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<PHONE>4084341800
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<PAGE>   1

                       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: April 24, 2001
                        (Date of earliest event reported)


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


<TABLE>
          Delaware                      0-22874                94-2579683
----------------------------          -----------          ------------------
<S>                                   <C>                  <C>
(State or other jurisdiction          (Commission           (I.R.S. employer
     of incorporation)                file number)         identification no.)
</TABLE>


                210 Baypointe Parkway, San Jose, California 95134
           -----------------------------------------------------------
           (Address of principal executive offices including Zip Code)


Registrant's telephone number, including area code         (408) 434-1800
                                                           --------------

<PAGE>   2

Item 7. Financial Statements and Exhibits.

Exhibit 99.1. Information contained in a script in connection with a conference
call to be delivered by the officers of the Registrant on April 24, 2001
furnished pursuant to Item 9 of this Form 8-K.

Exhibit 99.2 Press Release dated April 24, 2001.

Item 9. Regulation FD Disclosure.

        On April 24, 2001, 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.

<PAGE>   3


                                   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 thereunto duly authorized.


                            JDS UNIPHASE CORPORATION



                            By:     /s/ Michael C. Phillips
                                    Michael C. Phillips
                                    Senior Vice President, Business Development,
                                    General Counsel


Date:  April 24, 2001

<PAGE>   4

                                  EXHIBIT INDEX

Exhibit 99.1. Information contained in a script in connection with a conference
call to be delivered by the officers of the Registrant on April 24, 2001
furnished pursuant to Item 9 of this Form 8-K.

Exhibit 99.2 Press Release dated April 24, 2001.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>f71818ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.1

JOZEF STRAUS


Welcome to all of you on this call. I am joined this early morning by Tony
Muller, our Executive VP and CFO. We have important news to report today on both
our recently completed third quarter and changes we are making to realign the
Company during the current business downturn as we position our company to
remain the industry leader. Before going further, I will ask Tony to review the
safe harbor statement.


TONY MULLER


FORWARD LOOKING LANGUAGE

We would like to advise you that our report and the discussions we will have
today will include "forward looking statements," as that term is defined under
the Private Securities Litigation Reform Act of 1995. What we and the Act mean
by forward looking statements are all statements we make, other than those
dealing specifically with historical matters (that is our historical financial
results, which are the subject of our report, and any statements we make about
the conduct of our business, operations and finances up to this moment). All
other statements we make are forward looking statements. Our forward looking
statements include any information we provide on future business operations and
guidance regarding the future financial performance of the Company and any
information regarding the likelihood, timing, cost and any benefits of any of
the business restructuring activities we will discuss today. All forward looking
statements mentioned are subject to risks and uncertainties that could cause the
actual results to differ, possibly 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 to be filed in the near term for the quarter ended March 31, 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.


First, let me explain the timing of this announcement. We originally scheduled
the announcement of third quarter results for this Thursday, April 26. But we
wanted to announce our restructuring early in the week to give us more time to
meet with our employees around the world without having an intervening weekend.
We elected not to announce the rescheduling of the earnings release date because
of the high level of speculation this would have caused in these times of market
uncertainty and intense news coverage and analysis of every scrap of
information. Also, I would like to announce that our investor meeting previously
scheduled for Friday, May 11 in West Trenton, NJ will be rescheduled to a later
date.



                                       1
<PAGE>   2

Jozef....


JOZEF

JDS Uniphase operates in a highly competitive and fast-paced market environment,
which constantly requires keen focus, agility, and a sound financial structure.
In these difficult times it is particularly imperative that we align our product
development strategy, organization, and financial structure to continue to
provide high value solutions that support our customers in their efforts to
succeed in a wide range of expanding market and changing economic conditions.

While we will be discussing a number of very important changes today, underlying
each of these decisions is our commitment to continue to be responsive to the
needs of all of our stakeholders -- our customers, our employees, our
communities, and our stockholders.

In times of high growth we have responded aggressively through expansion and
acquisition. Today, we are responding as aggressively during more difficult
times.

Let me summarize the important news we are reporting today:

-    Our third quarter results were consistent with our previous guidance as we
     reported sales of $920 million and pro forma earnings of $.14 per share.

-    The Global Realignment Program we announced today is our commitment to
     continued competitiveness in these economic times and into the future. In
     the Program we have focused on three key areas in which we are committed in
     being leaders:

     -  product technology, performance and innovation;

     -  manufacturing excellence;

     -  and customer service

-    To achieve these goals we are taking the following actions:

     -  First, we are creating global centers for advanced product development.
        These centers are intended to provide product development teams with the
        critical mass necessary to develop future generations of products and
        fiberoptic technologies. As part of this initiative, we are eliminating
        overlapping product development programs and creating global centers of
        excellence. For example, Ottawa will focus on wavelength division
        multiplexing and optical switching, San Jose will concentrate on passive
        components for fiber amplifiers and pump laser packaging will be
        centered in Victoria, British Columbia.

     -  Second, we are consolidating the manufacturing of several products from
        multiple sites into specific locations around the world. This process
        involves consolidating product lines, standardizing on global product



                                       2
<PAGE>   3

        designs, and relocating products to operations designated as global
        centers of manufacturing excellence.

     -  Third, to improve our customer service we are aligning our sales
        organization to offer customers a single point of contact and creating
        technical and support centers to streamline customer interactions with
        product line managers. We are also building on our successful
        information technology implementations to consolidate administrative
        functions with the goal to provide improved customer service and realize
        significant cost savings.

-    To achieve this realignment and to keep JDS Uniphase competitive now and in
     the future we are taking a number of actions to reduce our spending levels,
     which we will describe later in this call.

Now, let me ask Tony to review the numbers for the quarter.


TONY MULLER


NUMBERS FOR THE QUARTER


As Jozef said, we met our guidance for the quarter


     a) We reported $920 million in sales for the quarter and this was
        fractionally below the second quarter and approximately at the level of
        our latest guidance. Normalizing for the merger with SDL and the Zurich
        divestiture, this represented a sequential sales decline of
        approximately 8%, reflecting business conditions in our industry. Sales
        were 90% above pro forma combined sales of $485 million in the third
        quarter last year.

     b) Our customer base is becoming increasingly more diversified -- our top
        ten customers represented over 70% of sales in the December quarter and
        just above 60% in the March quarter. Alcatel was our only 10% customer
        in the quarter.

     c) Our book-to-bill ratio was below one for the quarter.

