Good day, ladies and gentlemen and welcome to the JDSU Fiscal 2008 Third Quarter Earnings Conference Call. My name is Karen and I will be your coordinator for today. At this time all participants are in listen-only mode. We will be facilitating a question-and-answer session towards the end of this conference. [Operator Instructions]. I would now like to turn the presentation over to your host for today's call Miss. Michelle Levine, Director of Investor Relations. Please proceed.

Thank you operator and welcome to the JDSU fiscal 2008 third quarter financial results conference call. Joining me on the calls today are Kevin Kennedy, Chief Executive Officer and Dave Vellequette, Chief Financial Officer. I would like to remind you that this call is likely to include forward-looking statements about the future financial performance of the Company. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from management's current expectation. We encourage you to look at the Company's most recent filings with the SEC, particularly the risk factor section of our report on Form 10-Q filed, February 7, 2008. The forward-looking statements including guidance provided during this call are valid only as of today's date April 30th, 2008 and JDSU undertakes no obligation to update these statements as we move through the quarter. Please note that all numbers are non-GAAP, unless otherwise stated. A detailed reconciliation of these non-GAAP results to our GAAP results, as well as a discussion of their usefulness and limitation is included in today's news release, announcing our results available on our website at www.jdsu.com. Finally, and as a reminder, this call is being recorded and will be available for replay in the Investor portion of our website, at www.jdsu.com/investors. I would now like turn the call over to Kevin.

Thanks, Michelle. Good afternoon. JDSU's fiscal Q3 results reflect continued year-over-year momentum in proving our financial model as well as evidence of the need for further work ahead to operate within the desired sustainable long-term financial targets. The summary of JDSU's fiscal third quarter 2008 non-GAAP results are as follows. Revenues for fiscal Q3 were $384.2 million and that's the lower end of our stated guidance range, mainly due to the impact of several large customers slowing purchases in the Test & Measurement segment. The decline in revenue consequently resulted in operating margins at the low end of our guidance at 4.1%. On a sequential basis the seasonal decline in revenue was 3.8% for the company. On a year-over-year basis, revenues for fiscal Q3 2008 grew 6.2%, when compared to fiscal Q3 2007. Year-to-date fiscal 2008 revenues of $1.14 billion have grown 9% compared to the same period in fiscal 2007. Test & Measurement represented 44% of total revenue, Optical Communications 35%, Advanced Optical Technologies 15% and Laser 6%. Gross margins for the quarter were 42.6%, down from 46.2% in fiscal Q2 and up from 37.6% in fiscal Q3 'O7. The sequential decline is mainly due to the mix between the segment and the product mix within the segment. Year-over-year all four businesses improved their gross margins. Operating margins for the quarter of 4.1% was up from less than 1% for the year ago period. All four business segments showed positive operating margins this quarter. JDSU's adjusted EBITDA as a percentage of revenue was 8.4%, compared to 4.9% for the year ago period. The company delivered non-GAAP net earnings per share of $0.14 for fiscal Q3 'O8, more than double that in fiscal Q3 'O7 at $0.06. The company was free cash flow positive for the fifth quarter in a…

Thank you Kevin. Before I start please note that all numbers are non-GAAP unless I state otherwise. Third quarter revenue of $384.2 million which included revenue from our Westover Scientific and ABNH acquisitions was down 3.8% from our seasonally strong second quarter and at the lower end of our stated range, primarily due to order push outs from several of our test to measurement customers. On a year-over-year basis, third quarter revenue grew 6.2% when compared to the third quarter of fiscal 2007, this growth was driven by the optical communication and ALT segments. On a year-to-date basis, fiscal 2008 revenues of $1.14 billion or 9% when compared to the same nine month period for fiscal 2007. This revenue growth was primarily in the context in ALT segment. Third quarter gross profits of $163.5 million or 42.6% of revenue was down from the previous quarters seasonally high gross margin of 46.3% in up from the Q3 2007 gross margin of 37.6%. On a year-over-year basis, gross margin improved in each segment. Operating expense for the quarter of 147.6 million or 38.4% of revenue including expenses associated with the acquisitions of ABNH and Westover scientific in temporary expenses associated with both our change management initiatives in our ERP upgrade activities. These temporary costs in total represented approximately. Our operating income for the quarter increased to $15.9 million or 4.1% of revenue versus fiscal Q3 2007 operating income of $3.3 million with less than 1% of revenue. Net income for the quarter increased to $31.2 million of $0.14 per share when compared to fiscal Q3 2007 net income of $12.3 million of $0.06 per share. Net income for the quarter was favorably impacted by the release at the international [indiscernible]. Adjusted EBITDA for the third quarter was $32.3 million or 8.4% of…

We are ready to begin the Q&A. Question And Answer

[Operator Instructions]. And your first question comes from the line of Ehud Gelblum with JP Morgan. Please proceed.

