SOURCE: JDSU

JDSU

February 02, 2010 16:05 ET

JDSU Announces Fiscal 2010 Second Quarter Results

MILPITAS, CA--(Marketwire - February 2, 2010) - JDSU (NASDAQ: JDSU) (TSX: JDU) today reported results for its second fiscal quarter ended January 2, 2010.

Net revenue for the second fiscal quarter was $342.9 million and the net loss was $(19.5) million, or $(0.09) per share. This compares to net revenue of $297.8 million and a net loss of $(31.9) million or $(0.15) per share for the prior quarter, and net revenue of $353.8 million and a net loss of $(722.9) million or $(3.36) per share for the second fiscal quarter of 2009.

On a non-GAAP basis, net revenue for the second quarter was $343.8 million and net income for the quarter was $26.6 million or $0.12 per share. This compares to non-GAAP net revenue of $298.6 million and net income of $9.0 million or $0.04 per share for the prior quarter, and non-GAAP net revenue of $354.0 million and net income of $25.6 million or $0.12 per share for the second fiscal quarter of 2009.

"Our fiscal Q2 results reflect revenue growth across all the business segments and a clear demonstration of the leverage in our operating model," said Tom Waechter, JDSU's President and Chief Executive Officer. "Our continued focus on innovation remains a key component in driving long-term top line growth and profitability for JDSU."

Financial Overview - Second Fiscal Quarter Ended January 2, 2010

--  Non-GAAP net revenue of $343.8 million increased 15% when compared to
    the previous quarter and decreased 3% when compared to the second
    quarter of fiscal 2009.
--  Non-GAAP gross margin was 44.6% compared to 44.0% in the prior quarter
    and 43.5% in second quarter of fiscal 2009.
--  Non-GAAP operating margin was 8.2% compared to 3.4% in the prior
    quarter and 5.4% in second quarter of fiscal 2009.
--  Communications Test and Measurement revenue of $176.9 million increased
    23% from the previous quarter and increased 2% compared to the second
    quarter of fiscal 2009. Revenue from this segment represented 51% of
    total non-GAAP net revenue.
--  Communications and Commercial Optical Products revenue of $112.3
    million increased 11% when compared with the previous quarter and
    decreased 12% when compared to the second quarter of fiscal 2009.
    Revenue from this segment represented 33% of total non-GAAP net
    revenue.
    --  Optical Communications revenue of $95.6 million increased 11%
        compared with the previous quarter and decreased 13% compared to
        the second quarter of fiscal 2009.
­    --  Our Commercial Lasers business reported revenue of $16.7 million
        increased 11% from the previous quarter and down 9% from the second
        quarter of fiscal 2009.
--  Revenue from the Advanced Optical Technologies segment was $54.6
    million increased 1% from the previous quarter and 3% compared to the
    second quarter of fiscal 2009.  Revenue from this segment represented
    16% of total non-GAAP net revenue.
--  Americas' customers represented 50% of total non-GAAP net revenue for
    the quarter. European and Asia-Pacific customers represented 28% and
    22% of total non-GAAP net revenue, respectively.
--  The Company held $698.0 million in total cash and investments and was
    free cash flow positive $27.1 million for the quarter.

Business Outlook

For the third quarter of fiscal 2010, ending April 3, 2010, the Company expects non-GAAP net revenue to be in the range of $325 to $350 million.

Conference Call

The Company will discuss these results and other related matters at 2:00 p.m. Pacific Time on February 2, 2010 in a live webcast, which will also be archived for replay on the Company's website at www.jdsu.com/investors. 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 additional production and delivery requirements beyond 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.

