Good gay ladies and gentlemen and welcome to your JDSU Fiscal 2007 Third Quarter Earnings Conference Call. My name is Robin. I will be your operator today. Throughout this conference all lines will be on listen-only (Operator Instructions). At this time, I would like to turn the conference over to your host for today's call, Ms. Jacquie Ross.

Thank you Rob, and welcome to JDSU’s fiscal 2007 third quarter earnings conference call. Our speakers today are Kevin Kennedy, Chief Executive Officer and Dave Vellequette, Chief Financial Officer. As always, 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 causes actual results to differ materially from management’s current expectations. We encourage you to look at the company's most recent filings with the SEC, particularly the risk factor sections of our Form 10-Q filed for our quarter ended December 31st, 2006. The forward-looking statement including guidance provided during this call are valid only as of today's date, May 2nd, 2007, and JDSU undertakes no obligation to publicly update these statements as we move through the quarter. Our comments today will include non-GAAP and adjusted measures. A detailed reconciliation of these non-GAAP and adjusted results to our GAAP results as well as a discussion of their usefulness and limitations is included in today's news release announcing our results available on our website at www.jdsu.com. Finally, and as a reminder this a 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 to introduce JDSU’s Chief Executive Officer, Kevin Kennedy.

JDSU’s fiscal third quarter results are characterized by stronger revenue than anticipated with year-over-year growth in all segments, less predictability on revenue, revenue mix and results of gross margin than desired, the improved balance sheet metrics and improved cash flow including the first positive free cash flow in more than five years. As you know, JDSU serves the industry in providing for broadband and optical innovation plus numerous geographies and insertion points in communication networks right away. This portfolio structure was embraced because of the inherent regional and architecture surges and ebbs of this industry and JDSU deliberate view to manage the inevitable volatility around an unpredictable cycle of carrier investors. And to our results fiscal year-to-date evidence the following market based observations. First, revenue in metro optical build out have been growing faster DWDM long haul which declined slightly this quarter for the first time in many quarters. Next, sales for both Optical Communications and Communications Test & Measurement were up in North America year-over-year. That said, North American growth has been vigorous among cable operators while sales to North American telecom operators have not demonstrated the same growth. In Asia-Pacific, both Contest and Optical Communications have delivered our strongest year-over-year growth rates while growth in EMEA has been a strong or strongest in North America. And finally the sales to increasingly highly concentrated set of tier one network equipment manufacturers for Optical Communications have decreased as inventory management, lean initiatives or consolidation clauses have introduced an evolving adjustment to ordering rhythm. Our fiscal Q3 results therefore will represent a current snapshot of this dynamically evolving industry. Non-GAAP revenue of $361.8 million was stronger than our $333 million to $353 million guidance range due to strong international orders primarily in our Communications Test & Measurement segment as well as…

Thank you, Kevin, and good afternoon everyone. Before I start please note that all numbers are non-GAAP unless I state otherwise. GAAP revenue for the third fiscal quarter of 2007 was $361.7 million, non-GAAP revenue $361.8 million, which includes revenue associated with acquisition accounting, was down 1% sequentially and up 15% in the same quarter last year. Third quarter non-GAAP gross profit of $136.2 million, or 37.6% of revenue, was down from last quarters very strong gross margin of 40.6%; and up from $118.3 million or 37.5% of revenue in the same quarter a year ago. Growth in the contest international markets, which typically order products that are not highly configured in a seasonal design in North American Telco resulted in contest gross margin that were below the near term target range of 55 to 59%. This shift in product mix impacted overall corporate gross margins by nearly 3 percentage points when compared to last quarter. Non-GAAP operating expenses of $132.9 million included operating expense from the Casabyte acquisition, higher corporate marketing costs associated with tradeshows most notably OFC and costs associated with the commencement of our annual Sarbanes-Oxley testing procedures. As a percent of total revenue third quarter non-GAAP operating expenses were 36.7% within our near term target range of 35 to 38% and down from 39.7% in the year ago quarter. Third quarter non-GAAP net income of $12.3 million or $0.06 per share was down when compared to last quarter's $30 million and $0.13 per share and was up when compared to the year ago net loss of $2.8 million, or $0.01 loss per share. A detailed reconciliation of our non-GAAP results to our GAAP results is available in today's press release. Our non-GAAP results exclude among other items amortization of acquired technology and intangibles of $16.4 million…

(Operator Instructions) Sir, I have your first question today coming to you from John Harmon calling in from Needham and Company. John Harmon - Needham & Co.: Hi, good afternoon.

