Thank you, Lee Shano. Good morning and thank you all for joining us given the short notice and the move of our Earnings Release to this morning. First we will be doing two things on the call today, the merger announcement with Andrew and then also our Second Quarter Earnings Results, then we will open the call for questions. Bob Switz, ADC’s President and CEO and Ralph Faison, Andrew’s President and CEO, as well as Gokul Hemmady, ADC’s CFO are with me today. Before we get started I have a number of legal items I need to address. First, I need to caution you that today’s conference call contains forward-looking statements and that the future events and results could differ materially from the forward-looking statements made today. Actual results may be effected by many important factors, including risks and uncertainties identified in the press release announcing the proposed transaction as well as risks and uncertainties identified in our earnings release, and in the risk factors items included in Item 1A of ADC’s annual report on Form 10-k for the fiscal year ended October 31st 2005, as well as may be updated in item 1A of ADC’s subsequent reports on form 10-Q and other filings ADC makes with the SEC. Also in connection with the proposed transaction a registration statement on form S4 will be filed with the SEC. Shareholders of both ADC and Andrew are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the joint proxy statement prospectus that will be part of the registration statement. These documents will contain all important information about the merger. The press release about the proposed transaction informs where the documents can be obtained once they are prepared. Note too that ADC, Andrew, and their respective…

Thank you Mark, and good morning to everybody on the call. Certainly today begins a promising new growth stage for both ADC and Andrew. A powerful transformational and strategic combination like this supported by market and industry forces does not come along very often. Well, Ralph and I recognized the opportunity and acted to realize our long held vision of global network infrastructure leadership. This strategic combination forms a global leader in communications network infrastructure. We believe the strategic operational and financial synergies of combining our two strong companies creates a significant opportunity to grow value for our customers, shareholders, and employees that is far greater than our standalone entities. Together we believe we are better positioned to assist our customers worldwide and capture the exciting growth opportunities as our customers worldwide converge their next generation wireless, broadband, video data, and voice services. We believe we also serve our customers better with breadth, depth, and global reach of a unique portfolio of wireline and wireless infrastructure solutions. Few companies can match the market leading positions of our merged offerings. Our shared mission is to provide our customers with innovative wireline and wireless infrastructure solutions that improve their business performance, and we expect this mission to draw a strong operating and financial performance for our company. While the strategic operational and financial merits make this combination attractive. There are significantly market opportunities that support this merger as well. Wireline and wireless carriers in every part of the world are upgrading their networks to expand their high speed data and video services and in the US, wireline and wireless carriers are becoming one. We believe these trends have significant promise for our combined growth potential as we can support all of these initiatives under one roof. In addition to helping our customers, this synergies and growth opportunities are key factors in making steady progress in our global growth mission to build value. We have shared this goal with you since 2004 when we acquired KRONE to expand our global presence and scale. This is a much larger extension of that goal. Lastly, the global and financial scale of this strategic combination significantly improves our strong combined consolidated position to further enhance our focused leadership in the communications infrastructure market. To conclude, we are proud to join forces with Andrew’s talented employees to drive significant and sustainable long-term value from this strategic combination. We are committed to moving forward aggressively after closing and quickly combining our operations and integrating our corporate cultures. Doing so will help us capture the full benefits of this strategic combination for our customers, shareholders and employees. The global ADC team and I look forward to working with the worldwide employees of Andrew and Ralph Faison to achieve success in this strategic combination. Thanks for joining today on the call it is now with great pleasure that I turn the call over to Ralph Faison

Thank you very much Bob, and before I begin, I’d also like to remind you that some of the statements made in this conference call are forward-looking statements and we caution our stockholders and others that these statements involve certain risk and uncertainties. Factors that may cause actual results to differ from expected results include fluctuation in commodity costs, the company’s ability to integrate acquisitions and to realize the anticipated synergies and cost savings, the affects of competitive products and pricing, economic and political conditions that may impact customers’ ability to fund purchases of our products and services, the company’s ability to achieve the cost savings anticipated from cost reduction programs, fluctuations in foreign currency exchange rates and commodities, the timing of cash payments and receipts, end use demands for wireless communication services, the loss of one and more significant customers. Investors should also review other risk and uncertainties discussed in the Andrew documents filed in Securities & Exchange Commission. So, with that I too would like to add my thanks for everyone for joining us today so we can discuss the exciting combination that the two teams have worked so hard to bring for us today. This is an opportunity of great magnitude and they don’t come along very often, and when they do, I think it is very important that you pursue them. And at this point I guess I want to stop and thank Bob and his team for the spirit of partnership and teamwork that they have displayed thus far that is in large part responsible for bringing the transaction announcement to you today. As Bob mentioned we have a shared vision and we see significant value creation opportunities for the strategic combination. The wireline and wireless infrastructure positions that we hold bringing those together is…

