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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, 2000

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___________ TO _____________

Commission file number 0-22874

JDS Uniphase Corporation
(Exact name of Registrant as Specified in its Charter)

 

Delaware	94-2579683
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

210 Baypointe Parkway
San Jose, California 95134
(Address of Principal Executive Offices including Zip Code)

(408) 434-1800
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

 

TITLE OF EACH CLASS	NAME OF EACH EXCHANGE ON WHICH REGISTERED
None	None

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS)

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [X] No [  ]

      As of September 20, 2000, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $85,967,426,046 based upon the average of the high and low prices of the Common Stock as reported on The Nasdaq National Market and The Toronto Stock Exchange, respectively, on such date. Shares of Common Stock held by officers, directors and holders of more than 5% of the outstanding Common Stock have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

      As of September 20, 2000, the Registrant had 957,820,638 shares of Common Stock, including 173,904,237 Exchangeable Shares.

DOCUMENTS INCORPORATED BY REFERENCE (To the Extent Indicated Herein)

Certain information required in Part II hereto is incorporated by reference to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2000 and in Part III hereto is incorporated by reference to the Proxy Statement for the Registrant's 2000 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K.

JDS Uniphase Corporation
FOR THE FISCAL YEAR ENDED JUNE 30, 2000

TABLE OF CONTENTS

PART I

Item 1. Business

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Submission of Matters to a Vote of Security Holders

PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters

Item 6. Selected Financial Data

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

Item 7A. Quantitative and Qualitative Disclosure About Market Risks

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

PART III

Item 10. Directors and Executive Officers of the Registrant

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management

Item 13. Certain Relationships and Related Transactions

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

Signatures

PART I

Item 1. Business

General

JDS Uniphase Corporation is the result of a merger between Uniphase Corporation ("Uniphase") and JDS FITEL Inc. ("JDS FITEL"), pursuant to which they combined their operations on June 30, 1999. Historic information included or incorporated by reference in this Annual Report on Form 10-K that is specific to Uniphase Corporation or JDS FITEL Inc. is specifically described as "Uniphase" or "JDS FITEL" information, respectively. References to "we," "us", "our" , the "Company" and "JDS Uniphase" refer to the combined entity resulting from the merger.

We are a leading provider of advanced fiber optic components and modules. These products are sold to the world's leading telecommunications and cable television system and subsystem providers, which are commonly referred to as OEMs and include established system providers, such as Alcatel, Ciena, Cisco, Corning, Lucent, Marconi, Motorola, Nortel, Scientific Atlanta, Siemens and Tyco, along with emerging system providers, such as Corvis, ONI Systems, Juniper Networks and Sycamore. These telecommunication system and subsystem providers use these components and modules as the building blocks for the systems that they ultimately supply to telecommunications carriers such as AT&T, WorldCom, Qwest and Sprint.

Our products are basic building blocks for fiber optic networks and perform both optical-only, commonly referred to as "passive" functions, and optoelectronic, commonly referred to as "active" functions, within fiberoptic networks. Our products include semiconductor lasers, high-speed external modulators, transmitters, amplifiers, couplers, multiplexers, circulators, tunable filters, optical switches and isolators for fiberoptic applications. We also supply our OEM customers with test instruments for both system production applications and network installation. In addition, we design, manufacture and market laser subsystems for a broad range of OEM applications, optical display and projection products used in computer displays and other similar applications and light interference pigments used in security products and decorative surface treatments.

The Company was incorporated in Delaware in October 1993. We are the product of several strategic mergers and acquisitions, including the June 30, 1999 combination of Uniphase and JDS FITEL. During 2000 alone we acquired the following companies and businesses, in chronological order: AFC Technologies ("AFC"), Ramar Corporation ("Ramar"), EPITAXX, Inc. ("EPITAXX"), SIFAM Limited ("SIFAM"), Oprel Technologies Inc. ("Oprel"), IOT Limited ("IOT"), Optical Coating Laboratory, Inc. ("OCLI"), Cronos Integrated Microsystems, Inc. ("Cronos"), Fujian Casix Lasers Inc. ("Casix") and E-TEK Dynamics, Inc. ("E-TEK").

Industry Background

Businesses and consumers are increasingly accessing public telecommunications networks to communicate, collect and distribute information. The explosive growth of the Internet, coupled with the increasing volume of data and video traffic across corporate and public internets and intranets has fueled the continuing and rapidly growing demand for more network capacity in both telecommunications and cable television networks. In response to this growing demand, telecommunications service providers have been deploying new fiberoptic systems or upgrading existing fiberoptic systems in order to significantly increase the capacity of their networks. Given the inherently faster speed of light signals in fiberoptic networks and their immunity from electromagnetic interference, fiberoptic systems have become the preferred solution for increasing network capacity. Today, fiberoptic cable is the primary medium for long-haul telecommunications and cable television networks and is making inroads to replace copper in the shorter distance metropolitan, or metro markets that serve larger metropolitan and other public networks with transmission distances of less than 100 kilometers.

Demands for increased capacity in fiberoptic networks have led, in recent years, to a proliferation of an advanced method of transmitting multiple signals at slightly different wavelengths through a single fiber to achieve efficient use of fiber capacity. This technique, which is referred to as wavelength division multiplexing, or WDM, requires separate source lasers emitting slightly different wavelengths for each signal or "channel''. Each signal or "channel" carries a separate voice or data transmission. Once the signal is generated, more complex modulators and optical amplifiers control and amplify the signal in the network to ensure that the voice or data transmission signal reaches its destination quickly and reliably. WDM systems, which were originally designed for eight separate wavelengths or channels in 1996, are currently being developed to carry over 160 separate channels. This increasingly complex design for WDM systems has contributed to the need for telecommunications system suppliers to rely on third party, merchant suppliers, to provide higher performance components and, ultimately, integrated combinations of components, or "modules".

