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(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
		For the fiscal year ended April 1, 2005
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
		For the transition period from           to          .

Delaware		33-0174996
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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				Page
PART I
Item 1.		Business			3
Item 2.		Properties			31
Item 3.		Legal Proceedings			31
Item 4.		Submission of Matters to a Vote of Security Holders			31
PART II
Item 5.		Market for the Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities			31
Item 6.		Selected Financial Data			32
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			33
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk			50
Item 8.		Financial Statements and Supplementary Data			50
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			51
Item 9A.		Controls and Procedures			51
Item 9B.		Other Information			53
PART III
Item 10.		Directors and Executive Officers of the Registrant			53
Item 11.		Executive Compensation			53
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			53
Item 13.		Certain Relationships and Related Transactions			53
Item 14.		Principal Accountant Fees and Services			53
PART IV
Item 15.		Exhibits and Financial Statement Schedules			54
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 32.1

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Item 1.	Business

	•	Project contracts to study, research, develop, test, support, and manufacture customized communication systems or products for both government or commercial customers. Research and development costs for these customized projects and products are often customer-funded.
	•	Selling, deploying, and supporting our standard “off-the-shelf” products for both government or commercial customers. These standard products are generally developed through a combination of customer and discretionary internal research and development funding.

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	Tactical Data Links. Our Tactical Data Links product line primarily consists of our multifunction information distribution system (MIDS) product. The MIDS terminal operates as part of the Link-16 line-of-sight tactical radio system, which enables real time data networking among ground and airborne military users providing an electronic picture of the entire battlefield to each user in the network. We are one of only two current U.S. government certified providers of MIDS production units.
	Tactical Networking and Information Assurance. Tactical Networking and Information Assurance products include our information security and ViaSat Data Controller (VDC) products. Our information security products enable military and government communicators to secure information up to “Top Secret” levels. Our VDC products provide reliable military tactical communication channels using innovative error correction technology. Technology from some of these products are integrated into some of our existing tactical radio products (such as MIDS and UHF DAMA satellite products) as well as sold on a stand-alone basis.
	Mobile Satellite Communication Systems. We have a 15 year history of leadership in the UHF satellite communication terminal market. This includes the design and development of modems, terminals and test and training equipment operating over the military UHF satellite band. These products are used in “manpack” satellite communication terminals as well as airborne, ship, shore and mobile applications. In addition, we also specialize in leveraging our commercial satellite technology into military applications. We generally focus on opportunities for high-speed satellite communications products which operate in higher frequencies.

	Consumer Broadband. Our consumer products include the development of DOCSIS (Data Over Cable Service Interface Specification)-based and DVB-RCS (Digital Video Broadcast-Return Channel Satellite) satellite broadband systems, including satellite modem termination systems for system operators and customer premise equipment.
	Mobile Broadband. Our mobile broadband products include the design and development of airborne, maritime and ground mobile terminals and systems. Existing certified systems in the in-flight broadband market include Connexion by Boeing and SKYLink for ARINC. We are also developing systems in the maritime and ground mobile markets.
	Enterprise VSAT. Our Enterprise VSAT (Very Small Aperture Terminal) satellite communication products and services comprises a wide range of terminals, hubs, and networks control systems as well as network management services for customers in North America and internationally.
	Satellite Networking Systems Design and Technology Development. We believe we have extensive capabilities in satellite networking design and development and engineering support for both commercial and government customers.
	MMIC Design and Development. Our subsidiary, USM, specializes in the design of monolithic microwave integrated circuits (MMICs), packaged components, and modules for commercial, military and space applications. Areas of expertise include high frequency communication technology, MMIC semiconductor design, high-power transceiver design, high levels of functional integration, high-frequency packaging and design for low-cost manufacturing.

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	Antenna Systems. We provide antenna systems for both commercial and defense communications. We have a 40-year legacy in the design, test, manufacture and installation of antennas from three to 18 meters. Applications for these antenna systems include large system gateways, VSAT or video broadcast hubs, image retrieval by satellite, transportable antennas, and telemetry, tracking and control.

	•	A culture of innovation and advanced technology. Executive management has always been technically oriented. We place high value on technical competence and expertise among our employees.
	•	Focus on markets that place a high value on innovative technology. Since technology is fundamental to our culture, we tend to target markets and customers who value what we do best.
	•	A cohesive, experienced management team. Our three founders have worked together for over 20 years (including experience prior to starting ViaSat) and turnover among executive management leadership is very low. We believe we have significant management experience within our core business areas and in working together as a team.
	•	Low employee turnover rates. We believe our culture and sustained growth help continue to foster an exceptionally low employee turnover rate — especially for a high technology company. We believe a low employee turnover rate helps reduce overall costs and sustains long-term relationships with our customers.
	•	A complementary mix of defense and commercial products, projects, and geographic markets. Management constantly aims for a diversified mix of businesses that is unified through common underlying technologies, customer applications, market relationships or other factors. We believe this complementary mix, combined with our unique ability to effectively apply technologies between government and commercial markets, provides us a strong foundation to sustain and enhance our leadership in advanced communications and networking technologies.
	•	Long-lived customer relationships. We focus on establishing and cultivating customer relationships that have the potential for enduring for many years. We believe this has been particularly successful with a number of government customers.
	•	High quality, cost effective outsourced manufacturing supply chain. Since inception, we have chosen to strategically out-source much of our manufacturing operations. We believe this reduces operating costs, reduces capital investments, facilitates rapid adoption of the most modern and effective manufacturing technologies, provides flexible response to fluctuating product demand, and focuses our resources on designing for producibility. We manage out-sourced manufacturing through an ISO-9001 quality process and have established enduring relationships with key suppliers.
	•	Recognition within our market niches for technical innovation and excellence, product quality, and competitiveness.

	1. Offer investors superior opportunities for equity appreciation through sustained growth in revenues and earnings. This drives us to identify, select, and pursue those market opportunities most consistent with this objective.

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	2. Establish enduring relationships with our customers, work force and suppliers. This compels a long-term view.
	3. Sustain and enhance our competitive advantages in advanced communications and networking technologies. We are fundamentally a technology company, which guides our investments of management attention, time, and resources. We believe this is a key reason for our past success on the first two objectives.

	•	Leverage customer funded research and development (R&D) opportunities. We often offer products and technologies that are not available “off the shelf” from any supplier and must be developed, or customized, via funded R&D by a particular customer. This principle applies, to varying extents, to both our government and commercial segments.
	•	Address increasingly larger markets. We have applied this same principle for the life of the company. The size of customer funded opportunities we can credibly address directly correlates to our annual revenue. By increasing our revenues, we anticipate we will be more successful in capturing customer funded R&D opportunities for increasingly larger projects, like we have with MIDS and Connexion by Boeing.
	•	Steadily evolve into “neighboring” products, projects, technologies & markets. We anticipate continued growth via evolutionary steps by:

	1. Selling existing, or customized, versions of technologies we developed for one customer base to a different market. This principle can be applied, for instance, to different segments of the government market, or between government and commercial markets. It is the primary way we grow the market segments we address.
	2. Selling new, but related, technologies or products to existing customers. This is the primary way we expand the breadth of technologies and products we offer.

	•	Careful targeting of new market opportunities. We consider several factors in selecting new market opportunities:

	1. Are there meaningful entry barriers for new competitors? Examples include specialized technologies or expertise, a large body of “legacy” software, or special relationships.
	2. Are we addressing “right-sized” niches consistent with our growth objectives? We seek niches large enough to provide us with significant revenues, but are not likely to evoke excessive competition.
	3. Does it involve new, advanced, unproven, and/or customized technologies? Our technology competence and focus makes us an attractive supplier to customers who understand, and are sensitive to, development risks associated with new technologies.
	4. Is the opportunity consistent with our market reach and selling channels?

