SOURCE: JDSU

JDSU

May 05, 2010 16:05 ET

JDSU Announces Fiscal 2010 Third Quarter Results

MILPITAS, CA--(Marketwire - May 5, 2010) - JDSU (NASDAQ: JDSU) (TSX: JDU) today reported results for its third fiscal quarter ended April 3, 2010.

Net revenue for the third fiscal quarter was $332.3 million and the net loss was $(11.9) million, or $(0.05) per share. This compares to net revenue of $342.9 million and a net loss of $(19.5) million or $(0.09) per share for the prior quarter, and net revenue of $279.1 million and a net loss of $(101.7) million or $(0.47) per share for the third fiscal quarter of 2009.

On a non-GAAP basis, net revenue for the third quarter was $332.9 million and net income for the quarter was $23.2 million or $0.10 per share. This compares to non-GAAP net revenue of $343.8 million and net income of $26.6 million or $0.12 per share for the prior quarter, and non-GAAP net revenue of $279.2 million and net loss of $(5.4) million or $(0.03) per share for the third fiscal quarter of 2009.

"We began the calendar year with the highest quarterly bookings JDSU has reported in the last two years, with each of our businesses achieving a book to bill of greater than one in the quarter," said Tom Waechter, JDSU's President and Chief Executive Officer. "The combination of the recovery in our markets, and our innovation and new product offerings are driving the strength of our customer demand."

Financial Overview -- Third Fiscal Quarter Ended April 3, 2010

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

--  Net revenue of $332.9 million decreased 3% compared to the prior
    quarter and increased 19% compared to the third quarter of fiscal
    2009.
--  Gross margin was 44.1% compared to 44.6% in the prior quarter and
    41.8% in third quarter of fiscal 2009.
--  Operating margin was 6.6% compared to 8.2% in the prior quarter
    and (2.3%) in third quarter of fiscal 2009.
--  Communications Test and Measurement revenue of $145.7 million
    decreased 18% compared to the prior quarter and increased 14% compared
    to the third quarter of fiscal 2009. Revenue from this segment
    represented 44% of total net revenue.
--  Communications and Commercial Optical Products revenue of
    $128.6 million increased 14% compared to the prior quarter and
    increased 28% compared to the third quarter of fiscal 2009.  Revenue
    from this segment represented 39% of total net revenue.
­    - Optical Communications revenue of $109.9 million increased 15%
      compared to the prior quarter and increased 23% compared to the
      third quarter of fiscal 2009.
­    - Commercial Lasers revenue of $18.7 million increased 12% compared
      to the prior quarter and increased 63% compared to the third quarter
      of fiscal 2009.
--  Advanced Optical Technologies revenue of $58.6 million increased 7%
    compared to the prior quarter and 15% compared to the third quarter of
    fiscal 2009.  Revenue from this segment represented 17% of total net
    revenue. 
--  Americas' customers represented 45% of total net revenue for the
    quarter. European and Asia-Pacific customers represented 29% and 26% of
    total net revenue, respectively.
--  The Company held $713.1 million in total cash and investments and
    generated free cash flow of $7.9 million for the quarter.

Business Outlook

For the fourth quarter of fiscal 2010, ending July 3, 2010, the Company expects non-GAAP net revenue to be in the range of $385 million to $410 million.

Conference Call

The Company will discuss these results and other related matters at 2:00 p.m. Pacific Time on Wednesday, May 5, 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 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     Nine Months Ended
                                --------------------  --------------------
                                April 3,   March 28,  April 3,   March 28,
                                  2010       2009       2010       2009
                                ---------  ---------  ---------  ---------
Net revenue                     $   332.3  $   279.1  $   973.0  $ 1,010.1
Cost of sales                       188.1      164.7      548.7      582.5
Amortization of acquired
 developed technologies              12.3       13.0       37.1       37.4
Impairment of acquired
 developed technologies                 -          -          -        4.9
                                ---------  ---------  ---------  ---------
Gross profit                        131.9      101.4      387.2      385.3
                                ---------  ---------  ---------  ---------
Operating expenses:
  Research and development           42.2       41.9      123.5      128.3
  Selling, general and
   administrative                    92.3       92.6      279.2      306.9
  Amortization of other
   intangibles                        6.3        6.7       19.8       20.7
  Impairment of goodwill                -       45.0          -      736.9
  Loss and impairment of
   long-lived assets                  0.5        7.0        1.5       12.1
  Restructuring and related
   charges                            1.2       11.0       14.3       20.2
                                ---------  ---------  ---------  ---------
Total operating expenses            142.5      204.2      438.3    1,225.1
                                ---------  ---------  ---------  ---------
Loss from operations                (10.6)    (102.8)     (51.1)    (839.8)
Interest and other income             4.3        9.7        9.8       31.3
Interest expense                     (5.9)      (5.9)     (18.1)     (19.8)
(Loss) gain on sale of
 investments                         (0.2)       0.3       (0.1)       1.9
Impairment of investments            (0.6)      (2.2)      (1.2)     (18.4)
                                ---------  ---------  ---------  ---------
Loss before income taxes            (13.0)    (100.9)     (60.7)    (844.8)
(Benefit) provision for income
 taxes                               (1.7)      (0.6)       0.7       (1.3)
                                ---------  ---------  ---------  ---------
Loss before discontinued
 operations                         (11.3)    (100.3)     (61.4)    (843.5)
Discontinued operations, net of
 tax                                 (0.6)      (1.4)      (1.9)      (2.4)
                                ---------  ---------  ---------  ---------
Net loss                        $   (11.9) $  (101.7) $   (63.3) $  (845.9)
                                =========  =========  =========  =========

