SOURCE: JDSU

JDSU

August 25, 2010 16:05 ET

JDSU Announces Fiscal 2010 Fourth Quarter and Year End Results

MILPITAS, CA--(Marketwire - August 25, 2010) - JDSU (NASDAQ: JDSU) (TSX: JDU) today reported results for its fourth fiscal quarter and year ended July 3, 2010.

Net revenue for the fourth fiscal quarter was $390.9 million and the net income was $1.5 million, or $0.01 per share. This compares to net revenue of $332.3 million and a net loss of $(11.9) million or $(0.05) per share for the prior quarter, and net revenue of $273.2 million and a net loss of $(63.6) million or $(0.29) per share for the fourth fiscal quarter of 2009.

For the full fiscal year 2010, net revenue of $1,363.9 million increased 6% from $1,283.3 million for fiscal 2009. The net loss for the year of $(61.8) million, or $(0.28) per share, decreased from a net loss of $(909.5) million, or $(4.22) per share, for fiscal 2009.

On a non-GAAP basis, net revenue for the fourth quarter was $398.1 million and net income for the quarter was $33.1 million, or $0.15 per share. This compares to non-GAAP net revenue of $332.9 million and net income of $23.2 million, or $0.10 per share for the prior quarter, and $274.1 million and net loss of $(1.5) million, or $(0.01) per share, for the fourth fiscal quarter of 2009. On a full year basis, fiscal 2010 non-GAAP revenue was $1,373.4 million and net income for the year was $91.9 million, or $0.41 per share. This compares to non-GAAP net revenue of $1,284.6 million and net income of $42.6 million, or $0.20 per share, for the fiscal year 2009.

"Fiscal 2010 was a year of accelerating revenue growth and portfolio expansion for JDSU," said Tom Waechter, JDSU's President and Chief Executive Officer. "We completed two important acquisitions and introduced a number of innovative products that resulted in higher market penetration. At the same time, we continued to execute against our stated strategic priorities, resulting in a more profitable operating model and sustained cash flow. We enter fiscal 2011 with order momentum and an industry-leading product portfolio."

Financial Overview - Fourth Fiscal Quarter Ended July 3, 2010

All numbers in this section are non-GAAP unless stated otherwise.

--  Net revenue of $398.1 million, which includes $15.7 million from the
    acquisition of the Network Solutions Division from Agilent
    Technologies, Inc., increased 20% compared to the prior quarter and
    increased 45% compared to the fourth quarter of fiscal 2009.
--  Gross margin was 45.5% compared to 44.1% in the prior quarter and 42.2%
    in fourth quarter of fiscal 2009.
--  Operating margin was 9.3% compared to 6.6% in the prior quarter and
    (1.2%) in fourth quarter of fiscal 2009.
--  Communications Test and Measurement revenue of $186.2 million increased
    28% compared to the prior quarter and increased 40% compared to the
    fourth quarter of fiscal 2009. Revenue from this segment represented
    47% of total net revenue.
--  Communications and Commercial Optical Products revenue of
    $157.3 million increased 22% compared to the prior quarter and
    increased 74% compared to the fourth quarter of fiscal 2009.  Revenue
    from this segment represented 39% of total net revenue.
    --  Optical Communications revenue of $134.7 million increased 23%
        compared to the prior quarter and increased 70% compared to the
        fourth quarter of fiscal 2009.
    --  Commercial Lasers revenue of $22.6 million increased 21% compared
        to the prior quarter and increased 98% compared to the fourth
        quarter of fiscal 2009.
--  Advanced Optical Technologies revenue of $54.6 million decreased 7%
    compared to the prior quarter and increased 8% compared to the fourth
    quarter of fiscal 2009.  Revenue from this segment represented 14% of
    total net revenue.
--  Americas' customers represented 49% of total net revenue for the
    quarter. European and Asia-Pacific customers represented 26% and 25%
    of total net revenue, respectively.
--  The Company held $600.1 million in total cash and investments and
    generated $46.9 million of cash from operations for the quarter.

