FORM DEF 14A JDS UNIPHASE CORP /CA/ - JDSU Exhibit: � Filed: September 28, 2007 (period: November 16, 2007) Official notification to shareholders of matters to be brought to a vote (Proxy) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-12 JDS Uniphase Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Source: JDS UNIPHASE CORP /C, DEF 14A, September 28, 2007 (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ¨ Fee paid previously with preliminary materials: ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Source: JDS UNIPHASE CORP /C, DEF 14A, September 28, 2007 Table of Contents JDS UNIPHASE CORPORATION 430 North McCarthy Boulevard Milpitas, California 95035 (408) 546-5000 Notice of Annual Meeting of Stockholders and Proxy Statement 2007 Annual Report YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. Source: JDS UNIPHASE CORP /C, DEF 14A, September 28, 2007 Table of Contents CONSIDERING REGISTERING ELECTRONICALLY FOR STOCKHOLDER MATERIALS? It costs JDS Uniphase a significant sum each year to print and distribute this Proxy Statement and Annual Report to our stockholders. You can help reduce costs – and directly impact our bottom line – by registering to receive your stockholder materials electronically. To register online see Page 4 of the following Proxy Statement or call the Investor Relations hotline at 408-546-4445 for assistance. Source: JDS UNIPHASE CORP /C, DEF 14A, September 28, 2007 Table of Contents Stockholder Letter Proxy Form 10-K Source: JDS UNIPHASE CORP /C, DEF 14A, September 28, 2007 Table of Contents Dear Stockholders, Fiscal 2007 was a year of revenue growth and earnings improvement for JDSU as we continued our focus on growing our markets and improving the business model in each of our business segments. While growth rates differed across our diversified portfolio, for the year the Company delivered: • Revenue growth of 16% in fiscal 2007 compared with fiscal 2006. • Revenue growth in all reported business segments: – Optical Communications: 9% – Communications Test and Measurement: 25% – Advanced Optical Technologies: 4% – Commercial Lasers: 19% • Non-GAAP gross margins of 37.7%, an improvement from the prior year’s non-GAAP gross margins of 35.0%. • Operating income positive for the year and improved operating profit in each of the segments. • Non-GAAP net income for each quarter, an achievement met for the first time in over 5 years. Full year 2007 non-GAAP earnings per share were $0.29. • Positive free cash flow for each of the last two quarters of the year. • Adjusted EBITDA of more than 5% of revenue for the year, up from 1.4% in fiscal 2006. • Enhancements to our product portfolio through organic innovation and acquisition. During fiscal 2007 we completed two acquisitions in the Test & Measurement segment adding products that address the wireless service assurance market and the network equipment manufacturer’s lab and production environment. We also completed an acquisition in our Optical Communications segment which expanded our datacom portfolio and provided further vertical integration of the portfolio by adding VCSELs to the product line. Our strategy continues to be to execute as a company comprised of a portfolio of businesses with a focus on optical and broadband innovation. We embraced this view such that the composite company would be better able to navigate downturns in any one constituent business unit as demonstrated in 2007. The businesses units are as follows. Optical Communications We continue to see favorable end market indicators for broadband services and network buildouts. Nevertheless, our Optical Communications business, primarily selling to network equipment manufacturers, was impacted mainly in the second half of the fiscal year by customer inventory initiatives and customer consolidation. We believe broadband capacity will continue to expand as higher data rates are being delivered to the access edge accompanied by video applications. We also believe that as network operators respond to changing loads and consumer dynamics, networks must be agile in order to rapidly respond to the resulting changes in traffic patterns. The onset of new technologies such as HDTV, interactive TV and video on demand as well as other rich media content continues to increase IP traffic and puts strains on existing networks. Accordingly, industry participants such as JDSU who enable agile optical networks should benefit. th We marked a major milestone this year with the shipment of our 10,000 ROADM. ROADMs, or reconfigurable optical add-drop multiplexers, are one of the key network elements that make it possible for operators to add capacity and flexibility to their network in order to deliver on-demand services to consumers. Video-on-demand, IPTV, online gaming and other rich media services are just a few of the applications enabled by ROADMs. Source: JDS UNIPHASE CORP /C, DEF 14A, September 28, 2007 Table of Contents Communications Test and Measurement Our test and measurement products address the needs for rapid network and service deployment, efficient installation and maintenance, and quality assurance, which are key competitive elements for our customers. In the second half of fiscal 2007 we added two strategic acquisitions to our Communications Test and Measurement business. Casabyte expanded our presence in wireless service assurance, and positioned us to leverage our product portfolio to enable service assurance from the head-end to the handset. Innocor expanded our 10G Ethernet and Fiberchannel expertise into the network equipment manufacturers for lab and production testing and expanded our 40G set of solutions. Advanced Optical Technologies and Commercial Lasers The Advanced Optical Technologies business, which includes our variable optical pigments and coatings, also evidenced revenue growth. Some of this growth was through technology transitions that were enabled by expanding market opportunities for our new process technologies. The currency market provided recent upside for this business unit, making strong contributions in the third and fourth quarters, driven by new currency note introductions around the world. Additionally, anti-counterfeiting labels for our customers in the pharmaceutical and other industries are growing in popularity. As such, we recently applied our optical technology to develop a unique anti-counterfeiting covert security solution called Charms™ for document authentication and brand protection in these markets. Our Commercial Lasers business, focused on the transition from gas lasers to more reliable solid state lasers, experienced double digit growth rates during the fiscal year as it served four main market spaces including semiconductor manufacturing, government/defense, biomedical, and machining. Our solid state laser offerings continue to replace our gas lasers as customers transition their laser platforms. In the solid state market, our FCD 488 blue solid-state laser, at one-third the size and generating one-third the heat of competing products, continues to gain positive marketplace traction. Corporate Focus Fiscal 2008 will be a year in which JDSU continues to advance its business model as each business within the portfolio expects to continue to improve individual operating results while maintaining a leadership market position. Our focus will be primarily on gross margin and cash flow improvement in all operating segments. At the same time, we will continue to seek opportunities to strategically expand our product portfolio through acquisition. I look forward to updating you on our progress in the coming quarters. If you are interested in learning more about JDSU in the meantime, visit our website at www.jdsu.com/investors or contact our Investor Relations Department at [email protected] or (408) 546-4445. Thank you for your support of JDSU. Sincerely yours, Kevin J. Kennedy Source: JDS UNIPHASE CORP /C, DEF 14A, September 28, 2007 Table of Contents Forward-Looking