Net loss per share from:
       Continuing operations    $   (0.05) $   (0.47) $   (0.28) $   (3.92)
       Discontinued operations  $   (0.00) $   (0.00) $   (0.01) $   (0.01)
                                ---------  ---------  ---------  ---------
       Net loss                 $   (0.05) $   (0.47) $   (0.29) $   (3.93)
                                =========  =========  =========  =========

Shares used in per share
 calculation                        219.4      215.6      218.4      215.4
                                =========  =========  =========  =========





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


                                                       April 3,   June 27,
                                                         2010       2009
                                                      ---------- ----------
ASSETS
Current assets:
  Cash and cash equivalents                           $    433.6 $    286.9
  Short-term investments                                   245.5      398.3
  Restricted cash                                           34.0       10.3
  Accounts receivable, net                                 237.0      187.3
  Inventories, net                                         123.4      144.8
  Refundable income taxes                                    7.1       14.4
  Other current assets                                      46.1       65.8
                                                      ---------- ----------
       Total current assets                              1,126.7    1,107.8
                                                      ---------- ----------
Property, plant and equipment, net                         171.9      191.1
Deferred income taxes                                        7.8        5.7
Goodwill                                                    19.2        8.3
Other intangibles, net                                     294.2      322.6
Long-term investments                                        7.5       15.1
Other non-current assets                                    16.0       17.5
                                                      ---------- ----------
       Total assets                                   $  1,643.3 $  1,668.1
                                                      ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                    $    110.9 $    106.6
  Current portion of long-term debt                          0.2        0.2
  Accrued payroll and related expenses                      48.6       45.7
  Income taxes payable                                      23.3       20.3
  Deferred income taxes                                      6.6        5.6
  Restructuring accrual                                      8.6       16.6
  Warranty accrual                                           6.3        7.3
  Accrued expense                                           43.6       56.0
  Other current liabilities                                 58.3       51.6
                                                      ---------- ----------
       Total current liabilities                           306.4      309.9
                                                      ---------- ----------
Long-term debt                                             262.7      249.9
Other non-current liabilities                              164.9      173.8
Stockholders' equity                                       909.3      934.5
                                                      ---------- ----------
       Total liabilities and stockholders' equity     $  1,643.3 $  1,668.1
                                                      ========== ==========





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



                                 Three Months Ended     Nine Months Ended
                                --------------------  --------------------
                                April 3,   March 28,  April 3,   March 28,
                                  2010       2009       2010       2009
                                ---------  ---------  ---------  ---------
Net revenue:
   Communications Test and
    Measurement                 $   145.7  $   127.7  $   466.0  $   462.5
   Communications and
    Commercial Optical Products     128.6      100.5      342.0      390.4
   Advanced Optical
    Technologies                     58.6       51.0      167.3      157.6
   Deferred revenue related to
    purchase accounting
    adjustment                       (0.6)      (0.1)      (2.3)      (0.4)
                                ---------  ---------  ---------  ---------
          Net revenue           $   332.3  $   279.1  $   973.0  $ 1,010.1
                                =========  =========  =========  =========

