8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2002

JDS Uniphase Corporation
(Exact name of registrant as specified in its charter)

Commission file number 0-22874

 

Delaware	94-2579683
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

1768 Automation Parkway
San Jose, California    95131

(Address of principal executive offices including zip code)

(408) 546-5000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Item 7.  Financial Statements and Exhibits.

Exhibit Number	Description
Exhibit 99.1	Information contained in a script in connection with a conference call to be delivered by the officers of the Registrant on January 24, 2002 furnished pursuant to Item 9 of this Form 8-K.
Exhibit 99.2	Press Release dated January 24, 2002.

Item 9.  Regulation FD Disclosure.

On January 24, 2002, officers of JDS Uniphase Corporation, a Delaware corporation (the “Registrant”), will deliver a conference call that includes information contained in a script which is furnished as Exhibit 99.1 to this Report on Form 8-K and incorporated herein by reference and a press release that is furnished as Exhibit 99.2 to this Report on Form 8-K and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned therunto duly authorized.

JDS UNIPHASE CORPORATION

By:  /s/ Michael C. Phillips

Michael C. Phillips

Senior Vice President, Business Development,
General Counsel

Dated: January 24, 2002

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Information contained in a script in connection with a conference call to be delivered by the officers of the Registrant on January 24, 2002 furnished pursuant to Item 9 of this Form 8-K.
Exhibit 99.2	Press Release dated January 24, 2002.

EX-99.1

Exhibit 99.1

JDS Uniphase Conference Call Script -- 01/24/02

JOZEF

Welcome to all of you on this call. I am joined by Greg Dougherty, our Chief Operating Officer, and Tony Muller, our Chief Financial Officer. This afternoon we would like to discuss with you our second quarter results, further progress of our Global Realignment Program and offer our outlook. We believe that our restructured company, ever expanding product breadth, vertical integration and existing customer relationships are allowing us to expand and extend our leadership position in optical components and modules. Although our revenue decline has been quite dramatic, we continue to succeed in terms of new design wins and improving our cost competitiveness. Now let me ask Tony to review the safe harbor statement and then Greg and I will provide a market and business report before Tony covers the financials.

TONY

FORWARD LOOKING LANGUAGE

We would like to advise you that our report and the discussions we will have today include forward looking statements. Forward-looking statements are all statements we make, other than those dealing specifically with historical matters (that is our historical financial results and any statements we make about the conduct of our business, operations and finances up to this moment). Our forward looking statements include any information or projections we provide on future economic conditions, industry trends, business operations and financial guidance. All forward looking statements mentioned are subject to risks and uncertainties that could cause actual results to differ materially from those projected in the forward looking statements. Some, but not all, of these risks and uncertainties are discussed from time to time in the press releases and securities filings of the company with the SEC, particularly the "Risk Factor" section of our Form 10-Q filed for the quarter ended September 29, 2001.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

JOZEF

Thank you Tony.

• Our revenue in the first quarter was $286 million, down 13% sequentially. Tony will provide you with the financial results and our guidance, so let me share with you our view on how the downturn is progressing and when it may end. Based on my discussions with customers, our understanding of the component and module environment and our review of the industry, we believe that our revenue going forward may initially fluctuate around the level we reach in March until the recovery gains momentum. Importantly, this is an opportunistic environment that requires flexibility and quick execution - the company that can respond to customer needs and to changed business levels - will be the winner. We believe that the improvements we have made in our manufacturing efficiency and overall cost-competiveness coupled with our broad product breadth position us well in this environment.
• Over the long-term, our continued success with design wins positions us well in the next-generations of systems that our customers will introduce. We have completed negotiations with several of our larger customers on our annual contracts and we believe that we are at least holding our competitive position with most customers, provided that we continue to execute effectively. Examples of products recently being designed into new systems include our wavelength switch, temperature-tunable source laser, 10 Gb/s transponders, 10 Gb/s modulators, 10 Gb/s receivers, metro amplifiers, next generation DWDM, dynamic gain equalizers and our MEMS variable optical attenuator, to name a few.
• Design activity continues to be strong and we expect to introduce many important new products over the coming months. The OFC trade show will showcase a number of these new products that will offer the primary attributes required by new system architectures: small footprint, increased functionality, improved optical performance, added intelligence and low cost. Additionally, we will be highlighting our end to end system built entirely with JDS Uniphase components, an accomplishment that none of our competitors can offer. I hope to see you at the show and I encourage you to review our announcements if you are unable to attend.
• Important additions to our product breadth and integrated module strategy are the Gigabit Ethernet and Fibre Channel product lines that we acquired from IBM. With these products, we are truly an end-to-end supplier from the enterprise to ultra long haul systems. I am pleased to report that all of the IBM employees in this unit have chosen to join JDS Uniphase so we embark on this new venture with a very talented, enthusiastic team. We are already actively engaged with customers for the IBM products - both those that are customers for our telecommunications products and those that are new customers for JDS Uniphase, and we are pleased with the response we have received.
• Turning to our operations, Greg's team has done a superb job in executing on our Global Realignment Plan ahead of schedule while broadening its scope where possible to improve our operating leverage. With fewer facilities, an enhanced IT infrastructure, increased focus on low cost manufacturing, a more cost-competitive expense structure and a dedication to outsourcing and automation, we believe we have laid the foundation for the most profitable company in the industry. In addition to lowering our cost structure dramatically, we have significantly improved the operating leverage we can achieve with any future sales increases. And I am pleased to report that this far-reaching restructuring is accompanied by innovation and design creativity that is responding to the needs of our customers' new system programs.
• During this long and difficult downturn, we are re-engineering our company to be a better partner for our customers now more than ever. We believe our improved manufacturing efficiency, broad product breadth, dedication to technological innovation, collaborative engineering capability and commitment to our customers clearly differentiates JDS Uniphase among the optical component and module suppliers and we plan to capitalize on this position.