Hi, John. John Harmon - Needham & Co.: And congratulations on being free cash flow positive. So, two questions, one on your last webcast you outlined your margin targets and I think you said it will take you about four quarters to get there. What are the steps that you have to taken between now and then to get there? And my second question, any guess on how long your customers will be doing this lean manufacturing and inventory reduction?

Yes. Two separate pieces, I will try to take both and if Steve has any comments I will let him pull up. The message on the gross margin improvement is largely that the structural changes in the company that are required to improve gross margins are largely behind us. However, the improvement will come from specific actions in each segment. Each segment probably does have some level of gross margin improvement. I'll give you an example of some of the things that have transpired it thus far. In the case of our communications test, we felt that we could move from a target range of 55 to 59 to 57 to 61, largely by reducing the mix of what have we call complimentary products as well as some mix of higher value-add software products that we have. In the case of lasers, it’s stabilizing and minimizing the variance now that we've moved the manufacturing, there's a little bit of growth and there's also a little bit of mix in terms of the mix of solid state versus gas. So I won't go through all of the segments but the whole purpose of those reviews was to outline probably not more than three or four steps in each of those business segments that would expand the margin. I think Dave and I are goaling the company to achieve this sustainable 40% gross margin by the end of the calendar year. And then we will try to race it another five-point by the end of the following year. So that's the kind of rhythm we are trying to mobilize company on. Your second question John was I believe how long do we think our the concentrated customer base of the network equipment manufacturers will be going through either lien inventory purge or consolidation, supply chain management reconciliation. First of all, I think the inventory purge piece is peculiar I think to only several of those customers. So we try to break that out. The lean piece I think is in midcourse. And I think the consolidation -- the people who will be driving supply chains are in place. So I think last conference call we said that we thought it was a more than one and probably not more than a quarter phenomena. We are probably one or two quarters into it right now. I still think that's sort of the nature of things so I think we are in the midst of it. I would say our customers tend to communicate to us that they think towards the end of the calendar year things will be continuing to improve. But right now, I think it's less than four and certainly more than two quarters. John Harmon - Needham & Co.: That helps. Thank you very much.

Thanks.

Thank you, sir. We will go to Ehud Gelblum from J.P. Morgan.

Hi, thank you. A couple of things. One quick question actually on just clarification, the guidance for next quarter does that include test measurement with seasonality or does that include so we can get a sense as to what the concept is in the guidance for test measurement versus components? And then as you see what the kind of things are doing in optical components and how you intend to bring the gross margin back up again, but as you look competitively, is it completely you think a market issue that is hurting in North America that's hurting the gross margin and hurting your ability to raise margins there and to drive revenue growth? Or do you think there's some competition that's entering into the gain that's hurting both the ability to bring revenues up there and the gross margins.

Let me take a shot at it. I think you actually asked three separate questions so let me break them down. In terms of guidance, we have tried to comprehend all of the positives and all of the potential down sides of each segment, integrated those into a most likely outcome range and that's what we've given you. So you are correct that sometimes our contest business has seen further seasonal decline as it's gone from the first calendar quarter to the second calendar quarter and if that was to be a possibility we would have comprehended that potential in this as well. The next two questions relate to two specific topics, one is revenue trajectories.

Kevin, I'm sorry. I may have missed it, but in the guidance is it assumed that -- comes back down next quarter and by how much?

We have assumed the likelihood of either it staying flat, going up or coming down. So I'm not trying to give you a specific emphasis, but I do think it's fairly clear that where we are, where we feel that we are, or are going to be softest will be on the optical comp site.

But that accounts for all $40 million of the decline?

I don't have a number, I just said that that's certainly the piece that we are most watchful of.

Right.

Relative to the revenue and the gross margin. In terms of the gross margins, I'd say we have not seen any change in ASP trajectories that are different than the normal rhythm over the last four quarters. And so there is certainly always a lot of competition, but the general gross margin, or the ASP drivers of the gross margin have stayed roughly the same. I think Dave has usually used the words of one to 4% in any quarter or two to 4% and we probably would have been right in the middle of that this quarter. In terms of revenue, you know, we are highly concentrated in our customer base and tier ones. And you know three customers going through lean, which could, our order intervals are sometimes on the high-end 16 to 20 weeks some people were to cut that out, you could almost be blacked out for a quarter. So if you think of the order of magnitude of that, most of the order changes are related to a very small subset of customers and we are just not getting enough growth from the other ones to overcome that. So all these potential competitive things I wouldn't rule out anything, but can I look back and do a bridge and say, do I know exactly where the order changes have come from? I do.