Thank you Ralf. We look forward to working with you and your team. The combination of ADC and Andrew is a sound strategic and financial deal, we believe very strongly that it will accelerate both companies cost leadership initiatives to significant scale, more efficient supply chain strategies, faster migration to low cost manufacturing and greater operating expense leverage. I will now discuss estimated synergies and earnings per share accretion. Post closing the transaction is expected to be non dilutive to earnings per share in the first year of the combined company and if either thereafter. This excludes purchase accounting adjustments and other acquisition-related expenses. We are estimated the merger synergies at annual pre-tax earnings of about $70 million to $80 million in the third year after closing. Earnings per share from these third year annual synergies is expected to be $0.25 to $0.30. The earnings per share calculation assumes approximately a 15% cash tax rate and an estimated $234 to $236 million fully diluted shares. This is based on the if converted method which assumes that all ADC and Andrew convertible notes are converted to common stock, if such statement is dilutive. Now I will get to synergies. The expected synergies include capitalizing on combined sales opportunities from the convergence of wireless and wireline networks, leveraging Andrew’s longstanding presence and relationships in China and India to sell more of ADC’s connectivity solutions. Cross selling ADC’s connectivity solutions and professional services into Andrew’s wireless customer base and finally combining ADC’s wireless portfolio with Andrew’s portfolio and global sales channels. Cost synergies in the cost of goods sold area, include optimizing supply chain for combined purchasing volumes, manufacturing and operation logistics, and distribution networks. And in the operating expense area optimizing R&D, consolidating go to market, and rationalizing redundant G&A functions facilities…

Operator instruction]. The first question comes from John Bucher of Harris Nesbitt. John, your line is open.

Thank you very much. A quick question for you on the Andrew acquisition, it looks like post acquisition you have about 52% of the combined companies’ revenue would be wireless. And I know that presently the ADC antenna coverage optimization in wireless related services are a relatively small part of the overall revenue. Do you see any significant overlap there and do you see any significant need to either divest or otherwise change the combined product portfolio in the wireless area post acquisition? Thank you

This is Bob Switz. No, we don’t see a need at all, first of all those optimization systems, they are -- first of all they are different architectures so even though they might address similar opportunities -- one is a digital system, one is in an analog, but the market for coverage in capacity optimization is at least in our estimation when you include all other various means of doing that including KITCO sales and other capability is probably a $2 billion plus market with a lot of players in it. So I would see -- you know, very little likelihood of that.

Your next question from Tal Liani of Merrill Lynch.

Hi guys. I have two questions, first is on the guidance for the year. So you’re raising the revenue guidance by $25 million but $21 million is attributed to this last reported quarter. So basically you almost did not change revenue guidance despite a very good environment for you, why is it? Second is about the acquisition. I’m looking at the premium you paid, 30% and I have difficulties to understand it because your operating margin is 10% and Andrew operating margin is 5%, expected to grow to 7%, so that’s basically below your target and below yours -- gross margin is 20% to 23% and yours is 30% plus -- 33%, and also sales growth, you are expected to grow faster. So why were you willing to pay such a high premium? Thank you.

Yeah, this is Bob, Gokul and I will share a response on this. You know I think first of all on the premium, you know the premium fluctuates day-to-day we looked at multiple means; multiple measure in terms of valuation. You know from our calculations if we look at it in terms of multiple revenue -- you know which is modestly north of one times revenue. The premium quiet frankly, when we first arrived at a term sheet was not 30%, we are certainly a fair premium but not 30%, we both recognize that we have highly volatile stocks and on any given day that premium could fluctuate from 8% to almost 40%. So from the perspective of premium that was really not something that we felt was significant for the strategic value of the combination of the companies when we struck the transaction. We are looking at this from a perspective of long-term value and we see a very clear path to an accretive combination that will deliver a significant and sustaining long-term value to the company.

Few things that I would add to that in terms of the statistics here, you know, yes you point out it’s a 30% premium to current prices, its about 15% to 21% premium if you look at averages over the last 30, 60, 90 days, that’s one thing. Second 30% premium is kind of in the ballpark of range of other transactions done in the space. Lastly, I would say that -- you know, I think we believe that it’s a very good and fair transaction to both ADC as well as Andrew. It’s about a little over one time revenue and even if you take any kind of bottom line multiple as a -- you know, to enterprise value. If you EBIT for example, it’s about 20%, 22% which is in line with what most of our peers and others are trading at. So we believe that you know it’s a strong strategic combination that gives us scale, gives us great opportunity to play in wireless, wireline convergence, great opportunity to play in very important markets like India and China. So as Bob said, great long-term value creation. Again it’s non dilutive in the first year and accretive thereafter. So, both from a strategic as well as financial standpoint we believe that it is a very good deal for both companies. On the guidance, you’re right. Tal, we -- you know there is really no change from what we said last time, our revenues were higher by $20 million. I would say that -- you know our revenues from the cabinet business with Deutsche Telecom were higher than expected. As you know, we have told you in the past these right now come in at lower margins, but we are very excited with this piece of business because this gives us a very important installed base and we expect to sell connectivity solutions, which is higher margin business for us going forward in to that customer base, in to that installed base. So, even though we overdrew on the top line, our EPS was pretty much in line and so there is really no change. That does not mean that we -- you know we feel very good about our feature. We feel that we made good progress towards our long term goal of 14% operating margins coming in close to 10% this quarter. And -- you know our strategy on the top line we believe is clearly playing off with strong improvements in FTTX deep fiber initiatives as well as many of our core businesses.