Business Outlook

For the first quarter of fiscal 2011, ending October 2, 2010, the Company expects non-GAAP net revenue to be in the range of $410 million to $425 million.

Conference Call

The Company will discuss these results and other related matters at 2:00 p.m. Pacific Time on Wednesday, August 25, 2010 in a live webcast, which will also be archived for replay on the Company's website at www.jdsu.com/investors. Beginning this quarter, the Company will use a new format for disclosing key financial information associated with its quarterly results. The Company will post and distribute slides outlining the company's latest financial results concurrent with this earnings press release. These slides will now be available prior to management's presentation in order to provide the investment community with additional time for review and analysis. These slides are supplementary and will not be discussed during the earnings call. They will be posted on www.jdsu.com/investors under the "Financial Information" section. This press release is being furnished as a Current Report on Form 8-K with the Securities and Exchange Commission, and will be available at www.sec.gov.

About JDSU

JDSU (NASDAQ: JDSU) (TSX: JDU) enables broadband and optical innovation in the communications, commercial and consumer markets. JDSU is a leading provider of communications test and measurement solutions and optical products for telecommunications service providers, cable operators, and network equipment manufacturers. JDSU is also a leading provider of innovative optical solutions for medical/environmental instrumentation, semiconductor processing, display, brand authentication, aerospace and defense, and decorative applications. More information is available at www.jdsu.com.

Forward-Looking Statements

This press release contains, and the discussions in our subsequent conference call will contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include: (i) any anticipation or guidance as to future financial performance, including future revenue, gross margin, operating expense, operating margin, EBITDA, cash flow and other financial metrics; and (ii) the Company's beliefs regarding the purpose, usefulness and efficacy of non-GAAP results and the measures and items the Company includes in the same, as well as any benefits to investors the Company believes its non-GAAP measures provide. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the Company's ability to predict future financial performance continues to be difficult due to, among other things: (a) continuing general limited visibility across many of our product lines exacerbated by the current credit and financial market uncertainty, as well as the migration to vendor managed inventory programs; (b) quarter-over-quarter product mix fluctuations, which can materially impact profitability measures due to the broad gross margin range across our portfolio; (c) consolidation of our customer base, which, in the shorter term limits demand visibility, and, in the longer term, could reduce our business potential; (d) average selling prices continue to decline across our businesses; (e) our Communications Test and Measurement business is notable for seasonality and a significant level of in-quarter book-and-ship business, further limiting our forecasting abilities; (f) we are currently engaged in various product and manufacturing transfers, site consolidations and product discontinuances, which has caused and may cause short term disruptions; and (g) the ability of our suppliers and contract manufacturers to meet production and delivery requirements to our forecasted demand.

For more information on these and other risks affecting the Company's business, please refer to the "Risk Factors" section included in the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 2009 filed with the Securities and Exchange Commission. The forward-looking statements contained in this news release are made as of the date hereof and the Company does not assume any obligation to update the reasons why actual results could differ materially from those projected in the forward-looking statements.

The following financial tables are presented in accordance with GAAP, unless otherwise specified.

-SELECTED FINANCIAL DATA FOLLOWS-

                         JDS UNIPHASE CORPORATION
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                   (in millions, except per share data)
                                (unaudited)