• Greg.

GREG

Thank you Jozef.

• Let me provide a brief update on the Global Realignment Program before touching on our individual operating segments, and the implementation of our Balanced Scorecard.
• We have largely met our original goals for the Global Realignment Program, yet we are continuing to expand its scope as we find additional opportunities to make our operations more effective and efficient while we meet customer needs. This has meant additional site closings and product line transfers. Regrettably, it has also meant additional job reductions. We now have just over 11,000 employees and we will continue to look at further consolidations. An example as to how we are going about these further reductions is our recent decision to consolidate our facility in Piscataway, New Jersey that manufactures high speed electronic circuits with our modulator site in Connecticut. These products are used together in our transmission subsystems and this action supports our vertical integration strategy and allows us to better leverage the optical and electronic technology expertise in one location while reducing our fixed overhead. As always we are doing our best to treat our employees with the dignity and respect that they deserve.
• I would also note that our new management team did a great job in the quarter containing capital spending and improving working capital turnover.
• We now expect the Global Realignment Program will provide over a $900 million annual savings rate. In the second quarter we achieved our target of creating a break even cost structure at $350 million in revenue, excluding the impact of the IBM transaction. Including IBM in the third quarter, we expect our break even level to be under $345 million in quarterly revenue, and we expect our break even level to decline even further thereafter.
• Now let me discuss our product lines and offer a couple of brief highlights from the various business units.
• In our transmission and network components segment, let me start with amplifiers. While we continue to offer significant custom work on amplifiers, we believe that new additions to our standard amplifier line position us with the broadest standard product offering available. These products offer customers lower price points and improved manufacturability without sacrificing performance. The group has also qualified several new higher performance micro-optic components for amplifiers that significantly improve amplifier performance. Additionally, the amplifier group is demonstrating its first 25 GHz optical performance monitor and now has performance monitor products designed in at seven major accounts. Performance monitors allow carriers to monitor and analyze their networks remotely at the optical layer, an important cost-saving feature as networks become more optical and less electrical. We believe that network management will be an increasingly important feature in next generation architectures.

• In transmission subsystems, our 2.5 Gb/s transponder product family continues to do well and actually experienced a quarterly increase in revenue. Interest in our 10 Gb/s transponder family remains strong and our cable TV products have experienced steady sales. We expect our CATV sales to remain strong.
• The acquisition of the IBM Rochester unit positions us as a leader in Storage Area and Local Area Networks. We are very pleased with the outstanding team and our confident that they will contribute to JDS Uniphase in multiple ways. I am also very proud to say that we have a very well defined integration plan to bring the ex-IBM team into the JDS Uniphase family.

