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corresp

December 30, 2004

Ms. Lynn A. Dicker

Staff Accountant

Division of Corporation Finance

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    JDS Uniphase Corporation

    Annual Report on Form 10-K for the year ended June 30, 2004

Filed September 16, 2004

    Quarterly Report on Form 10-Q for the quarter ended September 30, 2004

    Form 8-K Dated October 27, 2004

    File No. 000-22874

Dear Ms. Dicker:

     This letter responds to your December 16, 2004 letter to Mr. Ronald C. Foster, Executive Vice
President and Chief Financial Officer of JDS Uniphase Corporation (the “Company”), regarding the
documents referenced above filed with the Securities and Exchange Commission (the “Commission”).
The Commission’s inquiries and the Company’s answers to each inquiry have been presented in
numbered paragraphs to conform to the numbered paragraphs in your letter.

Form 10-K for the Fiscal Year Ended June 30, 2004

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations

Results of Operations Page 39

Commission Inquiry 1. Please provide, in future filings, more detailed discussion of the effects of
price and product mix changes as required by Regulation S-K Item 303 (a)(3)(iii). In general, your
discussion should separately quantify the effects of changes in rate and volume on reported
revenue.

     The Company acknowledges the Commission’s comment and will include in future filings a more
detailed discussion and appropriate quantification of the effects of price and product mix
changes on reported revenue as required by Regulation S-K Item 303(a) (3)(iii).

Commission Inquiry 2. Please supplementally tell us the nature of the inventory written-down or
off. How were the write-downs distributed between raw materials, work-in-process and finished
goods? What were the material components of each write-

Ms. Lynn A Dicker

December 30, 2004

Page 2

down? How did you determine the amounts and timing of these write-downs? Are all items completely
written off? If so, when were they discarded or when and how will they be disposed of? For any
items retained, what consideration have you given to the fact that subsequent sales of these items
could materially impact future gross profit margins? Please revise future filings as necessary.

     The Company supplementally informs the Commission that the nature of the inventory
write-downs during the year were predominantly the result of changes in forecasted customer
demand and technological changes in our products. The majority of the inventory written down
consisted of raw material, and to a lesser extent finished goods. The major elements of the
written down raw material consists of raw components and items that had not gone into
production. The major elements of finished goods inventory consists of raw material, labor and
overhead. The Company operates in markets, with relatively few
customers which has historically resulted in variability in customer
demand and material inventory write downs. Due to dramatic and
precipitous changes in customer demand in the last several years, the Company has recorded
inventory write downs during fiscal 2004, 2003, 2002 and 2001 of
$29.8 million, $60.1 million,
$203.9 million and $510.6 million, respectively. As discussed in our Critical Accounting
Policies, the Company regularly assesses the valuation of our inventory and writes down those
inventories which are obsolete or in excess of its forecasted 12 month usage. The Company
routinely reviews inventory for usage potential, including fulfillment of customer warranty
obligations and spare part requirements. The Company writes down to zero the value of excess
and obsolete inventory that is not expected to be consumed through operations within 12 months.
Additionally, and to a lesser extent, inventory that is expected to sell within 12 months at
below current carrying value is written down to net realizable value. The Company generally
identifies written down inventory by excess and obsolete designations. Obsolete is defined as
on-hand inventory that is no longer on an active bill of material and has not had usage in the
last two years. Excess is defined as on-hand inventory that exceeds 12 months forecasted
usage. Excess is written down to zero value in large part due to our history of dramatic
changes in customer demand and inherent product obsolescence concerns. The Company has an
active scrap program and typically disposes of obsolete inventory that has been written down
through the use of scrap dealers or physical disposal/destruction. During fiscal 2004, the
Company scrapped $50.3 million of fully reserved inventory. For any written down inventory
items retained, the Company evaluates the future realizable value of inventories and impact on
gross margins, taking into consideration product life cycles, technological and product
changes, demand visibility and other market conditions. The Company believes its current
process for establishing inventory reserves appropriately balances the risk in the market place
with a fair representation of the realizable value of the Company’s inventory. The Company
currently discloses in its MD&A significant changes in gross profit margins related to both
write downs of excess and obsolete inventories and recoveries of previously reserved excess and
obsolete inventory. The Company acknowledges the Commission’s
comment and in future filings will quantify and discuss any
substantial items and the actual impact of each of these items
for all periods presented

Ms. Lynn A Dicker

December 30, 2004

Page 3

Restructuring and Other Related Charges – Page 48

Commission Inquiry 3. Please expand future MD&A to make quantified disclosure about anticipated and
actual cost savings derived from your restructuring efforts during the periods presented. Your
disclosures should fully conform to the guidance set forth in the Question under “Disclosures” to
SAB Topic 5-P. Refer to the next to last paragraph to the referenced question.