                                 Three Months Ended   Twelve Months Ended
                                --------------------  --------------------
                                 July 3,   June 27,    July 3,   June 27,
                                  2010       2009       2010       2009
                                ---------  ---------  ---------  ---------
Net revenue                     $   390.9  $   273.2  $ 1,363.9  $ 1,283.3
Cost of sales                       217.5      160.4      766.2      742.9
Amortization of acquired
 developed technologies              13.5       11.5       50.6       48.9
Impairment of acquired
 developed technologies                 -          -          -        4.9
                                ---------  ---------  ---------  ---------
Gross profit                        159.9      101.3      547.1      486.6
                                ---------  ---------  ---------  ---------
Operating expenses:
  Research and development           51.4       38.8      174.9      167.1
  Selling, general and
   administrative                   103.7       92.1      382.9      399.0
  Amortization of other
   intangibles                        8.0        6.3       27.8       27.0
  Impairment of goodwill                -        4.8          -      741.7
  (Gain) loss on disposal and
   impairment of long-lived
   assets                            (3.5)       1.1       (2.0)      13.2
  Restructuring and related
   charges                            3.4       18.3       17.7       38.5
                                ---------  ---------  ---------  ---------
Total operating expenses            163.0      161.4      601.3    1,386.5
                                ---------  ---------  ---------  ---------
Income (loss) from operations        (3.1)     (60.1)     (54.2)    (899.9)
Interest and other income
 (expense), net                      (0.2)       2.2        9.6       33.5
Interest expense                     (6.2)      (5.7)     (24.3)     (25.5)
Gain (loss) on sale of
 investments                         13.2       (0.1)      13.1        1.8
Impairment of investments            (0.2)         -       (1.4)     (18.4)
                                ---------  ---------  ---------  ---------
Gain (loss) before income taxes       3.5      (63.7)     (57.2)    (908.5)
Provision (benefit) for income
 taxes                                1.8       (1.0)       2.5       (2.3)
                                ---------  ---------  ---------  ---------
Gain (loss) before discontinued
 operations                           1.7      (62.7)     (59.7)    (906.2)
Discontinued operations, net of
 tax                                 (0.2)      (0.9)      (2.1)      (3.3)
                                ---------  ---------  ---------  ---------
Net income (loss)               $     1.5  $   (63.6) $   (61.8) $  (909.5)
                                =========  =========  =========  =========

Basic net income (loss) per
 share from:
     Continuing operations      $    0.01  $   (0.29) $   (0.27) $   (4.20)
     Discontinued operations        (0.00)     (0.00)     (0.01)     (0.02)
                                ---------  ---------  ---------  ---------
     Net income (loss)          $    0.01  $   (0.29) $   (0.28) $   (4.22)
                                =========  =========  =========  =========

Diluted net income (loss) per
 share from:
     Continuing operations      $    0.01  $   (0.29) $   (0.27) $   (4.20)
     Discontinued operations        (0.00)     (0.00)     (0.01)     (0.02)
                                ---------  ---------  ---------  ---------
     Net income (loss)          $    0.01  $   (0.29) $   (0.28) $   (4.22)
                                =========  =========  =========  =========

Shares used in per share
 calculation:
     Basic                          220.4      216.1      218.9      215.6
                                =========  =========  =========  =========
     Diluted                        227.6      216.1      218.9      215.6
                                =========  =========  =========  =========




                         JDS UNIPHASE CORPORATION
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                              (in millions)
                                (unaudited)


                                                        July 3,   June 27,
                                                          2010      2009
                                                        --------- ---------
ASSETS
Current assets:
  Cash and cash equivalents                             $   340.2 $   286.9
  Short-term investments                                    227.4     398.3
  Restricted cash                                            32.5      10.3
  Accounts receivable, net                                  271.8     187.3
  Inventories, net                                          125.7     144.8
  Refundable income taxes                                     4.0      14.4
  Other current assets                                       73.0      65.8
                                                        --------- ---------
      Total current assets                                1,074.6   1,107.8
                                                        --------- ---------
Property, plant and equipment, net                          183.0     191.1
Deferred income taxes                                         3.2       5.7
Goodwill                                                     66.0       8.3
Other intangibles, net                                      357.4     322.6
Long-term investments                                         5.1      15.1
Other non-current assets                                     14.3      17.5
                                                        --------- ---------
       Total assets                                     $ 1,703.6 $ 1,668.1
                                                        ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                      $   137.4 $   106.6
  Current portion of long-term debt                           0.2       0.2
  Accrued payroll and related expenses                       62.9      45.7
  Income taxes payable                                       19.8      20.3
  Deferred income taxes                                       2.1       5.6
  Restructuring accrual                                       7.1      16.6
  Warranty accrual                                            7.3       7.3
  Accrued expense                                            47.7      56.0
  Other current liabilities                                  66.4      51.6
                                                        --------- ---------
       Total current liabilities                            350.9     309.9
                                                        --------- ---------
Long-term debt                                              267.1     249.9
Other non-current liabilities                               176.9     173.8
Stockholders' equity                                        908.7     934.5
                                                        --------- ---------
       Total liabilities and stockholders' equity       $ 1,703.6 $ 1,668.1
                                                        ========= =========



