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<ACCESSION-NUMBER>0000912093-03-000011
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<PERIOD>20030123
<ITEMS>7
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<CONFORMED-NAME>JDS UNIPHASE CORP /CA/
<CIK>0000912093
<ASSIGNED-SIC>3674
<IRS-NUMBER>942579683
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
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<FILE-NUMBER>000-22874
<FILM-NUMBER>03522651
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<BUSINESS-ADDRESS>
<STREET1>1768 AUTOMATION PARKWAY
<CITY>SAN JOSE
<STATE>CA
<ZIP>95131
<PHONE>4085465000
</BUSINESS-ADDRESS>
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<STREET1>1768 AUTOMATION PARKWAY
<CITY>SAN JOSE
<STATE>CA
<ZIP>95131
</MAIL-ADDRESS>
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<FONT SIZE="3"><B><P ALIGN="CENTER">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</P></FONT></B>


<HR align=center SIZE=2 width="25%">
<br>
<FONT SIZE="4"><B><P ALIGN="CENTER">FORM 8-K</P></center></font></B>
<HR align=center SIZE=2 width="25%">


<FONT SIZE="3"><B><P ALIGN="CENTER">
               Current Report Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934
</P></FONT></B>

<FONT SIZE="3"><B><P ALIGN="CENTER">
    Date of Report (Date of earliest event reported):
<font color="FF0000"> January 23, 2003
</P></FONT></B>
 <br>
<p align=center><IMG SRC="logo.gif"></p>
<FONT SIZE="5" color="#0000FF"><B><U><P ALIGN="CENTER">
                                JDS Uniphase Corporation
</U></B></font><br>
<FONT SIZE="2">
            <i>(Exact name of registrant as specified in its charter)</i>
</font></p>

<FONT SIZE="3"><B><U><P ALIGN="CENTER">
                       Commission file number 0-22874
</U></P></FONT></B>


<P>&nbsp;
<TABLE COLS=2 WIDTH="100%">
<TR>
<TD>
<FONT SIZE="3"><B>
<CENTER><u>Delaware</u></CENTER>
</font></B>
</TD>
<TD>
<FONT SIZE="3"><B>
<CENTER><u>94-2579683</u></CENTER>
</font></B>
</TD>
</TR>
<TR>
<TD>
<FONT SIZE="2">
<CENTER>&nbsp;<i>(State or Other Jurisdiction of Incorporation or Organization)</i></CENTER>
</font>
</TD>

<TD>
<FONT SIZE="2">
<CENTER><i>(IRS Employer Identification Number)</i></CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>



<FONT SIZE="3"><B><P ALIGN="CENTER">
                                    1768 Automation Parkway<br>
                         <u>San Jose, California &nbsp;&nbsp; 95131<br>
</U></B></font><br>

<FONT SIZE="2">
       <i> (Address of principal executive offices including zip code)</i>
</font></p>

<FONT SIZE="3"><B><U><P ALIGN="CENTER">
                                      (408) 546-5000
</U></B></font><br>

<FONT SIZE="2">
               <i>  (Registrant's telephone number, including area code)</i>
</font></p>

<FONT SIZE="3"><B><P ALIGN="CENTER">
                                 Not Applicable
</B></font><br>


<FONT SIZE="2">
          <i>(Former name or former address, if changed since last report)</i>
</font></p>



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<p><b>Item 7.&nbsp;&nbsp;Financial Statements and Exhibits.</b></p>




<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=650>
<TR><TD WIDTH="20%" VALIGN="BOTTOM">
<P ALIGN="JUSTIFY">Exhibit<BR><U>Number</U></TD>
<TD WIDTH="80%" VALIGN="BOTTOM">
<U><P ALIGN="JUSTIFY">Description</U></TD>
</TR>

<TR><TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Exhibit 99.1</TD>
<TD WIDTH="80%" VALIGN="TOP">
<P ALIGN="JUSTIFY">
                Information contained in a script in connection with a conference
                call to be delivered by the officers of the Registrant on January 23,
                2003 furnished pursuant to Item 9 of this Form 8-K.
</TD>
</TR>

<TR><TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Exhibit 99.2</TD>
<TD WIDTH="80%" VALIGN="TOP">
<P ALIGN="JUSTIFY">
                Press Release dated January 23, 2003.
</TD>
</TR>
</TABLE>


<p><b>Item 9.&nbsp;&nbsp;Regulation FD Disclosure.</b></p>

<p>On January 23, 2003, officers of JDS Uniphase Corporation, a Delaware corporation
(the  &#147;Registrant&#148;),  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.</p>



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<B><P ALIGN="CENTER">SIGNATURES</B></P>

<P ALIGN="CENTER">&nbsp;</P>
<P>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.</P>

<P>
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    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
JDS UNIPHASE CORPORATION
</TD></TR></TABLE>



<P>
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  <TR>
    <TD width="38%"></TD>
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    <TD>&nbsp;</TD>
    <TD>By:&nbsp;</TD>
    <TD align=left>
/s/ Christopher S. Dewees
</TD></TR></TABLE>


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  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
Christopher S. Dewees
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><I>
General Counsel
  </I></TD></TR></TABLE></P>


<p>Dated:  January 23, 2003


<br>
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<B><P ALIGN="CENTER"> EXHIBIT INDEX</B>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=650>
<TR><TD WIDTH="20%" VALIGN="BOTTOM">
<P ALIGN="JUSTIFY">Exhibit<BR><U>Number</U></TD>
<TD WIDTH="80%" VALIGN="BOTTOM">
<U><P ALIGN="JUSTIFY">Description</U></TD>
</TR>

<TR><TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Exhibit 99.1</TD>
<TD WIDTH="80%" VALIGN="TOP">
<P ALIGN="JUSTIFY">
                Information contained in a script in connection with a conference
                call to be delivered by the officers of the Registrant on January 23,
                2003 furnished pursuant to Item 9 of this Form 8-K.
</TD>
</TR>

<TR><TD WIDTH="20%" VALIGN="TOP">
<P ALIGN="JUSTIFY">Exhibit 99.2</TD>
<TD WIDTH="80%" VALIGN="TOP">
<P ALIGN="JUSTIFY">
                Press Release dated January 23, 2003.
</TD>
</TR>
</TABLE>

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<B><p align=right>Exhibit 99.1</p></B>

<FONT FACE="Arial" SIZE="3">

<B><P ALIGN="CENTER">JDS UNIPHASE CONFERENCE CALL SCRIPT<BR>
                SECOND QUARTER FY 2003 RESULTS JANUARY 23, 2003</P>