• Our wavelength routing group continues to lead the market in innovation and integrated product solutions. Our line of wavelength switches and blockers are receiving very positive customer response as low cost solutions for remotely adding and dropping wavelengths. We also have numerous design wins for our 1X2 and 2X2 MEMS and MOMS switches and our MEMS attenuator is the first on the market available in volume. Dynamic Gain Equalizers, tunable filters and interleavers are also being sampled to customers.
• Our Active Components Group continues to record design wins for many of our products including pump lasers, semiconductor optical amplifiers, tunable continuous wavelength source lasers, receivers and modulators. We have several exciting new products moving from development to sampling including a 25-GHz temperature-tunable CW laser, 10 Gb/s z-cut modulator, uncooled 980 pump lasers and 14XX pumps.
• We believe that our non-telecom products have seen the cyclical bottom in sales in December. Bookings have been increasing since September and the business reported a book to bill ratio of one in the second quarter for the first time in several quarters. We are seeing additional interest in products used in projection display and High Definition TV as well as those used in security and anti-counterfeiting, such as our new SecureShift pigments.
• Last quarter we introduced our balanced scorecard as a tool to foster continuous improvement. We now have the tools in place to capture data and measure performance in the categories of: financial performance, customer satisfaction, technology and people satisfaction. Improvement initiatives are being initiated in our units and we are finding opportunities for immediate and significant improvements that provide an important morale boost for an initiative that is so comprehensive and challenging. This program is vital in our quest for operational excellence, so that we may provide value to our customers via innovation and execution.

• Now let me speak of our most important asset - the talented people of JDS Uniphase. The downturn has been very difficult for all of us, yet our people continue to serve our customers with passion and professionalism. We have expanded our employee communications programs that are so important, both because of business conditions and because of our geographic diversity, and we have also changed our stock option programs to provide options more frequently without either repricing or exceeding our dilution targets. These have been well received by our employees. We have also hired a new vice president of human resources, filling a position that had been vacant. Garry Ronco joined us from Cisco in the second quarter and we look forward to his leadership and positive contributions going forward.
• In summary, we have made significant progress in all of our operations and we continue to position JDS Uniphase as the leader in optoelectronics.

• Jozef.

JOZEF

Thank you Greg. Now Tony will review the second quarter and discuss guidance for future periods.

TONY

Numbers for the Quarter

Let me first review the financial highlights for the quarter.

• Sales of $286 million in the quarter were down 13% from the first quarter and approximately at the mid-point of our sales guidance.
• Global Realignment Program charges were $73 million in the quarter.
• Pro forma gross margin reflected the costs of the global realignment program, the write down of $80 million in inventory because of changes in product mix and sales level forecasts as compared to three months ago, and the use of approximately $29 million in inventory that had previously been written down..
• Our financial condition remains very strong. Cash at the end of December was $1.5 billion, a change from last quarter principally reflecting the IBM acquisition. We used $5 million in cash for operations.

Looking at the quarter in more detail let me start with our operating results.

• We had no ten per cent customers in the quarter
• Transmission and Network Components represented $212.8 million in revenue, or 74.4% of total sales. Revenue in this segment was down 12% sequentially.
• Thin Film Products and Instrumentation accounted for $70.5 million in revenue, or 24.7% of total sales. Revenue in this segment was down 16% sequentially.
• Modules represented almost 25% of sales for the quarter, and this percentage is projected to grow by 300 basis points or more over each of the next two quarters. We include in the module category amplifiers, transceivers, instruments, certain switching products as well as other integrated module products. We expect modules that use JDS Uniphase components to have gross margins comparable to the Company average.
• Our book-to-bill ratio was below one for the quarter because of the continuing downturn.
• We incurred charges of approximately $80 million for the write-down of excess and obsolete inventory. Please note that any parts previously written down can have no financial effect on our operating results, even if we now consider them saleable, until they are sold. The Company did use approximately $29 million in inventory during the quarter that had previously been written down.

• Gross margin (pro forma)
• Our pro forma gross margin, including realignment and other charges was (13.8%). Excluding inventory charges and the benefit of using written down parts, it was 22.5%. Our gross margin was adversely affected by product mix and yields. We had higher than expected sales of modules that are not yet fully vertically integrated with JDSU components. Yields were adversely affected by product relocations and other changes in connection with the Global Realignment Program.
• R&D (pro forma)

• Excluding Global Realignment Program charges, R&D was approximately $51.6 million or 18% of sales for the quarter, down 19% from the first quarter.
• SG&A (pro forma)

• SG&A expenses, excluding Global Realignment Program charges, were $71.5 million or 25% of sales for the quarter. SG&A expenses were down 18% sequentially.

• Interest and other income were $9.7 million for the quarter.
• The provision for income taxes reflects an increase of $150 million in the valuation allowance for the Company's domestic deferred tax assets.

• Our pro forma loss was $255.3 million or $0.19 per share for the first quarter. These results include the Global Realignment Program costs, charges for the write down of excess inventory, benefits of using previously written-down inventory and exclude the costs we have historically excluded, primarily those related to merger and acquisition charges.
• Again, please note that analyst estimates for the December quarter typically exclude the costs associated with the JDS Uniphase Global Realignment Program. The pro forma amounts shown above do not exclude such costs.
• For the first quarter shares were 1.33 billion.

