Steve Waldis - President & Chief Executive Officer Lawrence Irving - Chief Financial Officer & Treasurer

Tom Roderick - Thomas Weisel Partners Shayan Patel - Raymond James and Associates Nandan Amladi – Deutsche Bank

Good day, ladies and gentlemen and welcome to the third quarter 2009 Synchronoss Technologies’ Inc. earnings conference call. My name is Regina, and I’ll be your operator for today. At this time, all participants are in listen-only mode. Later we will conduct a question-and-answer session. (Operator Instructions) I’d now like to turn the call over to your host for today’s call Mr. Lawrence Irving, Chief Financial Officer; please proceed, sir.

Good afternoon and welcome to the Synchronoss third quarter 2009 earnings conference call. Again I’m Larry Irving, Chief Financial Officer of Synchronoss; with me on the call is, Steve Waldis, President and CEO. During this call, we will make statements related to our business that maybe considered forward-looking statements under Federal Security Laws. These statements reflect our views only as of today and should not be reflected upon as representing our views as of any subsequent date. These statements reflect our current views regarding the future and are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. For a discussion of the material risks and other important factors that could affect our actual results, please refer to our 2008 Annual Report on Form 10-K. Our second quarter 2009 Form 10-Q and other security filings and file with the SEC. With that, I’ll turn the call over to Steve and then I’ll comeback later to provide some further details regarding our financials and our forward-looking outlook. Steve.

