Mike Bishop - Director, IR Robert Vrij - President and CEO Hal Covert - CFO

Amir Roderdowski - Lehman Brothers Matthew Hoffman - Cowen and Company Scott Zeller - Needham & Company Larry Harris - Oppenheimer Jovan Mathew-Deutsche Bank

Good afternoon everyone, and welcome to the Openwave Third Quarter Conference Call. Today’s call is being recorded and will be available for replay later today. For opening remarks and introductions, I would like to turn the call over to the Director of Investor Relations, Michael Bishop. Please go ahead, sir.

Thank you. Good afternoon everyone. And thank you for joining us today to discuss the results of Openwave Systems' Third Quarter of fiscal year 2007. I’m Mike Bishop, Director of Investor Relations for Openwave. Joining me today from Redwood City is Robert Vrij, our President and CEO; and Hal Covert our Chief Financial Officer. Before we discuss the results for the quarter, I want to remind everyone that we’re operating under the rules of Regulation FD. A press release was distributed at the close of the NASDAQ stock market, and if you’ve not yet seen a copy you can find one at our website at openwave.com. For your convenience, this call is being recorded, and will be available for playback from our website for one year. Before we begin, I would like to remind you that any remarks that maybe made on this call or in our earnings press release about future expectations, plans, or prospects for the company may constitute forward-looking statements for the purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors. These factors include the specific risk factors discussed in the company’s press release that was distributed today at the close of market and in the company’s filings with the SEC, including but not limited to Openwave Systems fiscal 2006 financial results on Form 10-K and any other reports subsequently filed with the SEC. We intend to make several forward-looking statements during this call that are based on management’s current outlook as of today. We do not expect to update these business outlook statements until the release of Openwave’s next quarterly earnings announcement, and disclaim any obligation to do so prior to that time. However, we reserve the right to update the outlook for any reason during the quarter. And with that, I’ll turn the call over to Robert.

