Mark Dankberg - Chairman and Chief Executive Officer Rich Baldridge - President and Chief Operating Officer Ron Wangerin - Vice president and Chief Financial Officer Kevin Lippert - General Counsel

Tom Watts – SG Cowen & Company David Kestenbaum - Morgan Joseph Rich Valera – Needham & Company

Good day everyone and welcome to ViaSat fiscal year 2008 third quarter earnings conference call. Just as a reminder today’s call is being recorded. Your host for today’s call is Mr. Mark Dankberg, Chairman and CEO. Mr. Dankberg, please go ahead sir.

With me Rich Baldridge, our President and COO, Ron Wangerin, our Vice president and CFO; and Kevin Lippert, our General Counsel. Before we start Kevin will provide our Safe Harbor disclosure.

Thanks Mark. As you know, during the course of the discussion today, we will make forward-looking statements, including those relating to anticipated benefit to strategic relationships, expected future business, projections of financial performance, growth and trends in our business or key markets, anticipated performance of products or services, and plans, objectives and strategies for future operations. We would like to caution you that actual results could differ materially from those contemplated by our forward-looking statements. We will refer you to the risk factors contain in our SEC filings available at the SEC website including our annual reports on Form 10-K and annual quarterly reports on Form 10-Q. We would like to caution you not to place undue reliance on any forward-looking statements, which speak only as of the day which they are made. And we undertake no obligations to update any forward-looking statements.

