Good afternoon and welcome to the Openwave Third Quarter Conference Call. Today's call is being recorded and will be available for replay starting at 5 pm Pacific Time today. For opening remarks and introduction I would like to turn the call over to Mr. Mike Bishop. Please go ahead sir.

Thank you. Good afternoon everyone and thank you for joining us today to discuss the results of Openwave Systems third quarter of fiscal year 2009. Joining me today are Ken Denman, Chief Executive Officer and Karen Willem, Chief Financial Officer. Before we discuss the results for the quarter, I want to remind everyone that we are operating under the rules of Regulation FD. Our third quarter financial results press release was distributed at the close of market today and if you have not yet seen a copy, you can find one at our website at openwave.com. For your convenience, this call is being recorded and will be available for playback from our website for one year. Before we begin, I would like to remind you that any remarks that may be made on this call or in our earnings press release about future expectations, plans or prospects for the company, may constitute forward-looking statements for the purposes of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. The actual results may differ materially from those indicated by the forward-looking statements as a result of various important risk factors. These risk factors include the specific risk factors discussed in the company’s press release that was distributed today and in the company’s filings with the SEC, including but not limited to Openwave’s fiscal 2008 financial results on Form 10-K and any other reports subsequently filed with the SEC. We intend to make several forward-looking statements during this call that are based on management’s current outlook as of today. We do not intend to update these business outlook statements until the release of Openwave’s next quarterly earnings announcement and disclaim any obligation to do so prior to that time. However, we reserve the right to update the outlook for any reason during the quarter. With that, I would like to turn the call to Ken.

Thanks, Mike and good afternoon everyone. With me today is Karen Willem, Openwave’s Chief Financial Officer. Going into this quarter, my priority was to continue preparing the business to navigate the monthly bookings and challenging revenue trends that business is must expect in the current economic climate. We are making good progress on the number of fronts and the business is getting healthier by the week. But given the state of the economy and our customers truncated buying patterns we are not yet delivering the bookings performance that we believe is possible based on our view of market trends and two opportunities we see emerging in our sales pipeline. Revenue was $44.7 million for the quarter and bookings were $37.6 million. Our goal was to have a one-to-one or better book-to-bill ratio, obviously. We were on-track until the end of the quarter, but our customers desire to be financially costs us trumped their absolute need for capacity expansion. In some cases, additional process in financial controls simply timed us out. Since the end of the quarter we closed several deals that we have expected in Q3 so Q4 is also a good start. We continue to tightly manage operations as our reduced expenses demonstrate. Internally, we believe the company is performing well. Karen will cover the financial results for the quarter in greater detail although later in the call. I would like to spend some time offering our view on current market conditions. We are absorbing stronger than expected consumer data demand and our customers network is struggling to support the increase in traffic. We believe the carriers absolutely have to buy capacity soon. And that we are in a great position to be their vendor of choice with scalable carrier class software infrastructure that can keep pace with the…

Thank you, Ken. Good afternoon everyone. Before I begin discussing the numbers, I would like to note that I must otherwise indicated, gross margins expense and earnings related items are reported on a non-GAAP basis, which excludes stock-based compensation, impairments on investments and goodwill, amortization of intangibles, and another acquisition related costs, restructuring expenses, and certain professional expenses. In addition, all comparisons of previous period exclude the client business which we sold in the June quarter of 2008. Please access our financial metric summary, which is available on the Investors Section of www.openwave.com to review Openwave’s historical financial performance excluding discontinued operations. This quarter, the economic headwinds presented us from improving revenue and booking. However, we are operationally well positioned to weather the downturn. Through the recent restructuring including the R&D reorganization, we feel the company is now much more nimble and ready to capitalize on opportunities when the recovery begins. Overall, for the quarter ended March 31, 2009, Openwave posted a GAAP loss of $0.09 per share. On a non-GAAP basis, net profits was breakeven. A reconciliation from GAAP to non-GAAP income or loss can be found on our press release which is posted on our website at www.openwave.com. I will now turn your attention to the detailed results for the March quarter. Revenue for the quarter was $44.7 million, a decrease of $3.4 million or 7.1% quarter-over-quarter and a decrease of $2.3 million or 5% year-over-year. The decrease was primarily attributable to lower than forecast year-to-date bookings. License revenue was $16.7 million, up $2.8 million or 20.5% sequentially, which comprised 37.4% of total revenue. This is primarily attributable to service management license revenue recognized on a contract with a major North American carrier. Maintenance and support revenue was $15.4 million, down $500,000 or 3.1% sequentially and comprised 34.5%…

