JDS Uniphase Announces Third Quarter Results and Global Realignment Program

Apr 24, 2001, 01:00 ET from JDS Uniphase Corp.

    OTTAWA and SAN JOSE, Calif., April 24 /PRNewswire Interactive News
 Release/ -- JDS Uniphase Corporation (Nasdaq:   JDSU; Toronto: 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.
 
     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.
     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.
     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:
 
     (in millions, except per share amounts)           Three months ended
                                                     March 31,     March 31,
                                                        2001          2000
 
     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
 
     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.
     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.
 
                            JDS UNIPHASE CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in millions, except per share data)
                                  (unaudited)
 
                                     Three months ended    Nine months ended
                                    March 31,  March 31,  March 31,  March 31,
                                      2001        2000       2001      2000
 
     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
 
                            JDS UNIPHASE CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in millions)
 
                                                     March 31,     June 30,
                                                        2001         2000
                                                    (unaudited)
     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
 
                            JDS UNIPHASE CORPORATION
                         OPERATING SEGMENT INFORMATION
                                 (in millions)
                                  (unaudited)
 
                                     Three months ended    Nine months ended
                                    March 31,  March 31,  March 31,   March 31,
                                      2001        2000       2001      2000
 
     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)
 
                            JDS UNIPHASE CORPORATION
                       PRO FORMA STATEMENTS OF OPERATIONS
                      (in millions, except per share data)
                                  (unaudited)
 
                                           Three months ended March 31, 2001
                                                       Pro Forma
                                        As Reported   Adjustments   Pro Forma*
 
     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
 
                                        Three months ended March 31, 2000
                                     JDS                Pro Forma
                                   Uniphase   E-TEK    Adjustments  Pro Forma*
 
     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
 
     * 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.
 
                            JDS UNIPHASE CORPORATION
                       PRO FORMA STATEMENTS OF OPERATIONS
                      (in millions, except per share data)
                                  (unaudited)
 
                                            Nine months ended March 31, 2001
                                                       Pro Forma
                                        As Reported   Adjustments   Pro Forma*
 
     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
 
                                         Nine months ended March 31, 2000
                                     JDS                Pro Forma
                                   Uniphase   E-TEK    Adjustments  Pro Forma*
 
     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 outstanding                                               837.9
     Number of weighted average
      shares and equivalents                                           912.3
 
     * 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.
 
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SOURCE JDS Uniphase Corp.
    OTTAWA and SAN JOSE, Calif., April 24 /PRNewswire Interactive News
 Release/ -- JDS Uniphase Corporation (Nasdaq:   JDSU; Toronto: 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.
 
     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.
     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.
     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:
 
     (in millions, except per share amounts)           Three months ended
                                                     March 31,     March 31,
                                                        2001          2000
 
     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
 
     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.
     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.
 
                            JDS UNIPHASE CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in millions, except per share data)
                                  (unaudited)
 
                                     Three months ended    Nine months ended
                                    March 31,  March 31,  March 31,  March 31,
                                      2001        2000       2001      2000
 
     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
 
                            JDS UNIPHASE CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in millions)
 
                                                     March 31,     June 30,
                                                        2001         2000
                                                    (unaudited)
     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
 
                            JDS UNIPHASE CORPORATION
                         OPERATING SEGMENT INFORMATION
                                 (in millions)
                                  (unaudited)
 
                                     Three months ended    Nine months ended
                                    March 31,  March 31,  March 31,   March 31,
                                      2001        2000       2001      2000
 
     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)
 
                            JDS UNIPHASE CORPORATION
                       PRO FORMA STATEMENTS OF OPERATIONS
                      (in millions, except per share data)
                                  (unaudited)
 
                                           Three months ended March 31, 2001
                                                       Pro Forma
                                        As Reported   Adjustments   Pro Forma*
 
     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
 
                                        Three months ended March 31, 2000
                                     JDS                Pro Forma
                                   Uniphase   E-TEK    Adjustments  Pro Forma*
 
     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
 
     * 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.
 
                            JDS UNIPHASE CORPORATION
                       PRO FORMA STATEMENTS OF OPERATIONS
                      (in millions, except per share data)
                                  (unaudited)
 
                                            Nine months ended March 31, 2001
                                                       Pro Forma
                                        As Reported   Adjustments   Pro Forma*
 
     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
 
                                         Nine months ended March 31, 2000
                                     JDS                Pro Forma
                                   Uniphase   E-TEK    Adjustments  Pro Forma*
 
     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 outstanding                                               837.9
     Number of weighted average
      shares and equivalents                                           912.3
 
     * 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.
 
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 SOURCE  JDS Uniphase Corp.