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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

ý

Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended April 30, 2010o

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period
from                                  to


Commission file number 001-33261

AEROVIRONMENT, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation or organization)

95-2705790(I.R.S. Employer Identification No.)181 W. Huntington Drive, Suite 202
Monrovia, CA(Address of Principal Executive Offices)

91016(Zip Code)Registrant's telephone number, including area code:(626) 357-9983


Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Name of each exchange on which registeredCommon Stock, par value $0.0001 per share

The NASDAQ Stock Market LLC


Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o    No ý

The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing price on the NASDAQ Global Select Market
on October 31, 2009 was approximately $458.6 million.

As
of June 11, 2010, the issuer had 21,753,413 shares of common stock, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than
120 days after the conclusion of the registrant's fiscal year ended April 30, 2010, are incorporated by reference into Part III of this Form 10-K.



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AEROVIRONMENT, INC.  INDEX TO FORM 10-K



PagePART IItem 1.

Business

2Item 1A.

Risk Factors

21Item 1B.

Unresolved Staff Comments

40Item 2.

Properties

40Item 3.

Legal Proceedings

40Item 4.

(Removed and Reserved)

40PART IIItem 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

41Item 6.

Selected Consolidated Financial Data

43Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

43Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

53Item 8.

Financial Statements and Supplementary Data

54Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

81Item 9A.

Controls and Procedures

81Item 9B.

Other Information

82PART IIIItem 10.

Directors, Executive Officers and Corporate Governance

84Item 11.

Executive Compensation

84Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

84Item 13.

Certain Relationships and Related Transactions, and Director Independence

84Item 14.

Principal Accounting Fees and Services

84PART IVItem 15.

Exhibits, Financial Statement Schedules

85


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PART I

Forward-Looking Statements

This Annual Report on Form 10-K, or Annual Report, contains forward- looking statements, which reflect our current
views about future events and financial results. We have made these statements in reliance on the safe harbor created by the Private Securities Litigation Reform Act of 1995 (set forth in
Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Forward-looking
statements include our views on future financial results, financing sources, product development, capital requirements, market growth and the like, and are generally identified by terms such as "may,"
"will," "should," "could," "targets," "projects," "predicts," "contemplates," "anticipates," "believes," "estimates," "expects," "intends," "plans" and similar words. Forward-looking statements are
merely predictions and therefore inherently subject to uncertainties and other factors which could cause the actual results to differ materially from the forward-looking
statement. These uncertainties and other factors include, among other things:



Set
forth below in Item 1A, "Risk Factors" are additional significant uncertainties and other factors affecting forward-looking statements. The reader should understand that the
uncertainties and other factors identified in this Annual Report are not a comprehensive list of all the uncertainties and other factors that may affect forward-looking statements. We do not undertake
any obligation to update or revise any forward-looking statements or the list of uncertainties and other factors that could affect those statements.

Item 1.    Business.

Overview

We design, develop, produce and support a technologically-advanced portfolio of unmanned aircraft systems, or UAS, that we supply
primarily to organizations within the U.S. Department of Defense, or DoD, charging systems for electric vehicle batteries and power cycling and test systems that we supply to commercial and government
customers. We derive the majority of our revenue from these business areas and we believe that the markets for these solutions have significant growth potential. Additionally, we believe that some of
the innovative potential products in our research and development pipeline, some of which we receive customer funding to develop, others we fund ourselves, will emerge as new growth platforms in the
future, creating additional market opportunities.

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The
success we have achieved with our current products stems from our investment in research and development and our ability to invent and deliver advanced solutions, utilizing our
proprietary technologies, to help our government and commercial customers operate more effectively and efficiently. Our core technological capabilities, developed through nearly 40 years of
innovation, include
lightweight aerostructures, electric propulsion systems, efficient electric energy generation and storage systems, high-density energy packaging, miniaturization, controls integration and
systems engineering optimization.

Our
Unmanned Aircraft Systems business segment focuses primarily on the design, development, production and support of innovative UAS that provide situational awareness and other mission
effects to increase the security and effectiveness of our customers' operations. Our Efficient Energy Systems business segment focuses primarily on the design, development, production and support of
innovative efficient electric energy systems that address the growing demand for clean transportation.

Our Strategy

As a technology company, our strategy is to develop innovative new solutions that enable us to enter large markets, gain market share,
and grow as market adoption increases. We believe that by introducing new solutions that provide customers with compelling value we have been able to enter markets that would otherwise have only been
available to large, entrenched competitors. Our goal is to achieve market adoption of new solutions leading to complete product lines with their own product lifecycles.

We
intend to grow our business by maintaining leadership in the markets for UAS, electric vehicle charging systems and power cycling and test systems and by creating new solutions that
enable us to enter and lead new markets. Key components of this strategy include the following:

Expand our current solutions to existing and new customers.Our small UAS, electric vehicle charging systems and power cycling
and test systems are
leading solutions in their respective North American markets. We intend to increase the penetration of our small UAS products within the U.S. military, the military forces of allied nations and
non-military U.S. customers. We believe that the increased use of our small UAS in the U.S. military will be a catalyst for increased demand by allied countries, and that our efforts to
pursue new applications will help to create non-military opportunities. We similarly intend to increase the penetration of our electric vehicle charging systems and power cycling and test
systems into existing and new customers in North America and globally.

Deliver innovative new solutions.Innovation is the primary driver of our growth. We plan to continue research and development
efforts to develop
better, more capable products, services and business models, both in response to and in anticipation of customer needs. In some cases these innovations
manifest themselves as upgrades to existing offerings, expanding our footprint among existing customers and markets. In other cases these innovations become entirely new solutions that represent
potential new markets, customers and business opportunities. We believe that by continuing to invest in research and development we will continue to deliver innovative, new products and services that
address market needs within and outside of our current target markets, enabling us to create new opportunities for growth.

Foster our entrepreneurial culture and continue to attract, develop and retain highly-skilled personnel.We have created a
corporate culture that
encourages innovation and an entrepreneurial spirit, which helps to attract and retain highly-skilled professionals. We intend to nurture this culture to encourage the development of the innovative,
highly technical solutions that give us our competitive advantage. A core component of our culture is the demonstration of trust and integrity in all of our interactions, contributing to a positive
work environment and engendering loyalty among our customers.

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Preserve our agility and flexibility.We are able to respond rapidly to evolving markets and deliver new products and system
capabilities quickly,
efficiently and affordably. We believe that this ability helps us to strengthen our relationships with customers. We intend to maintain our agility and flexibility, which we believe to be important
sources of differentiation when we compete against competitors with more extensive resources.

Our Customers

We sell the majority of our small UAS and UAS services to organizations within the DoD. Our Efficient Energy Systems business segment
generates revenue from commercial and, to a lesser extent, government customers.

During
our fiscal year ended April 30, 2010, approximately 44% of our sales were made to the U.S. Army pursuant to orders made under contract by the U.S. Army on behalf of itself
as well as several other services of the DoD. Other U.S. government agencies and government subcontractors accounted for 42% of our sales revenue, while purchases by foreign and commercial customers
accounted for the remaining 14% of sales revenue during our fiscal year ended April 30, 2010.

Industry Background



The market for our small UAS has grown significantly over the last several years due to the U.S. military's post-Cold War
transformation and the demands associated with the current global threat environment. Following the end of the Cold War, the U.S. military began its transformation into a smaller, more agile force
that operates via a network of observation, communication and precision targeting technologies. This transformation accelerated following the terrorist attacks of September 11, 2001, as the
U.S. military required improved, distributed observation and targeting of combat enemies who operate in small groups, often embedded in dense population centers or dispersed in remote locations. We
believe that UAS, which range from large systems, such as Northrop Grumman's Global Hawk and General Atomics' Predator, Sky Warrior and Reaper, to small systems, such as our Raven, Wasp and Puma, are
an integral component of this transforming military force because they provide critical observation and communications capabilities serving the increasing demand for actionable intelligence, while
reducing risk to individual "warfighters." Our small UAS can provide real-time observation and communication capabilities to the small units who directly control them. As we explore
opportunities to develop new markets for our small UAS, such as border surveillance, law enforcement and petrochemical industry infrastructure monitoring, we expect further growth through the
introduction of UAS technology to non-military applications once rules are established for their safe and effective operation in the national airspace.



We believe a market opportunity exists for UAS that can fly for multiple days to perform continuous remote sensing and communications
relay missions in an affordable manner. The emergence of distributed military threats in geographic areas with limited communications infrastructure has prompted U.S. military forces to deploy
solutions to manage the increasing volume of data generated by their operations in those areas. Existing solutions such as communications satellites, manned aircraft and unmanned aircraft address some
of this emerging demand for bandwidth, but do so at relatively high financial and resource costs. Given the nature of asymmetrical warfare, with embedded military adversaries who operate in population
centers, rural areas and remote locations, the ability to observe areas of interest on a continuous basis with high resolution sensors remains a critical and largely unmet need. Geosynchronous
satellites provide fixed, continuous communications relay capabilities to much of the globe, but they operate nearly 25,000 miles from the surface of the earth, therefore limiting bandwidth and
requiring relatively larger, higher power ground stations. Observation satellites typically

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operate
at lower altitudes, but are unable to maintain geosynchronous positions, meaning they are moving with respect to the surface of the earth, resulting in limited coverage over specific areas of
interest, and significant periods of time during which they do not cover those areas. An unmanned aircraft system that is capable of operating for extended periods of time over an area of interest
without coverage gaps while carrying a communications relay or observation payload in an affordable manner could help to address this need.



The age-old pursuit of weapons capable of striking their targets with high precision while minimizing the risk to
surrounding civilians, property and the user has been furthered in recent years by advances in enabling technologies. Weapons such as laser-guided missiles, "smart" bombs
and GPS-guided artillery shells have dramatically improved the accuracy of attacks against hostile targets. Most of these weapons systems typically are operated by elements of the
armed forces that are geographically removed from the target area, requiring advanced planning and coordination to enable their use. When ground forces find themselves engaged in a firefight or near a
target, their ability to deploy and use a precision weapon system quickly and easily can mean the difference between mission success and failure. Embedding a lethal payload into a man-portable
unmanned aircraft system could provide warfighters with a valuable alternative to existing airborne munitions systems.



Electric and hybrid electric vehicles require on-board battery packs to provide the energy that powers their operation.
These battery packs range in size, weight and energy content. As drivers operate electric vehicles, their battery packs discharge energy similar to the way an internal combustion vehicle consumes
gasoline as it is driven. In order to continue operating, the driver of an electric vehicle must either replace the depleted battery pack with a fully charged pack or recharge the pack while it
remains in the vehicle. Because of the differences in battery size and composition, as well as the operational requirements associated with each vehicle, there exist a variety of charging systems
designed to support the operation of these vehicles. These charging systems range from relatively slow charging devices that require many hours to completely recharge a battery pack, to extremely fast
chargers that can do so in a very short amount of time.



In industrial applications, fast charge technology, which charges a battery with a high electrical current while the battery remains in
the vehicle, eliminates the need for frequent battery changing and a dedicated battery room. This approach increases productivity, reduces operating costs and improves facility safety. The earliest
adopters of fast charge technology include the automotive and air transportation industries. Large food and retail industry customers are now also utilizing fast charge technology.

Electric
industrial vehicles are powered by large onboard batteries that can consume up to 17 cubic feet and weigh up to 3,500 pounds. In multi-shift fleet operations, traditional
charging systems require users to exchange vehicle batteries throughout the day because these batteries discharge their energy through vehicle usage and there is insufficient vehicle downtime to
recharge them during a shift. As a result, drivers must leave their work area when the battery reaches a low state of charge and drive to a dedicated battery changing room, which often occupies
valuable floor space and is frequently located far from a driver's work area. The driver or in some cases a dedicated battery attendant must then remove the battery from the vehicle, place it on a
storage rack, connect it to a conventional battery charger, identify a fully-charged battery, move it into the vehicle's battery compartment and reconnect the battery to the motor before the driver
may return to the work area. These battery changes take place every day in thousands of facilities around the world, resulting in reduced material movement and

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increased
operating costs. Furthermore, depending on the type of battery, conventional battery chargers can require up to eight hours to recharge the battery, which then must cool for up to an
additional eight hours before it is ready to be used again. Consequently, depending on vehicle usage and the
number of shifts in an operation, a fleet may require more than one battery per vehicle, which necessitates additional storage space, chargers and maintenance time. Moreover, the high levels of heat
generated by conventional battery chargers during their normal use can cause excessive evaporation of the water contained in the battery and damage to the battery's components. Over time, this
evaporation of fluid and damage to components result in battery degradation and negatively affect the battery's life.



A number of factors contribute to a growing appetite on the part of consumers, governments and automakers for vehicles that do not rely
on fossil fuels. These factors include:



In
response to these factors numerous automotive manufacturers around the world are developing and planning to introduce modern plug-in electric and hybrid vehicles for everyday consumer
and fleet
transportation. Vehicles in this class will incorporate battery electric drive systems either in a dedicated format in which an onboard battery pack supplies electricity to an electric motor, or in an
advanced hybrid format in which an onboard battery pack provides electricity to an electric motor, and a small onboard internal combustion engine recharges the battery as needed. An all-battery
electric vehicle, or BEV, requires that its battery pack be recharged from an external power source or be replaced with a fully charged battery pack. An advanced hybrid vehicle requires that it be
charged from an external power source to minimize gasoline consumption and vehicle carbon emissions.

Most
electric vehicles will likely be recharged using external systems installed at home, work and at public places such as shopping centers, supermarkets and locations similar to
gasoline stations. Battery swapping is not considered to be a practical solution for widespread BEV use given its cost, complexity, physical wear and tear on the battery pack and the requirement for
standardization of battery pack design and vehicle configuration to enable it. With a number of new consumer electric vehicle models scheduled to enter the market beginning in late 2010 there exists a
need for the implementation of charging infrastructure to enable their safe, reliable and practical recharging.

The
rate at which a device can recharge a battery pack depends on the amount of power available, the size of the battery pack, the battery pack's ability to receive a charge, the
existence of an onboard controller and the device's capacity for transferring electricity from the electric grid to the battery pack. Electric vehicle charging systems are segmented into three general
categories: Level 1 systems are power cords that plug into a standard 110 volt AC outlet and provide a very slow recharge that could require up to 24 hours for certain batteries;
Level 2 systems require installation into a 220 volt AC circuit and are capable of fully recharging certain battery packs overnight; and DC systems typically require installation into a 440
volt AC circuit and are capable of fully recharging battery packs designed to accept such a charge in minutes. We believe that broad adoption of electric vehicles will require a mix of these types of
charging systems, distributed so as to make them accessible to drivers when and where they need them.

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Developers and manufacturers of plug-in electric and hybrid vehicles typically conduct a variety of tests on the electric propulsion
and storage systems that form the core of their vehicles. These tests include simulating the consumption, conversion and storage of electricity through a range of operating scenarios, and include long
term testing to simulate the rigors of real-world driving. Developers of battery packs, electric motors and fuel cells also test their devices to validate design hypotheses and identify
potential operating issues. Global interest in alternative energy transportation solutions, including plug-in electric and hybrid vehicles, has increased
and has served as a driver of increased demand for electric vehicle and component test systems. This demand spans commercial, government, military and university research and development labs as well
as commercial manufacturing facilities as more funding and attention are focused on clean transportation.