Thanks Mike, and good afternoon everyone. Thank you for joining us on today's call. The Board appointed me as CEO of Openwave on March 23rd, and I am excited about this role and honored that the Board has placed its confidence in me. Before I run through the script, I wanted to share with you why I joined Openwave, and why I believe a significant market opportunity exits for this company. Firstly, Openwave has a strong pedigree, as a pioneer of the mobile data services market we have an unrivaled heritage as wireless innovators, and retaining unique incumbency with largest operator across the world. And I believe that our new solutions will enable us to recapture our position as pioneer in this market. Helping our customers raise ARPU, while lowering total cost of ownership. The time it has taken us to bring these new solutions to market has undoubtedly impacted us over the past year. However, I'm confident that these new solutions as they begin to reach the market will reestablish Openwave as an industry leader. An area of the business that I do not believe, we have capitalized on has been to recognized the revenue potential in our existing product portfolio. An immediate area of opportunity that I will be focusing on in the near term is bringing the next generation of a core product lines to market. I will cover the traction we are seeing in these core areas of our business in a few minutes. Overall, I believe that fiscal year '08 is a year where my focus will be on stabilizing the business, putting the right cost structure in place and capitalizing on the significant opportunity that I believe exist in our next generation core products while we bring solutions to market. I will talk to some of the areas I planned to address as we move forward. I continue to be impressed with the caliber and commitment of employees at all levels in Openwave. We have an incredibly talented employee base that continues to drive innovation throughout the organization. In fact the underlying business, technical and operational strategies that the teams are operating are fundamentally solid. However as a company we must do a better job in linking our strategy with the necessary detailed plans to execute. We must apply more discipline and rigor to both forming and leveraging strategic partnership to scale our business. In a previous role managing Lucent media operations, partnerships were an essential part of our growth strategy. More recently channels played an integral role at 50% of total revenue of taking my previous company Gen Band to a market leading position. At Openwave, I recognized that we need to do a better job in creating and leveraging strategic partnerships that will help us capitalize on market opportunities moving forward. During the call today, I want to provide you at some greater insight into our product transition and talk through how we are successfully evolving the core-areas of our product portfolio to be in line with the needs of our global customer base. I will then share feedback I have received from customers before I turn the call over to Hal, who will walk to our financial results in more detail. The Gateway line of business, which we pioneered with our Mobile Access Gateway is a key focus area for us. We are currently developing our next generation Gateway to support multiple protocols with uniform policy management and the ability to add value-added services across all protocols. The next generation gateway addresses the needs of our customers who are evolving from a WAP based content delivery model to a service delivery model that includes HTTP and RTSP protocols; supporting these protocols, inherently without the need for costly and time consuming integration. It also features open internet browsing functionality that enables content adaptation and optimization to deliver full internet content to mobile data enabled devices in a user friendly and device intelligent format. With the next generation gateway, operators will be able to offer revenue generating content access and also support emerging services models such as mobile advertising. Leveraging our strong incumbency, we also continued to drive innovation with our client business, which includes our latest Mercury browser. Earlier this quarter at CTIA, we announced our mobile widget solution, which leverages the mobile AJAX-based MIDAS application development environment. Mobile widgets marks the latest edition to our client portfolio and it's designed to help operators and handset manufacturers simple access to personalized content. By optimizing their presence on the mobile phone ideal screen, mobile widgets will enable operators to drive increased service adoption. The messaging market remains a critical component of our customer’s data services strategies. This is a core part of our core product portfolio and I am pleased that we continue to innovate and drive new products into the market with key customers worldwide including KKDI and Softbank Telecom with Rich Mail. A new AJAX-based webmail solution that is designed to increase the value of messaging services. The value of Rich Mail for operators is that it's taking email, which has traditionally be known as a cost center and turns it into a revenue generator, and the ability to combine content, communications, and community into a seamless Web 2.0 internet experience. We also announced a new trial this quarter with Telefonica Spain for our converged communication solution. That is IMS-ready, handset-to-network solution that combines SMS, MMS and IP messaging into a single, intuitive and personalized experience. Our aim with our converged communications solution is to help operators enhance their messaging, user interface and enable new communication services for mobile and broadband users. Both through mobile phones and PC’s and ultimately to help operators drive more usage and revenues from messaging and communication services. Our location, infrastructure, remains a fundamental element in driving enterprise and consumer location-based services to the market. This month Nextel Mexico announced two new services iLocator and iFollow based on our location manager solution. I am pleased that in the last quarter, we've announced a number of new solutions that we believe mapped to the evolving needs of our customer base. Both MediaCast, a next-generation content delivery and merchandising system and Contextual Merchandising and end-to-end targeted content and promotion solution open new revenue opportunities for our customers. In summary, we continue to invest in our product portfolio and I am encouraged by the traction we are seeing with our next generation products, as we continue to bring new products to the market. In the last 90 days, I have traveled extensively. I met with over 50 customers worldwide. In these meetings, I have been consistently encouraged by their positive assessment of our products, services and capabilities. But most importantly, they continue to believe in the pedigree of Openwave and our ability to deliver pioneering products to the market. They have questions about what the strategic alternatives remain for Openwave's ongoing support of their businesses. And one of my highest priorities had been to assure them that no matter what the outcome of this process is. No decision will be made that will negatively impact the relationship we have build with them and the world class service we offer them. They understand that the industry has and continues to experience some consolidation and it is prudent for Openwave to look at all options that will strengthen the company and make it more competitive for the long-term. One of my top priorities going forward will be to continue building stronger relationships with our customers and to maintain an open dialogue with them. Put simply, we want to better understand and be responsive to our customers evolving an important needs, to that end, we are continuing with our global top 30 programs, which allows us to focus our efforts on customers with the highest revenue and potential for growth. I have assigned members of the executive team including myself to serve as executive sponsors for these customers. From operations perspective I would now like to provide a brief update on important areas of focus for myself and the executive team. The improvement of sales productivity or the key initiative launched last year and remained a focal point for organization across all of our regions. I’m pleased that now we have the right teams and the right field locations to support our key customers worldwide. In terms of senior sales leadership I look forward to announcing some key appointments over the coming weeks. I recognize the important need for us to align the revenue and expenses and this is one of my top priorities. I am confident that these efforts will help us to build upon a firm foundation to try to maximize value for our stockholders. I look forward to speaking and meeting with you in the financial community and getting to know you better. I know that our stockholders and analyst have valuable insights and perspectives and I look forward to hearing your problem. I believe in open dialogue with our stockholders and I believe we had a great story to tell and a good business with significant potential. I pledge to do my best to communicate about our business and our plans. With that I would now like to turn over to Hal who will discuss our third quarter financial performance.

