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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

12/24/03  Emcore Corp                       10-K        9/30/03    8:356                                    Capital Printing...01/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML  1,468K 
 2: EX-14.1     Code of Ethics                                      HTML     10K 
 3: EX-21.1     Subsidiares of the Registrant                       HTML      5K 
 4: EX-23.1     Consent of Deloitte & Touche Llp                    HTML      9K 
 5: EX-31.1     Certificate of Chief Executive Officer              HTML     14K 
 6: EX-31.2     Certificate of Chief Financial Officer              HTML     14K 
 7: EX-32.1     Certificate of Chief Executive Officer              HTML      8K 
 8: EX-32.2     Certificate of Chief Financial Officer              HTML      8K 

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

FORM 10-K

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

For the fiscal year ended September 30, 2003

    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: 0-22175

EMCORE Corporation

(Exact name of registrant as specified in its charter)

New Jersey (State or other jurisdiction of incorporation or organization)				22-2746503 (I.R.S. Employer Identification No.)

145 Belmont Drive, Somerset, NJ 08873
(Address of principal executive offices) (zip code)

(732) 271-9090
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value

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        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.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes         No    

The aggregate market value of common stock held by non-affiliates of the registrant as of March 31, 2003 was approximately $45,545,163 (based on the closing sale price of $1.65 per share).

The number of shares outstanding of the registrant's no par value common stock as of December 12, 2003 was 38,244,800.

EMCORE Corporation

FORM 10-K
For the fiscal year ended September 30, 2003

INDEX

								Page
PART I
Item 1.				Business					1
Item 2.				Properties					31
Item 3.				Legal Proceedings					31
Item 4.				Submission of Matters to a Vote of Security Holders					31
PART II
Item 5.				Market for Registrant's Common Equity and Related Shareholder Matters					32
Item 6.				Selected Financial Data					33
Item 7.				Management's Discussion and Analysis of Financial Condition and Results     of Operations					35
Item 7A.				Quantitative and Qualitative Disclosures About Market Risk					52
Item 8.				Financial Statements and Supplementary Data					53
				Consolidated Statements of Operations for the years ended September 30,     2003, 2002 and 2001					53
				Consolidated Balance Sheets as of September 30, 2003 and 2002					54
				Consolidated Statements of Shareholders' Equity for the years ended     September 30, 2003, 2002 and 2001					55
				Consolidated Statements of Cash Flows for the years ended September 30,     2003, 2002 and 2001					56
				Notes to Consolidated Financial Statements					58
				Independent Auditors' Report					78
Item 9.				Changes in and Disagreements with Accountants on Accounting and     Financial Disclosures					79
Item 9A.				Controls and Procedures					79
PART III
Item 10.				Directors and Executive Officers of the Registrant					79
Item 11.				Executive Compensation					81
Item 12.				Security Ownership of Certain Beneficial Owners and Management					86
Item 13.				Certain Relationships and Related Transactions					87
Item 14.				Principal Accounting Fees and Services					87
PART IV
Item 15.				Exhibits, Financial Statement Schedules and Reports on Form 8-K					89
				SIGNATURES					92

Forward-Looking Statements

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are based largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward looking statements may be identified by the use of words such as "expects", "anticipates", "intends", "plans", "believes", "estimate", "target", "may", "will" and variations of these words and similar expressions. These forward-looking statements are subject to business, economic and other risks and uncertainties, and actual results may differ materially from those discussed in these forward-looking statements. Factors that could contribute to these differences include, but are not limited to, those discussed under "Risk Factors", "Forward-Looking Statements" and elsewhere in this report. The cautionary statements made in this report should be read as being applicable to all forward-looking statements wherever they appear in this report. This discussion should be read in conjunction with the Consolidated Financial Statements, including the related footnotes. These forward-looking statements include, without limitation, any and all statements or implications regarding:

	•	The ability of EMCORE Corporation (EMCORE) to remain competitive and a leader in its industry and the future growth of EMCORE, the industry and the economy in general;

	•	difficulties arising from the separation of the TurboDisc business from EMCORE's ongoing business lines;

	•	difficulties in integrating recent or future acquisitions into EMCORE's operations;

	•	the expected level and timing of benefits to EMCORE from its restructuring and realignment efforts, including:

	•	expected cost reductions and its impact on EMCORE's financial performance,

	•	expected improvement to EMCORE's product and technology development programs,

	•	the belief that restructuring and realignment efforts will position EMCORE better in its current business environment and prepare it for future growth with increasingly competitive new product offerings and improved long-term cost structure; and

	•	guidance provided by EMCORE regarding its expected financial performance in current or future periods, including, without limitation, with respect to anticipated revenues for any period in fiscal 2004 and subsequent periods.