Our Solutions



Our small UAS, including Raven, Wasp, and Puma, are designed to provide valuable Intelligence, Surveillance and Reconnaissance, or ISR,
including real-time tactical reconnaissance, tracking, combat assessment and geographic data, directly to the small tactical unit or individual warfighter, thereby increasing flexibility
in mission planning and execution. Our small unmanned aircraft wirelessly transmit critical live video and other information generated by their payload of electro-optical or infrared sensors directly
to a hand-held ground control system, enabling the operator to view and capture images, during the day or at night, on a hand-held ground control unit. Our ground control
systems allow the operator to control the aircraft by programming it for GPS-based autonomous navigation using operator-designated way-points and also provide for manual
flight operation. These ground control systems are designed for durability and ease of use in harsh environments and incorporate a user-friendly, intuitive, graphical user interface. All
of our production small unmanned aircraft operate from our common ground control unit.

All
of our small UAS are designed to be man-portable, assembled without tools in less than five minutes and launched and operated by one person, with limited training
required. The efficient and reliable electric motors used in all of our small UAS are powered by replaceable modular battery packs that can be changed in seconds, enabling rapid return to flight. All
of our small UAS can be recovered through an autonomous landing feature that enables a controlled descent to a designated location.

In
military applications, our systems enable tactical leaders to observe the next corner, intersection or ridgeline in real-time. This information facilitates faster, safer
movement through urban and mountainous environments and can enable troops to be proactive based on field intelligence rather than being forced to react to an attack. Moreover, by providing this
information, our small UAS reduce the risk to warfighters and to the surrounding population by providing the ability to tailor the military response to the threat. U.S. military personnel regularly
use our small UAS, such as Raven, for force protection, combat observation and damage assessment missions. These reusable systems are easy to
transport, assemble and operate and are relatively quiet when flying at typical operational altitudes of 200 to 300 feet, the result of our efficient electric propulsion systems. Furthermore, their
small size makes them difficult to see from the ground. In addition, the low cost of our small UAS relative to larger systems and alternatives makes it practical for customers to deploy these assets
directly to warfighters.

Our
small UAS also include spare equipment, alternative payload modules, batteries, chargers, repair services and customer support. We provide training by our highly-skilled instructors,
who typically have extensive military experience, and continuous refurbishment and repair services for our products. By maintaining close contact with our customers and users in the field, we gather
critical feedback on our products and incorporate that information into ongoing product development and

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research
and development efforts. This approach enables us to improve our solutions in response to, and in anticipation of, evolving customer needs.

Each
system in our small UAS portfolio typically includes three aircraft, our common and interoperable hand-held ground control unit and an array of spare parts and
accessories. Our current small UAS portfolio consists of the following aircraft:

Small UAS
Product

Wingspan
(ft.)

Weight
(lbs.)

Recovery

Standard
Sensors

Range
(mi.)(1)

Flight Time
(min.)(1)Raven


4.5


4.2

Vertical autonomous landing capable

Electro-optical or infrared


6.0


90Wasp


2.4


1.0

Horizontal autonomous landing capable

Electro-optical and infrared


3.0


45Puma


9.2


13

Vertical autonomous landing capable (ground or water)

Mechanical pan, tilt, zoom electro-optical and infrared


9.0


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The
ground control system, or GCS, is the primary interface between the operator and the aircraft, and allows the operator to control the direction, speed and altitude of the aircraft as
well as view the visual information generated by the aircraft through real-time, streaming video. Our single GCS interfaces with each of our air vehicles, providing a common user interface
with each of our air vehicles. In addition to the thousands of air vehicles delivered to our customers, thousands of GCS are also in our customers' hands.

During
fiscal 2010 we began production of new Raven systems incorporating our digital data link, DDL, and retrofit kits to convert customers' analog Raven systems to digital
communications format. The result of a successful development program, DDL enhances the capabilities, and ultimately, the utility of our small UAS by enabling more efficient radio spectrum utilization
and communications security. Small UAS incorporating our DDL offer many more channels as compared to our analog link, increasing the number of air vehicles that can be operated in a given area.
Additionally, our DDL enables each air vehicle to operate as an IP, or Internet-Protocol, addressable hub capable of routing and relaying data to and from multiple other nodes on this ad hocnetwork.
This capability will enable beyond line-of-sight operation of our small UAS, further enhancing their value
proposition to our customers.



In support of our small UAS we offer a suite of services that help to ensure the successful operation of our products by our customers.
We provide spare parts as well as repair, refurbishment and replacement services through our services operation. We designed our services operation to minimize supply chain delays and provide our
customers with spare parts, replacement aircraft and support whenever and wherever they need them. We developed an Internet-accessible logistics system to provide our customers with the status of
their returned products and their inventory that we help manage. This secure system also provides recent parts and repairs history and tracks usage data to enable inventory optimization forecasting.
Our Simi Valley, California facility, also serves as the primary depot for repairs and spare parts.

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We
provide complete training services to support all of our small UAS. Our highly-skilled instructors typically have extensive military experience. We deploy training teams throughout
the continental United States and abroad to support our customers' wide variety of training needs on both production and development-stage systems. We also offer turnkey flight operation services to
customers requiring the information generated by our small UAS.

We
provide contract engineering services in support of customer-funded research and development projects. These types of projects typically involve developing new solutions and
improvements to existing solutions that we introduce as retrofits or upgrades

The
U.S. Army projects its total demand for our Raven small UAS at approximately 2,182 new systems, of which we had delivered approximately 70% as of April 30, 2010. For the
fiscal years ended April 30, 2010, 2009 and 2008, our UAS segment products and services accounted for 90%, 85% and 86%, respectively, of our revenue.



Our Efficient Energy Systems business segment produces industrial productivity and clean transportation solutions for commercial and
government customers, develops new potential clean transportation solutions, and performs contract engineering services. These solutions consist of PosiCharge electric vehicle charging systems for
industrial electric material handling fleets, electric vehicle charging systems for passenger and fleet vehicles, and power cycling and test systems for developers and manufacturers of plug-in
electric and advanced hybrid vehicles as well as battery packs, electric motors and fuel cells. For the fiscal years ended April 30, 2010, 2009 and 2008, Efficient Energy Systems sales
accounted for 10%, 15% and 14%, respectively, of our revenue. We believe that the markets for our electric vehicle charging systems and power cycling and test systems continue to develop and that
continued diversification of our customer base will support increased penetration into target markets.



Developed from our work on electric and hybrid electric vehicles and advanced battery systems in the 1990s, PosiCharge electric vehicle
charging systems quickly and safely recharge industrial vehicle batteries while the batteries remain in the vehicle during regularly scheduled breaks and other times when the vehicle is not in use,
thereby maintaining a sufficient level of energy throughout the workday. By eliminating battery changing, PosiCharge systems improve supply chain productivity by returning time to the vehicle operator
to complete more work. Furthermore, because of their advanced efficient energy capabilities, PosiCharge systems can reduce the amount of electricity required to support electric industrial vehicles by
several hundred dollars per year per vehicle as compared to conventional battery chargers. Many customers who implement our fast charge systems in their facilities are able to re-purpose
the battery changing room floor space for more productive activities and create a safer working environment, as drivers or battery attendants no longer need to exchange large, lead-acid
batteries.

The
proprietary battery charging algorithms built into PosiCharge systems, which are tailored to battery type, brand and size, maximize the rate at which energy is sent into the battery
while minimizing heat generation and its damaging effects. We developed these algorithms over years of advanced battery testing and usage. We believe our work to develop these algorithms contributed
to the major battery manufacturers offering battery warranties for fast charge, which provided a critical assurance to customers that fast charge systems would not harm their batteries. In combination
with a weekly equalization charge that balances all the cells within the battery pack, our "intelligent" charging process enhances the performance of batteries and helps them to achieve improved
operation. We believe that competitive fast charge and conventional charge systems, which lack our current and voltage regulating tailored charge algorithms and monitoring capabilities, may actually
contribute to lower battery performance and lifespan, ultimately resulting in higher battery costs and degraded vehicle performance.

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We project that PosiCharge system customers typically begin to realize cost savings when compared to battery changing within the first twelve months of operation.
Operators of large fleets of electric industrial vehicles who use PosiCharge systems in multiple settings, including factories, distribution centers, cold storage facilities and airport tarmacs,
include Ford Motor Company, SYSCO Corporation, Southwest Airlines and IKEA.

Our
PosiCharge systems and support products range from lower-power devices for smaller, less heavily-used vehicles to high-power devices for large,
heavy-duty vehicles, and are capable of charging from one to 16 vehicles concurrently, depending on the needs of the operation. Included in our product line are systems for indoor and
outdoor use, such as for airport ground support equipment. We also supply accessories to help our customers integrate PosiCharge systems into their operations. These accessories include automated
battery watering systems, charge status indicator lights, battery-mounted fans and cable management options.



We supply a line of power cycling and test systems to research and development organizations that focus on developing electric
propulsion systems, electric generation systems and electricity storage systems. Customers employ these electric load and sink systems to test batteries, electric motors and fuel cell systems.

Our
line of DC test systems has the flexibility to perform a variety of supplier load tests. With a full power range (+/-5kW to +/-800kW) of
bi-directional DC equipment, our power cycling and test systems can handle virtually any DC supply or load requirementfrom lead acid to the latest Li-ion batteries
to fuel cells with integrated power electronics. In addition, these systems can emulate any drive train component, enabling the testing of individual components or partial drive trains accurately and
realistically, allowing true hardware-in-the-loop testing. We also offer flexible software control options - via the C language Remote Operation System
or ROS, Windows-based languages such as LabVIEW or CAN.



We actively pursue internally and externally funded projects that help us to strengthen our technological capabilities. We submit bids
to large research customers such as the Defense Advanced Research Projects Agency, the U.S. Air Force, the U.S. Army and the U.S. Special Operations Command for projects that we believe have future
commercial application. Contract engineering services conducted through our Efficient Energy Systems business segment represent a strategic source of innovation for us, and an increasing portion of
our business involves providing advanced battery module and pack testing services to automotive manufacturers in support of their plug-in electric and hybrid vehicle development programs. Providing
these services contributes to the development and enhancement of our technical competencies. In an effort to manage the ability of our key technical personnel to support multiple,
high-value research and development initiatives, we attempt to limit the volume of contract engineering projects that we accept. This process enables us to focus these personnel on
projects we believe offer the greatest current and future value to our business. Consequently, while these projects typically add to our operating margin, we are not seeking to grow this service
offering at this time.

Backlog

We define funded backlog as unfilled firm orders for products and services for which funding currently is appropriated to us under the
contract by the customer. As of April 30, 2010 and April 30, 2009, our funded backlog was approximately $72.3 million and $114.8 million, respectively. We expect that 87%
of our funded backlog will be filled during our fiscal year ending April 30, 2011.

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In
addition to our funded backlog, we had unfunded backlog of $269.4 and $510.6 million as of April 30, 2010 and April 30, 2009, respectively. We define unfunded
backlog as the total remaining potential order amounts under cost reimbursable and fixed price contracts with multiple one-year options, and indefinite delivery indefinite quantity, or
IDIQ contracts. Unfunded backlog does not obligate the U.S. government to purchase goods or services. There can be no assurance that unfunded backlog will result in any orders in any particular
period, if at all. Management believes that unfunded backlog does not provide a reliable measure of future estimated revenue under our contracts.

Because
of possible future changes in delivery schedules and/or cancellations of orders, backlog at any particular date is not necessarily representative of actual sales to be expected
for any succeeding period, and actual sales for the year may not meet or exceed the backlog represented. Our backlog is typically subject to large variations from quarter to quarter as existing
contracts expire, or are renewed, or new contracts are awarded. A majority of our contracts, specifically our IDIQ contracts, do not currently obligate the U.S. government to purchase any goods or
services. Additionally, all U.S. government contracts included in backlog, whether or not funded, may be terminated at the convenience of the U.S. government.

Technology, Research and Development



Our company was founded by the late Dr. Paul B. MacCready, the former Chairman of our board of directors and an internationally
renowned innovator who was instrumental in establishing our entrepreneurial and creative culture. This culture has enabled us to attract and retain highly-motivated, talented employees and has
established our reputation as an innovator.

The
innovations of our company and our founder include, among others: the world's first effective human-powered and manned solar-powered airplanes; the first modern consumer electric car
(the EV1 prototype for General Motors); the world's highest flying airplane in level flight, Helios, a solar-powered UAS that reached over 96,000 feet in 2001; and, more recently, Global Observer, the
world's first liquid hydrogen-powered UAS. The Smithsonian Institution has selected five vehicles developed by us for its permanent collection. Our history of innovation excellence is the result of
our creative and skilled employees whom we encourage to innovate and develop new technologies.

Our
primary areas of technological competence, UAS and efficient electric energy, represent the sum of numerous technical skills and capabilities that help to differentiate our approach
and product offerings. The following table highlights a number of our key technological capabilities:

UAS Technology

Efficient Electric Energy Technology Lightweight, low speed aerostructures and propeller design

 Battery management and testing Miniaturized avionics and micro/nano unmanned aircraft systems

 Power electronics and controls Image stabilization and target tracking

 Efficient drive systems and controls Unmanned autonomous control systems

 Fuel cell system integration and testing Payload integration

 High-density energy packaging Hydrogen propulsion systems and high-pressure-ratio turbochargers

 Electric power generation, storage and management Stratospheric flight operations

 Charging algorithms and thermal management Fluid dynamics

 On/off grid controls Miniature, low power wireless digital communications

 Controls integration System integration and optimization

 System integration and optimization


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A
fundamental part of this process of innovation is a screening process that helps business managers identify commercial opportunities that support current or desired technological
capabilities. Similarly, we manage new product and business concepts through a rigorous commercialization process that governs spending, resources, time and intellectual property considerations. An
important element of our commercialization process is ensuring that our technology and business development activities are strongly linked to customer needs in attractive growth markets. Throughout
the process we revalidate our customer requirement assumptions to ensure that the products and services we ultimately deliver are of high value.

As
a result of our commitment to research and development, we possess an extensive portfolio of intellectual property in the form of patents, trade secrets, copyrights and trademarks
across a broad range of unmanned aircraft system and advanced energy technologies. As of April 30, 2010, we had 64 U.S. patents issued, 61 U.S. patent applications pending, and numerous foreign
patents and applications. In many cases, when appropriate, we opt to protect our intellectual property through trade secrets as opposed to filing for patent protection in order to preserve
confidentiality.

The
U.S. government has licenses to our patented technology that was specifically developed in performance of government contracts, and it may use or authorize others to use the
inventions covered by such patents for government purposes.

While
we consider the development and protection of our intellectual property to be integral to the future success of our business, at this time we do not believe that a loss or
limitation of rights to our intellectual property would have a material adverse effect on our business taken as a whole.



One important aspect of our technology research and development activity is the development and commercialization of innovative
solutions that we believe can become new products and open opportunities for us to enter large new markets or accelerate the growth of our current products. We invest in an active pipeline of these
commercialization projects that range in maturity from technology validation to early market adoption. We cannot predict when, if ever, these projects will be successfully commercialized, or the exact
level of capital expenditures they could require, which could be substantial. In our fiscal year 2010, we transitioned our Digital Data Link, a communications capability for our small UAS, from
development to production. Four development programs are described below.

Global Observer.Global Observer is a high-altitude, long-endurance UAS under development to address the critical need for
affordable, 24-hour, 365-days-a-year persistent communications and ISR. The continuation of years of research with both our own and U.S. government
development funding, the configuration now being developed under a three-year joint capabilities technology demonstration program, or JCTD, with several agencies of the U.S. government is
being designed to operate at up to 65,000 feet for up to a week between landings. We expect the efficiency and endurance (three to four times the longest flight time of existing fixed-wing
aerial options) of this UAS to provide for dramatically lower operating and total life cycle costs for missions where persistent communications or surveillance is critical. The Global Observer
platform is intended to be the low-cost equivalent of a twelve-mile-high, redeployable satellite, providing a footprint of coverage of up to 600 miles in diameter
and capable of providing a broad array of services, including high-speed broadband data, video and voice relay and ISR. We expect these capabilities to provide the foundation for multiple
high-value applications including communications relay and ISR missions for defense and homeland security, storm tracking, telecommunications infrastructure, wildfire detection/tracking
and disaster recovery services.