	•	Augment customer funded R&D with discretionary R&D to enter or leverage new markets or technologies. We use availability of customer funding or co-investments for product development as an important factor in choosing where to apply our own discretionary R&D resources.
	•	Invest in R&D, sales and marketing, and capital facilities to foster a constant flow of new opportunities. Often we apply discretionary expenditures in a way to promote a renewable stream of project or market opportunities — as opposed to developing or promoting specific products or markets per se.
	•	Sustain a large (relative to our size) and highly proficient engineering staff to capture and perform our target projects. Since customer funded R&D is an important aspect of our business, we believe it is

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		important to sustain a large, highly competent, engineering team. We believe we offer a very competitive compensation, benefits and work environment to attract and maintain employees. Perhaps even more important, we believe we tend to seek and attract engineers who embrace our business approach and the associated technology challenges it offers. So far, this has enabled us to offer good value to our customers in terms of product performance, reduction of technological risks, and competitive pricing.
	•	Continue to take informed, aggressive, diversified and prudent risks in advancing technologies to achieve leading and pioneering positions in target markets. Our technical orientation and competence is usually most valuable in addressing programs involving significant technical challenges which often carry the greatest risks. We emphasize the ability to identify, evaluate, and retire sources of technology risk in pursuing new program and market opportunities. We also aim to mitigate those risks by targeting a diversity of projects, by investing appropriate discretionary R&D or pre-proposal efforts, by staggering the timing of risky development projects, by diversifying the customer base, and by accepting risks that have at least a proportionate amount of expected financial returns.
	•	Sustain our diversified business mix. We believe there is economic value in maintaining diversity in our technology and market portfolios and taking active steps to sustain and foster it.

	Market Opportunity

	1. The critical role of collection and dissemination of real-time information in executing high-speed, high precision, highly mobile warfare over dispersed geographic areas. There are two important aspects of this. One is reflected in the catch phrase “network-centric warfare,” which emphasizes the importance of real time data networks of all types via multiple transmission media. The other is the growing importance of satellite-based communications, in particular, as the most reliable method of connecting rapidly moving forces who may simply out-run the range of terrestrial radio links.
	2. The growing importance of Internet Protocol (IP) networks in the Department of Defense (DoD) compared to older circuit based systems — especially in light of network-centric warfare. We believe IP networks will drive a fundamental restructuring of DoD’s secure information networks, which will take several years to complete.
	3. We believe that over the next decade or so many of the previous generation of defense communications satellite networks will expire or become obsolete. New programs are underway or in planning to define, develop, procure and deploy systems to replace them. While we have been successful in capturing defense satellite ground system business in the past, we believe these new programs present more opportunities for bidding on new contracts than we have seen previously.

	Tactical Data Links

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	Tactical Networking and Information Assurance

	Information Assurance

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	•	Our gigabit speed Inline Network Encryptor, KG-255.
	•	The embedded encryption module for the U.S. Air Force’s Family of Beyond Line of Sight Terminal (FAB-T).
	•	The embedded encryption module for the MIDS JTRS.
	•	Our family of high assurance filters including the JMINI High Assurance Guard for the U.S. Navy and the Secure Gateway/ Trusted Filter for CECOM.

	Tactical Networking

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	Mobile Satellite Communication Systems (MILSATCOM)

	•	The UHF DAMA satellite modem embedded in Raytheon’s AN/ PSC-5 “manpack” satcom terminal. (Raytheon has also designed our UHF DAMA modem into other related terminals including one for the Tactical Tomahawk cruise missile and other multi-band tactical radios),
	•	The RT-18xx family of modular UHF satcom terminals for airborne, ship and shore installations,
	•	The MD-1324 stand-alone UHF DAMA modem,
	•	The DOCCT/ S (DAMA Orderwire Control Channel Trainer/ Simulator) test and training system, and
	•	Related UHF satellite terminal products including antenna combining systems, network control terminals and software, and end-user software applications.

	•	Growth from existing programs including the certification of the EBEM modem, its transition into full scale production, and the expansion of this technology into additional satellite communication segments.
	•	The U.S. government’s desire to standardize on a network-centric IP bandwidth-on-demand satellite modem. One of the key objectives is to gain the logistics advantage from a common modem implementation that serves point-to-point SCPC, network-centric mesh and hub-spoke topologies. We are in an ideal position to leverage our EBEM (SCPC), LINKWAY (mesh) and LinkStar (hub-spoke) products to meet the U.S. government’s requirements.
	•	Integration of our existing enterprise VSAT, bandwidth on demand satellite network systems such as LINKWAY and LinkStar, to satisfy near term communications requirements of our U.S. government customers. The Joint Combat Camera Imagery and Coalition Military Network systems in Iraq exemplify these types of opportunities.
	•	Deployment of a “cable modem” like satellite communications-on-the-move service that leverages our ArcLight network technology that we developed to bring broadband connectivity to business jets.

	Customers

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	Sales and Marketing

	Competition

	Market Opportunity

	•	satellites, which relay communications signals to and from the users,
	•	gateways, which control the satellite network and connect it to communications networks on the ground, and
	•	user terminals (indoor unit and outdoor unit) connecting the users to the satellite network.

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	Consumer Broadband

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	Mobile Broadband

	Enterprise VSAT Networks

	Satellite Networking Systems Design and Technology Development

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	MMIC Design and Development

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	Customers

	Sales and Marketing

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	Competition

	•	the overall cost of our satellite networks, which includes both equipment and bandwidth costs, as compared to products offered by ground-based and other satellite service providers,
	•	the distinct advantages of satellite data networks,
	•	our end-to-end network implementation capabilities, and
	•	our network management experience.

	•	the innovative and flexible features integrated into our products,
	•	our proven designs and network integration services for complex, customized network needs, and
	•	the increased bandwidth efficiency offered by our networks and products.

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			April 1, 2005				April 2, 2004
			(In millions)
Firm backlog
Government segment			$	194.6			$	142.9
Commercial segment				167.3				138.7
	Total		$	361.9			$	281.6
Funded backlog
Government segment			$	109.4			$	119.6
Commercial segment				163.9				138.7
	Total		$	273.3			$	258.3
Contract options			$	23.0			$	25.8

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	If Commercial Wireless Communications Markets Fail to Grow as Anticipated, Our Business Could Be Materially Harmed

	Our Reliance on U.S. Government Contracts Exposes Us to Significant Risks

	•	unexpected contract or project terminations or suspensions,
	•	unpredictable order placements, reductions or cancellations,
	•	reductions in government funds available for our projects due to government policy changes, budget cuts and contract adjustments,
	•	the ability of competitors to protest contractual awards,
	•	penalties arising from post-award contract audits,
	•	cost audits in which the value of our contracts may be reduced,
	•	higher-than-expected final costs, particularly relating to software and hardware development, for work performed under contracts where we commit to specified deliveries for a fixed price,
	•	limited profitability from cost-reimbursement contracts under which the amount of profit is limited to a specified amount, and
	•	unpredictable cash collections of unbilled receivables that may be subject to acceptance of contract deliverables by the customer and contract close-out procedures, including government approval of final indirect rates.

	Our Operating Results May Be Adversely Affected by Unfavorable Economic and Market Conditions

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	If Our Customers Experience Financial or Other Difficulties, Our Business Could Be Materially Harmed

	A Significant Portion of Our Revenues Is Derived from a Few of Our Contracts

	We May Experience Losses from Our Fixed-Price Contracts

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	We Depend Heavily on the VSAT Market

	Our Credit Facility Contains Restrictions that Could Limit Our Ability to Implement Our Business Plan

	•	incur additional indebtedness,
	•	create liens on our assets,
	•	make certain payments, including payments of dividends in respect of capital stock, consolidate, merge and sell assets,
	•	engage in certain transactions with affiliates, and
	•	make acquisitions.

	•	minimum EBITDA (income from operations plus depreciation and amortization) for the twelve-month period ending on the last day of any fiscal quarter of $30 million,
	•	minimum tangible net worth as of the last day of any fiscal quarter of $135 million, and
	•	minimum quick ratio (sum of cash and cash equivalents, accounts receivable and marketable securities, divided by current liabilities) as of the last day of any fiscal quarter of 1.50 to 1.00.

	Our Success Depends on the Development of New Satellite and Other Wireless Communications Products and Our Ability to Gain Acceptance of These Products

	•	successful integration of various elements of our complex technologies and system architectures,
	•	timely completion and introduction of new product designs,

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	•	achievement of acceptable product costs,
	•	timely and efficient implementation of our manufacturing and assembly processes and cost reduction efforts,
	•	establishment of close working relationships with major customers for the design of their new wireless communications systems incorporating our products,
	•	development of competitive products and technologies by competitors,
	•	marketing and pricing strategies of our competitors with respect to competitive products, and
	•	market acceptance of our new products.