Okay, thanks Kevin. We will be referring to slides so that are available over the web, and we will start with our fiscal year ’08 third quarter financial results, business overview perspective, and some business highlights and discussions. And after that Ron will discuss our financial results in more detail. We will give a brief update on our Ka-band satellite initiative and then update our outlook for the reminder of the fiscal year ’08 and a preliminary look at our fiscal year '09. And then we will take questions. So, starting with our financial results for the third quarter they were pretty strong. New Orders were about $136 million in the second quarter or previous quarter was a record quarter for orders and so backlog is still up on a year-to-date basis. We still have a substantial amount of anticipated funding to be awarded to expand ongoing development contracts on MIDS, JTRS and FAB-T programs and that about a $100 million between those of in the near term. These contracts we’ve been receiving incremental funding to maintain progress in the meantime. Revenue this quarter were a record at $152.1 million that’s up 22% compared to last year. Our pre-tax income was up over 80% from last year, and very substantial increase. Pro forma operating margins for the quarter were at 12%. Our GAAP diluted earnings per share was $0.32 per share this year, also a record versus $0.31 last year about a 33% increase. And non-GAAP diluted EPS was $0.40 this year, which is flat, compared to last year. And remember that in our third quarter of last fiscal year, the government reinstated the Federal R&D tax credit and that added about $0.11 per shared earnings and largely explains why the earnings per share is essentially year-over-year despite the 83% increase in pretax earnings. The next chart shows year-to-date results for the first three quarters of fiscal year ’08. Orders to date are $461.5 million, an increase of 16% year-over-year. Revenues for the first three quarters were $427.2 million which is up about 11% compared to last year. Our pretax income grew about 26% on these revenue increases. GAAP diluted earnings per share of $0.71 per share this year is flat compared to last year and non-GAAP diluted earnings per share of $0.96, which is about 3% higher than fiscal year of ’07. Again, earnings per share are somewhat affected by the timing of the Federal R&D tax credit, and Ron will give more detail on that on his section and will also provide explicit bridge data from GAAP to non-GAAP earnings later in the call. Okay, so moving on, let's take a quick overview and put these top level third quarter financial results in some context. Looking at the chart on key financial points, one of the things we just have to deal with unfortunately the unpredictable and erratic timing of the Federal R&D tax credit, which is always significant factor for us and it makes it a little difficult to calibrate our earnings growth for the year. Last year at this time due to a catch-up we had essentially four quarter of Federal R&D tax credits allocated to the first three quarters of the fiscal year. This year it is sort of the opposite as we are using a fiscal year tax rate based on only three quarters of Federal R&D tax credits spread over four quarters. So while the earnings per share appears relatively flat year-to-date, we are in fact up about 26% year-over-year and pretax earnings, which we are pretty happy about. And we've accomplished that even though discretionary R&D spending has increased by about 60% year-over-year up to about $24 million for the three quarters versus $15 million last year. Most of that R&D has gone into defense communication products including information assurance, satellite networks and data links, and we will discuss later how that has helped position us for earnings growth in those areas. So far this year, we had significant contributions to earnings from Ka-band consumer broadband, information assurance, tactical data links and defense satellite products. We will give more color on this in a few minutes also. Finally, we also continue to generate solid cash flow from operations and ended the quarter with over $130 million in cash in short term investment. The significant awards included a multiyear package from Rockwell and ARINC for business jet terminals and service valued at over $26 million. Growth in aviation and maritime broadband should lead to expanding our global mobile broadband coverage. We also won a $9 million contract for the department of Defense's joint IP modem program, a new modem standard for use on both commercial and government satellites. There is momentum behind this joint IP modem program and that may be adopted more broadly than first thought. That helped solidify our position in defense satellite networking in general given our existing base of what is called the EBEM single channel per carrier modem as long as our LinkWay network, in the joint network nodes are JNNs. We also won a $4 million contract from SEAKR Engineering for the satellite onboard processed modems for what is called the Internet router in space or IRIS package which is to be integrated by Space Systems Loral onto the Intelsat-14 satellite scheduled for launch in early 2009. And that is another example of our growing satellite payload expertise. IRIS is the first DOD, what is called joint capability technology demonstration or JCTD that includes our commercial satellite and that JCTD on IRIS is being lead by Cisco and Intelsat General. The initial IRIS package is really designed around our LinkWay network in the joint network node terminals. And an upgrade of that program to this joint IP modem is an obvious extension. Overall we are really happy with our growth outlook in defense satellite networks. The recent contract between the United States and Australia on the Wideband Gapfiller system now it is gets as now called wideband global satellite system, which helps fund a sixth satellite illustrates a good opportunity to place our US DOD interoperable products with many US allies. We also received the first order for Ka-band SurfBeam with Eutelsat Tooway for Swisscom. It’s our first consumer broad band, Ka-band network outside North America and establishes the first distribution partner there in Europe in anticipation of Eutelsat’s Ka-Sat high capacity satellite. And this was also pattern that we were aiming to repeat globally. The MIDS-LVT Lot 9 production proposals have just been submitted. We had good demand for existing book and ship products for last couple of quarters, which don’t carry a whole lot of backlog. And we also should note that note that while Bluebeam closures mean SurfBeam Ka-band shipments have peaked and our product mix will shift, SurfBeam has become nicely profitable, so we will need to grow earnings in other areas to replace that, and we will talk about that in a few minutes about how we are going to do that. But order growth in SurfBeam and Ka-band