Let me provide additional details on the Global Realignment Program.

• The total costs of this program are estimated to be $900-950 million of which approximately $850 million was incurred through the end of the second quarter. In the second quarter we incurred charges of $73 million, of which $53 million was charged to cost of goods sold, and $20 million was charged to operating expenses. Included in the costs of the Global Realignment Program are charges for accelerated depreciation, and moving and employee costs related to the phasing out of certain facilities and equipment.
• To date actions taken under the Global Realignment Program have reduced annual expenses by approximately $800 million and we now expect this number to exceed a $900 million annual rate by the end of the year.

Balance Sheet

Our financial strength remains considerable.

• We held $1.7 billion in cash and marketable securities at the end of the quarter, of which $1.5 billion was cash, money market and other highly liquid fixed income securities. The decline in the latter amount largely reflected the cash portion of the IBM optical transceiver business purchase.
• Receivables were down considerably and DSAR were 61 days for the quarter, down ten days from a quarter ago.
• The Global Realignment Program used approximately $38 million in cash during the quarter. To date, the Global Realignment Program has used over $120 million in cash and we expect additional cash outlays of approximately $180 million over future quarters.
• Inventory turns for the quarter were not meaningful because of the large inventory write downs we have taken.
• We used $5 million in cash from operations during the quarter, including the cash used by the Global Realignment Program.
• Capital spending for the quarter was $31 million (year to date $87 million) which was below depreciation. We expect capital spending for the year to be under our original goal of $200 million.

Intangible Assets

• As we did in the previous three quarters, we again performed an assessment of our assets pursuant to SFAS 121. This resulted in $1.3 billion in reductions of intangible assets for the quarter. The reductions did not relate to our major core telecommunications units.

Leverage

• As Jozef mentioned, our operating leverage has improved significantly and I would like to provide some additional detail on this. Based on our current cost structure and forecasted product mix, including the IBM transceiver operation, we believe that as industry conditions improve we can achieve pro-forma operating gross margin leverage of over 60% of revenue increases initially and then well over 50% through a significant range of quarterly sales increases. We believe marginal operating profitability on such future sales increases would initially be in the high 50's as a percent of sales and then remain above 40% during such periods. This model anticipates that module-level products will be an increasing proportion of total revenue with vertically integrated modules earning gross margins equal to the company average.

Guidance

• Let me discuss our guidance for future periods. I would like to reaffirm the guidance we previously provided for the March quarter - a sequential sales decline of ten to fifteen percent from the December quarter for our business as it existed prior to the acquisition of the IBM transponder business, with $18 to $19 million in projected additional sales from the product lines acquired from IBM. This would imply third quarter sales of $261 to $276 million.
• Recent changes to our sales forecasts have caused the Company to be uncertain that the March quarter will represent the low point in sales for the current downturn, although we expect recovery from the low point initially to be modest. While we have seen analyst forecasts that system supplier sales will reach a bottom in the March quarter, we believe any increases in system orders will in large measure initially be absorbed by customer inventories, although over time our customers' inventories will be reduced and new products will become an increasing share of our customers' component and module requirements.

• At the sales level projected for the third quarter we expect pro forma gross margins will be in the range of 30% to 32% of sales and we expect to report a pro forma loss of $0.01 to $0.02 for the period, excluding charges under the Global Realignment Program.

• Jozef.

JOZEF

• Thank you Tony.
• Finally, I would like to thank the employees of JDS Uniphase for their continued dedication in this difficult environment. Our team of talented individuals continues to introduce leading-edge products that help our customers design systems with the performance and economics required by the carriers. At the same time, our team has been aggressively cutting costs and creating a more efficient manufacturing operation. The people that built JDS Uniphase into today's leader are working to ensure that JDS Uniphase is tomorrow's leader as well and for that we are very thankful.

• We can now open the call to questions.

EX-99.2

Exhibit 99.2

News Release

For further information contact:

Anthony R. Muller
Executive Vice President and CFO
408-546-4546

Alison Reynders
Director, Investor Relations
408-546-4314
JDS Uniphase Corporation
1768 Automation Parkway
San Jose, CA
95131 USA

Tel 408 546-5000
Fax 408 546-4372
www.jdsu.com

JDS UNIPHASE SECOND QUARTER RESULTS

Ottawa, Ontario, and San Jose, California, January 24, 2002 - JDS Uniphase Corporation (NASDAQ: JDSU and TSE: JDU) today reported sales of $286 million for the second quarter ended December 29, 2001. Sales for the second quarter were 13% below sales of $329 million reported for the first quarter ended September 29, 2001 and were consistent with the Company's earlier guidance.