Operating income (loss):
   Communications Test and
    Measurement                 $    11.5  $    10.7  $    61.0  $    74.5
   Communications and
    Commercial Optical Products      12.6       (6.4)      14.3       (0.8)
   Advanced Optical
    Technologies                     22.5       19.3       62.7       60.5
   Corporate                        (24.5)     (30.0)     (77.6)    (100.7)
                                ---------  ---------  ---------  ---------
          Total segment
           operating income          22.1       (6.4)      60.4       33.5
                                ---------  ---------  ---------  ---------
   Unallocated amounts:
     Stock based compensation       (10.0)     (13.0)     (33.1)     (38.6)
     Acquisition-related charges
      and amortization of
      intangibles                   (19.2)     (19.8)     (59.2)     (58.5)
     Impairment of goodwill             -      (45.0)         -     (736.9)
     Loss and impairment of
      long-lived assets              (0.5)      (7.0)      (1.5)     (17.0)
     Restructuring and related
      charges                        (1.2)     (11.0)     (14.3)     (20.2)
     Realignment and other
      charges                        (1.8)      (0.6)      (3.4)      (2.1)
     Interest and other income        4.3        9.7        9.8       31.3
     Interest expense                (5.9)      (5.9)     (18.1)     (19.8)
     (Loss) gain on sale of
      investments                    (0.2)       0.3       (0.1)       1.9
     Impairment of investments       (0.6)      (2.2)      (1.2)     (18.4)
                                ---------  ---------  ---------  ---------
   Loss before income taxes and
    discontinued operations     $   (13.0) $  (100.9) $   (60.7) $  (844.8)
                                =========  =========  =========  =========

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.

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.

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.

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
                                    --------------------------------------
                                       April 3, 2010     March 28, 2009
                                    ------------------  ------------------
                                      Net                 Net
                                     income     Basic    income    Basic
                                     (loss)      EPS     (loss)     EPS
                                    --------  --------  --------  --------
GAAP measures                       $  (11.9) $  (0.05) $ (101.7) $  (0.47)
  Items reconciling GAAP net
   income & EPS to Non-GAAP net
   income & EPS:

  Related to net revenues:
    Deferral of revenues related
     purchase accounting adjustment      0.6         -       0.1         -

  Related to cost of sales:
    Stock-based compensation
     expenses                            1.5      0.01       1.8      0.01
    Other non-recurring charges          0.4         -       0.5         -
    Amortization of acquired
     developed technologies             12.3      0.06      13.0      0.06
    Impairment of acquired developed
     technologies                          -         -         -         -
                                    --------  --------  --------  --------
  Total related to gross profit         14.8      0.07      15.4      0.07
                                    --------  --------  --------  --------

  Related to operating expenses:
    Research and development:
     Stock-based compensation
      expenses                           2.1      0.01       2.3      0.01
     Other non-recurring charges         0.1         -       0.1         -
    Selling, general and
     administrative:
      Stock-based compensation
       expenses                          6.4      0.03       8.9      0.04
      Other non-recurring charges        1.3      0.01         -         -
    Amortization of intangibles          6.3      0.03       6.7      0.03
    Impairment of goodwill                 -         -      45.0      0.21
    Loss and impairment of long-
     lived assets                        0.5         -       7.0      0.03
    Restructuring and related
     charges                             1.2      0.01      11.0      0.05
                                    --------  --------  --------  --------
  Total related to operating
   expenses                             17.9      0.09      81.0      0.37
                                    --------  --------  --------  --------

  Interest and other income             (3.4)    (0.02)     (7.5)    (0.03)
  Non-cash interest expense              4.4      0.02       4.1      0.01
  Loss (gain) on sale of investments     0.2         -      (0.3)        -
  Impairment of investments              0.6         -       2.2      0.01
  Discontinued operations                0.6         -       1.4      0.01
                                    --------  --------  --------  --------
  Total related to net income & EPS     35.1      0.16      96.3      0.44
                                    --------  --------  --------  --------
Non-GAAP measures                   $   23.2  $   0.11  $   (5.4) $  (0.03)
                                    ========  ========  ========  ========

                                              Diluted              Diluted
                                                EPS                  EPS
                                              --------            --------
Fully diluted Non-GAAP EPS                    $   0.10            $  (0.03)
                                              ========            ========
Shares used in per share calculation             225.1               215.6
                                              ========            ========


                                              Nine Months Ended
                                    --------------------------------------
                                      April 3, 2010       March 28, 2009
                                    ------------------  ------------------
                                      Net                 Net
                                     income     Basic    income    Basic
                                     (loss)      EPS     (loss)     EPS
                                    --------  --------  --------  --------
GAAP measures                       $  (63.3) $  (0.29) $ (845.9) $  (3.93)
  Items reconciling GAAP net
   income & EPS to Non-GAAP net
   income & EPS:

  Related to net revenues:
    Deferral of revenues related
     purchase accounting adjustment      2.3      0.01       0.4         -

