SOURCE: JDSU

Aug 20, 2008 16:14 ET

JDSU Announces Fiscal 2008 Fourth Quarter and Year End Results

MILPITAS, CA--(Marketwire - August 20, 2008) - JDSU (NASDAQ: JDSU) (TSX: JDU) today reported results for its fourth quarter and year ended June 28, 2008.

Net revenue for the fourth quarter was $390.3 million and the net loss was $(29.8) million, or $(0.13) per share. This compares to net revenue of $350.7 million and a net loss of $(17.9) million or $(0.08) per share in the fourth quarter of 2007. The increase in net loss is primarily due to non-recurring charges in the fourth quarter of fiscal 2008.

For the full fiscal year 2008, net revenue of $1,530.1 million grew 9.5% from $1,396.8 million in fiscal 2007. The net loss for the year of $(21.7) million, or $(0.10) per share, improved from a net loss of $(26.3) million, or $(0.12) per share, in fiscal year 2007.

On a non-GAAP basis net income for the quarter was $15.5 million or $0.07 per share. This compares with non-GAAP net income of $15.0 million or $0.07 per share in the fourth quarter of 2007. On a total year basis, fiscal 2008 non-GAAP net income was $114.9 million or $0.50 per share, which compares to $64.1 million or $0.29 per share for fiscal 2007.

On an adjusted EBITDA basis (adjusted Earnings Before Interest, Taxes, Depreciation and Amortization) the Company reported $25.1 million for the fourth quarter, which compares to $11.7 million in the fourth quarter of 2007. For the total year, adjusted EBITDA was $142.9 million which compares to $72.9 million for fiscal 2007.

"In 2008, JDSU achieved solid growth in revenue, non-GAAP net income and free cash flow," said Kevin Kennedy, JDSU's Chief Executive Officer. "Moving into 2009, we will continue to focus on advancing our business model across all of our business segments."

Financial Overview - Fiscal 2008 Fourth Quarter Ended June 28, 2008

--  On an annual basis, year-over-year revenue grew in three out of four
    business segments. The annual growth in optical communications was 6%,
    communications test and measurement grew 12%, advanced optical technologies
    grew 21%, while lasers declined by 9%.
--  Fourth-quarter optical communications non-GAAP net revenue of $145.1
    million grew 6.6% from the third quarter level of $136.1 million.  Revenue
    from this segment represented 37% of total non-GAAP net revenue.
--  Communications Test and Measurement non-GAAP net revenue of $170.5
    million was up 0.7% from the third quarter level of $169.3 million, and
    represented 44% of total non-GAAP net revenue.
--  Non-GAAP net revenue from the Advanced Optical Technologies segment
    was $52.9 million, down from the third quarter level of $55.8 million, and
    represented 13% of total non-GAAP net revenue.
--  Our Commercial Lasers business reported non-GAAP net revenue of $22.1
    million, down from the third quarter level of $23.0 million, and
    represented 6% of total non-GAAP net revenue.
--  Americas' customers represented 50% of total non-GAAP net revenue.
    European and Asia-Pacific customers represented 29% and 21% of total non-
    GAAP net revenue, respectively.
--  The Company incurred an impairment of goodwill and intangibles,
    associated with two acquisitions, for $45.4 million and patent and
    litigation charges for $20.8 million.  The Company also received $61.6
    million in cash and securities from a securities litigation settlement.
    The total impact of these items lowered GAAP net income by $4.6 million
    for the quarter.
--  The Company held $903.0 million in total cash. During the quarter the
    Company reduced its short term debt by $75.0 million and bought back stock
    for $113.2 million. The Company was free cash flow positive $9.0 million,
    excluding the cash received from the securities litigation settlement.
    

Business Outlook

For the first quarter of fiscal 2009, ending September 27, 2008, the Company expects revenue to be in the range of $378 to $394 million.