Thank you, Larry. Good afternoon and thank you for joining us on our call today to review our third quarter results, which were at or above the high end of our expectations. The on-boarding of new programs across our Tier One Cable space earlier than expected success and are newly expanding AT&T relationship and our ConvergenceNow Plus connected device offering all contributed to revenue that was above the high end of our expectations. As Larry will detail in just a few minutes these are also the primary drivers as to why we will be raising our full year 2009 revenue guidance. While the economic environment has presented headwinds for many technology providers, Synchronoss continues to deliver solid growth against all three of our primary growth initiatives in our platform offerings. We continue to expand our relationship with AT&T as a result of our new multiyear contract. At the same time we were quickly capitalizing on the growing e-commerce adoption within the Tier One Cable provider marketplace, establishing Synchronoss the e-commerce transaction platform of choice and in addition, our newly announced global relationship with a leading OEM represents most meaningful ConvergenceNow Plus deployment to both size and geography. Given our recent traction, we will be accelerating some growth investments here in the fourth quarter and in the first half of 2010. These recent advancements in our growth strategy will position Synchronoss to leverage these new contract wins and to incremental customer program growth in 2010 and beyond. These investments are reflective of our increased optimism regarding Synchronoss both prospects and the confidents in the scale of ability of recently awarded contracts in which I’ll detail in a moment. Now let me turn and provide a summary review of our third quarter results and performance followed by an update and some of our core growth initiative. We reported third quarter revenues of $33.1 million, which was above the high end of our guidance and represents growth of 26% on a year-over-year basis. From a profitability perspective we generated non-GAAP operating margin of 22% and a non-GAAP EPS of $0.14, which was at the high end of our guidance. Finally we generated strong cash flow from operations in the quarter driving our cash balance to over $86 million at the end of the quarter. We were very pleased with the company’s execution and financial performance in the third quarter and throughout 2009 particularly in light of the economic environment. Now, let me turn to some of the progress we made against our key long term growth initiatives starting with our Tier One Cable service provider market. Last call we discussed how we were increasingly bullish about our ability to continue scaling our relationship with Tier One Cable providers. Over the fast few years we established relationships and deploy our ConvergenceNow platform with the majority of leading Tier One Cable providers such as Time Warner Cable, Charter, Comcast and Cable Vision Systems. While we started our cable market penetration by managing local number portability activations we subsequently took over more and more transactions to ultimately manage in most cases all of the voice over IP related transactions. Now consistent with our strategy of taking over and more transaction type and channels as we prove our value, we moved beyond VoIP with our cable customers and entering areas such as e-commerce and activation of both 3G and 4G wireless services. Today, we see our Tier One Cable customers capitalizing on our unique platform capabilities for activating triple and quadruple play offerings and our relationship with these customers are evolving very similar to our relationship with AT&T expanded in its early stages. On previous calls, we discussed our agreement with Time Warner Cable, which Synchronoss was selected to manage their overall their e-commerce channel. I’m pleased to share with you that we recently further expanded the scope of our engagement. First, we’re in the process of deploying a new front end web portal with its customer and secondly while we’re previously deploying on a region-by-region basis, we have now accelerated our deployments to expand more aggressively on a full nationwide rollout to be completed in late Q1 and scale throughout 2010. Now there are a couple of important points related to the new aspects of our Time Warner relationship. First, by deploying a more state-of-the-art e-commerce front end Time Warner will benefit from robust personalization features to better drive the right offers to the right individuals. Secondly, Time Warner is a clear market leader in the cable industry related to online adoption and we believe they are increasing their investments in this critical area because they have seen the benefits that other major communications service providers have gained by moving more of their business online. Most service providers today have low single digit daily sales volumes on the web and by increasing this number into double digits, we believe these service providers not only see higher convergent rates, but better long term customer relationships. Time Warner’s combination of increased focus on driving business to the online channel with more robust personalization engine is expected to drive significantly more transactions once integrated in our platform is fully deployed on a nationwide basis. Albeit, very early we were starting to see both volume and conversion rates increase and we expect that trend to continue into 2010. The last quarter we mentioned that we believe other major cable operators were looking to replicate the online model we are putting in place for Time Warner Cable. I’m pleased to share that we recently signed a significant expansion to our relationship with Charter Communications and accompanying in a multiyear agreement. Not by way of background, Charter is a Fortune 500 company and the fourth largest cable operator in the United States. They provide advanced video, high speed internet and telephone services to approximately 5.5 million residential and business customers across 27 states. Similar to Time Warner Cable, we will be implementing our ConvergenceNow platform including the deployment of robust front end and by eliminating an additional touch point or ConvergenceNow platform we would expect to automate our rates sooner. Related to this point, we executed the Charter agreement as technology only offering. This means we expect gross margins from this relationship, once this platform is deployed and we realize our targeted automation rates and transaction volumes. We currently targeting a launch date around mid 2010 and we plan to make heavier than normal R&D investments over the next few quarter to meet aggressive targets for very high out of the gate automation rates. Our considering the investment being made on only by Synchronoss, but also by Charter themselves, we put place in this agreement that has longer than our normal standard multiyear contracts and where the guaranteed minimums are meaningful and larger than usual. To be clear, however, our hope is to drive transaction volumes far in excess of the minimums as this program scales in the years to come. In addition to Time Warner Cable and Charter, we continue to focus on expanding our relationships with other cable providers. There are