrhythmia Division of Siemens AG Medical Group. Dr. Jaensch also served as Director of Siemens Accounting and Budgeting operations and as controller of Siemens Data Processing Group. Dr. Jaensch holds a Masters degree in Business Administration and Ph.D. degree in Business and Finance from the University of Frankfurt; he also taught business at the University of Frankfurt.

          Professor Daniel Tsui is the Arthur Le Grand Doty Professor of Electrical Engineering at Princeton University and was awarded the 1998 Nobel Prize in Physics for the discovery and explanation of the fractional quantum Hall effect. Professor Tsui was a recipient of the American Physical Society 1984 Buckley Prize, the 1998 Benjamin Franklin Medal and was elected to the National Academy of Sciences. He is a fellow of the American Physical Society and the American Association for the Advancement of Science. He is currently engaged in research activity relating to properties of thin films and microstructures of semiconductors and solid-state physics. He received his Ph.D. in physics from the University of Chicago in 1967 and for 13 years was with Bell Laboratories before joining Princeton University, where has been for more than 20 years.

          Professor Baruch Fischer currently serves as Dean of the Electrical Engineering Faculty at the Technion. Professor Fischer’s current Research Activities include solid state devices, lasers and optical amplifiers; WDM technology; fiber gratings; “all optical” networks; non-linear effect in fiber, wave mixing; and optical computing, optical data storage and optical image processing. He has authored or co-authored approximately 180 papers and holds several patents in the field of optics and opto-electronics. He received his Ph.D. from Bar-Ilan University, Israel in 1980. He subsequently became a Post-Doctorate Fellow at CalTech and joined the faculty of the Technion in 1983.

          Each director is elected for a period of one year at MRV’s annual meeting of stockholders and serves until the next annual meeting and until his successor is duly elected and qualified. Officers are elected by, and serve at the discretion of, the board of directors, subject to relevant employment agreements. Except for Dr. Near Margalit, who is the son of Dr. Shlomo Margalit, none of the Directors of MRV are related by blood, marriage or adoption to any of MRV’s Directors or executive officers.

73

     Compliance with Section 16(a) of the Securities Exchange Act of 1934

          Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Directors, executive officers and 10% or greater stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) forms they file.

          We believe, based solely on a review of the copies of such reports furnished to the Company, that each report required of the Company’s executive officers, directors and 10% or greater stockholders was duly and timely filed during the year ended December 31, 2003.

     Code of Business Conduct and Corporate Governance

          We have adopted a Code of Business Conduct and Corporate Governance that applies to all of our directors, officers and employees. In compliance with the applicable rules of the SEC, special ethics obligations of our Chief Executive Officer, Chief Financial Officer, Controller and other employees who perform financial or accounting functions are set forth in the section of our Code of Business Conduct and Corporate Governance, entitled Special Ethics Obligations of Employees with Financial Reporting Responsibilities. The Code is available through our web site at www.mrv.com. Printed copies are available free of charge and may be requested by contacting our Investor Relations Department either by mail at our corporate headquarters, by telephone at (818) 886-6782 or by e-mail at if@mrv.com.

          We intend to satisfy the disclosure requirements under the Securities Exchange Act of 1934, as amended, regarding an amendment to, or a waiver from, our Code of Business Conduct and Corporate Governance by posting such information on our web site at www.mrv.com.

     Audit Committee Financial Expert

          Our Board of Directors has determined that at least one person serving on the Audit Committee is an “audit committee financial expert” as defined under Item 401(h) of Regulation S-K and Rule 4200(a)(15) of the Nasdaq Marketplace Rules. Dr. Guenter Jaensch, the Chairman of the Audit Committee, is an “audit committee financial expert” and is independent as defined under Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act.

74

ITEM 11. EXECUTIVE COMPENSATION

          The following table shows information regarding the total compensation paid to the Chief Executive Officer and each of its other executive officers whose total annual compensation exceeds $100,000 (collectively, the “Named Executive Officer”) for services rendered to MRV in all capacities during each of the past three fiscal years.

								Long-term
								Compensation
								Securities
								Underlying –		All Other
		Year		Salary		Bonus		Options (#)		Compensation
Noam Lotan			2003	$	150,000	$	—		20,000	$	—
President and Chief Executive Officer			2002	$	150,000	$	—		112,000	$	—
			2001	$	100,000	$	—		98,000	$	—
Shlomo Margalit			2003	$	110,000	$	—		—	$	—
Chairman, Chief Technical Officer			2002	$	110,000	$	—		—	$	—
	and Secretary		2001	$	110,000	$	—		—	$	—
Shay Gonen			2003	$	155,000	$	25,000		50,000	$	—
Chief Financial Officer			2002	$	146,346	$	18,000		64,500	$	—
			2001	$	128,955	$	—		100,000	$	—
Near Margalit			2003	$	160,000	$	—		20,000	$	—
Chief Executive Officer,			2002	$	113,847	$	15,000		190,000	$	—
	Luminent, Inc.		2001		N/A		N/A		N/A		N/A

75

     Option Grants in Last Fiscal Year

          This table gives information about stock options granted during 2003 to the Named Executive Officers, including potential realizable values. The actual amount realized upon exercise of stock options will depend upon the amount by which the market price of common stock on the date of exercise is greater than the exercise price. If the market price of common stock does not increase above the exercise price at the time of exercise, realized value to the named executives from these options will be zero.