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

                              Three Months Ended       Six Months Ended
                            ----------------------  ----------------------
                            January 2, December 27, January 2, December 27,
                               2010        2008        2010        2008
                            ----------  ----------  ----------  ----------
Net revenue                 $    342.9  $    353.8  $    640.7  $    731.0
Cost of sales                    192.2       201.7       360.6       417.8
Amortization of acquired
 developed technologies           12.5        11.9        24.8        24.4
Impairment of acquired
 developed technologies              -         4.9           -         4.9
                            ----------  ----------  ----------  ----------
Gross profit                     138.2       135.3       255.3       283.9
                            ----------  ----------  ----------  ----------
Operating expenses:
 Research and development         41.5        42.1        81.3        86.4
 Selling, general and
  administrative                  94.7       103.7       186.9       214.3
 Amortization of other
  intangibles                      6.5         6.9        13.5        14.0
 Impairment of goodwill              -       691.9           -       691.9
 Loss and impairment of
  long-lived assets                0.5         4.9         1.0         5.1
 Restructuring and related
  charges                          8.0         6.6        13.1         9.2
                            ----------  ----------  ----------  ----------
Total operating expenses         151.2       856.1       295.8     1,020.9
                            ----------  ----------  ----------  ----------
Loss from operations             (13.0)     (720.8)      (40.5)     (737.0)
Interest and other income          2.3        16.2         5.5        21.6
Interest expense                  (6.3)       (7.0)      (12.2)      (13.9)
(Loss) gain on sale of
 investments                      (0.1)        0.6         0.1         1.6
Impairment of investments         (0.6)      (13.0)       (0.6)      (16.2)
                            ----------  ----------  ----------  ----------
Loss before income taxes         (17.7)     (724.0)      (47.7)     (743.9)
Provision (benefit) for
 income taxes                      1.7        (1.7)        2.4        (0.7)
                            ----------  ----------  ----------  ----------
Loss before discontinued
 operations                      (19.4)     (722.3)      (50.1)     (743.2)
Discontinued operations,
 net of tax                       (0.1)       (0.6)       (1.3)       (1.0)
                            ----------  ----------  ----------  ----------
Net loss                    $    (19.5) $   (722.9) $    (51.4) $   (744.2)
                            ==========  ==========  ==========  ==========

Net loss per share from:
   Continuing operations    $    (0.09) $    (3.36) $    (0.23) $    (3.45)
   Discontinued operations  $    (0.00) $    (0.00) $    (0.01) $    (0.01)
                            ----------  ----------  ----------  ----------
   Net loss                 $    (0.09) $    (3.36) $    (0.24) $    (3.46)
                            ==========  ==========  ==========  ==========

Shares used in per share
 calculation                     218.3       215.1       217.9       215.2
                            ==========  ==========  ==========  ==========




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

                                                        January 2, June 27,
                                                           2010     2009
                                                        --------- ---------
ASSETS
Current assets:
 Cash and cash equivalents                              $   364.8 $   286.9
 Short-term investments                                     308.7     398.3
 Restricted cash                                             24.5      10.3
 Accounts receivable, net                                   225.3     187.3
 Inventories, net                                           122.2     144.8
 Refundable income taxes                                     12.9      14.4
 Other current assets                                        43.7      65.8
                                                        --------- ---------
   Total current assets                                   1,102.1   1,107.8
                                                        --------- ---------
Property, plant and equipment, net                          179.1     191.1
Deferred income taxes                                         1.7       5.7
Goodwill                                                     19.2       8.3
Other intangibles, net                                      316.0     322.6
Long-term investments                                        13.0      15.1
Other non-current assets                                     16.4      17.5
                                                        --------- ---------
   Total assets                                         $ 1,647.5 $ 1,668.1
                                                        ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                       $   101.3 $   106.6
 Current portion of long-term debt                            0.2       0.2
 Accrued payroll and related expenses                        55.9      45.7
 Income taxes payable                                        22.5      20.3
 Deferred income taxes                                        6.4       5.6
 Restructuring accrual                                       14.6      16.6
 Warranty accrual                                             6.3       7.3
 Accrued expense                                             53.3      56.0
 Other current liabilities                                   54.2      51.6
                                                        --------- ---------
   Total current liabilities                                314.7     309.9
                                                        --------- ---------
Long-term debt                                              258.4     249.9
Other non-current liabilities                               170.3     173.8
Stockholders' equity                                        904.1     934.5
                                                        --------- ---------
   Total liabilities and stockholders' equity           $ 1,647.5 $ 1,668.1
                                                        ========= =========




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

                              Three Months Ended       Six Months Ended
                            ----------------------  ----------------------
                            January 2, December 27, January 2, December 27,
                               2010        2008        2010        2008
                            ----------  ----------  ----------  ----------
Net revenue:
   Communications Test and
    Measurement             $    176.9  $    173.0  $    320.3  $    334.8
   Communications and
    Commercial Optical
    Products                     112.3       127.9       213.4       289.9
   Advanced Optical
    Technologies                  54.6        53.1       108.7       106.6
   Deferred revenue related
    to purchase accounting
    adjustment                    (0.9)       (0.2)       (1.7)       (0.3)
                            ----------  ----------  ----------  ----------
          Net revenue       $    342.9  $    353.8  $    640.7  $    731.0
                            ==========  ==========  ==========  ==========