  Related to cost of sales:
    Stock-based compensation
     expenses                            4.0      0.02       5.3      0.02
    Other non-recurring charges          0.9         -       0.4         -
    Amortization of acquired
     developed technologies             37.1      0.17      37.4      0.17
    Impairment of acquired developed
     technologies                          -         -       4.9      0.02
                                    --------  --------  --------  --------
  Total related to gross profit         44.3      0.20      48.4      0.21
                                    --------  --------  --------  --------

  Related to operating expenses:
    Research and development:
      Stock-based compensation
       expenses                          6.7      0.03       6.9      0.03
      Other non-recurring charges        0.1         -       0.4         -
    Selling, general and
     administrative:
      Stock-based compensation
       expenses                         22.4      0.10      26.4      0.12
      Other non-recurring charges        2.4      0.01       1.3      0.01
    Amortization of intangibles         19.8      0.09      20.7      0.10
    Impairment of goodwill                 -         -     736.9      3.42
    Loss and impairment of long-
     lived assets                        1.5      0.01      12.1      0.06
    Restructuring and related
     charges                            14.3      0.07      20.2      0.10
                                    --------  --------  --------  --------
  Total related to operating
   expenses                             67.2      0.31     824.9      3.84
                                    --------  --------  --------  --------

  Interest and other income             (5.4)    (0.03)    (16.3)    (0.08)
  Non-cash interest expense             12.8      0.06      14.1      0.07
  Loss (gain) on sale of investments     0.1         -      (1.9)    (0.01)
  Impairment of investments              1.2      0.01      18.4      0.09
  Discontinued operations                1.9      0.01       2.4      0.01
                                    --------  --------  --------  --------
  Total related to net income & EPS    122.1      0.56     890.0      4.13
                                    --------  --------  --------  --------
Non-GAAP measures                   $   58.8  $   0.27  $   44.1  $   0.20
                                    ========  ========  ========  ========

                                              Diluted              Diluted
                                                EPS                  EPS
                                              --------            --------
Fully diluted Non-GAAP EPS                    $   0.27            $   0.20
                                              ========            ========
Shares used in per share calculation             221.8               216.4
                                              ========            ========






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


                                    Three Months Ended  Nine Months Ended
                                    ------------------- -------------------
                                    April 3,  March 28, April 3,  March 28,
                                      2010      2009      2010      2009
                                    --------- --------- --------- ---------
GAAP net revenue                    $   332.3 $   279.1 $   973.0 $ 1,010.1
  Deferral of revenues related to
   purchase accounting adjustment         0.6       0.1       2.3       0.4
                                    --------- --------- --------- ---------
Non-GAAP net revenue                $   332.9 $   279.2 $   975.3 $ 1,010.5
                                    ========= ========= ========= =========




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


                                    Three Months Ended  Nine Months Ended
                                    ------------------  ------------------
                                    April 3,  March 28, April 3,  March 28,
                                      2010      2009      2010      2009
                                    --------  --------  --------  --------
GAAP net loss                       $  (11.9) $ (101.7) $  (63.3) $ (845.9)
     Interest and other income          (4.3)     (9.7)     (9.8)    (31.3)
     Interest expense                    5.9       5.9      18.1      19.8
     Loss (gain) on sale of
      investments                        0.2      (0.3)      0.1      (1.9)
     Impairment of investments           0.6       2.2       1.2      18.4
     (Benefit) provision for income
      taxes                             (1.7)     (0.6)      0.7      (1.3)
     Depreciation                       14.1      17.1      44.0      51.8
     Amortization                       18.6      19.7      56.9      58.1
                                    --------  --------  --------  --------
EBITDA                                  21.5     (67.4)     47.9    (732.3)
                                    --------  --------  --------  --------
     Costs related to restructuring
      and related charges                1.2      11.0      14.3      20.2
     Costs related to stock based
      compensation expense              10.0      13.0      33.1      38.6
     Costs related to purchase
      accounting adjustment              0.6       0.1       2.3       0.4
     Costs related to other
      non-recurring activities           1.8       0.6       3.4       2.1
     Impairment of acquired
      developed technologies               -         -         -       4.9
     Loss and impairment of
      long-lived assets                  0.5       7.0       1.5      12.1
     Impairment of goodwill                -      45.0         -     736.9
     Discontinued operations             0.6       1.4       1.9       2.4
                                    --------  --------  --------  --------
Adjusted EBITDA                     $   36.2  $   10.7  $  104.4  $   85.3
                                    ========  ========  ========  ========

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