Thanks Robert. I would like to cover three topics. Highlight of our financial results for Fiscal Q3 '07 directional statements related to Fiscal Q4 '07 targeted financial performance and our $100 million stock repurchase program. Unless otherwise indicated gross margin expense and earning related items are reported on a non-GAAP basis, which excludes stock-based compensation, amortization of acquisition related costs, restructuring expense, retention bonuses related to exploring strategic alternatives and certain legal expenses. Revenue for fiscal Q3 '07 was $71.1 million compared to $83.9 million for fiscal Q2 '07 and a 130 million for fiscal Q3 ’06. For fiscal Q3 '07 the majority of our revenue was related to legacy products and services. The decrease in revenue on a sequential and year-over-year basis is a result of our product transition. For fiscal Q3 '07, Sprint Nextel represented approximately 19% of total revenue on an individual basis. No other customer represented more than 10% of our quarterly revenue. On a geographic basis, the Americas represented approximately 46% of total revenue, EMEA 29% and Asia 25%. Gross margin for fiscal Q3 '07 was 56% versus 61.9% for fiscal Q2 '07 and 71.4% for fiscal Q3 '06. The primary reason for the decrease in gross margin percent is a drop off in license revenue as a percent of total revenue. For fiscal Q3 '07 license revenue represented 21% of total revenue, 29.5% for fiscal Q2 '07 and 51.4% for fiscal Q3 '06. The decrease in license revenue is a result of product transition. Operating expense for fiscal Q3 '07 were $60.2 million compared to $58.1 million for fiscal Q2 '07 and $62.2 million for fiscal Q3 '06. For fiscal Q3 and fiscal Q2 '07 operating expenses included $1.6 million and $2 million respectively for bad debt expense. For fiscal Q4 '07 we do not anticipate the need for additional bad debt expense at the level of experienced in the last two quarters. Headcount as of March 31 '07 was 1,402 compared to 1,432 as of December 31st, '06 and 1,438 as of March 31st, '06. For fiscal Q3 '07 our operating loss was $20.4 million versus an operating loss of $6.1 million for fiscal Q2 '07 and operating profit of $18.5 million for fiscal Q3 '06. The increase in operating loss for fiscal Q3 '07 when compared to fiscal Q2 '07 and a reversal of operating profit when compared to fiscal Q3 '06 is essentially due to lower revenue in particular licensed revenue. Other income for fiscal Q3 '07 was $3.9 million versus $4.9 million in fiscal Q2 '07 and $4.1 million in fiscal Q3 '06. The decrease in other income for fiscal Q3 '07 when compared to fiscal Q2 '07 is the result of using $100 million of cash for our stock repurchase program. Our non-GAAP net loss for fiscal Q3 '07 was $18.5 million or $0.20 per share compared to a non-GAAP net loss of $2.7 million or $0.3 per share for fiscal Q2 '07, a non-GAAP net income of $21.8 million or $0.21 per share for fiscal Q3 '06. As in the case of our operating loss, lower revenue and particularly license revenue is the cause of the unfavorable comparisons. Our GAAP net loss for fiscal Q3 '07 was $32.5 million or $0.35 per share, compared to a GAAP net loss of $15.8 million for fiscal Q2 '07 or $0.17 per share. For fiscal Q3 '06 our GAAP net income was $9.6 million or $0.10 per share. Please see the financial statements including with our press release issued earlier today, which has a reconciliation table for GAAP and non-GAAP net income. Average shares outstanding for fiscal Q3 '07 were $92.1 million, for fiscal Q2 '07 $93.4 million and $103.2 million for fiscal Q3 '06. As of March 31st '07, our average shares outstanding were reduced by approximately $1.5 million shares as a result of our stock repurchase program. I will provide more information about our stock repurchase program a little later. Bookings for fiscal Q3 '07 were $56.5 million, which represents a book-to-bill ratio of 0.8. Our bookings for the quarter did not include any next generation products for our large new projects. Backlog as of March 31st '07 was $272.1 million versus $286.6 million as of December 31st '06 and $230.7 million as of March 31st '06. Approximately 70% to 