	A Decrease in the Selling Prices of Our Products Could Materially Harm Our Business

	Our Development Contracts May Be Difficult for Us to Comply With and May Expose Us to Third-Party Claims for Damages

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	We Expect to Incur Research and Development Costs, Which Could Significantly Reduce Our Profitability

	Our Reliance on a Limited Number of Third Parties to Manufacture and Supply Our Products Exposes Us to Various Risks

	Our Ability to Protect Our Proprietary Technology is Limited and Infringement Claims Against Us Could Restrict Our Ability to Conduct Business

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	The Markets We Serve Are Highly Competitive and Our Competitors May Have Greater Resources Than Us

	We Depend on a Limited Number of Key Employees Who Would Be Difficult to Replace

	Compliance with Changing Regulation of Corporate Governance and Public Disclosure May Result in Additional Expenses

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	We May Identify Material Weaknesses in the Future

	We Depend on the Recruitment and Retention of Personnel with U.S. Government Security Clearances, and Our Failure to Attract and Retain Such Personnel Could Seriously Harm Our Business

	We May Engage in Strategic Transactions That Could Result in Significant Charges and Management Disruption and Fail to Enhance Stockholder Value

	Any Failure to Successfully Integrate Strategic Acquisitions Could Adversely Affect Our Business

	•	the difficulty in integrating newly-acquired businesses and operations in an efficient and effective manner,
	•	the challenges in achieving strategic objectives, cost savings and other benefits expected from acquisitions,
	•	the risk our markets do not evolve as anticipated and the technologies acquired do not prove to be those needed to be successful in those markets,
	•	the potential loss of key employees of the acquired businesses,
	•	the risk of diverting the attention of senior management from the operations of our business,

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	•	the risks of entering markets in which we have less experience, and
	•	the risks of potential disputes concerning indemnities and other obligations that could result in substantial costs and further divert management’s attention and resources.

	Because We Conduct Business Internationally, We Face Additional Risks Related to Global Political and Economic Conditions and Currency Fluctuations

	•	unexpected changes in regulatory requirements,
	•	increased cost of localizing systems in foreign countries,
	•	increased sales and marketing and research and development expenses,
	•	availability of suitable export financing,
	•	timing and availability of export licenses,
	•	tariffs and other trade barriers,
	•	political and economic instability,
	•	challenges in staffing and managing foreign operations,
	•	difficulties in managing distributors,
	•	potentially adverse tax consequences,
	•	potential difficulty in making adequate payment arrangements, and
	•	potential difficulty in collecting accounts receivable.

	Exports of Our Defense Products are Subject to the International Traffic in Arms Regulations and Require a License from the U.S. Department of State Prior to Shipment

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	Adverse Regulatory Changes Could Impair Our Ability to Sell Products

	We Face Potential Product Liability Claims

	Our Operating Results Have Varied Significantly from Quarter to Quarter in the Past and, if They Continue to do so, the Market Price of Our Common Stock Could Be Impaired

	•	a complex and lengthy procurement process for most of our customers or potential customers,
	•	changes in the levels of research and development spending, including the effects of associated tax credits,
	•	the difficulty in estimating costs over the life of a contract, which may require adjustment in future periods,
	•	the timing, quantity and mix of products and services sold,
	•	price discounts given to some customers,
	•	market acceptance and the timing of availability of our new products,
	•	the timing of customer payments for significant contracts,
	•	one time charges to operating income arising from items such as acquisition expenses and write-offs of assets related to customer non-payments or obsolescence,
	•	the failure to receive an expected order or a deferral of an order to a later period, and
	•	general economic and political conditions.

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	Changes in Financial Accounting Standards Related to Stock Option Expenses Are Expected to Have a Significant Effect on Our Reported Results

	Our Executive Officers and Directors Own a Large Percentage of Our Common Stock and Exert Significant Influence Over Matters Requiring Stockholder Approval

	We Have Implemented Anti-Takeover Provisions That Could Prevent an Acquisition of Our Business at a Premium Price

	•	permit the Board of Directors to increase its own size and fill the resulting vacancies,
	•	provide for a Board comprised of three classes of directors with each class serving a staggered three-year term,
	•	authorize the issuance of preferred stock in one or more series, and
	•	prohibit stockholder action by written consent.

	Our Forward-looking Statements are Speculative and May Prove to be Wrong

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Item 2.	Properties

Item 3.	Legal Proceedings

Item 4.	Submission of Matters to a Vote of Security Holders

Item 5.	Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities

			High				Low
Fiscal 2004
	First Quarter		$	14.62			$	8.24
	Second Quarter			18.94				12.28
	Third Quarter			23.37				17.46
	Fourth Quarter			28.91				19.46
Fiscal 2005
	First Quarter		$	27.60			$	20.63
	Second Quarter			24.96				16.79
	Third Quarter			25.00				16.83
	Fourth Quarter			24.37				17.41

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Item 6.	Selected Financial Data

				April 1,				April 2,				March 31,				March 31,				March 31,
Years Ended				2005				2004				2003				2002				2001
Statement of Income Data:
	Revenues			$	345,939			$	278,579			$	185,022			$	195,628			$	164,352
	Cost of revenues				262,260				206,327				142,908				139,354				113,458
		Gross profit			83,679				72,252				42,114				56,274				50,894
	Operating expenses:
		Selling, general and administrative			48,631				38,800				37,858				38,153				26,482
		Independent research and development			8,082				9,960				16,048				9,415				6,173
		Acquired in-process research and development			—				—				—				2,550				2,334
		Amortization of intangible assets			6,642				7,841				8,448				6,959				3,789
	Income (loss) from operations				20,324				15,651				(20,240	)			(803	)			12,116
	Interest income (expense)				304				(346	)			(740	)			188				1,647
	Other income (loss)				—				—				—				(90	)			—
	Income (loss) before income taxes and minority interest				20,628				15,305				(20,980	)			(705	)			13,763
	Provision (benefit) for income taxes				1,246				2,015				(11,395	)			(2,918	)			3,441
	Minority interest in net earnings of subsidiary, net of tax				115				122				47				56				57
	Net income (loss)			$	19,267			$	13,168			$	(9,632	)		$	2,157			$	10,265
	Basic net income (loss) per share			$	0.72			$	0.50			$	(0.37	)		$	0.09			$	0.48
	Diluted net income (loss) per share			$	0.68			$	0.48			$	(0.37	)		$	0.09			$	0.46
	Shares used in computing basic net income (loss) per share				26,749				26,257				26,016				23,072				21,379
	Shares used in computing diluted net income (loss) per share				28,147				27,558				26,016				23,954				22,537
Balance Sheet Data:
	Cash, cash equivalents and short-term investments			$	14,741			$	18,670			$	4,269			$	6,620			$	17,721
	Working capital				138,859				107,846				74,276				83,458				84,334
	Total assets				301,825				272,682				237,155				238,667				169,378
	Capital lease obligation, less current portion				—				—				141				174				—
	Total stockholders’ equity				226,283				202,475				183,887				191,939				132,807

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Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

	•	Tactical data links, including MIDS,
	•	Information security and assurance products and services, which enable military and government users to communicate secure information over secure and non-secure networks, and
	•	MILSATCOM systems and products, including UHF DAMA satellite communications products consisting of modems, terminals and network control systems, and innovative broadband solutions to government customers to increase available bandwidth using existing satellite capacity.

	•	Consumer broadband products and solutions to customers based on DOCSIS or DVB-RCS-based technology,
	•	Mobile broadband products and systems for in-flight, maritime and ground mobile broadband applications,
	•	Enterprise VSAT networks products and services,
	•	Satellite networking systems design and technology development,
	•	MMIC design and development, with an emphasis in systems engineering of packaged components, which specializes in high-frequency communication technology design and development, and
	•	Antenna systems for commercial and defense applications and customers.

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	Revenue recognition

	Capitalized software development costs

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	Allowance for doubtful accounts

	Warranty accrual

	Impairment of goodwill

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	Impairment of long-lived assets (Property and equipment and other intangible assets)

	Valuation allowance on deferred tax assets

	Derivatives

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Years Ended			April 1, 2005				April 2, 2004				March 31, 2003
Revenues				100.0	%			100.0	%			100.0	%
Cost of revenues				75.8				74.1				77.2
	Gross profit			24.2				25.9				22.8
Operating expenses:
	Selling, general and administrative			14.1				13.9				20.4
	Independent research and development			2.3				3.6				8.7
	Amortization of intangible assets			1.9				2.8				4.6
Income (loss) from operations				5.9				5.6				(10.9	)
Income (loss) before income taxes				6.0				5.4				(11.4	)
Provision (benefit) for income taxes				0.4				0.7				(6.2	)
Net income (loss)				5.6				4.7				(5.2	)

	Revenues.