<P>JOZEF</P>
</B><P>Welcome to the call. I am here with Syrus Madavi, our President and COO,
and Tony Muller, our Chief Financial Officer. Today we will report on the second
quarter of our fiscal year 2003: I will provide an overview of our business,
Syrus will review our markets and operations, and Tony will review the financial
results. Afterwards, we will open the call for your questions.</P>
<P>First, I will ask Tony to review the safe harbor statement.</P>

<B><P>TONY</P>
<P>Forward Looking Language</P>
</B><P>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 Factors" section of our Form 10-Q filed for the quarter ended September
30, 2002. </P>
<P>We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.</P>
<P>&nbsp;</FONT><B>&nbsp;</P>
<FONT FACE="Arial"><P>JOZEF</P>
</B><P>Thank you, Tony. I will now review the general status of the market and
the Company.</P>
<B><P>General status of the market and Company</P>

<UL>
</B><LI>We completed our second fiscal quarter with sales of $157 million, which
is within the guidance provided. As our customers and carriers work through the
current environment, we are seeing encouraging signs of stability in the market.
Accordingly, we expect sales for next quarter to be in the range of $155 to 165
million.</LI>
<LI>The expected results for next quarter combined with the overall trends of
the industry give an indication that we may be approaching a bottom in this
telecom cycle.</LI>
<LI>Of current interest to the communications industry is the considerable
discussion regarding potential changes to the regulatory environment, which
could significantly affect network build-out and, hence, our communications
business. The matter of the FCC proposing regulation changes has been well
speculated in the press, so we won't add to the debate today. However, I will
say that our customers yearn for a decision, which would spur opportunities for
increased investments and innovation in new broadband communications
facilities.</LI>
<LI>Our ongoing strategy for our communications business is to focus our efforts
on the most promising market opportunities, while maintaining our capabilities
in those markets that are relatively dormant such as long-haul or submarine. At
this time, we are increasing our activities towards applications for the metro,
access and edge, as well as enterprise networks. Particularly suited for these
market segments are our Transmission products. The CATV market is also
relatively robust and we continue to exploit arising opportunities. </LI>
<LI>There is an increasing trend towards greater integration of components with
more electronics and software control. We believe the move to more module and
subsystem solutions offers a broader functionality and cost performance value to
our customers. Because of our strong optical engineering and technical talents,
our customers are increasingly inviting us to discuss opportunities to design
higher level, subsystem products into their networks. This is leading to an
increased emphasis on market penetration for our Network Ready
Products.</LI>
<LI>In addition to communications and at the Company's fundamental core is our
optics technology which continues to serve several, diverse markets, including
display, instrumentation, biotech, document authentication, decorative, defense
and aerospace. Some of these markets have been more resistant to the difficult
economic conditions and have even offered growth opportunities during this time,
and we are adapting and investing Company resources accordingly.</LI>
<LI>We have a diverse group of businesses, and our strategy is to manage each,
consistent with the growth and financial prospects for each. This requires that
we fund new product development in each and pursue mergers and acquisitions, as
appropriate to the circumstances and opportunities of each business.</LI>
<LI>As an example, we believe the growing need for counterfeit protection among
a wide range of branded consumer and luxury items is well served by our optical
authentication technologies</FONT>. </LI>
<FONT FACE="Arial"><LI>Today we announced the acquisition of LA Label to extend
our optical technology capabilities in product security and authentication.<U>
</U>JDS Uniphase is already a global leader in optical authentication
technologies through our Flex Products business unit, whose ColorShift
technology protects the currencies of 90 countries. With this acquisition, Flex'
SecureShift&trade; pigment technology can now be integrated into labels and
packaging to protect the world's leading brands against the epidemic problem of
counterfeiting. Brand security is a matter gaining great attention today, as
product counterfeiting is costing billions of dollars annually in lost revenue
to companies in a broad range of markets.</LI>
<LI>Our ability to invest in such promising opportunities is a result of the
Company's strong financial position. Our ongoing financial strength and
stability are a source of comfort and reassurance for our customers, providing a
platform for building ongoing partnerships. </LI>
<LI>We are protecting our financial position by working to reach break-even and
profitability quickly. Toward this end, we have made continued progress with our
Global Realignment Program, taking actions that we believe will bring our annual
cost savings rate to almost $1.3 billion as compared to the expense levels at
the beginning of the program. In fact, we are accelerating our targets, as Syrus
will explain further. </LI>
<LI>JDS Uniphase remains innovative, as evident in our recent development
efforts for SecureShift&trade;, as well as in our other product and technology
development activities this quarter including our introduction of a family of
transmission modules for network edge, metro and enterprise applications. Syrus
will provide further information shortly.</LI>
<LI>In conclusion, JDS Uniphase remains strong with markets we believe have
positive, long-term outlooks. We remain innovative, adaptable and committed to
achieve our objectives. </LI></UL>

<P>&nbsp;</P>
<P>Syrus will now review Operations.</P>
</FONT><B><P>&nbsp;&nbsp;</P>
<FONT FACE="Arial"><P>SYRUS</P>
</B><P>Thanks Jozef. </P>
<P>Good afternoon, I would like to give you additional insight into the actions
we are taking to move the company closer to profitability:</P>

<UL>
<LI>First, the company remains intensely focused on making overhead costs
commensurate with the current revenue level.</LI>
<LI>Second, we have re-focused our communications market strategy much more on
the metro, access, LAN and storage area network segments, while sustaining our
core competencies for the long haul market which we believe will remain less
than robust for the next two years. </LI>
<LI>So, to comment on the progress of our restructuring which we have been
communicating under the name Global Realignment Program. Under this corporate
wide initiative, we have modified our manufacturing strategy to build our high
volume products either at contract manufacturers, or in our factories in China.
This has allowed us to close 58 sites worldwide, and restructure the remaining
sites to more effectively focus on differentiated, low volume products and new
product development. We expect the great majority of these initiatives to be
completed by September 2003, providing us, with margin expansion. We have also
centralized all supply chain management and purchasing which we expect to bring
us significantly lower material costs. Tony will be commenting about our gross
margin perspectives later.</LI>
<LI>As a result of our efforts to restructure our manufacturing, our fixed
manufacturing overhead has been, and will be, further reduced significantly, and
yet we believe we will be able to respond to a substantially higher level of
demand when our markets strengthen.</LI>
<LI>Concurrent with our efforts to reduce the cost of goods sold for our
products, we have taken corporate wide initiatives to considerably reduce
overhead expenses. In particular, during our last conference call, we reported
that we centralized our finance, human resources, and IT organizations. This
initiative will be largely complete by the end of June and is expected to result
in an annual expense reduction of about $50 million a year. We have also taken
actions to reduce marketing and selling expenses.</LI>
<LI>In the area of Research and Development, we are refocusing our communication
projects more on access, metro, LAN, and storage area network markets. At the
same time, we are sustaining our core competencies to serve long haul and
undersea markets when demand resumes. During the second quarter we reduced
R&amp;D by $4 million or 11%. Nevertheless, R&amp;D expenses as a percent of
sales remained a healthy 24%. Going forward, we intend to continue incrementally
lowering our R&amp;D expenses, while maintaining our commitment to optical
communication markets, and leveraging our optical technologies for non-communication
applications.</LI>
<LI>To summarize the status of our Global Realignment Program, as you may recall
this massive restructuring began in March of 2001 and we expect it to be
successfully completed by December 2003. To date, the overall cost of the
program has been $1.1 billion, resulting in an estimated annual savings rate of
$1.1 billion. Going forward, we expect the program to cost an additional $130
million resulting in an estimated additional annual savings rate of $215
million. </LI>
<LI>To date the Global Realignment Program has used approximately $222 million
in cash and we expect additional cash outlays of just under $200 million over
future quarters.</LI>
<LI>Our employment has been reduced from 29,000 in March 2001 to just below
7,000 today.</LI></UL>

