Welcome to the ADC Telecommunications third quarter earnings conference call. (Operator Instructions) I would now like to turn the call over to Mark Borman, Vice President of Investor Relations and Treasurer for ADC Telecommunications. Mark P. Borman: Bob Switz, ADC’s Chairman and President and CEO, and Jim Mathews, ADC’s CFO are with me today. Before we get started I need to caution you that today’s conference call contains forward-looking statements and that future events and results could differ materially from the forward-looking statements made today. Actual results may be affected by many important factors including risks and uncertainties identified in our earnings release and in the risk factors included in Item 1A of ADC’s annual report on Form 10-K for the fiscal year ended October 31, 2007 and as may be updated in Item 1A of ADC’s subsequent reports on Form 10-Q or other reports filed with the SEC. This earnings release can be accessed at the Investor Relations section of ADC’s website at www.adc.com/investor. ADC’s comments will be on a continuing operations and GAAP basis. We have also shortened the front portion of our earnings release and placed the details in a supplementary information section at the back portion of the release following the financial statements. Bob will provide an update of ADC’s business developments. He will then turn the call over to Jim who will cover the financial results and provide forward looking financial model guidance. I will now turn the call over to Bob. Robert E. Switz: First, let me say that all things being considered, I’m very pleased with our third quarter results as well as our full-year outlook. Today I will begin with some of the highlights of our fiscal third quarter. First, net sales for the quarter of $390.0 million were up 13% from the same quarter last year. Sales outside of the United States were $173.0 million, up 32% from the third quarter of 2007. In Europe, Middle East, and the Africa region we are having a very good year in 2008. We believe that ADC is becoming recognized as a top fiber and outside plant solutions provider in IMEA for our competence in passive infrastructure with next generation network transformation projects that require our fiber and copper solutions. Comparing the third quarters of 2008 and 2007, IMEA sales, up $91.0 million, were up 28%. In the Asia-Pacific region sales were also strong in the quarter, up 52% year-over-year with Century Man and up 23% excluding Century Man. We are seeing strong demand for connectivity solutions in the Pacific Rim countries and India. Finally, Latin America’s strong growth is primarily being driven by wireless 2G and 3G network builds with some wire-line network demand supplementing the growth in the region. Latin America sales of $18.0 million were up 53% compared to the third quarter of 2007. This continued growth can be attributed to global demand for more bandwidth. Wherever end subscribers need increased bandwidth, whether it be wire-line and wireless carriers, cable TV operators, municipalities, or large business customers, ADC is not only creating the products to build the next generation networks, we also have the experienced knowledge and services to help our customers successfully design and deploy these networks. A timely example of ADC’s solutions are used to meet the needs of mission-critical, high-bandwidth next-generation networks, is the use of our fiber connectivity and wireless coverage products at both the Democratic and Republican national conventions. The intense voice and data bandwidth needs of the tens of thousands of delegates and media were served by ADC fiber and wireless solutions. This is a great illustration of how ADC is positioned for future success in an expanding broad-time-anytime-anywhere world. When you step back from looking at ADC through a 90-day short-term lens you can see a company with among the best growth rates in the communications equipment industry. Since 2003 we have been building ADC as a leading global fiber and wireless growth company. Our expected five-year compound annual growth rate through fiscal year 2008 will be in excess of 20% in revenue and over 30% in cash flow from operating activities. Based on our five-year history of consistently improving financial results, our high confidence in the long-term potential of our business, and our commitment to maximize shareholder value, we have announced a share repurchase program of up to $150.0 million. We believe the purchase of our common stock at current price levels represents a very attractive use of our capital. We are also taking other near-term actions to deliver shareholder value, manage our business effectively, and grow our operating earnings. As I said previously, we are firmly committed to managing ADC strategically for the long term. Inherent in this commitment is the expectation that the kind of quarter-to-quarter fluctuations we experienced in the fourth quarter of 2005, the third quarter of 2006, and in the third quarter of 2008 will continue to be a part of our business. These fluctuations are largely due to the short lead-time nature of our business. While these movements are to be expected and should not detract from our long-term growth, there are other factors within our industry and the macro economy that also influence our financial performance. A few weeks ago we revised our annual guidance modestly as our gross margins decreased in the quarter due to unfavorable product mix, higher costs associated with commodities, higher transportation costs, and other raw material costs