Years Ended

Dollar

Percentage

Increase

Increase

April 1, 2005

April 2, 2004

(Decrease)

(Decrease)

(In millions, except percentages)

Revenues

$

345.9

$

278.6

$

67.3

24.2%

	Gross Profit.

		Years Ended								Dollar				Percentage
										Increase				Increase
		April 1, 2005				April 2, 2004				(Decrease)				(Decrease)
		(In millions, except percentages)
Gross profit		$	83.7			$	72.3			$	11.4				15.8	%
Percentage of revenues			24.2	%			25.9	%

	Selling, General and Administrative Expenses.

		Years Ended								Dollar				Percentage
										Increase				Increase
		April 1, 2005				April 2, 2004				(Decrease)				(Decrease)
		(In millions, except percentages)
Selling, General and Administrative		$	48.6			$	38.8			$	9.8				25.3	%
Percentage of revenues			14.1	%			13.9	%

39

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	Independent Research and Development.

		Years Ended								Dollar				Percentage
										Increase				Increase
		April 1, 2005				April 2, 2004				(Decrease)				(Decrease)
		(In millions, except percentages)
Independent Research and Development		$	8.1			$	10.0			$	(1.9	)			(19.0	)%
Percentage of revenues			2.3	%			3.6	%

		Amortization
		(In thousands)
Expected for fiscal year 2006		$	6,048
Expected for fiscal year 2007			5,378
Expected for fiscal year 2008			4,508
Expected for fiscal year 2009			3,760
Expected for fiscal year 2010			536

40

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	Government Segment

	Revenues.

		Years Ended								Dollar				Percentage
										Increase				Increase
		April 1, 2005				April 2, 2004				(Decrease)				(Decrease)
		(In millions, except percentages)
Revenues		$	175.4			$	128.4			$	47.0				36.6	%

	Segment Operating Profit.

		Years Ended								Dollar				Percentage
										Increase				Increase
		April 1, 2005				April 2, 2004				(Decrease)				(Decrease)
		(In millions, except percentages)
Segment operating profit		$	28.1			$	15.2			$	12.9				84.9	%
Percentage of segment revenues			16.0	%			11.8	%

	Commercial Segment

	Revenues.

		Years Ended								Dollar				Percentage
										Increase				Increase
Satellite Networks		April 1, 2005				April 2, 2004				(Decrease)				(Decrease)
		(In millions, except percentages)
Revenues		$	138.0			$	111.5			$	26.5				23.8	%

		Years Ended								Dollar				Percentage
										Increase				Increase
Antenna Systems		April 1, 2005				April 2, 2004				(Decrease)				(Decrease)
		(In millions, except percentages)
Revenues		$	39.4			$	42.6			$	(3.2	)			(7.5	)%

		Years Ended								Dollar				Percentage
										Increase				Increase
Total Commercial Segment		April 1, 2005				April 2, 2004				(Decrease)				(Decrease)
		(In millions, except percentages)
Revenues		$	177.4			$	154.2			$	23.2				15.0	%

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	Segment Operating Profit.

		Years Ended								Dollar				Percentage
										Increase				Increase
Satellite Networks		April 1, 2005				April 2, 2004				(Decrease)				(Decrease)
		(In millions, except percentages)
Satellite Networks operating profit		$	(1.7	)		$	7.3			$	(9.0	)			(123	)%
Percentage of Satellite Network revenues			(1.2	)%			6.5	%

		Years Ended								Dollar				Percentage
										Increase				Increase
Antenna Systems		April 1, 2005				April 2, 2004				(Decrease)				(Decrease)
		(In millions, except percentages)
Antenna Systems operating profit		$	3.6			$	2.1			$	1.5				71.4%
Percentage of Antenna Systems revenues			9.1	%			4.9	%

		Years Ended								Dollar				Percentage
										Increase				Increase
Total Commercial Segment		April 1, 2005				April 2, 2004				(Decrease)				(Decrease)
		(In millions, except percentages)
Segment operating profit		$	1.9			$	9.4			$	(7.5	)			(79.8	)%
Percentage of segment revenues			1.1	%			6.1	%

	Revenues.

Years Ended

Dollar

Percentage

Increase

Increase

April 2, 2004

March 31, 2003

(Decrease)

(Decrease)

(In millions, except percentages)

Revenues

$

278.6

$

185.0

$

93.6

50.6%

	Gross Profit.

		Years Ended								Dollar				Percentage
										Increase				Increase
		April 2, 2004				March 31, 2003				(Decrease)				(Decrease)
		(In millions, except percentages)
Gross profit		$	72.3			$	42.1			$	30.2				71.7%
Percentage of revenues			25.9	%			22.8	%

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	Selling, General and Administrative Expenses.

		Years Ended								Dollar				Percentage
										Increase				Increase
		April 2, 2004				March 31, 2003				(Decrease)				(Decrease)
		(In millions, except percentages)
Selling, General and Administrative		$	38.8			$	37.9			$	0.9				2.4%
Percentage of revenues			13.9	%			20.4	%

	Independent Research and Development.

		Years Ended								Dollar				Percentage
										Increase				Increase
		April 2, 2004				March 31, 2003				(Decrease)				(Decrease)
		(In millions, except percentages)
Independent Research and Development		$	10.0			$	16.0			$	(6.0	)			(37.5	)%
Percentage of revenues			3.6	%			8.7	%

		Amortization
		(In thousands)
Expected for fiscal year 2005		$	6,642
Expected for fiscal year 2006			6,048
Expected for fiscal year 2007			5,378
Expected for fiscal year 2008			4,508
Expected for fiscal year 2009			3,760

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	Government Segment

	Revenues.

Years Ended

Dollar

Percentage

Increase

Increase

April 2, 2004

March 31, 2003

(Decrease)

(Decrease)

(In millions, except percentages)

Revenues

$

128.4

$

82.6

$

45.8

55.4%

	Segment Operating Profit.

		Years Ended								Dollar				Percentage
										Increase				Increase
		April 2, 2004				March 31, 2003				(Decrease)				(Decrease)
		(In millions, except percentages)
Segment operating profit		$	15.2			$	11.7			$	3.5				29.9%
Percentage of segment revenues			11.8	%			14.2	%

	Commercial Segment

	Revenues.

Years Ended

Dollar

Percentage

Increase

Increase

Satellite Networks

April 2, 2004

March 31, 2003

(Decrease)

(Decrease)

(In millions, except percentages)

Revenues

$

111.5

$

75.1

$

36.4

48.5%

Years Ended

Dollar

Percentage

Increase

Increase

Antenna Systems

April 2, 2004

March 31, 2003

(Decrease)

(Decrease)

(In millions, except percentages)

Revenues

$

42.6

$

28.7

$

13.9

48.4%

Years Ended

Dollar

Percentage

Increase

Increase

Total Commercial Segment

April 2, 2004

March 31, 2003

(Decrease)

(Decrease)

(In millions, except percentages)

Revenues

$

154.2

$

103.8

$

50.4

48.6%

44

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	Segment Operating Profit.