Switchblade.We are developing a packaged, tube-launched UAS that is designed to deliver different payloads in different sizes
and
configurations based on mission requirements. One example of this offering is a single-use, hand-held, small UAS with the ability to destroy a target with minimal

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collateral
damage through the detonation of an onboard explosive upon impact. This system would be launched by a single individual and operated through the standard ground control unit used to control
our other small unmanned air vehicles. This version of Switchblade is being designed to allow the operator to identify a threat using visual information transmitted from the aircraft to the ground
control unit, lock-on to the target, and neutralize the target by triggering an autonomous terminal guidance phase which results in the aircraft's impact with the target and simultaneous
detonation of the explosive payload. We believe that recent combat experience indicates that such a capability would be of great value and could significantly improve the ability to neutralize hostile
elements, such as snipers, machine gunners and mortar launchers. Development of this system under customer funding has achieved desired milestones including demonstrating dynamic target tracking and
real-time aircraft course correction and high precision, as well as launching from multiple platforms.

Stealthy Perch and Persistent Stare UAS.We are under contract to develop a small UAS capable of performing "hover/perch and
stare" missions. The
Stealthy, Persistent, Perch and Stare, or SP2S, UAS was originally based on our small Wasp UAS, a one-pound, 29-inch
wingspan battery-powered air vehicle that is being procured and deployed by both the U.S. Air Force and the U.S. Marine Corps. The goal of the SP2S program is to develop the technology to enable an
entirely new generation of perch-and-stare micro air vehicles capable of flying to difficult-to-access locations, landing on and securing to a "perch" position, conducting
sustained, perch-and-stare surveillance missions, and then re-launching from its perch and returning to its home base.

Passenger and Fleet Plug-In Electric and Hybrid Vehicle Fast Charging Systems.In response to automakers' plans to introduce
BEVs and broader trends
favoring clean transportation we are developing solutions to support the expected introduction of plug-in electric and hybrid vehicles from nearly every major automaker and many startups
worldwide. We believe that most plug-in electric and many plug-in hybrid vehicle users will charge their vehicles overnight at their homes. For those without a charging location at home or who make
trips beyond the range of their battery pack, public charging infrastructure will be required. Our strategy is to offer a full solution of charging infrastructure, including overnight home chargers,
public chargers, public fast chargers, installation support, systems data collection and communications via multiple wired and wireless data communications options. We intend to offer an integrated
solution designed to enable the broad adoption and the practical use of plug-in electric and hybrid vehicles. Our goal is to enable drivers to use these electric vehicles as practical alternatives to
gas-powered automobiles: from home charging to "pay at the pump" fast charging in as little as ten minutes.

In
January 2010, a major auto manufacturer selected us to support the rollout of a new model plug-in electric vehicle across the U.S. We will provide, install and support a home charging
system that will enable the full recharging of the vehicle's battery pack in several hours. We believe this represents a valuable position from which to expand our charging infrastructure footprint in
the U.S. and globally. We are working in the U.S. and internationally with automakers, utilities, government agencies at all levels and with private industry to explore business models and to promote
our solutions.

Scheduled
for commercial rollout in 2010, our plug-in electric and hybrid vehicle fast charge system is expected to be a powerful tool that can help enable the broader adoption of these
vehicles in two main categories:



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For
the fiscal years ended April 30, 2010, 2009 and 2008, our internal research and development spending amounted to 10%, 9% and 8%, respectively, of our revenue, and
customer-funded research and development spending amounted to an additional 32%, 27% and 13%, respectively, of our revenue.

Sales and Marketing

Our marketing strategy is to increase awareness of our brand among key target market segments and to associate AeroVironment with
innovation, flexibility, agility and the ability to deliver reliable new technology solutions that improve operational effectiveness and efficiency. Our reputation for innovation is a key component of
our brand and has been acknowledged through a variety of awards and recognized in numerous articles in domestic and international publications. We have registered the trademarks for AeroVironment,
PosiCharge, Global Observer, and Raven and have submitted several other applications for trademark registration, including those for the AV logo, EV SolutionsTM, GOTM, and
SwitchbladeTM.



We organize our U.S. small UAS business development team members by customer and product and have team members located where they are
in close proximity to the customers they support. Supporting our business development team members are our program managers, who are organized by product and focus on designing optimal solutions and
contract fulfillment, as well as internalizing feedback from customers and users. By maintaining assigned points of contact with our customers, we believe that we are able to enhance our
relationships, service existing contracts effectively and gain vital feedback to improve our responsiveness and product offerings.



We primarily sell our PosiCharge industrial electric vehicle charging systems through a dedicated, direct sales force whose members are
located in close proximity to the customers they support. The sales team targets large entities with the potential for domestic and international enterprise adoption of our solutions. In addition to
our direct customer sales, we also employ a regional sales team that coordinates distribution of PosiCharge industrial electric vehicle charging systems through battery and lift truck dealers. These
dealers' relationships with, and proximity to, our customers' facilities enable them to sell our solutions and provide post-sale service to our customers. We believe that these dealers are
well suited to address the large number of smaller and geographically dispersed customers with industrial vehicle fleets. When evaluating a facility for its ability to benefit from PosiCharge
industrial electric vehicle charging systems, we perform a detailed analysis of the customer's operations. This analysis allows us to quantify the benefit projected for a PosiCharge system
implementation, helping customers to determine for themselves if the business case is sufficiently compelling.



We sell our power cycling and test systems through a dedicated, direct sales force and through a network of international distributors
and representatives who have access to the research and development and manufacturing organizations that procure and use these types of systems. Given the distances involved, we enable and rely on our
international distributors to provide service in support of our customers.

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As the market for plug-in electric and hybrid vehicles emerges, we are pursuing numerous potential sales channels for our products and
services. We seek to partner with auto manufacturers, utilities, government agencies and private enterprises, both domestically and abroad, to position ourselves for the potential demand for charging
solutions associated with plug-in electric and
hybrid vehicles adoption. We are also developing the capability to sell directly to consumers. We are developing a nationwide network of licensed electrical contractors who we train and certify to
install and service home charging systems. To enable this installation and service network we are developing an ecommerce platform that will integrate customers' orders, inventory management,
dispatching and provisioning, billing and traceability. This platform, along with our nationwide network is designed to support our growth as we pursue numerous electric vehicle charging
opportunities.



We are increasing our sales efforts abroad and have contracted with international sales representatives for our segments in a variety
of foreign markets. Our international sales accounted for approximately 7% of our revenue for the fiscal year ended April 30, 2010.

Manufacturing and Operations

We pursue a common lean and efficient production system strategy across our product lines, focusing on rapid prototyping, supply chain
management, final assembly, and integration quality and final acceptance testing. Using concurrent engineering techniques within an integrated product team structure, we rapidly prototype design
concepts and products and optimize our designs for manufacturing requirements, mission capabilities and customer specifications. Within this framework, we develop our products with feedback and input
from manufacturing, quality, supply chain management, key suppliers, logistics personnel and customers. We rapidly incorporate this input into the design to ensure maximum efficiency and quality in
our products. As a result, we believe that we can significantly reduce the time required to move a product from its design phase to full-rate production deliveries with high reliability,
quality and yields.

We
outsource certain production activities, such as the fabrication of structures and the manufacture of subassemblies and payloads, to qualified suppliers with whom we have
long-term relationships. This outsourcing enables us to focus on final assembly system integration, and test processes for our products, ensuring high levels of quality and reliability. We
believe that our efficient supply chain is a significant strength of our manufacturing strategy. We have forged strong relationships with our key suppliers that we believe will allow us to continue to
grow our manufacturing capabilities and execute our growth plans. We continue to expand upon our suppliers' expertise to improve our existing products and develop new solutions. We rely on both single
and multiple suppliers for certain components and subassemblies. See "Risk FactorsIf critical components of our products that we currently purchase from a small number of suppliers or raw
materials used to manufacture our products become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products, which could damage our business" for more information.
All of our production system operations incorporate internal and external quality programs and processes to increase acceptance rates, reduce lead times and lower cost.



We have successfully developed the manufacturing infrastructure to produce small UAS products at high rates, support initial low rate
production for new small UAS development programs and execute initial low-rate production of our stratospheric persistent UAS, Global Observer. Continued investment in infrastructure has
established our manufacturing capability to meet demand with scalable capacity.

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By
drawing upon experienced personnel across various manufacturing industries (aerospace, automotive, volume commodity) we have progressed in establishing our lean production system and leveraging our
International Organization for Standardization, or ISO, certification, integrated supply chain strategy, document control systems, and process control methodologies for a high volume, efficient
production system. Presently, our small UAS manufacturing is performed at our 85,000 square foot manufacturing facility established in 2005 in Simi Valley, California. This ISO 9001:2000
certified manufacturing facility is designed to accommodate demand of up to 1,000 aircraft per month. ISO 9001:2000 refers to a set of voluntary standards for quality management systems. These
standards are established by the ISO to govern quality management systems used worldwide. Companies that receive ISO certification have passed audits performed by a Registrar Accreditation
Board-certified auditing company. These audits evaluate the effectiveness of companies' quality management systems and their compliance with ISO standards. Some companies and government agencies view
ISO certification as a positive factor in supplier assessments. Also in Simi Valley, California, our 105,000 square foot facility for Global Observer is equipped with specialized testing and
production capabilities to enable low rate production of this unique system.



We perform assembly and testing of our power cycling and test systems at a 20,000 square foot, ISO 9001:2000 certified facility
located in Monrovia, California. We designed this facility for flexibility, using a work cell model for final assembly, and have included fixtures optimized for final testing. We utilize contract
manufacturing for the production of the majority of our PosiCharge industrial electric vehicle charging systems. We are also implementing a contract manufacturing strategy for our emerging passenger
and fleet plug-in electric and hybrid vehicle charging systems opportunity.

Competition

We believe that the principal competitive factors in the markets for our products and services include product performance, features,
acquisition cost, lifetime operating cost, including maintenance and support, ease of use, integration with existing equipment, quality, reliability, customer support, brand and reputation.

The
market for small UAS is evolving rapidly and subject to changing technologies, shifting customer needs and expectations and the potential introduction of new products. We believe
that a number of established domestic and international defense contractors have developed or are developing small UAS that will continue to compete directly with our products. Some of these
contractors have significantly more financial and other resources than we possess. Our current principal small UAS competitors include Elbit Systems Ltd., L-3 Communications
Holdings Inc. and Lockheed Martin Corporation. We do not view large UAS such as Northrop Grumman Corporation's Global Hawk, General Atomics, Inc.'s Predator, The Boeing Company's
ScanEagle and Textron's Shadow as direct competitors to our small UAS because they perform different missions, do not typically deliver their information directly to front-line ground
forces and are not hand launched and controlled, although we cannot be certain that these platforms will not become direct competitors in the future.

The
market for high altitude long endurance UAS is in its early stages of development. As a result, this category is not well defined and is characterized by multiple potential
solutions. Existing contractors that claim to provide long endurance UAS include Northrop Grumman with its Global Hawk. Several large aerospace and defense contractors are pursuing this market
opportunity with proposed very long duration UAS, including The Boeing Company, Qinetiq, Aurora Flight Sciences and Lockheed Martin and Northrop Grumman. Companies pursuing airships as a solution for
this market include Lockheed Martin. Companies pursuing satellites as a solution for this market include The Boeing Company, Lockheed Martin, General Dynamics, EADS, Ball Aerospace and Orbital
Sciences.

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An
established market for man-portable, high-precision loitering miniature airborne munitions systems does not currently exist. The successful introduction of our
Switchblade system could establish this market, and if so, would likely attract potential competitors that could range from large aerospace and defense prime contractors to smaller, more innovative
technology developers.

The
primary direct competitors to PosiCharge systems are other fast charge suppliers, including Aker Wade Power Technologies LLC, PowerDesigners, LLC and ECOtality. Some of
the major industrial battery suppliers have aligned themselves with fast charge suppliers, creating a potentially more significant source of competition. In addition, our PosiCharge industrial
electric vehicle charging systems compete against the traditional method of battery changing. Competitors in this area include suppliers of battery changing equipment and infrastructure, designers of
battery changing rooms, battery manufacturers and dealers who may experience reduced sales volume because PosiCharge systems reduces or eliminate the need for extra batteries.

Competitors
in the emerging market for passenger and fleet plug-in electric and hybrid vehicle charging systems include charging system suppliers such as Coulomb Technologies, ECOtality
and ClipperCreek. Potential competitors include large industrial electrical device suppliers such as Eaton Corporation, General Electric Company and Siemens AG.

Direct
competitors for our power cycling and test systems include Bitrode Corporation and Digatron Firing Circuits.

Regulation

Due to the fact that we contract with the DoD and other agencies of the U.S. government, we are subject to extensive federal
regulations, including the Federal Acquisition Regulations, Defense Federal Acquisitions Regulations, Truth in Negotiations Act, Foreign Corrupt Practices Act, False Claims Act and the regulations
promulgated under the DoD Industrial Security Manual, which establishes the security guidelines for classified programs and facilities as well as individual security clearances. The federal government
audits and reviews our performance on contracts, pricing practices, cost structure, and compliance with applicable laws, regulations, and standards. Like most government contractors, our contracts are
audited and reviewed on a continual basis by federal agencies, including the Defense Contract Management Agency, or DCMA and the Defense Contract Audit Agency, or DCAA.

Certain
of these regulations carry substantial penalty provisions, including suspension or debarment from government contracting or subcontracting for a period of time if we are found to
be in violation. We carefully monitor all of our contracts and contractual efforts to minimize the possibility of any violation of these regulations.

In
addition, we are subject to industry-specific regulations due to the nature of the products and services we provide.

For
example, we are subject to further U.S. government regulation, including by the Federal Aviation Administration, or FAA, which regulates airspace for all air vehicles, by the
National Telecommunications and Information Administration and Federal Communications Commission, which regulate the wireless communications upon which our small UAS depend, and under the
International Traffic in Arms Regulations, which regulate the export of controlled technical data, defense articles and defense services. In 2006, the FAA issued a clarification of its existing
policies stating that, in order to engage in public use of small UAS in the U.S. National Airspace System, a public (government) operator must obtain a Certificate of Authorization, or COA, from the
FAA or fly in restricted airspace. The FAA's COA approval process requires that the public operator certify the airworthiness of the aircraft for its intended purpose, that a collision with another
aircraft or other airspace user is extremely improbable, that the small UAS complies with appropriate cloud and terrain clearances and that the operator or spotter of the small UAS is generally within
one half-mile laterally and 400 feet

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vertically
of the small UAS while in operation. Furthermore, the FAA's clarification of existing policy states that the rules for radio-controlled hobby aircraft do not apply to public or commercial
use of small UAS. The FAA is in the process of drafting updated regulations specifically for small UAS operations. We have engaged in discussions with the FAA to help ensure that these new regulations
allow for the maximum safe utilization of our small UAS.

Furthermore,
our non-U.S. operations are subject to the laws and regulations of foreign jurisdictions, which may include regulations that are more stringent than those
imposed by the U.S. government on our U.S. operations.

Government Contracting Process

We sell the significant majority of our small UAS products and services as the prime contractor under contracts with the U.S.
government. Certain important aspects of our government contracts are described below.