     We have revised our segment reporting to reflect the organization of our
     Company following our merger with SDL.

        (1)    Amplification and transmission (A&T)-- this segment represented
               47% of total sales and increased 57% from the second quarter

               (a)    Source lasers, modulators and detectors grew sequentially


                                       3
<PAGE>   4

               (b)    Transponders grew several-fold over the second quarter

               (c)    Sales of amplifiers declined

               (d)    A&T sales also grew sequentially because of the effect of
                      the SDL merger, offset in part by the Zurich divestiture

        (2)    WDM, switching and thin film products represented 53% of total
               sales and declined 26% from the second quarter. (Please note that
               this segment includes our non-telecommunications businesses
               because of their common reporting relationship)

               (a)    WDM and fiber amplifier component sales as well as other
                      passive components declined, some sharply, during the
                      quarter; however fiber Bragg grating products showed good
                      growth from the second quarter

               (b)    Test equipment also grew from the second quarter.


     -  Gross margin

        -   Pro forma gross margin was 48.6% of sales for the quarter. This
            number is below our guidance reflecting lower sales, the higher
            fixed cost structure resulting from the SDL merger, and higher
            inventory reserves reflecting our lower sales visibility.

     -  R&D (pro forma)

        -   10% of sales for the quarter.

     -  SG&A (pro forma)

        -   SG&A was 13.6% of sales for the quarter.

Both expense levels increased as a percentage of sales because of lower sales.

Summary data

     -  JDS Uniphase reported $230 million in pro forma operating profit for the
        quarter, a margin of 25% of sales.

     -  Pro forma interest and other income were $12.1 million for the quarter.

     -  Our pro forma tax rate was 34% for the quarter.

     -  Diluted shares were 1.182 billion.

     -  Pro forma earnings were $160 million or $0.14 per share, equal to our
        latest guidance.


                                       4
<PAGE>   5

 Balance Sheet

     -  We had $133 million in cash flow from operations for the quarter, $289
        million year to date.

     -  Cash and short-term investments were $1.05 billion at the end of the
        quarter. In addition, we held $923 million in marketable equity
        securities at March 31, 2001.

     -  Capital spending was $236 million for the quarter. In connection with
        our Global Realignment we are reducing our capital spending and expect
        to invest $190 million in the fourth quarter, and that would bring
        capital spending for the year to slightly above $750 million for the
        year.

     -  DSAR and inventory turns, adjusted for the impact of the purchase
        accounting for the SDL merger, were 61 days and 3.6 annual turns,
        respectively.


The Company is evaluating the carrying value of certain long-lived assets,
consisting primarily of $56.2 billion of goodwill recorded on its balance sheet
at March 31, 2001. Pursuant to accounting rules, the majority of the goodwill
was recorded based on stock prices at the time merger agreements were executed
and announced. The Company's policy is to assess enterprise level goodwill if
the market capitalization of the Company is less than its net assets. Goodwill
will be reduced to the extent that net assets are greater than market
capitalization. At March 31, 2001, the value of the Company's net assets,
including unamortized goodwill exceeded the Company's market capitalization by
approximately $40 billion.

Downturns in telecommunications equipment and financial markets have created
unique circumstances with regard to the assessment of goodwill, and the Company
has sought the counsel of the Staff of the Securities and Exchange Commission on
the interpretation of generally accepted accounting principles with regard to
this matter. The Company anticipates recording additional charges to reduce the
carrying value of the unamortized goodwill and other long-lived assets and such
adjustments could represent a substantial portion of the carrying value. Some of
these charges may be recorded as an adjustment to the Company's financial
statements at March 31, 2001 and the Company would report such adjustments in
subsequent SEC filings.

This situation can be better understood when considering how goodwill was
recorded for the SDL merger. The merger closed on February 13, and two things
happened at that time: we issued JDS Uniphase shares valued by the market at
$38.50 to SDL stockholders, and we recorded $40 billion of goodwill from the
transaction based on a July, 2000 price of $111, as required by generally


                                       5
<PAGE>   6

accepted accounting principles. SDL stockholders received shares representing
25% of the combined company, and we feel strongly that the parts of JDS Uniphase
represented by what was SDL today represent that portion of the value of the
entire company.



Jozef will now review some of the things we are seeing in the marketplace, give
you more details on our global realignment program and provide an overview of
some of our successes during the third quarter.



JOZEF STRAUS



MARKET REVIEW

First I would like to reflect on some things we are seeing in the marketplace:

-   Much of the current focus is on the building out of existing installations
    to maximize recent investments--for instance, companies are completing the
    lighting up of all deployed channels, as well as installing components and
    modules that allow the further utilization of the existing installations.

-   Inventories of legacy products are high with many customers choosing to
    write off this equipment.

-   The metro marketplace growth continues to be steady, both for DWDM products
    as well as SONET products.

-   The North American market has slowed down more quickly than Europe, so
    customers with less exposure in North American are more bullish.

-   Nonetheless, our customers, large and small, established and start-up,
    continue to design new, next generation systems aggressively and we are
    supporting them all. Our design activity continues unabated and we believe
    that we are very well positioned with all of the systems manufacturers.

-   Our design activity with major customers is very strong and we are
    positioning ourselves to have significant share in the next generation
    systems when they hit the market.



GLOBAL REALIGNMENT PROGRAM DETAILS

Now let me provide you with some details about our Global Realignment Program.
Tony will describe the financial implications when he provides guidance for
future periods.