Thank you.

The next question comes from Sadler of Deutsche Bank.

Actually its Brian Modoff, I cover Andrew for Deutsche Bank here with Cobb. A couple of questions. First on your pre tax annual synergies $70 million to $80 million, it seems like a rather small amount considering the size of the company, but how much of that is coming from the fact that Andrew’s tax rate is north of 30% and yours is at 15%, how much of that is tax savings? And the second question, Andrew has struggled for some time in trying to improve its operating margins and gross margins. What is your plan once you acquire this company to try to work towards the operating margins of the combined entity, what are you thinking about is necessary on the Andrew side to improve operating margins in terms of perhaps consolidation, efficiency gains, etc., on the operation side?

This is Bob. You know first of all, on the synergies, these are preliminary synergies as best we can calculate them today. You know, I am reasonably confident based on all of the initiatives, all of the opportunities that will come as part of a combination that over time will likely see our way to doing better, but today we are operating on what we know in terms of the opportunity to do the type of diligence you are allowed to do at this stage of a transaction. But I think as you get familiar with ADC -- if you are not already, I think you will find that over time we normally have delivered on our commitments or have made great progress against our commitments and I would see the opportunity here with Andrew as a similar type of pattern in terms of achieving our goals and objectives. In terms of -- and by the way, none of the synergies that you saw there included tax benefits. Also, in terms of going forward, I think first, you might not be giving Andrew much credit for work that they have been -- they have had under way inside the company to begin, and actions taken to improve their gross margins. You know, part of their problem has come from unexpected rises in copper -- other commodity prices, but quite frankly, they have launched -- as have we -- by the way, a very significant effort inside the company to transform the company’s supply chain. There are also actions inside the company to transfer various types of products in to lower manufacturing sites of Andrew. Quite frankly a similar imitative to what we have going on at ADC. So from our prospective as we look forward with the combined cost to…

No, I think you have covered it, Bob.

Well, good luck with the integration.

Thank you.

Your next question comes from Tim Daubenspeck of Pacific Crest Securities.

Thank you. Just specific to ADC, before this quarter’s results the implied guidance indicated kind of a gross margin for standalone ADC of about 34% for the full year and an operating margin of 11%. Can you give us a kind of commentary around the standalone ADC, and the gross margin and operating margin? That’s the first. Second question, can know -- you have talked about this three year goal of 14% operating margins for ADC, can you talk about the Andrew goal for operating margins and a combined company goal for operating margins? And then the third question you know, how much of the synergy is from cost savings and how much is from revenue synergy? Thank you.

Yeah, so let me start and then Bob can add to that. So I would say that substantially most of the $70 million to $80 million number is really cost synergies and that’s one reason why we have a lot of comfort in that number, and as Bob said as we get into the planning stages you know, we look at it more critically but most of the synergies are cost driven. Second to your question on you know, our long term goal that we have stated is 14% in terms of operating margins. Here is how I would characterize that goal in the context of this combination. You know, based on the numbers out there on the street I would say the combined companies adjusted operating margin for 2006 -- you know, adjusted for restructuring and amortization of intangibles, is about to 7% to 8%. I would say the gap between that 8% to 15% or 14% is driven by two things, half of that gap will be covered by synergies that we’ve talked about. Again, those are synergies that we feel very good about, very comfortable with and we do more work going forward. The other half you know Bob alluded to this, I think the other half is driven by improving margins at each of the stand alone companies. As you heard Bob say, Andrew has and continues to do a lot of very good work on its low-cost manufacturing strategy in more efficient supply chain as well as on the operating expense side and at ADC we’ve talked about similar -- a number of those initiative that take our manufacturing to low-cost and continue to get significant growth-driven operating expense leverage. So between those two things kind of improving operating margins at each of our companies…

Yeah, I just will just add one comment on the synergy aspect. While we have not included any revenue synergies in the numbers that you have seen, it is fully my expectation that over time we are going to see revenue synergies. ADC has been moving its service business into the wireless space with significant success, I think this will clearly enhance our ability to drive greater and longer as we move forward. I think there is the ability to pull through connectivity products and sales on both sides very clearly in my mind although this is a little hard to get your hands around. I do think -- I do believe that because in the US you’re likely to have the two best carriers with wireless and wireline under one roof. Our company go into those other large customers with a complete solution of wireless and wireline capabilities, is ultimately going to have an advantage over time and that will result in increased business with those customers. On the international front I think Andrew’s strong position in the Asian marketplace and while I do believe they make money which is quite an achievement and that their capabilities and their channels in that part of the world combined with ADC’s is certainly going to help us sell more product in that region as well. So, while we haven’t put those in we chose not to for the sake of conservatism and because they are elusive and time based but quite frankly I’m very confident that we will see a significant amount of revenue synergies overtime.