"Our commitment to being the leading provider of optical components and modules remains unshaken despite the depth of the current downturn in the telecommunications industry," said Jozef Straus, co-chairman, president and CEO. "Our Global Realignment Program has made us more cost-competitive, focused our ongoing research and development efforts on critical solutions for our customers and strengthened our commitment to provide our customers with industry leading solutions and service. At the same time we have retained our strategic focus as we continue to seek new business opportunities that will allow us to offer our customers broader and more integrated solutions. We believe that, through these efforts, as the business cycle moves from its current environment, JDS Uniphase can lead the industry and continue to achieve the potential for fiberoptic communications."

Financial Results

The Company reported a GAAP loss of $2.1 billion, or $1.60 per share, for the second quarter ended December 29, 2001. On a pro forma basis, excluding reduction of goodwill and other long-lived assets, purchased intangibles amortization, acquired in-process research and development, stock compensation charges, payroll taxes on stock option exercises, gain on sale of investments and activity related to equity method investments, the Company reported a loss of $255 million, or $0.19 per share for the quarter. Both the GAAP and pro forma results reflect the costs of the Global Realignment Program and charges related to the write down of excess and obsolete inventory, offset by the benefit from the sale of previously written down inventory. These results also reflect an increase of $150 million in the valuation allowance for the Company's domestic deferred tax assets. The Company's results of operations do not include any impact of the operations of the optoelectronic transceiver business, which was acquired by the Company from IBM on December 28, 2001. Each of these pro forma adjustments is summarized in the Company's pro forma financial tables that follow in this release.

Editors' Note

Please note that analyst estimates for the second quarter typically exclude the restructuring and other costs associated with the JDS Uniphase Global Realignment Program and the deferred tax adjustment noted above. The pro forma amounts shown below do not exclude such costs. This information should be noted in any comparison between results for the second quarter and First Call and I/B/E/S consensus analyst estimates of a loss of $0.02 per share for the second quarter.

The following table summarizes the Company's pro forma results for the second quarter (in millions, except per share data):

	Three Months Ended
		December 29, 2001	December 30, 2000
		(unaudited)
Net sales		$286	$925
Gross profit (loss)		$(40)	$476
Income (loss) from operations		$(182)	$302
Income (loss) before income taxes		$(172)	$315
Net income (loss)		$(255)	$208
Net income (loss) per diluted share		$(0.19)	$0.21
Diluted weighted average shares outstanding		1,330	1,012

Pro forma results for the three months ended December 29, 2001 exclude a $1,267.6 million reduction of goodwill and other long-lived assets; $441.3 million of purchased intangibles amortization; $22.1 million of acquired in-process research and development; $29.6 million of non-cash stock compensation; $0.3 million of payroll taxes on stock option exercises; $6.4 million of gain on sale of investments; and $25.8 million in activity related to investments accounted for under the equity method of accounting. Pro forma results for the three months ended December 30, 2000 exclude $1,104.1 million of purchased intangibles amortization; $0.5 million of non-cash stock compensation; $3.5 million of payroll taxes on stock option exercises; and $52.3 million in activity related to investments accounted for under the equity method of accounting.

Global Realignment Program

JDS Uniphase reported the following progress in its Global Realignment Program:

• The estimated total cost of the Global Realignment Program remains $900 - $950 million, of which $851 million was recorded through the end of the second quarter. Of this amount $73 million was recorded in the second quarter, of which $53 million was charged to cost of goods sold and $20 million was charged to operating expenses. Included in the second quarter costs of the Global Realignment Program are charges for the disposal of fixed assets, accelerated depreciation, and moving and employee costs related to the phasing out of certain facilities and equipment.
• The Global Realignment Program reduced the Company's annual expense rate by approximately $800 million in the second quarter from the level at the commencement of the Global Realignment Program. The Company now projects that its annual savings rate upon completion of the Global Realignment Program will be approximately $900 million, $200 million more than the Company's originally reported target of $700 million.
• The Company's global employment now is slightly above 11,000.

In addition to charges associated with the Global Realignment Program in the December quarter, the Company recorded charges of approximately $80 million for the write down of excess and obsolete inventory because of reduced sales forecasts. These charges were partially offset by the sale of inventory during the quarter that had previously been written down that had an original cost of $29 million.

Intangible Assets

The Company evaluated the carrying value of its long-lived assets, consisting primarily of goodwill. For the second quarter, the Company recorded a reduction of $1.3 billion in the carrying value of the Company's goodwill and other long-lived assets as a result of this assessment.