                         JDS UNIPHASE CORPORATION
                      REPORTABLE SEGMENT INFORMATION
                         (in millions, unaudited)



                                 Three Months Ended   Twelve Months Ended
                                --------------------  --------------------
                                 July 3,   June 27,    July 3,   June 27,
                                  2010       2009       2010       2009
                                ---------  ---------  ---------  ---------
Net revenue:
   Communications Test and
    Measurement                 $   186.2  $   132.6  $   652.2  $   595.1
   Communications and
    Commercial Optical Products     157.3       90.7      499.3      481.1
   Advanced Optical
    Technologies                     54.6       50.8      221.9      208.4
   Deferred revenue related to
    purchase accounting
    adjustment                       (7.2)      (0.9)      (9.5)      (1.3)
                                ---------  ---------  ---------  ---------
       Net revenue              $   390.9  $   273.2  $ 1,363.9  $ 1,283.3
                                =========  =========  =========  =========

Operating income (loss):
   Communications Test and
    Measurement                 $    20.5  $    11.9  $    81.5  $    86.4
   Communications and
    Commercial Optical Products      19.1       (7.8)      33.4       (8.6)
   Advanced Optical
    Technologies                     19.8       19.8       82.5       80.3
   Corporate                        (22.4)     (27.1)    (100.0)    (127.8)
                                ---------  ---------  ---------  ---------
       Total segment operating
        income (loss)                37.0       (3.2)      97.4       30.3
                                ---------  ---------  ---------  ---------
   Unallocated amounts:
     Stock based compensation        (10.0)     (12.0)     (43.1)    (50.6)
     Acquisition-related charges
      and amortization of
      intangibles                   (28.8)     (23.6)     (88.0)     (82.1)
     Impairment of goodwill             -       (4.8)         -     (741.7)
     Gain (loss) on disposal and
      impairment of long-lived
      assets                          3.5        3.8        2.0      (13.2)
     Restructuring and related
      charges                        (3.4)     (18.3)     (17.7)     (38.5)
     Realignment and other
      charges                        (1.4)      (2.0)      (4.8)      (4.1)
     Interest and other income
      (expense), net                 (0.2)       2.2        9.6       33.5
     Interest expense                (6.2)      (5.7)     (24.3)     (25.5)
     Gain (loss) on sale of
      investments                    13.2       (0.1)      13.1        1.8
     Impairment of investments       (0.2)         -       (1.4)     (18.4)
                                ---------  ---------  ---------  ---------
   Gain (loss) before income
    taxes and discontinued
    operations                  $     3.5  $   (63.7) $   (57.2) $  (908.5)
                                =========  =========  =========  =========

Use of Non-GAAP (Adjusted) Financial Measures

The Company provides non-GAAP net revenue, non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA financial measures as supplemental information regarding the Company's operational performance. The Company evaluates Company-wide segment performance using, among other things, the measures disclosed in this release for the purposes of evaluating the Company's historical and prospective financial performance, as well as its performance relative to its competitors. Specifically, management uses these items to further its own understanding of the Company's core operating performance. The Company believes its "core operating performance" represents the Company's performance in the ordinary, ongoing and customary course of its operations. Accordingly, management excludes from "core operating performance" those items, such as those relating to restructuring, investing, stock-based compensation expense and non-cash activities that management does not believe are reflective of such ordinary, ongoing and customary course activities.

The Company believes that providing this information to its investors, in addition to the GAAP presentation, allows investors to see Company results "through the eyes" of management. The Company further believes that providing this information allows Company investors to both better understand the Company's financial performance and, importantly, to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance.