Thank you, that’s very helpful. Just to clarify, the combined target is 14% over the next three years?

Yes, you know the ADC stand-alone target was 14%. We believe that with improvements on our standalone companies as well as the synergy we still believe the 14% adjusted operating margin goal is realistic.

Okay, thank you very much.

The next question comes from Steven O'Brien of J.P. Morgan.

Thanks for taking my question. Fist, a couple of quick ones on the acquisition, can you tell us if there is a break up fee and any potential you know headcount reductions planned at this time?

Yes, I would say on the -- you know on the synergy side we’ve talked about the $70 million to $80 million over three years being mainly on the cost side. As you can imagine there will be some redundant G&A functions that will result in -- will certainly result in some headcount reduction but a lot of the savings also will come from consolidating facilities and those kinds of things. So you know I don’t we’ve given a headcount reduction number at this time. I think as Bob said, we will go into the planning stage and more critically look at $70 million to $80 million synergy number. You know on the breakup fee, there is a breakup fee. I think it’s fair to say that we’ll disclose it in detail more in the filings with the SEC. So that’s how I would leave it at that at this point.

Gokul, can I just follow up to that? I mean for the combined headcount at acquisition will be what?

The combined headcount will be about 20,000 to 21,000 you know I think ADC is about 9,300 at the end of Q2, I think Andrew is about 11,000.

We’ll say 20,000 in the release, Steven.

Okay

Yes, let me also say -- this is Bob, that headcount reflects a lot of labor and low cost manufacturing sites around the world between Andrew and ADC so you know we’ve a huge labor force in Mexico, and in China, so does Andrew, so a lot of the headcount is labor related.

And the release, Steven, also shows where it’s disbursed geographically.

Okay. On the mechanics of your deferred tax -- have you had a chance to take a look at that and what the accountee treatment might be after the deal closes?

Yes, we’ve looked at that. We’ve looked at it before this transaction, that’s been our focus. There’s a lot of moving parts as we’ve said in the past. There are several scenarios out there. We believe that in looking at this transaction we’ve modeled what we believe is a most likely scenario, which is that the combined company for at least ‘07 will leave to more of an ADC kind of a methodology where we provide you know, we provide a cash tax rate, if you will, on the books. We believe that in ’07 that’s the most likely treatment for taxes for the combined company also, but there are other scenarios out there longer term, in '08 -- '09 where we could be moving to take -- bring the deferred tax assets back on the books and therefore providing a full tax rate of about 34% -- 35%. We believe that’s not a likely scenario in 2007. But again, as I said, there’s lots of moving parts, that’s something that we will continue to analyze and look at.

Okay, great, and then, one last one if I could on the quarter. Bob, could you run through your four key fiber, the x deployment customers this year, and obviously this quarter looked strong from the fiber side of the business. But you know, how are Verizon, AT&T, BellSouth, DT, progressing? Do you see them on schedule, ahead of schedule -- how does it look?

Okay -- off the top of my head, Verizon I would say is on or maybe modestly ahead of schedule with their activities. SBC from our internal perspective is about on with what we had expected them to do. BellSouth is behind, and obviously with the merger with AT&T et cetera, that slowed that activity down. We are also at a point in time in the year, where they’ll only be able to get a limited amount physically done around their initiative, so some of that will spill into next year, so that one is delayed a little bit. DT as Gokul mentioned, actually turned out to be larger than we expected and has been part of our revenue longer than we had expected on the base cabinet. The exciting part of that is think of cabinets as razors, and we are yet to sell the razor blades into that footprint and then so that will come later and that’s exciting. Let’s see, what did I miss, I think that’s you know, France Telecom, we are in the game there, nothing to report, awards are being -- you know, bids are being taken on a variety of products, so we expect to play in that arena as well as potentially DT. We continued to make great progress with you know, small independent municipalities et cetera. So all in all, I'd say if you kind of a did a flashback in time, I think we are clearly seeing people progress at, or modestly ahead on an average of what we would have expected.

Great. Thank you very much.

Our next question comes from Todd Koffman of Raymond James.

Thank you. Could I just ask the question Tal Liani asked again, a little differently? On the ADC Telecom standalone full year guidance, it looks like you’ve bumped up the revenue a smidge, the bulk of which reflects the quarter reported. But I think you actually took down your GAAP guidance for the full year, and I was wondering an explanation behind that maneuver? Thank you.

Right, so we took the top line off, because we had you know, our performance on the top line Q2 was up by 20 million, we kept the adjusted EPS the same as our previous guidance, which was a $1 to $1.15 in adjusted EPS. That’s also because in Q2, our adjusted EPS was at -- came within line and so we didn’t have any out-performance there. As far as GAAP EPS goes, I think the only difference is the restructuring. We don’t forecast restructuring going forward, but we did have restructuring charges of about $2 million which is about $0.02 I think in Q2. So that’s the only difference between our previous GAAP guidance and our current GAAP guidance.