product sales due to our ViaSat-1 satellite initiative is possible and might surprise somewhat sooner than one might think. Also our VSAT product mix has skewed too significantly towards defense throughout growth of LinkWay and LinkStar, and we're going to talk about that more, as well. So given that top level overview, we will review some of the more detailed business highlights of this past quarter. We are pretty happy with our defense business overall. The information assurance has a lot of momentum on several fronts. We have been leveraging key technology in programmable security engines and HAIPE, which is again the high assurance Internet protocol encryption standard into a diversified product and project base. Shipment of our KG-250 Inline Network Encryptor’s or INEs have been trending upwards with record levels over the last couple quarters. We have been investing in new technologies including the V3 version of HAIPE which should be reaching the market in the next few quarters. An embeddable module and new inline network encryptors will follow. There appears to be strong interest in the media encryption product contracts we've won, as well. One of the major information assurance programs, FAB-T, has incremental one production beginning and increment two, which should be substantially bigger, is getting underway. We should be announcing some new information assurance contracts soon also. Our data links business is still driven by MDS-LVT production and the MIDS -JTRS or MIDS-J development. Contract modifications to MIDS-J to complete development and integrate what is called the tactical, TTNT or the tactical targeting and networking technology -- are still in process although we've received incremental funding in the interim. ,: We've also received initial orders for the type one integrated secure Inmarsat BGAN or blob it is the broadband global area network, and we have a terminal called PSC-14 there. In general we intend to continue to fund R&D for information assurance, data links and defense satcom. We already have indications of defense interest in the ViaSat-1 and KA-SAT Ka-band broadband satellites, and we expect that theme to become an important aspect of our defense satellite networking business over the next few years. So now turning to commercial, the high demand for Ka-band broadband has made that our fastest-growing commercial business. But WildBlue has essentially sold out their bandwidth in a large portion of the country, they have software upgrades which will improve efficiency and increase capacity in those beams by an amount that they determine but that we could estimate at say 25 to 50%. WildBlue also has excess terminal inventory, which will decrease new orders till that is resolved. We probably won't reach the run rate we've seen the last three quarters until there is new KA capacity. We do want to emphasize that this situation is only because demand for Ka-band broadband service was much stronger than even they expected. WildBlue sold out their WildBlue -1 satellite capacity, which is about double their first satellites and have capped 2 capacity in half the time it took to sell out in those same areas on capped 2, which basically means that demand in 2007 was about four times as great as when service was launched in 2005. So we've factored these effects into our outlook for the balance of fiscal year '08 and fiscal year ’09. It means that companywide we are aiming to not only replace those earnings but to grow, as well. Fortunately we've got good opportunities to do that and of course in the mid to long-term we've tremendous opportunities to grow the Ka-band broadband market in North America and Europe with ViaSat-5 and KA-SAT. One area for growth is European Ka-band starting with Eutelsat’s Tooway service on their Hot Bird 6 satellite. That is started in Switzerland with Swisscom. We and Eutelsat are working to expand the distribution in Europe. We are also working on a similar market outside of Europe and we are aiming for a trial there starting in our fiscal year ’09. We've had a lot of international interest stimulated by the ViaSat 1 and KA-SAT announcements. We will discuss that more later. We also have good growth opportunities in aviation and maritime mobile broadband. The recent multiyear orders from ARINC and Rockwell established a good base. We are working with satellite operators to expand geographic coverage, which could also stimulate product sales. We also believe we have good opportunities in commercial in-flight broadband and we will report on that as soon as we are able. We had good earnings growth on the ground-based Beamforming project we are doing with Boeing for the MSV satellite and see some opportunities there. Antenna system is nicely profitable again and also has growth opportunities. Our enterprise VSAT business has declined this year. Part of this is due to the success we've had in defense and the fact that we've migrated that portion of the business out of the commercial segment. We are also making some organizational changes to address the remaining VSAT issues. We have indications already that our KA-band initiative can benefit our international enterprise VSAT business and KA will certainly have a big benefit on prospects for enterprise services in both the United States and Europe. We are positioning to take advantage of that. We are planning earnings improvement in our VSAT segment, in VSAT business area in fiscal year ’09 through cost efficiencies. But perhaps the biggest potential for year-over-year earnings improvement in our commercial segment is due to our ICT division and their product called AcceleNet. Last quarter, we signed an agreement with Cisco who began marketing an enterprise version of AcceleNet as their WAAS mobile product about two weeks ago. WAAS is an acronym for wide area application services, and is a division that Cisco created to address the wide area network acceleration, compression, optimization, and management, hardware and software products market for enterprises. Cisco's WAAS division addresses a market comparable to a company called Riverbed Technologies and you can learn more on Cisco's website. WAAS mobile is a server and PC client software set aimed at out of office users with laptops. Our fiscal year ’08 commercial results actually reflect some significant investments in this, and we planned a significant earnings swing in fiscal year ’09. We are also testing a consumer version we can market for our broadband satellite networks to improve responsiveness and efficiency. And Cisco adoption is in excellent endorsement of the technology in PC client software. We also can apply it in forms optimized for other OEMs. So this we find really exciting; haven't been able to talk about in the past. And we would encourage you to stay tuned in more for more on this. At this is point, I would like to introduce Ron Wangerin, our CFO, who will discuss the financial data in more detail.