The non-GAAP adjustments described in this release have historically been excluded by the Company from its non-GAAP measures. The non-GAAP adjustments, and the basis for excluding them, are outlined below.

Revenue from acquisition related deferred revenue: The Company excludes the fair value adjustment to acquisition related deferred revenue when calculating non-GAAP revenue. The Company believes that the non-GAAP revenue provides useful information for the investors as they review for underlying trends in the business and facilitate the investors' comparisons of the Company's revenue performance with prior and future periods and to the Company's peers.

Cost of goods sold, costs of research and development and costs of selling, general and administrative related to restructuring events: The Company has incurred periodic expenses, included in its GAAP presentation of gross margin and operating expenses that may include (i) additional depreciation from changes in estimated useful life and the write-down of certain property and equipment that has been identified for disposal but remained in use until the date of disposal, (ii) workforce related charges such as retention bonuses and employee relocation costs related to a formal restructuring plan, (iii) building costs for facilities not required for ongoing operations, and costs related to the relocation of certain equipment from these facilities and/or contract manufacturer facilities, (iv) acquisition and integration costs. The Company excludes these items, for the purposes of calculating non-GAAP net income (loss), non-GAAP net income (loss) per share and adjusted EBITDA, when it evaluates the continuing operational performance of the Company. The Company believes that the impact of these items does not reflect expected future gross profits or operating expenses nor does the Company believe that they provide a meaningful evaluation of current versus past core operational performance.

Gain or loss on sale of available for-sale investments and impairment of investments: The Company has sold investments or adjusted the value of investments from time to time based on market conditions. The Company's activities in this respect are included in the Company's GAAP presentation of net income (loss) and net income (loss) per share. The Company's core business does not include making financial investments in third parties, and such investments do not constitute a material portion of the Company's assets. Moreover, the amount and timing of gains and losses and adjustments to the value of investments are unpredictable. Consequently, the Company believes that gains or losses on these sales and adjustments to the value of investments are not related to the ongoing core business and operating performance of the Company. The Company excludes these items, for the purposes of calculating non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA, when it evaluates the continuing operational performance of the Company. The Company believes the GAAP measure is not indicative of the Company's core operating performance.

Stock-based compensation expense: Non-GAAP net income (loss) and net income (loss) per share excludes stock-based compensation expense under authoritative guidance. The Company excludes this item, for the purposes of calculating non-GAAP net income (loss), non-GAAP net income (loss) per share and adjusted EBITDA, when it evaluates the continuing operational performance of the Company. The Company believes this GAAP measure is not indicative of its core operating performance.

Amortization of intangibles from acquisitions: The Company incurs amortization of intangibles, included in its GAAP presentation of cost of goods sold and operating expense, related to the various acquisitions it has made. Management excludes these items, for the purposes of calculating non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA, when it evaluates the continuing operational performance of the Company. The Company believes that eliminating this expense from operating income is useful to investors because it believes the GAAP measure, alone, is not indicative of its core cost of goods sold and operating expenses and performance.

Impairment of goodwill and other long-lived assets: The Company incurs costs, included in its GAAP presentation of operating expense, related to the impairment of goodwill and other long-lived assets in accordance with authoritative guidance. These adjustments typically occur when the financial performance of the business utilizing the affected assets falls below certain thresholds or certain assets are designated as held for sale. Accordingly, the related asset value impairments are non-recurring and generally unpredictable. The Company believes that eliminating this item, for the purposes of calculating non-GAAP net income (loss), non-GAAP net income (loss) per share and adjusted EBITDA, is useful to investors. We believe this non-GAAP adjustment will assist investors to compare current versus past performance. The Company's historical adjustments to the carrying value of certain of its assets under authoritative guidance, as well as the methodology used by the Company in assessing the same, are more particularly described in its quarterly reports on form 10-Q and annual reports on Form 10-K.

Interest, taxes, and depreciation expense: The Company incurs depreciation expense in its operating results. The Company's calculation of adjusted EBITDA excludes items as a result of interest, taxes, depreciation and amortization. Management believes adjusted EBITDA is indicative of the Company's core operational cash flow.

Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States. The GAAP measure most directly comparable to non-GAAP net income (loss) is net income (loss). The GAAP measure most directly comparable to non-GAAP net income (loss) per share is net income (loss) per share. The GAAP measure most directly comparable to adjusted EBITDA is income (loss) from operations. The Company believes that these GAAP measures alone are not indicative of its core operating expenses and performance.

The following tables reconcile the non-GAAP revenue, net income (loss), net income (loss) per share and adjusted EBITDA financial measures to GAAP:


                         JDS UNIPHASE CORPORATION
           RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
                   (in millions, except per share data)
                                (unaudited)


                  Three Months Ended             Twelve Months Ended
             ----------------------------  -------------------------------
             July 3, 2010  June 27, 2009    July 3, 2010    June 27, 2009
             ------------  --------------  --------------  ---------------
              Net           Net             Net             Net
            income  Basic  income  Basic   income   Basic  income   Basic
            (loss)   EPS   (loss)   EPS    (loss)   EPS    (loss)    EPS
             -----  -----  ------  ------  ------  ------  -------  ------
GAAP
 measures    $ 1.5  $0.01  $(63.6) $(0.29) $(61.8) $(0.28) $(909.5) $(4.22)
  Items
  reconciling
  GAAP net
  income & EPS
  to Non-GAAP
  net income
  & EPS:

  Related to
  net revenues:
   Deferral of
   revenues
   related
   purchase
   accounting
   adjustment  7.2   0.03     0.9    0.01     9.5    0.04      1.3    0.01

  Related to
  cost of sales:
   Stock-based
    compensation
    expenses   1.2   0.01     1.4    0.01     5.3    0.03      6.7    0.03
   Other non-
    recurring
    charges   (0.7) (0.01)    0.7       -     0.1       -      1.1    0.01
   Amortization
    of acquired
    developed
    technolo-
    gies      13.5   0.06    11.5    0.05    50.6    0.23     48.9    0.23
   Impairment
    of acquired
    developed
    technolo-
    gies         -      -       -       -       -       -      4.9    0.02
             -----  -----  ------  ------  ------  ------  -------  ------
 Total
  related to
  gross
  profit      21.2   0.09    14.5    0.07    65.5    0.30     62.9    0.30
             -----  -----  ------  ------  ------  ------  -------  ------

 Related to
  operating
  expenses:
   Research and
   development:
   Stock-based
   compensation
   expenses    2.1   0.01     2.1    0.01     8.8    0.04      9.0    0.04
   Other
    non-
    recurring
    charges   (0.3)     -     0.1       -    (0.2)      -      0.5       -
  Selling,
   general and
   administrative:
   Stock-based
    compensation
    expenses   6.7   0.03     8.5    0.04    29.0    0.13     34.9    0.16
   Other
    non-
    recurring
    charges    2.5   0.01     1.2    0.01     5.0    0.02      2.5    0.01
  Amortization
   of
   intangibles 8.0   0.04     6.3    0.03    27.8    0.12     27.0    0.13
  Impairment
   of goodwill   -      -     4.8    0.02       -       -    741.7    3.44
  (Gain) loss
   on disposal
   and impairment
   of long-lived
   assets     (3.5) (0.02)    1.1    0.01    (2.0)  (0.01)    13.2    0.06
  Restructuring
   and related
   charges     3.4   0.02    18.3    0.08    17.7    0.08     38.5    0.18
             -----  -----  ------  ------  ------  ------  -------  ------
 Total related
  to operating
  expenses    18.9   0.09    42.4    0.20    86.1    0.38    867.3    4.02
             -----  -----  ------  ------  ------  ------  -------  ------