Very helpful, just one quick follow up on the revenue line, ADC has been signaling a difference in seasonality to business versus prior years and if you look forward, it looks as though you’re signaling that basically the business is going to sort of stay sequentially flattish looking, the next couple of quarters even though you’ve got a differential in days within the quarter for the next couple of quarters. Can you get any explanation on that or is that just way too granular to look into?

Yeah, this is Bob. I mean, I think your last comment probably is appropriate. It is very granular to really delve into intense detail. But you know, it’s our best reflection of what we see in the business at this point in time. You know, we are still trying to determine you know, is there a new seasonality pattern or is there not, and we are not at a point I think where we can clearly say there is, but based on the business awards we have, the KRONA business that we are seeing at the present time, you know, that reflects our best estimate of what the outlook looks like.

Thank you.

Your next question comes from Larry Harris of Oppenheimer.

Yeah, thank you, good morning, I was wondering if ADC could comment a bit on -- in terms of exposure to metals, products like aluminum and copper, and just refresh us in terms of what you’ve been doing recently in terms of price increases?

Yeah, Gokul and I can share an answer for that, if I don’t cover it completely, but you know, both Andrew and ADC continued to explore alternative metals for our various products. So clearly those are efforts underway, product-by-product, application-by-application to determine whether or not the properties and all of the relevant important characteristics of various metals allow us to replicate and achieve acceptable performance substituting materials, so that stuff is obviously underway. More importantly and more specifically, we both have instituted price increases. I will speak specifically for ADC and say that you know, over the course of this year, our price increases have lagged the rise in commodity prices. Now that’s not because we’ve been timid about passing them on, it’s simply to be quite frank, our internal systems are not set up for dynamic pricing, okay, so there’s a natural lag between -- when the prices go up and when we are able to price. I can say on the ADC side, we are architecting our internal enterprise system to correct that, so going forward we will have the ability to respond much quicker. What we’ve found in our customer base is that most of our customers while they don’t like it, fully appreciate that we are not getting rich when we pass these price increases along, but we are subject to fluctuations in commodities and you know, everybody is sharing the burden of that. And I think you know, Ralph might like to make a comment on the Andrew side.

Yeah, hi Larry, how are you? You know, granted we are in the middle of a quarter but from last quarter we talked about and announced a more aggressive pricing mechanism with a specific published surcharge that is specifically tied to the cost per pound of copper, as you know from '03, at roughly $0.70 a pound to now spotted closer to $4, it has forced us to put a surcharge in place and we are about within this quarter implementing that surcharge globally across all of our customers. So we feel we have a very, very direct and strong mechanism to basically hedge against the continuing increase in copper that affects our cable products. In addition as Bob mentioned, we’re in the leadership position of course on our cable side, and looking at alternate metals and how they will in fact impact the long-term quality aspects of products in deployment throughout the globe for wireless infrastructure, so whether that’s aluminum, whether that’s multitude of for instance copper clad aluminum, whatever those performance characteristics will look like, we are prepared to offer that as perhaps other product alternatives to our customers who are actively engaged there.

This is Bob again, on the question of -- that somebody had a little bit earlier on the guidance around earnings, you know, I think one of the things I'd like to mention is that through Q2, we had some impact to the current quarter EPS from things that I would consider not necessarily one-time, but let’s talk about copper. This lag in pricing did cost us some operating income in Q2 and also some issues that we’ve talked about for some time, we did have some one-time additional expense around our service business in France as well, that was absorbed in this quarter. So when we think about the notion of why was the earnings guidance you know, basically maintained, certainly there was some EPS in this quarter that otherwise would have translated into something more positive had we not had these one-time activities and some exposure due to lag on the copper.

Thank you. Thank you.

Your next question comes from Marcus Kupferschmidt of Lehman Brothers.

Hi, good morning everyone. I want to clarify something that was said before just to make sure I kind of understand the stand on ADC before I ask the question about the merger. If I understand right, Gokul was kind of talking about the operating margins for the fiscal year '06 being around 10% now, slightly below prior expectations, but it sounds like you’re generating incremental sales, I would think the incremental sales create incremental operating income, which would create you know, even if gross margins are weak on bad sales mix, you’re still generating incremental operating income dollars and more operating leverage, so what are we missing, is there -- are there some sales that are occurring at operating losses right now, or are there some delayed operating expense costs or kind of what’s -- how should we think about that?

Marcus, I’m assuming that comment of yours is more related to kind of understanding Q2. We outperformed on the top line, but came in at you know, at kind of guidance on the EPS line.

Actually Gokul, I was wondering about for fiscal year.