Financial Condition

The Company's financial condition remained strong with $1.5 billion in cash, money market and other highly liquid securities at December 29, 2001.

Guidance

The Company reaffirmed its guidance announced in December for March quarter sales. Excluding product lines acquired from IBM in December, the Company expects March quarter sales to be approximately ten to fifteen per cent below the December quarter. The Company anticipates that sales from the product lines acquired from IBM will add $18 to $19 million to March quarter sales. Recent changes to its sales forecasts have caused the Company to be uncertain that the March quarter will represent the low point in sales for the current downturn, although it continues to believe that recovery from the low point is expected initially to be modest.

Company management will discuss these results at 4:30 PM Eastern Time on January 24, 2002 in a live webcast, which will also be archived for replay, on the JDS Uniphase website at http://www.jdsu.com under Investor Relations / Webcasts & Presentations.

JDS Uniphase is a high technology company that designs, develops, manufactures and sells a comprehensive range of products for high- performance fiberoptic communications applications. These products are deployed by system manufacturers worldwide to develop advanced optical networks for the telecommunications and cable television industries. JDS Uniphase is traded on the NASDAQ National Market under the symbol JDSU and the exchangeable shares of JDS Uniphase Canada Ltd. are traded on The Toronto Stock Exchange under the symbol JDU. More information on JDS Uniphase is available at http://www.jdsu.com.

This press release contains 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 (a) any statements or implications regarding the Company's ability to remain competitive and a leader in its industry, and the future prospects and growth of the Company, the industry and the economy in general; (b) statements regarding the current industry downturn, the extent and duration thereof and the extent and sufficiency of the Company's response thereto; (c) statements regarding the expected level and timing of cost savings and other benefits to the Company from its Global Realignment Program and the expected cost thereof, and (d) any anticipation or guidance as to future financial performance, including expected sales levels for the third quarter. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation, the following: (1) the Company's ongoing integration and restructuring efforts, including, among other things, the Global Realignment Program, may not be successful in achieving their expected benefits, may be insufficient to align the Company's operations with customer demand and the changes affecting its industry, or may be more costly or extensive than currently anticipated; (2) due to the current economic slowdown, in general, and setbacks in customers' businesses, in particular, the Company's ability to predict financial performance for future periods is far more difficult than in previous periods; and (3) ongoing efforts to reduce product costs through, among other things, automation, improved manufacturing processes and product rationalization may be unsuccessful.

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 September 30, 2001. 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.

-SELECTED FINANCIAL DATA FOLLOWS-

JDS UNIPHASE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)
	Three Months Ended		Six Months Ended
	December 29,	December 30,	December 29,	December 30,
	2001	2000	2001	2000
Net sales	$ 286.1	$ 925.1	$ 614.7	$ 1,711.6
Cost of sales	335.6	449.8	678.9	886.4
Gross profit (loss)	(49.5)	475.3	(64.2)	825.2
Operating expenses:
Research and development	64.1	71.2	133.3	133.6
Selling, general and administrative	98.4	105.7	204.7	221.9
Amortization of purchased intangibles	441.3	1,104.1	884.6	2,211.6
Acquired in-process research and development	22.1	-	22.1	8.9
Reduction of goodwill and other long-lived assets	1,267.6	-	1,309.6	-
Restructuring charges	-	-	243.0	-
Total operating expenses	1,893.5	1,281.0	2,797.3	2,576.0
Loss from operations	(1,943.0)	(805.7)	(2,861.5)	(1,750.8)
Interest and other income, net	9.7	12.2	24.8	25.8
Gain on sale of investments	6.4	-	6.4	-
Activity related to equity method investments	(25.8)	(52.3)	(45.1)	(93.5)
Reduction in fair value of investments	-	-	(106.5)	-
Loss before income taxes	(1,952.7)	(845.8)	(2,981.9)	(1,818.5)
Income tax expense	177.8	49.6	373.0	93.5
Net loss	$ (2,130.5)	$ (895.4)	$ (3,354.9)	$ (1,912.0)
Net loss per share	$ (1.60)	$ (0.93)	$ (2.53)	$ (2.00)
Number of weighted average shares outstanding	1,330.1	963.3	1,326.8	953.7