Hi, how are you. Thank you. Can you hear me?

Yes hello.

Hi, Ehud.

Hey, great thanks. Couple of questions. First of all couple of housekeeping and then to some more things about some of serious issues going on. Did tax issue, Dave you said there was a release of the European provision. How large was that, how much did that impact if we would have backed that out?

Yes, Ehud, it wasn't European. I didn't say European I said international and it was basically a statue of limitations as far as how far the legal authority could go back from an audit and the benefit was about $7 million.

Okay. And that obviously so that's one time in nature and that will continue from there.

That's correct.

Okay on ABNH given the information you gave about growth in ALT would have been 12% without it. We are coming up with that ABNH was little less than $5 million this quarter. Is that that right now for some in run rate we should be expecting going forward?

That is the correct math remember we closed the deal in the middle of February, it was a public company. And so it was running I believe slightly over $8 million per quarter level historically. Well that's reference I give you.

Okay so the 5 million is consistent with 8 million if you take in the gap of timing or where there some loss in the acquisition.

Its reasonable relationship.

Okay. And then with the operating margin on that business any higher than your standard ALT?

No.

Okay, appreciate it. Another little more strategic question just understand a little bit more about what happened in customers [ph] measurement with respect to the I guess push outs [indiscernible]. At what point did the ...if you can comment a little bit on the linearity in the quarter and at what point you realize this much as for happening and you mentioned that you had generally seen more $100,000 plus deals some million dollar plus deals and now you're seeing more million dollar plus. Does that mean given that the total revenue isn't going up right now sequentially, does that mean you have fewer customers than you had before because...and fewer and larger customers?

Let me give you sort of a background. The first that note Ehud is when we brought the contest team it was a $90 to $100 million core of business. And I think the average deal size was between $102,000 $100,000 and you may have $1 million or $2 million or $3 million orders. Of course in general we have about doubled the size of the business in the two and half years that we have had it and what we have noticed is that the percentage of and Dave will probably correct me if will take a look Dave give you the numbers. But we monitor two things number of deals over $0.5 million have actually changed quite dramatically just in the nine months and in this particular quarter the number of deals over $1 million will probably be measured in tens of deals as opposed to if you go back to two and half years ago 1 or 2. So what we are seeing is that as we have grown our test of measurement is actually becoming more relevant deal sizes are getting bigger. All those are very good things. The other side of that however is that larger deals usually have more signoffs they take longer to get across the goal line and of course in this particular quarter as we have been very clear budgets get released late in the quarter and so it is very backend loaded. Basically its either going to happen to you in March and then you are got to figure out if you can ship it or not. So on one hand I think it's a growing pain and a positive that we do have larger deals that's been happening to us gradually but with I would say in the last nine months this is the toughest quarter for visibility it is about budgets being released and it is all about what actually falls in the month of March. Dave do you have some numbers on at $0.50 million mark what's changed.

Yes, what we look back three quarters we are doing less than 20% our deals were $0.50 million or larger and in the most recent quarter we have slightly over 30% of our CommTest deals greater than $500,000.

So at a strategic level, Ehud, I think this is a good thing on the practical execution side of it. It makes the quarters more volatile if you will especially if you have budgets that only get release two-thirds away into the quarter.

Yes, and the thing that slipped out, what point did you realize that it slipped out will you give any indication as to why or whether it be recovered next quarter?

I think you know if I took the big deals in general which I'll argue as on the many attempts we probably closed over two-thirds of what we thought we were chasing. In the cases of the ones that impact revenues for the quarter. We had one that was signed off in the late weeks of March. We signed it... it was going through the signoff at one level. The final signature cut that level and we were told they will take ship and floor in this particular quarter was reduced yet again. So that's just one example of the dynamic that occurs in the last weeks of the quarter.

Thank you very much.

Next question please?

Your next question comes from the line of Paras Bhargava with BMO. Please proceed.

Good afternoon gentlemen. On the CommTest side are you happy with the capacity that your at, have you done any... picking up that you might have called some activities and maybe reduced the size of the workforce. I am just wondering you know first of all is that going on and is that just sort of normal stuff or is there something structural that you are trying to change?