(Operator instructions) I would like to take a question from Matthew Hoffman with Cowen and Company. Matthew Hoffman – Cowen and Company: Yes hi, hope you can hear me alright I am on one the related cell network.

We can hear you fine, Matt. Matthew Hoffman – Cowen and Company: Good. Ken we talk about the settlement and a bit down to stretch. And he didn’t close much business maybe as you would have hoped in March. Can you talk about actually what’s happened in April the small deals and continuing the capacity buys is that a commentary on April too or has that the condition of the market changed from March to April? Thanks.

It wasn’t intended to be as much as a comment on April was it to indicate that I don’t think we are kidding ourselves in terms of the task that we had closed deals in the end of the quarter. I think we had minus 5 what we didn’t have great calibration on the changed environment probably didn’t give enough credit to the fact that approval it's harder the get and the processes have changed. And it wasn't a matter of so much of folks sitting on their hands as much as even internally. Even our customers didn’t sort of understand their own internal processes in the new way to get things done. We had people that looked from behind and gave us all the right signals in terms of their expectations that we would close the deal within the certain timeframe. And much to our (inaudible) it didn’t get done, so this is one of those cases. I think in the business we only used to people talking about deals slipping quarter in and quarter out and then its 10,000 the next quarter the proof of the putting is we end up trying to close those same deals in the subsequent quarter. What we were trying to point out that we saw deals that fell over have actually closed and so that’s really the punch of line. I don’t think that April effect I wouldn’t say it's long-term up tick in the general environment. It's just deals that we had positioned but they didn’t fall in the quarter. We kept pushing. We got them done and that’s really more of a statement about what should we have in last quarter. Matthew Hoffman – Cowen and Company: Okay. So you broke out the three Integra deals and I think that was up from one last quarter, if my notes are correct here and I need a break out new versus old or on the billing side but it sounds like maybe new product are responsible for little larger percentage billing to spend around, is that true?

I wouldn’t characterize that as a percentage of billing, but I will say this, we are feeling good traction and good engagement around Integra in general and the enablers. So the capability that we have been describing around the suite is really beginning to resonate and it's not an accident, because if you look at the messages that I was hammering on and we have the business and we are talking about having the 360 degree view of the user in an environment where demand is coming at you so hard. That analytics view is really something the market is resonating with. And then we have been able to get a lot of time with customers as we talk about what we can do now from the standpoint of our accelerator offering. So, even in base of our announcement of course, we were sharing with customers some of our preliminary data resulted talking about what we can do. Those two things are causing us to get a lot of time, a lot of phase time with customers. A lot of questions are being asked. We are packaging with this thought more of our services capability because customers want help with how they can actually get full use of the operating. So, in general the pipeline I have said before continues to be in bias. Our pipeline is growing and it's growing because the fabric is resonating, the value is fabric is resonating with marketplace. Now we just have to getting to pull the trigger more frequently and in larger number. We remain hopeful. Matthew Hoffman – Cowen and Company: Alright. Last question from me on cash flow here. Cash flows are positive. I heard you had a legal settlement in there but it wasn't positive without. You also pulled down your DSOs pretty sharply here, is that obviously helped cash flow. What sustainability that DSO trend that is impacted on cash flow here. Can it come down any lower or they are going to what are the trends there you see on the cash flow side. Thanks.