80% of our backlog is expected to be converted into revenue over the next 12 months. Deferred revenue as of March 31st '07 was $59.5 million, compared to $62.7 million on December 31 '06 and $48.1 million on March 31 '06. Cash and investments as of March 31 '07 were $389 million compared to $478 million as of December 31 '06 and $502 million as of March 31 '06. The decrease in cash and investments as of March 31, '07 compared to December 31 '06 was the result of about $100 million stock repurchase program. On a year-over-year basis cash and investments decreased as a result of our stock repurchase program and to acquisitions that were made for approximately $12 million in cash. For fiscal Q3 '07 we generated $52 million in cash by reducing accounts receivable and used $41 million in cash for the following items. Non GAAP operating loss $16 million, GAAP expenses of $3 million that were not included in non-GAAP expenses; capital expenditure $3 million, acquisition $3 million, restructured grant $5 million other working capital items primarily and increase in prepaid expenses and the reduction in accrued liabilities of $11 million. Now I would like provide in more detail the accounts receivable update. During the Fiscal Q3 '07 we had accounts receivable collections of $116 million and reduced our accounts receivable from $149 million as of December 31 '06 to $95 million as of March 31 '07, a reduction of $54 million,. Taxes for Fiscal Q3 '07 exceeded revenue of $71 million for the quarter by $45 million. Turning to the elements of accounts receivable, first the billed accounts receivable, which includes payments due from customers for which we have recognized revenue and in some cases have not recognize revenue. Billed accounts receivable as of March 31st, '07 was $74 million compared to $130 million on December 31st, '06 and $92 million on March 31st, '06. Next, we have unbilled accounts receivable, which reflects future customer billings that have been included in revenue. Unbilled accounts receivable as of March 31st, '07 were $21 million compared to $36 million on December 31st, '06 and $66 million on March 31st, '06. DSO as of March 31st, '07 was a 121 days compared to 160 days on December 31st, '06 and 125 days on March 31st, '06. By June 30th, '07 our goal for DSO was a 100 days. This goal includes 80 days for billed accounts receivable and 20 days for unbilled accounts receivable. The targeted reduction in DSO is expected to generate approximately $10 million to $15 million in cash during fiscal Q4 '07. Now I would like to discuss our financial outlook. As indicated in our press release of March 23rd, '07 we will not provide quarterly or annual financial guidance for the time being. However, I would like to make some directional statements about targeted financial performance for fiscal Q4 '07. Bookings are too difficult to estimate given the answer of the alarm closing deals for our next-generation products. We started fiscal Q4 '07 with the same level of projected revenue coming from backlog and one-way business that we had when we started fiscal Q3 '07 approximately $60 million. Non-GAAP operating expenses are targeted to be in the range of $55 million to $57 million. Non-GAAP operating expenses excludes stock-based compensation, amortization of acquisition related costs, restructuring expense, retention bonuses related to exploring strategic alternatives and certain legal expenses. Moving on we completed our $100 million stock repurchase program on April 12th, '07. As a result of this program, we repurchased and retired approximately an 11.8 million shares of common stock. After deducting these shares we will have approximately 83 million shares outstanding. Just before closing I'd like to note that our previously announced program to explore strategic alternatives is underway and as indicated when we announced the program, we will not provide any updates until or unless our Board of Directors has approved a course of action. Also regarding the lawsuit with (inaudible) we are waiting a decision from the trail judge. Now I would like to open the call for questions. Operator, please take the first question.