Thanks Mark. As far as the first and segment results and then cover the balance sheet and cash flows. As Mark mentioned, for the third quarter operating results reached record levels. Revenues 132.1 million a new record and a 22% increase when compared to last year. The cost of revenue percentage reduction reflects improved margin performance particularly in our consumer broadband and government product area. Selling, general and administrative expenses our higher year over year mostly due to higher selling and support costs from increase business activity and from our ICT acquisition in the fourth quarter last fiscal year. R&D was up significantly in the third quarter year over year due to the development of next generation information assurance, unmanned aerial vehicles, mobile antenna and broadband technologies. This was in line with our expectations of previous communications to increase discretionary investments in key technologies based on expected market demand and activity. Quarterly amortization of intangibles was lower for the third quarter year-over-year due to the completed amortization of certain intangibles partially offset by the amortization of new intangibles from our JAST and ICT acquisitions. Income from operations for the third quarter fiscal year 2008 includes non-cash stock -based compensation expenses of $1.9million compared to $1.6 million for fiscal year 2007 third quarter. The increase in other income represents primarily interest income earned from higher invested cash balances year-over-year. Our income tax provision for the third quarter reflects a quarterly rate of about 30% versus a significant tax benefit recorded last year. In the third quarter of last fiscal year the control R&D for tax credit was retroactively extended, resulting in a cumulative benefit resulting in a cumulative benefit for the quarter of approximately $3.3 million or $0.11 per share. For fiscal year 2008 at this time the Federal R&D credit has not been extended beyond December 31st, 2007. The rate for this year assumes three quarters of benefit. Minority interest increased due to improved operating results in the quarter of our majority owned TrellisWare subsidiary. So, all up our pretax income was up about 22%, and we will address the difference between GAAP and non-GAAP EPS in a few slide year-to-date revenues were $427.2 million and an 11% increase when compared to last year. The cost of revenue percentage reduction reflects improved margin performance, particularly n our consumer broadband products. Similar to our third quarter explanation, SG&A expenses were higher year-over-year mostly due to higher selling and support costs from increased new business activity and from our ICT acquisition in the fourth quarter of last fiscal year. R&D is also up significantly year-to-date, year-over-year due to the development of the next generation information assurance, UAV, mobile antenna, and VSAT technologies. And this was consistent with our plans. Year-to-date amortization of intangibles is basically flat and reflects to complete amortization of certain intangibles partially offset by the amortization of new intangibles from the JAST acquisition in the second quarter of this year and the ICT acquisition in the fourth quarter of last fiscal year. Year-to-date income from operations for the third quarter fiscal year 2008 includes non-cash stock-based compensation expenses of $5.6 million and it was $3.6 million for the same period of last fiscal year. Increase in other income represents primarily interest income earned from higher invested cash balances year-over-year. Qualitatively for the first three quarters of fiscal year 2008, our income before taxes reflects higher revenues, better margins, and higher investments in new contract awards and next generation products to support future growth. Year-to-date our income tax revision reflects from an annual estimated effective income tax rate of about 28% versus about 20% for the same period of last yea. The rate last year was lower relative to historical levels due the inclusion of an extra quarter of Federal R&D benefit of approximately $1.3 million from fiscal year 2006 and fiscal year 2007 due to the timing of the Federal R&D tax credit legislation. The effective income tax rate for this year assumes only three quarters of Federal R&D benefit as the rates just expired in December. Minority interest increased due to improved year-to-date operating results of our majority owned TrellisWare subsidiary. Now in looking at our segments, during the third quarter of fiscal year 2008, we made some management and organizational structural changes due to the shift in certain product marketing and development strategies. We've changed the data for the prior fiscal year periods presented to conform to the current period presentation. In the government segment revenues for the third quarter were almost $85 million, a 23% increase over the same period of last year. The increase for the quarter is primarily related to sales of next generation military Satcom systems. In the commercial segment revenues for the third quarter were $67.1 million and 21% increase over the same period of last year. Year-over-year third quarter increase is primarily related to increased consumer broadband and antenna systems sales offset by decreases in enterprise VSAT product sales, some of which are now sold and recorded in our government segment as we talked about. In the third quarter, the government segment posted operating earnings of $15.6 million, an increase of 78% from the prior year. The year-over-year operating earnings increases is due to higher revenues, improved margins in our Satcom and Data Links products offset partially by higher R&D investments of next generation information assurance in UAV product and higher new business investment cost. Commercial segment operating profit decreased in the third quarter year-over-year, although we experienced improved performance in our consumer broadband and antenna systems areas these were offset by reduced earnings from our enterprise VSAT products and from investments in our ICT acquisition. For the third quarter, operating earning amount complete non-cash share based compensation expense charges of approximately $1.9 million for fiscal year 2008 and 1.6 million for the third quarter of 2007. Year-to-date, in the government segment revenues were $235.4 million or 14% increase over the same period last year, and the increase is primarily related to sales of next generation military Satcom systems. Year-to-date in the commercial segment, revenues were $191.8 million an 8% increase over the last year, and we experience increases year-over-year on our consumer broadband and antenna system sale offset by decreases in enterprise VSAT product sales. : Year-to-date operating earnings amount include non-cash share based compensation expense charges of approximately $5.6 million for fiscal 2008 and 3.6 million for the same period of fiscal year 2007. If you look at the GAAP and non-GAAP earnings per share difference, the non-GAAP results exclude the effects of acquisition related intangibles and the effects of non-cash share based compensation expenses. The fiscal year-to-date 2007, stock based compensation amount also include a one-time approximately $1.2 million charge we recorded from accumulated impact of accounting corrections related to employee option expense and the related tax impact. We also note that year-over-year, the weighted average shares used for earnings per share competition have increased by about 2 million shares about one-third of the share increase is due to stock issued for acquisitions with the remaining related to stock option employee stock purchase plan assurances and the impact of the treasury stock method. Looking at the, our balance sheet continues to be strong, cash and short-term investments increased by almost $30 million from the beginning of the year, and we talk about the movement of cash later when we review cash flows. Accounts Receivable had been trending down for the first two quarters but increased this quarter primarily due to payment delays of about $9 million from a government customer while transitioned payment systems. Had we received those payments accounts receivable would have actually decreased to around $82 million level and cash would have eclipsed $140 million. Unbilled Accounts Receivable had increased slightly due to the timing of the contract milestones. Inventory is up about $10 million since the beginning of this fiscal year reflecting the transition of some product to units of delivery basis of accounting and deferred consumer broadband shipments to customers. Deferred income taxes increased primarily as a result of the adoption of FIN-48 in the first quarter and the related accounting. Prepaid and other current assets increased primarily due to prepayments to suppliers and the shift of a long term receivables to a short-term other current assets. Good will and intangibles decreased due to regular quarterly amortization partially offset by new good will and intangibles from our JAST acquisition in the second quarter of this fiscal year. Net property and equipment is up about $3 million due to capital additions mostly for facilities expansion and test equipment to support our business growth offset by quarterly depreciation. Our capital expenditure this quarter this quarter were in line with our expectations. The change in other long-term assets is primarily due to deferred income tax as also from new adoption of FIN-48 also by amortization of capitalized software and the reclassification of the long-term receivable to short term. As we look at liabilities in equity, accounts payable increased consistently with our growth in revenues and days payable balances with our vendors is still below historical averages. Advances were up mostly in our commercial segment reflecting the timing of receipts and contract milestones and this amount can fluctuate from quarter to quarter. The change in other current liabilities from early relates to primarily relates to planned payments made in first quarter for our 401K match and performance bonuses of about $9 million and about $8.7 million associated with the ERC acquisition provisions, and from the issuance of stock of approximately $5.6 million Enerdyne acquisition, partially offset by increases for the current year 401K match and performance bonus accrual and changes in warranty. The increase in other long-term liabilities is primarily related to an increase in long term deferred income taxes associated with the adoption of FIN-48 in the first quarter. At the end of the quarter we continue to have no outstanding borrowings leaving our full line of credit available less standby letters of credit. At quarter end we had about $52 million available under our line. Looking at the cash flows, we had a pretty good quarter for cash flows generating $8.4 million in cash from operations. It could have been substantially better almost double in fact, had we received timely payments from the government customer I talked about earlier. Year-to-date cash flow generated from operations of $46.1 million is very good for us, especially considering some other payments made in the first quarter. Cash flow from investing activities in further quarter reflects normal capital expenditures for business expansion as our company continues to grow in the purchase --as well as the purchase of short term investments. This quarter due to the decline in interest rates we began to purchase short-term investments in order to enhance the return on our cash, and we will do this from time to time. Year-to-date cash flow from an investing activities reflects the cash pay off of the acquisition provisions for ECC and Enerdyne is well as JAST acquisition and capital expenditures for business expansion and the purchase of short-term investments. Cash provided by financing activities include the new item this quarter. The withholding of common stock related to net share settlements from restricted stock units that vested in the quarter. The other major element of cash provided by financing activities is primarily from the net proceeds from common stock issuance. We expect to generate cash from operations in the future; however, with the kick off with of the ViaSat-1 satellite project, we expect to increase our capital expenditure levels significant during the satellite construction. Now I will turn it back to Mark to talk about our Ka-band initiatives.