Yes, Paras I think at from a headcount level and number one we think this business is going to continue to grow in scale and become $1 billion business and will grow accordingly. I would say that as I mentioned to you before the... where the headcount exist was probably not where I think the headcount needs to be in the future we have probably more G&A dispersed in regional offices then as required. We probably have different choices to make in terms of what our manufacturing structure looks like and where R&D is located and so forth and so on. So I think we are making, we are going through a set of change management decisions that puts and concentrates more and more of our account in the place for us that's go in the future. But it's not dissatisfaction with the structure per say.

And it's not related to the potential slow down because when the kind of growth you had that's not in the last year or so. It's not hard to imagine that you might have added more people then they be needed and now you are pulling back a little bit?

I'd say most of our structural changes are predicated upon where we think the headcount needs to be... of course a lot of this you have to get to systems put in place. I will say that we are actually and I hope I have been explicit by this. When I look at the size or the size of the funnel or opportunity that we are pursuing and we are happy that we are pursuing that... the downside is that we didn't bring in as much of that funnel into this quarter as we had hoped.

Well, it's going to happen any quarter. But I am just trying to sense of this structural changes now on the cable side or cable revenues actually down in that cable customer segment year-over-year in this quarter. Would you measure it that way?

We, I don't know the answer to that on the call... I am going to see if Dave does.

Yeah, they were... if you recall about a year-ago there is cable customers were in a investment mode in and they have been reducing their level of investment over the last four quarters and so we hit a constant level. But compared to a year ago its at a different level of investment.

So, when you are talking about the longer terms 6% to 12% growth rate which sounds reasonable for that market that would assume cable customers would give back a little more or would they be at this level?

I think it looks that all the puts and takes of growth in Asia, Latin Americas and its just our belief here we have products what we think each product growth rate is going to deliver us.

Okay and then one housekeeping. What was the share count at the end of the quarter it looks like ABH happened a little bit later and average share count was little low I am just wondering what the average share count would be next quarter?

The average share count will go about 5 million to 6 million shares, because you are right because ABH is portions go the quarter.

Okay, Thanks a lot gentlemen.

Thanks Paras.

And your next question comes from the line of Cobb Sadler with Deutsche Bank. Please proceed.

Thanks a lot I have a question on you talked about pricing with the last visit may be little more aggressive. It has been in the past was that you kind of talked about it like might be one time in nature was that primarily on durable laser side, or was it kind of cross the board?

What we have said in the prepared comments Cobb is it was customer related. I would say that tunable is one of the areas that will generally has higher ASP tension. Whether I can specifically correlate those two statements for you right now I don't have knowledge on the call. But for us the basically delivered by 2 customers or several customers you would also be correct that it is aggressive in the tunable space as well.

Okay, and on just overall revenue growth in the quarter was legacy can you tell us the legacy type components I mean are you seeing some tightness even there or was it really just your high growth items the kind of for the quarter up 5%.

I don't think we had an unusual circumstances in terms of legacy confluence and they somewhat of a legacy components we saw slower growth in. Which is one of the reasons which I mentioned and some of our internal factories or higher overhead under absorption. But I... where the market is higher we are there is a lot of competitions on the new areas to tunable is certain one of them.

Okay and I think you talked about extending ROADM capacity and if my guess is that you get to carry this to deploy via an OEM your ROADM late this year probably early next year if you... what kind of impact do you think that I have on the overall ROADM business and what's your current market share?

I'll leave to others to... to let us what our market share is I would say that there was point in time when we felt that we would drop below 50% just because more people will get in to the market I am less fearful of that today than I was and you are correct that the nature of what we have just experienced is one or two network equipment manufacturers coming in and asking us to very quickly increase volumes like 100% in a very short period of time. So that's why the supply constraints is more about opportunity than it is any other challenge.

And last question...

Next question please.

Okay thanks.

And your next question comes from the line of Ajit Pai with Thomas Weisel and Partners. Please proceed.

Yes, good afternoon.

Hi.

Just few quick questions the first one is, how would you prioritize the uses of cash over the next twelve months in terms of further investments potential buybacks and acquisitions?