Thank you. (Operator Instructions). Our first question today will come from Lehman Brothers, [Amir Roderdowski]. Amir Roderdowski - Lehman Brothers: Hi guys. Just a quick question in terms of the backlog, I know how you had mentioned that the bookings didn’t include any of the new or next-generation products. How should we consider next-generation products traction and sort of composition within your backlog?

So I would say that, the way to look at the backlog now is very similar to the way we started as I mentioned fiscal Q3 in terms of license revenue maintenance and support and professional services. So pretty much a snap shot going forward certainly our goal is to close our next-generation business and also some large projects and those start that new business should have a profile. It looks like our old business, essentially prior to getting into this drop off with higher license revenue. Amir Roderdowski - Lehman Brothers: Okay and then just secondly, it seems as though your headcount has remained fairly flat for the last several quarters. The question I have is having publicly announced the seeking strategic alternative, what type of programs are in place to incentivize your employees in order to execute on some of the strategies led out by Robert?

Yes I think there would be done a couple of different things. I think you do know that we did announce some change over control brilliance for our senior executive team. So they have started to help us get through this process and if there is no outcome, they'll continue with the company. For the next layer down, we have implemented a number of retention programs and we did have a small amount of our expense flow through this past quarter for that. In the next two quarters we do expect to continue to have expenses related to retention bonuses and again we feel that we've done the right things in terms of looking and giving incentives to the critical people to stay with the company as we work our way through this program. Amir Roderdowski - Lehman Brothers: And then I guess, lastly moving on to your customers, in terms of I know Robert you'd mentioned some of the discussions around the carriers in terms of the longer term viability for support of Openwave. I mean, is there any other color you can give us, because it seems as though given that bookings were down -- surrounding how we should consider carriers reception for new products and so forth there?

Yeah thanks for the question. As I mentioned before, I have spent an amazing amount of time on the road as of recently and the feedback from carriers has been as follows, is that they have seen that there has been a number of different consolidations on the network infrastructures side of the IMS architecture. You've seen Lucent, Alcatel Siemens as well as Ericsson and so we have actually been in acclimated to an environment where they have seen a lot of different considerations relative to strategic alternatives. So when I talk to them, they continue to be convinced that with our focus on them as customers. And we really are intent to continue to look as bringing them broader solutions in the future that they actually feel convinced that we are as a company are not only proactive as we should, but that way they generally feel very-very comfortable with -- looking at Openwave on a going forward basis either independent or with any other type of an arrangement that can give a larger "solution" to them as we go forward. Amir Roderdowski - Lehman Brothers: Thanks a lot guys.

Thanks for the question, we appreciate it.

Next question comes from Matthew Hoffman with Cowen. Matthew Hoffman - Cowen and Company: Yeah, another question for you Robert. Can you just talk about the timeline for some of the new products, the mobile widgets, looking at internet browsing and the in relative the zero bookings on the new product front? Is that really a function to market readiness or is it a question of uptake or just a really long sales process for the new products? Thanks

Thanks for the question, relative to mobile widgets and some of our new products that we have launched are mentioned in the script as recently at CTIA, we are definitely getting the confirmation from those customers that those particular products are right in line with their goals for new ARPU generation and total cost of ownership, as it relates to some of the short term decisions, relative to some of the new product sales. Customers as you know are going through the process of looking at reference architectures and have to do with IMS. And so we are obviously actually being very proactive at looking at our products and the pitching of our products inside that new complimentary IMS referenced architecture. And so I think the timing as such is having to do with that piece of it as well as I think some of the effect that we have now more recently looked at, not only leading its products that we believe we are going to actually lead to our revolutionize the industry again. But now recently we found amazing amount of opportunity and taking what we have traditionally found in our legacy products and up selling those opportunities in the three major areas that I have talked about in this script. Taking our gateway business to the next-generation gateway business, which again is heavy on ARPU, and heavy on total cost reduction as well as a natural extension of our market leading position in e-mail with a product called Rich Mail. And then also on the browser side again as I mentioned earlier with products such as widgets. So I think that’s the end of they did, they associated with the timing of those decisions relative to some of the products that we have available today and those that we are be able to bringing to the market in the next 2 to 3 quarters. Matthew Hoffman - Cowen and Company: Though wasn’t the IMS, some of the new products are dependent on the roll out of IMS?

It’s very important for us to make sure that our products are IMS ready and as a key focus as a company to ensure that our product portfolio is as such the advantage we have it Openwave in that regard is that our portfolio as you know is very heavily on IT, which give us an advantage in order to be able to play in that IMS architecture. Matthew Hoffman - Cowen and Company: And how -- could you go over the guidance one more time or just not call it guidance, let’s just talk about the goals for the business I caught the OpEx of non-GAAP OpEx of 55 to 57 [build] what you say on the revenue front?