opportunities to help other providers expand their online presence and we have wireless service initiatives in place for the number of cable providers as well. To be clear, we view the online channel as more meaningful near term revenue driver and are excited about our progress to-date and solid pipeline headed into 2010. In addition to the strong momentum of our business with our Tier One Cable providers, we also continue to make progress with our ConvergenceNow Plus offering in the growing connected device market netbooks, smartphones, digital cameras and imbedded consumer electronics to mention a few. This is an earlier stage of progressing growth driver for Synchronoss and we believe it will be important from a long term perspective. ConvergenceNow Plus extends our core activation platform and offers leading OEMs, a quick in automated way to monetize the wireless offers in the marketplace. Our latest capabilities include adding transactions such as prequalification credit checks, subscriber status, account eligibility and service ability transactions, automated device feature setting, subscriber subsidy analysis, and easy-to-use step-by-step activation wizard. ConvergenceNow Plus enables connected device subscribers to select not only what device model they want, but what voice and data service plans they want on the carrier of their choice, either from a computer online or from the actual device itself. We believe new operating systems like Android are helping fuel even faster market adoption for all wireless embedded consumer smartphones and consumer electronics. In a relatively short period of time, we have made significant progress bringing ConvergenceNow Plus to market. For starters, during second quarter and third quarter, we went into production with two leading OEMs that we established a direct relationship and have discussed on previous calls. We are pleased on how both of these accounts are developing for Synchronoss. This last quarter we shared that we were strong interest for our ConvergenceNow Plus offer from other connect-devising providers, which we believe will drive further adoption with smartphone providers as well as notebook and OEMs. I am pleased to announce, that we recently signed our most comprehensive direct agreement related to our ConvergenceNow Plus offerings from a size and geography perspective. Details of our partner relationship have not been announced at it time, but our partners expected to make public announcements in the coming months. This agreement is important for several reasons: First, Synchronoss will be providing the on-demand activation for all of this OEMs wireless enabled products and this is across their channels both web or in store. Second factor is that ConvergenceNow Plus will not only be deployed in the U.S., but also in global markets representing our first significant international deployment of ConvergenceNow Plus. The final consideration is that, we continue to extend our integrations of deployments of our automatic connectors in the backoffice operations of global Tier One carriers. In the U.S., we are connected or currently plan to connect into AT&T, Verizon wireless, Sprint and T-Mobile and in Europe, the plan is for us to connect into Vodfone, Hutchinson and Orange in our initial release. It is expected that ConvergenceNow Plus will be globally deployed in production during late first quarter 2001 supporting all of these carriers. In addition, there was a road map to potentially expand our relationships into the Asia/Pacific region as well. Now similar to my discussion of the expansion with Time Warner Cable and Charter, there will be up front investments associated with this new OEM relationship in advance of the revenue ramp. There can be timing differences on the product rollout. However, we expect transaction volumes to begin ramping in mid-2010 and become more meaningful towards the end of 2010 and into 2011. The importance of this relationship extends just beyond the revenue associated with the leading OEM. We believe that the incremental extensions to the ConvergenceNow Plus offering combined with the integration of Tier One service providers on a global basis makes Synchronoss attractive partner to other global wireless suppliers, a number of which have already expressed increased interest after learning about our definitive road map plans. We believe that ConvergenceNow Plus is on its way to become in the standard transaction management platform for connected device providers just as Synchronoss has established itself in wireless, VoIP and Cable Provider markets. We believe our connected devices strategy and ConvergenceNow Plus platforms can benefit both OEMs and service providers. As just announced today in support of this initiative and a further example of how ConvergenceNow Plus supports both service providers connecting wireless devices. We have deployed ConvergenceNow Plus for Time Warner Cables mobile road runner offering, activating connected wireless devices on both Sprint 3G and clear wires four g services. Our early excess in Charlotte, North Carolina, market has proven to be a solid start and at AT&T our largest customer, we continue to make solid progress against our newer initiatives. During the third quarter, we continue to ramp our newest channel with AT&T, the consumer and direct e-tailer, we are now live with three channels’ partners and the plan is to on-board another two to three by the end of the year. During 2010, the goals for that number of new partners to be in double digit range. As we mentioned in the past, it will take time and collaboration between AT&T, Synchronoss and these partners to on-board these new sites. However, we are optimistic about the long term potential of initiative and we have seen that at AT&T is placing unfocused on the new channels, very similar to the way they successfully grew their direct wireless e-commerce channel in the earlier stages. We were also planning to on-board another channel with AT&T during the fourth quarter timeframe they are Electronic device E-store. These efforts actually started with AT&T in this past third quarter and through this channel, AT&T sells a wide variety of CB equipment such as modems and adapters. We believe early stage initiatives, such as the indirect channel, AT&T’s electronic e-store as well as the U-verse program will continue to drive growth for our AT&T relationship in the near term. From a long term perspective, we also continue to see additional opportunities we can add value to our largest customer. To summarize, we believe we were well positioned to exceed high end of our original growth projections for 2009 in spite of the challenging economic environment. The more important, we are very encouraged by the company’s momentum as we close out the year gaining good traction in all three of the stated growth strategies. Our AT&T relationship is driving consistent solid growth. We are setting the foundation for significant transaction growth out of our Tier One Cable operators and we are further accelerating investments into our ConvergenceNow Plus offering based on early than expected traction with leading OEMs on a global basis. Importantly we believe the payback on our investments across our customer base will accelerate even further as the economy improves. So, with that let me turn it over to Larry.