<P>Due to these cost reduction efforts, we are on track to achieve operating
cash flow breakeven at a level of $200 million in revenue per quarter by the end
of calendar 2003. </P>
<P>&nbsp;</P>
<B><P>Markets and Technology</P>
</B><P>Although we have made significant changes to the Company, our product and
market development teams have remained innovative and responsive to market
needs. </P>

<UL>
<LI>We introduced 34 new products in the first half of the fiscal year and have
over 40 scheduled for release for the second half. In our communications markets
we are emphasizing transmission products for network edge, access, metro and
enterprise applications.</LI>
<LI>Nearly half of our new module and component products are for transmission,
compared to less than 20% in previous years. </LI>
<LI>Most recently, we introduced the CT2 Series transceiver family optimally
suited for OC 3, 12, and 48 SONET applications. These products bring together
the high performance characteristics of telecommunication products with the low
cost and ease of use associated with data communications products.</LI></UL>
<DIR>

<P>In summary, I believe we are making excellent progress to size our expenses
to the current level of revenue while focusing the Company on more fertile
markets and maintaining upside potential for when the communications market
becomes more robust. </P>
</FONT><P>&nbsp;</P></DIR>

<FONT FACE="Arial"><P>Jozef.</P>
<P>&nbsp;</P>
<P>&nbsp;<B>JOZEF</P>
</B><P>Thank you, Syrus. And now Tony will review the financial results. </P>
</FONT><B><P>&nbsp;&nbsp;</P>
<FONT FACE="Arial"><P>TONY</P><DIR>

<P>Numbers for the Quarter</P></DIR>

</B><P>Let me review the key financial numbers for the quarter. I will be
referring to our pro forma presentation of financial results. A detailed
reconciliation of our pro forma information to GAAP results is included in
detail in today's results press release which is available at
www.jdsu.com. Sales of $157 million in the quarter were down 19% from the first
quarter and consistent with our sales guidance (down 12% after normalizing for
cancellation revenues).</P>

<UL>
<LI>Gross margin declined from the first quarter because of lower volume and
lower cancellation revenue. However, it was comparable to the first quarter on a
normalized basis, as I will discuss below. </LI>
<LI>We are continuing to see the impact of the Global Realignment Program on our
cost structure and expect it to become more significant in the third and fourth
quarters. </LI>
<LI>The Global Realignment Program progressed further and we have increased the
anticipated annual savings rate to almost $1.3 billion as compared to our cost
structure at the commencement of the program. </LI>
<LI>Our financial condition remains strong. Cash and short-term investments at
the end of December were $1.33 billion, of which over $1.28 billion was in cash
and short-term fixed income investments. </LI></UL>

<P>Looking at the quarter in more detail let me start with our operating
results.</P>

<UL>
<LI>Sales to North American customers in the second quarter represented 72% of
total sales, European customers 16%, and Asian customers 12%. </LI>
<LI>Texas Instruments, an important customer for our display products
represented 15% of sales for the quarter </LI>
<LI>Our sales for the quarter included cancellation charges of under $4 million,
less than was contemplated in our guidance for the quarter. </LI>
<LI>Communication products represented $75 million in sales, or 48% of total
sales. Revenue in this segment was down 31% sequentially, 20% excluding the
decline in cancellation revenue</LI>
<LI>Our Thin Film Products Group (our non-communications sales) accounted for
$82 million in sales, or 52% of total sales. Sales in this segment declined 3%
from the first quarter because of customer inventory adjustments, which we noted
when we provided guidance three months ago. </LI>
<LI>Our Communications segment reported a loss while TFPG reported a profit,
albeit lower than in the first quarter because of lower sales, a less favorable
product mix and higher R&amp;D spending, offset in part by lower SG&amp;A
expenses.</LI>
<LI>Modules represented approximately 65% of communications sales for the
quarter. This percentage was 60%, 50%, and 40% in the prior three quarters,
respectively. It shows a clear shift in our business. </LI>
<LI>Our book-to-bill ratio was below one for the quarter, but above the first
quarter. </LI></UL>

<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P>Gross margin (pro forma)</P>

<UL>
</B><LI>Our pro forma gross margin, including realignment and other charges was
minus one percent of sales. Pro forma gross margin includes the benefit of
cancellation revenue, inventory write-downs, the sale of inventory previously
written off, and Global Realignment Program charges. Normalizing for these
factors, in particular the decline in cancellation revenue from the first
quarter, results in the same pro forma gross margin as the first quarter, or
about minus 2% of sales. Holding pro forma gross margin constant in the face of
19% sales decline reflects the significant cost reductions made under our Global
Realignment Program.</LI></UL>

<P>However, our pro forma gross margin was below our guidance of 4 to 8% of
sales because of mix changes and an unanticipated inventory write-down in a
communications product line. </P>

<UL>
<LI>Our results reflect a $1 million net charge when comparing inventory write-
downs to the use of previously written off inventory. (We used approximately $15
million in previously written down inventory, and wrote down $16
million)</LI></UL>

<P>&nbsp;</P>
<B><P>R&amp;D (pro forma)</P>
<P>&nbsp;</P>

<UL>
</B><LI>Excluding Global Realignment Program charges, R&amp;D expenses were $37
million or 24% of sales for the quarter, down 11% from the first quarter, a
reflection of the progress we continue to make in increasing our R&amp;D
productivity and otherwise reducing expenses. R&amp;D expenses were below the
amounts generally forecasted by analysts covering JDS Uniphase as well as our
internal forecasts, yet we continue to invest heavily in our most promising
opportunities.</LI></UL>