										Potential Realizable
										Value at Assumed Annual
										Rate of Stock
										Appreciation for Option
										Term
	Number of		Percentage
	Securities		of Total
	Underlying		Options
	Options		Granted to			Exercise
	Granted		Employees in 2003			Price ($/sh)		Expiration Date		5% (1)		10% (1)
Noam Lotan		20,000		0.8	%	$	3.35		12/29/2013	$	36,939	$	90,982
Shlomo Margalit		—		—		$	—		N/A	$	—	$	—
Shay Gonen		30,000		1.2	%	$	1.38		5/5/2013	$	22,825	$	56,219
		20,000		0.8	%	$	3.35		12/29/2013	$	36,939	$	90,982
Near Margalit		20,000		0.8	%	$	3.35		12/29/2013	$	36,939	$	90,982

(1) The dollar amounts under these columns are the result of calculations assuming the price of MRV’s common stock on the date of the grant of the option increases at the hypothetical 5% and 10% rates set by the SEC for the term of the option. Neither the amounts reflected nor the rates applied are intended to forecast possible future appreciation, if any, of the Company’s stock price.

     Fiscal Year End Option Values

          No options were exercised by any of the Named Executive Officers during 2003. The following table provides certain information concerning MRV stock options held by the Named Executive Officers at December 31, 2003:

	Number of Shares Underlying				Value of Unexercised
	Unexercised Options at				In-The-Money Options at
	December 31, 2003				December 31, 2003 (1)
	Exercisable		Unexercisable		Exercisable		Unexercisable
Noam Lotan		42,200		187,800	$	42,230	$	361,010
Shlomo Margalit		—		—		—		—
Shay Gonen		86,625		158,375		119,946		271,986
Near Margalit		47,500		162,500		126,350		387,250

(1) Based on the difference between the closing price of MRV common stock on December 31, 2003 and the exercise price.

76

     Employment Agreements

          In March 1992, MRV entered into three-year employment agreements with Mr. Lotan and Dr. Margalit. Upon expiration, these agreements automatically renew for one-year terms unless either party terminates them by giving the other three months’ notice of non-renewal prior to the expiration of the current term. Pursuant to the agreements, Mr. Lotan serves as President, Chief Executive Officer and a Director of MRV and Dr. Margalit serves as Chairman of the Board of Directors, Chief Technical Officer and Secretary. Mr. Lotan and Dr. Margalit receive base annual salaries of $100,000 and $150,000, respectively and each is entitled to receive a bonus determined and payable at the discretion of the board of directors upon the recommendation of the Compensation Committee of the Board. Recommendations with respect to bonus levels are based on achievement of specified goals, such as new product introductions, profitability levels, revenue goals, market expansion and other criteria as established by the Compensation Committee.

          Each officer also receives employee benefits, such as vacation, sick pay and insurance, in accordance with MRV’s policies, which are applicable to all employees. MRV has obtained and is the beneficiary of, key man life insurance policies in the amount of $1,000,000 on the lives of each of Dr. Margalit and Mr. Lotan. All benefits under these policies will be payable to MRV upon the death of an insured.

     Compensation of Outside Directors

          Outside directors, i.e., directors who are not employees of MRV, receive cash compensation of $800 per month and $500 for each board of directors’ meeting attended, while serving as Directors. In June 2003, MRV granted to each outside director options to purchase 24,000 shares of its common stock at exercise prices ranging from $1.94 per share to $2.18 per share. In September 2003, MRV granted to each outside director options to purchase 9,000 shares of its common stock at $2.75 per share. In June and December 2003, MRV granted to Dr. Shidlovsky additional options to purchase 12,000 shares of its common stock at $1.94 per share and 10,000 shares of its common stock at $3.35 per share, respectively. In December 2003, MRV granted to Dr. Jaensch additional options to purchase 10,000 shares of its common stock at $3.35 per share.

     Board Committees

          MRV’s board of directors has established the Compensation Committee, the Audit Committee and the Executive Committee. Below is a description of each committee of the Board of Directors. MRV does not have a standing nominating committee of the Board of Directors or a committee performing similar functions. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board of Directors has determined that each member of each committee meets the applicable laws and regulations regarding “independence” and that each member is free of any relationship that would interfere with his individual exercise of independent judgment.