I think there are really three key things. On the revenue front basically what we saw is that we started fiscal Q4 with a profile very similar to that of fiscal Q3. So I think that gives you at least an indication of what direction a revenues are going to go in. The other key things we did as you have mentioned, talk about 55 million to 57 million and non-GAAP expenses and we have also think that we can continue to make progress in plenty of our accounts receivable and generate some more between $10 million to $15 million as a result of that. Matthew Hoffman - Cowen and Company: Okay thanks.

You have a question from Scott Zeller, Needham & Company. Scott Zeller - Needham & Company: Yeah thanks, my questions have been answered.

Thank you. (Operator Instructions). We moved to Larry Harris with Oppenheimer. Larry Harris - Oppenheimer: Yeah, so thank you. Question for Robert, in terms of -- many of the carriers including Cingular have been talking about acceleration in terms of data revenues particularly is 3G subscriber growth starting to pickup and we haven't seen that at least thus far maybe -- new products haven’t kicked in yet, in terms of the revenues at Openwave are the carriers spending money in different areas, or they waiting for the new products? Why have -- and I know you are new here but why have your revenues been dropping at the time when data revenues for the carriers appeared to be increasing?

Really I think as I mentioned earlier on I think in this script is that, I think for us the carriers are again very much interested. So, at least somewhat 60 to 90 days on the road as I mentioned with about our top 50 or so customers. They continue to be very much focused on opening their wallet as I would like to call it, to those products that given that ARPU that they are looking for. As you know, many of the carriers in the last several years have been stressed by compressed voice revenue and they have margins and as we approach them with new revenue generating propositions at a relatively wise much lower total cost of our ownership, that you have seen traditionally from Openwave. We have seen that there is CapEx available at significant levels for us. So feel comfortable in these three major areas that we play and with our Gateway business, our messaging business, our client location business and we continue to operate in multi-million dollar addressable markets. And we believe it as an underlying point as long as we continue focus on ARPU and lowering total cost of ownership that we will continue to sell successfully and get a rightful share of that wallet.

The other thing I would point out is that, our customers have capacity installed, which has helped them to address the increase in data traffic. They are now at a point where we think, they are getting ready to move to make the next step with us. So, we think we're well positioned to take advantage of that. Larry Harris - Oppenheimer: Great, alright thank you.

Thank you for your question.

Just a final reminder (Operator Instructions). We will take the question from [Jovan Matthew] with Deutsche Bank. Jovan Mathew-Deutsche Bank: Hi Robert, this is Jovan Mathew on behalf Thomas Ernst from Deutsche Bank.

Hello there. Jovan Mathew-Deutsche Bank: Yeah. Just a quick question, you had mentioned that most of your products are linked with IMS, so can you give us an idea of IMS' readiness of various market in particular EMEA, Americas and how Europe is doing?

Yes, I mean I am likely again, in fact it's been as Thomas recently was last week in Europe with many of the largest operators, where we continue to hear, is that they either have already or in the process of building a reference architecture that is historically based and traditionally based on either one or two primary global suppliers and we all know who those suspects are. So I found that relative to geography by geography, not that much difference relative to the actual adoption of IMS as the major reference architecture for them. And so for us as you know being sitting at the services application layer, we are certainly with our product portfolios mentioned earlier being very much so and all IP portfolio played very naturally into the IMS reference architecture. And so, I haven't seen in my extensive travel in last two to three months a significant distinction from region to region relative to IMS adoption. Jovan Mathew-Deutsche Bank: Okay, that helped.

Thank you. Jovan Mathew-Deutsche Bank: Thanks

Ladies and Gentlemen, that does conclude today's question-and-answer session. I would like to turn the call back over to Mr. Vrij for any additionally closing remarks.

I would like to thank everyone for their attendance on this call. I look forward to having another opportunity to have this call for next quarter and appreciate again your attendance, look forward to meeting you in the near term. Thank you.

Once again thank you all very much for joining us today. That concludes the presentation. Have a great afternoon.