		Years Ended								Dollar				Percentage
										Increase				Increase
Satellite Networks		April 2, 2004				March 31, 2003				(Decrease)				(Decrease)
		(In millions, except percentages)
Satellite Networks operating profit		$	7.3			$	(23.2	)		$	30.5				131	%
Percentage of Satellite Network revenues			6.5	%			(30.9	)%

		Years Ended								Dollar				Percentage
										Increase				Increase
Antenna Systems		April 2, 2004				March 31, 2003				(Decrease)				(Decrease)
		(In millions, except percentages)
Antenna Systems operating profit		$	2.1			$	0.5			$	1.6				320	%
Percentage of Antenna Systems revenues			4.9	%			1.7	%

		Years Ended								Dollar				Percentage
										Increase				Increase
Total Commercial Segment		April 2, 2004				March 31, 2003				(Decrease)				(Decrease)
		(In millions, except percentages)
Segment operating profit		$	9.4			$	(22.6	)		$	32.0				142	%
Percentage of segment revenues			6.1	%			(21.8	)%

			April 1, 2005				April 2, 2004
			(In millions)
Firm backlog
Government segment			$	194.6			$	142.9
Commercial segment				167.3				138.7
	Total		$	361.9			$	281.6
Funded backlog
Government segment			$	109.4			$	119.6
Commercial segment				163.9				138.7
	Total		$	273.3			$	258.3
Contract options			$	23.0			$	25.8

45

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46

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47

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						For the Fiscal Years Ending,
		Total				2006				2007-2008				2009-2010				After 2010
		(In thousands)
Operating leases		$	62,916			$	6,171			$	12,044			$	12,176			$	32,525
Standby letters of credit			5,041				1,286				1,610				—				2,145
Purchase commitments			183,198				88,250				78,215				16,733				—
Accrued warranty			7,179				3,268				2,344				1,567				—
Total		$	258,334			$	98,975			$	94,213			$	30,476			$	34,670

48

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49

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Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

Item 8.	Financial Statements and Supplementary Data

50

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		1st Quarter				2nd Quarter				3rd Quarter				4th Quarter
		(In thousands, except per share data)
2005
Revenues		$	84,170			$	82,643			$	88,187			$	90,939
Gross profit			21,394				19,835				19,715				22,735
Income from operations			5,379				5,768				4,867				4,310
Net income			3,563				3,745				5,241				6,718
Basic net income per share			0.13				0.14				0.20				0.25
Diluted net income per share			0.13				0.13				0.19				0.24
2004
Revenues		$	59,264			$	64,336			$	71,758			$	83,221
Gross profit			15,939				16,811				19,922				19,580
Income (loss) from operations			(63	)			1,778				9,611				4,325
Net income			463				1,802				7,089				3,814
Basic net income per share			0.02				0.07				0.27				0.14
Diluted net income per share			0.02				0.07				0.26				0.13

Item 9.	Changes in and Disagreements With Accountants On Accounting and Financial Disclosure

Item 9A.	Controls and Procedures

51

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	•	Hired additional finance and accounting personnel with appropriate experience to, among other things, oversee non-routine transactions to ensure they are properly accounted for in accordance with generally accepted accounting principles.
	•	Conducted additional training of our personnel concerning revenue recognition accounting principles.
	•	Established and implemented policies and procedures for the identification, assessment, documentation and supervisory review of the accounting for significant and non-routine transactions.

52

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Item 9B.	Other Information

Item 10.	Directors and Executive Officers of the Registrant

Item 11.	Executive Compensation

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.	Certain Relationships and Related Transactions

Item 14.	Principal Accountant Fees and Services

53

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Item 15.	Exhibits and Financial Statement Schedules

			Page
			Number
(1) Report of Independent Registered Public Accounting Firm				F-1
	Consolidated Balance Sheets as of April 1, 2005 and April 2, 2004			F-3
	Consolidated Statements of Operations for the years ended April 1, 2005, April 2, 2004 and March 31, 2003			F-4
	Consolidated Statements of Cash Flows for the years ended April 1, 2005, April 2, 2004 and March 31, 2003			F-5
	Consolidated Statements of Stockholders’ Equity for the years ended April 1, 2005, April 2, 2004 and March 31, 2003			F-6
	Notes to the Consolidated Financial Statements			F-7
(2) Schedule II — Valuation and Qualifying Accounts				II-1

Incorporated by Reference

Exhibit

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

2.1

Asset Purchase Agreement, dated January 18, 2000, by and between ViaSat, Inc. and Scientific-Atlanta, Inc.

8-K

0000-21767

2.1

01/19/2000

2.2

Unit Purchase Agreement dated as of December 12, 2001 by and between ViaSat, Inc. and Wildblue Communications, Inc.

8-K

000-21767

10.1

12/19/2001

2.3

Unit Purchase Agreement dated as of December 14, 2001 by and among ViaSat, Inc. and the parties identified under the heading Sellers on the signature pages thereto

8-K

000-21767

10.5

12/19/2001

3.1

First Amended and Restated Bylaws of ViaSat, Inc.

S-3

333-116468

3.2

06/14/2004

3.2

Second Amended and Restated Certificate of Incorporation of ViaSat, Inc.

10-Q

000-21767

3.1

11/14/2000

4.1

Form of Common Stock Certificate

S-1/A

333-13183

4.1

11/05/1996

10.1

Form of Invention and Confidential Disclosure Agreement by and between ViaSat, Inc. and Each Employee of ViaSat, Inc.

S-1

333-13183

10.4

10/01/1996

10.2*

The 1996 Equity Participation Plan of ViaSat, Inc.

S-8

333-109959

10.1

10/24/2003

10.3*

Form of Incentive Stock Option Agreement under the 1996 Equity Participation Plan

S-1/A

333-13183

10.9

11/20/1996

10.4*

Form of Nonqualified Stock Option Agreement under the 1996 Equity Participation Plan

S-1/A

333-13183

10.10

11/20/1996

54

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Incorporated by Reference

Exhibit

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

10.5*

The ViaSat, Inc. Employee Stock Purchase Plan, as amended

10-Q

000-21767

10.1

08/14/2000

10.6*

ViaSat, Inc. 401(k) Profit Sharing Plan

S-1

333-13183

10.12

10/11/1996

10.7

Second Amended and Restated Revolving Loan Agreement dated January 31, 2005 among ViaSat, Inc., Union Bank of California, N.A. and Comerica Bank

8-K

000-21767

10.1

02/01/2005

10.8

Lease, dated March 24, 1998, by and between W9/ LNP Real Estate Limited Partnership and ViaSat, Inc. (6155 El Camino Real, Carlsbad, California)

10-K

000-21767

10.27

06/29/1998

10.9

Amendment to Lease, dated June 17, 2004, by and between Levine Investments Limited Partnership and ViaSat, Inc. (6155 El Camino Real, Carlsbad, CA)

10-Q

000-21767

10.1

08/10/2004

10.10

Award/ Contract, effective January 20, 2000, issued by Space and Naval Warfare Systems to ViaSat, Inc.

10-Q

000-21767

10.1

02/14/2000

21.1

Subsidiaries.

X

23.1

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

X

31.1

Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

32.1

Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

	*	Denotes management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of this Annual Report on Form 10-K.

55

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	VIASAT, INC.

	By:	/s/ MARK D. DANKBERG

	Mark D. Dankberg
	Chairman and Chief Executive Officer

Signature				Title		Date
/s/ MARK D. DANKBERG   Mark D. Dankberg				Chairman of the Board and Chief Executive Officer (Principal Executive Officer)		June 10, 2005
/s/ RONALD G. WANGERIN   Ronald G. Wangerin				Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)		June 10, 2005
/s/ ROBERT W. JOHNSON   Robert W. Johnson				Director		June 10, 2005
/s/ JEFFREY M. NASH   Jeffrey M. Nash				Director		June 10, 2005
/s/ B. ALLEN LAY   B. Allen Lay				Director		June 10, 2005
/s/ MICHAEL B. TARGOFF   Michael B. Targoff				Director		June 10, 2005
/s/ JOHN P. STENBIT   John P. Stenbit				Director		June 10, 2005
/s/ HARVEY P. WHITE   Harvey P. White				Director		June 10, 2005

56

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F-1

---

Table of Contents

F-2

---

Table of Contents

				As of				As of
				April 1,				April 2,
				2005				2004
				(In thousands,
				except share data)
ASSETS
Current assets:
	Cash and cash equivalents			$	14,579			$	18,510
	Short-term investments				162				160
	Accounts receivable, net				141,298				110,766
	Inventories				36,612				30,357
	Deferred income taxes				7,027				5,487
	Prepaid expenses and other current assets				10,114				9,251
		Total current assets			209,792				174,531
Goodwill					19,492				19,492
Other intangible assets, net					20,990				27,632
Property and equipment, net					33,278				32,052
Other assets					18,273				18,975
		Total assets		$	301,825			$	272,682
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	38,523			$	32,635
	Accrued liabilities				32,410				34,050
		Total current liabilities			70,933				66,685
Other liabilities					3,911				2,944
		Total liabilities			74,844				69,629
Commitments and contingencies (Notes 9 & 10)
Minority interest in consolidated subsidiary					698				578
Stockholders’ equity:
	Series A, convertible preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at April 1, 2005 and April 2, 2004, respectively				—				—
	Common stock, $.0001 par value, 100,000,000 shares authorized; 26,861,900 and 26,540,159 shares issued and outstanding at April 1, 2005 and April 2, 2004, respectively				3				3
	Paid-in capital				163,819				159,323
	Retained earnings				62,288				43,021
	Accumulated other comprehensive income				173				128
		Total stockholders’ equity			226,283				202,475
		Total liabilities and stockholders’ equity		$	301,825			$	272,682