Okay, so you know, more into the second half kind of yours may be more on the first half, here's our guidance, here's what we expect in the second half, so if you take the midpoint of our revenue guidance and then look at what we’ve done in the first half that would suggest that you know, just on a pure mathematical basis, that would suggest kind of slack Q3 to Q4 on the top line. You know, there could be some seasonalities, Bob talked about it a little bit. Just for fun -- on pure Math basis, that would suggest that Q3 and Q4 would potentially be flat to Q2 on the top line, but then if you look at the midpoint of the earnings guidance, that would suggest that we will have earnings growth in Q3 and Q4 and we feel good about that earnings growth driven by a few things. Number one, we’ve talked about how Digivance, which is a high margin product for us, has come -- gotten off to a slow start in the first half. We believe going into this quarter -- into the first four weeks of this quarter, we are tracking to the second half being stronger as far Digivance goes, so that’s the first thing that’s going to improve our margins in the second half and therefore you know, get us comfortable with 10% operating margin for guidance for all of 2006. Second you know, the cabinet business at DT was very strong in the first half, more than what we expected in our Q2 and therefore our gross margins also in Q2 were probably a little lower than where we expected it to be. But again, as I said, it’s very important business for us, we are going to sell…

Okay great. And if you could help us understand -- I don’t follow Andrew, but I know they’ve hedged out a bunch of their copper, they’ve talked about the 10Q filing, you know, potentially have to buy more copper on the stock market next year. You know, within the accretion guidance or kind of things you’re talking about in the next couple of years, I mean are you assuming that ADC just starts buying copper, or is it stock price from here onwards or how should we think about what your modeling is, because it sounds like the stock price of copper has a material effect on the Andrew earnings in the future?

Right. So I’ll tell you what we’ve assumed in the kind of guidance and the modeling but then you know, if Ralf wants to add to that in terms of color of how they think about copper for a longer period of time, that'll be good. You know, as Ralf mentioned, I mean you know, Andrew has started a surcharge program, which is linked to kind of the current spot price of copper. And so going forward, we believe that you know, that margins in that part of the business of Andrew will be able to be maintained at these levels and if not, they’ll probably go up, so the assumption is that you know, Andrew has hedged a certain portion of their ‘07 requirement. The balance will either be bought at spot and you know, that kind of cost will be backed onto customers through the surcharge program and therefore, net effect to margins will be neutral. So that’s the assumption from our point of view, going forward in terms of our guidance that is non-dilutive in ‘07 and accretive thereafter. Ralf, if you want to add something, that’ll be great.

Yeah, as we mentioned from the last call in terms of ‘07 requirements, we bought forward somewhere in the neighborhood of 30% of our requirements for ‘07. We historically have bought in a range of six months to 12 months forward on our copper requirements, we watch the market carefully. The surcharge is a significant development for us in that given the more recent volatility of copper, the surcharge enables us on a very near term basis to adjust prices as Gokul mentioned, so that we can stem any margin impact and of course, get back on track in terms of improving margins from our cable business with stemming some of the impact of copper and its high volatility. Obviously, we are all hoping for the unique and meteoric rise of copper to also be followed by what has -- from this historic high by a decline in copper, we would all like to see that as well. But with the surcharge, we believe we have the right insurance policy to -- if copper either; one, sustains at the current levels or were to have any further escalation that we’ve got a mechanism locked in with key customers to ensure that it does not create further pain for us.

Okay, and also you guys, I’m assuming you’re paying cash taxes at some point here I believe, based on the comments you gave in the guidance?

Yes, Marcus. You know, as I said there’s a lot of moving process on the provision for taxes from a book -- accounting perspective, but we believe that the most likely scenario for 2007 is for the combined company to come to an ADC methodology where we are you know, paying cash taxes. That position can change. There are a lot of moving parts again. We will continue to look at that, but right now that is our best estimate.

Thank you.

Your next question comes from Simon Leopold of Morgan, Keegan & Company, Inc.

Thank you, a couple of items. One, I believe earlier in the call you mentioned ADC’s standalone headcount was, that I believe you said 9300 which was I think a pretty big jump. If you could elaborate a little bit on where that’s coming from, I’m assuming it’s mostly manufacturing staff; could you give us a bit more color there? And just wanted to verify what you’ve suggested about the product mix in the coming two quarters. It sounds like you are expecting the Digivance products to improve helping with its margin and that would suggest perhaps that some others may be tailing off a bit, and if you could help us understand what might be a little bit lower versus the quarter you’ve just reported? Thank you.

Yeah, this is Bob. I’ll tackle the first one, Gokul will handle the second one. You know, your assumption is correct. It’s mainly manufacturing employees. You know, based on the increase in revenue, the increased volumes that we’ve seen in core fiber in our FTTX. You know, we’ve added the necessary labor capacity to support our customer's needs on a timely basis. So almost all of that is labor related.

Yes. On the margins in the second half, yes we are expecting some increase in Digivance, but there are also other areas that kind of are some positive, some negatives to mix going forward. We are expecting our core business to be stronger in the second half, so old fiber continues to be strong in the first half, we continue to expect going into the second half. Our central office fiber business is also in high margin. More importantly I think going into the second half, we are not expecting as much strength from the cabinet business with DT, which you know Simon, is lower margin for us. So you know, on the one hand that are some things that are low margin, things that are falling off into the second half, they’re being replaced by higher margin business whether it is some amount of Digivance and also our core fiber business.