Operating income (loss):
   Communications Test and
    Measurement             $     31.5  $     37.4  $     49.5  $     63.8
   Communications and
    Commercial Optical
    Products                       3.2        (3.5)        1.7         5.6
   Advanced Optical
    Technologies                  19.6        19.5        40.2        41.2
   Corporate                     (26.2)      (34.3)      (53.1)      (70.7)
                            ----------  ----------  ----------  ----------
          Total segment
           operating income       28.1        19.1        38.3        39.9
                            ----------  ----------  ----------  ----------
   Unallocated amounts:
       Stock based
        compensation             (12.0)      (12.5)      (23.1)      (25.6)
       Acquisition-related
        charges and
        amortization of
        intangibles              (19.9)      (19.0)      (40.0)      (38.7)
       Impairment of goodwill        -      (691.9)          -      (691.9)
       Loss and impairment of
        long-lived assets         (0.5)       (9.8)       (1.0)      (10.0)
       Restructuring and
        related charges           (8.0)       (6.6)      (13.1)       (9.2)
       Realignment and other
        charges                   (0.7)       (0.1)       (1.6)       (1.5)
       Interest and other
        income                     2.3        16.2         5.5        21.6
       Interest expense           (6.3)       (7.0)      (12.2)      (13.9)
       (Loss) gain on sale
        of investments            (0.1)        0.6         0.1         1.6
       Impairment of
        investments               (0.6)      (13.0)       (0.6)      (16.2)
                            ----------  ----------  ----------  ----------
   Loss before income taxes
    and discontinued
    operations              $    (17.7) $   (724.0) $    (47.7) $   (743.9)
                            ==========  ==========  ==========  ==========

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.

Restructuring and Related Activities

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. 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.

Investment Activities

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.

Gain or loss on equity method investments: The Company records gains or losses on its equity investments based on our pro-rata share of gains or the net losses of the investment. 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 is not making financial investments in third parties, and such investments do not constitute a material portion of the Company's assets. Moreover, the timing and magnitude of gains or losses are unpredictable, as they are inherently based on the performance of the third party subject of a particular investment. 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 its 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.

Non-Cash Activities

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
                                       -----------------------------------
                                       January 2, 2010   December 27, 2008
                                       ----------------  -----------------
                                         Net               Net
                                       income    Basic   income     Basic
                                        (loss)    EPS     (loss)     EPS
                                       -------  -------  --------  -------
GAAP measures                          $ (19.5) $ (0.09) $ (722.9) $ (3.34)
 Items reconciling GAAP net income &
  EPS to Non-GAAP net income & EPS:

 Related to net revenues:
  Deferral of revenues related
   purchase accounting adjustment          0.9        -       0.2        -

 Related to cost of sales:
  Stock-based compensation expenses        1.4     0.01       1.8     0.01
  Other non-recurring (benefits) /
   charges                                 0.4        -      (0.1)       -
  Amortization of acquired developed
   technologies                           12.5     0.06      11.9     0.05
  Impairment of acquired developed
   technologies                              -        -       4.9     0.02
                                       -------  -------  --------  -------
 Total related to gross profit            15.2     0.07      18.7     0.08
                                       -------  -------  --------  -------

 Related to operating expenses:
  Research and development:
   Stock-based compensation expenses       2.4     0.01       2.3     0.01
   Other non-recurring charges               -        -       0.1        -
  Selling, general and administrative:
   Stock-based compensation expenses       8.2     0.04       8.4     0.04
   Other non-recurring charges             0.3        -       0.1        -
  Amortization of intangibles              6.5     0.03       6.9     0.03
  Impairment of goodwill                     -        -     691.9     3.20
  Loss and impairment of long-lived
   assets                                  0.5        -       4.9     0.02
  Restructuring and related charges        8.0     0.04       6.6     0.03
                                       -------  -------  --------  -------
 Total related to operating expenses      25.9     0.12     721.2     3.33
                                       -------  -------  --------  -------

 Interest and other income                   -        -      (9.4)   (0.04)
 Non-cash interest expense                 4.2     0.02       5.0     0.02
 Loss (gain) on sale of investments        0.1        -      (0.6)       -
 Impairment of investments                 0.6        -      13.0     0.06
 Discontinued operations                   0.1        -       0.6     0.01
                                       -------  -------  --------  -------
 Total related to net income & EPS        46.1     0.21     748.5     3.46
                                       -------  -------  --------  -------
Non-GAAP measures                      $  26.6  $  0.12  $   25.6  $  0.12
                                       =======  =======  ========  =======

                                                Diluted            Diluted
                                                  EPS                EPS
                                                -------            -------
Fully diluted Non-GAAP EPS                      $  0.12            $  0.12
                                                =======            =======
Shares used in per share calculation              221.3              216.4
                                                =======            =======




                                                 Six Months Ended
                                       -----------------------------------
                                       January 2, 2010   December 27, 2008
                                       ----------------  -----------------
                                         Net               Net
                                       income    Basic   income     Basic
                                        (loss)    EPS     (loss)     EPS
                                       -------  -------  --------  -------
GAAP measures                          $ (51.4) $ (0.24) $ (744.2) $ (3.46)
 Items reconciling GAAP net income &
  EPS to Non-GAAP net income & EPS:

 Related to net revenues:
  Deferral of revenues related
   purchase accounting adjustment          1.7     0.01       0.3        -

 Related to cost of sales:
  Stock-based compensation expenses        2.5     0.01       3.5     0.02
  Other non-recurring (benefits) /
   charges                                 0.5        -      (0.1)       -
  Amortization of acquired developed
   technologies                           24.8     0.11      24.4     0.11
  Impairment of acquired developed
   technologies                              -        -       4.9     0.02
                                       -------  -------  --------  -------
 Total related to gross profit            29.5     0.13      33.0     0.15
                                       -------  -------  --------  -------

 Related to operating expenses:
  Research and development:
   Stock-based compensation expenses       4.6     0.02       4.6     0.02
   Other non-recurring charges               -        -       0.3        -
  Selling, general and administrative:
   Stock-based compensation expenses      16.0     0.07      17.5     0.08
   Other non-recurring charges             1.1     0.01       1.3     0.01
  Amortization of intangibles             13.5     0.06      14.0     0.07
  Impairment of goodwill                     -        -     691.9     3.22
  Loss and impairment of long-lived
   assets                                  1.0     0.01       5.1     0.02
  Restructuring and related charges       13.1     0.06       9.2     0.04
                                       -------  -------  --------  -------
 Total related to operating expenses      49.3     0.23     743.9     3.46
                                       -------  -------  --------  -------

 Interest and other income                (2.0)   (0.01)     (8.8)   (0.04)
 Non-cash interest expense                 8.4     0.04      10.0     0.05
 Loss (gain) on sale of investments       (0.1)       -      (1.6)   (0.01)
 Impairment of investments                 0.6        -      16.2     0.08
 Discontinued operations                   1.3     0.01       1.0        -
                                       -------  -------  --------  -------
 Total related to net income & EPS        87.0     0.40     793.7     3.69
                                       -------  -------  --------  -------
Non-GAAP measures                      $  35.6  $  0.16  $   49.5  $  0.23
                                       =======  =======  ========  =======

                                                Diluted            Diluted
                                                  EPS                EPS
                                                -------            -------
Fully diluted Non-GAAP EPS                      $  0.16            $  0.23
                                                =======            =======
Shares used in per share calculation              220.1              217.0
                                                =======            =======





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

                              Three Months Ended      Six Months Ended
                            ----------------------  ----------------------
                            January 2, December 27, January 2, December 27,
                              2010        2008        2010        2008
                            ---------- -----------  ---------- -----------
GAAP net revenue            $    342.9 $     353.8  $    640.7 $     731.0
  Deferral of revenues
   related to purchase
   accounting adjustment           0.9         0.2         1.7         0.3
                            ---------- -----------  ---------- -----------
Non-GAAP net revenue        $    343.8 $     354.0  $    642.4 $     731.3
                            ========== ===========  ========== ===========





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

                              Three Months Ended       Six Months Ended
                            ----------------------  ----------------------
                            January 2, December 27, January 2, December 27,
                               2010        2008        2010        2008
                            ----------  ----------  ----------  ----------
GAAP net loss               $    (19.5) $   (722.9) $    (51.4) $   (744.2)
     Interest and other
      income                      (2.3)      (16.2)       (5.5)      (21.6)
     Interest expense              6.3         7.0        12.2        13.9
     Loss (gain) on sale of
      investments                  0.1        (0.6)       (0.1)       (1.6)
     Impairment of
      investments                  0.6        13.0         0.6        16.2
     Provision (benefit)
      for income taxes             1.7        (1.7)        2.4        (0.7)
     Depreciation                 14.5        18.0        29.9        34.7
     Amortization                 19.0        18.8        38.3        38.4
                            ----------  ----------  ----------  ----------
EBITDA                            20.4      (684.6)       26.4      (664.9)
                            ----------  ----------  ----------  ----------
     Costs related to
      restructuring and
      related charges              8.0         6.6        13.1         9.2
     Costs related to stock
      based compensation
      expense                     12.0        12.5        23.1        25.6
     Costs related to
      purchase accounting
      adjustment                   0.9         0.2         1.7         0.3
     Costs related to other
      non-recurring
      activities                   0.7         0.1         1.6         1.5
     Impairment of acquired
      developed
      technologies                   -         4.9           -         4.9
     Loss and impairment of
      long-lived assets            0.5         4.9         1.0         5.1
     Impairment of goodwill          -       691.9           -       691.9
     Discontinued
      operations                   0.1         0.6         1.3         1.0
                            ----------  ----------  ----------  ----------
Adjusted EBITDA             $     42.6  $     37.1  $     68.2  $     74.6
                            ==========  ==========  ==========  ==========

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