          Audit Committee: The Audit Committee consists of Dr. Shidlovsky, Dr. Jaensch and Professor Tsui. The Audit Committee met four times during 2003. The Audit Committee assists the Board of Directors in its oversight of the quality and integrity of the accounting, auditing and reporting practices of MRV. The Audit Committee’s role includes discussing with management MRV’s processes to manage business and financial risk and for compliance with significant applicable legal, ethical and regulatory requirements. The Audit Committee is responsible for the appointment, replacement, compensation and oversight of the independent auditor engaged to prepare or issue audit reports on the financial statements of MRV. The Audit Committee relies on the expertise and knowledge of management and the independent auditor in carrying out its oversight responsibilities. The Board of Directors has determined that each Audit Committee member has sufficient knowledge in financial and auditing matters to serve on the Committee.

77

          Compensation Committee: The Compensation Committee consists of Dr. Shidlovsky and Dr. Jaensch. The Compensation Committee met four times during 2003. The primary responsibilities of the Compensation Committee are to (a) review and recommend to the Board the compensation of the Chief Executive Officer and other officers of MRV, (b) oversee and advise the Board on the adoption of policies that govern MRV’s compensation programs, (c) oversee MRV’s administration of its equity-based compensation and other benefit plans and (d) recommends to the Board the grants of stock options and stock awards to officers and employees of MRV under its stock plans. The Compensation Committee’s role includes producing the report on executive compensation required by SEC rules and regulations.

          Executive Committee: The Executive Committee consists of Mr. Lotan and Dr. Margalit. The Executive Committee met four times during 2003. The primary responsibility of the Executive Committee is to take any action that the Board is authorized to act upon, with the exception of the issuance of stock, the sale of all or substantially all of MRV’s assets and other significant corporate transactions.

     Compensation Committee Interlocks And Insider Participation

          No member of the Compensation Committee was, during 2003, an officer or employee of MRV or any of its subsidiaries; or was formerly an officer of MRV or any of its subsidiaries. During 2003, no executive officer of MRV served as an executive officer, director or member of the compensation committee (or other board committee performing equivalent functions, or in the absence of such committee, the entire board of directors) of another entity, one of whose executive officers served as a member of the Compensation Committee or as a director of MRV.

78

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The following table sets forth information known to MRV with respect to beneficial ownership of MRV common stock as of February 15, 2004 for (i) each current director, (ii) MRV’s Chief Executive Officer and each of the Named Executive Officers and (iii) all executive officers and directors as a group. The table below indicates the number of shares owned by each person known to MRV to be the beneficial owner of 5% or more of the outstanding shares of MRV’s common stock.

          Beneficial ownership is determined under the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned. The number of shares beneficially owned by each person or group as of February 15, 2004 includes shares of common stock that such person or group had the right to acquire on or within 60 days after February 15, 2004, including, but not limited to, upon the exercise of options. References to options in the footnotes of the table below include only options to purchase shares that were exercisable on or within 60 days after February 15, 2004. For each individual and group included in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the 105,471,625 shares of common stock outstanding on February 15, 2004 plus the number of shares of common stock that such person or group had the right to acquire on or within 60 days after February 15, 2004.

	Common Stock
Name and Address (1) of Beneficial Owner or	Number of				Percentage
Identity of Group	Shares				Ownership
Deutsche Bank, AG London Branch 31 West 52nd Street, New York, NY 10019		9,913,794	(2	)		8.6	%
Wellington Management Company, LLP 75 State Street, Boston, MA 02109		7,566,086	(3	)		6.7	%
Shlomo Margalit		3,245,660				3.0	%
Noam Lotan		1,512,624	(4	)		1.4
Shay Gonen		88,775	(5	)		*
Near Margalit		47,500	(6	)		*
Igal Shidlovsky		208,550	(7	)		*
Guenter Jaensch		162,000	(6	)		*
Professor Daniel Tsui		84,000	(6	)		*
Professor Baruch Fischer		84,000	(6	)		*
All executive officers and directors as a group		5,433,109	(8	)		4.9

* Less than 1%

(1)	Except as noted below, the address of each of the person listed is c/o MRV Communications, Inc., 20415 Nordhoff Street, Chatsworth, California 91311.
(2)	Consists of shares issuable pursuant to $23.0 million principle amount of five-year 5% convertible notes sold in June 2003. The notes are convertible into MRV’s common stock at a conversion price of $2.32 per share.
(3)	As reported in Schedule 13G/A filed on February 12, 2004 by Wellington Management Company, LLO (“WMC”), WMC reported that these securities are owned by various individual and institutional investors for which WMC serves as investment advisor with power to direct investments and/or sole power to vote the securities.
(4)	Includes 45,800 shares issuable pursuant to stock options exercisable within 60 days of February 15, 2004.
(5)	Includes 86,625 shares issuable pursuant to stock options exercisable within 60 days of February 15, 2004.
(6)	Consists of shares issuable upon exercise of stock options within 60 days of February 15, 2004.

79

(7)	Includes 204,250 shares issuable pursuant to stock options exercisable within 60 days of February 15, 2004.
(8)	Includes 714,175 shares issuable pursuant to stock options exercisable within 60 days of February 15, 2004.