net of cost savings from our competitive transformation initiative. It is no secret that the global demand for these commodities used in our industry and our products have risen dramatically, which has caused significant commodity cost inflation to ADC. The cost of our primary ADC raw material commodities for steel, copper, aluminum, fiber, and resins, as well as transportation costs, have increased significantly throughout the past year. While our previously announced competition transformation initiatives have lessened the impact of these material cost increases, we have unfortunately begun to see the impact of these higher costs in our gross margins and earnings. We will continue to explore ways to minimize the impact of material cost increases and we will also be taking additional pricing actions where possible, similar to actions we have seen in the market place from our competitors. I have previously stated that the 35%-36% gross margins are the right long-term range for our business. I believe that range is still achievable longer term with a favorable product mix and continued focus on manufacturing efficiencies and cost management. To conclude, we remain firmly committed to managing our business strategically for sustained, long-term financial growth to maximize shareholder value while taking the necessary day-to-day steps to maintain our strong, long-term momentum. We see no change in our customers’ commitment to investing in the network infrastructure required to deliver broadband services to business, residential, and mobile subscribers. ADC is aligned strategically with our customers’ fiber and wireless growth initiatives, and as such we are well positioned for becoming a preferred infrastructure partner for broadband information networks around the world. I will now turn the call over to Jim for his comments on our financial results for the quarter. James G. Mathews: I am going to begin with on overview of our third quarter operating results, covering the significant items and then go into a bit more detail. First, our third quarter sales of $390.0 million grew 13% year-over-year and were down 3% sequentially from the second quarter of 2008. This 2008 third quarter sequential decline is comparable to a 2007 declined of 1% and a 2006 decline of 4%. Excluding sales from the LGC Wireless and Century Man acquisitions, third quarter 2008 sales were up 3% versus the third quarter of fiscal year 2007. Gross margins in the quarter were 33.6%. This compared to adjusted gross margins of 36.3% in the second quarter and 35.4% in last year’s third quarter. Our reconciliation of margins on a GAAP versus adjusted basis is provided in our earnings release. GAAP diluted earnings per share was $0.12 in the quarter. This included $0.15 per share of certain charges that I will detail below. Total cash provided by operating activities from continuing operations remained strong with our business generating $56.0 million in the quarter and $159.0 million over the past 12 months. Now let’s review these consolidated earnings in a bit more detail. Our GAAP diluted earnings per share from continuing operations was $0.12 in the quarter compared to $0.14 per share in the second quarter of this year and $0.15 per share in the third quarter of last year. This quarter’s $0.12 earnings per share includes $0.15 of certain expenses comprising $0.05 per share for a non-operating, non-cash securities impairment; $0.08 for purchased intangibles amortization; $0.02 of stock option compensation expense; and $0.01 for foreign exchange translation adjustment. These charges were partially offset by a $0.01 benefit from the reversal of a restructuring charge from a prior period. In the second quarter of 2008 earnings per share was $0.14 and last year’s third quarter earnings per share was $0.15. These included $0.25 and $0.23 respectively of certain expenses, the dollar amounts and related EPS impacts of which are listed in the supplementary section at the back of the earnings release. Gross margins of 33.6% in the third quarter compared to an adjusted 36.3% in the second quarter of 2008. This decrease was a result of unfavorable product mix, higher cost associated with commodities and other raw materials, higher transportation costs, all net of cost savings from our competition transformation initatives. As Bob stated, we are addressing these issues in several ways. With commodity costs having increased significantly, we will be taking additional pricing actions similar to actions that we have seen in the market from our competitors, which will help offset cost increases that have affected ADC. We are also aggressively continuing our competitive transformation programs of product portfolio management, modular designs, enhanced customer interactions, improved operational structure and processes, and integrated supply chain. We expect these programs to product in excess of $30.0 million in savings this year and around $25.0 million of savings in each of the next two years. Regarding product mix, our suite of central office connectivity products tend to deliver higher than average margins for ADC while outside plant connectivity products, that have generally been developed in the market place for a shorter period, typically deliver lower margins. In the first half of the year our mix was more focused on central office connectivity, as the customer projects that drove this mix migrated their development from the central office toward subscribers of telecomm services, our mix in the third quarter became more focused on outside plant connectivity. Among