 Interest
  and other
  (income)
  expense,
  net         (0.1)     -       -       -    (5.5)  (0.02)   (16.3)  (0.08)
 Non-cash
  interest
  expense      4.4   0.02     4.2    0.01    17.2    0.08     18.2    0.08
 Loss (gain)
  on sale of
  investments(13.2) (0.06)    0.1       -   (13.1)  (0.06)    (1.8)  (0.01)
 Impairment of
  investments  0.2      -       -       -     1.4    0.01     18.4    0.09
 Discontinued
  operations   0.2      -     0.9       -     2.1    0.01      3.2    0.02
             -----  -----  ------  ------  ------  ------  -------  ------
 Total
  related to
  net income
  & EPS       31.6   0.14    62.1    0.28   153.7    0.70    951.9    4.42
             -----  -----  ------  ------  ------  ------  -------  ------
Non-GAAP
 measures    $33.1  $0.15  $ (1.5) $(0.01) $ 91.9  $ 0.42  $  42.4  $ 0.20
             =====  =====  ======  ======  ======  ======  =======  ======


                   Diluted        Diluted         Diluted           Diluted
                     EPS            EPS             EPS               EPS
                    -----          ------          ------           ------
Fully diluted
 Non-GAAP EPS       $0.15          $(0.01)         $ 0.41           $ 0.20
Shares used
 in per share
 calculation
  Basic             220.4           216.1           218.9            215.6
                    =====          ======          ======           ======
  Diluted           227.6           216.1           223.2            216.4
                    =====          ======          ======           ======




                         JDS UNIPHASE CORPORATION
        RECONCILIATION OF GAAP NET REVENUE TO NON-GAAP NET REVENUE
                         (in millions, unaudited)

                                          Three Months      Twelve Months
                                              Ended             Ended
                                        ----------------- -----------------
                                        July 3,  June 27, July 3,  June 27,
                                          2010     2009     2010     2009
                                        -------- -------- -------- --------
GAAP net revenue                        $  390.9 $  273.2 $1,363.9 $1,283.3
  Deferral of revenues related to
   purchase accounting adjustment            7.2      0.9      9.5      1.3
                                        -------- -------- -------- --------
Non-GAAP net revenue                    $  398.1 $  274.1 $1,373.4 $1,284.6
                                        ======== ======== ======== ========




                         JDS UNIPHASE CORPORATION
            RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA
                         (in millions, unaudited)


                                          Three Months      Twelve Months
                                              Ended             Ended
                                        ----------------  ----------------
                                                   June              June
                                        July 3,    27,    July 3,    27,
                                          2010     2009     2010     2009
                                        -------  -------  -------  -------
GAAP net income (loss)                  $   1.5  $ (63.6) $ (61.8) $(909.5)
     Interest and other (income)
      expense, net                          0.2     (2.2)    (9.6)   (33.5)
     Interest expense                       6.2      5.7     24.3     25.5
     (Gain) loss on sale of investments   (13.2)     0.1    (13.1)    (1.8)
     Impairment of investments              0.2        -      1.4     18.4
     Provision (benefit) for income
      taxes                                 1.8     (1.0)     2.5     (2.3)
     Depreciation                          14.3     15.9     58.3     67.7
     Amortization                          21.5     17.8     78.4     75.9
                                        -------  -------  -------  -------
EBITDA                                     32.5    (27.3)    80.4   (759.6)
                                        -------  -------  -------  -------
     Costs related to restructuring and
      related charges                       3.4     18.3     17.7     38.5
     Costs related to stock based
      compensation expense                 10.0     12.0     43.1     50.6
     Costs related to purchase
      accounting adjustment                 7.3      0.9      9.6      1.3
     Costs related to other
      non-recurring activities              1.4      2.0      4.8      4.1
     Impairment of acquired developed
      technologies                            -        -        -      4.9
     (Gain) loss on disposal and
      impairment of long-lived assets      (3.5)     1.1     (2.0)    13.2
     Impairment of goodwill                   -      4.8        -    741.7
     Discontinued operations                0.2      0.9      2.1      3.3
                                        -------  -------  -------  -------
Adjusted EBITDA                         $  51.3  $  12.7  $ 155.7  $  98.0
                                        =======  =======  =======  =======

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