We are awarded government contracts either on a sole-source basis or through a competitive bidding process. Most of our
current government contracts were awarded through a competitive bidding process. The U.S. government awards competitive-bid contracts based on proposal evaluation criteria established by
the
procuring agency. Competitive-bid contracts are awarded after a formal bid and proposal competition among providers. Interested contractors prepare a bid and proposal in response to the
agency's request for proposal or request for information. A bid and proposal is usually prepared in a short time period in response to a deadline and requires the extensive involvement of numerous
technical and administrative personnel. Following award, competitive-bid contracts may be challenged by unsuccessful bidders.



The funding of U.S. government programs is subject to congressional appropriations. Although multi-year contracts may be
authorized in connection with major procurements, Congress generally appropriates funds on a fiscal year basis, even though a program may continue for many years. Consequently, programs are often only
partially funded initially, and additional funds are committed only as Congress makes further appropriations.

The
contracts for our full-rate production UAS are funded either through operational needs statements or as programs of record. Operational needs statements represent
allocations of discretionary spending or reallocations of funding from other government programs. Funding for our production of initial Raven deliveries was provided through operational needs
statements. We define a program of record as a program which, after undergoing extensive DoD review and product testing, is included in the five-year government budget cycle, meaning that
funding will be allocated for purchases under these contracts during the five-year cycle, absent affirmative action by the customer or Congress to change the budgeted amount. Funding for
these programs is subject to annual approval. We are currently the sole provider and prime contractor under all of the programs of record established by the DoD for small UAS.

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All contracts with the U.S. government contain provisions, and are subject to laws and regulations, that give the government rights and
remedies not typically found in commercial contracts, including rights that allow the government to:



Generally,
government contracts are subject to oversight audits by government representatives. Provisions in these contracts permit termination, in whole or in part, without prior
notice, at the government's convenience or upon contractor default under the contract. Compensation in the event of a termination, if any, is limited to work completed at the time of termination. In
the event of termination for convenience, the contractor may receive a certain allowance for profit on the work performed.



We have three types of government contracts, each of which involves a different payment methodology and level of risk related to the
cost of performance. These basic types of contracts are typically referred to as fixed-price contracts, cost reimbursable contracts (including cost-plus-fixed fee,
cost-plus-award fee, and cost-plus-incentive fee) and time-and-materials contracts.

In
some cases, depending on the urgency of the project and the complexity of the contract negotiation, we will enter into a Letter Contract prior to finalizing the terms of a definitive
fixed-price, cost reimbursable or time-and-materials definitive contract. A Letter Contract is a written preliminary contractual instrument that provides limited initial
funding and authorizes us to begin immediately manufacturing supplies or performing services while negotiating the definitive terms of the procurement.

Fixed-Price.These contracts are not subject to adjustment by reason of costs incurred in the performance of the contract. With
this type of
contract, we assume the risk that we will not be able to perform at a cost below the fixed- price, except for costs incurred because of contract changes ordered by the customer. Upon the U.S.
government's termination of a fixed-price contract, generally we would be entitled to payment for items delivered to and accepted by the U.S. government and, if the termination is at the U.S.
government's convenience, for payment of fair compensation for work performed plus the costs of settling and paying claims by any terminated subcontractors, other settlement expenses and a reasonable
allowance for profit on the costs incurred.

Cost Reimbursable.Cost reimbursable contracts include cost-plus-fixed fee contracts, cost-plus-award
fee contracts and cost-plus-incentive fee contracts. Under each type of contract, we

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assume
the risk that we may not be able to recover costs if they are not allowable under the contract terms or applicable regulations, or if the costs exceed the contract funding.



We
typically experience lower profit margins and lower risk under cost reimbursable contracts than under fixed-price contracts. Upon the termination of a cost reimbursable contract,
generally we would be entitled to reimbursement of our allowable costs and, if the termination is at the U.S. government's convenience, a total fee proportionate to the percentage of work completed
under the contract.

Time-and-Materials.Under a time-and-materials contract, our compensation is based on a fixed hourly
rate established for specified labor or skill categories. We are paid at the established hourly rates for the hours we expend performing the work specified in the contract. Labor costs, overhead,
general and administrative costs and profit are included in the fixed hourly rate. Materials, subcontractors, travel and other direct costs are reimbursed at actual costs plus an amount for material
handling. We make critical pricing assumptions and decisions when developing and proposing time-and-materials labor rates. We risk reduced profitability if our actual costs
exceed the costs incorporated into the fixed hourly labor rate. One variation of a standard time-and-materials contract is a time-and-materials, award
fee contract. Under this type of contract, a positive or negative incentive can be earned based on achievement against specific performance metrics.



The U.S. government frequently uses indefinite delivery, indefinite quantity contracts, known as IDIQ contracts, and
IDIQ-type contract forms such as cost reimbursable and fixed price contracts with multiple one-year options, to obtain fixed-price, cost reimbursable and
time-and-materials contractual commitments to provide products or services over a period of time pursuant to established general terms and conditions. At the time of the award
of an IDIQ contract or IDIQ-type contract, the U.S. Government generally commits to purchase only a minimal amount of products or services from the contractor to whom such contract is
awarded.

After
award of an IDIQ contract, the U.S. Government may issue task orders for specific services or products it needs. The competitive process to obtain task orders under an award
contract is limited to the pre-selected contractors. If such contract has a single prime contractor, then the award of task orders is limited to that contractor. If the contract has
multiple prime contractors, then the award of the task order is competitively determined among only those prime contractors.

IDIQ
and IDIQ-type contracts typically have multi-year terms and unfunded ceiling amounts which enable, but do not commit, the U.S. government to purchase
substantial amounts of products and services from one or more contractors.

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Contract Mix

The table below shows our revenue for the periods indicated by contract type, including both government and commercial sales:

Fiscal Year Ended
April 30,2010

2009

2008Fixed-price contracts


59
%

59
%

59
%Cost reimbursable contracts


40
%

40
%

40
%Time-and-materials contracts


1
%

1
%

1
%


Employees

As of April 30, 2010, we had 732 full-time employees, of whom 299 were in research and development and engineering,
64 were in sales and marketing, 238 were in operations and 131 were general and administrative personnel. We believe that we have a good relationship with our employees.

Other Information

AeroVironment, Inc. was originally incorporated in the State of California in July 1971 and reincorporated in Delaware in 2006.
In January 2007, we completed an initial public
offering which resulted in the issuance of 5,252,285 shares of our common stock at a price of $17.00 per share, resulting in net proceeds to us of approximately $80.5 million, after deducting
payment of underwriters' discounts and commissions and offering expenses.

Our
principal executive offices are located at 181 W. Huntington Dr., Suite 202, Monrovia, California 91016. Our telephone number is (626) 357-9983. Our website
home page on the Internet ishttp://www.avinc.com. We make our website content available for information purposes only. It should not be relied upon for
investment purposes, nor is it incorporated by reference into this Form 10-K.

We
make our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statement for our
annual stockholders' meeting, as well as any amendments to those reports, available free of charge through our website as soon as reasonably practical after we electronically file that material with,
or furnish it to, the SEC. You can learn more about us by reviewing our SEC filings. Our SEC reports can be accessed through the investor relations page of our web site at http://investor.avinc.com.
These reports may also be obtained at the SEC's public reference room at 100 F. Street, N.E., Washington, DC 20549.
The SEC also maintains a web site at www.sec.gov that contains reports, proxy statements and other information regarding the Company.

Item 1A.    Risk Factors.

We rely heavily on sales to the U.S. government, particularly to agencies of the Department of Defense.

Historically, a significant portion of our total sales and substantially all of our small UAS sales have been to the U.S. government
and its agencies. Sales to the U.S. government, either as a prime contractor or subcontractor, represented approximately 86% of our revenue for the fiscal year ended April 30, 2010. The DoD,
our principal U.S. government customer, accounted for approximately 80% of our revenue for the fiscal year ended April 30, 2010. We believe that the success and growth of our business for the
foreseeable future will continue to depend on our ability to win government contracts, in particular from the DoD. Many of our government customers are subject to budgetary constraints and our
continued performance under these contracts, or award of additional contracts from these agencies, could be jeopardized by spending reductions or budget cutbacks at these agencies. The funding of U.S.
government programs is uncertain and dependent on continued congressional appropriations and administrative allotment of funds based on an annual budgeting process. We cannot

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assure
you that current levels of congressional funding for our products and services will continue. Furthermore, all of our contracts with the U.S. government are terminable by the U.S. government at
will. A significant decline in government expenditures generally, or with respect to programs for which we provide products, could adversely affect our business and prospects. Our operating results
may also be negatively impacted by other developments that affect these government programs generally, including the following:



These
developments and other factors could cause governmental agencies to reduce their purchases under existing contracts, to exercise their rights to terminate contracts
at-will or to abstain from renewing contracts, any of which would cause our revenue to decline and could otherwise harm our business, financial condition and results of operations.

Military transformation and operational levels in Afghanistan and Iraq may affect future procurement priorities and existing programs, which could limit demand for our UAS.

Following the end of the Cold War, the U.S. military began a transformation of its operational concepts, organizational structure and
technologies in an effort to improve warfighting capabilities. The resulting shift in procurement priorities toward achieving these capabilities, together with the current high level of operational
activity in Afghanistan and Iraq, have led to an increase in demand for our small UAS. We cannot predict whether current or future changes in priorities due to defense transformation or continuation
of the current nature and magnitude of operations in Afghanistan and Iraq will afford new opportunities for our small UAS business in terms of existing, additional or replacement programs.
Furthermore, we cannot predict whether or to what extent this defense transformation or current operational levels in Afghanistan or Iraq will continue. If defense transformation or operations in
Afghanistan and Iraq cease or slow down, then our business, financial condition and results of operations could be impacted.

We operate in evolving markets, which makes it difficult to evaluate our business and future prospects.

UAS, electric vehicle charging systems and other energy technologies that we offer are sold in new and rapidly evolving markets.
Accordingly, our business and future prospects are difficult to evaluate. We cannot accurately predict the extent to which demand for our products will increase, if at all. The challenges, risks and
uncertainties frequently encountered by companies in rapidly evolving markets could impact our ability to do the following:



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If
we fail to address these and other challenges, risks and uncertainties successfully, our business, results of operations and financial condition would be materially harmed.

We face competition from other firms, many of which have substantially greater resources.

The defense industry is highly competitive and generally characterized by intense competition to win contracts. Our current principal
small UAS competitors include Elbit Systems Ltd., L-3 Communications Holdings Inc. and Lockheed Martin Corporation. We do not view large UAS such as Northrop Grumman
Corporation'sGlobal Hawk,General Atomics, Inc.'sPredator,The Boeing Company's ScanEagleand
Textron Inc.'sShadowas direct competitors because they perform different
missions, do not typically deliver their information directly to front-line ground forces, and are not hand launched and controlled, although we cannot be certain that these platforms will
not become direct competitors in the future. Some of these firms have substantially greater financial, management, research and marketing resources than we have.

The
primary direct competitors to our PosiCharge business are other fast charge suppliers, including Aker Wade Power Technologies LLC, PowerDesigners, LLC and ECOtality, as
well as industrial battery manufacturers who distribute fast charge systems from these suppliers. The primary direct competitors to our electric vehicle test system business are other test system
suppliers, including Bitrode Corporation and Digatron Firing Circuits. Our primary competitors in the emerging market for passenger and fleet electric vehicle charging systems include charging system
suppliers such as Coulomb Technologies, ECOtality and ClipperCreek.

Our
competitors may be able to provide customers with different or greater capabilities or benefits than we can provide in areas such as technical qualifications, past contract
performance, geographic presence, price and the availability of key professional personnel, including those with security clearances. Furthermore, many of our competitors may be able to utilize their
substantially greater resources and economies of scale to develop competing products and technologies, divert sales away from us by winning broader contracts or hire away our employees by offering
more lucrative compensation packages. In the event that the market for small UAS or electric vehicle charging systems expands, we expect that competition will intensify as additional competitors enter
the market and current competitors expand their product lines. In order to secure contracts successfully when competing with larger, well-financed companies, we may be forced to agree to
contractual terms that provide for lower aggregate payments to us over the life of the contract, which could adversely affect our margins. In addition, larger diversified competitors serving as prime
contractors may be able to supply underlying products and services from affiliated entities, which would prevent us from competing for subcontracting opportunities on these contracts. Our failure to
compete effectively with respect to any of these or other factors could have a material adverse effect on our business, prospects, financial condition or operating results.

If the UAS and electric vehicle charging and testing systems markets do not experience significant growth, if we cannot expand our customer base or if our products do not
achieve broad acceptance, then we will not be able to achieve our anticipated level of growth.

For the fiscal year ended April 30, 2010, UAS, and Efficient Energy Systems, accounted for 90% and 10% of our total revenue,
respectively. We cannot accurately predict the future growth rates or sizes of these markets. Demand for our products may not increase, or may decrease, either generally or

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in
specific markets, for particular types of products or during particular time periods. We believe the market for electric vehicle charging and test systems is young and has not yet matured or
diversified. Moreover, there are only a limited number of major programs under which the U.S. military, our primary customer, is currently funding the development or purchase of UAS. Although we are
seeking to expand our customer base to include foreign governments, domestic non-military agencies and commercial customers, we cannot assure you that our efforts will be successful. The
expansion of the UAS and electric vehicle charging and test systems markets in general, and the market for our products in particular, depends on a number of factors, including the
following:



Even
if UAS and electrical vehicle charging and test systems gain wide market acceptance, our products may not adequately address market requirements and may not continue to gain market
acceptance. If these types of systems generally, or our products specifically, do not gain wide market acceptance, then we may not be able to achieve our anticipated level of growth and our revenue
and results of operations would suffer.

If critical components of our products that we currently purchase from a small number of suppliers or raw materials used to manufacture our products become scarce or
unavailable, then we may incur delays in manufacturing and delivery of our products, which could damage our business.

We obtain hardware components and various subsystems from a limited group of suppliers. We do not have long-term agreements
with any of these suppliers that obligate them to continue to sell components or products to us. Our reliance on these suppliers involves significant risks and uncertainties, including whether our
suppliers will provide an adequate supply of required components of sufficient quality, will increase prices for the components and will perform their obligations on a timely basis.

In
addition, certain raw materials and components used in the manufacture of our products are periodically subject to supply shortages, and our business is subject to the risk of price
increases and periodic delays in delivery. Similarly, the market for electronic components is subject to cyclical reductions in supply. If we are unable to obtain components from third- party
suppliers in the quantities and of the quality that we require, on a timely basis and at acceptable prices, then we may not be able to deliver our products on a timely or cost-effective
basis to our customers, which could cause customers to terminate their contracts with us, increase our costs and seriously harm our business, results of operations and financial condition. Moreover,
if any of our suppliers become financially unstable, then we may have to find new suppliers. It may take several months to locate alternative suppliers, if required, or to redesign our products to
accommodate components from different suppliers. We may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other
costs to establish alternative sources of supply if we lose any of these sources or are required to redesign our products. We cannot

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predict
if we will be able to obtain replacement components within the time frames that we require at an affordable cost, if at all.

Any efforts to expand our product offerings beyond our current markets may not succeed, which could negatively impact our operating results.

We have focused on selling our small UAS to the U.S. military and our industrial electric vehicle fast charging and test systems to
large industrial electric vehicle fleet operators primarily in North America and our power cycling and test systems primarily to R&D facilities in North America. We plan, however, to seek to expand
our UAS sales into other government and commercial markets and our industrial electric vehicle charging and test systems sales into international markets. Efforts to expand our product offerings
beyond the markets that we currently serve may divert management resources from existing operations and require us to commit significant financial resources to unproven businesses that may not
generate additional sales, either of which could significantly impair our operating results.

