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%…

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…

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…

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

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.

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?

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.

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?

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.