Thank you, Steve. I’d like to provide additional details on our third quarter performance, in addition to the guidance for the fourth quarter and full year of 2009. Starting with the income statement, revenues were $33.1 million which was above the high end of our guidance range of $31.5 million to $32.5 million and was up 26% on a year-over-year basis. Our AT&T related revenue was approximately $22.2 million in the third quarter, representing 67% of total revenue growth at 27% on a year-over-year basis and 10% on a sequential basis. The revenue from our relationships outside of AT&T contributed approximately $10.9 million during the third quarter, representing approximately 33% of total revenue growth of 23% on a year-over-year basis and 5% on a sequential basis. From our revenue mix perspective 83% of our third quarter revenue came from transaction process. The remaining 17% was generated from professional services and subscription services. Turning to cost and expenses, we’ll review a numbers both on a GAAP and non-GAAP basis. There is a reconciliation table between the two in our earnings release. Our non-GAAP results exclude stock based compensation expense. Non-GAAP gross profit in the quarter was $16.8 million representing a non-GAAP gross margin of 51% which is consistent with the low 50% range we reported in the first half of 2009 and guided to for the full year. As we have discussed in the past, gross margins have a certain amount of variability driven by revenue mix and automation rates. In addition when on-boarding new customers there are upfront cost associated with the design, business process flow, and planning prior to receiving any meaningful transactions and related revenue contribution, each program varies the once in production automation rates typically ramp from initial levels and gross margins begin to increase as a result. This on-boarding process is an important consideration given the breadth of early stage programs we are working on today. Non-GAAP income from operations came in at $7.4 million, representing growth of 43% on a year-over-year basis and non-GAAP operating margins of 22.4%. The company’s tax rate for the quarter was 39.9%, leading to a non-GAAP EPS of $0.14, which was up 27% year-over-year and at the high end of our guidance range of $0.13 to $0.14. On a GAAP basis including stock based compensation expense of $2.1 million, the resulting GAAP income from operations and net income for the quarter was $5.3 million and $3.1 million respectively. The resulting GAAP diluted earnings per share was $0.10. Looking at our cash, total cash, cash equivalents and marketable securities total $86.1 million at the end of the third quarter, which represented increased of $6.6 million compared to the $79.5 million at the end of the second quarter. The company generated $8 million in cash flow from operations, which was partially offset by capital expenditures of $1.3 million. Now, let me turn to the guidance for the fourth quarter and full year 2009 and I’ll begin with the fourth quarter. We’re currently targeting total revenues in the range of $34 million to $34.8 million for the fourth quarter. From a profitability perspective, we’re expecting fourth quarter non-GAAP gross margins to remain in the low 50% range. We’re currently targeting a non-GAAP operating margin of approximately 21% to 22% for the fourth quarter with non-GAAP EPS of approximately $0.17 to $0.19 assuming approximately 31.6 million shares outstanding and a tax rate of approximately 24% to 25%. Now the lower fourth quarter tax rate is a result of our efforts in the area of tax planning, which we believe will result in a full year tax rate of approximately 36% to 37%. Looking further ahead, we currently anticipate our tax rate in future years to be in the neighborhood of 39% which is down from the 40 plus range that we have experienced in recent years. As a result of our updated full year 2009 guidance, as a result of our full year 2009 guidance is as follows. We are increasing total revenue guidance between $127.2 million and $128 million, which is above the high end of our guidance of $124 million to $126 million provided on our last call and higher than our first quarter call when we first discussed a range of $120 million to $126 million. We continue to expect non-GAAP gross margins in the low 50% range. Non-GAAP operating margin is expected to be approximately 21% with non-GAAP EPS of approximately $0.54 to $0.55, assuming just mentioned tax rate of 36% to 37% and approximately $31.4 million shares outstanding. We intend to provide full year 2010 guidance on our next earnings call. However, there are a couple of points to keep in mind as we move forward. First, we are clearly excited about the prospects of our recent customer engagements in the cable market and connected device sectors. We are making heavier than normal investments related to these deployments in the fourth quarter, which is taking into consideration our guidance as well as in the first half of 2010. We believe these will payoff not only for these customer relationships, but also in other relationships that we can leverage through these investments overtime. Second, we have meaningful transaction commitments in place that provide us further confidence that we will continue to grow our revenues outside of AT&T, which supports the investments we were making. Third, as relates to the new programs announced today, we are currently targeting production dates around the second quarter of 2010, which would have us in full production by mid 2010 and finally, we have made considerable progress in lowering our tax rates. In summary, we are pleased with the third quarter results and I’m very excited about the company’s progress against strategic growth initiatives. We’re increasingly optimist about the company’s future as evidenced by our increased revenue forecast and increased investments in customer programs that we expect to leverage from both the top and bottom line perspective over the long term. With that, let me turn it back to the operator, to begin the Q-and-A. Thank you.