Conference Call

The Company will discuss these results and other related matters at 2:00 p.m. Pacific Time on August 20, 2008 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 medial/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; (b) the ongoing potential for significant quarter-over-quarter product mix fluctuations, which can materially impact profitability measures due to the broad gross margin range across our portfolio; (c) continuing consolidation activities affecting 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 traditional Optical Communications and our Advanced Optical Technologies and Commercial Lasers businesses; (e) we and many of our Optical Communications suppliers continue to experience execution and delivery challenges which limit our revenue and impair our profitability; (f) 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; (g) we are currently engaged in various product and manufacturing transfers, site consolidations and product discontinuances, which has caused and may continue to cause execution disruptions, customer satisfaction issues and quality and delivery problems; and (h) we are currently materially upgrading our ERP systems, which if not completed on-time and on budget could materially impair our business in the near term and create additional future expenses and customer dissatisfaction.

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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 filed with the Securities and Exchange Commission, as well as in other filings on Forms 10-Q and 10-K. 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
                                --------------------  --------------------
                                June 28,   June 30,   June 28,   June 30,
                                  2008       2007       2008       2007
                                ---------  ---------  ---------  ---------
Net revenue                     $   390.3  $   350.7  $ 1,530.1  $ 1,396.8
Cost of sales                       233.2      228.3      885.5      884.6
Amortization of acquired
 developed technologies              12.5       10.5       49.3       40.2
Acquired developed technologies
 impairment                           4.0          -        4.0          -
                                ---------  ---------  ---------  ---------
Gross profit                        140.6      111.9      591.3      472.0
                                ---------  ---------  ---------  ---------
Operating expenses:
  Research and development           47.5       42.2      188.1      168.4
  Selling, general and
   administrative                   137.9       95.3      455.8      368.4
  Amortization of other
   intangibles                        8.0        6.9       30.0       26.8
  Acquired in-process research
   and development                      -        5.1          -        5.1
  Reduction of goodwill              37.0          -       37.0          -
  Reduction of intangibles and
   other long-lived assets            4.9        0.9        6.7        7.8
  Restructuring charges               3.7        4.1        6.7       14.7
                                ---------  ---------  ---------  ---------
Total operating expenses            239.0      154.5      724.3      591.2
                                ---------  ---------  ---------  ---------
Loss from operations                (98.4)     (42.6)    (133.0)    (119.2)
Interest and other income            70.0       21.5      120.1       73.0
Interest expense                     (2.1)      (2.0)      (8.8)      (7.1)
Gain on sale of investments           0.5        0.6        2.4       29.0
                                ---------  ---------  ---------  ---------
Income (loss) before income
 taxes                              (30.0)     (22.5)     (19.3)     (24.3)
Provision (benefit) for income
 taxes                               (0.2)      (4.6)       2.4        2.0
                                ---------  ---------  ---------  ---------
Net income (loss)               $   (29.8) $   (17.9) $   (21.7) $   (26.3)
                                =========  =========  =========  =========

Net income (loss) per share
     Basic and diluted          $   (0.13) $   (0.08) $   (0.10) $   (0.12)
                                =========  =========  =========  =========
Shares used in per share
 calculation
     Basic and diluted              228.9      213.7      223.8      211.7
                                =========  =========  =========  =========