1.   As I said earlier our GLOBAL REALIGNMENT PROGRAM is an important step
     toward our goal of being a leader in:

     -  product technology, performance and innovation;



                                       6
<PAGE>   7
     -  manufacturing excellence;

     -  and customer service

2.   Some of the actions we are taking specifically to build on our leadership
     in product technology, performance and innovation include creating global
     centers of excellence. In addition to Ottawa, San Jose and Victoria, we now
     have:

     -  dedicated amplifier teams focused on Raman, wide band and
        micro-amplifiers, respectively;

     -  two telecommunication laser teams focused on high-power pump lasers and
        one on high-speed transmission lasers;

     -  and one fused coupler team focused on development and advanced
        manufacturing operations with high volume manufacturing operations
        transferred to our factories in China.

3.   To improve our manufacturing excellence, we are:

     -  moving products developed in Richardson, Texas to San Jose, California;

     -  considering the consolidation of product development and manufacturing
        of the optical performance monitoring products from Bracknell, England
        into our operations in Toronto, Ontario;

     -  transferring significant manufacturing to China to take greater
        advantage of its strong optical expertise base and favorable cost and
        tax environment;

4.   And to provide our customers with the best customer service in the
     industry, we are:

     -  aligning our sales team to offer our customers a single point of
        contact.

     -  streamlining customer interactions with product line managers.

     -  building on our successful information technology implementations to
        consolidate administrative functions to provide improved customer
        service and realize significant cost savings.

5.   This Global Realignment Program will result in our vacating 25 buildings or
     separable portions of buildings in which we remain and reducing our global
     workforce by approximately 5,000 employees or 20%. The percentage of
     reductions within both our active and passive business groups are nearly
     identical, though a larger number of employees are affected in the passive
     business group due to its size.

     -  We are also shutting down some of our operations for one week during Q4
        to reduce expenses as well.

The precise timing of our restructuring is driven by our business requirements,
and the time required to transfer product lines and manufacturing operations. We
anticipate that the bulk of the reductions in employment will be completed by


                                       7
<PAGE>   8
the end of Q1 (September), although some transitions will not be complete by
that date. All of these actions are of course subject to local regulations.

By making the commitment to consolidate, focus and streamline our company to
achieve these goals we expect to create a company that endures and leads in
order to create ongoing value for all our stakeholders: our customers, our
employees, our communities, and our stockholders.

While these are deep and profound changes to the company that align us to
current market conditions, we are very confident in our ability to increase
production to meet customer demand when it increases. Through a combination of
automation, overtime and our past experience of dealing with high growth we
believe we are ready for what the future will bring. Please keep in mind that
during recent periods of extraordinary demand growth, we were compelled to focus
on effectiveness as we did everything we could to increase production. Now, as
we realign our business, we can concentrate on efficiency as well as
effectiveness, and we believe we can re-craft our operations to increase our
agility, lower costs and the ability to respond to rapid changes in demand.


Q3 NEW PRODUCT AND DESIGN WIN REVIEW

Finally, let me spend some time talking about our third quarter. We have had
over 50 new design wins this quarter, while at the same time introduced over 70
new products during the Optical Fiber Conference in March. Many of these new
products were highlighted in an end to end system demonstration using only JDSU
products -- and we are very proud to be the only component vendor capable of
offering such a comprehensive product portfolio. Some of our new standout
products highlighted at the show included: dynamic gain equalizers, tunable
dispersion compensators, 40 Gb/s modulators, Raman amplification pumps, next
generation 980 nm pump lasers, and MEMS-based optical switches.

I will make specific comments on design wins and new product introductions
around the new organizational structure that we outlined during our call
announcing the closing of our merger with SDL. You may recall that we have two
business groups: one is the Amplification and Transmission Business Group led by
Don Scifres and Greg Dougherty and the other is the WDM, Switching and Thin Film
Products Business Group led by Jay Abbe. Some of the key achievements from the
Amplification and Transmission Business Group were:

-    In source lasers, we won four metro system design-ins during the quarter
     for our directly-modulated laser (DML) product line leading to a doubling
     of our revenue quarter over quarter. We have also introduced a 40 mW
     temperature-tunable CW laser launched at OFC.

-    In our fiber amplifier business we have completed the integration of our
     SDL and JDS Uniphase optical amplifier groups and we were selected as the
     primary vendor to supply narrowband optical amplifiers to a key submarine
     system supplier.


                                       8
<PAGE>   9
-    We are in volume production of ultra-long haul optical amplifiers for a
     major customer, for whom we are also developing Raman pump units.

-    Another important event during this quarter was our agreement with Fujitsu
     regarding z-cut lithium niobate technology which offers new advantages to
     our customers:

     -  In partnership with Fujitsu, we will be manufacturing and marketing a
        comprehensive line of optical modulators that we believe will deliver
        industry leading performance, stability, and value for 10 and 40 Gb/s
        applications

     -  We expect prototypes to be available in the summer with volume
        production beginning in the fall of 2001 from our Bloomfield,
        Connecticut facility

     -  JDS Uniphase and Fujitsu will continue to discuss other possible
        business partnerships in addition to this z-cut patent licensing.

Within the WDM, Switching and Thin Film Products Business Group we have achieved
important design-wins during the third quarter for numerous products including:
band filter modules, 100 GHz muxes, optical add drop multiplexers, dynamic gain
equalizers, dynamic gain flattening filters, optical performance monitors,
interleavers and wavelength lockers.

One of our key goals is to be number one in product technology, performance and
innovation and I believe that our recent achievements are an indication of our
success in that area. As you may already know, next generation systems have
higher optical component and module content and I am proud to say that at some
customers we have been selected for design-ins for over 50% of all the optical
content of their next generation systems. We feel that this activity is our best
barometer of an eventual turnaround in the industry.

One last announcement, Zita Cobb, our Executive Vice President of Strategy and
Business Development, will be taking a well-deserved leave of absence --
literally -- to sail the seven seas in her boat. As some of you know, Zita took
a leave of absence several years ago for a year and returned, and we are hopeful
she will do so again. Zita has made immeasurable contributions to the success of
our company, and we wish her smooth sailing.

Now Tony will take you through our future guidance.

Tony.......




                                       9
<PAGE>   10
TONY MULLER

GUIDANCE, RESTRUCTURING COSTS

First, let me detail the effect of the Global Realignment Program described
earlier in the call.