Your first question comes from Tom Roderick - Thomas Weisel Partners. Tom Roderick - Thomas Weisel Partners: Larry, I wanted to dig in here because you’re talking about investments on some nice new wins that sound like you’re going to make those investments heaviest here in the fourth quarter. You’re kind of guiding to gross margins that continue to be in the low 50% range. So as we start to think into fourth quarter and next year, is that sort of the floor on where we should think about gross margins and then once they start ramping up, could we see the margins back in the mid 50s or even higher once transaction volumes from these investments come online?

Yes, Tom. So obviously we extremely excited about these new wins that we have and we’re moving very fast to get these into production. So we expect as we said some early investments that are going to lower the margins here in the fourth quarter and we anticipate it to be in the low 50% range as we move forward at least initially during those early stages, but we still from a long term perspective still consider that our gross margins to be in the 58% to 60% range and will provide some further guidance on the next call when we have a better view of that. Tom Roderick - Thomas Weisel Partners: So, Steve, in terms of the agreement on the OEM side, you said this is the most comprehensive agreement you’ve signed. You had some nice names attached, but we haven’t really seen I guess significant volumes. Can you just talk a little bit more about how you’re supporting some of these other Tier One carriers with respect to how these OEMs turn on the devices with other carriers? You’ve done a great job with AT&T in the past. Can you talk about, how you’re building connections into the back end. I think you mentioned Vodafone, Hutchison, Orange and then T-Mobile. Can you repeat what you said on those carriers and how the OEM relationships are building to connections beyond AT&T?

I think, Tom, there’s a couple of things. One is as it relates to the OEMs. This is definitely at least for Synchronoss’ perspective, the OEM is our direct customer and I think a couple of things that are working in our favor, one is that obviously most of the providers today as you seen in the U.S. are opening their networks and allowing multiple merging device providers to offer services across their particular networks. What we’re finding Tom is that, the OEMs are starting to find out that by using Synchronoss to help monetize that connected device channel you simply really eliminate the need for them to get multiple integrations across the world. I think what’s significant about it for Synchronoss has been not just this OEM in particular, we have a few already in productions, but it’s the concept of these connected device strategy on a go-forward basis. It’s allowing the device provider to connect into Synchronoss and get essentially get not only a global footprint, but allow their customers to pick, which subsidies make sense under what particular activation plan. What particular automated features and functions they like to provide to their end subscribers, and it makes it very easy for them to drive business and go to market in a quicker timeframe. Tom Roderick - Thomas Weisel Partners: Last question for me and then I’ll turn it over to others. In terms of the cable opportunity, you rolled out really quickly your Time Warner and even announce something as of Charter. Should we look for continued activity in the cable space? Or is this pretty much all you can queue on for the next year as far as being able to serve as big Tier One Cable customers?

We were seeing a lot of similarities in the cable market like we did in our early days with voice over IP, where there’s an openness to understand how each of the other different markets that are subject are different from each other to operate under. One of things that we’re excited about is we definitely feel good about all of the Tier One MSO space that we’re in today. We feel like some of the wins that we’ve here from both Charter and Time Warner being of meaningful size. I think the big factor is that, I think a lot of the cable operators recognize that, you can get higher conversion rates and by moving more of your percentage of your on-line sales. As we proven on AT&T side of the equation having good solid results from Time Warner has not gone unnoticed and we think that that’s going to help us continue to fuel that momentum going forward with these other cable operators as well.