<P>&nbsp;</P>
<B><P>SG&amp;A (pro forma)</P>

<UL>
</B><LI>SG&amp;A expenses, excluding Global Realignment Program charges, were
$60 million for the quarter or 39% of sales. SG&amp;A expenses were up
</FONT><FONT FACE="Helv,Arial">in the second quarter because of the accelerated
depreciation related to our significant IT restructuring, accruals for dispute
resolutions being negotiated, higher insurance premiums and the time and costs
of completing some of our administrative centralization programs. </FONT><FONT
FACE="Arial">We continue significant restructuring of SG&amp;A functions,
including major changes to our IT structure, and we anticipate their effect to
be considerable by the fourth fiscal quarter as we will discuss later.</LI></UL>

<B><P>Other items</P>
<P>&nbsp;</P>

<UL>
</B><LI>Our operating results for the quarter reflected lower depreciation
because of asset dispositions and prior fixed asset write-downs. </LI>
<LI>Interest and other income was $7 million for the quarter. </LI>
<LI>Our GAAP loss for the quarter was $215 million and the pro forma loss was
$185 million or $0.13 per share, reflecting lower sales and gross margin as well
as the SG&amp;A expense items mentioned earlier. These results include $92
million in Global Realignment Program costs and exclude the costs we have
historically excluded from pro forma results, primarily those related to merger
and acquisition charges as well as the reduction in the value of long-lived
assets and gains and losses on investments. </LI>
<LI>The pro forma loss per share exceeded our guidance of a $.05 to $.07 per
share loss because of Global Realignment Program charges and the pro forma gross
margin and SG&amp;A items mentioned above. </LI>
<LI>For the second quarter we recorded an income tax provision of under $1
million and shares for the quarter were 1.415 billion. </LI></UL>

<B><P>Global Realignment Program</P>
</B><P>&nbsp;</P>

<UL>
<LI>The total costs of this program are now estimated to be $1.2 billion of
which approximately $1.1 billion was incurred through the end of the second
quarter. </LI>
<LI>In the second quarter we recorded net charges of $92 million, of virtually
all was charged to operating expenses. Included in the costs of the Global
Realignment Program are charges for employee severance, lease costs, accelerated
depreciation, and moving and employee costs related to the phasing out of
certain facilities and equipment. </LI>
<LI>To date actions taken under the Global Realignment Program have reduced our
annual cost rate by almost $1.1 billion. Under the Program, we expect to reduce
our annual expense rate by $215 million more. </LI>
<LI>We continue to expect to reduce our operating cash flow break-even to $200
million per quarter by the end of calendar 2003. We continue to work to improve
if further </LI>
<LI>I would remind the call that the above forecasts are based on our
anticipated cost structure and do not represent forecasts of future sales
levels. Also, the reported operating cash flow at such a sales level would
depend on the rate of sales change from prior quarters as this affects working
capital changes. </LI>
<LI>Regrettably, we will be compelled to reduce our employment further and we
will continue to report our employment levels to you in future periods. Our
global employment today is just below 7,000.</LI></UL>

<P>&nbsp;<B>Balance Sheet</P>
</B><P>&nbsp;</P>
<P>Our financial strength remains considerable.</P>

<UL>
<LI>We held $1.33 billion in cash and marketable securities at the end of the
quarter, of which over $1.28 billion was cash, money market and other highly
liquid fixed income securities. </LI>
<LI>DSAR increased to 54 days for the quarter as compared to 52 days at the end
of September. </LI>
<LI>The Global Realignment Program used $15 million in cash during the quarter
net of asset sale proceeds. To date, the Global Realignment Program has used
approximately $222 million in cash and we expect additional cash outlays of just
over $200 million over future quarters. </LI>
<LI>Our net inventory levels declined 9% during the quarter. </LI>
<LI>We used $60 million in cash for operations during the quarter, including
cash used by the Global Realignment Program. This is $4 million higher than the
first quarter, although $11 million in income tax refunds received favorably
affected the first quarter </LI>
<LI>Capital spending for the quarter was $11 million, which was less than our
depreciation of $16 million. First half capital spending was $29 million. </LI>
<LI>Cash and equivalents and short-term investments declined $62 million during
the quarter.</LI></UL>

<B><P>Long-Lived Assets</P>
</B><P ALIGN="JUSTIFY">During the second quarter of fiscal 2003, we completed
our impairment review of goodwill for the quarter ended September 30, 2002 under
SFAS No. 142 ("Goodwill and Other Intangible Assets") and recorded an additional
impairment charge of approximately $1 million. As the procedures required by
SFAS No. 142 are complex and time-consuming, the rules permitted us to record
our best estimate of the charge in the first quarter and adjust this charge by
increasing or decreasing it in the second quarter, if necessary, and we made
this small adjustment.</P>
<P ALIGN="JUSTIFY">In addition, we completed our impairment review of goodwill
and other long-lived assets under SFAS No. 142 and SFAS No. 144 ("Accounting for
the Impairment or Disposal of Long-Lived Assets") for the quarter ended December
31, 2002 and determined that no additional impairment charges were required.</P>
<P>&#9;The impairment testing done in connection with SFAS 142 and 144 did not
indicate that further write-downs were required at this time. The principal
reason for this is that our forecasted cash flows did not change unfavorably
from three months ago - a reflection of the combined effects of our sales
forecasts and the anticipated impact of cost reductions. </P>
<P>&nbsp;</P>
<B><P>Guidance</P>
<P>&nbsp;</P>
</B><P>As Jozef indicated earlier, the Company anticipates net sales for the
third quarter of fiscal 2003 will be in the range of $155 to $165 million, and
our forecasts anticipate that sales in each of our two segments - communications
and the Thin Film Products Group - may increase slightly from the second
quarter's levels.</P>
<P>At the net sales level projected for the third quarter, the Company expects
pro forma gross margin will be in the range of 10% to 12 % of net sales with a
pro forma net loss of $.03 to $.05 per share, including restructuring charges
and other costs associated with the Global Realignment Program. The forecasted
improvement in gross margin anticipates cost reductions under the Global
Realignment Program and favorable mix changes.</P>
<P>We anticipate further modest declines in R&amp;D expenses in the third and
fourth quarters. We expect to report significant declines in SG&amp;A expenses
by the fourth quarter as we realize large reductions from centralization of
administrative functions and sharply lower IT expenses.</P>
<P>These results do not include the effect of the LA Label acquisition announced
today, and we expect this acquisition to be accretive in the current
quarter.</P>
<P>We continue to anticipate using approximately $250 to $300 million in cash in
fiscal 2003 (exclusive of M&amp;A activities) based on our expectations for
sales, Global Realignment Program cash costs, and capital expenditures of $65 to
$75 million. We used $126 million in cash in the first half of the year.</P>
<P>&nbsp;&nbsp;</P>
<P>Jozef.</P>
</FONT><B><P>&nbsp;&nbsp;</P>
<FONT FACE="Arial"><P>JOZEF</P>
</B><P>Thank you, Tony.</P>