     Equity Compensation Plan Information

          The table below set forth information with respect to shares of common stock that may be issued under our stock option and warrant plans as of December 31, 2003.

					Number of Securities
	Number of Securities				Remaining Available for
	to be Issued Upon		Weighted Average		Future Issuance Under Equity
	Exercise of		Exercise Price of		Compensation Plans
	Outstanding Options		Outstanding Options		(excluding securities
	and Warrants		and Warrants		reflected in column (a))
Plan Category	(a)		(b)		(c)
Stock option and warrant plans approved by security holders (1)		3,027,575	$	4.11		963,533
Stock option and warrant plans not approved by security holders (2), (3)		7,000,996	$	3.97		5,277,235
		10,028,571	$	4.02		6,240,768

(1) Includes the:

§	1992 Stock Option Plan (no securities available for future issuance); and
§	1997 Incentive and Nonstatutory Stock Option Plan.

(2) Includes the:

§	Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan
§	1998 Nonstatutory Stock Option Plan (no securities available for future issuance);
§	2001 MRV Communications, Inc. Stock Option Plan for Employees of Appointech, Inc. (no securities available for future issuance);
§	2000 MRV Communications, Inc. Stock Option Plan for Employees of AstroTerra Corporation (no securities available for future issuance);
§	Stock option agreement effective July 12, 2000 between the Company and Eric I. Blancho (no securities available for future issuance);
§	German Employee Warrant Program (no securities available for future issuance);
§	Stock option agreement dated March 1, 2002 between the Company and Candy Glazer (no securities available for future issuance);
§	MRV Communications, Inc. 2002 International Stock Option Plan (no securities available for future issuance);
§	Warrants provided to Nathan Shilo as trustee for employees and designated consultants of NBase Communications, Ltd. exercisable on July 19, 1996, July 13, 1997, July 13, 1998, February 1, 1998, January 2, 1998 and January 4, 1999 (no securities available for future issuance);
§	Italian Employees Warrant Program (no securities available for future issuance);

80

§	Stock option issued and outstanding on the effective date of the merger of Luminent under the Luminent Amended and Restated 2000 Stock Option Plan that were assumed by MRV and are exercisable for 0.43 shares of Common Stock for each share of Luminent held under the relevant option (no securities available for future issuance);
§	MRV Communications, Inc. 2002 Nonstatutory Stock Option Plan for Employees of Luminent, Inc. (no securities available for future issuance);
§	2000 MRV Communications, Inc. Stock Option Plan for Employees of Optonics International Corp. (no securities available for future issuance); and
§	Swedish Employees Warrant Program (no securities available for future issuance).

(3) See Note 15, Stockholders’ Equity – Stock Options to the Financial Statements included in Item 8 – Financial Statements and Supplementary Data.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Not applicable.

PART IV

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

          Ernst & Young LLP has audited MRV’s consolidated financial statements annually since 2002. The following is a summary of the fees billed to MRV by Ernst & Young LLP and Arthur Andersen LLP for professional services rendered for the years ended December 31, 2003 and 2002:

Fee Category	2003 Fees ($)		2002 Fees ($)
Audit Fees		628,000		643,000
Audit-Related Fees		24,000		5,000
Tax Fees		218,000		252,000
All Other Fees		—		—
Total Fees		870,000		900,000

          Audit Fees. Consists of fees billed for professional services rendered for the audit of MRV’s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Ernst & Young LLP in connection with statutory and regulatory filings or engagements.

          Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of MRV’s consolidated financial statements and are not reported under “Audit Fees.” These services include employee benefit plan audits, consultations in connection with acquisitions, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

          Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, tax audit defense and international tax planning.

          All Other Fees. Consists of fees for products and services other than the services reported above.

81

Policy On Audit Committee Pre-Approval Of Audit And Permissible Non-Audit Services Of Independent Auditors

          The Audit Committee’s policy is to pre-approve all audit and permissible non-audit related services provided by the independent audits. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

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

     (a)  (1) The financial statements and the Report of Ernst & Young LLP are included in Part II of this Form 10-K on the pages indicated:

	Form 10-K Page No.
Consolidated Financial Statements:
Report of Ernst & Young LLP, Independent Auditors		42
Statements of Operations for the years ended December 31, 2003, 2002 and 2001,		44
Balance Sheets as of December 31, 2003 and 2002		45
Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2003, 2002 and 2001,		47
Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001,		47
Notes to Financial Statements		51

          (2) All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

          (3) Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger by and between MRV Technologies, Inc. (a California corporation) and MRV Technologies, Inc. (a Delaware corporation), as amended (incorporated by reference to Exhibit 2a filed as part of Registrant’s Registration Statement on Form S-1 (File No. 33-48003)).
2.2	Certificate of Merger by and between MRV Technologies, Inc. (a California corporation) and MRV Technologies, Inc. (a Delaware corporation) (incorporated by reference to Exhibit 2b filed as part of Registrant’s Registration Statement on Form S-1 (File No. 33-48003)).
2.3	Certificate of Merger Merging Luminent, Inc. into MRV Sub Corp. (incorporated by reference to Exhibit 4.1 of MRV’s 8-K filed with the SEC on January 8, 2002).
3.1	Certificate of Incorporation, as amended (incorporated by referenced to Exhibit 3a filed as part of Registrant’s Registration Statement on Form S-1 (File No. 33-48003)).