Our failure to obtain necessary regulatory approvals from the FAA or other appropriate governmental agency may prevent us from expanding the sales of our small UAS to
non-military customers in the United States and require us to incur additional costs in the testing of our products.

In 2006, the FAA issued a clarification of its existing policies stating that, in order to engage in public use of small UAS in the
U.S. National Airspace System, a public (government) operator must obtain a Certificate of Authorization, or COA, from the FAA or fly in restricted airspace. The FAA's COA approval process requires
that the public operator certify the
airworthiness of the aircraft for its intended purpose, that a collision with another aircraft or other airspace user is extremely improbable, that the small UAS complies with appropriate cloud and
terrain clearances and that the operator or spotter of the small UAS is generally within one half-mile laterally and 400 feet vertically of the small UAS while in operation. Furthermore,
the FAA's clarification of existing policy states that the rules for radio-controlled hobby aircraft do not apply to public or commercial use of small UAS. The FAA is in the process of drafting
updated regulations specifically for small UAS operations, but we cannot assure you that these regulations will allow the use of our small UAS by potential non-military government and
commercial customers. If the FAA does not modify its regulations, we may not be able to expand our sales of UAS beyond our military customers, which could harm our business prospects. In addition, if
our DoD customers are unable to obtain COAs, we may not be able to perform our flight tests without incurring the additional costs of transporting our small UAS products to military installations,
when restricted airspace is available for testing, which could impair our operating results.

The markets in which we compete are characterized by rapid technological change, which requires us to develop new products and product enhancements, and could render our
existing products obsolete.

Continuing technological changes in the market for our products could make our products less competitive or obsolete, either generally
or for particular applications. Our future success will depend upon our ability to develop and introduce a variety of new capabilities and enhancements to our existing product offerings, as well as
introduce a variety of new product offerings, to address the changing needs of the markets in which we offer our products. Delays in introducing new products and enhancements, the failure to choose
correctly among technical alternatives or the failure to offer innovative products or enhancements at competitive prices may cause existing and potential customers to purchase our competitors'
products.

If
we are unable to devote adequate resources to develop new products or cannot otherwise successfully develop new products or enhancements that meet customer requirements on a timely
basis, our products could lose market share, our revenue and profits could decline, and we could experience operating losses.

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We expect to incur substantial research and development costs and devote significant resources to identifying and commercializing new products, which could significantly
reduce our profitability and may never result in revenue to us.

Our future growth depends on penetrating new markets, adapting existing products to new applications, and introducing new products that
achieve market acceptance. We plan to incur substantial research and development costs as part of our efforts to design, develop and commercialize new products and enhance existing products. We spent
$24.5 million, or 10% of our revenue, in our fiscal year ended April 30, 2010 on research and development activities and expect to continue to spend significant funds on research and
development in the future. Because we account for research and development as an operating expense, these expenditures will adversely affect our earnings in the future. Further, our research and
development program may not produce successful results, and our new products may not achieve market acceptance, create additional revenue or become profitable, which could materially harm our
business, prospects, financial results and liquidity.

If we are unable to manage our growth, our business could be adversely affected.

Our headcount and operations have grown rapidly. This rapid growth has placed, and will continue to place, a significant strain on our
management and our administrative, operational and financial infrastructure. We anticipate further growth of headcount and facilities will be required to address increases in our product offerings and
the geographic scope of our customer base. Our success will depend in part upon the ability of our senior management to manage this growth effectively. To do so, we must continue to hire, train,
manage and integrate a significant number of qualified managers and engineers. If our new employees perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new
employees, or retaining these or our existing employees, then our business may suffer.

For
us to continue our growth, we must continue to improve our operational, financial and management information systems. If we are unable to manage our growth while maintaining our
quality of service, or if new systems that we implement to assist in managing our growth do not produce the expected benefits, then our business, prospects, financial condition or operating results
could be adversely affected.

Our earnings and profit margins may decrease based on the mix of our contracts and programs and other factors related to our contracts.

In general, we perform our production work under fixed-price contracts and our repair and customer-funded research and development work
under
cost-plus-fee contracts. Under fixed-price contracts, we perform services under a contract at a stipulated price. Under cost-plus-fee contracts, which
are subject to a contract ceiling amount, we are reimbursed for allowable costs and paid a fee, which may be fixed or performance based. We typically experience lower profit margins under
cost-plus-fee contracts than under fixed-price contracts, though fixed-price contracts have higher risks. In general, if the volume of services we perform under
cost-plus-fee contracts increases relative to the volume of services we perform under fixed- price contracts, we expect that our operating margin will suffer. In addition, our
earnings and margins may decrease depending on the costs we incur in contract performance, our achievement of other contract performance objectives and the stage of our performance at which our right
to receive fees, particularly under incentive and award fee contracts, is finally determined.

Our senior management and key employees are important to our customer relationships and overall business.

We believe that our success depends in part on the continued contributions of our senior management and key employees. We rely on our
executive officers, senior management and key

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employees
to generate business and execute programs successfully. In addition, the relationships and reputation that members of our management team and key employees have established and maintain with
government defense personnel contribute to our ability to maintain good customer relations and to identify new business opportunities. We do not have employment agreements with any of our executive
officers or key employees, and these individuals could terminate their employment with us at any time. The loss of any of our executive officers, members of our senior management team or key employees
could significantly delay or prevent the achievement of our business objectives and could materially harm our business and customer relationships and impair our ability to identify and secure new
contracts and otherwise manage our business.

We must recruit and retain highly-skilled employees to succeed in our competitive business.

We depend on our ability to recruit and retain employees who have advanced engineering and technical services skills and who work well
with our customers. These employees are in great demand and are likely to remain a limited resource in the foreseeable future. If we are unable to recruit and retain a sufficient number of these
employees, then our ability to maintain our competitiveness and grow our business could be negatively affected. In addition, because of the highly technical nature of our products, the loss of any
significant number of our existing engineering personnel could have a material adverse effect on our business and operating results. Moreover, some of our U.S. government contracts contain provisions
requiring us to staff a program with certain
personnel the customer considers key to our successful performance under the contract. In the event we are unable to provide these key personnel or acceptable substitutes, the customer may terminate
the contract.

Our business may be dependent upon our employees obtaining and maintaining required security clearances.

Certain of our U.S. government contracts require our employees to maintain various levels of security clearances, and we are required
to maintain certain facility security clearances complying with DoD requirements. The DoD has strict security clearance requirements for personnel who work on classified programs. Obtaining and
maintaining security clearances for employees involves a lengthy process, and it is difficult to identify, recruit and retain employees who already hold security clearances. If our employees are
unable to obtain security clearances in a timely manner, or at all, or if our employees who hold security clearances are unable to maintain the clearances or terminate employment with us, then a
customer requiring classified work could terminate the contract or decide not to renew it upon its expiration. In addition, we expect that many of the contracts on which we will bid will require us to
demonstrate our ability to obtain facility security clearances and employ personnel with specified types of security clearances. To the extent we are not able to obtain facility security clearances or
engage employees with the required security clearances for a particular contract, we may not be able to bid on or win new contracts, or effectively rebid on expiring contracts.

Cost overruns on our contracts could subject us to losses, decrease our operating margins and adversely affect our future business.

Fixed-price contracts represented approximately 59% of our revenue for the fiscal year ended April 30, 2010. If we fail to
anticipate technical problems, estimate costs accurately or control costs during our performance of fixed-price contracts, then we may incur losses on these contracts because we absorb any costs in
excess of the fixed price. Under cost-plus-fee contracts, if costs exceed the contract ceiling or are not allowable under the provisions of the contract or applicable
regulations, then we may not be able to obtain reimbursement for all such costs. Under time and materials contracts, we are paid for labor at negotiated hourly billing rates and for certain expenses.
Under each type of contract, if we are unable to control the costs we incur in performing under the contract, then our financial condition and results of operations could be materially adversely
affected. Cost overruns also may adversely affect our ability to sustain existing programs and obtain future contract awards.

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Our products are complex and could have unknown defects or errors, which may give rise to claims against us, diminish our brand or divert our resources from other purposes.

Our UAS rely on complex avionics, sensors, user-friendly interfaces and tightly-integrated, electromechanical designs to
accomplish their missions, and our industrial electric vehicle charging and test systems often rely upon the application of intellectual property for which there may have been little or no prior
commercial application. Despite testing, our products have contained defects and errors and may in the future contain defects, errors or performance problems when first introduced, when new versions
or enhancements are released, or even after these products have been used by our customers for a period of time. These problems could result in expensive and time-consuming design
modifications or warranty charges, delays in the introduction of new products or enhancements, significant increases in our service and maintenance costs, exposure to liability for damages, damaged
customer relationships and harm to our reputation, any of which could materially harm our results of operations and ability to achieve market acceptance. In addition, increased development and
warranty costs could be substantial and could reduce our operating margins.

The
existence of any defects, errors, or failures in our products or the misuse of our products could also lead to product liability claims or lawsuits against us. A defect, error or
failure in one of our UAS could result in injury, death or property damage and significantly damage our reputation and support for UAS in general. While our PosiCharge industrial electric charging
systems include certain safety mechanisms, these systems can deliver up to 600 amps of current in their application, and the failure, malfunction or misuse of these systems could result in injury or
death. Similarly, the charging systems which we are currently developing for passenger and fleet plug-in electric and hybrid vehicle charging also have the potential to cause injury, death or property
damage in the event that they are misused, malfunction or fail to operate properly due to unknown defects or errors. Although we maintain insurance policies, we cannot assure you that this insurance
will be adequate to protect us from all material judgments and expenses related to potential future claims or that these levels of insurance will be available in the future at economical prices or at
all. A successful product liability claim could result in substantial cost to us. Even if we are fully insured as it relates to a claim, the claim could nevertheless diminish our brand and divert
management's attention and resources, which could have a negative impact on our business, financial condition and results of operations.

The operation of UAS in urban environments may be subject to risks, such as accidental collisions and transmission interference, which may limit demand for our UAS in such
environments and harm our business and operating results.

Urban environments may present certain challenges to the operators of UAS. UAS may accidentally collide with other aircraft, persons or
property, which could result in injury, death or property damage and significantly damage the reputation of and support for UAS in general. While we are aware of only one instance of an accidental
collision involving an UAS to date, as the usage of UAS has increased, particularly by military customers in urban areas of Afghanistan and Iraq, the danger of such collisions has increased.
Furthermore, , the incorporation of our DDL technology into our UAS has increased the number of vehicles which can operate simultaneously in a
given area and with this increase has come an increase in the risk of accidental collision.. In addition, obstructions to effective transmissions in urban environments, such as large buildings, may
limit the ability of the operator to utilize the aircraft for its intended purpose. The risks or limitations of operating UAS in urban environments may limit their value in such environments, which
may limit demand for our UAS and consequently materially harm our business and operating results.

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Our quarterly operating results may vary widely.

Our quarterly revenue, cash flow and operating results have and may continue to fluctuate significantly in the future due to a number
of factors, including the following:



Changes
in the volume of products and services provided under existing contracts and the number of contracts commenced, completed or terminated during any quarter may cause significant
variations in our cash flow from operations because a relatively large amount of our expenses are fixed. We incur significant operating expenses during the start-up and early stages of
large contracts and typically do not receive corresponding payments in that same quarter. We may also incur significant or unanticipated expenses when contracts expire or are terminated or are not
renewed. In addition, payments due to us from government agencies may be delayed due to billing cycles or as a result of failures of governmental budgets to gain congressional and presidential
administration approval in a timely manner.

Shortfalls in available external research and development funding could adversely affect us.

We depend on our research and development activities to develop the core technologies used in our small UAS and Efficient Energy
Systems products and for the development of our future products. A portion of our research and development activities depends on funding by commercial companies and the U.S. government. U.S.
government and commercial spending levels can be impacted by a number of variables, including general economic conditions, specific companies' financial performance and competition for U.S. government
funding with other U.S. government-sponsored programs in the budget formulation and appropriation processes. Moreover, the U.S., state and local governments provide energy rebates and incentives to
commercial companies, which directly impact the amount of research and development that companies appropriate for energy systems. To the extent that these energy rebates and incentives are reduced or
eliminated, company funding for research and development could be reduced. Any reductions in available research and development funding could harm our business, financial condition and operating
results.

Volatility and cyclicality in the market for electric industrial vehicles could adversely affect us.

Our PosiCharge industrial electric vehicle charging system products are purchased primarily by operators of fleets of electric
industrial vehicles, such as forklift trucks and airport ground support equipment. Consequently, our ability to remain profitable depends in part on the varying conditions in the market for electric
industrial vehicles. This market is subject to volatility as it moves in response to

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cycles
in the overall business environment and it is also particularly sensitive to the industrial, food and beverage, retail and air travel sectors, which generate a significant portion of the demand
for such vehicles. Sales of electric industrial vehicles have historically been cyclical, with demand affected by such economic factors as industrial production, construction levels, demand for
consumer and durable goods, interest rates and fuel costs. A significant decline in demand for electric industrial vehicles could adversely affect our revenue and prospects, which would harm our
business, financial condition and operating results.

Our success in the emerging market for passenger and fleet plug-in electric and hybrid vehicle charging systems will depend on numerous factors which are out of our control.

The passenger and fleet plug-in electric and hybrid vehicle charging systems market is expected to grow rapidly, along with innovations
in fast charging technologies. As a result, we expect to face increasing competition from various charging system suppliers and large industrial electrical device suppliers such as Eaton Corporation,
General Electric Company and Siemens AG. While we believe that we currently have superior charging technology and service infrastructure, we cannot assure you that competitors will not develop and
bring to market substantially equivalent or superior technology. In addition, because the passenger electric and fleet charging systems market is relatively new, there is no guarantee that there will
be strong consumer demand for charging systems. Demand for such systems could also be directly impacted by fuel costs; if fuel costs were to significantly decrease, the demand for electric vehicles
and charging systems could decline. If there is little consumer demand for our passenger electric and fleet charging systems, our revenue and prospects could be adversely affected, which would harm
our business, financial and operating results.

Our industrial electric vehicle charging systems business is dependent upon our relationships with third parties with whom we do not have exclusive arrangements.

To remain competitive in the market for industrial electric vehicle charging systems, we must maintain our access to potential
customers and ensure that the service needs of our customers are met adequately. In many cases, we rely on battery and industrial vehicle dealers for access to potential industrial electric vehicle
charging system customers. Currently, several of our industrial electric vehicle charging system competitors are working with battery manufacturers to sell fast charge systems and batteries together.
Cooperative agreements between our competitors and battery manufacturers could restrict our access to battery dealers and potential industrial electric vehicle charging systems customers, adversely
affecting our revenue and prospects. Additionally, we rely on outside service providers to perform post-sale services for our PosiCharge customers. If these service providers fail to
perform these services as required or discontinue their business with us, then we could lose customers to competitors, which would harm our business, financial condition and operating results.

Our plug-in electric and hybrid vehicle charging system business is dependent upon our development of relationships with automakers, utilities and other participants in the
plug-in electric and hybrid vehicle and electricity delivery markets.

In January 2010, we were selected by a major automaker to support the rollout of a new model plug-in electric vehicle across the U.S.
Accordingly, we depend upon that relationship and the success of the home charging rollout to those new model plug-in electric vehicle owners to expand our charging system footprint in the U.S. and
worldwide. If our partnership with that major automaker terminates prematurely, and we cannot establish similar relationships with other entities with direct access to plug-in electric vehicle owners
and drivers, we may not be able to develop a sustainable market for our home charging system, which may delay the commercialization of our charging systems or jeopardize the long-term
success of this product line. We believe that the success and growth of our plug-in electric and hybrid vehicle charging system business for the foreseeable future will also depend on our ability to
develop similar working relationships with other automakers in the U.S. and internationally.