A typical WDM system consists of a large number of interdependent active optoelectronic and passive optical components. An active component is a device that has both optical and electronic properties while a passive component only performs its functions in the optical domain. Generally, active components generate, encode, amplify or detect optical signals, while passive components are used to mix, filter, adjust and stabilize the optical signals in advanced fiberoptic networks. Both active and passive components are needed to achieve a system's specifications for speed, performance and reliability. To minimize the number of components, and thereby reduce costs and improve system reliability, telecommunications equipment manufacturers are increasingly requiring the integration of multiple components into single, integrated modules, which combine a number of components into a single functional unit within the network architecture. For example, a module such as an Erbium Doped Fiber Amplifier (EDFA) is comprised of multiple passive and active components. According to Ryan Hankin Kent, Inc. or "RHK" (a market research company specializing in telecommunications), the market for EDFAs alone is expected to grow from $790 million in 1999 to $3.9 billion in 2003.

The current demand for increased capacity in fiberoptic telecommunications and cable television networks has caused the complexity and performance requirements of newly deployed fiberoptic networks to substantially increase while product life cycles for these network systems decrease. OEM system suppliers are under pressure from their customers to provide higher capacity and more complex, and at the same time more flexible, systems in shorter time periods and at reduced costs. These same pressures apply at all levels of their system products, including components and modules. These increasing performance requirements and associated development costs are making it more difficult for many OEM suppliers to compete effectively by vertically integrating their own components and modules. The growing complexity of these network systems also results in a substantial increase in the number of components that the OEM supplier must utilize to achieve desired system level performance. For example, next-generation systems are expected to reach transmission speeds of 40 Gbp/s with channel counts surpassing 160. There will need to be source lasers, modulators, and receivers for every channel, as well as more powerful amplifiers and additional components to combat spectral issues that develop in the signal at 40 Gbp/s. At the same time, the need for increased flexibility within a fiberoptic network, combined with cost reduction pressures, is driving demand for systems that reduce, and ultimately, eliminate altogether, the need for electronic switching and regeneration of optical signals. The goal of these so called "all optical" networks is to keep a signal entirely in the optical domain from beginning to end of the network. To accomplish this, optical components will need to perform every function in the network, many of which are currently accomplished by electronics.

All of these factors, the increasing system performance requirements, the need for more components and modules to provide the higher channel counts and higher transmission speeds demanded by the market, the increasing complexity of these components and modules, along with the need to reduce costs and shorten time to market, are making it more difficult for the established telecommunications system providers to design, develop and manufacture these components and modules, while at the same time providing the network backbone to meet the market demand. Moreover, emerging system providers, which typically have little or no internal component manufacturing capability, must rely exclusively on a robust supply chain from merchant component and module suppliers to meet their needs.

In lieu of qualifying a different vendor for each of these components, OEM system suppliers are seeking fewer vendors for a greater variety of components and integrated modules. A single vendor of multiple components or modules has the ability to design these products to interact more effectively within a network infrastructure and to optimize performance between them when installed in a single network system. Given these factors, there is an increasing trend by established OEMs to reduce the level of their vertical integration at the component and module level and to focus on the overall system design and architecture of their products, which has historically been the primary means by which those OEM system suppliers have differentiated themselves from their competitors. Coupled with the developing demand from emerging system suppliers, the merchant component manufacturers are facing unprecedented demand.

Our Technology and Products

Our product offering consists of a broad range of components and modules enabling our customers to satisfy all of their requirements through "one- stop" shopping at a single supplier. We have two principal operating segments: Components and Modules. Financial information about our segments and geographical regions are included in Note 10 to our consolidated financial statements included in our Current Report on Form 8-K filed with the SEC on September 1, 2000 and is herein incorporated by reference.

Our component products include both active and passive products. Active products include source lasers for cable television and telecommunications, pump lasers, external modulators, photodetectors, receivers, and integrated laser modulator assemblies. Passive components include isolators, WDM couplers, monitor tap couplers, gratings, circulators, optical switches, tunable filters, micro-electro-mechanical-systems, wavelength lockers and switches.

Source Lasers. At the beginning of the network, a source laser powers the initial signal that will be transmitted over the network. These source lasers are characterized by their wavelength and power levels and operate most efficiently at the 1550-nanometer wavelength range for general telecommunications networks and 1310-nanometer or 1550-nanometer for cable television telecommunications networks. Power, which is measured in milliwatts, generally determines the ability of the source laser to transmit over longer distances, with higher power source lasers enabling greater initial transmission distances. A single source laser is required for each channel in a WDM system.

We supply both 1550-nanometer and 1310-nanometer diode lasers as sources for telecommunications and cable television transmitters. These lasers are either continuous wave for use with external modulators or directly modulated. For long-haul WDM systems, lasers at up to 20 milliwatts of power are produced to operate at the many desired optical wavelengths and used in conjunction with current 2.5 and 10 gigabit per second external lithium niobate modulators, and 40 gigabit per second lithium niobate modulators in development. Directly modulated 2.5 gigabit per second lasers are used for short-reach fiberoptic systems. For cable television, higher power (60 milliwatts) 1550-nanometer continuous wave lasers are used for externally modulated trunk transmitters and directly modulated 1310-nanometer analog lasers are used for distribution transmitters.

Modulators. Modulators turn the source light on and off to encode and send the information throughout the network. Modulation can be achieved either by directly turning the laser light source on and off or externally by transmitting or alternating a continuous source laser signal to achieve the same on and off effect. Lower performance, shorter distance network systems are better suited for direct modulation, while other systems are designed to utilize external modulators to encode the information signal. We produce both direct and external modulators used in fiberoptic telecommunications systems.

Pump Lasers. Pump lasers are used in optical amplifiers within networks to regenerate the light signal that naturally suffers loss over distance within the network. The advent of the optical amplifier in the early 1990s has permitted the development of today's advanced fiberoptic networks by eliminating the need within those networks to convert attenuated optical signals back into the electrical domain to amplify these signals for continued transmission over distances now exceeding 600 kilometers. Optical amplifiers each contain from one to six pump lasers depending on amplifier performance requirements.