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


                                                        June 28,  June 30,
                                                          2008      2007
                                                        --------- ---------
ASSETS
Current assets:
  Cash and cash equivalents                             $   265.6 $   362.9
  Short-term investments                                    608.0     769.9
  Restricted cash                                            11.1       9.9
  Accounts receivable, net                                  297.7     264.2
  Inventories, net                                          188.9     204.3
  Refundable income taxes                                     7.8       4.7
  Other current assets                                       50.0      44.8
                                                        --------- ---------
      Total current assets                                1,429.1   1,660.7
Property, plant and equipment, net                          213.2     210.5
Deferred income taxes                                         3.6       7.1
Goodwill                                                    796.2     710.0
Other intangibles, net                                      416.1     411.5
Long-term investments                                        25.6       3.1
Other non-current assets                                     22.3      22.4
                                                        --------- ---------
      Total assets                                      $ 2,906.1 $ 3,025.3
                                                        ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                      $   129.6 $   111.5
  Short-term debt                                            83.0         -
  Accrued payroll and related expenses                       58.9      62.0
  Income taxes payable                                        6.7      42.3
  Deferred income taxes                                       0.4       2.6
  Restructuring accrual                                       5.7       6.9
  Warranty accrual                                           10.1      10.3
  Other current liabilities                                 151.0     112.3
                                                        --------- ---------
       Total current liabilities                            445.4     347.9
Long-term debt                                              425.0     808.0
Other non-current liabilities                               218.3     133.9

Stockholders' equity                                      1,817.4   1,735.5
                                                        --------- ---------
       Total liabilities and stockholders' equity       $ 2,906.1 $ 3,025.3
                                                        ========= =========




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



                                 Three Months Ended   Twelve Months Ended
                                --------------------  --------------------
                                June 28,   June 30,   June 28,   June 30,
                                  2008       2007       2008       2007
                                ---------  ---------  ---------  ---------
Net revenue:
   Optical Communications       $   145.1  $   109.2  $   526.9  $   496.1
   Communications Test and
    Measurement                     170.5      174.8      710.6      635.2
   Advanced Optical
    Technologies                     52.9       44.7      206.5      170.0
   All Other, Commerical Lasers      22.1       22.1       87.2       95.9
   Deferred revenue related to
    purchase accounting
    adjustment                       (0.3)      (0.1)      (1.1)      (0.4)
                                ---------  ---------  ---------  ---------
          Net revenue           $   390.3  $   350.7  $ 1,530.1  $ 1,396.8
                                =========  =========  =========  =========

Operating income (loss):
   Optical Communications       $     7.9  $    (9.4) $    20.8  $   (14.2)
   Communications Test and
    Measurement                      19.2       26.4      117.2       96.7
   Advanced Optical
    Technologies                     18.0       13.1       76.8       52.6
   All Other, Commerical Lasers       1.4       (0.2)      (0.5)       4.2
   Corporate                        (38.1)     (34.2)    (136.6)    (127.8)
                                ---------  ---------  ---------  ---------
          Total segment
           operating income
           (loss)                     8.4       (4.3)      77.7       11.5
   Unallocated amounts:
     Stock based compensation       (12.5)      (6.9)     (49.3)     (29.7)
     Acquisition-related charges
      and amortization of
      intangibles                   (58.6)     (30.2)    (121.0)     (80.7)
     Reduction of intangibles
      and other long-lived
      assets                         (8.9)      (0.9)     (10.7)      (7.8)
     Restructuring charges           (3.7)      (4.1)      (6.7)     (14.7)
     Realignment and other
      charges                       (23.1)       3.8      (23.0)       2.2
     Interest and other income       70.0       21.5      120.1       73.0
     Interest expense                (2.1)      (2.0)      (8.8)      (7.1)
     Gain (loss) on sale of
      investments                     0.5        0.6        2.4       29.0
                                ---------  ---------  ---------  ---------
   Income (loss) before income
    taxes                       $   (30.0) $   (22.5) $   (19.3) $   (24.3)
                                =========  =========  =========  =========


Use of Non-GAAP (Adjusted) Financial Measures

The Company provides non-GAAP 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 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 primarily due to 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, workforce related charges such as retention bonuses and employee relocation costs related to a formal restructuring plan, building costs for facilities not required for ongoing operations, and costs related to the relocation of certain facilities and equipment from buildings which the Company has disposed of or plans to dispose. 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 that these items do 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 reduction in the fair value 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 SFAS 123R for fiscal 2006, and under APB 25 for earlier comparative periods. The Company excludes this item, 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 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.