our aggregate copper and fiber connectivity sales the central office portion represented 52% in the third quarter of 2008 compared to 56% in the second quarter of 2008 and 55% in the third quarter of 2007. Thus, the outside plant portion of these sales increased to 48% in the third quarter of 2008 compared to 44% in the second quarter of 2008 and 45% in the third quarter of fiscal 2007. During the quarter selling and administration expense was $75.0 million, compared to $78.0 million in the second quarter. Research and development costs were $22.0 million, which was flat versus the second quarter. The lower sequential operating expenses in the third quarter were principally due to reduced accruals for incentive payments. Other income expense primarily includes the securities impairment charges in the second and third quarters of 2008 and the foreign exchange translation adjustment in the third quarter of 2008 previously mentioned. Moving on to working capital, DSOs were 54.3 days during the quarter, an improvement from 56.1 days in the second quarter of this year. Third quarter inventory turns were at 5.4x, up from 5.3x in the second quarter, and the best inventory turn measure over the last couple of years. We generated $56.0 million in total cash provided by operating activities from continuing operations in the third quarter and $159.0 million in the 12 months ended August 1, 2008. Depreciation and amortization expense was up just slightly to $21.0 million in the third quarter, versus $20.0 million in the second quarter. Property, equipment, and patent additions produced a net expenditure of $11.0 million in the third quarter, versus $13.0 million in the second quarter. ADC’s total cash, cash equivalents, and available-for-sale securities were $738.0 million as of August 1, 2008, which compares to $899.0 million on May 2, 2008. The $161.0 million decrease during the quarter was primarily due to the $200.0 million payment for the maturity of our 1% fixed-rate convertible notes that were due in June. This payment was partially offset by $56.0 million in total cash from operating activities in the third quarter less $11.0 million in capital expenditures, and a $6.0 million other-than-temporary impairment on available-for-sale securities, which was a non-cash, non-operating charge in other income expense during the quarter. Moving on to guidance, based on our 2008 performance in the first nine months, and our outlook for the remainder of the year, we expect our 2008 annual sales to be $1.50 billion-$1.52 billion, up 13%-15% from 2007. This will represent a 22%-23% five-year compound annual growth rate for revenues since 2003. Based on our 2008 third quarter sales, ADC now expects fourth quarter 2008 sales to be slightly lower than the third quarter of 2008 as customers’ capital spending nears the end of the calendar year. For the entire fiscal year of 2008 gross margins are expected to be around 35%. However, they are expected to rise and decline with sales volume levels and mix from quarter to quarter. Looking ahead and generally consistent with our seasonality, we anticipate sales in the first quarter of 2009 will be lower than the fourth quarter of 2008. Sequential sales declines from prior-year fourth quarters were 7% and 3% in the first quarters of 2006 and 2007 respectively, and if you exclude the Century Man and LGC Wireless acquisitions that closed in the first quarter of this year, sales in the first quarter of 2008 decreased 5% from the fourth quarter of 2007. ADC will provide annual financial guidance for 2009 when we report in December our fourth quarter results for the period ending October 31, 2008. As previously announced we will be changing our fiscal year end for 2009 fiscal year, which begins November 1, 2008, such that our fiscal 2009 will be 11 months, ending September 30, 2009. We will continue on our present quarterly reporting cycle that corresponds to an October 31 fiscal year end through our third fiscal quarter of 2009, ending on July 31, 2009. We will then use our annual report on Form 10-K for fiscal 2009 to transition to a quarterly reporting cycle that corresponds to a September 30 fiscal year end. For financial reporting purposes our fourth quarter of fiscal 2009 will therefore be shortened from the quarterly period ending October 31 to an approximate two-month period ending September 30. Based on our annual sales estimate and subject to sales mix and other factors, GAAP diluted EPS from continuing operations in 2008 is now estimated to be in a range of $0.10-$0.18, which included the following estimated charges, net of tax: An LGC Wireless purchase accounting adjustment previously recorded of $0.03; amortization of purchased intangibles, $0.29; stock option compensation expense of $0.06; restructuring and operating impairment charges of $0.01; the foreign exchange transaction adjustment of $0.01, recorded in this past quarter; and an impairment of available-for-sale securities, which as $74.0 million for the nine months ended August 2008 and is subject to further evaluation through 2008, which amounts to $0.62 per share. This guidance excludes potential future restructuring, impairment, incremental purchased intangible amortization charges, certain non-operating gains or losses, or further adjustments of our deferred tax asset valuation reserve of which the amounts at this time are uncertain. I am now going to turn the call back to Bob for his closing comments. Thank you. Robert E. Switz: Thank you, very much, Jim. At this point, I would simply like to open the call up for questions.

