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corresp

March 14, 2005

Ms. Angela J. Crane

Reviewing Accountant

Division of Corporation Finance

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: JDS Uniphase Corporation

Form 10-K for the year ended June 30, 2004; Filed September 16, 2004

Form 8-K Dated January 26, 2005

File No. 000-22874

Dear Ms. Crane:

     This letter responds to your February 1, 2005 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 inquiry and the Company’s answers to the inquiry have been presented to conform to
your letter.

Form 8-K Dated January 26, 2005

Commission Inquiry 1. We note your response to prior comment 9, which addressed presenting
non-GAAP financial measures in the form of a non-GAAP condensed consolidated statement of
operations. We do not believe that the presentation of a non-GAAP statement of operations
is appropriate unless all disclosures required by Item 10(e)(1)(i) of Regulation 8-K are
included for each separate non-GAAP measure. Please delete this presentation from
all future Form 8-K’s.

As indicated in our previous comment, if you continue to present non-GAAP information, note
that Item 12 of Form 8-K, requires that disclosures

Ms. Angela J. Crane

March 14, 2005

Page Two

“furnished” to the Commission include information that complies with the disclosure
requirements of paragraph (e)(1)(i) of Item 10 of Regulation S-K. Accordingly, we would
expect to see the required reconciliation for each non-GAAP measure and a statement
disclosing the reasons why management believes the presentation of the non-GAAP
financial measure provides useful information to investors regarding your financial
condition and results of operations. Those disclosures should be specific and
substantive in nature. Please confirm that you will revise your Form 8-K’s in future
periods to provide all disclosures required by Item 10(e)(1)(i) for each non-GAAP measure
presented, and provide us with a sample of your proposed disclosure.

     The Company confirms that it will revise its Form 8-K in future periods to provide all
disclosures required by paragraph (e)(1)(i) of Item 10 of regulation S-K for each non-GAAP measure
presented.

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

The Company provides non-GAAP gross margin, non-GAAP operating expense, non-GAAP net
loss, non-GAAP net loss per share and non-GAAP EBITDA financial measures as supplemental
information regarding the Company’s operational performance. Management evaluates
Company-wide segment performance using, among other things, the measures disclosed in this
release for the purposes of evaluating the Company’s historical and prospective financial
performance, as well as its performance relative to its competitors. Specifically,
management uses these items to further its own understanding of the Company’s core
operating performance. The Company’s “core operating performance” represents management’s
beliefs as to the Company’s performance in the ordinary, ongoing and customary course of
its operations. Accordingly, management excludes from “core operating performance” those
items, such as those relating to restructuring, investing and non-cash activities, that
management does not believe are reflective of such ordinary, ongoing and customary course
activities.

The Company believes that providing this information to its investors, in addition to
the GAAP presentation, allows investors to see Company results “through the eyes” of
management. The Company further believes that providing this information allows Company
investors to both better understand the Company’s financial performance and, importantly,
to evaluate the efficacy of the methodology and information used by management to evaluate
and measure such performance.

Ms. Angela J. Crane

March 14, 2005

Page Three

The non-GAAP adjustments described in this release have historically been excluded by
the Company from its non-GAAP measures. The non-GAAP adjustments, and the basis for
excluding them, are outlined below:

       RESTRUCTURING ACTIVITIES:

Cost of goods sold, costs of research and development and costs of selling, general and
administrative related to restructuring events: The Company has incurred periodic expenses,
included in its GAAP presentation of gross margin and operating expenses primarily due to
additional depreciation from changes in estimated useful life and the write-down of certain
property and equipment that has been identified for disposal but remained in use until the
date of disposal, workforce related charges such as retention bonuses and employee
relocation costs related to a formal restructuring plan, building costs for facilities not
required for ongoing operations, and costs related to the relocation of certain facilities
and equipment from buildings which the Company has disposed of or plans to dispose.
Management excludes these items, for the purposes of calculating non-GAAP gross margin,
non-GAAP operating expenses, non-GAAP net loss, non-GAAP net loss per share and non-GAAP
EBITDA, when it evaluates the continuing operational performance of the Company. The
Company believes that these items do not reflect expected future gross profits or operating
expenses nor does the Company believe that they provide a meaningful evaluation of current
versus past core operational performance.

Restructuring expense primarily due to severance and lease costs: The Company has incurred
restructuring expenses, included in its GAAP presentation of operating expense, primarily
due to workforce related charges such as payments for severance and benefits and estimated
costs of exiting and terminating facility lease commitments related to a formal
restructuring plan. Management excludes these items, for the purposes of calculating
non-GAAP operating expense, non-GAAP net loss, non-GAAP net loss per share and non-GAAP
EBITDA, when it evaluates the continuing operational performance of the Company. The
Company believes that these items do not reflect expected future operating expenses nor
does the Company believe that they provide a meaningful evaluation of current versus past
core operational performance.