Thanks, Matt. First of all, the DSOs weren't usually low. We had a tremendous collection quarters like the $55 million. We actually had a customer pay early which this was a further unexpected surprise. So, we actually pulled in some of our collections from Q4. So, the cash flow was better than expected and I think you have to look at the second half as a whole to really look at our cash flow, because I still expect for the second half that we will be cash flow breakeven to slightly positive but you have to look at the whole, that was unusual and are still targeting 90 days as our target. Because we have a large number of international customers who absolutely are not in a 30 to 45 days, they are in 120, the 90 is still the right target. Matthew Hoffman – Cowen and Company: Great. Thank you, guys.

Thanks.

Our next question comes from Mike Abramsky with RBC Capital Markets. Mike Abramsky – RBC Capital Markets: Thanks very much. I just really trying to get a handle on I think sort of near-term and where you see the turn coming or whether you think this buying behavior, what visibility do you have to the change this PO or buying behavior that is as you pulled at the new kind of environment for getting approval that focus on patches as appose to updating infrastructure. For example, you talked about the slip deals that are now closed. Are you suggesting that, that may lead to a quarter-on-quarter improvement or is it offset by market deterioration or continuation of the delay or deform [ph] in buying behavior you talked about. And you talked about, that they are going to run in a capacity constraints, what visibility you have. So just, just give us, I appreciate that you are facing these kind of near-term. Where do you see that the buying behavior changing or the demand behavior changing given what you say they are running in to. And what visibility do you feel you do or don't have to when that turn might come?

First of all I would there are several question in that and I want to figure out which I want to attack first. The environment, I expect this environment to remain the same, and I think what we are all trying to do is learn how to operate in the new environment against the new rules. And both in terms of our operator decision maker, partner side and our side we need to recalibrate our project process so that I can actually or that we can actually have a good calibration on when should the deal actually close given their approval process. So, we are still getting calibrated on that. But we will figure that out, its just a new set of rules and on both side we will figure out what the new set of rules are and prepone our work a little bit better. So, given the rest of the quarter, and I think everybody will be recalibrated. I don’t think the rules are going to change dramatically until the full panic sets in. So what do I mean by that. May be this is the answer to your first question Mike. We believe our (inaudible) around capacity constraints and coming title wave. Eventually something's going to break here and as I alluded I think that we are headed to a point where operators will loose the discretion, the ability to have discretion. They will have to make decisions, they will have to sign PO's because we are just, we get into the red heading towards peg. I can't and I shouldn’t try to forecast that perfectly but I think that time is coming. And at that point I think we will start to see appeals cranking out on a more regular basis. There still may be byte…

Well if you think about our historically seasonality that we have seen in the business. Quarter four has historically been a stronger quarter for us. We certainly hope that hold. And beyond that, then we look at the back half of the year. That the Q1 typically a weaker quarter, Europe goes on vacation, well large part of the world as we kind of loose a month or two in there and then things pickup. I think in large the seasonal trend would seem to hold. And the real question here that we all want to know the answer to is this that, does the wave hitting the beach here in the back half of the year or not. We have positioned this business to be able to operate on a lower OpEx per rate as you describe because we want to make sure that we get across the chasm here without hurting any substantial cash as we wait and then take advantage of the leverage. I would point out that operators are really trying to avoid OpEx and CapEx doesn’t seem to be as sensitive an issue is what we became, we are even seeing some requirements or ask that we kind of restructure our pattern, repackage our deals to take more advantage of CapEx. Along with an answer, I apologize for that Mike, I can't give you the perfect answer on visibility, we certainly hope that we have seen in the back half of this year, where we have set the stage for the business to operate on a longer period of time on a breakeven or better base if it doesn't but that’s kind of what we are hoping for. Mike Abramsky – RBC Capital Markets: AT&T revenue doubled, did they sign a license agreement or what was driving that?

Yes. In the quarter we recognized revenue. That’s the recognized revenue in a quarter for AT&T and a large chunk of it was licensed. Mike Abramsky – RBC Capital Markets: So this was this was already pre-contracted revenue that was recognized through the commencement of certain milestone.

Yes. With the license part it's usually based on shipment, services and maintenance in there too. Yes there was a large chunk of licenses quarter for them. Mike Abramsky – RBC Capital Markets: Okay. And how much do you think you are the more of kind of mobile infrastructure category for carrier spend is being constrained like this versus other things that the carriers are spending on?