Your next question comes from Shayan Patel - Raymond James and Associates. Shayan Patel - Raymond James and Associates: I guess the first question is around the connective-devices opportunity. I think we can clearly see how that could become a pretty substantial revenue stream. Steve, I was wondering, if you could maybe kind of help us understand at what point that could become a 5% of revenue or 10% of revenue type revenue stream. Is that something that that’s more likely in 2011? 2012? Or could it happen in the second half of 2010?

When we originally looked at the device strategy of probably six or nine months ago, I would’ve been more in kind of 2011 timeframe, but one of the things that has caused us to accelerate on vast materials, we’re really seeing that market materialize a little bit so earlier. So certainly, as you look towards, it’s early for us to predict how 2010s is going to rollout, obviously in our next call for provide a lot more information around that. It appears that there is a lot of device handset folks that are coming to market and really warning to monetize the product with the wireless offering in a much more global basis. What we saw is that as we decided to invest in our road map it was well received with a lot not just the OEMs that have already signed with us, but other ones in our pipeline today. So I think the market is happening at a quicker pace, to the extent that comes in the later half of 2010 versus 2011. If anything I’ve seen it move up a little bit, but it’s definitely something that we pretty much see across the span of device manufacturers right now. Shayan Patel - Raymond James and Associates: Then when you think about the opportunity for connective-devices in the U.S. versus internationally, how do you think about kind of sizing the opportunities among those two?

I see that those both opportunities have great potential I would say that, certainly even though the markets here in the U.S. are recent that even though the markets here in the U.S. are recently opened up as you know over the last year, year and a half, of that market is in a much more open standard today in Europe. So, we’re seeing the combination of both of those look and kind of drove frankly a lot of the investments is that we see the opportunity to have meaningful transaction volumes both in the U.S. and abroad and so we’re making investments in both areas to support that. Shayan Patel - Raymond James and Associates: My last question for you, Larry, just around the cash balance, it looks like it’s built up nicely over the past several quarters. How do you think about deploying that cash whether it’s for M&A or other uses?

We continue to generate strong cash; we continue to look at opportunities. We feel at this time it’s a really positive thing to show a very strong balance sheet especially with the customers that we have been talking to especially as we go aboard. I think at this point in time we don’t have anything specific in mind other than to continue generating that cash and look at prospects to the extent that makes any sense going forward.

Your final question comes from Nandan Amladi – Deutsche Bank. Nandan Amladi – Deutsche Bank: On the netbooks and other emerging devices are you factoring in any significant volume for the fourth quarter with the upcoming holiday season?

We look that, most of the connected devices approaches has really been towards kind of scaling this out into latter half of 2007 from a Synchronoss perspective. We do support those types of devices and will support those in fourth quarter, but the actual ramping and that I will think to become more material can be more towards the latter half of 2010 as we finish this big rollout and release here in the first quarter next year. Nandan Amladi – Deutsche Bank: What types of devices are actually leading the charge in terms of online activation and the mind set of operators to deploy them on the online channel?

Right now out of the gate we’re seeing mostly either netbooks or smartphones are really the initial drivers, but what you starting to see momentum build and I think it really come out as you see early adopters with, obvious say I thinks were up to nine different eBook readers that are going to be coming to market. So, I think you going to see both smartphones and netbooks are driving and volume today. However most of the folks that we are talking to have some form of major consumer electronic companies you have a form of wireless product in all of the road maps. I think you will start to see next year a much bigger growth come toward the latter half of the year as these devices that are more traditional consumer electronics get some form of wireless and implement.

(Operator Instructions) and it appear that we have no questions in the queue at this time. So, I will go ahead and turn the call back over to Mr. Waldis for closing remarks.

Well, thank you very much for joining us on our call today and we look forward to talking to you throughout the year. Thank you very much.

Ladies and gentlemen, thank you so much for your participation in today’s conference. This concludes our presentation and you may now disconnect. Thank you so much and have a great day.