Can you tell us the difference between share loss and the inventory?

I said you can never 100% know that. All I can tell you is I know what our run rates were from three customers. I know what they are today and I know that that accounts for the changes.

Okay. Thank you very, very much.

Thank you sir. We are going to go to John Anthony from Cowen and Company. John Anthony - Cowen & Co.: Good afternoon. A couple of questions. Could you separate your end-to-end commentary even as relates to lean initiatives towards ten gig and above product with relation to communications and anything below ten gig? I'm curious, obviously, if this is impacting the ten gig products or whether it's specific to storage, 2.5 gig and below. And then secondly you also just give us a sense for what kind of ROADM volumes we are talking about? I apologize if you already gave the statistics, but I think in the past you kind of quantified how much of your revenues were agile and if you did that, could you just repeat that and tell us how you see that fairing compared to the rest of the comps business?

Yeah, you know, let me do the best I can with both of them although I may not know it's specific statistic. I don't think of the changes in our order flow about around 10 gig versus below 10 gig. What I can tell you is at a device level we tend to be stronger. Where we have seen the greatest weakness or look the highest levels of integration that are associated with sort of sub-systems and specific customers where we made those sub-systems for. So we tend to have gone down less where there were specific devices. We tended to have been impacting those most at the highest levels of integration. In terms of ROADM volumes, I don't have those off the top of my head. We did make the comment that both metro and Agile Optical Network continue to grow, while long haul, DWDM did decline for the first time. So, you should think that there was continued growth there, tunable as an example, doubled this quarter.

Thank you. We are going to go to Brandt Thompson from Goldman Sachs.

This is Katie Fogarty (ph) for Brandt Thompson. Just circling back to your long haul comment. Are you talking about an industry, as a long haul component side has declined or that you specifically have seen weakness in long haul? Thank you.

We commented only that we specifically had a first decline in many quarters in DWDM long haul.

And so is it fair to say that maybe its share loss?

I think you'll find that there are analysts out there that have identified a decline in DWDM largely because of the inventory build up from last half of 2006. And but I'll leave it to you to find those reports.

Okay. Thank you so much.

Okay, thank you. We’re going to go to Michael Genovese calling in from Citigroup.

Hi, thanks a lot. A couple of questions here, first I just want to clarify on your near term margin guidance. I seem to remember that the 40% gross margin, the 2% to 5% operating margins was a fiscal '07 target previously and now it sounds like that's shifted out to calendar '07. Is that right?

The calendar '07 is about exiting with a sustainable 40% margin and that we’re still targeting to keep our operating margins in the 2% to 5% range. But talking about the sustainability is the 40%. So there's no change from what we've communicated before.

So would you still expecting June to be at or near that range?

It will be, again, we will be at or near 40%. We expect to operate within a range of 40% plus or minus a couple of percentage points. This quarter you saw we dipped below that 38 side of it because of the mix. So, we are within the range that we expect to operate within. The goal again is to get to the 40% sustainable by the ends of the calendar year.

Okay. And just to revisit this optical issue, I mean there's been a big issue here. It used to be that the optical business with a book to bill plus one and good visibility test and measurement was the churn business that we couldn’t really predict. And it seems like there's been a big visibility change there. I understand what you are saying Kevin about taking out 16 to 18 weeks of inventory at the OEM. But it was also short while ago we were talking about 15% revenue growth in optical that looked fairly sustainable. So, are you saying that the inventory is at the carriers or simply the inventory is being brought down at the OEMs when you talk about this inventory build? And do you think that there's been a change in end market demand in terms of traffic growth and demand from end users of communications equipment if you can see through to that? Thanks.

Yeah, I don't personally believe that there's big been a significant change in market demand. Let me put that one to rest. There are in cases shifts or deferrals of deployments for some systems in some of the large networks because of various reasons. But I don't fundamentally believe that there's an end market demand change. What we did say is that, among a small number of network equipment manufacturers and especially those that might have use contract manufacturers, they found that they had built inventories in OCM s and that inventory had to purge at some point. Secondly, when you move to a lean environment things that you might order with a 16 or 20 week order interval might actual will be reduced to a four or eight-week order interval. So you could essentially reduce your visibility from the order interval side as many as 12 weeks or quarter. And you may have had a capacity instead of one quarter or more of inventory that needed to be purged. So bottom-line is the shorter order interval is less investigation built in general. The confluence of that plus potential inventories that existed in the contract manufacturing plus people who have anticipated faster roll-outs, basically added to a slow down. Very specific to or significant emphasis around DWDM, long haul and the higher up in the layers of the system integration.