82

Exhibit No.	Description
3.2	Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on March 20, 1996 (incorporated by reference to Exhibit 3.2 of MRV’s Form 10-Q for the quarter ended June 30, 1998 filed August 14, 1998).
3.3	Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on July 29, 1996 (incorporated by reference to Exhibit 3.3 of MRV’s Form 10-Q for the quarter ended June 30, 1998 filed August 14, 1998).
3.4	Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on November 19, 1998 (incorporated by reference to Exhibit 3.4 of MRV’s Form 10-K for the year ended December 31, 1998 filed March 31, 1999).
3.5	Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on May 11, 2000 (incorporated by reference to Exhibit 3.5 of MRV’s Form 10-K for the year ended December 31, 2000 filed April 17, 2001).
3.6	Bylaws (incorporated by reference to Exhibit 3b filed as part of Registrant’s Registration Statement on Form S-1 (File No. 33-48003)).
4.1	Specimen certificate of common stock (incorporated by reference to Exhibit 4.5 filed as part of Registrant’s Registration Statement on Form S-3 (File No. 333-64017).
10.1	Key Employee Agreement between MRV and Noam Lotan dated March 23, 1993 (incorporated by reference to Exhibit 10b(1) filed as part of Registrant’s Registration Statement on Form S-1 (File No. 33-48003)).
10.2	Letter amending Key Employee Agreement between MRV and Noam Lotan (incorporated by reference to Exhibit 10b(1)1 filed as part of Registrant’s Registration Statement on Form S-1 (File No. 33-48003)).
10.3	Letter amending Key Employee Agreement between MRV and Noam Lotan (incorporated by reference to Exhibit 10b(1)2 filed as part of Registrant’s Registration Statement on Form S-1 (File No. 33-48003)).
10.4	Key Employee Agreement between MRV and Shlomo Margalit (incorporated by reference to Exhibit 10b(3) filed as part of Registrant’s Registration Statement on Form S-1 (File No. 33-48003)).
10.5	Letter amending Key Employee Agreement between MRV and Shlomo Margalit (incorporated by reference to Exhibit 10b(3)1 filed as part of Registrant’s Registration Statement on Form S-1 (File No. 33-48003)).
10.6	Form of Letter amending Key Employee Agreement between MRV and Shlomo Margalit (incorporated by reference to Exhibit 10b(3)2 filed as part of Registrant’s Registration Statement on Form S-1 (File No. 33-48003)).
10.7	Standard Industrial/Commercial Single-Tenant Lease dated October 8, 1996 between MRV and Nordhoff Development relating to the premises located at 20415 Nordhoff Street, Chatsworth, California (incorporated by reference to Exhibit No. 10.23 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996 filed April 15, 1997).
10.8	New Lease dated February 22, 1993 by and between 495 Littleton Associates and Xyplex, Inc. relating to the premises located at 295 Foster Street, Littleton, Mass, Amendments Nos. 1 through 4 thereto (incorporated by reference to Exhibit No. 10.36 of Registrant’s Report on Form 10-K for the year ended December 31, 1997 filed April 15, 1998).
10.9	Fifth Amendment to Lease relating to the premises located at 295 Foster Street, Littleton, Mass. with attached Lease Guaranty of Registrant (incorporated by reference to Exhibit 10.31 of MRV’s Form 10-K for the year ended December 31, 1998 filed March 31, 1999).