F-3

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Table of Contents

			Years Ended
			April 1, 2005				April 2, 2004				March 31, 2003
			(In thousands, except per share data)
Revenues			$	345,939			$	278,579			$	185,022
Cost of revenues				262,260				206,327				142,908
	Gross profit			83,679				72,252				42,114
Operating expenses:
	Selling, general and administrative			48,631				38,800				37,858
	Independent research and development			8,082				9,960				16,048
	Amortization of intangible assets			6,642				7,841				8,448
Income (loss) from operations				20,324				15,651				(20,240	)
Other income (expense):
	Interest income			445				11				116
	Interest expense			(141	)			(357	)			(856	)
Income (loss) before income taxes and minority interest				20,628				15,305				(20,980	)
Provision (benefit) for income taxes				1,246				2,015				(11,395	)
Minority interest in net earnings of subsidiary, net of tax				115				122				47
Net income (loss)			$	19,267			$	13,168			$	(9,632	)
Basic net income (loss) per share			$	0.72			$	0.50			$	(0.37	)
Diluted net income (loss) per share			$	0.68			$	0.48			$	(0.37	)
Shares used in computing basic net income (loss) per share				26,749				26,257				26,016
Shares used in computing diluted net income (loss) per share				28,147				27,558				26,016

F-4

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Table of Contents

					Years Ended
					April 1, 2005				April 2, 2004				March 31, 2003
					(In thousands)
Cash flows from operating activities:
	Net income (loss)				$	19,267			$	13,168			$	(9,632	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation				10,053				10,098				9,754
		Amortization of intangible assets and capitalized software				10,072				10,631				9,533
		Provision for bad debts				234				(294	)			475
		Deferred income taxes				(3,353	)			(94	)			(5,767	)
		Minority interest in consolidated subsidiary				120				126				38
		Non-cash compensation				—				35				103
		Tax benefit from exercise of stock options				787				976				25
	Increase (decrease) in cash resulting from changes in operating assets and liabilities:
		Accounts receivable				(30,760	)			(29,310	)			(1,148	)
		Inventories				(6,249	)			(198	)			(10	)
		Other assets				(1,771	)			(2,796	)			3,663
		Accounts payable				5,885				10,643				5,908
		Accrued liabilities				(1,697	)			15,006				1,169
		Other liabilities				995				606				(504	)
			Net cash provided by operating activities			3,583				28,597				13,607
Cash flows from investing activities:
	Purchases of short-term investments, net					(2	)			(2	)			(2	)
	Investment in capitalized software					—				—				(5,333	)
	Purchases of property and equipment, net					(11,279	)			(8,532	)			(12,242	)
			Net cash used in investing activities			(11,281	)			(8,534	)			(17,577	)
Cash flows from financing activities:
	Proceeds from line of credit					19,000				4,000				10,950
	Payments on line of credit					(19,000	)			(13,950	)			(10,900	)
	Proceeds from issuance of common stock					3,709				4,054				1,550
			Net cash provided by (used in) financing activities			3,709				(5,896	)			1,600
Effect of exchange rate changes on cash						58				232				17
Net (decrease) increase in cash and cash equivalents						(3,931	)			14,399				(2,353	)
Cash and cash equivalents at beginning of year						18,510				4,111				6,464
Cash and cash equivalents at end of year					$	14,579			$	18,510			$	4,111
Supplemental information:
	Cash paid for interest				$	141			$	384			$	790
	Cash paid (received) for income taxes				$	3,680			$	(45	)		$	(3,614	)

F-5

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			Common Stock																				Accumulated
																							Other
			Number of								Paid in				Retained				Unearned				Comprehensive								Comprehensive
			Shares				Amount				Capital				Earnings				Compensation				Income (Loss)				Total				Income (Loss)
			(In thousands, except share data)
Balance at March 31, 2002				25,908,373			$	2			$	152,775			$	39,485			$	(138	)		$	(185	)		$	191,939
	Exercise of stock options			32,250								223																223
	Tax benefit from exercise of stock options											25																25
	Issuance of stock under Employee Stock Purchase Plan			189,820				1				1,326																1,327
	Forfeited unexercised options											(56	)															(56	)
	Amortization of stock based compensation																			103								103
	Net loss															(9,632	)											(9,632	)		$	(9,632	)
	Foreign currency translation																							(42	)			(42	)			(42	)
	Comprehensive loss																														$	(9,674	)
Balance at March 31, 2003				26,130,443				3				154,293				29,853				(35	)			(227	)			183,887
	Exercise of stock options			282,383								2,673																2,673
	Tax benefit from exercise of stock options											976																976
	Issuance of stock under Employee Stock Purchase Plan			127,333								1,381																1,381
	Unearned compensation of option plan acquired																			35								35
	Net income															13,168												13,168			$	13,168
	Foreign currency translation																							355				355				355
	Comprehensive income																														$	13,523
Balance at April 2, 2004				26,540,159				3				159,323				43,021				—				128				202,475
	Exercise of stock options			230,094								2,037																2,037
	Tax benefit from exercise of stock options											787																787
	Issuance of stock under Employee Stock Purchase Plan			91,647								1,672																1,672
	Net income															19,267												19,267			$	19,267
	Hedging transaction																							(54	)			(54	)			(54	)
	Foreign currency translation																							99				99				99
	Comprehensive income																														$	19,312
Balance at April 1, 2005				26,861,900			$	3			$	163,819			$	62,288			$	—			$	173			$	226,283

F-6

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Table of Contents

Note 1 —	The Company and a Summary of Its Significant Accounting Policies

	The Company

	Principles of Consolidation

	Management Estimates and Assumptions

	Cash Equivalents

	Short-term Investments

	Unbilled Accounts Receivable

	Concentration of Risk

F-7

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Table of Contents

	Inventory

	Property and Equipment

	Goodwill and Intangible Assets

	Impairment of goodwill

F-8

---

Table of Contents

	Impairment of long-lived assets (Property and equipment and other intangible assets)

	Warranty Reserves

	Fair Value of Financial Instruments

	Derivatives

F-9

---

Table of Contents

	Revenue Recognition

	Independent Research and Development

	Software Development

F-10

---

Table of Contents

	Income Taxes

	Earnings Per Share

	Foreign Currency

	Segment Reporting

	Stock-based Compensation

F-11

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Table of Contents

														Employee Stock Purchase
		Employee Stock Options												Plan
		2005				2004				2003				2005				2004				2003
Expected life (in years)			6.30				6.84				5.99				0.50				0.50				0.50
Risk-free interest rate			3.79	%			3.20	%			2.78	%			1.68	%			1.05	%			1.55	%
Expected volatility			62.00	%			66.00	%			91.00	%			46.00	%			66.00	%			91.00	%
Expected dividend yield			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%

			Year Ended
			April 1, 2005				April 2, 2004				March 31, 2003
			(In thousands, except per share data)
Net income (loss) as reported			$	19,267			$	13,168			$	(9,632	)
Stock based compensation included in net income (loss), net of tax				—				35				103
Stock based employee compensation expense under fair value based method, net of tax				(8,146	)			(10,478	)			(12,749	)
Pro forma net income (loss)			$	11,121			$	2,725			$	(22,278	)
Basic earnings (loss) per share
	As reported		$	0.72			$	0.50			$	(0.37	)
	Pro forma		$	0.42			$	0.10			$	(0.86	)
Diluted earnings (loss) per share
	As reported		$	0.68			$	0.48			$	(0.37	)
	Pro forma		$	0.40			$	0.10			$	(0.86	)

	Recent Accounting Pronouncements

F-12

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F-13

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Table of Contents

Note 2 —	Composition of Certain Balance Sheet Captions

			April 1, 2005				April 2, 2004
			(In thousands)
Accounts receivable, net:
	Billed		$	49,737			$	53,539
	Unbilled			91,724				57,606
	Allowance for doubtful accounts			(163	)			(379	)
			$	141,298			$	110,766
Inventories:
	Raw materials		$	16,706			$	17,299
	Work in process			9,347				4,757
	Finished goods			10,559				8,301
			$	36,612			$	30,357
Prepaid expenses and other current assets:
	Income taxes receivable		$	2,639			$	3,130
	Prepaid expenses			6,187				5,126
	Other			1,288				995
			$	10,114			$	9,251
Other intangible assets, net:
	Technology		$	26,770			$	26,770
	Contracts and relationships			9,736				9,736
	Non-compete agreement			7,950				7,950
	Other intangibles			6,875				6,875
				51,331				51,331
	Less accumulated amortization			(30,341	)			(23,699	)
			$	20,990			$	27,632