Out there, operators are batting down the hatches everywhere. I think this is actually one of the areas where POs are still getting written, even though they are on a slightly lower basis. But we really feel some building tension. We feel building tension and again, we don’t want to get that over keys too far here, but kind of the underlying theme is we think that this is an area that operators are going to have to commit at some level and sign contracts and sign POs and so well a lot of areas will be batting in down within the operator infrastructure particularly anything around OpEx. This is one area that will be prioritized from a CapEx and otherwise, so. I think we are going to see this area eventually top. Mike Abramsky – RBC Capital Markets: Alright. Well, thank you very much.

Thank you.

Our next question comes from Tom Roderick with Thomas Weisel. Tom Roderick – Thomas Weisel: Hi guys. Thanks and good afternoon. And so it seems like you are seeing a therapeutic demand from the environment out there from the capacity purchase environment, to what extent so when you talk about the pipeline growing here, to what extent are new products, next generation products responsible for the pipeline growing as oppose to installed products where more capacity is simply needed from the customer? And to the extent that some of these new next-gen products are responsible? Can you outline, outside of Integra, which ones are driving the pipeline growth? Thanks.

First of all, certainly I want to say that Integra is driving a lot of pipeline growth and service enablers associated with Integra. So, I know you know the story well, but if you follow the promise that’s made overtime that we would have additional service enablers that would make it even more compelling for customers to move in that direction. And sure we have some instances where people are trying to eke out more capacity other than correct MAG install base. And, yes, we are delivering some of that, but in many cases, that MAG is often times an upgrade to the equivalent or compatible MAG platform that will allow them to take an integral plug-in. So, I would say Integra is a significant driver there. We are seeing some good tractions in a couple of areas around the messaging platform, we should do more on directory. But new versions of the older products are selling well. So, it's kind of hard to define new versus old because the way we architect that this transition was such that, Integra was a backward compatible plug-in that would not only make use of the existing fabric the customers have purchased from us, but also allow them to get a better form factor for walking forward and more efficiency for walking forward so I will stop here. Tom Roderick – Thomas Weisel: Okay. Great. And thinking about the gateway environment and the prospects for Integra going forward. Can you talk a little bit about the pricing pressure that you might or maybe not be seeing from competitors out there? I noticed historically that's been a market where pricing pressure always exist. And in a tougher economic environment to what extent is that playing the equation and maybe could you just kind reflect on the pricing pressure you see in environment as well? Thanks.

Yes, so broadly with regard to pricing and pressure it is a competitive market out there. We have to do a great job of positioning our value proposition and making sure that we don’t fringe from the back we are building great and delivering great value. The place where we have seen some pressure recently and we have to make sure that we are adhering to good solid principals in any software industry is on the maintenance side and other places where people are trying to drive for discount. And quite frankly if you got a great product that it's inserted and is working well, that's not a place where you want to give discussion in the field to do things that are not very bright. So, we working on building discipline in our processes and avoiding discussions where there shouldn’t be discussion because that's one area that I have observed that we cost ourselves the money where it really shouldn’t. There will be competitive pressure for sure going forward. Having said that we have got to hold our ground and at the same time from a Carl's [ph] perspective really look at our architecture and look at how we engineered our products for opportunities to reduce our cost which is another way you hold margin. So, we have done enough and we will do more on both the platforms that we sit on and databases that we work on all of those things. Third parties that we integrate more structured approach to doing our fees and working all part of the value chain to keep our cost walking down, so that's the other strategy for maintaining our margins which is certainly my goal. Tom Roderick – Thomas Weisel: Okay. Great detail. Thank you.

We will now take a question from Scott Sutherland from Wedbush Morgan Securities. Scott Sutherland – Wedbush Morgan Securities: Hi, Wedbush Morgan. Thanks and good afternoon guys.