Reduction of goodwill and other long-lived assets: The Company incurs costs, included in its GAAP presentation of operating expense, related to the reduction of the carrying value of goodwill and other long-lived assets primarily related to SFAS 142 and SFAS 144 adjustments, respectively. SFAS 142 and SFAS 144 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, SFAS 142 and SFAS 144 related asset value reductions 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, EBITDA 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 SFAS 142 and SFAS 144, 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.

Acquired In-Process Research and Development: The Company recorded charges for acquired in-process research and development, included in its GAAP presentation of operating expense, in connection with its acquisitions. These amounts were expensed on the acquisition dates as the acquired technology had not yet reached technological feasibility and had no future alternative uses. There can be no assurance that acquisition of businesses, products or technologies in the future will not result in substantial charges for acquired IPR&D. Accordingly, acquired IPR&D are non-recurring and generally unpredictable. The Company believes that eliminating this expense, for the purposes of calculating non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA, is useful to investors.

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
   NON-GAAP INFORMATION AND RECONCILIATION TO COMPARABLE GAAP FINANCIAL
                                 MEASURES
                   (in millions, except per share data)
                                (unaudited)


                  Three Months Ended              Twelve Months Ended
            ------------------------------  ------------------------------
               June 28,        June 30,        June 28,        June 30,
                 2008            2007            2008            2007
            --------------  --------------  --------------  --------------
              Net             Net             Net             Net
            income  Basic   income  Basic   income  Basic   income  Basic
            (loss)   EPS    (loss)   EPS    (loss)   EPS    (loss)   EPS
            ------  ------  ------  ------  ------  ------  ------  ------
GAAP
 measures   $(29.8) $(0.13) $(17.9) $(0.08) $(21.7) $(0.10) $(26.3) $(0.12)
 Items
  reconcil-
  ing GAAP
  net income
  & EPS to
  Non-GAAP
  net income
  & EPS:

 Related to net
  revenues:
  Deferral of
   revenues
   related to
   acquisition
   activities  0.3       -     0.1       -     1.1       -     0.4       -

 Related to
  cost of
  sales:
  Acquisition-
   related
   expenses    0.8       -       -       -     3.6    0.02     0.7       -
  Stock-
   based
   compen-
   sation
   expenses    1.6    0.01     1.0       -     5.3    0.02     4.1    0.02
  Other non-
   recurring
   charges       -       -     7.6    0.04     1.1       -     9.1    0.04
  Amortiza-
   tion of
   acquired
   developed
   technol-
   ogies      12.5    0.05    10.5    0.05    49.3    0.22    40.2    0.19
  Acquired
   developed
   technol-
   ogies
   impair-
   ment        4.0    0.02       -       -     4.0    0.02       -       -
            ------  ------  ------  ------  ------  ------  ------  ------
 Total
  related
  to gross
  profit      19.2    0.08    19.2    0.09    64.4    0.28    54.5    0.25
            ------  ------  ------  ------  ------  ------  ------  ------

 Related to
  operating
  expenses:
  Research and
   develop-
   ment:
   Stock-
    based
    compen-
    sation
    expenses   2.8    0.01     1.7    0.01    10.2    0.05     7.4    0.03
   Other
    non-
    recurring
    charges      -       -       -       -       -       -     0.5       -
  Selling,
   general
   and adminis-
   trative:
   Stock-
    based
    compen-
    sation
    expenses   8.1    0.04     4.2    0.02    33.8    0.15    18.2    0.09
   Other
    non-
    recurring
    charges   23.1    0.10    (3.8)  (0.02)   21.9    0.10    (4.3)  (0.02)
  Amortiza-
   tion of
   intangi-
   bles        8.0    0.03     6.9    0.03    30.0    0.13    26.8    0.13
  Acquired
   in-
   process
   research and
   development   -       -     5.1    0.02       -       -     5.1    0.02
  Reduction
   of
   goodwill   37.0    0.16       -       -    37.0    0.17       -       -
  Reduction
   of
   intangi-
   bles &
   other
   long-
   lived
   assets      4.9    0.02     0.9       -     6.7    0.03     7.8    0.04
  Restruct-
   uring
   charges     3.7    0.02     4.1    0.02     6.7    0.03    14.7    0.07
            ------  ------  ------  ------  ------  ------  ------  ------
 Total
  related to
  operating
  expenses    87.6    0.38    19.1    0.08   146.3    0.66    76.2    0.36
            ------  ------  ------  ------  ------  ------  ------  ------