We supply 980-nanometer pump lasers that are used in optical amplifiers. These pumps are used to energize the erbium-doped fiber that comprises the amplifier. Output power from the pump modules is in the range of 70 to 200 milliwatts. Optical amplifiers are commonly used in 1550-nanometer fiber systems that exceed 60 kilometers in length.

Optical Photodetectors and Receivers. Receivers and photodetectors detect the optical signals and convert them back into an electronic signals. We supply optical photodetectors and receivers for fiberoptic telecommunications and cable television networks. Receivers are used in WDM products for each channel at both sides of the fiberoptic link as wavelength translation is required. Photodetectors are used throughout a network to monitor a variety of statistics including power levels and channel count.

Couplers, Filters, Isolators and Circulators. WDM couplers are used to split and combine signals in an optical network. We supply WDM demultiplexers and access/bi-directional couplers. Many of these products are based on thin- film filters, microlenses and/or special optical materials. The WDM products are generally used at the receiver and have one output port for each system wavelength.

Isolator products are used to cause light signals in a network to propagate in one direction within a network, but prevent that signal from returning in the opposite direction. Circulators are similar to isolators in causing light in a system to flow in only one direction, but are different in that circulators incorporate multiple ports and use these multiple ports to perform a routing function within the network. We supply various types of isolators, circulators and we also produce tunable narrow-bandpass filters that are wavelength-tunable by voltage control.

Switches and Attenuators. Optical switches are used to route and switch signals to different destinations within networks. Attenuators are used to adjust the power of the optical signal to be compatible with the optical receivers within a network system.

We supply fixed and variable attenuators and switches. The attenuators are used in multiple locations in a network, including at the receiver for performance optimization. Switches are being widely used for path protection, shared signal monitoring and bandwidth provisioning. Switches will also be key in future networks for other reconfigurability and cross-connect applications. We also supply custom design switching modules of sub-assemblies primarily for optical-path protection. The complexity of these switches varies and is determined in large part by the number of fiber paths that come in and out of the switch, and we offer switches with as many as 32 inbound and 32 outbound light paths.

We also supply a line of switches and attenuators based on the micro-electro- mechanical-systems ("MEMS") technology which uses traditional semiconductor process techniques to produce compact, high-performance, and reliable applications at a low cost in high volume.

Fiber Bragg Gratings. We supply fiber Bragg gratings to separate and filter multiple wavelengths of light propagating in the same fiber. These gratings are generally used in signal monitoring, dispersion compensation and gain flattening applications.

Wavelength Lockers. We supply wavelength lockers that are used to stabilize the wavelength of lasers used in dense WDM transmission systems. These lockers ensure that, over the lifetime of the system, the wavelength of a source laser does not drift to interfere with an adjacent wavelength channel. The locker operates by filtering and detecting a small amount of the source-laser light and providing a stabilizing feedback signal to the laser.

Capitalizing on our broad range of active and passive components, we also develop and manufacture modules for telecommunications and cable television systems. Modules are assemblies of optical and optoelectronic components, and can be combined with a limited amount of electronics, in a single compact package. Our module products include amplifiers, add-drop multiplexers, transmitters, transceivers and test instruments for optical components. A brief description of our module products are as follows:

Amplifiers. We supply both Raman and EDFA optical amplifiers. These amplifiers are designed to boost the WDM optical signals without reconversion to electrical signal and permit an optical signal to travel a greater distance between electronic terminals and regenerators. These modules include multiple passive and active components such as couplers, isolators, pump combiners and pump lasers.

Add-Drop Multiplexers. We supply add-drop multiplexers that allow systems to add and drop optical signals without reconversion to an electrical signal. For example, a system operating from San Francisco to New York can drop one signal in Chicago and add another allowing for greater network flexibility. The modules include multiple components such as switches, fiber Bragg gratings and attenuators.

Transmitters. We manufacture transmitters that combine source lasers, modulators, wavelength lockers and electronic drivers so that the signal is created and encoded in a single package.

Transceivers. In addition to transmitters we also offer transceivers that combine transmitters with receivers so that signals can be generated and encoded or received and detected in a single package. These modules would be installed at the beginning and end of a system.

Cable Television Transmitters and Amplifiers. In cable television networks we supply externally modulated transmitters for trunk-line applications, directly modulated transmitters for the distribution portion of cable television networks, return-path lasers for interactive communications and transmitters providing both analog and digital signals to the recipient.

Telecommunications Specialty Modules and Instruments. We supply a number of specialty products for multi-gigabit fiberoptics systems. In particular, we provide some of the transmit/receive instrumentation modules used to design and test such systems. We also provide a variety of variable-bit rate receivers and OC-48 transmit/receive products that operate over extended temperature ranges.

Test Instruments. Test instruments are used for testing and measuring optical components. Many of the test instruments were originally developed for evaluating our own optical components during the design and production phases. An example of a test instrument is the series polarization meter, which performs high resolution measurement of polarization dependent loss (an important parameter for optical amplifier components used in undersea applications) in real time. This allows for dynamic fine-tuning of components during assembly. Other test instruments include return loss meters, broadband noise sources and swept wavelength test systems (certain of which allow for high speed optical spectral analysis of components such as dense WDM demultiplexers), controllable attenuators and programmable switches. Controllable attenuators include manually adjustable or programmable attenuators for laboratory and automated production testing. Network attenuators perform power management functions in WDM links. Programmable switches include matrix switches, which are used mainly in automated test stations for manufacturing or reliability testing. Switches are also key building blocks for network elements such as remote fiber testing systems and automated fiber patch panels.

In addition to our core optical components and modules business, we also manufacture and supply laser subsystems for a broad range of OEM applications, optical display and projection products used in computer displays and other similar applications and light interference pigments used in security products and decorative surface treatments.

Our principal laser subsystem products consist of air-cooled argon gas laser subsystems, which generally emit blue or green light, Helium-Neon laser subsystems, which generally emit red or green light, and solid state lasers, which generally emit infrared, blue or green light. These systems consist of a combination of a laser head containing the lasing medium, power supply, cabling and packaging, including heat dissipation elements.