Just sneak in one other question about test and measurement. You gave us a lot of segmentation and product, how you are doing in different geographies and different markets there? But what about in the access North American fiber to the home and IPTV\carrier video market, you didn't really speak about that one. Can you tell us how you stack up competitively against the main other players there?

Yes, I think we actually mentioned in the script that we feel like we have one of the best IP or VoIP meters in the business. We probably are certainly number one if not, at worse number two but probably number one in field tests. So, and obviously with a 28% year-over-year growth we feel the team -- this was, you had asked me once before whether you thought we had a great momentum, I think it was about three quarters ago. I hope you realize that with 28% year-over-year growth on the size of denominator that is we have pretty good momentum.

Thank you.

Thank you, sir. We are going to go to Ajit Pai with Thomas Weisel Partners.

Yes, good afternoon. A couple of quick questions, the first one would be just about the Advanced Optical Technologies. Those margins that you've had have been improving for some time now. Could you tell us how sustainable you think that the current margins are?

Yes, sure, Ajit. There is two pieces and, of course, I should point that we do have an upcoming analyst conversation with the leader of that group shortly. And they will discuss more about margin components but. But let me generally break that into two pieces and give you a sense for how that works. One is the currency related pigments and the pharmaceutical labels that use those pigment, that's for ramp protection and I would say that both of those have been having favorable margin expansion largely because of volume improvement. And so, do I expect those to significantly change? Not a lot. Can they have a cheer up, plus or minus a point or two? They could, but they are sort of in a good mode and will probably only improve maybe a point. There's another piece of it, which is a coated optics piece that think of it as coatings that go on night vision goggles or specialty boutique things and that is an area that is below our target margin range. It is improving and it will continue to improve for a while yet. So as long as we keep improving that one there is some margin expansion available to that AOC group as that one piece gets better. I will give you more inside than that but the way you should think about it, currency is pretty good, the labels have gotten better and we have a little bit of improvement and the coatings, which is you know, significant piece of business, not the biggest has a lot more improvement in it yet

Okay. And then the second question would be about your optical communications group, so there's sort of two parts to that question. The first one would be very broadly if you look at your business mix today relative to your products introduced over the past two years and then about six months ago. Could you give us a rough mix within that you think that -- sort of, give us some color as to how that mix has changed recently as a percent of revenues? And then, the second part of the question would be, what percentage of your products right now in Optical Communications are being manufactured outside of the United States and how does that compare to what the mix was about a year ago?

Yes, let me see if I can do that in reverse order. I think, and Dave can correct me if I am wrong, but I think in terms of products that are manufactured outside the U.S. be they in our own Shenzhen facility or contract manufacturer it would be in excess of 75%. And primarily, Ajit what we make here in the U.S. tend to be products that are integrated photonics or fab base, semiconductor base products. So that's that piece. What was the second piece of the question?

And what was it in the same quarter about a year ago, the mix?

Look, maybe 60ish or something. Most of the products are moved at this point. There's very slight amount that still has to transition and now it's really taking the redundancy of the cost structure from each side of the ocean out and tuning it.

Got it. And then the other question was about your products, the mix of products currently in this current quarter in Optical Communications that were introduced within the past eight quarters, within the past two years.

Yes, if you were to go back two years ago we were dominated by long haul. And with an emerging set of products in subsystems. So, we were taking some of our long haul products like our wave blockers or Dynamic Gain Equalizers, integrating them on circuit packs of various people and putting them in for long haul systems. And we had made best on products like ROADMs or Tunables, but the volumes were still pretty low and we used to talk about that as the metro being less than 20% or so forth. Metro is a very, very strong piece of it. The device pieces of metro whether the ROADMs, whether the tunables that go in, transceivers are up in terms of volume, long haul as a percentage has declined from what was close to 50%, something smaller, really on the backs of metro expanding. And I'd say the biggest change in this cause is that the volume from long haul subsystems, which went through an up-tick in the second half of last calendar year was probably the first to slowdown for right now. But at device level the volume was pretty good, especially in the metro.

Okay. Thank you. We’re going to go to Subu Subrahmanyan from SMH Capital.

Thank you. I had a couple of questions; first on the Acterna side. I know there fiscal year end used to be March until last year, did that change this year? Are they on the June fiscal year end? I'm trying to figure out if there was any yearend accelerators, which changed the seasonality from being strong March? The other question I had was on the Optical Com side. Kevin obviously the visibility in this space has changed fairly quickly. I'm just looking and I know this question has been asked, but trying to get it from a different point of view. If you look at the end market demand, you look at the carrier spending fundamentals and so on. Do you see that change at all? And do you think, if the pick up in the second half which is then expected for sometime happens, the lead time picture could change again, or is there fairly clear visibility that your customers have a lot of inventory and it will take a couple of quarters to work through that?