Also just touching back on the issue of the commodity cost, you gave us I think 500,000 to 700,000. So that’s a little less than a penny of earnings impact. Am I doing my Math correct on that?

Yes you know, 500 to 700 is about half of penny, yeah.

Okay, and what’s your sense of going forward? You’re talking of price increases of your products to adjust for that, are we supposed to assume that if this sort of level is off that we’re not going to see this anymore in your models?

Yeah, Simon let me correct one impression. We have been increasing prices, so the $500,000 impact that I’m talking about is just the time lag between -- our ability is more a system process driven thing internally that we’ve had to fine tune. So we’ve been increasing prices and there has just been a time lag between you know, commodity cost going up and our ability to raise prices. We believe that we now you know, have fine-tuned that process and we believe that that time lag is now much narrower and therefore, going forward we expect minimal to no impact really from commodity prices.

That mostly answers my question, but you’re assuming essentially that the prices are relatively stable at this point, that we are not going to see a continued trend in the rising prices of copper and aluminum?

Yeah, that’s generally an adoption we are making, but if prices if commodity costs keep going up, I’m saying that we are now much geared to cuddle that time lag between cost going up and our ability to raise price.

Right, thank you very much.

Your next question comes from Paul Silverstein, Credit Suisse.

I’ve got a number of questions in the way of clarifications and things said previously. First off, Bob, last quarter you shared with us some matrix one month into the quarter regarding the strength in business, I recognize you just took up your forecast what you just said a big quarter. Can you give us some sense in terms of looking at those matrix similar to your description of last quarter of where you stand one month into this quarter?

Yeah. Paul, let me take that and if Bob wants to add after that. I think last time we you know, we gained that in the first four weeks because you know, the sequential growth was quite tremendous between what we were seeing on -- in terms of average daily booking in our first quarter to the daily booking that we saw in the first four weeks of Q2. This time we’ve not done that because we believe that you know, the bookings that we are seeing in the first four weeks are pretty comparable to the average daily bookings that we saw in the whole of our second quarter. So I would say that you know, it’s tracking to our -- generally our guidance which is kind of relatively clad from Q2 to Q3 to Q4.

Gokul, if you assume -- if the DT business, if the cabinet business was comparable as opposed to being down with Q1, would the outlook for revenues for Q3 be better, are meaningfully better? I mean how much of the flattest forecast for Q3 versus Q2 is a function of the expected decline in revenue from cabinets?

I would say that it probably is quite a bit. You know, we did quite a bit of DT revenues in Q2. I would say that we are expecting that to come down no by a significant double-digit millions, but you know, high single-digit millions. So somewhere in that $10 million range is I would say an impact from our DT revenues coming down from Q2 to Q3, which will, we believe will be replaced by higher margin businesses whether it is core, central office fiber, some amount of copper and some amount of Digivance.

And how much visibility do you have regarding Verizon? Last year you had in Q2 with Verizon, obviously the second half but through the point with inventory buildup, how much --?

Yeah, that’s always million-dollar question. So far this year, we’ve had reasonably good visibility with Verizon. You know, right now we are being very careful. Verizon is clearly on track and maybe a little head in terms of their procurement. So you know, we are reasonably in tune with them. But -- you know Paul, I could not sit here and say that you know, I can absolutely predict what they may or may not do in terms of their deployment. You know, we’ve seen the same thing with BellSouth. We’ve you know, outstanding customer intimacy with BellSouth, but yet for their reasons, they delayed their competitive broadband rollout. So you know, we are in an environment as you well know, where large customers can create ripples in short periods of time, but at this point in time, we think we’ve got the best information that Verizon can give us.

Some more quick questions, if I may. On the shift in manufacturing that you all have been talking about for a while now and that your forecasting will start to benefit this quarter or next, can you quantify for us to give us some sense of the prospective benefit for the company in Q3 and for the second half?

I think the shift in manufacturing Paul, in Q3 and Q4 is really minimum. I wouldn’t put in a quarter that impact to be you know, even million dollars I would say it’s probably less than a million. I think over a longer period of time as I’ve said in the past, over a two to three year period the shift in manufacturing whether it’s more aggressively to China as we are planning or to India or to the Czech Republic, on the impact to ADC in terms of gross margin percentage points we believe could be in that 150 basis point range, but Q3 and Q4 I would say is quite minimum.

Final question, I think when you say Gokul that you’re projecting flat to down OPEX, is that correct?

Based on -- if the top line comes in as per guidance, I would say that we’re feeling quite comfortable that our OPEX could be flat to slightly down.

That is a change from what you told us last quarter where I believe you’re projecting modest increase, correct?

You know, I think what I said last quarter was you know, for every incremental revenue dollar that we get incremental OPEX will be $0.10. Now I think that has played out in Q2 from Q1 to Q2 our incremental revenues increase were you know, I believe about $80 million or so, $80-$85 million, and we added about $8 to $9 million in OPEX from Q1 to Q2. Q2 to Q3, if you assume flat revenues we believe that our OPEX can stay flat, but there are some things that are you know, already actions that we’ve taken that could reduce our OPEX a little bit in Q3.