Okay, Thanks, Ron. As Ron said at this point, I will give the quick update on our Ka-band satellite project. And we will do that in three main areas the structure, executives hires, and distribution. And one of our initial priorities is finalizing the structure the ownership and entity for ViaSat-1. Our core business is pretty asset light and it generates cash. Owning satellite is capital intensive and it consumes a lot of cash up front. So we intend to create an entity structure that is attractive to strategic and financial investors and that benefits from access to ViaSat intellectual property products and expertise. There are multiple factors involved and we are being deliberate. We are already engaged in discussions with multiple strategic investors, as well as financial legal and investment banking advisers. Just to be sure, our goal is to separate the capital intensive and non capital intensive portions of the business into different entities, while making each attractive growth investments. We are not aiming to transform ViaSat Inc into a satellite operating company. Separately, we are also working on key executive hires which we believe will enhance value creation in satellite technology, enhancing strategic partner ships and distribution. We are also already engaging in discussions with potential distributors, we have multiple good opportunities for distribution. There are a number of really good strategic fits. We intend to again be deliberate in structuring good agreements based on good strategic alignment. The ViASAT-1 and KA-SAT announcements have already stimulated a lot a lot of international interest from regional satellite operators that clearly understand the value that’s extremely cost sufficient then would can create. They are interested in how to apply the underlying technology into their regional markets. There are some cases those satellite operators also have existing or in process assets, that they would to apply on the interim basis. So, that’s exactly what we are aiming for and the initial reaction within the satellite industry, have been very, very positive. Some of those can certainly have a positive impact on our existing VSAT and SurfBeam business, starting as early as next fiscal year. Several of these operators are also very interested in leveraging other markets besides considerable broadband using the same space and ground system technology. One of the exiting things about them are, the technology is that a lot of there is a common and very flexible way to deal with network access applications in mobile broadband, defense, enterprise, wireless backhaul and regional video, as well as just consumer broadband. All these applications also benefit substantially and sometimes decisively by reduced bandwidth costs. For instance, one of the fastest growing use of the satellite bandwidth in Asia and Latin America has been for GSM mobile wireless backhaul. Using satellite, existing satellite actually make sense because voice is not too bandwidth intensive and it yields high revenue for information bit transmitted. Existing satellites are way too expensive to apply to mobile through EG data services. The technology behind ViASAT-1 and KA-SAT have changed that decisively and both the satellite operators and their mobile service provider customers with benefit significantly. And finally remember, the first satellite to use this Eutelsat KA-SAT onto and less than two and half years. Drowned infrastructure need to be misplaced before that so activities and ground technology are rapping up quickly. This next slide is intended to give you a notional view of the incremental upside of the combined ViASAT-1 and KA-SAT opportunities. It shows one representative revenue trajectories for equipment sales on ViASAT-1 and KA-SAT, along with the corresponding trajectories for a wholesale and bandwidth sales on ViASAT-1. KA-SAT is assumed to be shared between broadband and regional video surface as service as Eutelsat has said. The growth trajectories are based on a series of assumptions for service quality, capacity, subscriber uptake rates, retail and wholesale pricing, equipment values and others. This notional view is consistent with our previous discussions and assumes retail pricing to subscribers that would be the same as existing satellite broadband services, but with the service quality that is multiple times better in both speed and bandwidth allocations. Wholesale bandwidth pricing would be just a fraction of that with current satellites consistent with the same price much better service approach. And that when I say as a fraction that is on kind of a price per bit basis. Remember KA-SAT enters service in our fiscal year ‘11. And Via-Sat-1 would start service in our fiscal ’12. Uptake rates for the two satellites combined are considered to be similar to if not a little bit slower than the existing KA services have already experienced. So, one of the main points to notice is that WildBlue ran out of capacity in their high demand areas in less than a year on WildBlue-1. ViaSat-1 would have about four times the subscriber capacity at multiples of service quality and essentially all that capacity in high demand markets. The net result is that where we as equipment producers quickly ran into a brick wall with the existing Ka-band satellite at $100 million plus annual run rate, here we could meet an accelerating run rate for three years, which is far more appealing to distributors, as would be the substantially higher service quality. It also makes for much more appealing economics as shown by the potential earnings per share benefit to ViaSat shareholders. We also emphasize that the bandwidth economics described depend both on the payload design and the ground segment. And there are significant entry barriers to duplicating this technology. We obviously think this makes sure of a very exciting long-term growth opportunity which fits extremely well with our existing core businesses. Okay. So at this point, we would like update our outlook for the rest of fiscal year of ‘08 and give a preliminary look at our fiscal year ’09. So turning to the current year fiscal year ‘08 outlook chart our fiscal year '08 outlook is consistent with our last call. Recall for the year we are aiming at the mid point of a range. We also said that if the R&D tax credit was not extended, we would be at the lower end of that range. If we combine this with the guidance from the last conference call last month we expect fiscal year ‘08 to be within the 137 to 142 range. But likely towards the lower end of this range due to the delay in the R&D tax credit resolution. And this is kind of a good place to tie together some of the key points we've made throughout the call. We've got some downward pressures which come from reductions in consumer broadband run rates, a transient consumer broadband inventory bubble due to the geographic distribution of subscribers and beam closures. We've got start-up cost of ViaSat-1, and the ground technology and enterprise VSAT issues. And we also some unexpectedly attractive large defense proposal opportunities we have to balance with near-term earnings. But we've also got earnings upsides associated with revenue and margin growth and information assurance and especially in growing demand for the inline network encryptors, good growth in our profitable defense satellite products, improvement in our antenna systems business and the OEM agreement with Cisco on WAAS mobile. So overall we have these types of effects in the past and overall we think our plan for the fourth quarter and this fiscal year as a whole is reasonable. It means fourth quarter earnings would be a little better than the third. So now, we can take up preliminary look at our fiscal year ’09 and fiscal year of 2009, we expect pretty good revenue growth, and our aiming for earnings to grow a little faster on a relative basis. The key drivers of revenue growth data links, information assurance, our government satellite communications business and mobile broadband. We have the opportunity to improve earnings growth by reducing investments and in fact generating income from the ICT AcceleNet product and from improved performance of our VSAT products, as well. Our fiscal year ’09 plan aims at non-GAAP EPS of about between $55 and a $65 and GAAP earnings per share between about $1.19 to $1.29. These ranges assume the R&D tax will be extended and retroactive to the beginning of calendar year. Also we do expect earnings for fiscal year ’09 to be shaped similarly to the fiscal year ’08 with the second half being stronger than the first half. So not quite to the same extent as we had this current year. So that covers all the points that we wanted to make. And I will go to the summary; our third-quarter results and the outlook for our fourth quarter and therefore the year are consistent with our last call. Our forecast for new orders looks very good, but could depend on the timing of a few key awards in our government business like MIDS-J variants and follow-on work with FAB-T. Our cash flow from ongoing operations continues to be strong. Overall we expect our core business to continue to generate growth and revenue earnings and cash. In addition, the opportunities we've announced in our new Ka-band initiatives create a lot of upside in our longer term outlook. So that's it for the prepared remarks, and at this point, we would be happy to take questions.