83

Exhibit No.	Description
10.10	Under lease dated September 16, 1998 between Lowe Azure Limited, NBase Europe Gmbh and MRV relating to property at Unit 16, Campbell Court, Campbell Road, Bramley Basingstoke Hampshire, England (incorporated by reference to Exhibit 10.37 of MRV’s Form 10-K for the year ended December 31, 1998 filed March 31, 1999).
10.11	Standard Industrial/Commercial Single-Tenant Lease — Net dated December 1, 1998 by and between Radar Investments, Inc. and Registrant relating to the premises located at 8943 Fullbright Avenue, Chatsworth, California (incorporated by reference to Exhibit 10.38 of MRV’s Form 10-K for the year ended December 31, 1998 filed March 31, 1999).
10.12	Stock Option Agreement dated July 12, 2000 between Eric Blachno and the Registrant (incorporated by reference to Exhibit 10.7 filed with the Luminent, Inc. Registration Statement (file no. 333-42238) on Form S-1 on July 26, 2000).
10.13	2000 MRV Communications, Inc. Stock Option plan for Employees of Optronics International Corp. (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-8 filed with the SEC on October 13, 2000 (file no. 333-47898)).
10.14	Form of Stock Option Agreement for the 2000 MRV Communications, Inc. Stock Option Plan for Employees of Optronics International Corp. (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-8 filed with the SEC on October 13, 2000 (file no. 333-47898)).
10.15	2000 MRV Communications, Inc. Stock Option Plan for Employees of AstroTerra Corporation (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-8 filed with the SEC on October 13, 2000 (file no. 333-47900)).
10.16	Form of Stock Option Agreement for the 2000 MRV Communications, Inc. Stock Option Plan for Employees of AstroTerra Corporation (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-8 filed with the SEC on October 13, 2000 (file no. 333-47900)).
10.17	1997 Incentive and Nonstatutory Stock Option Plan, as amended (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed with the SEC on November 14, 2001).
10.18	Form of Stock Option Agreement under the 1997 Incentive and Nonstatutory Stock Option Plan (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on September 24, 1999 (file no. 333-87735)).
10.19	2001 MRV Communications, Inc. Stock Option Plan for Employees of Appointech, Inc. dated January 19, 2001 (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-8 filed with the SEC on October 9, 2001).
10.20	Form of Stock Option Agreement for the 2001 MRV Communications, Inc. Stock Option Plan for Employees of Appointech, Inc. (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-8 filed with the SEC on October 9, 2001).

84

Exhibit No.	Description
10.21	Lease Agreement dated January 30, 2001 between Abronson, Cole & Eisele, a California General Partnership and Luminent, Inc., relating to premises located at 850 Lawrence Drive (incorporated by reference to Exhibit 10.42 of Luminent, Inc.’s Form 10-Q filed with the SEC on May 15, 2001).
10.22	Lease Agreement dated July 13, 1999 between Nordhoff Industrial Complex and the Registrant, relating to premises located at 20550 Nordhoff Street (incorporated by reference to Exhibit 10.8 of Luminent, Inc.’s Registration Statement on Form S-1 filed with the SEC on July 26, 2000).
10.23	Lease Agreement dated November 11, 1997 by and among Kenneth R. Smith, Alice J. Smith and MRV Communications, Inc., relating to premises located at 8917 Fullbright Ave. (incorporated by reference to Exhibit 10.9 of Luminent, Inc.’s Registration Statement on Form S-1 filed with the SEC on July 26, 2000).
10.24	Extension to Lease Agreement referred to in Exhibit 10.32.
10.25	Amendment to Lease between Nordhoff Industrial and the Registrant dated December 14, 2001 relating to premises located at 20415 Nordhoff Street (incorporated by reference to Exhibit 10.65 of MRV’s Form 10-K filed with the SEC on March 21, 2002).
10.26	Non-statutory Stock Option Plan for Employees of Luminent, Inc. (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-8 filed with the SEC on February 1, 2002).
10.27	Form of Stock Option Agreement for Non-statutory Stock Option Plan for Employees of Luminent, Inc. (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-8 filed with the SEC on February 1, 2002).
10.28	Lease Agreement dated August 14, 2000 between George DeRado and Luminent, Inc. relating to the premises located at 20520 Nordhoff Street (incorporated by reference to Exhibit 10.69 of MRV’s Form 10-K filed with the SEC on March 21, 2002).
10.29	Candy Glazer Stock Option Agreement (incorporated by reference to Exhibit 4 of the Registration Statement on Form S-8 filed with the SEC on March 22, 2002).
10.30	Share Purchase Agreement dated September 30, 2002, by and among Luminent and Lin, Son-Fure (Steve), Chen, Chao Hsien (Goodman), Hou, Janpu Hsu and Jen Hsu (Rio) (incorporated by reference to Exhibit 2.1 of MRV’s Form 8-K filed with the SEC on October 23, 2002).
10.31	MRV Communications, Inc. 2002 International Stock Option Plan (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-8 filed with the SEC on February 1, 2002).
10.32	Form of Stock Option Agreement for MRV Communications, Inc. 2002 International Stock Option Plan (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-8 filed with the SEC on February 1, 2002).
10.33	Luminent, Inc. Amended and Restated 2000 Stock Option Plan (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-8 filed with the SEC on February 1, 2002).
10.34	Stock Option Agreement for Luminent, Inc. Amended and Restated 2000 Stock Option Plan (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-8 filed with the SEC on February 1, 2002).