F-14

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Table of Contents

			April 1, 2005				April 2, 2004
			(In thousands)
Property and equipment, net:
	Machinery and equipment		$	43,966			$	35,628
	Computer equipment and software			29,866				26,347
	Furniture and fixtures			3,523				3,313
	Construction in progress			3,876				4,902
				81,231				70,190
	Less accumulated depreciation			(47,953	)			(38,138	)
			$	33,278			$	32,052
Other assets:
	Capitalized software costs, net		$	10,341			$	13,771
	Deferred income taxes			6,333				4,520
	Other			1,599				684
			$	18,273			$	18,975
Accrued liabilities:
	Current portion of warranty reserve		$	3,268			$	1,945
	Accrued vacation			5,120				4,410
	Accrued bonus			3,468				4,382
	Accrued 401(k) matching contribution			2,771				2,321
	Collections in excess of revenues			13,767				16,040
	Other			4,016				4,952
			$	32,410			$	34,050
Other liabilities:
Accrued warranty			$	3,911			$	2,506
Deferred income taxes				—				438
			$	3,911			$	2,944

Note 3 —	Accounting for Goodwill and Intangible Assets

F-15

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Table of Contents

		Amortization
		(In thousands)
Expected for fiscal year 2006		$	6,048
Expected for fiscal year 2007			5,378
Expected for fiscal year 2008			4,508
Expected for fiscal year 2009			3,760
Expected for fiscal year 2010			536

							As of April 1, 2005								As of April 2, 2004
							Accumulated				Net Book				Accumulated				Net Book
			Total				Amortization				Value				Amortization				Value
Intangible Assets
Existing Technology			$	26,770			$	14,770			$	12,000			$	10,969			$	15,801
Contracts and relationships				9,736				5,395				4,341				4,331				5,405
Non-compete agreements				7,950				7,040				910				5,926				2,024
Other amortizable assets				6,875				3,136				3,739				2,473				4,402
	Total intangible assets		$	51,331			$	30,341			$	20,990			$	23,699			$	27,632

Note 4 —	Line of Credit

F-16

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Note 5 —	Common Stock and Options

F-17

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Table of Contents

										Weighted Average
		Number of				Exercise Price				Exercise Price
		Shares				per Share				per Share
Outstanding at March 31, 2002			4,387,741				$ 4.25 - $43.82			$	15.41
Options granted			922,249				4.70 -  12.95				10.37
Options canceled			(242,123	)			7.77 -  26.16				19.11
Options exercised			(32,250	)			5.78 -   8.94				6.81
Outstanding at March 31, 2003			5,035,617				4.25 -  43.82				14.37
Options granted			514,000				10.26 -  25.01				17.55
Options canceled			(192,426	)			8.80 -  36.35				17.80
Options exercised			(282,383	)			4.25 -  26.16				9.15
Outstanding at April 2, 2004			5,074,808				4.25 -  43.82				14.83
Options granted			1,296,000				16.94 -  22.82				19.52
Options canceled			(126,353	)			6.06 -  43.82				19.36
Options exercised			(230,094	)			4.69 -  22.03				8.86
Outstanding at April 1, 2005			6,014,361				4.25 -  35.63				15.98

						Weighted
						Average				Weighted								Weighted
						Remaining				Average								Average
		Number				Contractual				Exercise				Number				Exercise
Range of Exercise Prices		Outstanding				Life-Years				Price				Exercisable				Price
$ 4.25 - $ 7.77			891,714				3.37			$	6.36				869,051			$	6.39
8.07 -   9.37			131,717				4.62				8.60				122,518				8.55
9.95 -  10.73			815,114				7.89				10.69				493,313				10.68
11.08 -  14.00			687,264				6.57				13.34				488,113				13.37
14.56 -  18.54			612,930				7.68				17.13				281,707				16.55
18.71 -  18.71			8,000				6.13				18.71				4,800				18.71
18.73 -  18.73			794,000				9.61				18.73				0				0.00
18.97 -  21.82			618,999				8.68				20.87				139,869				20.83
21.83 -  21.83			7,000				5.23				21.83				5,800				21.83
22.03 -  35.63			1,447,623				5.54				22.69				1,330,632				22.69
4.25 -  35.63			6,014,361				6.71				15.98				3,735,803				15.09

F-18

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Table of Contents

		Years Ended
		April 1, 2005				April 2, 2004				March 31, 2003
Weighted average common shares outstanding used in calculating basic net income (loss) per share			26,748,597				26,256,869				26,015,702
Weighted average options to purchase common stock as determined by application of the treasury stock method			1,396,434				1,297,416				—
Employee Stock Purchase Plan equivalents			2,141				3,623				—
Shares used in computing diluted net income (loss) per share			28,147,172				27,557,908				26,015,702

Note 7 —	Income Taxes

				Years Ended
				April 1, 2005				April 2, 2004				March 31, 2003
				(In thousands)
Current tax provision (benefit)
	Federal			$	3,563			$	1,493			$	(5,325	)
	States				845				207				(454	)
	Foreign				191				409				142
					4,599				2,109				(5,637	)
Deferred tax (benefit) provision
	Federal				(2,077	)			175				(2,669	)
	State				(1,276	)			(269	)			(3,089	)
	Foreign				—				—				—
					(3,353	)			(94	)			(5,758	)
		Total provision (benefit) for income taxes		$	1,246			$	2,015			$	(11,395	)

F-19

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				As of
				April 1, 2005				April 2, 2004
				(In thousands)
Deferred tax assets:
	Tax credit carryforwards			$	10,031			$	8,637
	Warranty reserve				2,913				1,644
	Inventory reserve				1,947				1,990
	Accrued vacation				1,708				1,439
	Net operating loss carryforward				13				35
	Other				(299	)			256
	Valuation allowance				(769	)			—
		Total deferred tax assets			15,544				14,001
Deferred tax liabilities:
	Property and equipment and intangible assets				2,153				3,835
	Other				31				159
		Total deferred tax liabilities			2,184				3,994
Net deferred tax assets				$	13,360			$	10,007

		Years Ended
		April 1, 2005				April 2, 2004				March 31, 2003
		(In thousands)
Tax expense (benefit) at statutory rate		$	7,296			$	5,369			$	(7,335	)
State tax provision, net of federal benefit			982				659				(1,227	)
Tax credits, net of valuation allowance			(5,480	)			(4,076	)			(3,167	)
Export sales tax benefit			(1,548	)			(177	)			—
Other			(4	)			240				334
		$	1,246			$	2,015			$	(11,395	)

F-20

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Note 8 —	Employee Benefits

Note 9 —	Commitments

Years Ending,
2006		$	6,171
2007			6,138
2008			5,906
2009			6,046
2010			6,130
Thereafter			32,525
		$	62,916

F-21

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Table of Contents

Note 10 —	Contingencies

F-22

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Table of Contents

Note 11 —	Product Warranty

			Years Ended
			April 1, 2005				April 2, 2004				March 31, 2003
			(In thousands)
Balance, beginning of period			$	4,451			$	2,327			$	1,498
	Change in liability for warranties issued in period			4,737				3,315				1,613
	Settlements made (in cash or in kind) during the period			(2,009	)			(1,191	)			(784	)
Balance, end of period			$	7,179			$	4,451			$	2,327

Note 12 —	Immeon Networks, L.L.C.