In the fourth quarter we will be recording one time charges covering employee
severance, consolidation of product lines, closing of some operations, vacating
approximately 25 buildings, and inventory write-offs associated with the
consolidation different product designs and manufacturing processes onto single
global manufacturing platforms. In addition to these one time charges, we will
incur costs for accelerated depreciation, moving and employee retention costs in
the first three quarters of fiscal 2002. It is physically impossible to retire
all facilities, move all equipment and re-qualify products in a single quarter.
Therefore, certain facilities and equipment will be phased out over the next
three quarters. Accounting rules require that we accelerate the depreciation of
these assets over this phase out period (3 to 9 months) and expense moving and
employee retention as incurred. It is anticipated that the costs of the Global
Realignment Program will be between $375 and $425 million. We will break these
costs out separately in future financial reports.

We expect our Global Realignment Program to reduce our annual expense levels by
over $250 million. While it is quite painful to make these changes, we are
making JDS Uniphase into a leaner, more competitive company with sharply lower
costs without reducing our level of investment in new product development.

We believe this Global Realignment Program will position JDS Uniphase to be
profitable at lower sales rates than we have recently achieved -- our
projections are that at $700 million in quarterly sales we can achieve a pro
forma operating margin of 15% of sales with the ability to earn higher margins
with any future sales recovery.

Our guidance for future periods is as follows:

-    We remain in a downturn resulting from lower carrier capital spending and
     inventory reductions by our system supplier customers. In addition, we will
     incur the charges associated with the Global Realignment Program discussed
     earlier.

-    Please keep in mind that our Global Realignment Program is taking place
     almost one-third of the way into the quarter.


                                       10
<PAGE>   11
-    Our current expectation is that fourth quarter sales will be approximately
     $700 million, a sequential sales decline of 24%. (27% adjusting for the SDL
     merger.)

Is this the bottom? We are not sure, but believe that our customers' inventory
disinvestment could have run its course by the end of the June or September
quarter. After conclusion of the inventory disinvestment, our sales will be
closely related to carrier capital spending. Given these uncertainties, we have
limited visibility as to future sales and we are not currently providing sales
guidance for fiscal 2002.

Excluding restructuring costs, but including the higher level of costs for April
(the first month of the quarter), we anticipate the following expense and profit
structure for the June quarter:

     -  Gross margin -- 41% (reflecting lower volumes)

     -  R&D -- 11%

     -  SG&A -- 16%

     -  Pro forma operating margin -- 14%

     -  Tax rate -- 34%

     -  Shares outstanding -- 1.394 billion

     -  E.P.S. - $0.05

In a quarter with the full impact of our global realignment, we anticipate that
our gross margin would be 42% of sales, our operating margin 15% and EPS at
$0.06 at $700 million in quarterly sales.


Jozef....


JOZEF


To summarize, we remain confident about the long-term growth prospects for
optical telecommunications, and we believe that current market conditions are
only a temporary slowdown in one of the great growth markets of our time. With
the changes we have announced today, we believe JDS Uniphase will be well
positioned to meet the challenges and opportunities ahead, most importantly to
be able to meet the needs of our customers and to continue to remain a leader in
our industry. We believe that we are concentrating on the most promising new
product development programs in the industry, that we have streamlined our
organization, and that we are significantly improving the cost structure and


                                       11
<PAGE>   12
competitiveness of JDS Uniphase. We have the broadest product line in our
industry, a broad array of attractive new product development programs,
effective low-cost manufacturing around the world, and a team that will number
over 20,000 capable professionals dedicated to meeting our customers' needs on a
global scale.



We can now open the call to questions.


                                       12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>f71818ex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.2

                            [JDS UNIPHASE LETTERHEAD]

NEWS RELEASE


                  JDS UNIPHASE ANNOUNCES THIRD QUARTER RESULTS
                         AND GLOBAL REALIGNMENT PROGRAM

     OTTAWA, ONTARIO, AND SAN JOSE, CALIFORNIA, APRIL 24, 2001 -- JDS Uniphase
Corporation (Nasdaq: JDSU and TSE: JDU) today reported sales for its third
quarter ended March 31, 2001 of $920 million and pro forma net income of $160
million or $0.14 per diluted share. The Company also announced a Global
Realignment Program.

     The Global Realignment Program reflects the Company's commitment to
remaining the industry leader in optical components and modules for
telecommunications during the current business downturn, and to position the
Company for substantial growth over the longer term. This program has the
following elements:

     -  Product and Technology Development. The Company is creating global
        centers for advanced product development. These centers are intended to
        centralize product development teams with the critical mass necessary to
        develop future generations of products and fiberoptic technologies. The
        Company will also benefit from savings resulting from elimination of
        overlapping development programs, and reallocating such resources to
        invest in the development of new platforms and capabilities.

     -  Manufacturing. JDS Uniphase will consolidate the manufacturing of
        several of its products from multiple sites into specific locations
        around the world. This process involves consolidating product lines,
        standardizing on global product designs, relocating products to
        operations designated as global centers of manufacturing excellence,
        including transferring additional products to China to take greater
        advantage of its strong optical expertise and favorable cost and tax
        environment.

     -  Customer Service. The Company is aligning its sales organization to
        offer customers a single point of contact for all of their product
        requirements, and creating regional and technical centers to streamline
        customer interactions with product line managers. It is also building on
        its successful information technology implementations to consolidate
        administrative functions to provide improved customer service and
        realize significant cost savings.


<PAGE>   2

                                                        JDS Uniphase Corporation
                                                                    Page 2 of 10


     The Global Realignment Program is intended to align the Company's resources
and operations into a global structure that is competitive now and positions the
Company to remain competitive in the future. This program includes a number of
actions by the Company to reduce costs and expenses and align manufacturing
capacity with customer demand. The Company will close several operations, vacate
25 buildings at operations to be closed, as well as at continuing operations,
and reduce employment by approximately 5,000 people or 20% of current levels.
These actions are being taken in response to current business conditions in a
market the Company continues to believe will experience substantial growth over
the longer term. The Company believes these changes will position JDS Uniphase
well in the current business environment and prepare it for future growth with
increasingly competitive new product offerings and long-term cost structure.