(Operator Instructions) Your first question comes from George Notter with Jefferies & Co.

I guess I want to just ask about the comments side of Sienna this morning. I’m not sure if you listened to their conference call or read the transcript, but they’re commenting on a number of carriers around North America exhibiting weakness here as we roll into the October quarter. I guess I was hoping to get your comments on that. Are you seeing similar kind of weakness or is this something that’s more idiosyncratic to Sienna? Robert E. Switz: No, I did not listen to their call. Unfortunately I had work to do but relative to what we’re experiencing, during the month of August, which is the first of our fourth quarter, what we have seen, more or less at this point in time anyhow, reflects the normal seasonality that we see during that summer months. So a lot of sluggishness, not much happening in Europe. A portion of the U.S., the East Coast particularly, where vacations tend to be taken in August. Typical slow pattern. So we have not seen anything that would constitute a dramatic change from past periods. Having said that, there are certain carriers that obviously have continued to be soft in terms of demand, such as the BellSouth piece of AT&T. But we have lived with that all year and hadn’t really expected a lot of change in the fourth quarter. So again, not having heard the details of the Sienna call, there’s nothing at this point that seems out of the ordinary, given our seasonal pattern.

And just shifting gears a little bit, I was interested in your commentary on commodity costs. I guess I would be curious how much of your cost of goods sold is tied up in the things you referenced, steel, aluminum, copper and so on and how much of an impact has that had on gross margins. And then referencing the pricing actions, I would be curious to know when might we see pricing increase in terms of the timing and how much would you expect those price points to come up? Robert E. Switz: In terms of how much of our COG is exposed is about 25%, to those commodities. Jim has some more specific information that he can share in a moment. But moving to your comment on pricing, we have been taking pricing actions throughout the year, particularly around copper. Now the catch for us, quite frankly, is there are some things that are contractual and where we have contractual arrangements we don’t have the opportunity to pass along price increases. There’s also been, throughout the year, a surge in freight costs and other costs as well. And in all cases we have not been able to pass all, or in some cases any, of that along. So that’s a situation that we’ve been struggling with and it has had an impact on our margins. As we look out going forward there will be some price increases across selected product categories that are implemented probably within the next 30 days. And there’s going to be a secondary review, again, of where we stand relative to the need to price up, probably sometime in the end of December time frame. So again, keeping in mind I’m speaking now primarily for the U.S. market and speaking primarily for the part of our business that is not under firm contract, so it’s not across the board, but I would guess if successful, there might be something in the range of 1% across the total of ADC sales.

I’m sorry, 1% price increase or? Robert E. Switz: Yes. If you net everything out for the stuff that we can’t price for and the portion outside the U.S. and so forth, I’m just winging a number here for you, George, but I suspect it’s probably going to be something in the 1% range. James G. Mathews: George, the add that I think Bob was leaving to me was of the approximately a quarter of our COGS that is driven by basically metals and resins, probably half of that is copper and that’s the area in which we’ve got some flexibility to pass along price increases, so you could take that quarter and basically split it in two and say half of it we’ve got some flexibility on pass along in terms of pricing, the other half we do not.

Your next question comes from Steven O’Brien with J.P. Morgan. Steven O'Brien: Maybe one for each of you guys. Bob, on the revenue mix, when or will it shift back in ADC’s favor at some point in the future? Or is there something fundamental between central office product and outside plant product that could keep margins at this sort of lower, 33%-34%, level for multiple quarters? Robert E. Switz: That’s a good question, and to be fair, I think we’re still evaluating the pattern that we’ve seen this year. But I would speculate the following. I think what we see, and now believe, is that we’re seeing a lot of the central office products purchased in the first two quarters, and the second two quarters are being more skewed towards outside plant and edge products. So I think the best way probably would be to think of the margin in terms of an annual margin as opposed to quarter, with higher margins occurring in the first two quarters followed by lower margins in the second two quarters, and the year is going to end up where it is based on the flow and volume of business over the course of the year, the impact of our competitive transformation program and so forth. But I think that’s the pattern that we’re starting to believe will be the continuing pattern. Steven O'Brien: Can you also comment, Bob, on how do you feel the reiterated guidance for the fourth quarter, or at least for the full year today, compared to July or compared to August, would you say you’re more or less optimistic about the fourth quarter? Do you feel more or less confident in the outlook vis-à-vis six weeks ago or so? Robert E. Switz: Yes, I guess I would speak to it. I know we only have one quarter left so you can kind of do an add-and-subtract and get to a quarterly number, but I would say within the range of the full-year guidance we gave, which would obviously create a range for the fourth quarter, we’re pretty comfortable at this point with that range, based on what we see today. And again, we saw the normal sluggishness in August; we haven’t had customers canceling orders or anything of that nature, so it’s been pretty much a normal August. So I think at this point we have no reason not to be comfortable with the full-year guidance and by deduction, the fourth quarter. Steven O'Brien: And just real quick, Jim, could you help us like looking at Q2 gross margin, 36.3%, Q3 gross margin, 33.6%, can you parse out in any way in basis points, percentages, how much of that reduction came from mix versus any of the elements on the materials or transportation side? James G. Mathews: Sure. I think in general some of it are things you would say you would not have visibility on and then some others would probably be impacted by timing. So if I at this in general I would say there were some price pressures that were maybe 20% of the change quarter-to-quarter. The mix issues were probably 25%-30% of the change for the quarter. The commodities and freight increases that Bob referenced were probably another quarter of the impact. And then a little bit of it actually gets into COGs that can only be adjusted with some time. So when we took down our guidance a couple of months back, you know, we had capacity ready for our prior guidance so we have now taken some action with respect to our factory capacities that were intended to be ready for that prior level of sales. You know, we’ve been taking action reflective of our lower guidance on the top line and so that was probably the last quarter of the impact, the associated costs.