85

Exhibit No.	Description
10.35	Securities Purchase Agreement dated as of June 1, 2003 between MRV Communications, Inc. and Deutsche Bank AG, London Branch, with form of Convertible Note attached as Exhibit A thereto (incorporated by reference to Exhibit 4.1 of registrant’s Current Report on Form 8-K filed June 3, 2003).
10.36	Amendment -1 to Convertible Note dated as of June 13, 2003 (incorporated by reference to Exhibit 4.3 of the Registration Statement on Form S-3 filed with the SEC on June 16, 2003 (file no. 333-106169)).
10.37	Registration Rights Agreement dated as of June 1, 2003 (incorporated by reference to Exhibit 4.1 of registrant’s Current Report on Form 8-K filed June 3, 2003).
10.38	Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-8 filed with the SEC on July 17, 2003 (file no. 333-107109)).
10.39	Form of Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan Stock Option Agreement (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-8 filed with the SEC on July 17, 2003 (file no. 333-107109)).
16.1	Letter regarding Change in Certified Accountant (incorporated by reference to Exhibit 16 of Registrant’s Form 8-K filed with the SEC on June 18, 2002).
21.1	Subsidiaries of Registrant.
23.1	Consent of Ernst & Young LLP, Independent Auditors.
23.2	Notice Regarding Consent of Arthur Andersen LLP.
25.1	Power of Attorney (included on signature page).
31.1	Certification of the Chief Executive Officer required by Rule 13a-14(a) of the Exchange Act.
31.2	Certification of the Chief Financial Officer required by Rule 13a-14(a) of the Exchange Act.
32.1	Certification pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350.

          (b) One report on Form 8-K was filed during the period covered by this Report. That Form 8-K Report, dated October 22, 2003 and filed on October 24, 2003, reported matters under Item 5 and Item 12.

86

SIGNATURE

          Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant certifies that it has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on March 3, 2004.

MRV COMMUNICATIONS, INC

By: /s/ Noam Lotan
Noam Lotan

President and Chief Executive Officer

By: /s/ Shay Gonen
Shay Gonen

Chief Financial Officer

87

POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Noam Lotan, his true and lawful attorney-in-fact and agent with full power of power substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign this Registration Statement, and to file any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Noam Lotan (Noam Lotan)	President and Chief Executive Officer (Principal Executive Officer)	March 3, 2004
/s/ Shlomo Margalit (Shlomo Margalit)	Chairman of the Board, Chief Technology Officer, and Secretary	March 3, 2004
/s/ Shay Gonen (Shay Gonen)	Chief Financial Officer (Principal Finance and Accounting Officer)	March 3, 2004
/s/ Igal Shidlovsky (Igal Shidlovsky)	Director	March 3, 2004
/s/ Guenter Jaensch (Guenter Jaensch)	Director	March 3, 2004
/s/ Daniel Tsui (Daniel Tsui)	Director	March 3, 2004
/s/ Baruch Fischer (Baruch Fischer)	Director	March 3, 2004

88 EX-21.1 3 v96963exv21w1.htm EXHIBIT 21.1

Exhibit 21.1

MRV COMMUNICATIONS, INC.

Subsidiaries of MRV

Subsidiary Name(1)	Jurisdiction of Organization
Appointech, Inc.	Republic of China
AstroTerra Corporation	California
Charlotte’s Networks, Inc.	Delaware
Creative Electronic Systems SA	Switzerland
EDSLan SpA	Italy
iTouch, Inc.	Massachusetts
Jolt Ltd.	Israel
Luminent, Inc.	Delaware
MRV Communications GmbH	Germany
NBase Communications, Ltd.	Israel
NBase Fibronics Ltd.	Israel
Maadne	Cyprus
Optical Crossing, Inc.	Delaware
Optronics International Corp.	Republic of China
Pedrena Enterprises BV	Netherlands
Tecnonet SpA	Italy
TurnKey Communications AG	Switzerland

(1) Twenty (20) foreign subsidiaries in the network communications business have been omitted. One (1) domestic and one (1) foreign subsidiary in the optical components business have been omitted.

89 EX-23.1 4 v96963exv23w1.htm EXHIBIT 23.1

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

          We consent to the incorporation by reference in the Registration Statements: (1) on Form S-8 pertaining to the 1992 Stock Option Plan (No. 33-96458), the Italian Employees Warrant Program (No. 333-87743), the Swedish Employees Warrant Program (No. 333-87741), the 1998 Nonstatutory Stock Option Plan (No. 333-87739), the 1997 Incentive And Nonstatutory Stock Option Plan (No. 333-87735), the German Employees Warrant Program (No. 333-87733), the 1992 Stock Option Plan (No. 333-87731), the Erick Blachno Stock Option (No. 333-44540), the 1997 Incentive And Nonstatutory Stock Option Plan (No. 333-47896), the 2000 MRV Communications, Inc. Stock Option Plan For Employees Of Optronics International Corp. (No. 333-47898), the 2000 MRV Communications, Inc. Stock Option Plan For Employees Of Astroterra Corporation. (No. 333-47900), the 2000 MRV Communications, Inc. Stock Option Plan For Employees Of Fiber Optic Communications, Inc. (No. 333-55328), the 2000 MRV Communications, Inc. Stock Option Plan For Employees Of Quantum Optech, Inc. (No. 333-55334), the 2001 MRV Communications, Inc. Stock Option Plan For Employees Of Appointech, Inc. (No. 333-71180), the MRV Communications, Inc. 2002 International Stock Option Plan (No. 333-81954), the MRV Communications, Inc. 2002 Nonstatutory Stock Option Plan For Employees Of Luminent, Inc. (No. 333-81958), the Luminent Inc. Amended And Restated 2000 Stock Option Plan And Eric Blachno Stock Option Agreement (No. 333-81950), the 1997 Incentive And Nonstatutory Stock Option Plan (No. 333-81956), the Candy Glazer Stock Option Agreement (No. 333-84784), and Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan (No. 333-107109); (2) on Form S-3 filings No. 333-86163, 333-17537, 333-44534, 333-71178, 333-106169 and 333-106177; and (3) on Form S-4 filing No. 333-44536; of MRV Communications, Inc. of our report dated February 5, 2003, with respect to the consolidated financial statements of MRV Communications, Inc. included in the Annual Report (Form 10-K) for the years ended December 31, 2003 and 2002.