Yes, Subu I am taking one at a time. We did change the end of the context fiscal yearend to coincide with JDSU's fiscal year end, which is June. So it would be incorrect to assume that there was any accelerator that resulted in the March results or -- great March results that we had this year. I think that's your first question. The second question is the optical market and end market visibility. As I said earlier, I believe, that in general the broadband deployments are continuing to rollout. I don't see any fundamental change in it. There are cases where carriers are slowing down for one to three quarters because of architecture choices or because of equipment working. But at the end of the day, I think they want to spend the money. And I think that environment hasn't changed significantly. The majority of the lack of visibility is really due to built up inventory especially in subsystems and the higher end WDM and long haul pieces. And secondly, it's concentrated in these shorter order intervals so by the time your products are needed again rather than giving you a 20-week order you get 4 to 8-week notification. And I can say that because it's very clear which customers those are associated with.

Thank you. So, we’re going to go to Paras Bhargava from BMO Capital Markets.

Good afternoon folks. Kevin, you mentioned that you wanted to take your gross margins from 55 to 59 to, I believe, 59 to 61 in testing. Where were they this quarter?

Paras, the statement in the script was, our target range is 55 to 59. This quarter they were below the 55. And our goal that John had stated on last analyst review was to move them over the next year into the range of 57 to 61.

57 to 61. So, can you tell us were they above 50?

Yeah, they were above 50 and below 55.

What exactly happen, you’re saying geographic and product mix, was some of that the service assurance stuff with tend lower gross margins or were there something, is that, that you’re going through distribution and that’s got in some of the other geographies? Can you give us a little more texture there please?

Yeah, we tried to be fairly precise actually in the script, Paras…

I missed it, sorry.

No, no that’s okay. We ended up having a significantly more success outside of North America, associated with that our smaller configurations and configurations that come with less gross margin. So it was let say, an issue of complimentary products versus field service products versus whatever. It was really the configurations associated with these contracts -- non-North American contracts.

Now, going forward you want to go into more software base solutions to increase your gross margin. I think everybody does. And that's probably the protocol testing as opposed to the physical layer testing, is that the good understanding or is there something else?

I would say we have, John's comments were in general for the products that we design, cable is an example or even our telecom field service pieces we tend to operate in the 60 to 70% gross margin ranges for those. So selling more of that is a significant thing, selling less of the complimentary products structurally is a good thing and those two things alone will probably structurally move John's gross margins.

Is the target date for that still calendar '08, do you think you can do that? Because as I look at your products in that segment versus others I see a shift in competitive intensity they are especially in the giga ten giga side?

I would say we haven't seen a significant change to our ASPs by virtue of competitive dynamics partly because of it's a highly fragmented industry right now. So I would say John, what the thing that he felt over the next four or so quarters he could bring that shift about and so no change in believe systems since that call.

Thank you. And, sir, I have your last question today coming to you from Mr. Jeff Osborne from CIBC.

Great. Thank you Dave. I was just wondering, Kevin, if you could update us on your full year calendar year '07 targets for optics to get in touch to 5 to 15% growth previously? I was trying to get a sense of where that plays out in the back half of the year. And then just lastly if you can talk about gross margin trends in particular with the hydro optical networking products. It seems like we’re going to some tunable market in particular have been of a challenging on the competitive front there.

Let me take them in reverse order. I think we are pleased with the doubling of revenue of tunables this quarter. So not particularly feeling challenged. On the road side, the share that we have, the wins that we've had continue to feel good about those. We mentioned the number of new design wins on the call. And the fact that metro was continued to grow while other pieces of the business in particular, the sub-systems business and long haul DWDM declined. We are feeling good about metro in general. In terms of where we think optics will end up, you know, that's another form of guidance. We tried to comprehend guidance for the company and the numbers that we gave you.

Just a follow-up on the Agile side would you say that gross margins for Agile Optical networking are actually above the optics gross margin or are they still below due to lower utilization or can you just talk about that in greater detail?

Yeah, I think we have gross margin improvement opportunities on all of the new product areas.

Very good. Thank you.

Thank you, sir, I have no further questions. Thank you, again, ladies and gentlemen. This brings your conference call to a close. Please feel free to disconnect your lines now at any time.