These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, including without limitation, the following:

	•	The disposition of our TurboDisc business may result in decreased revenues going forward as well as additional difficulties arising from the separation of its operations from our ongoing operations; and

	•	other risks and uncertainties described in EMCORE's filings with the Securities and Exchange Commission (SEC) (including under the heading "Risk Factors" in this Annual Report), such as:

	•	cancellations, rescheduling or delays in product shipments;

	•	manufacturing capacity constraints;

	•	lengthy sales and qualification cycles;

	•	difficulties in the production process;

	•	changes in semiconductor industry growth;

	•	increased competition; and

	•	delays in developing and commercializing new products.

We assume no obligation to update the matters discussed in this Annual Report, except as required by applicable law or regulation.

PART I

Item 1.    Business

For specific information about our Company, our products or the markets we serve, please visit our website at http://www.emcore.com. The information on EMCORE's web site is not incorporated by reference into and is not made a part of this report. All of our SEC filings are available free of charge on our website.

Company Overview

EMCORE Corporation, a New Jersey corporation established in 1984, offers a broad portfolio of compound semiconductor-based components and subsystems for the rapidly expanding broadband and wireless communication markets and the solid-state lighting industry. EMCORE continues to expand its comprehensive product portfolio to enable the transport of voice, data and video over copper, hybrid fiber/coax (HFC), fiber, satellite and wireless communication networks. The company is building upon its leading-edge compound semiconductor materials and device expertise to provide cost-effective components and subsystems for the cable television (CATV), telecommunications, data and storage, satellite and wireless communications markets. EMCORE supports these end markets through its EMCORE Fiber Optics, EMCORE Photovoltaics and EMCORE Electronic Materials and Devices product lines. Through its 49% ownership participation in GELcore, LLC, EMCORE plays a vital role in developing and commercializing next-generation LED technology for use in the general illumination market. Our target markets and main products that support these markets include:

CATV

Telecommunications

Data and Storage

Satellite Communications

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Wireless Communications

Solid-State Lighting

Acquisitions and Divestitures

Over the past twelve months, EMCORE has refocused its market and product strategy to address high growth opportunities for its compound semiconductor based components and subsystems in the CATV, telecom, data and storage, satellite and wireless communications markets. In addition to developing its internal capability to develop and manufacture products for these markets, EMCORE has expanded its portfolio of communications products and technologies through a series of strategic acquisitions:

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Management believes that the sale of the TurboDisc systems business was a critical step in reorienting EMCORE's market and product focus. The capital equipment business enabled the Company to develop the critical materials science expertise that has become the cornerstone of its compound semiconductor based communications products and our sole business focus. EMCORE retained a license to all systems related intellectual property and ownership of all its process and device technology. Moreover, the sale of TurboDisc business strengthened EMCORE's balance sheet and helped provide the resources necessary to implement its communications strategy.

As a result of these transactions, the focus of the discussion in this Annual Report will be on our compound semiconductor-based components and subsystems for the broadband and wireless communication markets and the solid-state lighting industry, rather than on our systems segment. Although the systems segment did represent a significant portion of our business and results of operations in fiscal 2003, results from operations in fiscal 2004 will be classified as "discontinued operations" and no impact thereafter. Accordingly, we believe that emphasizing our continuing businesses in the compound semiconductor related components and subsystems products will be more meaningful for investors.

Compound Semiconductor Industry Overview

Recent advances in information technologies have created a growing need for efficient and high-performance electronic systems that operate at very high frequencies, require higher transmission rates, require increased storage capacity, have augmented computational and display capabilities and can be produced cost-effectively in commercial volumes. In the past, manufacturers of electronic systems have relied on advances in silicon semiconductor technology to meet many of these demands; however, the new generation of high-performance electronic and optoelectronic applications require certain functions that are generally not achievable using silicon-based components. Advantages of compound semiconductor devices over traditional silicon devices include:

Compound semiconductor devices can also be combined into integrated circuits, such as transmitters, receivers and alphanumeric displays. Electronics manufacturers are increasingly integrating compound semiconductor devices into their products to achieve higher performance in applications targeted for a wide variety of communication markets. Examples of such applications enabled by compound semiconductor devices include:

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The systems that enable these applications consist of many component and subsystems that incorporate individual compound semiconductor devices. Companies that own unique leading-edge technologies will be able to continue to provide value-added components, subsystems and turnkey systems to meet the communication requirements of the future.