Optical display and projection products control the brightness, contrast and resolution of next generation display products including computer displays, digital image projectors, flat panel displays, scanners and personal digital assistants (commonly known as PDAs).

Light interference pigments achieve unique color shifting characteristics in security products and decorative surface treatments. Security related products include bank notes, passports, credit cards, tax stamps and brand protection labels. Decorative surface treatments include automotive paint, cosmetics, electronic cases and apparel.

Our goal is to maintain and expand our position as a leading merchant supplier of advanced components and modules to the rapidly growing telecommunications and cable television networking marketplace. The key elements of our business strategy are as follows:

• Offer a Comprehensive Portfolio of Fiberoptic Components. We seek to position ourselves as a "one-stop'' source for an increasingly greater variety of components and for both the established network system providers as well as the burgeoning number of emerging system providers. As our customers continue to reduce the number of suppliers of components and modules for their systems, we strive to provide the capacity and expertise to effectively partner with our customers to provide a comprehensive solution to their component and module needs.

• Develop Modules to Improve Customer Time-to-Market. Our customers continue to seek an increase in the level of integration in the optoelectronic and optical products that they purchase from their suppliers. We believe that reductions in the number of component integration and manufacturing steps required at the customer level enable these customers to better focus their time and resources on aspects of their business that leverage their core competencies and their competitive advantages over other system providers. Through close relationships with our customers, we try to understand their needs at an early stage in their product development cycles and to design our products to meet these specific performance and time-to-market needs. We believe that our core competencies in both passive and active components will enable us to design our module-level solutions quickly and effectively.

• Increase Manufacturing Capacity. As customer demand for our products continues to grow, we are focused on significantly increasing our manufacturing capacity through a number of initiatives including facility expansion, enhanced manufacturing efficiencies, automation and outsourcing. We continue to add people, space and equipment at our facilities throughout the world while simultaneously initiating development efforts that involve both enhancement and optimization of existing manufacturing techniques and development of new, more automated manufacturing solutions. In addition, we are also looking to outsource certain steps of the manufacturing process where partners may help remove production bottlenecks and create a more cost-effective process and scalable process.

• Maintain Technology Leadership and High Product Reliability. We consider our technological and product leadership and our existing customer relationships to be critical to our continued success. We believe one of the barriers to entry in the long-haul, metro and submarine telecommunications markets is the life-test and quality control criteria established by Telcordia, one of the world's foremost commercial research and development organizations for communications applications. Our new product development often leverages our existing Telcordia test data, enabling us to use our significant library of life-test and quality control data to qualify new products more quickly than our competitors, who may have less available test data. Our research and development efforts continue to focus on the advanced technologies critical to our success in meeting our customers demands for higher channel count systems, increased power, higher speed modulation, all optical networking and module level integration.

• Partner with our Customers. We work closely with our customers from initial product design through to manufacturing and delivery. By engaging with our customers at every level, we seek to partner with them at the early stages of system development so that we can provide them with all of their component and module needs through customized design and manufacturing. Maintaining strong customer relationships is critical to our company's growth and every effort is made to ensure that our customers' needs are met.

• Seek Complementary Mergers and Acquisitions. The telecommunications industry is experiencing rapid consolidation and realignment because of globalization, deregulation and rapidly changing competitive technologies such as fiberoptics for cable television, wireless communications and the Internet. We have grown in part by acquiring or merging with telecommunications businesses and may continue to do so in the future. We frequently evaluate strategic opportunities and intend in the future to actively pursue acquisitions of additional products, technologies and businesses.

On July 10, 2000, we entered into a definitive agreement to merge with SDL, Inc., a Delaware corporation, in a transaction valued at approximately $41 billion based on July 7, 2000 closing stock prices. The merger agreement provides for the exchange of 3.8 shares of our Common Stock for each common share of SDL. Completion of the transaction is subject to customary closing conditions, including the approval of stockholders' of both companies and regulatory approvals. Following completion of the transaction, SDL will operate as our wholly-owned subsidiary. SDL, Inc. designs, manufactures and sells semiconductor lasers, laser-based systems, and fiber optic related solutions.

A complete description of the transaction and the risks and uncertainties associated therewith are set forth in our Registration Statement on Form S-4 filed with the SEC on September 7, 2000 and this summary is qualified in its entirety by such Registration Statement. Among other things, the completion of the pending merger is subject to risks and uncertainties, including, without limitation, those risks and uncertainties described under the heading "Risk Factors" in the Registration Statement.

We market our telecommunications components to OEMs through our direct sales force in North America, Asia, Europe and Australia. In addition, we sell our products through distributors and manufacturers' representatives in North America, Europe, Asia, South America, the Middle East and Australia. Selected OEM customers for telecommunications components include:

Alcatel	Juniper Networks	ONI Systems
Ciena	Lucent	Scientific Atlanta
Cisco	Marconi	Siemens
Corning	Motorola	Sycamore
Corvis	Nortel	Tyco

We market our laser subsystem products, optical display and projection products and light interference pigments through our direct sales force and worldwide network of representatives and distributors.

We believe that a high level of customer support is necessary to successfully develop and maintain long-term relationships with all our customers. With respect to our core telecommunications businesses, each relationship begins at the design-in phase and is maintained as customer needs change and evolve. We provide direct service and support to our OEM customers through our offices in North America and Europe.

During fiscal years 2000, 1999 and 1998, JDS Uniphase incurred research and development expenditures of $113.4 million, $27.0 million and $14.8 million, respectively.

We are currently developing new and enhanced telecommunications components and modules and expanding our manufacturing capability for these products. Once the design of a product is complete, our engineering efforts shift to enhance both the performance of that product and our ability to manufacture it at higher volumes and at lower cost. For the telecommunications marketplace, we continue to increase the power output of our pump lasers and the number of source lasers available for multi-channel applications and to develop several other optical switching technologies. Higher performance modulators and transmitters are under development, as are advanced multi-gigabit modulators. We continue to develop packaging technology for a number of our optoelectronic components so as to enable us to supply more integrated, packaged modules to our customer base.