Thank you, the question-and-answer session will conducted electronically. (Operator Instructions). And we will take our first question from Tom Watts with SG Cowen. Tom Watts – SG Cowen & Company: Hi, Mark.

Hi, Tom. Tom Watts – SG Cowen & Company: Just a couple questions. One, in terms of the weaker numbers on the commercial revenues, have you started to see the slowdown in WildBlue already that you had talked about, or is almost all of the weakness on the commercial VSAT for this quarter?

Pardon. Tom Watts – SG Cowen & Company: For the fiscal third quarter?

Fiscal third quarter, WildBlue orders were strong. We basically what we were seeing there is a forecast mechanism, which we have in our contract that allows us to look ahead. And so we are seeing that is what we talked about anticipating reductions in WildBlue shipments is on the forecast. Tom Watts – SG Cowen & Company: Okay, and then also you had increases in both SG&A and also on the R&D side. Was that associated at all with the VSAT 1 already or are those increases still to come?

On the SG&A side we did have some increases related primarily to the ICT investments in the quarter that's where a lion's share of it came from. There were some minor legal and support costs but nothing significant. And with regards to the R&D investments, there is some, a few hundred thousand. Tom Watts – SG Cowen & Company: Okay, and so we will start to see, how do, going forward do you expect to be able to break out the costs associated with the ViaSat-1 project? or at least give us the sense?

We are looking at not only segment presentation, but also better segregation of presentation to enhance the visibility and analysis around the project. Tom Watts – SG Cowen & Company: Okay.

Tom, one more point on the first question you asked about revenue on the SurfBeam terminals. We did have terminals, we did have, we do have WildBlue actually not taking delivery of some of the terminals ordered in that period, which has shown some weakness in revenue in our current quarter in the quarter we are reporting. Tom Watts – SG Cowen & Company: And, some growth in inventory.

Yes, so they are actually paying for those things but it has slowed down revenue a little bit in the current period. Tom Watts – SG Cowen & Company: Okay, but that will be more pronounced going forward?

Yes, we expect on the first like in Q1 and Q2 kind of the first half of next fiscal year, we expect more to show up there than as Mark mentioned, begins to be offset and he talked about kind of trajectory in the year that looked not too dissimilar than the current year we are in; maybe not as, its maybe not as exaggerated but not too different. Tom Watts – SG Cowen & Company: Okay. And just on the weaknesses on the enterprise VSAT, is that related to competitively? Have you seen – is that a function of fewer bits coming up or is that not winning as many of the bits?