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While
we have been working with other automakers and utilities to explore business models and to promote our solutions, there is no guarantee that we will be successful in doing so.

We work in international locations where there are high security risks, which could result in harm to our employees and contractors or substantial costs.

Some of our services are performed in or adjacent to high-risk locations, such as Iraq and Kuwait, where the country or
location is suffering from political, social or economic issues, or war or civil unrest. For example, during fiscal 2010, we have had up to ten employees operating in Iraq and/or Kuwait at any one
time, both within and outside of U.S. government installations. In those locations where we have employees or operations, we may incur substantial costs to maintain the safety of our personnel.
Despite these precautions, the safety of our personnel in these locations may continue to be at risk, and we may in the future suffer the loss of employees and contractors, which could harm our
business and operating results.

We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders.

We operate in emerging and rapidly evolving markets, which makes our prospects difficult to evaluate. It is possible that we may not
generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs. If this occurs, then
we may need additional financing to pursue our business strategies, including to:



If
we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these
newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders. We cannot assure you that additional financing will be available on terms favorable to us,
or at all. Our former line of credit contained, and future debt financing may contain, covenants or other provisions that limit our operational or financial flexibility. In addition, certain of our
customers require that we obtain letters of credit to support our obligations under some of our contracts.

Our investment portfolio includes investments in auction rate securities. Failures in the auctions for these securities affect our liquidity, while deterioration in credit
ratings of issuers of such securities and/or third parties insuring such investments may require us to adjust the carrying value of our investment through an impairment of earnings.

As of April 30, 2010, our $6.5 million of long-term investments, recorded at fair value, consisted entirely
of auction rate municipal bonds with maturities that range from approximately 9 to 24 years. These investments have characteristics similar to short-term investments, because at
pre-determined intervals, generally ranging from 30 to 35 days, there is a new auction process at which the interest rates for these securities are reset to current interest rates.
At the end of such period, we choose to roll-over our holdings or redeem the investments for cash. A market maker facilitates the redemption of the securities and the underlying issuers
are not required to redeem the investment within 365 days.

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In
2008, 2009 and 2010, we experienced failed auctions of our auction rate securities and there is no assurance that auctions on the remaining auction rate securities in our investment
portfolio will succeed in the future. As a result, our ability to liquidate our investments in the near term may be limited, and our ability to recover the carrying value of our investments may be
limited. An auction failure means that the parties wishing to sell securities were not able to do so. As of June 11, 2010, including the securities involved in failed auctions, we held
approximately $6.5 million of these auction rate securities, all of which carry investment grade ratings. These investments are subject to general credit, liquidity, market and interest rate
risks, which may be exacerbated by continued problems in the global credit markets, including but not limited to, U.S. subprime mortgage defaults, writedowns by major financial institutions due to
deteriorating values of their assets portfolios, including leveraged loans, collateralized debt obligations, credit default swaps, and other credit-linked products. These and other related factors
have affected various sectors of the financial markets and caused credit and liquidity issues. If the issuers of these securities are unable to successfully close future auctions or their credit
ratings deteriorate, we may in the future be required to record an impairment charge on these investments. We currently believe these securities are not permanently impaired, primarily due to the
government backing of the underlying securities. However, it could take until the final maturity of the underlying notes (up to 24 years) to realize our investments' purchase price of
$7.8 million. Based on our ability to access our cash and cash equivalents, expected operating cash flows, and our other sources of cash, we do not anticipate that the current lack of liquidity
on these investments will affect our ability to continue to operate our business in the ordinary course, however we can provide no assurance as to when these investments will again become liquid or as
to whether we may ultimately have to recognize an impairment charge with respect to these investments.

We face a number of risks related to the recent financial crisis and severe tightening in the global credit markets.

The recent global financial crisis affecting the banking system and financial markets has resulted in a severe tightening in credit
markets, a low level of liquidity in many financial markets, and extreme volatility in credit and equity markets. The continuing impact of this financial crisis could affect our business in a number
of ways, including:

Potential Deferment of Purchases and Orders by Customers:Uncertainty about current and future global economic conditions may cause
governments,
including the U.S. government, which is our largest customer, consumers and businesses to modify, defer or cancel purchases in response to tighter credit, decreased cash availability and declining
consumer confidence. Accordingly, future demand for our products could differ materially from our current expectations. Additionally, if customers are not successful in generating sufficient revenue
or are precluded from securing financing, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Any inability of current and/or potential customers to pay us
for our products may adversely affect our earnings and cash flow.

Negative Impact from Increased Financial Pressures on Key Suppliers:Our ability to meet customers' demands depends, in part, on our
ability to
obtain timely and adequate delivery of quality materials, parts and components from our suppliers. Certain of our hardware components and various subsystems are available only from a limited group of
suppliers. If certain key suppliers were to become capacity constrained or insolvent as a result of the financial crisis, then we may have to find new suppliers. We may experience significant delays
in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we lose any of these sources or
are required to redesign our products. We cannot predict if we will be able to obtain replacement components within the time frames that we require at an affordable cost, if at all. In addition,
credit constraints of key suppliers could result in accelerated payment of accounts payable by us, impacting our cash flow.

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Customers' Inability to Obtain Financing to Make Purchases from Us and/or Maintain Their Business:Some of our customers may require
substantial
financing in order to fund their operations and make purchases from us. The inability of these customers to obtain sufficient credit to finance purchases of
our products, or otherwise meet their payment obligations to us could adversely impact our financial condition and results of operations. In addition, if the financial crisis results in insolvencies
for our customers, it could adversely impact our financial condition and results of operations.

Our international business poses potentially greater risks than our domestic business.

We derived approximately 7% of our revenue from international sales during the fiscal year ended April 30, 2010. We expect to
derive an increasing portion of our revenue from international sales. Our international revenue and operations are subject to a number of material risks, including the
following:



Negative
developments in any of these areas in one or more countries could result in a reduction in demand for our products, the cancellation or delay of orders already placed, threats
to our intellectual property, difficulty in collecting receivables and a higher cost of doing business, any of which could negatively impact our business, financial condition or results of operations.
Moreover, our sales, including sales to customers outside the U.S., are denominated in dollars, and downward fluctuations in the value of foreign currencies relative to the U.S. dollar may make our
products more expensive than other products, which could harm our business.

Potential future acquisitions could be difficult to integrate, divert the attention of key personnel, disrupt our business, dilute stockholder value and impair our financial
results.

We intend to consider strategic acquisitions that would add to our customer base, technological capabilities or system offerings.
Acquisitions involve numerous risks, any of which could harm our business, including the following:



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Acquisitions
also frequently result in the recording of goodwill and other intangible assets which are subject to potential impairments in the future that could harm our financial
results. In addition, if we finance acquisitions by issuing equity, or securities convertible into equity, then our existing stockholders may be diluted, which could lower the market price of our
common stock. If we finance acquisitions through debt, then such future debt financing may contain covenants or other provisions that limit our operational or financial flexibility. As a result, if we
fail to properly evaluate acquisitions or investments, then we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate. The failure to
successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm our business and financial results.

Environmental laws and regulations and unforeseen costs could impact our future earnings.

The manufacture and sale of our products in certain states and countries may subject us to environmental and other regulations. For
example, we obtain a significant number of our electronics components from companies located in East Asia, where environmental rules may be less stringent than in the United States. Over time, the
countries where these companies are located may adopt more stringent environmental regulations, resulting in an increase in our manufacturing costs. Furthermore, certain environmental laws, including
the U.S. Comprehensive, Environmental Response, Compensation and Liability Act of 1980, impose strict, joint and several liability on current and previous owners or operators of real property for the
cost of removal or remediation of hazardous substances and impose liability for damages to natural resources. These laws often impose liability even if the owner or operator did not know of, or was
not responsible for, the release of such hazardous substances. These environmental laws also assess liability on persons who arrange for hazardous substances to be sent to disposal or treatment
facilities when such facilities are found to be contaminated. Such persons can be responsible for cleanup costs even if they never owned or operated the contaminated facility. Although we have not yet
been named a responsible party at a contaminated site, we could be named a potentially responsible party in the future. We cannot assure you that such existing laws or future laws will not have a
material adverse effect on our future earnings or results of operations.

Our plug-in electric and hybrid vehicle charging system business is subject to federal, state and international laws regarding data protection and privacy, and a
privacy breach could damage our reputation, expose us to litigation risk and adversely affect our business.

In connection with our emerging plug-in electric and hybrid vehicle charging system business, we collect, process and
retain certain sensitive and confidential customer information. As a result, we are subject to increasingly rigorous federal, state and international laws regarding privacy and data protection.
Compliance with these constantly evolving laws may cause us to incur significant costs or

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require
changes to our business practices, which could reduce our revenue. If we fail to comply with these laws, proceedings may be brought against us by governmental entities or others or penalties
may be imposed on us, either of which could have a material adverse effect on our business, results of operations and financial condition. While we rely, in part, on security services and software
provided by outside vendors to protect sensitive and confidential customer information, there is no guarantee that the protections that we or our outside vendors have implemented will prevent security
breaches. Any actual, threatened or perceived security breach that could result in misappropriation, loss or other unauthorized disclosure of sensitive or confidential customer information could harm
our reputation and relationship with customers, expose us to litigation risk and liability and adversely affect our business.

Our business and operations are subject to the risks of earthquakes and other natural catastrophic events.

Our corporate headquarters, research and development and manufacturing operations are located in Southern California, a region known
for seismic activity and wild fires. A significant natural disaster, such as an earthquake, fire or other catastrophic event, could severely affect our ability to conduct normal business operations,
and as a result, our future operating results could be materially and adversely affected.

Risks Related to Our U.S. Government Contracts

We are subject to extensive government regulation, and our failure to comply with applicable regulations could subject us to penalties that may restrict our ability to
conduct our business.

As a contractor to the U.S. government, we are subject to and must comply with various government regulations that impact our revenue,
operating costs, profit margins and the internal organization and operation of our business. The most significant regulations and regulatory authorities affecting our business include the
following:



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Also,
we need special security clearances and regulatory approvals to continue working on certain of our projects with the U.S. government. Classified programs generally will require
that we comply with various executive orders, federal laws and regulations and customer security requirements that may include restrictions on how we develop, store, protect and share information, and
may require our employees to obtain government security clearances. Our failure to comply with applicable regulations, rules and approvals or misconduct by any of our employees could result in the
imposition of fines and penalties, the loss of security clearances, the loss of our government contracts or our suspension or debarment from contracting with the U.S. government generally, any of
which would harm our business, financial condition and results of operations. We are also subject to certain regulations of comparable government agencies in other countries, and our failure to comply
with these non-U.S. regulations could also harm our business, financial condition or results of operations.

Our business could be adversely affected by a negative audit or investigation by the U.S. government.

U.S. government agencies, primarily the DCAA and the DCMA, routinely audit and investigate government contractors. These agencies
review a contractor's performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. These agencies also may review the adequacy of, and a contractor's
compliance with, its internal control systems and policies, including the contractor's purchasing, property, estimating, compensation and management information systems.

Like
most government contractors, our contracts are audited and reviewed on a continual basis by the DCMA and the DCAA. Audits for costs incurred on work performed after fiscal year 2005
have not yet been completed. In addition, non-audit reviews or investigations by the government may still be conducted on all of our government contracts. Any costs found to be improperly
allocated to a specific contract will not be reimbursed, while such costs already reimbursed must be refunded. If an audit or investigation of our business were to uncover improper or illegal
activities, then we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and
suspension or prohibition from doing business with the U.S. government. We could suffer serious harm to our reputation if allegations of impropriety or illegal acts were made against us, even if the
allegations were inaccurate. In addition, responding to governmental audits or investigations may involve significant expense and divert management attention. If any of the foregoing were to occur,
our financial condition and operating results could be materially adversely affected.

Moreover,
if any of our administrative processes and systems are found not to comply with the applicable requirements, we may be subjected to increased government scrutiny or required to
obtain additional governmental approvals that could delay or otherwise adversely affect our ability to compete for or perform contracts. In February 2010 we were notified by the U.S. Department of
Justice, or DOJ, that it had initiated an investigation into our billing practices with respect to our government contracts. We are currently cooperating with this investigation, which we believe may
be the result of prior DCAA audit activity. An unfavorable outcome to such an audit or investigation by the DCAA, DOJ or other government agency, could materially adversely affect our competitive
position, affect our ability to obtain the maximum price for our products and services, and result in a substantial reduction of our revenues.

If
we were suspended or debarred from contracting with the federal government generally, or any specific agency, if our reputation or relationship with government agencies were impaired,
or if the government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our revenue and operating results would be materially harmed.

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Some of our contracts with the U.S. government allow it to use inventions developed under the contracts and to disclose technical data to third parties, which could harm our
ability to compete.

Some of our contracts allow the U.S. government to use, royalty-free, or have others use, inventions developed under those
contracts on behalf of the government. Some of the contracts allow the federal government to disclose technical data without constraining the recipient on how those data are used. The ability of third
parties to use patents and technical data for government purposes creates the possibility that the government could attempt to
establish alternative suppliers or to negotiate with us to reduce our prices. The potential that the government may release some of the technical data without constraint creates the possibility that
third parties may be able to use this data to compete with us, which could have a material adverse effect on our business, results of operations or financial condition.

U.S. government contracts are generally not fully funded at inception and contain certain provisions that may be unfavorable to us, which could prevent us from realizing our
contract backlog and materially harm our business and results of operations.

DoD contracts typically involve long lead times for design and development, and are subject to significant changes in contract
scheduling. Congress generally appropriates funds on a fiscal year basis even though a program may continue for several years. Consequently, programs are often only partially funded initially, and
additional funds are committed only as Congress makes further appropriations. The termination or reduction of funding for a government program would result in a loss of anticipated future revenue
attributable to that program.

The
actual receipt of revenue on awards included in backlog may never occur or may change because a program schedule could change or the program could be canceled, or a contract could be
reduced, modified or terminated early.

In
addition, U.S. government contracts generally contain provisions permitting termination, in whole or in part, at the government's convenience or for contractor default. Since a
substantial majority of our revenue is dependent on the procurement, performance and payment under our U.S. government contracts, the termination of one or more critical government contracts could
have a negative impact on our results of operations and financial condition. Termination arising out of our default could expose us to liability and have a material adverse effect on our ability to
re-compete for future contracts and orders. Moreover, several of our contracts with the U.S. government do not contain a limitation of liability provision, creating a risk of
responsibility for indirect, incidental damages and consequential damages. These provisions could cause substantial liability for us, especially given the use to which our products may be put.

U.S. government contracts are subject to a competitive bidding process that can consume significant resources without generating any revenue.

U.S. government contracts are frequently awarded only after formal, protracted competitive bidding processes and, in many cases,
unsuccessful bidders for U.S. government contracts are provided the opportunity to protest contract awards through various agency, administrative and judicial channels. We derive significant revenue
from U.S. government contracts that were awarded through a competitive bidding process. Much of the UAS business that we expect to seek
in the foreseeable future likely will be awarded through competitive bidding. Competitive bidding presents a number of risks, including the following:



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We
may not be provided the opportunity to bid on contracts that are held by other companies and are scheduled to expire if the government extends the existing contract. If we are unable
to win particular contracts that are awarded through a competitive bidding process, then we may not be able to operate in the market for goods and services that are provided under those contracts for
a number of years. If we are unable to win new contract awards over any extended period consistently, then our business and prospects will be adversely affected.