The following table sets forth our main locations and the primary products manufactured at each location:

Location	Products
Canada, Nepean	Optical amplifiers, wave division multiplexers, couplers, circulators, switches, tunable filters, isolators and test instruments for telecommunications, waveguides and attenuators
Netherlands, Eindhoven	Source lasers, semiconductor optical amplifiers, pump lasers for optical amplifiers and polymer waveguide optical switches
Connecticut, Bloomfield	Modulators and wavelength lockers
Switzerland, Zurich	Pump lasers
Pennsylvania, Chalfont	Cable television transmitters and amplifiers, transceivers for telecommunications
Florida, Melbourne	Test instruments, transmitters and transceivers for telecommunications
Australia, Sydney	Fiber Bragg gratings
California, San Jose	Add-drop multiplexer modules, wave division multiplexers couplers, circulators, switches, isolators, optical amplifiers and laser subsystems
California, Santa Rosa	Thin film filters, optical display and projection products and light interference pigments
United Kingdom, Plymouth	Laser packaging for telecommunications, fused couplers
United Kingdom, Whitney	Fiber Bragg gratings for 980nm pump lasers
New Jersey, Trenton	Optical photodetectors and receivers
North Carolina, Raleigh-Durham	Micro-electro-mechanical-systems
China, Fuzhou	YVO4 and lithium niobate crystals
China, Shenzen	Isolators and wave division multiplexers
Taiwan, Taipei	Couplers and isolators

Our policy is to establish at least two sources of supply for materials whenever possible, although we do have some sole source supply arrangements. The loss or interruption of such arrangements could have an impact on our ability to deliver certain products on a timely basis.

The industries in which we sell our products are highly competitive. In all aspects of our business, we face intense competition from established competitors and the threat of future competition from new and emerging companies. Our overall competitive position depends upon a number of factors, including the price, performance and reliability of our products, the breadth of our product line, our level of customer service, the quality of our manufacturing processes, the compatibility of our products with existing telecommunications and cable television network architectures and our ability to participate in the growth of emerging technologies.

In the telecommunications markets, we face competition from companies that have substantially greater financial, engineering, research, development, manufacturing, marketing, service and support resources, greater name recognition than us and long-standing customer relationships. These competitors include, without limitation, Alcatel, Agilent, Avanex, Chorum, Coherent, Corning, Fujitsu, Furukawa, Harmonic, Lightpath Technologies, Lucent, Motorola, New Focus, Nortel, Pirelli, SDL, Sumitomo Cement Opto Electronics Group and Tyco.

Intellectual property rights that apply to our various products include patents, trade secrets and trademarks. Because of the rapidly changing technology and a broad distribution of patents in the optoelectronics industry, our intention is not to rely primarily on intellectual property rights to protect or establish our market position. We do not intend to broadly license our intellectual property rights unless we can obtain adequate consideration or enter into acceptable patent cross-license agreements. We hold approximately 375 U.S. patents and 383 Foreign patents.

Backlog consists of written purchase orders for products for which we have assigned shipment dates within the following 12 months. As of June 30, 2000 our backlog was approximately $931 million including the backlog acquired from E-TEK as compared to a backlog of approximately $156 million at June 30, 1999. Orders in backlog are firm, but are subject to cancellation or rescheduling by the customer. Because of possible changes in product delivery schedules and cancellation of product orders and because our sales will often reflect orders shipped in the same quarter in which they are received, our backlog at any particular date is not necessarily indicative of actual sales for any succeeding period. Certain of our customers have adopted "just in time" techniques with respect to ordering the Company's products, which will cause us to have shorter lead times for providing products. Such shorter lead times are likely to result in lower backlog.

At June 30, 2000, we had a total of approximately 19,000 full-time employees worldwide, including 1,540 in research, development and engineering, 545 in sales, marketing and service, approximately 15,886 in manufacturing, and 1,041in general management, administration and finance. We intend to hire additional personnel during the next 12 months in each of these areas. Our future success will depend in part on our ability to attract, train, retain and motivate highly qualified employees, who are in great demand. There can be no assurance that we will be successful in attracting and retaining such personnel. Except for our Netherlands and Germany operations, our employees are not represented by any collective bargaining organization. Most hourly and salaried employees in the Netherlands are represented by the Philips Collective Labor Agreement. We have never experienced a work stoppage, slowdown or strike. We consider our employee relations to be good.

We have historically achieved growth through a combination of internally developed new products and acquisitions. Our growth strategy depends on our ability to continue developing new components, modules and other products for our customer base. However, along with internal new product development efforts as part of this strategy, we expect to continue to pursue acquisitions of other companies, technologies and complementary product lines. The success of each acquisition will depend upon:

• our ability to manufacture and sell the products of the businesses acquired;

• continued demand for these acquired products by our customers;

• our ability to integrate the acquired business' operations, products and personnel;

• our ability to retain key personnel of the acquired businesses; and

• our ability to expand our financial and management controls and reporting systems and procedures.

Critical to the success of our growth is the ordered, efficient integration of acquired businesses into our organization and, with this end, we have in the past spent and continue to spend significant resources. If our integration efforts are unsuccessful, our businesses will suffer. We are the product of several substantial combinations, mergers and acquisitions, including, among others, the combination of Uniphase and JDS FITEL on June 30, 1999, and the acquisitions of OCLI on February 4, 2000 and E-TEK on June 30, 2000. Currently, we have a pending merger with SDL, Inc. which remains subject to stockholder and regulatory approvals. Each combination, merger and acquisition, presents unique product, marketing, research and development, facilities, information systems, accounting, personnel and other integration challenges. In the case of several of our acquisitions, including Uniphase Laser Enterprise in March 1997, Uniphase Netherlands in June 1998, and Cronos Integrated Microsystems, Inc. and Fujian Casix Laser, Inc. in April 2000, we acquired businesses that had previously been engaged primarily in research and development and that needed to make the transition from a research activity to a commercial business with sales and profit levels that are consistent with our overall financial goals. This transition is in its early stages at Cronos. It has also not yet been completed at Uniphase Netherlands, which continues to operate at higher expense levels and lower gross margins than those required to meet our profitability goals. Also, our information systems and those of the companies we acquired are often incompatible, requiring substantial upgrades to one or the other. Further, our current senior management is a combination of the prior senior management teams of Uniphase, JDS FITEL, and OCLI, several of whom have not previously worked with other members of management. Our integration efforts may not be successful, and may result in unanticipated operations problems, expenses and liabilities and the diversion of management attention. Consequently, our operating results would suffer.