Thank you.

Your next question comes from Michael of Probus Capital. Michael, your line is open. Michael withdrew his question. Your next question comes from Michael of --

Thank you, I think my question was answered earlier thank you.

Your next question comes from Nathaniel Hernandez of the Associated Press.

Hi, how are you guys doing today?

Good, thanks.

My question is for Mr. Faison specifically. I was wondering -- I know you sort of addressed this a little bit earlier, but I just wanted you to give me a little bit specific about headcounts in Illinois, and how you see this deal affecting that, and if you’ve identified any manufacturing redundancies that will have an impact as a result of this deal?

Yeah, as you look at -- let me start with the last part of your question. As you look at it from a manufacturing perspective, particularly that which we have in North America, our largest single headcount of manufacturing headcount today resides in China with well over 3000 people in China of our 11th -- roughly 11,000 global base in footprint. Within North America, the principle manufacturing facility we have is in Orland Park, which we announced about a year ago, the redevelopment of Orland Park to be moved to the New Juliet facility, which is under construction, where we are investing in a brand new facility with greater efficiencies for cable production. That type of manufacturing is not at all redundant with anything that ADC would do, so we don’t expect any impact to that manufacturing footprint or the manufacturing workers associated with that footprint that would be related to or in conjunction with this combination. In terms of overall footprint and overall headcount, certainly when you look at combination of two public entities there will be some redundancy particularly at the G&A side namely folks like me and other corporate entities that would be redundant between the two companies. But that would be the major impact and at the overall scale of 11,000 people somewhat very small and minor to -- are immaterial to the total population.

And do you have a completion date for that facility in Juliet?

Juliet, at this point in time we are looking at around mid-'07 to have that facility completely up and running and have the Orland Park facility completely down and transferred over to the residential developer that is -- that purchased that facility or announced that facility about a year ago.

And is that we call the staffing levels that were mentioned when that the grant for that facility was announced -- was it 950 Illinois, is that still where you guys are at?

Yeah, at the original projected staffing for the new facility that would remain consistent because the primary staffing factor of that is for the manufacturing process.

Okay, and where are you guys now in Illinois in terms of staffing, how many employees in Illinois?

Off the top of my head, we are probably somewhere in the 1000 people or so, again the bulk of that being the manufacturing aspect, and then some aspect of that being the corporate folks and some of those corporate folks would be redundant with some of the corporate activities that ADC upon closing the two companies would combine and obviously choose the best talent across those corporate facilities, but there would be some redundancy and then therefore leading towards the synergies we’ve talked about.

Very good, thank you sir.

All right.

Your next question comes from Scott Coleman of Morgan Stanley.

Thanks guys, good morning. Bob, I’m wondering if you can put the pending acquisition in a broader context for us. Clearly the revenue growth for ADC is strong and margins are a bit challenging, and we are seeing that across the industry. Your guidance would imply that expectation for the rest of the year, so is it fair for us to think about acquiring Andrew as more of a defensive move to gain skill to help margins. And that’s my first question and perhaps, the broader context is you were at ADC in the late '90s when the company did a wide range of acquisitions. How is -- what’s happening now whether it’s KRONE, FONS or --

Did we lose him?

His line is still on the call.

I’m sorry, did I drop off there, guys? I’m sorry about that.

I think I got it, though. You were asking two questions, defensive or offensive, and how does this relate to our pattern of '90s acquisitions?

Exactly.

Okay, well let’s go defensive, offensive first. You know, quite frankly, I think it’s both, okay. Defensive; from the perspective of -- I have always maintained to believe for some time that we need to consolidate and we need to gain scale with the scale that’s being developed in our industry by our customer base, and as you know, I have said that I’m managing this company for a long term value creation, so first off, I think it’s very important to be balanced in both sides of the market and to gain global scale in order to be a valid and relevant participant in a highly consolidated market, going forward. So on the one hand, I would say yes, we are defending our self against what I believe will be the ultimate rationalization of the industry. It’s already started at the customer level that will continue, there’s been some of it at the vendor level, and there will be more to come, because the industry just can’t support everybody that’s out there today, my personal belief. So I think on the offensive side, I see it as a first mover. I see it as an opportunity to be a very unique company, uniquely positioned to be a global leader in network infrastructure, to take advantage of the trends that we see in the market place. You know, when you look at the customer base of our customers you know, the customers that are out there are wireless customers, there are wireline customers, so our customer base is one. To some extent, our customers are becoming one. They’re significant in a relationship between the wireline capabilities and the wireless capabilities, so I see us as being a first mover, to get ourselves uniquely positioned to take advantage of those particular…

Great, thanks for the detail, Bob.

Our next question is a follow up from Tal Liani of Merrill Lynch.

Sorry, it’s a mistake I have not asked any follow up question.

Okay, I think we will conclude the call. Thank you for joining us today, and look forward to talking to you in the future.

And this concludes today’s conference, you may now disconnect at this time.