Risks Related to Our Intellectual Property

If we fail to protect, or incur significant costs in defending, our intellectual property and other proprietary rights, our business, financial condition, and results of
operations could be materially harmed.

Our success depends, in large part, on our ability to protect our intellectual property and other proprietary rights. We rely primarily
on patents, trademarks, copyrights, trade secrets and unfair competition laws, as well as license agreements and other contractual provisions, to protect our intellectual property and other
proprietary rights. However, a significant portion of our technology is not patented, and we may be unable or may not seek to obtain patent protection for this technology. Moreover, existing U.S.
legal standards relating to the validity, enforceability and scope of protection of intellectual property rights offer only limited protection, may not provide us with any competitive advantages, and
may be challenged by third parties. The laws of countries other than the United States may be even less protective of intellectual property rights. Accordingly, despite our efforts, we may be unable
to prevent third parties from infringing upon or misappropriating our intellectual property or otherwise gaining access to our technology. Unauthorized third parties may try to copy or reverse
engineer our products or portions of our products or otherwise obtain and use our intellectual property. Moreover, many of our employees have access to our trade secrets and other intellectual
property. If one or more of these employees leave us to work for one of our competitors, then they may disseminate this proprietary information, which may as a result damage our competitive position.
If we fail to protect our intellectual property and other proprietary rights, then our business, results of operations or financial condition could be materially harmed.

In
addition, affirmatively defending our intellectual property rights and investigating whether we are pursuing a product or service development that may violate the rights of others may
entail significant expense. We have not found it necessary to resort to legal proceedings to protect our intellectual property, but may find it necessary to do so in the future. Any of our
intellectual property rights may be challenged by others or invalidated through administrative processes or litigation. If we resort to legal proceedings to enforce our intellectual property rights or
to determine the validity and scope of the intellectual property or other proprietary rights of others, then the proceedings could result in significant expense to us and divert the attention and
efforts of our management and technical employees, even if we prevail.

We may be sued by third parties for alleged infringement of their proprietary rights, which could be costly, time-consuming and limit our ability to use certain
technologies in the future.

We may become subject to claims that our technologies infringe upon the intellectual property or other proprietary rights of third
parties. Any claims, with or without merit, could be time-consuming

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and
expensive, and could divert our management's attention away from the execution of our business plan. Moreover, any settlement or adverse judgment resulting from these claims could require us to
pay substantial amounts or obtain a license to continue to use the disputed technology, or otherwise restrict or prohibit our use of the technology. We cannot assure you that we would be able to
obtain a license from the third party asserting the claim on commercially reasonable terms, if at all, that we would be able to develop alternative technology on a timely basis, if at all, or that we
would be able to obtain a license to use a suitable alternative technology to permit us to continue offering, and our customers to continue using, our affected product. An adverse determination also
could prevent us from offering our products to others. Infringement claims asserted against us may have a material adverse effect on our business, results of operations or financial condition.

Risks Relating to Securities Markets and Investment in Our Stock

The price of our common stock may fluctuate significantly.

The market prices for securities of emerging technology companies have historically been highly volatile, and the market has from time
to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. The market price of our common stock may fluctuate significantly
in response to a number of factors, most of which we cannot control, including the following:



In
addition, the equity markets in general, and NASDAQ in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the
operating performance of those companies. Further, the market prices of securities of emerging technology companies have been particularly volatile. These broad market and industry factors may affect
the market price of our common stock adversely, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class
action

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litigation
often has been instituted against that company. This type of litigation, if instituted against us, could result in substantial costs and a diversion of management's attention and resources.

Our management, whose interests may not be aligned with yours, is able to exert significant influence over all matters requiring stockholder approval.

As of June 11, 2010, our directors, executive officers and their affiliates collectively beneficially owned 4,900,272 shares, or
approximately 22%, of our total outstanding shares of common stock. Accordingly, our directors and executive officers as a group may be able to exert significant influence over matters requiring
stockholder approval, including the election of directors. The interests of our directors and executive officers may not be fully aligned with yours. Although there is no agreement among our directors
and executive officers with respect to the voting of their shares, this concentration of ownership may delay, defer or even prevent a change in control of our company, and make transactions more
difficult or impossible without the support of all or some of our directors and executive officers. These transactions might include proxy contests, tender offers, mergers or other purchases of common
stock that could give you the opportunity to realize a premium over the then-prevailing market price for shares of our common stock.

Item 1B.    Unresolved Staff Comments.

None.

Item 2.    Properties.

All of our facilities are leased. Our corporate headquarters are located in Monrovia, California where we lease approximately 13,000
square feet under an agreement expiring in September 2010. We have several other leased facilities in Monrovia that house our Efficient Energy Systems business. These facilities have total square
footage of approximately 71,000 and leases that expire between the end of 2010 and 2011.

Our
principal UAS facilities are located in Simi Valley, California. As of April 30, 2010, we leased three facilities for our UAS segment that have total square footage of
approximately 236,000 under leases that expire between 2012 and 2014. These three facilities are used for administration, research and development, logistics and manufacturing. In addition, we
maintain a 21,000 square foot services facility in Huntsville, Alabama, the lease for which expires in 2014.

We
additionally have a small leased office in Virginia for business development and sales as well as lease arrangements with several test flight fields in California. We believe that our
current leased facilities and additional or alternative space available to us will be adequate to meet our needs for the foreseeable future.

Item 3.    Legal Proceedings.

We are not currently a party to any material legal proceedings. We are, however, subject to lawsuits from time to time in the ordinary
course of business.

Item 4.    (Removed and Reserved)

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PART II

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

Common Stock

The following table sets forth, for the periods indicated, the high and low sales prices for our common stock from May 1, 2008
through April 30, 2010. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Fiscal Year Ended April 30,2010

2009High

Low

High

LowFirst Quarter

$
32.90

$
23.15

$
32.98

$
22.82Second Quarter

$
31.25

$
26.28

$
36.64

$
25.08Third Quarter

$
35.38

$
25.64

$
40.50

$
28.50Fourth Quarter

$
34.11

$
21.64

$
41.22

$
18.50


On
June 11, 2010, the closing sales price of our common stock as reported on the NASDAQ Global Select Market was $25.02 per share. As of June 11, 2010, there were 77
holders of record of our common stock.

Dividends

We currently intend to retain all future earnings, if any, for use in the operation and expansion of our business and do not anticipate
paying any cash dividends in the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our board of directors and will depend upon, among other
factors, our results of operations, financial condition, capital requirements, contractual restrictions and such other factors as our board of directors deems relevant.

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Stock Price Performance Graph

The following graph shows a comparison of cumulative returns on our common stock, based on the market price of the common stock, with
the cumulative total returns of companies in the Russell 2000 Index and the SPADES Index.

Cumulative Total Return

GRAPHIC

The
following table shows the value of $100 invested on January 22, 2007 in AeroVironment, Inc., the Russell 2000 Index, and the SPADES Index.

Performance Graph Table ($)Jan 22-07

Apr 30-07

Apr 30-08

Apr 30-09

Apr 30-10AeroVironment Stock


100


126


141


139


154Russell 2000 Index


100


105


92


63


92SPADES Index


100


108


112


72


102


The
stock price performance shown on the graph above is not necessarily indicative of future price performance. Factual material was obtained from sources believed to be reliable, but we
are not responsible for any errors or omissions contained therein. No portions of this graph shall be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act
through any general statement incorporating by reference in its entirety the report in which this graph appears, except to the extent that we specifically incorporate this graph or a portion of it by
reference. In addition, this graph shall not be deemed filed under either the Securities Act or the Exchange Act.

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Item 6.    Selected Consolidated Financial Data.

The following selected financial data should be read in conjunction with our consolidated financial statements. The information set
forth below is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the consolidated financial statements and notes thereto included in Item 8, "Financial Statements and Supplementary Data" of this Form 10-K in
order to understand fully factors that may affect the comparability of the financial data presented below.

Year Ended April 30,2010

2009

2008

2007

2006(In thousands, except per share data)Consolidated Income Statement Data:Revenue

$
249,518

$
247,662

$
215,746

$
173,721

$
139,357Net income

$
20,716

$
24,245

$
21,386

$
20,718

$
11,208Earnings per common share:Basic

$
0.97

$
1.15

$
1.08

$
1.39

$
0.86Diluted

$
0.94

$
1.11

$
1.00

$
1.22

$
0.75Weighted average common shares outstanding (basic):


21,392


21,024


19,767


14,947


13,012Weighted average common shares outstanding (diluted):


21,977


21,776


21,372


16,992


14,874Balance Sheet DataTotal assets

$
281,971

$
253,181

$
205,211

$
168,177

$
64,950Long-term obligations

$
4,438

$
7,117

$
5,460

$
541

$
2,617


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

Introduction

The following discussion of our financial condition and results of operations should be read in conjunction with our "Selected
Consolidated Financial Data" and our consolidated financial statements and notes thereto included herein as Item 8. This discussion contains forward-looking statements. Refer to
"Forward-Looking Statements" on page 2 and "Risk Factors" beginning on page 21, for a discussion of the uncertainties, risks, and assumptions associated with these statements.

Overview

We design, develop, produce and support a technologically-advanced portfolio of unmanned aircraft systems, or UAS, that we supply
primarily to organizations within the U.S. Department of Defense, or DoD, charging systems for electric vehicle batteries and power cycling and test systems for electric vehicles. We derive the
majority of our revenue from these business areas and we believe that the markets for these solutions have significant growth potential. Additionally, we believe that some of the innovative potential
products in our research and development pipeline, some of which we receive customer funding to develop, others we fund ourselves, will emerge as new growth platforms in the future, creating
additional market opportunities.

The
success we have achieved with our current products stems from our investment in research and development and our ability to invent and deliver advanced solutions, utilizing our
proprietary technologies, to help our government and commercial customers operate more effectively and efficiently. Our core technological capabilities, developed through nearly 40 years of
innovation, include lightweight aerostructures, electric propulsion systems, efficient electric energy generation and storage

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systems,
high-density energy packaging, miniaturization, controls integration and systems engineering optimization.

Our
Unmanned Aircraft Systems business segment focuses primarily on the design, development, production and support of innovative UAS that provide situational awareness to increase the
security and effectiveness of our customers' operations. Our Efficient Energy Systems business segment focuses primarily on the design, development, production and support of innovative efficient
electric energy systems that address the growing demand for clean transportation and clean energy solutions.

Revenue

We generate our revenue primarily from the sale and support of our small UAS and electric vehicle fast charge and test systems
solutions. Support for our small UAS customers includes training, spare parts, product repair, product replacement, and the customer-contracted operation of our small UAS by our personnel. We refer to
these support activities collectively as our services operation. We derive most of our small UAS revenue from fixed-price and cost-plus-fee contracts with the U.S. government,
and most of our electric vehicle fast charge and test systems revenue from sales and service to commercial customers.

Cost of Sales

Cost of sales consists of direct costs and allocated indirect costs. Direct costs include labor, materials, travel, subcontracts and
other costs directly related to the execution of a specific contract. Indirect costs include overhead expenses, fringe benefits and other costs that are not directly charged to a specific contract.

Gross Margin

Gross margin is equal to revenue minus cost of sales. We use gross margin as a financial metric to help us understand trends in our
direct costs and allocated indirect costs when compared to the revenue we generate.

Research and Development Expense

Research and development, or R&D, is an integral part of our business model. We conduct significant internally funded research and
development and anticipate that research and development expense will continue to increase in absolute dollars for the foreseeable future. Our UAS research and development activities focus
specifically on creating capabilities that support our existing small UAS product portfolio as well as new UAS platforms. These activities are funded both externally by customers and internally.

Selling, General and Administrative

Our selling, general and administrative expenses, or SG&A, include salaries and other expenses related to selling, marketing and
proposal activities, and other administrative costs. SG&A is an important financial metric that we analyze to help us evaluate the contribution of our selling, marketing and proposal activities to
revenue generation.

Other Income and Expenses

Other income and expenses includes interest income and interest expense.

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Income Tax Expense

Our effective tax rates are substantially lower than the statutory rates primarily due to research and development tax credits.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the U.S. When we prepare these consolidated financial statements, we are required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting period. Some of our accounting policies require that we make subjective judgments, including estimates that involve
matters that are inherently uncertain. Our most critical estimates include those related to revenue recognition, inventories and reserves for excess and obsolescence, self-insured
liabilities, accounting for stock-based awards, and income taxes. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the
circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ
from these estimates under different assumptions or conditions.

We
believe the following critical accounting estimates affect our more significant judgments and estimates used in preparing our consolidated financial statements. See Note 1 of
the Notes to Consolidated Financial Statements for our Organization and Significant Accounting Policies. There have been no material changes made to the critical accounting estimates during the
periods presented in the consolidated financial statements.



Significant management judgments and estimates must be made and used in connection with the recognition of revenue in any accounting
period. Material differences in the amount of revenue in any given period may result if these judgments or estimates prove to be incorrect or if management's estimates change on the basis of
development of the business or market conditions.

The
substantial majority of our revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, and to provide related
engineering, technical and other services according to customer specifications. These contracts may be fixed price or cost-reimbursable. We consider all contracts for treatment in
accordance with authoritative guidance for contracts with multiple deliverables.

Revenue
from product sales not under contractual arrangement is recognized at the time title and the risk and rewards of ownership pass, which typically occurs when the products are
shipped and collection is reasonably assured.

Revenue
and profits on fixed-price contracts are recognized using percentage-of-completion methods of accounting. Revenue and profits on fixed-price production
contracts, whose units are produced and delivered in a continuous or sequential process, are recorded as units are delivered based on their selling prices, or the
units-of-delivery method. Revenue and profits on other fixed-price contracts with significant engineering as well as production requirements are recorded based on the ratio of
total actual incurred costs to date to the total estimated costs for each contract, or the cost-to-cost method. Under percentage-of-completion methods
of accounting, a single estimated total profit margin is used to recognize profit for each contract over its entire period of performance, which can exceed one year. Accounting for revenue and profits
on a fixed-price contract requires the

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preparation
of estimates of (1) the total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the
estimated costs to complete the contract's statement of work and (3) the measurement of progress towards completion. The estimated profit or loss at completion on a contract is equal to the
difference between the total estimated contract revenue and the total estimated cost at completion. Under the units-of-delivery method, sales on a fixed-price type contract are
recorded as the units are delivered during the period based on their contractual selling prices. Under the cost-to-cost method, sales on a fixed-price type contract are
recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by (A) the total estimated contract revenue, less
(B) the cumulative sales recognized in prior periods. The profit recorded on a contract in any period using either the units-of-delivery method or
cost-to-cost method is equal to (X) the current estimated total profit margin multiplied by the cumulative sales recognized, less (Y) the amount of cumulative
profit previously recorded for the contract. In the case of a contract for which the total estimated costs exceed the total estimated revenue, a loss arises, and a provision for the entire loss is
recorded in the period that it becomes evident. The unrecoverable costs on a loss contract that are expected to be incurred in future periods are recorded in the program cost.

Revenue
and profits on cost-reimbursable type contracts are recognized as costs are incurred on the contract, at an amount equal to the costs plus the estimated profit on
those costs. The estimated profit on a cost-reimbursable contract is generally fixed or variable based on the contractual fee arrangement.