I described it as more a question of – a issue of focus for us and we’ve had I’d say two areas that have been really, really strong for us because one thing I wanted to emphasize, if you look at our VSAT business we sort of have this some sense you could sort of say it is artificially divided among defense applications, let’s say normal enterprise VSAT which would be stuff that let’s say if you take defense that’s an area where ViaSat is uniquely strong among all the VSAT companies, and if we take the broadband market that’s an are we’ve been also very, very strong relative to other ones. So, basically the way I described the VSAT business is a whole is over the last year too. We’ve really focused on the two segments. We were very, very strong. I think that has resulted in total growth in the business and it has resulted in much better earnings for that total business as a whole. The enterprise portion, which probably is the broader market, I would say has suffered a little bit as a result but we think that those are really more an issue of focus and that what we are going to be doing is taking advantage of the strengths that we have in the other two areas to improve our ability to execute in that segment of the market as well. That’s how I describe it, I think that make sense. Tom Watts – SG Cowen & Company: And finally, at a recent conference and when you are discussing mobile broadband, you said we would likely see a contract win in the next 30 days. And then I did see the Southwest deal announce which Row 44 won. Was that something that you would win and how do you see – how does the Row 44 win effect your outlook for other wins in that area and are we seeing and how are the discussions going with the airlines?

: : Tom Watts – SG Cowen & Company: And what sort of timing on that?

I would say you know within the next quarter, I would think. I would say that, within a three-month period by now hopefully sooner but it could be in that timeframe. Tom Watts – SG Cowen & Company: Okay, great. Thanks very much.

Thank you.

And our next question will come from Rich Valera with Needham & Company. Rich Valera – Needham & Company: :

In the 28%, 29% range. Rich Valera – Needham & Company: And I guess it would sort of fall out of your guidance that revenue you would expect to be it sounds like maybe flattish to maybe slightly up and it sounds like you said EPS slightly up is that fair as well?

Yes. Rich Valera – Needham & Company: Great, and Mark on the VSAT-1, the EPS is sort of prospective EPS, the number you put out there the contribution number you put out there if I understand a diagram right is that for a one year period as laid out on that diagram?

Yeah, yeah. What we truly tried to do is show kind of these two trajectories of equipments and then with sales, and we took a slice and that slice was in our fiscal year 2014, as we just said in that year what would the incremental EPS benefit be if things reflect that? Rich Valera – Needham & Company: Great (inaudible).

Yeah, I mean we wanted to show that it is pretty big and that is you know in dollars that’s how you measure it. That was dollars kind of the point of that and to put that in some context. Rich Valera – Needham & Company: Right, and then in terms of the sort of distribution partners, you made some comments in your prepared remarks about talking with some existing satellite players that might be willing to use some of your current technology, I'm assuming it is your SurfBeam technology as sort of an interim step and then eventually perhaps using the ViaSat-1 technology. One, can you say are those in North America are those prospective North American partners and then just any other updates you could give on just sort of the prospect for North American distribution would be helpful?

Okay, so yeah the first thing, people that would be applying existing incremental capacity, the main focus of that was international that the point we were trying to make is that this sort of the sequence of events that happened in Europe is that Eutelsat had existing existing Ka-band capacity. We and Eutelsat talked to distributors, we showed them soft of what was possible with existing satellites but then showed here's what is possible with new satellites, which led to interim distribution and a plan for new satellites. And Eutelsat went through some of those phases, I would say pretty quickly. What we are seeing are similar opportunities in other parts of the world. We may, might not be quite so compressed and we may go through kind of a trial phase with the existing satellites before we go to that operator doing kind of what Eutelsat did and committing to a more advanced KA payload. So that was really the context on the interim services. For North America, I think things are trying to convey are there is just a lot of interest, we have a number of I would say really good distribution opportunities. Some of them a lot more obvious than others that there is a bunch of opportunities and what we are trying to do is find ones where the market dynamics make for a really, really good fit and then negotiate a good agreement and kind of word I use, I would say kind of a good description would be like deliberate, purposeful; but we are trying to do it right. And I think, you know, given that the satellites launching in three years, you could expect, it could take a little a longer to wrap those up and also the specifics of the agreement will be a factor. On the flip side, the thing that we tend to make it go a little faster, this is the fact that there is a lot of demand and so that may turn out to be a factor and the timing of that favorable factor in the timing of the distribution agreements. That is about all we can say right now. Rich Valera – Needham & Company: And, just one final one if I could. With respect to the ICT product that I guess Cisco will be distributing, I am not that familiar with that product area. Can you describe what you developed is that competes with Riverbed, or is it the sort of combined solution that you and Cisco put together that Competes with Riverbed? If you could just say what’s the actual product that you have developed there?