We often incur substantial costs related to our combinations, mergers and acquisitions. For example, we have incurred direct costs associated with the combination of Uniphase and JDS FITEL of approximately $12 million, incurred approximately $8 million associated with the acquisition of OCLI and incurred approximately $92 million associated with the acquisition of E-TEK. We expect to continue to incur substantial costs relating to our pending merger SDL, Inc. We may incur additional material charges in subsequent quarters to reflect additional costs associated with these and other combinations and acquisitions which will be expensed as incurred.

Our sales force is and will in the future be a combination of our sales force and the sale forces of the businesses we acquired, which must be effectively integrated for us to remain successful. Our combinations, mergers and acquisitions often result in sales forces differing in products sold, marketing channels used and sales cycles and models applied. Accordingly, we may experience disruption in sales and marketing in connection with our efforts to integrate our various sales and marketing forces, and we may be unable to efficiently or effectively correct such disruption or achieve our sales and marketing objectives if we fail in these efforts. Our sales personnel not accustomed to the different sales cycles and approaches required for products newly added to their portfolio may experience delays and difficulties in selling these newly added products. Furthermore, it may be difficult to retain key sales personnel. As a result we may fail to take full advantage of the combined sales forces' efforts, and one company's sales approach and distribution channels may be ineffective in promoting another entity's products, all of which may materially harm our business, financial condition or operating results.

We intend to continue to develop new product lines to address our customers' diverse needs and the several market segments in which we participate. If we fail, our business will suffer. As we target new product lines and markets, we will further increase our sales and marketing, customer support and administrative functions to support anticipated increased levels of operations from these new products and markets as well as growth from our existing products. We may not be successful in creating this infrastructure nor may we realize any increase in the level of our sales and operations to offset the additional expenses resulting from this increased infrastructure. In connection with our recent acquisitions, we have incurred expenses in anticipation of developing and selling new products. Our operations may not achieve levels sufficient to justify the increased expense levels associated with these new businesses.

Our success depends, among other things, upon the capacity, reliability and security of our information technology hardware and software infrastructure. Any failure relating to this infrastructure could significantly and adversely impact the results of our operations. In connection with our growth, we have identified the need to update our current information technology infrastructure and expect to incur significant costs relating to this upgrade. Among other things, we are currently unifying our manufacturing, accounting, sales and human resource data systems using an Oracle platform, expanding and upgrading our networks and integrating our voice communications systems.

We must continue to expand and adapt our system infrastructure to keep pace with our growth. Demands on infrastructure that exceed our current forecasts could result in technical difficulties. Upgrading the network infrastructure will require substantial financial, operational and management resources, the expenditure of which could affect the results of our operations. We may not successfully and in a timely manner upgrade and maintain our information technology infrastructure, and a failure to do so could materially harm our business, results of operations and financial condition.

The manufacture of our products involves highly complex and precise processes, requiring production in highly controlled and clean environments. Changes in our manufacturing processes or those of our suppliers, or their inadvertent use of defective or contaminated materials, could significantly reduce our manufacturing yields and product reliability. Because the majority of our manufacturing costs are relatively fixed, manufacturing yields are critical to our results of operations. Some of our divisions have in the past experienced lower than expected production yields, which could delay product shipments and impair gross margins. These divisions or any of our other manufacturing facilities may not maintain acceptable yields in the future.

For example, our existing JDS Uniphase Netherlands facility has not achieved acceptable manufacturing yields since the June 1998 acquisition, and there is continuing risk attendant to this facility and our manufacturing yields and costs. To the extent we do not achieve acceptable manufacturing yields or experience product shipment delays, our business, operating results and financial condition would be materially and adversely affected.

As our customers' needs for our products increase, we must increase our manufacturing volumes to meet these needs and satisfy customer demand. Failure to do so may materially harm our business, operating results and financial condition. In some cases, existing manufacturing techniques, which involve substantial manual labor, may be insufficient to achieve the volume or cost targets of our customers. As such, we will need to develop new manufacturing processes and techniques, which are anticipated to involve higher levels of automation, to achieve the targeted volume and cost levels. In addition, it is frequently difficult at a number of our manufacturing facilities to hire qualified manufacturing personnel in a timely fashion, if at all, when customer demands increase over shortened time periods. While we continue to devote research and development efforts to improvement of our manufacturing techniques and processes, we may not achieve manufacturing volumes and cost levels in our manufacturing activities that will fully satisfy customer demands.

Customers will not purchase any of our products, other than limited numbers of evaluation units, prior to qualification of the manufacturing line for the product. Each new manufacturing line must go through varying levels of qualification with our customers. This qualification process determines whether the manufacturing line achieves the customers' quality, performance and reliability standards. Delays in qualification can cause a product to be dropped from a long term supply program and result in significant lost revenue opportunity over the term of that program. We may experience delays in obtaining customer qualification of our new facilities. If we fail in the timely qualification of these or other new manufacturing lines, our operating results and customer relationships would be adversely affected.