     The Company acknowledges the Commission’s comment and will disclose in future filings
actual cost savings for all periods presented and anticipated savings associated with any
substantial future restructuring events. Actual cost savings related to prior restructuring events
will not be changed as such restructuring events are effectively complete.

Income Tax Expense (Benefit) – Page 51

Commission Inquiry 4. In future filings please quantify the changes in your tax valuation allowance
for deferred tax assets in accordance with SFAS 109: Accounting for Income Taxes (SFAS 109).

     The Company acknowledges the Commission’s comment and will conform its MD&A discussion
with related tax disclosures in the footnotes to the financial statements.

Financial Statements

Note 13. Reduction in Other Long-Lived Assets – Page 86

Commission Inquiry 5. In future filings please disclose in the notes and in MD&A the factors
leading you to conclude that the assets were impaired. For example, revise future filings to
discuss the impairment indicators you reviewed and the assumptions you relied upon in your
analysis. Also, disclose the segment in which the impaired assets are recorded. Refer to paragraph
26 of SFAS 144: Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144).

     The Company acknowledges the Commission’s comment and will include in future filings a
discussion in the footnotes to the financial statements of the factors that the Company
considers when reviewing assets for impairment in accordance with SFAS 144, including the
indicators reviewed and assumptions relied upon in such analysis. We would like to bring to the
Commission’s attention that information regarding these factors is also included in our MD&A
under the heading “Critical Accounting Policies — Long-Lived Asset Valuation (Property, plant
and

Ms. Lynn A Dicker

December 30, 2004

Page 4

equipment and intangible assets)”. The Company will also disclose in future filings the
segment or segments in which any impaired assets are recorded.

Note 18. Operating Segments and Geographic Information – Page 104

Commission Inquiry 6. We note that the geographic information has been separated into three
components, North America, Europe, Asia and other. Please confirm supplementally that no revenues
or assets attributed to any individual foreign country are material. If material, please disclose
separately in future filings. Refer to SFAS 131: Disclosures about Segments of an Enterprise and
Related Information (SFAS 131), paragraph 38.

     The Company supplementally advises the Commission that there are no individual foreign
countries with material revenue. The Company has determined that one foreign country, China,
does have long-lived assets in excess of 10% of total long-lived assets. As requested by the
Commission, this information will be disclosed separately in future filings.

Commission Inquiry 7. SFAS 131 requires disclosure of long-lived assets by geographic area. This
disclosure should present tangible assets only and should not include intangibles or investments.
See question 22 in the FASB Staff Implementation Guide to Statement 131. Revise future filings as
necessary.

     The Company acknowledges the Commission’s comment and will disclose in future filings
long-lived assets by geographic area as required by SFAS 131.

Note 20. Guarantees Page 107

Commission Inquiry 8. We note that you enter into certain contracts that contingently require the
Company to indemnify parties against third-party claims. It appears that your indemnification
agreements should be disclosed pursuant to FIN 45: Guarantor’s Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45).
Please revise future filings to provide the disclosures required by paragraph 13 of FIN 45 or
explain why you do not consider additional disclosures to be necessary. If you believe that the
amounts are not material, provide supplemental support for your conclusion.

     The Company respectfully advises the Commission that it believes it has presented the
information regarding our indemnification agreements in accordance with the requirements of
paragraph 13 of FIN 45, including the requirement to disclose information about each
guarantee, or each group of similar guarantees. The Company believes that the disclosures do
address the nature of each guarantee or group of guarantees as specified in FIN 45 and the
circumstances under which the Company enters into the related guarantee. As has been disclosed
in the filing, the maximum potential liability is not stated or estimable and as such, no
liability has been accrued. The Company has no recourse to third parties in such contracts and
so

Ms. Lynn A Dicker

December 30, 2004

Page 5

has not discussed such possibilities in the disclosure. In light of the information
presented, the Company believes it has appropriately addressed the requirements of FIN 45.