The diagram below shows the individual building blocks that enable the final user application. The trend in the industry is for companies to supply more and more of the entire pyramid in order to stay cost competitive and improve operating margins. EMCORE focuses its products in the materials, components and subsystems layers.

EMCORE's Strategy

EMCORE's objective is to maximize shareholder value by building upon its leading-edge compound semiconductor materials and device expertise to provide cost-effective components and subsystems for the CATV, telecom, data and storage, satellite and wireless communications markets. EMCORE's products enable the transport of voice, data and video over copper, HFC, fiber, satellite and wireless communication products. The key elements of EMCORE's strategy include:

The model of purchasing components from multiple vendors results in too many layers of margin stack-ups such that the final integrated subsystem is no longer cost competitive. We believe the trend in the component and subsystem industry is towards a vertically integrated structure in which key technologies are produced internally. By having the know-how and intellectual property to internally produce and supply compound semiconductor products, component and subsystem companies can stay ahead of the competition in both performance and cost effectiveness.

EMCORE continually leverages its proprietary core technology to develop compound semiconductor products for multiple applications in a variety of markets. Building upon the compound semiconductor materials expertise into components and subsystems products is a key focus of EMCORE's ongoing strategy. Our internally designed and manufactured VCSELs, digital DFB lasers, PIN and APD photodiodes are the optical components in our TOSA and ROSA products as well as our data and telecommunications receivers, transceivers and transponders. Similarly, our internally designed and manufactured analog DFB and FP lasers and PIN photodiodes are the optical components in our CATV transmitters, receivers and FTTx transceivers.

4

EMCORE's strategy is to target potential high growth market opportunities where performance characteristics and high volume production efficiencies can give compound semiconductors a competitive advantage over other devices. Historically, while technologically superior, compound semiconductors have not been widely deployed because they are more expensive to manufacture than silicon-based semiconductors and other existing solutions. EMCORE believes that as compound semiconductor production costs are reduced, new customers will be compelled to use these products because of their higher performance characteristics. For example, EMCORE focuses its efforts in high-growth areas in communication infrastructure by providing complete solutions based on widely accepted platforms such as Synchronous Optical Network (SONET), Asynchronous Transfer Mode (ATM) and Gigabit Ethernet.

With the increased demand for high bandwidth services such as Internet, video-on-demand, on-line gaming and high definition television (HDTV), more and more systems are relying on optics to transport the signals. EMCORE is uniquely positioned to leverage its compound semiconductor expertise in the area of VCSELs, DFB lasers, PIN/APD detectors into value-added subsystems that meet the market demand.

Consistent with our strategy of pursuing market opportunities in which management believes that future growth will be strong, we evaluated our TurboDisc systems division and noted that the market for MOCVD reactors had become saturated in recent years with tremendous price competition on every new system sale. Accordingly, we sold the TurboDisc division as described above. We did, however, retain significant intellectual property rights in the TurboDisc technology and obtained favorable terms for future purchases of TurboDisc systems and related components.

III.    Pursue Strategic Acquisitions and Partnerships with Industry Leading Companies.

EMCORE seeks to identify and develop long-term relationships with leading companies in each of the industries it serves. EMCORE develops these relationships in a number of ways that include long-term, high-volume supply agreements, joint ventures, acquisitions and other arrangements. In January 1999, General Electric Lighting and EMCORE formed GELcore, a joint venture to develop and market HB-LED lighting products. Since its inception, GELcore has had a compound annual growth rate (CAGR) of 23% with annual revenue approaching $55 million. General Electric Lighting and EMCORE have agreed that this joint venture will be the exclusive vehicle for each party's participation in solid-state lighting. Recently, acquisitions have been a focus in order to enhance technologies. Over the past two years, the acquisitions listed below have expanded not only our materials expertise, but also our components and subsystem technologies:

EMCORE is currently considering additional strategic acquisitions to acquire new technologies and products to broaden our market penetration in the communications sector.

Through substantial investment in research and development, EMCORE seeks to expand its leadership position in compound semiconductor based communications products and subsystems. EMCORE works with its customers to enhance the performance of its processes, materials science and fiber optic module design expertise, including the development of new low-cost, high-volume wafers, components and subsystems for its customers. In order to remain a leader in our market segments, EMCORE not only addresses our customers' current needs, but we also work with them regarding their evolving requirements to remain designed into their product lifecycle. In addition, EMCORE's

5

development efforts are focused on continually lowering the production costs of its products. For example, EMCORE recently released the latest version of its high-efficiency advanced triple junction solar cells, which now incorporates a monolithic integrated diode, a technology which is a more cost effective and robust solution for satellite integrators.