 Interest
  and other
  income     (61.0)  (0.26)   (4.8)  (0.02)  (71.7)  (0.32)  (11.3)  (0.05)
 (Gain)
  loss on
  sale of
  investments (0.5)      -    (0.6)      -    (2.4)  (0.01)  (29.0)  (0.14)

            ------  ------  ------  ------  ------  ------  ------  ------
 Total
  related
  to net
  income
  (loss)
  & EPS       45.3    0.20    32.9    0.15   136.6    0.61    90.4    0.42
            ------  ------  ------  ------  ------  ------  ------  ------

            ------  ------  ------  ------  ------  ------  ------  ------
Non-GAAP
 measures   $ 15.5  $ 0.07  $ 15.0  $ 0.07  $114.9  $ 0.51  $ 64.1  $ 0.30
            ======  ======  ======  ======  ======  ======  ======  ======
                   Diluted         Diluted         Diluted         Diluted
                     EPS             EPS             EPS             EPS
                    ------          ------          ------          ------
Fully
 diluted
 Non-GAAP EPS       $ 0.07          $ 0.07          $ 0.50          $ 0.29
                    ======          ======          ======          ======




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


                                    Three Months Ended  Twelve Months Ended
                                    ------------------- -------------------
                                    June 28,  June 30,  June 28,  June 30,
                                      2008      2007      2008      2007
                                    --------- --------- --------- ---------
GAAP net revenue                    $   390.3 $   350.7 $ 1,530.1 $ 1,396.8

  Deferral of revenues related to
   acquisition activities                 0.3       0.1       1.1       0.4

                                    --------- --------- --------- ---------
Non-GAAP net revenue                $   390.6 $   350.8 $ 1,531.2 $ 1,397.2
                                    ========= ========= ========= =========




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


                                 Three Months Ended   Twelve Months Ended
                                --------------------  --------------------
                                June 28,   June 30,   June 28,   June 30,
                                  2008       2007       2008       2007
                                ---------  ---------  ---------  ---------
GAAP net income (loss)          $   (29.8) $   (17.9) $   (21.7) $   (26.3)
     Interest and other income      (70.0)     (21.5)    (120.1)     (73.0)
     Interest expense                 2.1        2.0        8.8        7.1
     (Gain) loss on sale of
      investments                    (0.5)      (0.6)      (2.4)     (29.0)
     Provision (benefit) for
      income taxes                   (0.2)      (4.6)       2.4        2.0
     Depreciation                    16.7       16.0       65.2       61.4
     Amortization                    20.5       17.4       79.3       67.0
                                ---------  ---------  ---------  ---------
EBITDA                              (61.2)      (9.2)      11.5        9.2
     Costs related to
      restructuring events            3.7        4.1        6.7       14.7
     Costs related to stock
      based compensation
      expense                        12.5        6.9       49.3       29.7
     Costs related to
      acquisition activities          1.1        7.7        4.7       10.2
     Costs related to other
      non-recurring activities       23.1       (3.8)      23.0       (3.8)
     Reduction in intangibles
      and other long lived
      assets                          8.9        0.9       10.7        7.8
     Reduction of goodwill           37.0          -       37.0          -
     Acquired in-process
      research and development          -        5.1          -        5.1
                                ---------  ---------  ---------  ---------
Adjusted EBITDA                 $    25.1  $    11.7  $   142.9  $    72.9
                                =========  =========  =========  =========
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