<UL>
<LI>As many of you already know, Tony will retire at the end of February. Let me
say now, from my heart, and on behalf of all JDS Uniphase, thank you Tony for
all you have done. Your professional contribution and personal leadership have
been invaluable to this Company. And I, in particular, will miss your friendship
and your guidance. It has been an amazing ride and we wish you all the very best
in retirement - you deserve it. Perhaps I should take up golf to ensure we still
get to see each other!</LI>
<LI>We believe we are making good progress in our search for a new Chief
Financial Officer and hope to make an announcement soon. </LI>
<LI>In addition, Don Scifres, our Chief Strategy Officer, and an icon in the
fiberoptic industry, is also retiring from a long and successful career. Joining
JDS Uniphase through its merger with SDL where he was President and CEO, Don has
brought a wealth of talent, wisdom and leadership to our Company. Don and I go
along way back - he once offered me a job...I turned it down but in the end we
partnered up anyways.</LI>
<LI>And of course, a final note as always to our employees who are on the front
lines battering on with a continued commitment and fighting spirit. They have
time and again proven themselves resilient in these times of challenge. JDS
Uniphase remains strong because of the innovation, adaptability and commitment
of our employees whose strength of will and unrelenting heart are pulling us
through. </LI>
<LI>I am proud of the leadership we have maintained throughout these difficult
times and I look forward to new possibilities and opportunities in the markets
we serve. The turbulent waters are settling and a safe harbor for our Company
seems closer for us.</LI></UL>

<P>Thank you.</P>
</FONT><P>&nbsp;</P>
<FONT FACE="Arial"><P>We now open the call for questions.</P>
</FONT><B><P>&nbsp;</B>&nbsp;</P>






































































































































































































































































































































































































































































































































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<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>exh99-2.htm
<DESCRIPTION>PRESS RELEASE
<TEXT>
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<HEAD>
<title>01232003 8K Exhibit 99.2</title>
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<p align=right><b>Exhibit 99.2</b></p>


<p align=right><IMG SRC="logo.gif"></p>

<font FACE="Arial" SIZE="6">
<I>News Release</I>
</font>

<P>
<TABLE COLS=2 WIDTH="100%">
<TR>
<TD>
<font FACE="Arial" SIZE="2">
For further information contact:<br>
<br>
Investors: &nbsp; Anthony R. Muller<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Executive Vice President and Chief Financial Officer<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 408-546-4546<br>
<br>
Press: &nbsp;  Gerald Gottheil<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Director of Corporate Marketing and Communications<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 408-546-4400
</font> </TD>
<TD>
<font FACE="Arial" SIZE="2">
<br>
JDS Uniphase Corporation<br>
1768 Automation Parkway<br>
San Jose, CA &nbsp; 95131<br>
 USA<br>
<br>
Tel 408 546-5000<br>
Fax 408 546-4372<br>
www.jdsu.com
</font> </TD>
</TR>
</TABLE></P>
<br>
<br>
<font FACE="Times New Roman" SIZE="3">


<B> <P ALIGN="CENTER">JDS UNIPHASE REPORTS SECOND QUARTER RESULTS</P>
<P ALIGN="JUSTIFY">Ottawa, Ontario, and San Jose, California, January 23, 2003
</B> - JDS Uniphase Corporation (NASDAQ: JDSU and TSX: JDU) today reported
results for its second quarter ended December 31, 2002. Net sales for the
quarter were $157 million, as compared to net sales of $193 million for the
quarter ended September 30, 2002 and $286 million for the quarter ended December
31, 2001. </P>
<P ALIGN="JUSTIFY">&#9;For the quarter ended December 31, 2002, the Company
reported a GAAP loss of $215 million, or $0.15 per share, as compared to a GAAP
loss of $521 million, or $0.37 per share, for the quarter ended September 30,
2002. On a pro forma basis, excluding reductions of goodwill, amortization of
purchased intangibles, stock-based compensation charges, loss on sale of
subsidiaries, and gains and losses on investments, the Company reported a net
loss of $185 million, or $0.13 per share. Both the GAAP and pro forma results
included approximately $92 million in restructuring charges and other costs
associated with the Global Realignment Program. </P>
<P ALIGN="JUSTIFY">&#9;The detailed adjustments reconciling the GAAP results to
the pro forma results for the quarter ended December 31, 2002 are provided in
the Company's pro forma financial tables at the end of this release. </P>
<P ALIGN="JUSTIFY">&#9;"The Company continues to progress in its Global
Realignment Program and is pursuing an accelerated path towards break-even and
onto profitability. At the same time, we are seeing signs of stability in our
communications markets," said Jozef Straus, Co-chairman and CEO. "In addition,
we continue to invest in the most promising growth opportunities across all of
our optical technology markets, as demonstrated by the acquisition announced
today, that we believe will enable us to expand our capabilities and market
reach in security and product authentication markets."</P>
<B><P ALIGN="JUSTIFY">Editors' Note</P>
</B><P ALIGN="JUSTIFY">Please note that analyst estimates typically exclude the
restructuring and other costs associated with the Company's Global Realignment
Program. The pro forma amounts shown in the financial tables of this release do
not exclude such costs. This information should be noted in any comparison
between the Company's pro forma results and First Call and I/B/E/S consensus
analyst estimates of pro forma results for the quarter ended December 31,
2002.</P>
<B><P>Global Realignment Program</P>
</B><P ALIGN="JUSTIFY">The Company reported that it is continuing its
restructuring activities under the Global Realignment Program in response to the
business downturn. The Company reported the following progress and expectations
in connection with the Global Realignment Program: </P>

<UL>
<P ALIGN="JUSTIFY"><LI>To date, the Global Realignment Program has reduced the
Company's annual costs by approximately $1.1 billion. Because of the challenging
environment in communications markets, the Company is continuing to undertake
expense reductions that, when completed, are currently anticipated to generate
total annual cost reductions of approximately $1.3 billion, as compared to cost
levels at the commencement of the Global Realignment Program.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Company is undertaking further reductions of
employment, centralization of functions and additional site closures. The
Company's global employment is now approximately 7,000 employees.</LI></P>
<P ALIGN="JUSTIFY"><LI>The Company now estimates that the total cost of the
Global Realignment Program will be approximately $1.2 billion, of which
approximately $1.1 billion was recorded through December 31, 2002.</LI></P></UL>