       INVESTMENT ACTIVITIES:

Gain or loss on sale of available for-sale investments and reduction in the fair value of
investments: The Company has sold investments or adjusted the value

Ms. Angela J. Crane

March 14, 2005

Page Four

of investments from time to time based on market conditions. The Company’s activities in
this respect are included in the Company’s GAAP presentation of net income (loss) and net
income (loss) per share. The Company’s core business is not making financial investments
in third parties, and such investments do not constitute a material portion of the
Company’s assets. Moreover, the amount and timing of gains and losses and adjustments to
the value of investments are unpredictable. Consequently, the Company believes that gains
or losses on these sales and adjustments to the value of investments are not related to the
ongoing core business and operating performance of the Company. Management excludes these
items, for the purposes of calculating non-GAAP net loss, non-GAAP net loss per share and
non-GAAP EBITDA, when it evaluates the continuing operational performance of the Company.
Management believes the GAAP measure is not indicative of the Company’s core operating
performance.

Gain or loss on equity method investments: The Company records gains or losses on its
equity investments based on our pro-rata share of gains or the net losses of the
investment. The Company’s activities in this respect are included in the Company’s GAAP
presentation of net income (loss) and net income (loss) per share. The Company’s core
business is not making financial investments in third parties, and such investments do not
constitute a material portion of the Company’s assets. Moreover, the timing and magnitude
of gains or losses are unpredictable, as they are inherently based on the performance of
the third party subject of a particular investment. Gains and losses in equity investments
are unpredictable, and are primarily dependent on the financial performance of the company
in which we have our investment. Management excludes these items, for the purposes of
calculating non-GAAP net loss, non-GAAP net loss per share and non-GAAP EBITDA, when it
evaluates the continuing operational performance of the Company. Management believes the
GAAP measure is not indicative of the Company’s core operating performance.

       NON-CASH ACTIVITES:

Amortization of intangibles from acquisitions: The Company incurs amortization of
intangibles, included in its GAAP presentation of operating expense, related to the various
acquisitions it has made. Management excludes these items, for the purposes of calculating
non-GAAP operating expense, non-GAAP net loss, non-GAAP net loss per share and non-GAAP
EBITDA, when it evaluates the continuing operational performance of the Company. The
Company believes that eliminating this expense from operating income is useful to investors

Ms. Angela J. Crane

March 14, 2005

Page Five

because management believes the GAAP measure, alone, is not indicative of the Company’s
core operating expenses and performance.

Reduction of other long-lived assets: The Company incurs costs, included in its GAAP
presentation of operating expense, related to the reduction of the carrying value of
long-lived assets primarily related to SFAS 144 adjustments. SFAS 144 adjustments
typically occur when the financial performance of the business utilizing the affected
assets falls below certain thresholds or certain assets are designated as held for sale.
Accordingly, SFAS 144 related asset value reductions are non-recurring and generally
unpredictable. The Company believes that eliminating this item, for the purposes of
calculating non-GAAP operating expense, non-GAAP net loss, non-GAAP net loss per share and
non-GAAP EBITDA, is useful to investors. We believe this non-GAAP adjustment will assist
investors to compare current versus past performance. The Company’s historical adjustments
to the carrying value of certain of its assets under SFAS 144, as well as the methodology
used by the Company in assessing the same, are more particularly described in the Company’s
quarterly reports on form 10-Q and annual reports on Form 10-K.

Cumulative effect of an accounting change: The Company incurred an expense in the first
quarter of fiscal 2004 related to an accounting change. This expense is non recurring and
not indicative of the Company’s ongoing core operating performance. Management excludes
these items in the period for the six months ended December 31, 2003, for the purposes of
calculating non-GAAP net loss, non-GAAP net loss per share and non-GAAP EBITDA, when it
evaluates the continuing operational performance of the Company. Management believes the
comparable GAAP measures are not indicative of the Company’s core operating performance.

Depreciation expense: The Company incurs depreciation expense in its operating results. The
Company’s calculation of non-GAAP EBITDA excludes items as a result of interest, taxes,
depreciation and amortization. Management believes non-GAAP EBITDA is indicative of the
Company’s core operational cash flow.