     "We believe we have served our customers well during prior periods of
exploding demand. Our industry is in a near-term downturn and we must act
decisively and rapidly," said Jozef Straus, Co-Chairman and CEO. "The Global
Realignment Program we are announcing today is our response both for now and for
the future. While employment reductions of many who have served our customers so
well are extremely difficult, we must prepare for the future by creating a
product portfolio and cost structure that will permit us to continue to serve
the needs of our customers and grow with our markets."


     In the fourth quarter of fiscal 2001, the Company will record one time
charges for employee severance, consolidation of product lines, closing of some
operations, vacating approximately 25 buildings, and inventory write-offs
associated with the consolidation of different product designs and manufacturing
processes onto single global manufacturing platforms. In addition to these one
time charges, the Company will incur costs for accelerated depreciation, moving
and employee costs in the first three quarters of fiscal 2002 during the phasing
out of certain facilities and equipment. Generally accepted accounting
principles require the recording of accelerated depreciation of such assets over
the time remaining until phaseout (three to nine months) and the expensing of
such moving and employee costs as incurred. It is anticipated that the costs of
the Global Realignment Program will be between $375 and $425 million, and the
projected effect of the Global Realignment Program will be to reduce the
Company's annual expense levels by over $250 million.

     Sales for the third quarter ended March 31, 2001 were 1% below sales of
$925 million for the quarter ended December 30, 2000 and 90% above pro forma
combined sales of $485 million for the quarter ended March 31, 2000. Sales for
the nine months ended March 31, 2001 of $2.6 billion were 133% above pro forma
combined sales for the comparable prior year nine-month period. Pro forma
combined sales for the prior year periods include the separately reported
results of E-TEK Dynamics, Inc., which was acquired on June 30, 2000 in a
transaction accounted for as a purchase. Sales for the quarter include SDL, Inc.
sales subsequent to the acquisition date of SDL, which was acquired on February
13, 2001 in a transaction accounted for as a purchase, and exclude the sales
after that date of the Company's divested Zurich operations.

<PAGE>   3
                                                        JDS Uniphase Corporation
                                                                    Page 3 of 10


     Including merger-related charges, reduction in the value of marketable
equity securities, gain on the sale of a subsidiary, purchased intangibles
amortization, payroll taxes on stock option exercises, stock compensation
charges, and activity related to equity investments, the Company reported losses
of $1.3 billion or $1.13 per share for the quarter and $3.2 billion or $3.15 per
share for the fiscal year to date.

     On a pro forma basis, excluding merger-related charges, reduction in the
value of marketable equity investments, gain on the sale of a subsidiary,
purchased intangibles amortization, payroll taxes on stock option exercises,
stock compensation charges, and activity related to equity investments, the
Company earned $160 million or $0.14 per share for the quarter as compared to
the $208 million or $0.21 per share earned in the quarter ended December 30,
2000. Pro forma net income for the nine months ended March 31, 2001 was $545
million or $0.51 per share, an increase of 112% from the $257 million or $0.28
per share earned in the comparable prior year period. The impact of pro forma
adjustments listed above are summarized in the Company's pro forma financial
tables that follow in this release.

     At March 31, 2001 the Company had over $1 billion in cash. JDS Uniphase
generated $133 million in cash from operations for the quarter and $289 million
for the first nine months of the fiscal year.

     The Company is evaluating the carrying value of certain long-lived assets,
consisting primarily of $56.2 billion of goodwill recorded on its balance sheet
at March 31, 2001. Pursuant to accounting rules, the majority of the goodwill
was recorded based on stock prices at the time merger agreements were executed
and announced. The Company's policy is to assess enterprise level goodwill if
the market capitalization of the Company is less than its net assets. Goodwill
will be reduced to the extent that net assets are greater than market
capitalization. At March 31, 2001, the value of the Company's net assets,
including unamortized goodwill exceeded the Company's market capitalization by
approximately $40 billion.

     Downturns in telecommunications equipment and financial markets have
created unique circumstances with regard to the assessment of goodwill, and the
Company has sought the counsel of the Staff of the Securities and Exchange
Commission on the interpretation of generally accepted accounting principles
with regard to this matter. The Company anticipates recording additional charges
to reduce the carrying value of the unamortized goodwill and other long-lived
assets and such adjustments could represent a substantial portion of their
carrying value. Some of these charges may be recorded as an adjustment to the
Company's financial statements at March 31, 2001 and the Company would report
such adjustments in subsequent SEC filings.

<PAGE>   4
                                                        JDS Uniphase Corporation
                                                                    Page 4 of 10


     The Company anticipates sales and pro forma earnings per share for its
fourth quarter ending June 30, 2001 will be approximately $700 million and
$0.05, respectively. Such pro forma earnings per share would exclude the costs
of the Global Realignment Program and recognize limited cost reduction benefits,
as the program will be implemented for only a portion of the quarter. The
Company has limited visibility as to sales in future periods, and is not
currently providing sales guidance for fiscal 2002.


The following table summarizes JDS Uniphase pro forma results for the quarter:

<TABLE>
<CAPTION>
(in millions, except per share amounts)                                Three months ended
                                                                ---------------------------------
                                                                  March 31,          March 31,
                                                                     2001              2000
                                                                ---------------    --------------
<S>                                                             <C>                <C>
Net sales                                                             $920              $485
Gross profit                                                          $447              $251
Income from operations                                                $230              $155
Income before income taxes                                            $242              $167
Net income                                                            $160              $108
Net income per diluted share                                         $0.14             $0.11
Diluted weighted average shares outstanding                          1,182               972
</TABLE>

--------------------
Pro forma results for the quarter ended March 31, 2001 exclude the $11.5 million
effect on gross profit related to purchase accounting adjustments of the value
of inventory; $2,512.7 million of purchased intangibles amortization and
in-process R&D (IPR&D) charges; $4.2 million of payroll taxes on stock option
exercises; $7.5 million of reduction in the value of marketable equity
securities; $1,768.1 million gain on sale of subsidiary and related costs; $23.7
million of non-cash stock compensation; and $45.4 million in activity related to
investments accounted for under the equity method of accounting. March 31, 2000
pro forma results include the separately reported results of E-TEK Dynamics
Inc., which was acquired on June 30, 2000 in a transaction accounted for as a
purchase. Pro forma results for the quarter ended March 31, 2000 exclude the
$12.3 million effect on gross profit related to purchase accounting adjustments
to the value of inventory, $333.7 million of purchased intangibles amortization
and IPR&D charges, and $6.3 million of payroll taxes on stock option exercises.