Your next question comes from Ken Muth with Robert Baird.

Looking at the services unit for a second here, I mean that, a couple of years ago was going to be, I thought, a growth area for ADCT. It’s kind of gone back and forth but right now it’s pretty flat. It was up 2% year-over-year. Can you just kind of tell us your intention, how you see that market opportunity? Robert E. Switz: Yes, sure. I think what we’ve said in the past was that the business would grow kind of with the ebb and flow of activity in our customers’ networks. And I think that’s, quite frankly, what it reflects. And also it reflects some of the lack of spending at BellSouth, Ken, where we have the majority of our turf. That area was never an area that we expected to grow beyond the activity of our customers’ turf activity. So it’s not an area that we’re focused on to grow by acquisition or otherwise. It’s really a part of the business that serves some customers extremely well, provides a valuable service and allows us to leverage our product portfolio, but we really don’t expect that to be a sequential grower unless that is the type of activity that is going on in the central offices in the turfs that we manage.

And on the enterprise, any kind of clarity you can give us on what you saw in the United States versus kind of in international market places? Robert E. Switz: Let me start with international. International activity I think was pretty solid for our structured cabling business and our enterprise business in general. So it was pretty good in the Asia-Pacific region. The U.S. was about on track and IMEA was down, I think some of IMEA tended to be associated with the U.K. and Germany, and the U.K. tends to fluctuate as a market. It goes through cycles of up and down. Last year it was up, the year before it was down, this year it’s a little bit sluggish. But in general that business is doing reasonably well and the amount of activity that we’re seeing certainly is encouraging in terms of that business. Particularly in some of the verticals that we’re very strong in.

As lastly, as kind of currency volatility here, I mean the dollar strengthening again, how do you kind of look out the next six months here for what some of your international customers may be doing given the changes in foreign currencies? Robert E. Switz: I don’t think for us we’ve seen increased business specifically because of the strong dollar. And so I don’t think that’s something that has enabled us to be more or less competitive so we have not benefited in that manner. Certainly where currencies are strong we have had the benefit from some translation but I don’t see a change in currency impacting unit volume demand for our product. James G. Mathews: Similarly, at a P&L level, bottom line, they’re going to go ahead and spend at whatever the translation adjustment is to get their strategic builds done and it will be hedged in large part by the cost side.

Your next question comes from Scott Coleman with Morgan Stanley.

When you lowered your full-year guidance back in July you pointed to lower copper and fiber connectivity demand, primarily from North American customers. And it seemed like at the time that orders had been tracking below expectations for the quarter. I think this relates somewhat to George’s question earlier, but have you big U.S. customers, have their order patterns, ex-BellSouth, returned to what you would view as normal? I think that’s the right conclusion based on what you said but wanted to check. Robert E. Switz: I think I may have answered it in multiple comments but I think what we saw is the slow down coming off the pre-buying in the first two quarters. And that’s really what attributed to the fall off in fiber and connectivity. Not necessarily customers’ demand shrinking; I think it had more to do with the fact that there was some pretty heavy purchasing in the first two quarters.

They went more into consumption mode. Robert E. Switz: That’s right. In the first two quarters.

