Sandell Offers Letter to JDS Uniphase Board

Sandell Asset Management Corp. (“Sandell”), a significant shareholder of JDS Uniphase Corporation

(“JDSU” or the “Company”), has released a letter to the Board of Directors (the “Board”) of the Company. In such letter, Sandell notes its belief that the Company must commence a formal auction of its CCOP business. Furthermore, Sandell notes its belief that the JDSU current stock price reflects next to no value for the Company's substantial tax assets, which as of June 28 include federal, state, and foreign tax net operating loss carryforwards (NOLs) of approximately $6.1 billion, $1.8 billion, and $1.0 billion, respectively, which constitutes a tax-effected book value in excess of $2.3 billion. Sandell estimates the potential value of the Company's various business segments as well as these tax assets at between $19 and $26 per share. Furthermore, Sandell details its submission of a shareholder proposal requesting that the Board task its financial advisors to evaluate further strategic alternatives, in addition to the previously announced proposed spin-off of its CCOP business, to maximize the value of the Company's various business segments as well as its substantial tax assets in a timely manner. The text of the letter is as follows: October 1, 2014 The Board of Directors JDS Uniphase Corporation 430 North McCarthy Boulevard Milpitas, CA 95035   Attention: Chairman of the Board   c/o Andrew Pollack, Secretary   Ladies and Gentlemen: Sandell Asset Management Corp. (“Sandell”) is a significant shareholder of JDS Uniphase Corporation (“JDSU” or the “Company”). While we appreciate our dialogue with various members of the management of JDSU, including our recent September 15 discussion with CEO Thomas Waechter, we are troubled by what appears to be a lack of responsiveness on the part of the Board of Directors (the “Board”) of the Company. During our discussion with Mr. Waechter, we stressed the need for the Company to: (1) conduct a formal auction process for the Communications and Commercial Optical Products (“CCOP”) business and (2) pursue alternatives aimed at unlocking the substantial value associated with the Company's vast tax assets. While Mr. Waechter had stated generally that the Company was receptive to “anything that brings additional value to the shareholders” of JDSU, we have yet to see any indication that the Company has tasked its financial advisors to evaluate further strategic alternatives in addition to the previously announced proposed spin-off of its CCOP business. While we believe that the proposed spin-off of the Company's CCOP business is a positive development, we believe that much more must be done to unlock value. To wit, we believe that there are several strategic buyers who would be interested in an outright acquisition of the CCOP business. We believe, therefore, that the Company should immediately commence a formal auction process for this business while it continues preparation for the spin-off of CCOP, which is commonly known as a dual-track process. We believe that a sale of the CCOP business could be completed far sooner than the 3^rd quarter of 2015, which is the date of the proposed CCOP spin-off, and could deliver the certainty of cash consideration to the Company in a much more timely manner. As of now we have seen no announcement discussing the commencement of such an auction. Separately, we have seen no disclosure detailing any plans to maximize the value of the Company's vast amount of tax assets. Moreover, in our view the current JDSU stock price of around $13 per share reflects next to no value for these substantial assets, which as of June 28 include federal, state and foreign tax net operating loss carryforwards (NOLs) of approximately $6.1 billion, $1.8 billion, and $1.0 billion, respectively. Indeed, the most recent JDSU 10-K notes that the tax-effected book value of the Company's NOLs before any valuation allowance was in excess of $2.3 billion, or over $10 per share.