     The Company will host a conference call at 8:00 AM Eastern Time on April
24, 2001. The dial-in number, 212-896-6042, will be available approximately ten
minutes prior to the start of the conference call. Callers will be placed on
music hold until the conference begins. A replay of the call will be available
on the company's website, beginning at 10:00 AM Eastern time, at
www.jdsuniphase.com under Corporate Information / Investor Relations / Webcasts
& Presentations. The call will be simultaneously webcast on the JDS Uniphase
website at www.jdsuniphase.com under Corporate Information / Investor Relations
/ Webcasts & Presentations. In addition, a replay will be available by phone
from 10:00 AM Eastern Time, April 24, 2001 to 10:00 AM Eastern Time, April 29,
2001 at 800-633-8284 domestic and 858-812-6440 international, access code
18632934.

<PAGE>   5
                                                        JDS Uniphase Corporation
                                                                    Page 5 of 10


     JDS Uniphase is a high technology company that designs, develops,
manufactures and distributes a comprehensive range of products for the growing
fiberoptic communications market. These products are deployed by system
manufacturers worldwide to develop advanced optical networks for the
telecommunications and cable television industries. JDS Uniphase Corporation 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
www.jdsuniphase.com.

     This press release contains numerous 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 the
leader in its industry, and the future growth of the Company, the industry and
the economy in general; (b) statements regarding the expected level and timing
of benefits to the Company from its Global Realignment Program, including (i)
expected cost reductions and their impact on the Company's financial
performance, (ii) expected improvement to the Company's product and technology
development programs, (iii) expected improvements from consolidation of the
Company's manufacturing capabilities, (iv) expected improvements to the
Company's sales and customer service efforts, and (v) the belief that the Global
Realignment Program will position JDS well in the current business environment
and prepare it for future growth with increasingly competitive new product
offerings and long-term cost structure; (c) statements regarding the anticipated
cost of the Global Realignment Program; (d) statements regarding the anticipated
charges to be recorded by the Company to reduce the carrying value of
unamortized goodwill and other long-lived assets; and (e) any and all guidance
provided by the Company regarding its expected financial performance in future
periods, including, without limitation, with respect to anticipated sales, net
income and earnings per share in the fourth quarter of fiscal 2001 and first
quarter of fiscal 2002. 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 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 our industry, or may be more costly than currently
anticipated; (2) due to the current economic slowdown, in general, and setbacks
in our customers' businesses, in particular, our ability to predict the
Company's financial performance for future periods is far more difficult than in
previous periods; and (3) our ongoing efforts to reduce product costs to our
customers, through automation and other improved manufacturing processes may be
unsuccessful. For more information on these and other risks affecting our
business, please refer to the "Risk Factors" Section to be included in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
which we will be filing in the near future. The forward-looking statements
contained in this news release are made as of the date hereof and we do 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-
<PAGE>   6
                                                        JDS Uniphase Corporation
                                                                    Page 6 of 10



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

<TABLE>
<CAPTION>
                                                   Three months ended                Nine months ended
                                               ---------------------------       ---------------------------
                                               March 31,         March 31,         March 31,         March 31,
                                                  2001             2000             2001             2000
                                               ----------       ----------       ----------       ----------
<S>                                            <C>              <C>              <C>              <C>
Net sales                                      $    920.1       $    394.6       $  2,631.7       $    906.4
Cost of sales                                       494.2            202.1          1,380.7            466.6
                                               ----------       ----------       ----------       ----------
Gross profit                                        425.9            192.5          1,251.0            439.8
Operating expenses
    Research and development                         98.0             33.3            231.6             72.1
    Selling, general and administrative             139.1             49.1            360.9            110.7
    Amortization of purchased intangibles         2,129.0            249.6          4,340.6            607.6
    Acquired in-process R&D                         383.7             84.1            392.6            103.7
                                               ----------       ----------       ----------       ----------
Total operating expenses                          2,749.8            416.1          5,325.7            894.1

Loss from operations                             (2,323.9)          (223.6)        (4,074.7)          (454.3)
Gain on sale of subsidiary                        1,770.2               --          1,770.2               --
Activity related to equity investments              (45.4)              --           (138.8)              --
Interest and other income, net                        4.6             10.0             30.3             26.2
                                               ----------       ----------       ----------       ----------
Loss before income taxes                           (594.5)          (213.6)        (2,413.0)          (428.1)
Income tax expense                                  698.6             27.3            792.2             57.8
                                               ----------       ----------       ----------       ----------
Net loss                                       $ (1,293.1)      $   (240.9)      $ (3,205.2)      $   (485.9)
                                               ==========       ==========       ==========       ==========
Net loss per share                             $    (1.13)      $    (0.32)      $    (3.15)      $    (0.70)
                                               ==========       ==========       ==========       ==========
Number of weighted average shares
outstanding                                       1,142.5            747.6          1,017.3            696.1
</TABLE>

<PAGE>   7
                                                        JDS Uniphase Corporation
                                                                    Page 7 of 10




                            JDS UNIPHASE CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (in millions)


<TABLE>
<CAPTION>
                                                                 March 31, 2001    June 30, 2000
                                                                  (unaudited)
<S>                                                              <C>               <C>
Current assets:
   Cash, cash equivalents and short-term investments               $  1,972.9       $  1,114.3
   Accounts receivable, less allowances for doubtful accounts           705.4            381.6
   Inventories                                                          672.9            375.4
   Prepaid assets and other current assets                              152.5            101.6
                                                                   ----------       ----------
Total current assets                                                  3,503.7          1,972.9
Property, plant, and equipment, net                                   1,193.2            670.7
Intangible assets                                                    58,443.6         22,337.8
Other assets                                                          1,899.0          1,407.7
                                                                   ==========       ==========