And two other questions, if I could. I’m curious what you’re seeing in China from an order perspective. I know the Olympics haven’t been over for very long but I think there’s a lot of questions given about China and the ramp given cap-ex guidance from the carriers there as they move into the consolidation process. Their expectation looks like there’s going to be very heavy capital spending in the back half of the year. Is that consistent with what you’re seeing? And what are your expectations there through Q4 and Q1? Robert E. Switz: I don’t have China data specifically in front of me but I can say the third quarter was about on track with our expectations for China. I don’t have an assessment yet of what Q4 and the first quarter of next year may be for us specifically. I think there is some expectation that we will see a pick up over the third quarter. But to be honest, as I sit here I don’t have that specific information in front of me. Other than, again, we think 2009, we will see some positive impact. Whether that’s in Q1 or Q2, we are looking for an up tick in China.

And the last one, your enterprise business continues to really stand out, in terms of its strength. And I’m wondering if you can talk a little bit about the drivers there, how sustainable you think it is. Clearly the 10 Gig products are driving some of the strength but how far into that transition do you think we are? Robert E. Switz: I think it’s somewhat early in the transition for 10 Gig, so I think there’s certainly a lot of life yet to go in the enterprise side of the business. The other thing is, we’re establishing strength in various verticals. You know, in the gaming vertical, the financial vertical, and we’re still seeing business in the financial vertical despite the challenges of some of the financial institutions. And our product is very competitive. If we look at our suite of solutions for the enterprise across our entire cabling and wire-line set of solutions, including our in-building wireless, it’s one of the most comprehensive solutions of any vendor. So we do see the opportunity to package and leverage the complete ADC solution. Using an all ADC solution we guarantee the signal integrity and the product and I’m not sure that our competitors are willing to step up to the same level of guarantee. So it sounds a little bit like motherhood but the customers do appreciate it. In fact, I met with a customer last week in Australia that said that that was a factor, that it gave them great comfort that ADC warranties its product for such a long period of time. So I think we’ve established pretty good strength. There’s some pull back in the U.S. market. I think you’ve seen that maybe with some of our competitors and their discussions of their business. So a little bit soft in the U.S. but we’re still doing okay and I think we’re holding our own in the U.S. And it’s been good activity, as I mentioned earlier, in A-Pac. So we’re pretty excited about that part of the business in 2009, and particularly as we begin to bring together in a more formal manner a bundled solution for our customers.

Your next question comes from Christian Schwab with Craig-Hallum Capital.

ASP pressure, which product lines, when you guys talked about the gross margin decline you talked about 20% of it being to ASP pressure. Robert E. Switz: I would say some of the ASP pressure was in our fiber business and I would say that the ASP pressure, some of it was voluntary. Let me use that term. We looked at certain places where we had a desire to maintain high market shares and potentially increase market shares and so price as one, but not the only, factor in trying to maintain and build our position.

Bob, what percentage of revenue, roughly, in the U.S. market only that’s not under firm contract, are you taking about that you can raise prices? And a follow-up to that is how often do you think you could change prices? Robert E. Switz: Off the top of my head I don’t think I can tell you how much explicitly is under contract. I’ll do a little research on that and if it’s important maybe Mark can pass that along. I just don’t have that data cut that way as I sit here. But I will say that our intention, as I mentioned earlier, we see right now two pricing reviews, one within 30 days where we plan to go out on a selective basis. Another look in the December time frame and we will go out again with price increases where we can. So our posture is depending on what commodities do and if commodity costs, freight costs, etc. continue to rise and become problematic, we will try to price where we can to recover that. If things stabilize or moderate, well then of course we’ll hold our current position.

In your comment you talked about your gross margin long-term range target being 35%-36% and I think you said still achievable long term. Does that mean we should not assume that gross margins, on a blended basis, should be in that 35%-36% range next year? Robert E. Switz: I think at this point the best I could say is I think in the front half of the year, if the patterns are similar to this year, you’re going to see those types of numbers. And in the second half of the year, again if the current pattern follows, you will probably see margins somewhat less. Not knowing what the specific mix will be that far out it’s hard to be more specific than that. So maybe long term is maybe a confusing term. But I would say that when we look at this year’s annualized gross margins, whatever that turns out to be for the year, I would speculate that that’s a margin that we can probably hold into next year and likely see a pattern of higher margins in the first half, lower margins in the second half, and then of course, the big unknown will be how much of an impact does pricing have on that and how much of an impact does our CT program have as an influence on that. So I don’t want to lead you to believe that it’s going to be a year out before you see margins like that in any specific quarter.