Management is committed to reducing EMCORE's cost structure by lowering the breakeven points for each of its product lines. In fiscal 2002, EMCORE proceeded with a restructuring program, consisting of the realignment of all engineering, manufacturing and sales/marketing operations, as well as workforce reductions. Management believes that these cost reductions saved EMCORE at least $5.0 million per quarter in fiscal 2003. EMCORE also essentially eliminated all outside contractors and significantly reduced overall expenditures for materials, software and capital assets. As part of the ongoing effort to cut costs, EMCORE also implemented a program to focus research and development efforts on projects that can be expected to generate returns within one year. As a result, EMCORE has been able to reduce overall research and development costs without, we believe, jeopardizing future revenue opportunities. To improve gross margins in fiscal 2004, product lines will be transferred to contract manufacturers for high volume production and management will implement additional programs to improve manufacturing process yields.

EMCORE's Products

The following chart summarizes (i) our products, (ii) the markets to which those products are directed, (iii) applications in which our products are used, and (iv) certain benefits and characteristics of compound semiconductor devices:

6

Products

Market

Representative Applications

Benefits/Characteristics

DFB, FP Lasers Photodetector Head-end transmitters Analog video receivers

CATV

Cable Television (CATV) Hybrid Fiber Coax networks Within Customer Premise     Equipment (CPE)

Increased network capacity Increased data transmission speeds Increased bandwidth Lower power consumption Low noise video receive Increased transmission distance

VCSEL components DFB and FP Lasers and optical receivers RF materials Photodiode Optical transceivers VSR transponders Passive optical     network (PON) transceivers

Telecommunications

High capacity fiber optic lines Long reach and metro networks Fiber to the premise (FTTx) Very Short Reach (VSR) links     including OC-768, OC-192, OC-48. SONET and SDH networks.

Increased data transmission speeds Increased optical launched power to enable longer     distance reach Lower power consumption Higher bandwidth density

VCSEL components DFB, FP Lasers Photodetector RF devices &     materials VSR Transponders XENPAK, X2, XFP transceivers Parallel optical modules

Data and Storage

High-speed fiber optic networks     and optical links (including Infiniband, Ethernet, Fibre Channel networks). Copper replacement or extention     products in the data center Supercomputing High performance computing     (HPC) systems Storage Area Networks (SAN) Network Attached Storage (NAS)

Increased network capacity Increased data transmission speeds Increased bandwidth Lower power consumption Improved cable management over copper     interconnects Increased transmission distance Lowest cost optical interconnections for     massively parallel muti-     processors

Solar cells and panels RF materials SATCOM subsystems

Satellite communications

Power modules for satellites Satellite to ground     Communication

Radiation tolerance Conversion of more light     to power than silicon Reduced launch costs Increased bandwidth

RF and electronic materials RF and electronic devices Optical transmitters for remoting

Wireless communications

Cellular telephones Pagers PCS handsets Direct broadcast systems PDAs Remoting

Increased network capacity Lower power consumption Reduced network congestion Extended battery life Improved signal to noise performance

HB-LEDs Miniature lamps

Solid-State Lighting

Flat panel displays Solid state lighting Outdoor signage and displays Traffic signal

Lower power consumption Lower temperature operation Longer life

7

The following chart depicts some of our products as well as the application in which our customers use them.

8

EMCORE's Product Lines

Fiber Optics

Over the past several years, communication networks have experienced dramatic growth in data transmission traffic due to worldwide Internet access, e-mail and e-commerce. As Internet content expands to include full motion video on demand (including high definition television or HDTV), multi-channel high quality audio, online video conferencing, image transfer, online gaming and other broadband applications, the delivery of such data will place a greater demand on available bandwidth. The bulk of this traffic is already routed through the optical networking infrastructure used by local and long distance carriers as well as Internet service providers. Optical fiber offers substantially greater bandwidth capacity, is less error prone and is easier to administer than copper wire.

EMCORE's fiber optics group manufactures high-speed optical transmitter modules, receiver modules and transponders utilizing EMCORE's leading-edge VCSEL and PIN photodiode array components for the data communications and telecommunications markets. EMCORE's modules, designed to help solve the data bottle necking problems for distances under 300 meters in central office and point-of-presence environments, provide a cost effective alternative to more costly comparable serial interconnects and are targeted to replace bulky copper cabling solutions. Growing markets that will benefit from these cost-effective short reach products include the 10G Ethernet and HPC or "Super Computing" markets. As summarized in the table below, EMCORE has positioned itself as a component and subsystem manufacture that services a significant portion of the digital and analog communications market. Our main products include short wavelength (850 nm) VCSELs, long wavelength (1310 nm and 1550 nm) DFB and FP lasers, PIN and APD photodetectors and optical subsystems that include transmitters, receivers, transceivers and transponders.