Yes, the board reviews our priority scheme each quarter Ajit I think we've mentioned that before that the top priority although has been a dwindling need has been to support restructuring and something that's new but is high priority is the investments we are making at Oracle and infrastructure improvements. So that... that has not been something that what historically on our priority scheme, but it has come up as we entered this calendar year. After that we've tended to be focused on combination of M&A for advancing the business model and paying back some of the debts That we didn't have a single impulse function we want latter that in over time. We have continue to ask the questions about buyback or other and ultimately it's a debate on what we think is a best use of cash at any point time, so I can't tell you where the board will move the needle next but I can't tell you it's a quarterly debate.

But the big investment in order to have behind... so what is the quarterly run rate right now as far as that grows and great to see it going through for the next four quarter?

The Oracle investment is not very behind thus we actually just started and Dave maybe you can provide some more color on that.

Yes, in the last call we talked about the investment being a $25 million to $35 million investment that all happens throughout the calendar quarter we started it, we just started in the early February timeframe and as I noted on the call that this quarter was in fact have a full quarter impact from that investment and will be using our cash to buy whatever equipment we need in consulting services that you some of those of which way cap rise etcetera. So its probably its collide to full run rate level in this quarter.

Got it and then we need just [indiscernible] optical communications component s business., right now you have talked about in expecting to get some benefits over them the costs side but from a pricing environment I think initially your comments you said that this quarter was down more than it usually has been in skeptically mentioned that to deal with specific customers. What gives you the confidence that is going to change and its kind sort of resume its normal projecting for the rest of this year and beyond?

I think its was probably two or three thing here is just wanted is that we've got about 17 quarters which stayed in the balance of 2% to 4% and so there is a benefit of longevity, longitudinal analysis of numbers. The second is that generally this kind of thing becomes a bit less intensive the market you pick you so well. We're in capacity to discussions you tend that have on those class of products a bit less conversation income pricing. The market continues to will aggressively and as I noted to you we have multiple product lines it had double-digit quarter-on-quarter growth. I think it will be self feeling a bit. We are going to pay attention to every quarter, we've got aggressive costs reduction plans. I think there is a longitudinal view that is long and there is a reality that demand side is favorable especially on the new products. Hope that helps.

Yes, got it, thank you.

And your next question comes from the line of Jeff Evenson with Sanford Bernstein. Please proceed.

Couple of question related to your guidance just wondering if you could give us a little bit o f color on the componenetso0f your interest and other income and how we should think about modeling that over the remainder of the calendar year given what looks like a lower interest environment.

Yes, so the... I look at that as a basically we have it's a spite of 1 million delta quarter-over-quarter other than its item I noted where we expect to have over 50 million come in during the fourth quarter.

And the 1 million delta is from how you model your interest your affected interest rate changing over the year.

Yeah its interest rate.

Okay good thanks now ramekins comments I that about 94% of your revenue for the quarter had a book to build greater than 1 and that in the upcoming quarter you'll receive the full benefits of your recent acquisitions yet your revenue guidance sequentially is minus 1% plus 5% growth and I am wondering if you could just give us a little bit more color on how you got there?

Well Jeff I think you see that we called specifically that lasers had 6% of the revenue of then company and that was the one that had the book to build below 1 so mentioned that in terms of guidance its very simple we don't start with what we think people want ton hear, we start with what we know to be true we do a bottoms up roll up Dave and I take a look at how the teams are executing what other risk factors exists and then we come up with a number so I think if we came in to the mid range of that we'd actually be guiding up, but fundamentally we think we've captured what we think the down side risk is at the low end and what the path and is possible they other.

I think that's really the does it. And to the same process we have used for a while so sought you have tell you.

Okay great thanks. Calling yesterday and its mentioned that they had seen some slowdown in the actual deployment of fiber at the home In a couple of places in Europe given that EU has said its final decision date for a competitive access regulations for October have you noticed anything on this and would you expect an uptake after the EU makes its final decision?

Could be I don't think we have seen it as a factor in the line of businesses that we have I will tell you what we have seen Jeff is that our sense of momentum differs by virtue of whether an operator has pretty competitive cash flows of at a moment in time or does so we haven't actually seen a psychological pull back you feel sorry to tell that from the feedback I have provided on the optical comm side but in terms of operators making choices specially if they are more discretionary if they have good cash flows right now they tend to be moving with their build out if they are among some of the ones that have lesser cash flows they are more cautionary with how they spend the money in the quarter. Hope that helps?

It does thank you.

Next question please.

Your next question comes from the line Todd Koffman with Raymond James. Please proceed.