Form 8-K Dated October 27, 2004

Commission Inquiry 9. We note that you present your non-GAAP measures in the form of a Non-GAAP
Condensed Consolidated Statement of Operations. That format may be confusing to investors as it
also reflects several non-GAAP measures, including non-GAAP cost of sales, non-GAAP gross profit,
non-GAAP loss from operations, etc., which have not been described to investors. In fact, it
appears that management does not use these non-GAAP numbers but they are shown here as a result of
the presentation format. Please note that Instruction 2 to Item 2.02 of Form 8-K requires that when
furnishing information under this item you must provide all the disclosures required by paragraph
(e)(1)(i) of Item 10 for each non-GAAP measure presented and explain why you believe the measures
provide useful information to investors. These disclosures must be included in the Form 8-K itself.

     • In future filings, to eliminate investor confusion please remove the Non-GAAP
Condensed Consolidated Statement of Operations and disclose only those Non-GAAP measures
used by management with appropriate reconciliations.

     • Otherwise, confirm that you will revise your Forms 8-K in future periods to provide
all the disclosures required by Item 10 (e)(1)(i) of Regulation S-K for each non-GAAP
measure presented in the statement, and provide us with a sample of your proposed
disclosure. We may have further comment.

     The Company acknowledges that Instruction 2 to Item 2.02 of Form 8-K requires disclosures
covered by paragraph (e)(1)(i) of Item 10 of regulation S-K. The Company respectfully advises
the Commission that the management of the Company does use the non-GAAP measures presented,
including non-GAAP cost of sales, non-GAAP gross profit, non-GAAP income or loss from
operations, and non-GAAP EBITDA in its financial and operational decision making. As an
example, the Company has established certain incentive compensation programs utilizing non-GAAP
EBITDA performance targets. As the Company believes that such measures are useful to investors
for their overall understanding of the Company’s current financial performance and prospects
for the future, a description of the measures and an explanation of managements’ usage will be
provided in future filings for each non-GAAP measure presented in the Non-GAAP Condensed
Consolidated Statements of Operations as part of the Company’s Form 8-K.

     The Company proposes to include for future periods the following disclosure in its Form
8-K:

     “The Company provides non-GAAP financial information in order to provide meaningful
supplemental information regarding its operational

Ms. Lynn A Dicker

December 30, 2004

Page 6

performance and to enhance its investors’ overall understanding of its core current
financial performance and its prospects for the future. The Company believes that its
investors benefit from seeing its results “through the eyes” of management in addition to
the GAAP presentation. Management measures segment and enterprise performance using
measures such as are disclosed in this release. This information facilitates management’s
internal comparisons to the Company’s historical operating results and comparisons to
competitors’ operating results.

     Non-GAAP information allows for greater transparency to supplemental information used
by management in its financial and operational decision-making. Historically, the Company
has reported similar non-GAAP information to its investors and believes that the inclusion
of comparative numbers provides consistency in its financial reporting.

     This information is not in accordance with, or an alternative for, generally accepted
accounting principles in the United States. It excludes items, such as restructuring and
realignment charges, reductions in long-lived assets, reductions in the fair value of
investments, gains on sales of investments, losses on equity method investments and
amortization, that may have a material effect on the Company’s earnings and earnings per
share calculated in accordance with GAAP. Management monitors these excluded items to
ensure that expenses are in line with management’s expectations and that the Company’s GAAP
results are correctly stated, but does not use them to measure the ongoing operating
performance of the Company.”

Ms. Lynn A Dicker

December 30, 2004

Page 7

JDS UNIPHASE CORPORATION

NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions except per-share data)

(unaudited)

    Three Months Ended September 30, 2004

    Reconciling

    As Reported

    Items

    Non-GAAP*

    Net revenue

    $
    194.5

    $
    —

    $
    194.5

    Cost of sales

    151.6

    (1.3)
    (a)

    150.3

    Gross profit

    42.9

    1.3

    44.2

    Operating expenses:

    Research and development