TOTAL ASSETS                                                       $ 65,039.5       $ 26,389.1
                                                                   ==========       ==========

Current liabilities:
   Accounts payable                                                $    285.0       $    195.2
   Accrued payroll and related expenses                                 169.3             98.8
   Income taxes payable                                                  86.9            108.6
   Other accrued expenses                                               293.5            244.6
   Deferred income taxes                                                296.3              0.2
                                                                   ----------       ----------
Total current liabilities                                             1,131.0            647.2
Deferred tax liabilities                                              1,178.8            902.1
Other non-current liabilities                                            28.1             61.2
Stockholders' equity:
   Common stock and additional paid-in capital                       67,677.4         25,898.3
   Accumulated deficit and other stockholders' equity                (4,975.8)        (1,119.7)
                                                                   ----------       ----------
Total stockholders' equity                                           62,701.6         24,778.6
                                                                   ==========       ==========
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $ 65,039.5       $ 26,389.1
                                                                   ==========       ==========
</TABLE>

<PAGE>   8
                                                        JDS Uniphase Corporation
                                                                    Page 8 of 10


                                   JDS UNIPHASE CORPORATION
                                OPERATING SEGMENT INFORMATION
                                        (in millions)
                                         (unaudited)

<TABLE>
<CAPTION>
                                                    Three months ended               Nine months ended
                                                ---------------------------       ---------------------------
                                                March 31,        March 31,        March 31,        March 31,
                                                   2001             2000             2001             2000
                                                ----------       ----------       ----------       ----------
<S>                                             <C>              <C>              <C>              <C>
Amplification and Transmission:
    Shipments                                   $    441.4       $    173.1       $    960.7       $    417.4
    Intersegment sales                                (7.8)            (1.2)           (22.9)            (1.5)
                                                ----------       ----------       ----------       ----------
Net sales to external customers                      433.6            171.9            937.8            415.9
    Operating income                                 128.0             46.1            267.3            105.9

WDM, Switching and Thin Film Filters:
    Shipments                                        525.6            242.6          1,775.1            537.9
    Intersegment sales                               (39.6)           (19.8)           (76.8)           (47.2)
                                                ----------       ----------       ----------       ----------
Net sales to external customers                      486.0            222.8          1,698.4            490.6
    Operating income                                 152.2             76.0            617.8            183.1


Net sales by reportable segments                     919.6            394.6          2,636.1            906.5
All other net sales                                    0.5               --             (4.4)            (0.1)
                                                ----------       ----------       ----------       ----------
                                                     920.1            394.6          2,631.7            906.4
                                                ----------       ----------       ----------       ----------

Operating income by reportable segment               280.2            122.1            885.1            289.0
All other operating income                           (49.9)             6.7            (97.6)             6.5
Unallocated amounts:
    Acquisition related charges and
    payroll tax on  stock option
      exercises                                   (2,552.1)          (352.3)        (4,860.1)          (749.8)
    Gain on sale of subsidiary and
      other related costs                          1,768.1               --          1,768.1               --
    Activity related to equity investments           (45.4)              --           (138.8)              --
    Interest and other income, net                     4.6             10.0             30.3             26.2
                                                ----------       ----------       ----------       ----------
Loss before income taxes                        $   (594.5)      $   (213.5)      $ (2,413.0)      $   (428.1)
                                                ==========       ==========       ==========       ==========
</TABLE>

<PAGE>   9
                                                        JDS Uniphase Corporation
                                                                    Page 9 of 10


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

<TABLE>
<CAPTION>
                                                               Three months ended March 31, 2001
                                                       --------------------------------------------------
                                                                            Pro Forma
                                                        As Reported        Adjustments        Pro Forma*
                                                       ------------       ------------       ------------
<S>                                                    <C>                <C>                <C>
Net sales                                              $      920.1                $--       $      920.1
Cost of sales                                                 494.2              (21.5)             472.7
                                                       ------------       ------------       ------------
Gross profit                                                  425.9               21.5              447.4
Operating expenses:
   Research and development                                    98.0               (6.2)              91.8
   Selling, general and administrative                        139.1              (13.8)             125.3
   Purchased intangibles and in-process R&D                 2,512.7           (2,512.7)                --
                                                       ------------       ------------       ------------
Total operating expenses                                    2,749.8           (2,532.7)             217.1
Income (loss) from operations                              (2,323.9)           2,554.2              230.3
Gain on sale of subsidiary                                  1,770.2           (1,770.2)                --
Activity related to equity investments                        (45.4)              45.4                 --
Interest and other income, net                                  4.6                7.5               12.1
                                                       ------------       ------------       ------------
Income (loss) before income taxes                            (594.5)             836.9              242.4
Income tax expense                                            698.7              616.3               82.4
                                                       ------------       ------------       ------------
Net income (loss)                                      $   (1,293.2)      $    1,453.2       $      160.0
                                                       ============       ============       ============
Net income (loss) per share                            $      (1.13)                         $       0.14
                                                       ============                          ============
Net income (loss) per share, diluted basis             $      (1.13)                         $       0.14
                                                       ============                          ============
Number of weighted average shares outstanding               1,142.5                               1,142.5
Number of weighted average shares and equivalents           1,142.5                               1,182.3
</TABLE>


<TABLE>
<CAPTION>
                                                                    Three months ended March 31, 2000
                                                       ------------------------------------------------------------
                                                          JDS                           Pro Forma
                                                        Uniphase          E-TEK         Adjustments      Pro Forma*
                                                       ----------       ----------      ----------       ----------
<S>                                                    <C>              <C>             <C>              <C>
Net sales                                              $    394.6       $     90.6              --       $    485.2
Cost of sales                                               202.1             45.7           (13.1)           234.7
                                                       ----------       ----------      ----------       ----------
Gross profit                                                192.5             44.9            13.1            250.5
Total operating expenses                                    416.1             18.3          (339.2)            95.2
                                                       ----------       ----------      ----------       ----------
Income (loss) from operations                              (223.6)            26.6           352.3            155.3
Interest and other income, net                               10.0              1.9              --             11.9
                                                       ----------       ----------      ----------       ----------
Income  (loss) before income taxes                         (213.6)            28.5           352.3            167.2
Income tax expense                                           27.3             10.8            21.6             59.7
                                                       ----------       ----------      ----------       ----------
Net income (loss)                                      $   (240.9)      $     17.7      $    330.7       $    107.5
                                                       ==========       ==========      ==========       ==========
Net income per share                                                                                     $     0.12
                                                                                                         ==========
Net income per share, diluted basis                                                                      $     0.11
                                                                                                         ==========
Number of weighted average shares outstanding                                                                 893.0
Number of weighted average shares and equivalents                                                             972.3
</TABLE>