<B><P ALIGN="JUSTIFY">Goodwill and Other Long-Lived Assets</P>
</B><P ALIGN="JUSTIFY">During the second quarter of fiscal 2003, the Company
completed its impairment review of goodwill for the quarter ended September 30,
2002 under SFAS No. 142 ("Goodwill and Other Intangible Assets") and recorded an
additional impairment charge of approximately $1 million. (As the procedures
required by SFAS No. 142 are complex and time consuming, the rules permit the
recording of estimates of the impairment charge and readjustment of this charge
by increasing or decreasing it in the following quarter, if necessary. The
Company previously recorded an estimated goodwill impairment charge of $225
million under SFAS No. 142 during the quarter ended September 30, 2002). </P>

<P ALIGN="JUSTIFY">In addition, the Company completed a review to determine if
impairment indicators existed relating to its goodwill and other long-lived assets for the
quarter ended December 31, 2002. The Company determined that there were no
impairment indicators; therefore, no impairment review was required under SFAS No. 142 or SFAS
No. 144 ("Accounting for the Impairment or Disposal of Long-Lived Assets").</P>
<B><P ALIGN="JUSTIFY">Financial Condition</P>
</B><P ALIGN="JUSTIFY">The Company's financial condition remained strong at
December 31, 2002 with over $1.3 billion in cash, money market and other highly
liquid securities. </P>
<B><P>Guidance</P>
</B><P ALIGN="JUSTIFY">The Company anticipates net sales for the third quarter
of fiscal 2003 will be in the range of $155 to $165 million. At the net sales level projected
for the quarter, the Company expects pro forma gross margin will be in the range
of 10% to 12% of net sales with a pro forma net loss of $0.03 to $0.05 per
share, including restructuring charges and other costs associated with the
Global Realignment Program.</P>
<B><P ALIGN="JUSTIFY">Conference Call</P>
</B><P ALIGN="JUSTIFY">The Company will discuss these results and other related
matters at 1:30 p.m. PST on January 23, 2003 in a live webcast, which will also
be archived for replay, on the Company's website at
www.jdsu.com under Investor Relations / Investor
Presentations and on the Investor Relations Welcome Page. The conference call
script is being filed as a Current Report on Form 8-K with the Securities and
Exchange Commission and will be available at www.sec.gov shortly  after this press release
becomes public.</P>

<P ALIGN="CENTER">**************************************</P>
<P ALIGN="JUSTIFY">JDS Uniphase Corporation, a worldwide leader in optical
technology, designs and manufactures products for fiberoptic communications, as
well as for markets where its core optics technologies provide innovative
solutions for industrial, commercial and consumer applications. The Company's
fiberoptic components and modules are deployed by system manufacturers for the
data communications, telecommunications and cable television industries. The
Company also offers products for display, security, medical/environmental
instrumentation, decorative, aerospace and defense applications. More
information on the Company is available at www.jdsu.com. </P>

<B><P ALIGN="JUSTIFY">Forward-Looking Statements</P>
</B><P ALIGN="JUSTIFY">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: (i) statements
or implications regarding the Company's ability to remain competitive and a
leader in its industry, and the future prospects and expectations for growth of
the Company, the market, the industry and the economy in general; (ii)
statements regarding the current industry downturn, the extent and duration
thereof and the extent and sufficiency of the Company's response thereto; (iii)
statements regarding the expected level and timing of cost savings and other
benefits to the Company from its Global Realignment Program and the expected
costs thereof; (iv) any anticipation or guidance as to future financial
performance, including expected sales levels, pro forma gross margin, and pro
forma loss per share for the third quarter of fiscal year 2003; and (v)
statements or implications regarding the benefits of the acquisition announced
today. These forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those projected, including,
without limitation, the following:<B> </B>(i) 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; (ii) 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 (iii) ongoing efforts to design products that meet
customers' future needs and to manufacture such products at competitive costs
may not be successful.</P>
<P ALIGN="JUSTIFY">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, 2002
filed with the Securities and Exchange Commission. The forward-looking
statements contained in this news release are made as of the date hereof and the
Company does not assume any obligation to update the reasons why actual results
could differ materially from those projected in the forward-looking
statements.</P>
<B><P ALIGN="CENTER">-SELECTED FINANCIAL DATA FOLLOWS-</P> </B>

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<B><P ALIGN="CENTER">
JDS UNIPHASE CORPORATION<br>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
</B><br>
(in millions, except per-share data)<br>
                    (unaudited)
<FONT FACE="Courier New"><PRE>
<FONT SIZE="1">

                                                          Three Months Ended          Six Months Ended
                                                      --------------------------  --------------------------
                                                      December 31,  December 31,  December 31,  December 31,
                                                          2002          2001          2002          2001
                                                      ------------  ------------  ------------  ------------
Net sales                                            $      156.6  $      286.1  $      349.6  $      614.7
Cost of sales                                               162.7         335.6         347.7         678.9
                                                      ------------  ------------  ------------  ------------
Gross profit (loss)                                          (6.1)        (49.5)          1.9         (64.2)
Operating expenses:
   Research and development                                  40.1          64.1          84.8         133.3
   Selling, general and administrative                       81.5          98.4         147.3         204.7
   Amortization of goodwill                                   --          331.6           --          664.3
   Amortization of other purchased intangibles                3.8         109.7          12.2         220.3
   Acquired in-process research and development               --           22.1           0.4          22.1
   Reduction of goodwill                                      1.3       1,265.1         225.7       1,296.3
   Reduction of other long-lived assets                       --            2.5         154.6          13.3
   Restructuring charges                                     75.8           --           98.8         243.0
                                                      ------------  ------------  ------------  ------------
Total operating expenses                                    202.5       1,893.5         723.8       2,797.3
                                                      ------------  ------------  ------------  ------------
Loss from operations                                       (208.6)     (1,943.0)       (721.9)     (2,861.5)
Interest and other income, net                                6.6           9.7          19.5          24.8
Loss on sale of subsidiaries                                 (0.5)          --           (0.5)          --
Gain on sale of investments                                   1.3           6.4           2.8           6.4
Reduction in fair value of investments                       (8.8)          --          (27.9)       (106.5)
Loss on equity method investments                            (4.0)        (25.8)         (6.5)        (45.1)
                                                      ------------  ------------  ------------  ------------
Loss before income taxes                                   (214.0)     (1,952.7)       (734.5)     (2,981.9)
Income tax expense                                            0.9         177.8           0.9         373.0
                                                      ------------  ------------  ------------  ------------
Net loss                                             $     (214.9) $   (2,130.5) $     (735.4) $   (3,354.9)
                                                      ============  ============  ============  ============