Thank you in response to a earlier question with regard to the slowdown or weakness in test of measurement you were talking about these larger size deals and then you said some of the deals were signed and then they got reduced in size but in your prepared comments it sound like you thought some of those larger deals got pushed out or they pushed were they actually just captured at a smaller dollar value.

We had both the one the specific example that I mentioned to you was what was were it was signed off to another level of approval and the size that was reduced and the amount that was approved for shipmen in the quarter was reduced yet again we also have several other deals that would pushed in to this quarter and we're pursuing them so both cases are occurred.

And just allow up on that Test and Measurement business I want to ask are you in a process or are you going to be clear the work force in that business you talked about some transition this year?

We have and will continue to make adjustments in the work force depending upon the needs by function whether we feel like the sales force is sized right as we move from our direct versus in direct models in different regions so we are going to continue but I do not think if some thing that move the needle of the business Dave.

Right I want the other part to also moving some of the shared services support for that group in to more of a regional hubbing model or traditionally that business had the shared services support located in each office. These are the normal steps you take as... as you would go and look for opportunity to reduce the complexity with in the model.

So is this movement to the regional hubbing what you are referring to when you talked about some transitional risks?

There would be one of several yes.

Next question please.

Your next question comes from the line of Paul Bonenfant with Morgan Keegan. Please proceed.

Yes hi thank you Kevin in the past I think you have talked about CommTest having a revenue pattern with a peak nadir within a range of 1.1 to 1.3 and assuming that this quarter has nadir, do you expect some of this or do you have some other expectations for this calendar year?

Yes, several comments. You are right that when we first brought the asset and for the first probably 12 to 15 months 1.1 to 1.2 was the ratio or were the ratios. The nadir actually moved around in terms of which quarter we found it in. More recently and probably just back about two quarters or so though we adjusted that ratio to a range of 1.1 to 1.2 and as far as I can tell you know that ratio is still operative.

Okay and in this quarters results you get any sense in the fourth quarter budget flush resulted in the build up of inventory and any of your customers in CommTest?

No I have no... you know the nature of this business fall is that people wait till they actually need it. They give you a very short period of time to ship it. If you don't ship it they will either buy it from somebody else or they will just put it off for a period of time so not the kind of thing that... it is not a strategic asset that people would stock pile for a long time.

And I understand that there is more in the context of the user to reader spend that you might see typically with a service provider in the fourth quarter going back to something that you said I believe in the prepared remarks I wanted to make sure I heard correctly. Did you say that within optical communication some of your North American customers some of the larger ones were actually flat sequentially suggest that build that the business held up there.

I think the comment that we made within CommTest if you look at the very largest service providers that we so to, the actual revenue that we got from Q2 to Q3 were flat.

Next question please.

And your next question comes from the line of Sam Dubinsky with Oppenheimer company. Please proceed.

Hi guys a couple of quick question on the components side I enterprises weak a question one can just summaries what segment of enterprise that was that a store transceiver or was it a was it broad based, give some more color and then I have a couple of follow ups

I think the storage for sure would be I don't know I would say legacy products more generally Probably would be true I don't how to give you any more insight on that at the moment.

Our and then on telecom side it seems like you guys are capacity constrained, when in lead times starts stretching in this business and I guess what are lee times to that I guess is visibility improving over the coming quarters and we customers start taking inventory

Yes, of our present into build inventory if they can given the products to build that up and secondly say that we the kind of capacity that we have to rebuild is large last year training people in the existing facility that we have as well as Probably more at test station, so it is the kind of thing that begins to come on fairly linearly and end roof summer There will... be a lot of relief month by month.

We need to go to the next question.

And your final question comes from the line of Patrick Calagary [ph] from Piper Jaffray. Please proceed.

Hey guys thanks for squeezing me in there, more question on the component side equivalent you mentioned telecom are strong and data communication may be along the weaker side you talk a little about how you see this moving into the June quarter with respect to I know you have got some capacity constrains but that you see telecom continuing on that stress.

Yes, Patrick [ph] I'll come back to say that most generally we don't have a huge amount of visibility it is certainly measured in upward 6 weeks as an as our lead times have come down I think that's true. I would say that on those things that whether our constraints we have better visibility and I would say the level of engagement between the network equipment manufacturers and supplier such as ourselves on getting our supply chains integrated with each other, has been good. So people are spending time on the right things. So I don't see right now I don't have any indication to suggest that the business is going to make a change, but it is, its been running good for four quarters, is the real message, okay.

There are no additional questions at this time. Thank you for your participation in today's conference. This concludes the presentation and you may now disconnect. Good day.