And is it fair to say, since there was lots of concern and questions regarding Sienna and their outlook today, is it fair to say, Bob, that historically, since you run a book-and-ship business versus a backlog business, that any changes in spending patterns, especially to the central office, you see them very quickly. I know that you attach Sienna’s equipment as well as a host of other leading OEMs obviously, that possibly they’re seeing what you saw in July? Robert E. Switz: That’s quite possible. You know, most of those products are on lead times. There’s backlog which we don’t carry so it is conceivable that it caught up with them. And that’s where the cancellations come in. And again, we don’t have that particular phenomena so it’s a good observation and very well there could be a correlation.

Can you give us the percentages of your top customers in the quarter? Robert E. Switz: Yes. It’s the usual cast of characters. James G. Mathews: It’s about 16% for both of the top customers, each AT&T and Verizon. Robert E. Switz: So Jim answered that. And if you look at our top five customers it’s around 41% and that’s a number that’s been pretty stable over time. In the quarter Verizon and AT&T were just about even.

If we’re having a conference call in a few more months and you have not spent the entire $150.0 million buying back your stock, would there be a specific reason for that? Robert E. Switz: Probably just opportunity and the ability to acquire shares at volume levels that would allow us to spend the money that fast. We do believe at certain prices the stock is an attractive bargain and we will be in the market over time. We would expect, it’s likely, we will use that $150.0 million.

Your next question comes from Tal Liani with Merrill Lynch.

This is Vivek on Tal’s behalf. As you look at the next two quarters, your guidance suggests sequential sales declines. So essentially Q1 2009 sales are expected to be lower than the sales of the quarter that you just reported. So why do you expect gross margins to go up? I assume it’s probably a better mix, but when I struggle is when you look at U.S. telecos they are seeing a lot of declines in their DSL subscribers so I assume that has a bearing on your central office sales. So how should we look at really this critical gross margin metric for the next two to three quarters? Robert E. Switz: I would say mix clearly is going to play a role. Our CT program will play a role. We do expect a continuation of central office fiber growth and build. The need for bandwidth is pretty apparent and so we see the facilitization of central offices continuing. So again, depending on how much of a volume change there is, with the same sort of mix that we experienced this past year, we would expect to see a pick up in margins. And then again, playing in some of this pricing activity, as well. Mark P. Borman: Vivek, the guidance that we’ve given is 35% for the full year, which would equate to 34% in the fourth quarter.

I see. So slight sequential improvement. Mark P. Borman: It would be flat. Well, yeah, slight, but anyway, we’re saying 35% for the full year so you’re mistaken there.

The other thing is even though Sienna said that orders are not being cancelled, that sales cycles are lengthening, are you noticing any delays in carrier decision making beyond what you would have from normal seasonality? Robert E. Switz: Only the ones that we’ve talked about now for some time. Clearly AT&T has had lots of deliberations, budget reviews, etc., so there’s no new news there. Beyond that there might be some tier 2s or independents that may be pushing decisions out a bit but in general we have not seen that pattern. I don’t see anything, at this point, in our business that’s unusual in that regard. So it may be something that’s unique to Sienna and where they play in the network.

And just the last question, Bob, is organic sales growth. If my math is right, your organic sales growth has declined in the last three quarters. From what I calculate in Q1 2008 it was closer to 5%-6%. The quarter you just reported it was 2%-3%. How should we think about your organic sales growth rate going forward over the next two to three quarters? Robert E. Switz: Keep in mind that overall cap-ex growth this year was at least forecasted to be around 2.4% so our organic growth is higher than that. We have said that we would expect mid-single digits. Keep in mind that parts of our business that would contribute to that organic growth, particularly BellSouth and a couple of other customers that have not been spending, have certainly hurt the organic growth rate. At some point we see that bouncing back. We also had a good year in IMEA and we’re expecting to see more of the same next year. So I think we’re pretty comfortable saying that we’re going to be in that mid-single-digit range for organic growth. And depending on which forecast you believe for cap-ex, at least the one that I’ve looked at, suggests that in 2009 there will be about a 3% decline in cap-ex spend, year-over-year, and we’re still forecasting mid-single digit type growth. So I think we’re doing pretty well, all things being considered.

So from what you have said, if I were to just try and connect the dots, essentially fiscal 2009 could be sort of mixed-single-digit type top line growth, perhaps flat gross margins, and what perhaps flattish op-ex relative to fiscal 2008? Is that the right way to sort of think about it? Robert E. Switz: Yes. I’m really not in a position to comment in detail on 2009. We’re not giving guidance for 2009 right now so there’s nothing official that I would say around our expectations. But I think in general, we’ve said in the past, that on a long-term basis we do expect to grow in that mid-single-digit category organically and then supplement that with acquisitions.