I mean basically what I would say is this is sort of an arcane area. It is an emerging field. Later on today we are going Later on today we are going to be presenting at another conference on our web cast level a little more information about this, and I think people will need to do a little research. But the -- there is this area called that Cisco calls wide area application services and that encompasses two main thrusts. One is like office appliances. It would be Cisco product that you put in your branch office and there will be corresponding piece in say a data center. And that appliance would basically make sort of optimize your van, deliver things faster with better responsiveness, cut down the amount of bandwidth that they need in the branch office, that’s an appliance product and that we do not have anything to do with. But there is a kind of , if you look at this sophistically, the businesses that are very interested in this also want to deal with and provide the same services to their mobile users. I know the people who are outside of their branch offices and generally roaming around with that talks and so we would like to do is sort of convey the same experience to those users. But they cannot have an appliance with them; all they've got is their laptop. In that case what you do is you'd give them a mobile software client and a good analogy would be to think of it as like a VPN client. It is one of the ways to sort of extend the hardware security that you can get in our branch office to something that you can project out onto someone's laptop outside the office. So the part that we do through our ICT subsidiary is this WAAS mobile part which is basically the software client that goes on a notebook computer. And the server that would go at the clients, behind the client's firewall. Then when we mentioned Riverbed is because this area has been kind of new and emerging. And what you can think of this Riverbed has been sort of the first kind of pure play there. That is why the reason we sort of mention that is if you wanted to get some background on this WAN optimization business in general, you could look it sort of Riverbed’s business, look at their kind of growth and get a sense of what it is. What Riverbed does is just what I described to have an appliance which was their initial thing that portion of business but then they also have mobile aspect of it, as well, which is important to the overall value proposition. And again, so, the thing is what you have to do is separate out the mobile parts from the appliance parts, and the mobile part is the part that we had participated. Rich Valera – Needham & Company: :

And Mark, I think we are probably going to take one more question.

Okay.

And our final question will come from the David Kestenbaum with Morgan Joseph David Kestenbaum - Morgan Joseph: Great, thanks. Can you talk about the gross margins they were particularly strong this quarter? I know you said a lot of it was repeat business. I was wondering where they are headed. Is that a level you think you can sustain, or are they going to head back down more towards historical levels as we go forward?

I will take this.

Yeah.

They did come from products, and I think as we see more of our products out there or products margins tend to be better than some of our development margins. We think they have certainly the opportunity to continue to trend up, as we increase our ICT sales the AcceleNet sales, those are software sales. So they will carry much higher margin as well. So, we think that we do have the opportunity to continue to grow the margin percentage and incremental margin dollars as well dollars as well because of that.

We are going to have some higher -- we need to look at we're targeting really op earnings and we've indicated we get higher R&D in the near-term to offset some of that. David Kestenbaum - Morgan Joseph: Okay. Can you talk a little bit about TrellisWare? It seems like it is becoming pretty profitable and that you have potential to for a pretty big marine contract coming up. You haven't really talked about it much in the past but you know, can you give us size of the business now?

In the TrellisWare? David Kestenbaum - Morgan Joseph: Yeah, Trellis Ware?

One thing -- we can't talk too much about it. Actually we are pretty excited about things that are going on in TrellisWare. TrellisWare did contribute nicely in third quarter. That was part of a licensing deal that they have done. TrellisWare is doing work in advanced waveforms. We think there is some really nice upside to that. Their revenues have been growing. We will know a lot more about the future prospects in probably a couple of quarters or so, to see whether or not they will become an increasingly important contribution for us. We think they have been working on great technology. I know it has been very sort of quiet in the background for a while, but, there is really good stuff going on there. Maritime broadband we mentioned that a little bit that something that we started with KVH It is really, just kind of in the last quarter gotten kicked off in the market. They're quite enthusiastic about it. And we are looking at how we can expand that. And probably have more to talk about that talk about that also in the next couple of quarters or so. David Kestenbaum - Morgan Joseph: Okay, thanks. And two other real quick questions. Can you just talk about how you’re going to account for the ViaSat 1 program? Is that going to be fully consolidated or more of a proportional accounting method? And two, concerning how the stocks reacted recently would you consider a buyback or do you have room to do that? In addition to doing the project?

Okay. Do you want to answer the first one?

On the ViaSaT 1 you know currently we plan on consolidating. We will have a majority ownership initially at 100%. And as we bring on the different financial partners that will obviously dilute our percentage ownership, as well so we will be. So, we do plan to consolidate it, but it will depend on our investment percentage in the ViaSat 1 project. And I think the other thing that is important, we are also looking at better reporting and disclosure around that in the fourth quarter as it begins to ramp up, to make it easier to follow and track from an investing standpoint.

And just to be clear, our outlook for the rest of fiscal year '08 and fiscal year ’09 do include all the effects of the ViaSat 1 satellite. Okay? The issue on the stock buyback, we are not going to say anything off the table, take anything off the table. Certainly it could be an interesting thing to do. I think we are going to look at it in the context of our overall financing strategy for ViaSat 1 as it evolves. The extent to which we have partnerships and the timing of those things .Okay, are you still there? David Kestenbaum - Morgan Joseph: Yeah, thanks.

Okay. Any other questions?

No.

Okay. Thanks, David. Alright. I think that covers all of our prepared remarks; we appreciate everybody's attention. We also will be later today webcasting another investor conference. We will cover some of the same information maybe give a little more background on a couple of other areas, and with that look forward to speaking with you all again next quarter. Thanks again.

That does conclude our teleconference for today. We would like to thank everyone for your participation, and have a wonderful day.