Mail Stop 0306
December 16, 2004
Via U.S. Mail and Fax
Mr. Ronald C. Foster
Executive Vice President and Chief Financal Officer
JDS Uniphase Corporation
1768 Automation Parkway
San Jose, CA 95131
Re: JDS Uniphase Corporation
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 Mr. Foster:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this 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
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.
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-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.
Restructuring and Other Related Charges - Page 48
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.
Income Tax Expense (Benefit) - Page 51
4. In future filings please quantify the changes in your tax
valuation allowance for deferred tax assets in accordance with
SFAS
109.
Financial Statements
Note 13. Reduction in Other Long-Lived Assets - Page 86
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 analyses.
Also, disclose the segment in which the impaired assets are
recorded.
Refer to paragraph 26 of SFAS 144.
Note 18. Operating Segments and Geographic Information - Page 104
6. We note that the geographic information has been separated into
three components, North America, Europe, and 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
paragraph
38.
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.
Note 20. Guarantees - Page 107
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. 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.
Form 8-K Dated October 27, 2004
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 measures 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 of Regulation S-K, including a reconciliation to the
directly comparable GAAP measure 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 the
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.
Form 10-Q as of September 30, 2004
Note 4. Inventories - Page 7
10. We note that you sold inventory previously written-down.
Revise
future filings to disclose whether you sold them at your original
cost or at a normal selling price. In future filings disclose the
revenue recognized on these sales and state the impact of the
sales
upon gross margin for each period presented.
Note 10. Restructuring and Global Realignment - Page 11
Facilities and Equipment and Lease Costs - Page 13
11. We note that you recovered proceeds in excess of carrying
values
of fixed assets that were disposed of in connection with the
restructuring actions. How did your initial estimate of fair
value
less costs to sell comply with the requirements of SFAS 144?
Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations - Page 24
Gross Profit - Page 27
12. We see disclosures in this section that your gross profit was
impacted by favorable excess inventory benefits, cancellation
revenues and warranty reversals. Supplementally discuss in greater
detail these items. Revise future filings to quantify the actual
impact these items had on your gross profit for all periods
presented.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR. When sending supplemental
information regarding this filing, please include the following
ZIP+4
code in our address: 20549-0306. Please understand that we may
have
additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosures in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
You may contact Lynn Dicker, Staff Accountant, at (202) 824-
5264 or me at (202) 942-1931 if you have questions regarding
comments
on the financial statements and related matters. In this regard,
do
not hesitate to contact Martin James, the Senior Assistant Chief
Accountant, at (202) 942-1984.
Sincerely,
Angela Crane
Reviewing Accountant
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Mr. Ronald C. Foster
JDS Uniphase Corporation
December 16, 2004
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