/s/ ERNST & YOUNG LLP

Los Angeles, California
March 2, 2004

90 EX-23.2 5 v96963exv23w2.htm EXHIBIT 23.2

Exhibit 23.2

NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

          Section 11(a) of the Securities Act of 1933, as amended (the “Securities Act”), provides that if any part of a registration statement at the time such part becomes effective contains an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report or valuation which purports to have been prepared or certified by the accountant.

          As previously disclosed in the MRV Communication Inc.’s form 8-K filed on June 17, 2002, MRV dismissed Arthur Andersen LLP as its independent public accountants and announced that MRV had appointed Ernst & Young LLP to replace Arthur Andersen LLP as its independent public accountants.

          MRV’s understanding is that the staff of the Securities and Exchange Commission has taken the position that it will not accept consents from Arthur Andersen LLP if the engagement partner and the manager for the MRV Communications, Inc. audit are no longer with Arthur Andersen LLP. Both the engagement partner and the manager for the MRV Communications, Inc., audit are no longer with Arthur Andersen LLP. As a result, MRV has been unable to obtain Arthur Andersen LLP’s written consent to the incorporation by reference into the Registration Statements of its audit report with respect to MRV’s financial statements as of December 31, 2001 and for the year then ended.

          Under these circumstances, Rule 437a under the Securities Act permits MRV Communications, Inc. to file this Form 10-K without a written consent from Arthur Andersen LLP. As a result, however, Arthur Andersen LLP will not have any liability under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions of a material fact required to be stated therein. Accordingly, you would be unable to assert a claim against Arthur Andersen LLP under Section 11(a) of the Securities Act for any purchases of securities under the Registration Statements made on or after the date of this Form 10-K. To the extent provided in Section 11(b)(3)(C) of the Securities Act, however, other persons who are liable under Section 11(a) of the Securities Act, including MRV’s officers and directors, may still rely on Arthur Andersen LLP’s original audit reports as being made by an expert for purposes of establishing a due diligence defense under Section 11(b) of the Securities Act.

91 EX-31.1 6 v96963exv31w1.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
REQUIRED BY RULE 13A-14(a) OF THE EXCHANGE ACT

I, Noam Lotan, certify that:

1.     I have reviewed this Annual Report on Form 10-K of MRV Communications, 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 registrant’s board of directors (or persons performing the equivalent function):

a.	all significant deficiencies and material weakness in the design or operation of internal control our 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: March 3, 2004

/s/ Noam Lotan

Noam Lotan

President and Chief Executive Officer

92 EX-31.2 7 v96963exv31w2.htm EXHIBIT 31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
REQUIRED BY RULE 13A-14(a) OF THE EXCHANGE ACT

I, Shay Gonen, certify that:

1.     I have reviewed this Annual Report on Form 10-K of MRV Communications, 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 registrant’s board of directors (or persons performing the equivalent function):

a.	all significant deficiencies and material weakness 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: March 3, 2004

/s/ Shay Gonen

Shay Gonen

Chief Financial Officer

93 EX-32.1 8 v96963exv32w1.htm EXHIBIT 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
RULE 13A-14(B) AND 18 U.S.C. SECTION 1350

     In connection with the Annual Report of MRV Communications, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on March 3,2004, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his 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.

MRV COMMUNICATIONS, INC

By: /s/ Noam Lotan

Noam Lotan

President and Chief Executive Officer

By: /s/ Shay Gonen

Shay Gonen

Chief Financial Officer

94 -----END PRIVACY-ENHANCED MESSAGE-----

EX-21.1

MRV Communications, Inc.Exhibit 21.1

EX-23.1

MRV Communications, Inc.Exhibit 23.1

EX-23.2

MRV Communications, Inc.Exhibit 23.2

EX-31.1

MRV Communications, Inc.Exhibit 31.1

EX-31.2

MRV Communications, Inc.Exhibit 31.2

EX-32.1

MRV Communications, Inc.Exhibit 32.1