--------------------
*    Pro forma results for the quarter ended March 31, 2001 exclude the $11.5
     million effect on gross profit related to purchase accounting adjustments
     of the value of inventory; $2,512.7 million of purchased intangibles
     amortization and in-process R&D (IPR&D) charges; $4.2 million of payroll
     taxes on stock option exercises; $7.5 million of reduction in the value of
     marketable equity securities; $1,768.1 million gain on sale of subsidiary
     and related costs; $23.7 million of non-cash stock compensation; and $45.4
     million in activity related to investments accounted for under the equity
     method of accounting. March 31, 2000 pro forma results include the
     separately reported results of E-TEK Dynamics Inc., which was acquired on
     June 30, 2000 in a transaction accounted for as a purchase. Pro forma
     results for the quarter ended March 31, 2000 exclude the $12.3 million
     effect on gross profit related to purchase accounting adjustments to the
     value of inventory, $333.7 million of purchased intangibles amortization
     and IPR&D charges, and $6.3 million of payroll taxes on stock option
     exercises.


<PAGE>   10
                                                        JDS Uniphase Corporation
                                                                   Page 10 of 10



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

<TABLE>
<CAPTION>
                                                               Nine months ended March 31, 2001
                                                       --------------------------------------------------
                                                                           Pro Forma
                                                        As Reported        Adjustments        Pro Forma*
                                                       ------------       ------------       ------------
<S>                                                    <C>                <C>                <C>
Net sales                                              $    2,631.7                $--       $    2,631.7
Cost of sales                                               1,380.7              (73.3)           1,307.4
                                                       ------------       ------------       ------------
Gross profit                                                1,251.0               73.3            1,324.3
Operating expenses:
   Research and development                                   231.6              (10.9)             220.7
   Selling, general and administrative                        360.9              (44.9)             316.0
   Purchased intangibles and in-process R&D                 4,733.2           (4,733.2)                --
                                                       ------------       ------------       ------------
Total operating expenses                                    5,325.7           (4,789.0)             536.7
Income (loss) from operations                              (4,074.7)           4,862.3              787.6
Gain on sale of subsidiary                                  1,770.2           (1,770.2)                --
Activity related to equity investments                       (138.8)             138.8                 --
Interest and other income, net                                 30.3                7.5               37.8
                                                       ------------       ------------       ------------
Income (loss) before income taxes                          (2,413.0)           3,238.4              825.4
Income tax expense                                            792.2             (511.6)             280.6
                                                       ------------       ------------       ------------
Net income (loss)                                      $   (3,205.2)      $    3,750.0       $      544.8
                                                       ============       ============       ============
Net income (loss) per share                            $      (3.15)                         $       0.54
                                                       ============                          ============
Net income (loss) per share, diluted basis             $      (3.15)                         $       0.51
                                                       ============                          ============
Number of weighted average shares outstanding               1,017.3                               1,017.3
Number of weighted average shares and equivalents           1,017.3                               1,071.2
</TABLE>


<TABLE>
<CAPTION>
                                                            Nine months ended March 31, 2000
                                           --------------------------------------------------------------------
                                             JDS                                Pro Forma
                                             Uniphase            E-TEK          Adjustments         Pro Forma*
                                           ------------       ------------      ------------       ------------
<S>                                        <C>                <C>               <C>                <C>
Net sales                                  $      906.4              223.4                --       $    1,129.8
Cost of sales                                     466.6              112.4             (25.2)             553.8
                                           ------------       ------------      ------------       ------------
Gross profit                                      439.8              111.0              25.2              576.0
Total operating expenses                          894.1               44.6            (724.6)             214.1
                                           ------------       ------------      ------------       ------------
Income (loss) from operations                    (454.3)              66.4             749.8              361.9
Interest and other income, net                     26.2                5.0                --               31.2
                                           ------------       ------------      ------------       ------------
Income  (loss) before income taxes               (428.1)              71.4             749.8              393.1
Income tax expense                                 57.8               27.1              51.3              136.2
                                           ------------       ------------      ------------       ------------
Net income (loss)                          $     (485.9)      $       44.3      $      698.5       $      256.9
                                           ============       ============      ============       ============
Net income per share                                                                               $       0.31
                                                                                                   ============
Net income per share, diluted basis                                                                $       0.28
                                                                                                   ============
Number of weighted average shares                                                                         837.9
    outstanding
Number of weighted average shares and                                                                     912.3
    equivalents
</TABLE>

--------------------
*    Pro forma results for the nine months ended March 31, 2001 exclude the
     $60.1 million effect on gross profit related to purchase accounting
     adjustments of the value of inventory; $4,733.2 million of purchased
     intangibles amortization and in-process R&D (IR&D) charges; $42.6 million
     of payroll taxes on stock option exercises; $7.5 million of reduction in
     the value of investments in marketable equity securities; $1,768.1 million
     gain on sale of subsidiary and related costs; $24.2 million of non-cash
     stock compensation; and $138.8 million in activity related to investments
     accounted for under the equity method of accounting. March 31, 2000 pro
     forma results include the separately reported results of E-TEK Dynamics
     Inc., which was acquired on June 30, 2000 in a transaction accounted for as
     a purchase. Pro forma results for the nine months ended March 31, 2000
     exclude the $24.1 million effect on gross profit related to purchase
     accounting, $711.3 million of purchased intangibles amortization and IPR&D
     charges, and $14.4 million of payroll taxes on stock option exercises.


</TEXT>
</DOCUMENT>
</SUBMISSION>