Under U.S. generally accepted accounting principles that apply to us, we accounted for a number of business combinations using the purchase method of accounting. Under purchase accounting, we recorded the market value of our common shares and the exchangeable shares of our subsidiary, JDS Uniphase Canada Ltd., issued in connection with mergers and acquisitions with the fair value of the stock options assumed, which became options to purchase our common shares and the amount of direct transaction costs as the cost of acquiring these entities. That cost is allocated to the individual assets acquired and liabilities assumed, including various identifiable intangible assets such as in-process research and development, acquired technology, acquired trademarks and trade names and acquired workforce, based on their respective fair values. We allocated the excess of the purchase cost over the fair value of the net assets to goodwill.

The impact of purchase accounting on our operating results is significant. The following table reflects the impact of in-process research and development expense (in the quarter the acquisition closed) and the prospective quarterly/annual amortization of purchased intangibles attributable to our significant mergers and acquisitions that have closed in the past four quarters (in millions):

Entity	In-process Research and Development	Quarterly Amortization of Purchased Intangibles	Annual Amortization of Purchased Intangibles
EPITAXX, INC.	$ 16.7	$ 17.1	$ 68.2
OCLI	$ 84.1	$ 79.8	$ 319.1
E-TEK	$ 250.6	$ 851.1	$3,404.4

                                            High            Low
                                       -------------- --------------
Fiscal 2000 Quarter Ended:
     June 30.......................... $     131.190  $      73.130
     March 31......................... $     153.420  $      74.500
     December 31...................... $      88.750  $      28.000
     September 30..................... $      30.370  $      19.310

Fiscal 1999 Quarter Ended:
     June 30.......................... $      20.899  $      12.813
     March 31......................... $      14.391  $       7.938
     December 31...................... $       8.672  $       4.297
     September 30..................... $       7.875  $       4.703

FINANCIAL HIGHLIGHTS

Selected Financial Data

(in millions, except per share amounts)

Years Ended June 30,                2000 (2)(3)  1999 (4)      1998        1997        1996
                                   ----------- ----------- ----------- ----------- -----------
Consolidated Statement of
  Operations Data:

Net sales......................... $  1,430.4  $    282.8  $    185.2  $    113.2  $     73.7
Amortization of purchased
  intangibles..................... $    896.9  $     15.7  $      5.6  $      1.8  $    169.0
Acquired in-process
  research and development........ $    360.7  $    210.4  $     40.3  $     33.3  $      4.5
Merger and other costs (1)........ $     --    $      6.8  $     --    $     --    $     --
Income (loss) from operations..... $   (865.1) $   (153.2) $    (11.5) $    (15.8) $      5.8
Net income (loss)................. $   (904.7) $   (171.1) $    (19.6) $    (17.8) $      3.2
Earnings (loss) per share (5):
  Basic........................... $    (1.27) $    (0.54) $    (0.07) $    (0.07) $     0.02
  Dilutive........................ $    (1.27) $    (0.54) $    (0.07) $    (0.07) $     0.01
Shares used in per share
  calculation (5):
    Basic.........................      710.9       318.2       283.6       269.5       204.5
    Dilutive......................      710.9       318.2       283.6       269.5       223.3

At June 30,                            2000        1999        1998        1997        1996
                                   ----------- ----------- ----------- ----------- -----------
Consolidated Balance Sheet Data:
Working capital................... $  1,325.7  $    314.8  $    121.4  $    110.2  $    132.2
Total assets...................... $ 26,389.1  $  4,096.1  $    332.9  $    180.7  $    175.7
Long-term obligations............. $     61.2  $      9.8  $      5.7  $      2.5  $      7.1
Total stockholders' equity........ $ 24,778.6  $  3,619.3  $    280.0  $    152.0  $    154.8

1. Results of operations include $5,877,000 of costs and expenses attributable to the pooling of interests transaction with Uniphase Broadband Products, and $882,000 loss on sale of the Ultrapointe Systems assets in fiscal 1999.
2. JDS Uniphase merged with Optical Coating Laboratory, Inc. (OCLI) on February 4, 2000 in a transaction accounted for as a purchase. The consolidated statement of operations and other data for the year ended June 30, 2000 and the consolidated balance sheet data as of June 30, 2000 include the results of operations subsequent to February 4, 2000 and financial position, respectively, of OCLI.
3. JDS Uniphase merged with E-TEK Dynamics, Inc. (E-TEK) on June 30, 2000 in a transaction accounted for as a purchase. The consolidated balance sheet data as of June 30, 2000 includes the financial position of E-TEK.
4. Uniphase merged with JDS FITEL effective June 30, 1999 in a transaction accounted for as a purchase. The consolidated statement of operations and other data for the year ended June 30, 2000 and the consolidated balance sheet data as of June 30, 2000 and 1999 include the results of operations and financial position, respectively, of JDS FITEL.
5. Share and per share amounts for all historical periods have been restated to reflect the two separate two-for-one stock splits for stockholders of record as of December 22, 1999 and March 2, 2000.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 28, 2000                      JDS UNIPHASE CORPORATION

                                          By:    /s/ ANTHONY R. MULLER

                                            ------------------------------------
                                                     Anthony R. Muller
                                                     Executive Vice
                                                     President and CFO

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jozef Straus, Ph. D and Anthony R. Muller, and each of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in- fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

        Signature                        Title                       Date
- --------------------------  --------------------------------  ------------------
  /s/ JOZEF STRAUS, PH.D    Co-Chairman and Chief Executive   September 28, 2000
- --------------------------  Officer (Principal Executive
  Jozef Straus, Ph.D        Officer)

  /s/ ANTHONY R. MULLER     Executive Vice President,         September 28, 2000
- --------------------------  Chief Financial Officer and
  Anthony R. Muller         Secretary (Principal Financial
                            and Accounting Officer)

  /s/ MARTIN A. KAPLAN      Co-Chairman                       September 28, 2000
- --------------------------
  Martin A. Kaplan

  /s/ BRUCE D. DAY          Director                          September 28, 2000
- --------------------------
  Bruce D. Day

  /s/ ROBERT E. ENOS        Director                          September 28, 2000
- --------------------------
  Robert E. Enos

  /s/ JOHN A. MACNAUGHTON   Director                          September 28, 2000
- --------------------------
  John A. MacNaughton

  /s/ WILSON SIBBETT, PH.D  Director                          September 28, 2000
- --------------------------
  Wilson Sibbett, Ph.D.