     Non-GAAP financial measures are not in accordance with, or an alternative for, generally
accepted accounting principles in the United States. The GAAP measure most directly comparable to
non-GAAP gross margin is gross margin. The GAAP measure most directly comparable to non-GAAP
operating expense is operating expense. The GAAP measure most directly comparable to non-GAAP net
loss is net loss. The GAAP

Ms. Angela J. Crane

March 14, 2005

Page Six

measure most directly comparable to non-GAAP net loss per share is net loss per share. The GAAP
measure most directly comparable to non-GAAP EBITDA is loss from
operations. The Company believes that these GAAP measures alone are
not indicative of the Company’s core operating expenses and
performance. A reconciliation of
each of these non-GAAP financial measures to GAAP information is set forth below.

The following table reconciles the non-GAAP Gross margin, Operating expense, Net loss, Net loss
per share, and EBITDA financial measures to GAAP (in millions, except per share amounts):

    Three Months Ended December 31, 2004

    Three Months Ended December 31, 2003

    Gross

    Operating

    Net Loss

    EBITDA *

    Gross

    Operating

    Net Loss

    EBITDA *

    Margin

    Expense

    Margin

    Expense

    Non-GAAP

    $
    30.3

    $
    66.1

    $
    (28.6
    )

    $
    (25.7
    )

    $
    33.4

    $
    58.7

    $
    (19.3
    )

    $
    (14.7
    )

    Cost of goods sold related to restructuring events

    (0.5
    )

    (0.5
    )

    (0.5
    )

    (1.3
    )

    (1.3
    )

    (1.3
    )

    Costs of research and development related to restructuring events

    0.4

    (0.4
    )

    (0.4
    )

    0.3

    (0.3
    )

    (0.3
    )

    Costs of selling, general and administrative related to restructuring events

    1.4

    (1.4
    )

    (1.4
    )

    (0.3
    )

    0.3

    0.3

    Amortization of intangibles from acquisitions

    4.8

    (4.8
    )

    (4.8
    )

    3.9

    (3.9
    )

    (3.9
    )

    Reduction of other long-lived assets

    —

    —

    —

    38.4

    (38.4
    )

    (38.4
    )

    Restructuring expense primarily due to severance and lease costs

    3.8

    (3.8
    )

    (3.8
    )

    9.4

    (9.4
    )

    (9.4
    )

    Gain or loss on sale of available for sale investments

    2.0

    19.6

    Reduction in the fair value of investments

    (2.7
    )

    (1.1
    )

    Gain or loss on equity method investments

    (0.8
    )

    (4.7
    )

    Depreciation expense

    (10.1
    )

    (10.6
    )

    GAAP

    $
    29.8

    $
    76.5

    $
    (41.0
    )

    $
    (46.7
    )

    $
    32.1

    $
    110.4

    $
    (58.5
    )

    $
    (78.3
    )

    Non-GAAP Loss per share

    $
    (0.02
    )

    $
    (0.01
    )

    GAAP Loss per share

    $
    (0.03
    )

    $
    (0.04
    )

    Shares used in per-share calculation — basic and diluted

    1444.1

    1435.0

    Six Months Ended December 31, 2004

    Six Months Ended December 31, 2003

    Gross

    Operating

    Net Loss

    EBITDA *

    Gross

    Operating

    Net Loss

    EBITDA *

    Margin

    Expense

    Margin

    Expense

    Non-GAAP

    $
    74.5

    $
    126.6

    $
    (42.7
    )

    $
    (31.6
    )

    $
    66.4

    $
    121.0

    $
    (32.8
    )

    $
    (33.4
    )

    Cost of goods sold related to restructuring events

    $
    (1.8
    )

    $
    (1.8
    )

    $
    (1.8
    )

    $
    (2.5
    )

    $
    (2.5
    )

    $
    (2.5
    )

    Costs of research and development related to restructuring events

    $
    0.4

    $
    (0.4
    )

    $
    (0.4
    )

    $
    0.9

    $
    (0.9
    )

    $
    (0.9
    )

    Costs of selling, general and administrative related to restructuring events

    $
    2.6

    $
    (2.6
    )

    $
    (2.6
    )

    $
    2.5

    $
    (2.5
    )

    $
    (2.5
    )

    Amortization of intangibles from acquisitions

    $
    9.5

    $
    (9.5
    )

    $
    (9.5
    )

    $
    7.8

    $
    (7.8
    )

    $
    (7.8
    )

    Reduction of goodwill

    $
    —

    $
    —

    $
    —

    $
    —

    $
    —

    Reduction of other long-lived assets

    $
    4.5

    $
    (4.5
    )

    $
    (4.5
    )

    $
    43.3