JDS UNIPHASE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
	December 29,	June 30,
	2001	2001
	(unaudited)
Current assets:
Cash, cash equivalents and short-term investments	$ 1,652.9	$ 1,812.2
Accounts receivable, less allowances for doubtful accounts	191.6	477.6
Inventories	181.0	287.6
Deferred income taxes and other current assets	429.5	458.9
Total current assets	2,455.0	3,036.3
Property, plant and equipment, net	957.6	1,173.0
Deferred income taxes	301.6	806.3
Goodwill and other intangible assets	5,142.6	7,045.6
Long-term investments	111.1	169.0
Other assets	10.8	15.2
TOTAL ASSETS	$ 8,978.7	$ 12,245.4
Current liabilities:
Accounts payable	$ 92.7	$ 190.6
Accrued payroll and related expenses	93.8	133.0
Income taxes payable	39.3	30.6
Deferred income taxes	57.3	63.0
Restructuring accrual	134.7	105.2
Warranty accrual	83.8	49.7
Other current liabilities	200.7	276.4
Total current liabilities	702.3	848.5
Deferred income taxes	566.2	672.4
Other non-current liabilities	4.6	5.2
Long-term debt	5.7	12.8
Stockholders' equity:
Common stock and additional paid-in capital	68,293.3	67,955.3
Accumulated deficit and other stockholders' equity	(60,593.4)	(57,248.8)
Total stockholders' equity	7,699.9	10,706.5
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 8,978.7	$ 12,245.4

OPERATING SEGMENT INFORMATION
(in millions)
(unaudited)
	Three Months Ended		Six Months Ended
	December 29,	December 30,	December 29,	December 30,
	2001	2000	2001	2000
Thin Film Products and Instrumentation:
Shipments	$ 73.6	$ 202.2	$ 162.5	$ 330.4
Intersegment sales	(3.1)	(47.8)	(8.2)	(87.5)
Net sales to external customers	70.5	154.4	154.3	242.9
Operating income (loss)	(3.8)	78.4	(21.8)	137.1
Transmission and Network Components
Shipments	212.8	770.7	455.6	1,468.7
Intersegment sales	-	-	-	-
Net sales to external customers	212.8	770.7	455.6	1,468.7
Operating income (loss)	(216.0)	250.3	(539.8)	465.3
Net sales by reportable segments	283.3	925.1	609.9	1,711.6
All other net sales	2.8	-	4.8	-
	286.1	925.1	614.7	1,711.6
Operating income (loss) by reportable segments	(219.8)	328.7	(561.6)	602.4
All other operating income (loss)	37.7	(26.3)	(29.4)	(45.2)
Unallocated amounts:
Acquisition related charges and payroll
tax on stock option exercises	(1,760.9)	(1,108.1)	(2,270.5)	(2,308.0)
Interest and other income, net	9.7	12.2	24.8	25.8
Gain on sale of investments	6.4	-	6.4	-
Activity related to equity method investments	(25.8)	(52.3)	(45.1)	(93.5)
Reduction in fair value of investments	-	-	(106.5)	-
Loss before income taxes	$ (1,952.7)	$ (845.8)	$ (2,981.9)	$ (1,818.5)

JDS UNIPHASE CORPORATION
PRO FORMA STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)
	Three Months Ended December 29, 2001
	As Reported	Pro Forma Adjustments	Pro Forma*
Net sales	$ 286.1	$ -	$ 286.1
Cost of sales	335.6	(10.0)	325.6
Gross loss	(49.5)	10.0	(39.5)
Operating expenses:
Research and development	64.1	(7.4)	56.7
Selling, general and administrative	98.4	(12.5)	85.9
Amortization of purchased intangibles	441.3	(441.3)	-
Acquired in-process research and development	22.1	(22.1)	-
Reduction of goodwill and other long-lived assets	1,267.6	(1,267.6)	-
Total operating expenses	1,893.5	(1,750.9)	142.6
Loss from operations	(1,943.0)	1,760.9	(182.1)
Interest and other income, net	9.7	-	9.7
Gain on sale of investments	6.4	(6.4)	-
Activity related to equity method investments	(25.8)	25.8	-
Loss before income taxes	(1,952.7)	1,780.3	(172.4)
Income tax expense	177.8	(94.9)	82.9
Net loss	$ (2,130.5)	$ 1,875.2	$ (255.3)
Net loss per share	$ (1.60)		$ (0.19)
Net loss per share, diluted basis	$ (1.60)		$ (0.19)
Number of weighted average shares outstanding	1,330.1		1,330.1
Number of weighted average shares and equivalents	1,330.1		1,330.1
	Three Months Ended December 30, 2000
	As Reported	Pro Forma Adjustments	Pro Forma*
Net sales	$ 925.1	$ -	$ 925.1
Cost of sales	449.8	(0.2)	449.6
Gross profit	475.3	0.2	475.5
Total operating expenses	1,281.0	(1,107.9)	173.1
Income (loss) from operations	(805.7)	1,108.1	302.4
Interest and other income, net	12.2	-	12.2
Activity related to equity method investments	(52.3)	52.3	-
Income (loss) before income taxes	(845.8)	1,160.4	314.6
Income tax expense	49.6	57.4	107.0
Net income (loss)	$ (895.4)	$ 1,103.0	$ 207.6
Net income (loss) per share	$ (0.93)		$ 0.22
Net income (loss) per share, diluted basis	$ (0.93)		$ 0.21
Number of weighted average shares outstanding	963.3		963.3
Number of weighted average shares and equivalents	963.3		1,012.2