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Short Wavelength (850nm) VCSELs

EMCORE designs, develops and manufactures high-speed VCSELs and PIN photodiode components and subassemblies for the data communications and telecommunications markets. EMCORE offers a complete product line of VCSEL and PIN photodiode solutions, including bare die, packaged components and optical subassemblies for integration into Gigabit Ethernet, Fibre Channel, Infiniband, WDM, ATM systems, and high-speed telecom applications, including VSR OC-192 and high speed optical backplanes.

VCSELs are revolutionary compound semiconductor micro laser diodes that emit light vertically from the surface of a fabricated wafer. They combine the ability of batch process and on-wafer tests like LEDs and the superior electro-optical performance of traditional edge-emitting lasers. In addition, the cylindrical laser beam profile allows an easy and efficient coupling of the light into a multi-mode fiber. The manufacturability for both wafer processing and packaging enables a cost-effective high-bandwidth fiber optic communication solution.

VCSELs have many advantages, including ultra-high modulation rates for advanced information processing, extremely low power consumption, high fiber optic coupling efficiencies, circular output beams and photolithography-defined geometries. EMCORE's strategy is to capitalize on its oxide VCSEL manufacturing platform and expertise, by providing the industry with 1 Gb/s, 2.5 Gb/s, 10 Gb/s (OC-192), and 40 Gb/s (OC-768) solutions through single-channel serial, multi-channel parallel or WDM approaches. Our customers combine VCSEL technology with custom integrated circuits (IC) and system level designs for the final transceiver package. This package usually consists of a VCSEL, detector, a laser driver and various other electronic components all connected via a printed circuit board. This board is environmentally sealed, protected, and configured into the final transceiver product. Leading electronic systems manufacturers are integrating VCSELs into a broad array of end-market applications including Internet access, digital cross-connect telecommunications switches, Infiniband optical bus, fiber optic switching and routing, such as Gigabit Ethernet and storage area networks (SAN).

10

Long Wavelength (1310 nm and 1550 nm) DFB and FP Lasers

Recently, cable operators and traditional telephone service providers have been competing with each other to offer the lowest price for unlimited "triple play" (voice, data and video) communications through one cable. As Multi-System Cable Operators (MSOs) offer "triple play" services over CATV systems, Regional Bell Operating Companies (RBOCs) have responded by offering "triple play" services from the deployment of new FTTx systems.

EMCORE's newly acquired Ortel division designs, develops and manufactures high-speed, long-wavelength edge emitters based on DFB or FP technologies. These lasers are used for longer reach applications in the 2km, 10km, and 40+km distances. These devices are packaged into subsystems and used to transmit CATV or FTTx signals in the forward path from the central office to the subscriber and in the return path back to the central office.

The advantage of the longer wavelength (i.e., 1310 nm, 1490 nm and 1550 nm) and narrow spectral width (in the case of the DFB laser) is the reduced absorption and dispersion in the optical fiber. This results in increased distances between repeaters or amplifiers and saves the service providers in cost of deployment.

Through its Ortel division, EMCORE also manufactures and sells a line of fiber optic Satcom transmitters, subsystems and systems to transport wideband microwave signals between satellite base stations and antenna dishes.

Photodetectors (PIN and APD)

Photodetectors are discrete semiconductor devices that detect light in order to convert an optical signal into an electrical signal. Similar to VCSELs, photodetectors combine the ability of batch processing and on-wafer testing with superior electro-optical performance. The large aperture size readily permits efficient coupling of light from a multi-mode fiber.

EMCORE has successfully developed 850 nm, 1310 nm and 1550 nm photodetectors to cover all speed and distance applications. In addition, 1x4 and 1x12 arrays of 850 nm photodetectors can be incorporated into EMCORE's optical transceiver subsystems. The addition of photodetector products completes our line of optical devices such that EMCORE can supply all internally produced optical devices to our subsystems products that include packaged components, transmitters, receivers, transceivers and transponders.

Optical Subsystems (Transmitters, Receivers, Transceivers and Transponders)

EMCORE's optical subsystems products are built using our internally produced optical devices. By adding more value beyond our optical devices, we can improve marg