			December 31, 2003
Current assets			$	648
Non-current assets				—
Current liabilities				15
Amounts contingently payable to Members				6,730
Non-current liabilities				—
	Total member’s deficit		$	(6,097	)
ViaSat’s investment in joint venture			$	—

F-23

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Table of Contents

			Years Ended
			December 31,
			2003				2002
Operating revenues			$	350			$	430
Operating expenses				(857	)			(3,033	)
	Net loss		$	(507	)		$	2,603
Company’s share of net loss, after elimination of intercompany transactions			$	—			$	—

Note 13 —	Segment Information

				Years Ended
				April 1, 2005				April 2, 2004				March 31, 2003
				(In thousands)
Revenues
	Government			$	175,442			$	128,351			$	82,588
	Commercial
		Satellite Networks			137,971				111,549				75,102
		Antenna Systems			39,420				42,607				28,663
					177,391				154,156				103,765
	Eliminations				(6,894	)			(3,928	)			(1,331	)
Total revenues				$	345,939			$	278,579			$	185,022
Operating profits
	Government			$	28,060			$	15,190			$	11,652
	Commercial
		Satellite Networks			(1,748	)			7,301				(23,184	)
		Antenna Systems			3,639				2,093				536
					1,891				9,394				(22,648	)

F-24

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			Years Ended
			April 1, 2005				April 2, 2004				March 31, 2003
			(In thousands)
Segment operating profit (loss) before corporate and other				29,951				24,584				(10,996	)
	Corporate			(2,207	)			(1,058	)			(796	)
	Other			(778	)			(34	)			—
	Amortization of intangibles(1)			(6,642	)			(7,841	)			(8,448	)
Income (loss) from operations			$	20,324			$	15,651			$	(20,240	)

(1)	Amortization of intangibles relate to the commercial segment.

				April 1, 2005				April 2, 2004
				(In thousands)
Segment assets(2)
Government				$	81,645			$	65,010
Commercial
		Satellite Networks			79,835				63,143
		Antenna Systems			17,778				15,631
					97,613				78,774
	Corporate assets				122,567				128,898
Total				$	301,825			$	272,682

(2)	Assets identifiable to segments include; accounts receivable, unbilled accounts receivable and inventory. At April 1, 2005 and April 1, 2004, all the Company’s goodwill related to the Company’s commercial segment.

		Years Ended
		April 1, 2005				April 2, 2004				March 31, 2003
		(In thousands)
United States		$	253,045			$	211,252			$	134,360
Europe			44,617				36,690				22,176
Asia Pacific			29,137				23,046				14,942
North America other than United States			12,953				5,181				12,254
Latin America			6,187				2,410				1,290
		$	345,939			$	278,579			$	185,022

F-25

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Table of Contents

			Allowance for
Date			Doubtful Accounts
			(In thousands)
Balance, March 31, 2002			$	487
	Provision			475
	Write-off			(289	)
Balance, March 31, 2003			$	673
	Provision			(294	)
Balance, April 2, 2004			$	379
	Provision			234
	Write-off			(450	)
Balance, April 1, 2005			$	163

			Deferred Tax
Date			Asset Valuation
			(In thousands)
Balance, March 31, 2002			$	—
	Provision			—
	Write-off			—
Balance, March 31, 2003			$	—
	Provision			—
Balance, April 2, 2004			$	—
	Provision			769
	Write-off			—
Balance, April 1, 2005			$	769

II-1

                                                                    Exhibit 21.1


Subsidiaries of ViaSat

    1.     ViaSat Worldwide Limited, a Delaware corporation

    2.     ViaSat China Services, Inc., a Delaware corporation

    3.     ViaSat Foreign Sales Corporation, a Barbados corporation

    4.     ViaSat Europe Limited, a private limited UK corporation

    5.     ViaSat Australia PTY Limited, an Australian corporation

    6.     ViaSat Inc. Limitada, a Chilean limited liability partnership

    7.     ViaSat Canada Company, a Nova Scotia unlimited liability company

    8.     ViaSat Europe S.r.l., an Italian limited liability company

    9.     ViaSat India Pvt. Ltd., an Indian private limited company

    10.    Immeon Networks LLC, a Delaware limited liability company

    11.    U.S. Monolithics, LLC, an Arizona limited liability company

                                                                    Exhibit 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (File Nos. 333-85522, 333-74276, 333-69664, and
333-116468) and the Registration Statements on Form S-8 (File Nos. 333-21113,
333-68757, 333-40396, 333-67010, 333-82340, and 333-109959) of ViaSat, Inc. of
our report dated June 9, 2005 relating to the financial statements, financial
statement schedule, management's assessment of the effectiveness of internal
control over financial reporting and the effectiveness of internal control over
financial reporting, which appears in this Form 10-K.

PricewaterhouseCoopers LLP
San Diego, California
June 9, 2005

                                                                    Exhibit 31.1

               CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT
                TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark D. Dankberg, Chief Executive Officer of ViaSat, Inc., certify that:

1.  I have reviewed this annual report on Form 10-K of ViaSat, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
    financial reporting (as defined in Exchange Act Rules 13a-15(f) and
    15d-15(f) for the registrant and have:

    a)  Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision,
        to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which this
        report is being prepared;

    b)  Designed such internal control over financial reporting, or caused such
        internal control over financial reporting to be designed under our
        supervision, to provide reasonable assurance regarding the reliability
        of financial reporting and the preparation of financial statements for
        external purposes in accordance with generally accepted accounting
        principles;

    c)  Evaluated the effectiveness of the registrant's disclosure controls and
        procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and

    d)  Disclosed in this report any change in the registrant's internal control
        over financial reporting that occurred during the registrant's most
        recent fiscal quarter (the registrant's fourth fiscal quarter in the
        case of an annual report) that has materially affected, or is reasonably
        likely to materially affect, the registrant's internal control over
        financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on
    our most recent evaluation of internal control over financial reporting, to
    the registrant's auditors and the audit committee of the registrant's board
    of directors (or persons performing the equivalent functions):

    a)  All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

    b)  Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.


Date: June 10, 2005

                                                         /s/ Mark D. Dankberg
                                                        -----------------------
                                                           Mark D. Dankberg
                                                        Chief Executive Officer


                                                                    Exhibit 31.2

               CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT
                TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald G. Wangerin, Chief Financial Officer of ViaSat, Inc., certify that:

1.  I have reviewed this annual report on Form 10-K of ViaSat, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
    financial reporting (as defined in Exchange Act Rules 13a-15(f) and
    15d-15(f)) for the registrant and have:

    a)  Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision,
        to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which this
        report is being prepared;

    b)  Designed such internal control over financial reporting, or caused such
        internal control over financial reporting to be designed under our
        supervision, to provide reasonable assurance regarding the reliability
        of financial reporting and the preparation of financial statements for
        external purposes in accordance with generally accepted accounting
        principles;

    c)  Evaluated the effectiveness of the registrant's disclosure controls and
        procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and

    d)  Disclosed in this report any change in the registrant's internal control
        over financial reporting that occurred during the registrant's most
        recent fiscal quarter (the registrant's fourth fiscal quarter in the
        case of an annual report) that has materially affected, or is reasonably
        likely to materially affect, the registrant's internal control over
        financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our
    most recent evaluation of internal control over financial reporting, to the
    registrant's auditors and the audit committee of registrant's board of
    directors (or persons performing the equivalent functions):

    a)  All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

    b)  Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.

Date:   June 10, 2005

                                                        /s/ Ronald G. Wangerin
                                                        ----------------------
                                                          Ronald G. Wangerin
                                                        Chief Financial Officer

                                                                    Exhibit 32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

    Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, the undersigned officer of ViaSat, Inc. (the
"Company") hereby certifies, to such officer's knowledge, that:

        (a) the accompanying Annual Report on Form 10-K of the Company for the
    annual period ended April 1, 2005 (the "Report") fully complies with the
    requirements of Section 13(a) or Section 15(d), as applicable, of the
    Securities Exchange Act of 1934, as amended; and

        (b) the information contained in the Report fairly presents, in all
    material respects, the financial condition and results of operations of the
    Company.

    Dated: June 10, 2005                    /s/ Mark D. Dankberg
                                            --------------------
                                            Mark D. Dankberg
                                            Chief Executive Officer

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

        Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, the undersigned officer of ViaSat, Inc. (the
"Company") hereby certifies, to such officer's knowledge, that:

        (a) the accompanying Annual Report on Form 10-K of the Company for the
    annual period ended April 1, 2005 (the "Report") fully complies with the
    requirements of Section 13(a) or Section 15(d), as applicable, of the
    Securities Exchange Act of 1934, as amended; and

        (b) the information contained in the Report fairly presents, in all
    material respects, the financial condition and results of operations of the
    Company.

Dated: June 10, 2005                        /s/ Ronald G. Wangerin
                                            ----------------------
                                            Ronald G. Wangerin
                                            Chief Financial Officer