____________________

*   * Pro forma results for the three months ended December 29, 2001 exclude a $1,267.6 million reduction of goodwill and other long-lived assets; $441.3 million of purchased intangibles amortization; $22.1 million of acquired in-process research and development; $29.6 million of non-cash stock compensation; $0.3 million of payroll taxes on stock option exercises; $6.4 million of gain on sale of investments; and $25.8 million in activity related to investments accounted for under the equity method of accounting. Pro forma results for the three months ended December 30, 2000 exclude $1,104.1 million of purchased intangibles amortization; $0.5 million of non-cash stock compensation; $3.5 million of payroll taxes on stock option exercises; and $52.3 million in activity related to investments accounted for under the equity method of accounting.

JDS UNIPHASE CORPORATION
PRO FORMA STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)
	Six Months Ended December 29, 2001
	As Reported	Pro Forma Adjustments	Pro Forma*
Net sales	$ 614.7	$ -	$ 614.7
Cost of sales	678.9	(18.7)	660.2
Gross loss	(64.2)	18.7	(45.5)
Operating expenses:
Research and development	133.3	(12.3)	121.0
Selling, general and administrative	204.7	(23.2)	181.5
Amortization of purchased intangibles	884.6	(884.6)	-
Acquired in-process research and development	22.1	(22.1)	-
Reduction of goodwill and other long-lived assets	1,309.6	(1,309.6)	-
Restructuring charges	243.0	-	243.0
Total operating expenses	2,797.3	(2,251.8)	545.5
Loss from operations	(2,861.5)	2,270.5	(591.0)
Interest and other income, net	24.8	-	24.8
Gain on sale of investments	6.4	(6.4)	-
Activity related to equity method investments	(45.1)	45.1	-
Reduction in fair value of investments	(106.5)	106.5	-
Loss before income taxes	(2,981.9)	2,415.7	(566.2)
Income tax expense (benefits)	373.0	(423.9)	(50.9)
Net loss	$ (3,354.9)	$ 2,839.6	$ (515.3)
Net loss per share	$ (2.53)		$ (0.39)
Net loss per share, diluted basis	$ (2.53)		$ (0.39)
Number of weighted average shares outstanding	1,326.8		1,326.8
Number of weighted average shares and equivalents	1,326.8		1,326.8
	Six Months Ended December 30, 2000
	As Reported	Pro Forma Adjustments	Pro Forma*
Net sales	$ 1,711.6	$ -	$ 1,711.6
Cost of sales	886.4	(51.7)	834.7
Gross profit	825.2	51.7	876.9
Total operating expenses	2,576.0	(2,256.3)	319.7
Income (loss) from operations	(1,750.8)	2,308.0	557.2
Interest and other income, net	25.8	-	25.8
Activity related to equity method investments	(93.5)	93.5	-
Income (loss) before income taxes	(1,818.5)	2,401.5	583.0
Income tax expense	93.5	104.7	198.2
Net income (loss)	$ (1,912.0)	$ 2,296.8	$ 384.8
Net income (loss) per share	$ (2.00)		$ 0.40
Net income (loss) per share, diluted basis	$ (2.00)		$ 0.38
Number of weighted average shares outstanding	953.7		953.7
Number of weighted average shares and equivalents	953.7		1,011.3

____________________

*   Pro forma results for the six months ended December 29, 2001 exclude a $1,309.6 million reduction of goodwill and other long-lived assets; $884.6 million of purchased intangibles amortization; $22.1 million of acquired in-process research and development; $53.4 million of non-cash stock compensation; $0.8 million of payroll taxes on stock option exercises; $6.4 million of gain on sale of investments; $45.1 million in activity related to investments accounted for under the equity method of accounting; and $106.5 million of reduction in fair value of investments. Pro forma results for the six months ended December 30, 2000 exclude the $48.6 million effect on gross profit of the purchase accounting increase in the value of E-TEK inventory at June 30, 2000; $2,220.5 million of purchased intangibles amortization; $0.5 million of non-cash stock compensation; $38.4 million of payroll taxes on stock option exercises; and $93.5 million related to investments accounted for under the equity method of accounting.