Net loss per share - basic and diluted               $      (0.15) $      (1.60) $      (0.52) $      (2.53)
                                                      ============  ============  ============  ============
Shares used in per-share calculation - basic
   and diluted                                            1,414.7       1,330.1       1,413.7       1,326.8
                                                      ============  ============  ============  ============
</FONT SIZE="1">
</PRE><FONT FACE="Times New Roman" SIZE="3">





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<B><P ALIGN="CENTER">
JDS UNIPHASE CORPORATION<br>
CONDENSED CONSOLIDATED BALANCE SHEETS
</B><br>
(in millions)

<FONT FACE="Courier New"><PRE>
<FONT SIZE="2">

                                                      December 31,    June 30,
                                                          2002          2002
                                                      ------------  ------------
                                                      (unaudited)
ASSETS
Current assets:
   Cash and cash equivalents                         $      217.0  $      412.4
   Short-term investments                                 1,114.0       1,038.0
   Accounts receivable, less allowance for doubtful
      accounts of $36.4 at December 31, 2002 and
      $42.9 at June 30, 2002                                 92.8         134.4
   Inventories                                               95.7         110.0
   Deferred income taxes                                     67.0          68.0
   Refundable income taxes                                   48.1          60.4
   Other current assets                                      26.3          34.1
                                                      ------------  ------------
Total current assets                                      1,660.9       1,857.3
Property, plant and equipment, net                          359.7         491.5
Deferred income taxes                                        26.1          43.9
Goodwill                                                    119.7         332.2
Other purchased intangibles, net                             86.9         177.5
Long-term investments                                        63.3          95.6
Other assets                                                  8.5           6.5
                                                      ------------  ------------
    Total assets                                     $    2,325.1  $    3,004.5
                                                      ============  ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                  $       63.9  $       66.2
   Accrued payroll and related expenses                      70.1          70.2
   Income taxes payable                                      31.2          31.3
   Deferred income taxes                                      --            2.2
   Restructuring accrual                                    160.3          95.8
   Warranty accrual                                          66.8          73.6
   Other current liabilities                                110.8         143.2
                                                      ------------  ------------
Total current liabilities                                   503.1         482.5
Deferred income taxes                                        26.4          41.7
Other non-current liabilities                                16.3           8.9

Stockholders' equity:
   Preferred stock                                            --            --
   Common stock and additional paid-in capital           68,495.5      68,457.9
   Accumulated deficit                                  (66,698.1)    (65,962.7)
   Accumulated other comprehensive loss                     (18.1)        (23.8)
                                                      ------------  ------------
Total stockholders' equity                                1,779.3       2,471.4
                                                      ------------  ------------
    Total liabilities and stockholders' equity       $    2,325.1  $    3,004.5
                                                      ============  ============
</FONT SIZE="2">
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<B><P ALIGN="CENTER">
       JDS UNIPHASE CORPORATION<br>
          OPERATING SEGMENT INFORMATION
</B><br>
            (in millions)<br>
              (unaudited)</P>
<FONT FACE="Courier New"><PRE>
<FONT SIZE="1">
                                                          Three Months Ended          Six Months Ended
                                                      --------------------------  --------------------------
                                                      December 31,  December 31,  December 31,  December 31,
                                                          2002          2001          2002          2001
                                                      ------------  ------------  ------------  ------------
Communictions Products Group:
  Shipments                                          $       74.7  $      221.6  $      183.7  $      477.1
  Intersegment sales                                          --            --            --            --
                                                      ------------  ------------  ------------  ------------
Net sales to external customers                              74.7         221.6         183.7         477.1
  Operating loss                                            (96.6)        (21.4)       (181.7)       (524.6)

Thin Film Products Group:
  Shipments                                                  83.3          65.2         168.8         142.0
  Intersegment sales                                         (1.4)         (3.5)         (2.9)         (9.2)
                                                      ------------  ------------  ------------  ------------
Net sales to external customers                              81.9          61.7         165.9         132.8
  Operating income (loss)                                     1.6          (9.4)         10.7         (36.9)

Net sales by reportable segments                            156.6         283.3         349.6         609.9
All other net sales                                           --            2.8           --            4.8
                                                      ------------  ------------  ------------  ------------
Total net sales                                             156.6         286.1         349.6         614.7
                                                      ------------  ------------  ------------  ------------

Operating loss by reportable segments                       (95.0)       (219.8)       (171.0)       (561.5)
All other operating income (loss)                           (95.6)         37.7        (130.2)        (29.5)
Unallocated amounts:
  Acquisition-related charges and
     payroll taxes on stock option exercises                (16.7)       (493.3)        (40.4)       (960.9)
  Reduction of goodwill and other long-lived assets          (1.3)     (1,267.6)       (380.3)     (1,309.6)
  Interest and other income, net                              6.6           9.7          19.5          24.8
  Loss on sale of subsidiaries                               (0.5)          --           (0.5)          --
  Gain on sale of investments                                 1.3           6.4           2.8           6.4
  Reduction in fair value of investments                     (8.8)          --          (27.9)       (106.5)
  Loss on equity method investments                          (4.0)        (25.8)         (6.5)        (45.1)
                                                      ------------  ------------  ------------  ------------
Loss before income taxes                             $     (214.0) $   (1,952.7) $     (734.5) $   (2,981.9)
                                                      ============  ============  ============  ============
</FONT SIZE="1">
</PRE><FONT FACE="Times New Roman" SIZE="3">

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<B><P ALIGN="CENTER">
                  JDS UNIPHASE CORPORATION<br>
 PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
</B><br>
(in millions, except per-share data)<br>
(unaudited)
<FONT FACE="Courier New"><PRE>
<FONT SIZE="1">
                                                        Three Months Ended December 31, 2002
                                                      ----------------------------------------
                                                           As        Pro Forma
                                                        Reported    Adjustments    Pro Forma*
                                                      ------------  ------------  ------------
Net sales                                            $      156.6  $        --   $      156.6
Cost of sales                                               162.7          (4.5)        158.2
                                                      ------------  ------------  ------------
Gross profit                                                 (6.1)          4.5          (1.6)
Operating expenses:
  Research and development                                   40.1          (2.4)         37.7
  Selling, general and administrative                        81.5          (5.9)         75.6
  Amortization of purchased intangibles                       3.8          (3.8)          --
  Reduction of goodwill                                       1.3          (1.3)          --
  Restructuring charges                                      75.8           --           75.8
                                                      ------------  ------------  ------------
Total operating expenses                                    202.5         (13.4)        189.1
Loss from operations                                       (208.6)         17.9        (190.7)
Interest and other income, net                                6.6           --            6.6
Loss on sale of subsidiaries                                 (0.5)          0.5           --
Gain on sale of investments                                   1.3          (1.3)          --
Reduction in fair value of investments                       (8.8)          8.8           --
Loss on equity method investments, net                       (4.0)          4.0           --
                                                      ------------  ------------  ------------
Loss before income taxes                                   (214.0)         29.9        (184.1)
Income tax expense                                            0.9           --            0.9
                                                      ------------  ------------  ------------
Net loss                                             $     (214.9) $       29.9  $     (185.0)
                                                      ============  ============  ============
Net loss per share - basic and diluted               $      (0.15)               $      (0.13)
                                                      ============                ============
Shares used in per-share calculation - basic
   and diluted                                            1,414.7                     1,414.7
                                                      ============                ============