We know who you are? Scott Sutherland – Wedbush Morgan Securities:

You articulated well a general thought looking out going forward; I can't say that we are still good that we turn that quarter as quickly as this, so most of this was timing. Scott Sutherland – Wedbush Morgan Securities:

Well, one of the things I often get some puts and push from folks saying is worried about having the level of concentration. I would tell you we are working on expanding our customer base around the world. Having said that I feel really good about having the pleasures there some great comp here operators, who are seeing by virtue of the business that we are doing whether you are going to play. They are seeing great growth and so that’s a good thing. And I have said throughout this call, I think they are going to see even more growth. So, from that prospective I think it's sustainable that we will continue to sign contract and POs with those customers. Which makes the challenge of rolling around the world that much greater but also recognize a magnitude of the swing quarter-to-quarter. Some of this can be just be attributed to the lumpiness of when one of the large players. We quote through license from one of the large player. This time it was more like 25% last quarter and then jumps to 50%. So, I don’t think that level is certainly I am not implying that level is going to be sustainable but I think we will continue to have a very solid amount of business from those folks from what we see today. Scott Sutherland – Wedbush Morgan Securities: I guess what you are saying this jumps in AT&T from my mind check I heard you did get an insertion there displacement of competitor, were they buying the products in a couple of quarters of capacity or just to get in four quarters, so like this $15 million could they come back in a couple of quarters and be recurring of this magnitude?

I can't talk specifically to this specific customer and that wouldn’t be appropriate at all. What I will say and I don’t think if you look at all of the industry numbers these two customers their volume is growing and if we productively if we believe anything about what I have described in terms of the mobile data, the characteristics of mobile data and it’s impact on the industry, I think carriers around the world, they are going to continue to buy some of hitting the bullet and started the process earlier than others but I do think all the operators around the world are going to have to buy more capacity to fit their mobile data multimedia fabric up and running. Scott Sutherland – Wedbush Morgan Securities: Just couple of questions. A change in product categories like moving locations to the gateway side, and it looks like gateway has been holding up here last year the messaging and location parts have been just the trends in stocking over the last two years. Do you think there is a market or you guys are if I one of the market to grow further so do you think by integrating these silos into the gateway that you can get those products have started. Ken Denman From my perspective I am thinking about I think we will continue to have opportunity as locations around the world and we see some other opportunities on the horizon beyond the incumbency that we have. And overtime the EU (inaudible). So there will opportunity there in the emergency side. What we are focused on with location is on the commercial side is the thought that we have a unique advantage given that we have the IP that we have. I really believe that we can overlay on service mediation and service management platform and the messaging platform along with analytics because the game is changing. So, I am not really focused as much on net new standalone licensees there as I am in terms of emboldening our core platforms and having a value-added advantage as a way to help us maintain our pricing at current levels or better and help us maintain our margins. So, it’s not so much about kick starting the location line as an example as much as it is about emboldening our position in the search management side and the messaging side and getting more traction in those two other lines. Scott Sutherland – Wedbush Morgan Securities: Okay, lastly you mentioned catching up some deals at the start of this quarter on the bookings side, few quarters you were pretty good from a (inaudible). Any commitments to get inclusive with build line or is that after this point in this quarter you are going to holding up on that?

Well I think I said early on that this quarter is typically a seasonally strong quarter and sure I mean if we don’t get close to that this quarter, we will be pretty disappointed based on the trends that we have seen recently. So, we are not making any commitments and we certainly are not making any forecasts but that’s a challenge. Clearly we want to be a growth business so we are driving hard and whether we get there or not we will talk to you next quarter but our goal is to be a growth business and I am certainly not even focused on quarter four when I answer this question I am focused on really the back-half of the year and going forward back-half of the calendar year. Scott Sutherland – Wedbush Morgan Securities: Well that’s a great answer anyway. Thanks a lot.

Thanks, Scott.

And we have time for one more question and that question comes from Jeremy Cowan [ph] from Morningstar. Jeremy Cowan – Morningstar: Sorry no questions.

Okay, operator does that end the queue.

That will be.

Alright thanks very much. Ladies and gentlemen thanks very much for participating on today’s call. We appreciate your continued support of Openwave and I look forward to speaking with you again soon. Take care, have a great evening.

This concludes today’s presentation. Thank you for your participation.