Your next question comes from Raimundo Archibold with Kaufman Bros.

A couple of questions. One is can you just bring us up to date in terms of what you’re seeing in the underlying demand trends for the wireless solutions business? Robert E. Switz: Yes, the in-building wireless part of our business is very strong, globally. And we see increasing opportunity with that part of our business. On the outside portion of our wireless business things are slow. Our customers there, as well as what you’ve heard from other people in the same business, that part of the business has been sluggish. What I will say, though, in terms of some of our newer products outside of the building, there’s a lot of interest in our products. Several trials going on with URH so from my perspective, if all goes well, we’re hoping for a pick up in that piece of the business in 2009. Because certainly we have seen a lot of interest and a lot of customer activity around interest in trailing the product. But the in-building side continues very strong.

And on the in-building side have you seen much of an impact on demand with the slower, if you will, slower, new commercial or office building construction? Robert E. Switz: Not yet. We’re still seeing very, very strong activity and commercial builds really haven’t, in fact, at least my understanding is the commercial market hasn’t really deteriorated at this point in time as the residential housing market has. But we have a play into the enterprise and existing buildings. To some extent it’s a mix of new build and upgrading or adding to current campus and enterprise.

And then last question, more broadly, can you characterize what you’re seeing in the non-U.S. markets, where the pockets of strength have been, and sort of are you seeing those trends continuing for the remainder of the calendar year? Robert E. Switz: Yes, IMEA was very strong and it was being driven by fiber. Asia also has been strong and again fiber as well as structured cabling and flash enterprise have played a role in that market. The U.S. has been strong, particularly for fiber solutions. In-building, I would say pretty across the board, as a product line.

Your last question comes from Robert Bobo with Diamondback Capital.

Jim, I just had a question clarification on comments earlier about potential actions internally to combat questions around margin. You mentioned, I believe, some incremental restructuring that if I heard you correctly would add an incremental $25.0 million in savings a year for the next two years. Is that correct, did I hear that correctly? James G. Mathews: Rob, what we said was that our competitive transformation efforts, which have been ongoing for some time, and are expected to generate something on the order of $30.0 million this year, are expected to generate another $25.0 million in each of the next two years. What you need to recognize, though, is that you can’t just take that and say let’s add that to gross margin. Those, in many cases, are offsetting a lot of the other effects that we’re seeing from commodities, from pricing, from all the other competitive issues that are going on out there. So we can measure those benefits and say that they’re real, but in many cases you can’t just add them to the gross margin simply because they’re offsetting a lot of other impacts that we’re seeing.

I guess what I was looking for was a clarification of those restructuring activities as they impact gross margin and operating margin respectively. I know we’ve spoken in the past about your kind of two to three year game plan to try to get the business to 14%-15% type operating margins over time. Is it fair to say that that $25.0 million of incremental action to look for next year is primarily a function of preserving gross margin strength as opposed to, in addition to what you’re doing on the operating margin line? James G. Mathews: That’s right. Robert E. Switz: That $25.0 million shouldn’t be thought of as restructuring. That’s ongoing competitive transformation. In terms of restructuring, I’ll make a general statement. Over the next 12-14 months, as we continue to look at the business, if there are parts of the business that we conclude aren’t carrying their own weight and aren’t going to get to levels of profitability and potential that we think they should, then clearly we would take whatever restructuring is needed to improve the business.

And I just had a quick question on the buyback. Obviously we’ve spoken at length about the strength of the balance sheet and the authorization from the Board given your free cash flow generation assuming anywhere close to your expectations, it should almost entirely cover your existing authorization from the Board. Thereby not really incrementally increasing your leverage. Given you discussed your intention to hopefully use the buyback, the discussion with the Board around the size and scope of the authorization, should we think of the priorities in regards to increasing the leverage ratio of the business, where are you comfortable in running the business on a turns basis? Has that changed at all? Robert E. Switz: I think the $150.0 million represents a reallocation in divvying up of capital in a manner that allows us to feel pretty good that we can spend that money to reacquire our shares and not compromise our ability to run the business, nor compromise the mid-to-near-term acquisition activity that we would like to pursue. Mark P. Borman: If there are no other callers, we will conclude our call. Robert E. Switz: Thank you all for participating.