                                                        Three Months Ended December 31, 2001
                                                      ----------------------------------------
                                                           As        Pro Forma
                                                        Reported    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)
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)          --
Loss on equity method investments, net                      (25.8)         25.8           --
                                                      ------------  ------------  ------------
Loss before income taxes                                 (1,952.7)      1,780.3        (172.4)
Income tax expense (benefit)                                177.8         (94.9)         82.9
                                                      ------------  ------------  ------------
Net loss                                             $   (2,130.5) $    1,875.2  $     (255.3)
                                                      ============  ============  ============
Net loss per share - basic and diluted               $      (1.60)               $      (0.19)
                                                      ============                ============
Shares used in per-share calculation - basic
   and diluted                                            1,330.1                     1,330.1
                                                      ============                ============
</FONT SIZE="1">
</PRE><FONT FACE="Times New Roman" SIZE="3">

<P ALIGN="JUSTIFY">____________________<BR>


<FONT SIZE=2>
<P> * &nbsp;
Pro forma results for the three months ended December 31, 2002 exclude $3.8 million of
amortization of purchased intangibles other than goodwill; $1.3 million of reduction of
goodwill; $12.8 million of stock-based compensation charges; $0.5 million of loss on sale of
subsidiaries; $1.3 million of gain on sale of investments; $8.8 million of reduction in fair
value of investments; and $4.0 million of loss on equity method investments. Pro forma results
for the three months ended December 31, 2001 exclude $331.6 million of amortization of
goodwill; $109.7 million of amortization of other purchased intangibles; $22.1 million of
acquired in-process research and development; $1,265.1 million of reduction of goodwill; $2.5
million of reduction of other long-lived assets; $29.6 million of stock-based compensation
charges; $0.3 million of payroll taxes on stock option exercises; $6.4 million of gain on sale
of investments; and $25.8 million of loss on equity method investments.
</FONT SIZE=2>

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<P style="PAGE-BREAK-BEFORE: always" align=left>


<B><P ALIGN="CENTER">
JDS UNIPHASE CORPORATION<br>
 PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
</B><br>
(in millions, except per-share data)<br>
(unaudited)
<FONT FACE="Courier New"><PRE>
<FONT SIZE="1">
                                                         Six Months Ended December 31, 2002
                                                      ----------------------------------------
                                                           As        Pro Forma
                                                        Reported    Adjustments    Pro Forma*
                                                      ------------  ------------  ------------
Net sales                                            $      349.6  $        --   $      349.6
Cost of sales                                               347.7          (9.8)        337.9
                                                      ------------  ------------  ------------
Gross profit                                                  1.9           9.8          11.7
Operating expenses:
  Research and development                                   84.8          (5.2)         79.6
  Selling, general and administrative                       147.3         (12.8)        134.5
  Amortization of purchased intangibles                      12.2         (12.2)          --
  Acquired in-process research and development                0.4          (0.4)          --
  Reduction of goodwill                                     225.7        (225.7)          --
  Reduction of other long-lived assets                      154.6        (154.6)          --
  Restructuring charges                                      98.8           --           98.8
                                                      ------------  ------------  ------------
Total operating expenses                                    723.8        (410.9)        312.9
Loss from operations                                       (721.9)        420.7        (301.2)
Interest and other income, net                               19.5           --           19.5
Loss on sale of subsidiaries                                 (0.5)          0.5           --
Gain on sale of investments                                   2.8          (2.8)          --
Reduction in fair value of investments                      (27.9)         27.9           --
Loss on equity method investments                            (6.5)          6.5           --
                                                      ------------  ------------  ------------
Loss before income taxes                                   (734.5)        452.8        (281.7)
Income tax expense                                            0.9           --            0.9
                                                      ------------  ------------  ------------
Net loss                                             $     (735.4) $      452.8  $     (282.6)
                                                      ============  ============  ============
Net loss per share - basic and diluted               $      (0.52)               $      (0.20)
                                                      ============                ============
Shares used in per-share calculation - basic
   and diluted                                            1,413.7                     1,413.7
                                                      ============                ============


                                                         Six Months Ended December 31, 2001
                                                      ----------------------------------------
                                                           As        Pro Forma
                                                        Reported    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)
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)          --
Reduction in fair value of investments                     (106.5)        106.5           --
Loss on equity method investments                           (45.1)         45.1           --
                                                      ------------  ------------  ------------
Loss before income taxes                                 (2,981.9)      2,415.7        (566.2)
Income tax expense (benefit)                                373.0        (423.9)        (50.9)
                                                      ------------  ------------  ------------
Net loss                                             $   (3,354.9) $    2,839.6  $     (515.3)
                                                      ============  ============  ============
Net loss per share - basic and diluted               $      (2.53)               $      (0.39)
                                                      ============                ============
Shares used in per-share calculation - basic
   and diluted                                            1,326.8                     1,326.8
                                                      ============                ============
</FONT SIZE="1">
</PRE><FONT FACE="Times New Roman" SIZE="3">

<P ALIGN="JUSTIFY">____________________<BR>


<FONT SIZE=2>
<P> * &nbsp;
Pro forma results for the six months ended December 31, 2002 exclude $12.2 million of
amortization of purchased intangibles other than goodwill; $0.4 million of acquired in-process
research and development; $225.7 million of reduction of goodwill; $154.6 million of reduction
of other long-lived assets; $27.8 million of stock-based compensation charges; $0.5 million of
loss on sale of subsidiaries; $2.8 million of gain on sale of investments; $27.9 million of
reduction in fair value of investments;  and $6.5 million of loss on equity method investments.
Pro forma results for the six months ended December 31, 2001 exclude $664.3 million of
amortization of goodwill; $220.3 million of amortization of other purchased intangibles; $22.1
million of acquired in-process research and development; $1,296.3 million of reduction in
goodwill; $13.3 million of reduction in other long-lived assets; $53.4 million of stock-based
compensation charges; $0.8 million of payroll taxes on stock option exercises; $6.4 million of
gain on sale of investments; $106.5 million of reduction in fair value of investments; and
$45.1 million of loss on equity method investments.
</FONT SIZE=2>


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