  /s/ CASIMIR S. SKRZYPCZAK Director                          September 28, 2000
- --------------------------
  Casimir S. Skrzypczak

  /s/ PETER GUGLIELMI       Director                          September 28, 2000
- --------------------------
  Peter Guglielmi

  /s/ WILLIAM J. SINCLAIR   Director                          September 28, 2000
- --------------------------
  William J. Sinclair

  /s/ DONALD J. LISTWIN     Director                          September 28, 2000
- --------------------------
  Donald J. Listwin

JDS UNIPHASE CORPORATION
Annual Report on Form 10-K
for the fiscal year ended June 30, 2000

Exhibit Number	Description
3.1(1)	Amended and Restated Certificate of Incorporation.
3.2(2)	Certificate of Amendment to Amended and Restated Certificate of Incorporation.
3.3(3)	Certificate of Amendment to Amended and Restated Certificate of Incorporation.
3.4(4)	Certificate of Amendment to Amended and Restated Certificate of Incorporation.
3.5(4)	Certificate of Designation.
3.6(2)	Certificate of Designation.
3.7(5)	Certificate of Designation.
3.8(6)	Certificate of Amendment to Amended and Restated Certificate of Incorporation.
3.9(6)	Certificate of Amendment to Amended and Restated Certificate of Incorporation.
3.10 (7)	Certificate of Amendment to Amended and Restated Certificate of Incorporation.
3.11	Bylaws of the Registrant, as amended.
4.1 (8)	Third Amended and Restated Rights Agreement
4.1 (9)	Exchangeable Share Provisions attaching to the exchangeable shares of JDS Uniphase Canada Ltd. (formerly 3506967 Canada Inc.).
4.2 (10)	Voting and Exchange Trust Agreement dated as of July 6, 1999 between Registrant, JDS Uniphase Canada Ltd. and CIBC Mellon Trust Company.
4.3 (10)	Exchangeable Share Support Agreement dated as of July 6, 1999 between Registrant, JDS Uniphase Canada Ltd. and JDS Uniphase Nova Scotia Company.
4.4 (10)	JDS Uniphase Canada Ltd. Rights Agreement dated as of June 30, 1999 between the JDS Uniphase Canada Ltd. and CIBC Mellon Trust Company.
4.5 (10)	Registration Rights Agreement dated as of July 6, 1999 between Registrant, JDS Uniphase Canada Ltd. and The Furukawa Electric Co., Ltd.
10.1 (11)	Amended and Restated 1993 Flexible Stock Incentive Plan.
10.2 (12)	Stockholder Agreement dated as of June 9, 1998, by and between Uniphase Corporation, and Koninklijke Philips Electronics N.V.
10.3 (12)	Series A Preferred Conversion and Redemption Agreement dated as of June 9, 1998, by and between Uniphase Corporation and Koninklijke Philips Electronics N.V.
10.4 (13)	1998 Employee Stock Purchase Plan.
10.5 (10)	Support Agreement dated as of April 29, 1999, by and among Uniphase Corporation, 3506967 Canada Inc., The Furukawa Electric Company, Ltd., and JDS FITEL Inc.
10.6 (14)	Employment Agreement for Russ Johnson
10.7 (14)	Employment Agreement for Frederick Leonberger
10.8 (14)	Employment Agreement for Dan E. Pettit
10.9 (14)	Employment Agreement for Anthony R. Muller
10.10 (14)	Employment Agreement for Kevin N. Kalkhoven
10.11	Retention and Change of Control Agreement for Jozef Straus, Ph.D
10.12	Retention and Change of Control Agreement for M. Zita Cobb
10.13	First Amendment to Employment Agreement for Kevin Kalkhoven
21.1	Subsidiaries of the Registrant.
23.1	Consent of Ernst & Young LLP, Independent auditors.
24.1	Powers of Attorney (See Page 29).
27.1	Financial Data Schedule for the year ended June 30, 2000.

(1) Incorporated by reference to the exhibits filed with the Registrant's registration statement on Form S-1, which was declared effective November 17, 1993.

(2) Incorporated by reference to exhibits 3.1 and 4.1 to the Company's Registration Statement on Form S-3 filed July 14, 1999.

(3) Incorporated by reference to exhibit 3.(i)(b)(2) to the Company's Report on Form 10-Q for the period ending December 31, 1998.

(4) Incorporated by reference to exhibits 3.(i)(c) and 3.(i)(d) to the Company's Report of Form 10-K filed September 28, 1998.

(5) Incorporated by reference to exhibit 10.3 to the Company's current Report on Form 8-K filed June 24, 1998.

(6) Incorporated by reference to exhibits 3.8 and 3.9 to the Company's Report of Form 10-Q for the period ending December 31, 1999

(7) Incorporated by reference to the exhibit filed with the Registrant's quarterly report on Form 10-Q for the period ended March 31, 2000

(8) Incorporated by reference to Registrant's Registration Statement on Form 8-A 12G/A filed on June 30, 1999.

(9) Incorporated by reference to Registrant's definitive Proxy Statement on Schedule 14A filed on June 2, 1999.

(10) Incorporated by reference to the exhibits filed with the Registrant's annual report on Form 10-K for the period ended June 30, 1999.

(11) Incorporated by reference to exhibits filed with the Registrant's registration statement on form S-8, file number 33-31722 filed with the Securities and Exchange Commission on February 27, 1996.

(12) Incorporated by reference to the exhibit to the Company's Current Report on Form 8-K filed June 24, 1998.

(13) Incorporated by reference to the exhibit to the Company's Annual Report on Form 10-K filed September 28, 1998.

(14) Incorporated by reference to the exhibit filed with the Registrant's quarterly report on Form 10-Q for the period ended September 30, 1999.