We
review cost performance and estimates to complete at least quarterly and in many cases more frequently. Adjustments to original estimates for a contract's revenue, estimated costs at
completion and estimated profit or loss are often required as work progresses under a contract, as experience is gained and as more information is obtained, even though the scope of work required
under the contract may not change, or if contract modifications occur. The impact of revisions in profit estimates for all types of contracts are recognized on a cumulative catch-up basis
in the period in which the revisions are made. Amounts representing contract change orders or claims are included in revenue only when they can be reliably estimated and their realization is probable.
Incentives or penalties and awards applicable to performance on contracts are considered in estimating revenue and profit rates, and are recorded when there is sufficient information to assess
anticipated contract performance.



Our policy for valuation of inventory, including the determination of obsolete or excess inventory, requires us to perform a detailed
assessment of inventory at each balance sheet date, which includes a review of, among other factors, an estimate of future demand for products within specific time horizons, valuation of existing
inventory, as well as product lifecycle and product development plans. Inventory reserves are also provided to cover risks arising from slow-moving items. We write down our inventory for
estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based on assumptions about future demand and market conditions. We
may be required to record additional inventory write-downs if actual market conditions are less favorable than those projected by our management.



We are self-insured for employee medical claims, subject to individual and aggregate stop-loss policies. We
estimate a liability for claims filed and incurred but not reported claims based upon recent claims experience and an analysis of the average period of time between the occurrence of a claim and the
time it is reported to and paid by us. We perform an annual evaluation of this policy and have determined that for all prior years during which this policy has been in effect there have been cost
advantages to this policy, as compared to obtaining commercially available employee medical insurance.

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However,
actual results may differ materially from those estimated and could have a material impact on our consolidated financial statements.



We are required to estimate our income taxes, which includes estimating our current income taxes as well as measuring the temporary
differences resulting from different treatment of items for tax and accounting purposes. We currently have significant deferred assets, which are subject to periodic recoverability assessments.
Realizing our deferred tax assets principally depends
on our achieving projected future taxable income. We may change our judgments regarding future profitability due to future market conditions and other factors, which may result in recording a
valuation allowance against those deferred tax assets.

Fiscal Periods

Our fiscal year ends on April 30. Due to our fixed year end date of April 30, our first and fourth quarters each consist
of approximately 13 weeks. The second and third quarters each consist of 13 weeks. Our first three quarters end on a Saturday.

Results of Operations

The following table sets forth certain historical consolidated income statement data expressed in dollars (in thousands) and as a
percentage of revenue for the periods indicated. Certain amounts may not sum due to rounding.

Fiscal Year Ended April 30,2010

2009

2008Revenue

$
249,518


100
%
$
247,662


100
%
$
215,746


100
%Cost of sales


152,692


61
%

159,065


64
%

137,199


64
%Gross margin


96,826


39
%

88,597


36
%

78,547


36
%Selling, general and administrative


42,429


17
%

34,246


14
%

33,662


16
%Research and development


24,510


10
%

21,798


9
%

16,441


8
%Income from operations


29,887


12
%

32,553


13
%

28,444


13
%Interest income


195


0
%

1,244


1
%

3,795


2
%Income before income taxes


30,082


12
%

33,797


14
%

32,239


15
%Income tax expense


9,366


4
%

9,552


4
%

10,853


5
%Net income

$
20,716


8
%
$
24,245


10
%
$
21,386


10
%


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The
following table sets forth our revenue and gross margin generated by each operating segment for the periods indicated:

Fiscal Year Ended April 30,2010

2009

2008(In thousands)Revenue:UAS

$
224,179

$
211,364

$
186,615EES


25,339


36,298


29,131Total

$
249,518

$
247,662

$
215,746Gross margin:UAS

$
85,157

$
70,968

$
68,598EES


11,669


17,629


9,949Total

$
96,826

$
88,597

$
78,547


Fiscal Year Ended April 30, 2010 Compared to Fiscal Year Ended April 30, 2009

Revenue.Revenue for the fiscal year ended April 30, 2010 was $249.5 million, as compared to $247.7 million for
the fiscal year
ended April 30, 2009, representing an increase of $1.8 million, or 1%. UAS revenue increased $12.8 million, or 6%, to $224.2 million for the fiscal year ended
April 30, 2010, primarily due to higher service revenue of $20.9 million and increased customer-funded R&D work of $12.0 million, partially offset by lower product deliveries of
$20.1 million. The increase in UAS service revenue was primarily due to the retrofitting of Raven B systems with our digital data link, or DDL, technology. The increase in customer-funded R&D
work was primarily due to increased activity on the Global Observer program. The decrease in product deliveries was primarily due to the reduction in our analog Raven B production as we migrated into
the production and retrofit of Raven B systems with our DDL technology. Efficient Energy Systems, or EES, revenue decreased $11.0 million, or 30%, to $25.3 million for the fiscal year
ended April 30, 2010, primarily due to decreased product deliveries of our industrial electric vehicle charging systems and power cycling and test systems.

Cost of Sales.Cost of sales for the fiscal year ended April 30, 2010 was $152.7 million, as compared to
$159.1 million for the
fiscal year ended April 30, 2009, representing a decrease of $6.4 million, or 4%. The decrease in cost of sales was caused by lower EES cost of sales of $5.0 million and UAS cost
of sales of $1.4 million.

Gross Margin.Gross margin for the fiscal year ended April 30, 2010 was $96.8 million, as compared to
$88.6 million for the
fiscal year ended April 30, 2009, representing an increase of $8.2 million, or 9%. As a percentage of revenue, gross margin increased from 36% to 39%. UAS gross margin increased
$14.2 million, or 20%, to $85.2 million for the fiscal year ended April 30, 2010, primarily due to increased sales volume. As a percentage of revenue, gross margin for UAS
increased from 34% to 38%, primarily due to a higher amount of fixed-price contract revenue compared to cost-reimbursable contract revenue. EES gross margin decreased $6.0 million,
or 34%, to $11.7 million for the fiscal year ended April 30, 2010, primarily due to decreased sales volume. As a percentage of revenue, EES gross margin decreased from 49% to 46%,
primarily due to a lower level of product deliveries compared to service related revenue.

Selling, General and Administrative.SG&A expense for the fiscal year ended April 30, 2010 was
$42.4 million, or 17% of revenue, compared to SG&A expense of $34.2 million, or 14% of revenue, for the fiscal year ended April 30, 2009. SG&A expense increased primarily due to
higher bid and proposal activity, selling and marketing expenses, and administrative costs.

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Research and Development.R&D expense for the fiscal year ended April 30, 2010 was $24.5 million, or 10% of
revenue, compared to R&D
expense of $21.8 million, or 9% of revenue, for the fiscal year ended April 30, 2009. R&D expense increased primarily due to increased investment in development initiatives for
industrial electrical vehicle charging systems infrastructure.

Interest Income.Interest income for the fiscal year ended April 30, 2010 was $0.2 million, as compared to interest
income of
$1.2 million for the fiscal year ended April 30, 2009, representing a decrease of $1.0 million. Interest income decreased primarily due to lower yields on investment grade
securities.

Income Tax Expense.Our effective income tax rate was 31.1% for the fiscal year ended April 30, 2010, as compared to 28.3%
for the fiscal year
ended April 30, 2009. The increase was caused primarily by lower R&D tax credits in the fiscal year ended April 30, 2010.

Fiscal Year Ended April 30, 2009 Compared to Fiscal Year Ended April 30, 2008

Revenue.Revenue for the fiscal year ended April 30, 2009 was $247.7 million, as compared to $215.7 million for
the fiscal year
ended April 30, 2008, representing an increase of $32.0 million, or 15%. UAS revenue increased $24.8 million, or 13%, to $211.4 million for the fiscal year ended
April 30, 2009, primarily due to increased customer-funded R&D of $29.5 million and higher product deliveries of
$7.6 million, partially offset by lower services revenue of $12.4 million. The increase in customer- funded R&D work and product deliveries was primarily due to increased activity on the
Global Observer contract and higher small UAS product deliveries, respectively. Services revenue in the prior year was higher due to the retrofit of Raven A systems to Raven B systems during that
period. EES revenue increased $7.2 million, or 25%, to $36.3 million for the fiscal year ended April 30, 2009, primarily due to higher product deliveries.

Cost of Sales.Cost of sales for the fiscal year ended April 30, 2009 was $159.1 million, as compared to
$137.2 million for the
fiscal year ended April 30, 2008, representing an increase of $21.9 million, or 16%. The increase in cost of sales was caused by higher UAS cost of sales of $22.4 million, offset
by lower EES cost of sales of $0.5 million. The increase in UAS cost of sales was primarily due to an increase in customer-funded R&D and higher product deliveries, partially offset by lower
services operations. The decrease in EES cost of sales was primarily due to lower sustaining engineering costs and lower manufacturing support costs.

Gross Margin.Gross margin for the fiscal year ended April 30, 2009 was $88.6 million, as compared to
$78.5 million for the
fiscal year ended April 30, 2008, representing an increase of $10.1 million, or 13%. As a percentage of revenue, gross margin remained the same at 36%. UAS gross margin increased
$2.4 million, or 3%, to $71.0 million for the fiscal year ended April 30, 2009, primarily due to increased sales volume, partially offset by higher program costs. As a percentage
of revenue, gross margin for UAS decreased from 37% to 34%. EES gross margin increased $7.7 million, or 77%, to $17.6 million for the fiscal year ended April 30, 2009, primarily
due to increased sales volume, operational improvements and product mix. As a percentage of revenue, EES gross margin increased from 34% to 49%.

Selling, General and Administrative.SG&A expense for the fiscal year ended April 30, 2009 was $34.2 million, or
14% of revenue,
compared to SG&A expense of $33.7 million, or 16% of revenue, for the fiscal year ended April 30, 2008. SG&A expense increased primarily due to higher selling and marketing expenses.

Research and Development.R&D expense for the fiscal year ended April 30, 2009 was $21.8 million, or 9% of revenue,
 compared to R&D
expense of $16.4 million, or 8% of revenue, for the

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fiscal
year ended April 30, 2008. R&D expense increased primarily due to increased investment in various development initiatives for UAS.

Interest Income.Interest income for the fiscal year ended April 30, 2009 was $1.2 million, as compared to interest
income of
$3.8 million for the fiscal year ended April 30, 2008, representing a decrease of $2.6 million. Interest income decreased primarily due to lower yields on investment grade
securities.

Income Tax Expense.Our effective income tax rate was 28.3% for the fiscal year ended April 30, 2009, as compared to 33.7%
for the fiscal year
ended April 30, 2008. The decrease was caused primarily by higher R&D tax credits in the fiscal year ended April 30, 2009.

Liquidity and Capital Resources

We currently have no material cash commitments, except for normal recurring trade payables, accrued expenses and ongoing research and
development costs, all of which we anticipate funding through our existing working capital and funds provided by operating activities. The majority of our purchase obligations are pursuant to funded
contractual arrangements with our customers. In addition, we do not currently anticipate significant investment in property, plant and equipment, and we believe that our existing cash, cash
equivalents, cash provided by operating activities and other financing sources will be sufficient to meet our anticipated working capital, capital expenditure and debt service requirements, if any,
during the next twelve months. There can be no assurance, however, that our business will continue to generate cash flow at current levels. If we are unable to generate sufficient cash flow from
operations, then we may be required to sell assets, reduce capital expenditures or obtain additional financing. The recent credit crisis continues to create volatility and disruption in the capital
markets, severely diminished liquidity and credit availability, and increased counterparty risk. Nevertheless, we anticipate that existing sources of liquidity and cash flows from operations will be
sufficient to satisfy our cash needs for the foreseeable future.

Our
primary liquidity needs are for financing working capital, investing in capital expenditures, supporting product development efforts, introducing new products and enhancing existing
products, and marketing acceptance and adoption of our products and services. Our future capital requirements, to a certain extent, are also subject to general conditions in or affecting the defense
and electric vehicle industries and are subject to general economic, political, financial, competitive, legislative and regulatory factors that are beyond our control. Moreover, to the extent that
existing cash, cash equivalents, cash from operations, and cash from short-term borrowing are insufficient to fund our future activities, we may need to raise additional funds through
public or private equity or debt financing. Although we are currently not a party to any agreement or letter of intent with respect to potential investment in, or acquisitions of, businesses, services
or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing.

Our
working capital requirements vary by contract type. On cost-plus-fee programs, we typically bill our incurred costs and fees monthly as work progresses, and
therefore working capital investment is minimal. On fixed-price contracts, we typically are paid as we deliver products, and working capital is needed to fund labor and expenses incurred during the
lead time from contract award until contract deliveries begin.

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Cash Flows

The following table provides our cash flow data as of:

Fiscal Year Ended April 30,2010

2009

2008(In thousands)Net cash provided by operating activities

$
35,984

$
39,770

$
15,502Net cash (used in) provided by investing activities

$
(124,764
)
$
(29,480
)
$
67,022Net cash provided by financing activities

$
944

$
1,147

$
1,620


Cash Provided by Operating Activities.Net cash provided by operating activities for the fiscal year ended April 30, 2010
decreased by
$3.8 million to $36.0 million, compared to net cash provided by operating activities of $39.8 million for the fiscal year ended April 30, 2009. This decrease in net cash
provided by operating activities was primarily due to higher working capital needs of $3.6 million and lower tax benefits on exercises of stock options of $9.0 million, partially offset
by higher deferred income taxes of $4.1 million and higher depreciation of $3.6 million.

Net
cash provided by operating activities for the fiscal year ended April 30, 2009 increased by $24.3 million to $39.8 million, compared to net cash provided by
operating activities of $15.5 million for the fiscal year ended April 30, 2008. This increase in net cash provided by operating activities was primarily due to lower working capital
needs of $19.5 million, higher net income of $2.9 million, higher depreciation and amortization expense of $1.5 million and higher tax benefits on exercises of stock options of
$1.1 million, partially offset by higher deferred income taxes of $1.3 million.

Cash Used in Investing Activities.Net cash used in investing activities increased by $95.3 million to $124.8 million
for the fiscal
year ended April 30, 2010, compared to net cash used by investing activities of $29.5 million for the fiscal year ended April 30, 2009. The increase in net cash used in investing
activities was primarily due to higher net purchases of U.S. Treasury bills and municipal bonds of $97.8 million, partially offset by lower capital expenditures of $2.5 million. During
the fiscal year ended April 30, 2010 and April 30, 2009, we used cash to purchase property and equipment totaling $10.8 million and $13.3 million, respectively.

Net
cash used in investing activities increased by $96.5 million to $29.5 million for the fiscal year ended April 30, 2009, compared to net cash provided by
investing activities of $67.0 million for the fiscal year ended April 30, 2008. The increase in net cash used in investing activities was primarily due to lower net redemptions of tax
exempt municipal auction rate securities of $69.6 million, higher net purchases of U.S. Treasury bills and municipal bonds of $21.5 million and higher capital expenditures of
$5.4 million. During the fiscal year ended April 30, 2009 and April 30, 2008, we used cash to purchase property and equipment totaling $13.3 million and
$7.9 million, respectively.

Cash Provided by Financing Activities.Net cash provided by financing activities decreased by $0.2 million to
$0.9 million for the
fiscal year ended April 30, 2010, compared to $1.1 million for the fiscal year ended April 30, 2009. The decrease was due to lower exercises of stock options.

Net
cash provided by financing activities decreased by $0.5 million to $1.1 million for the fiscal year ended April 30, 2009, compared to $1.6 million for the
fiscal year ended April 30, 2008. The decrease is primarily due to lower transfers from restricted cash.

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Contractual Obligations

The following table describes our commitments to settle contractual obligations as of April 30, 2010:

Payments Due By PeriodTotal

Less Than
1 Year

1 to 3 Years

3 to 5 Years

More Than
5 Years(In thousands)Operating lease obligations

$
9,521

$
3,018

$
4,363

$
2,140

$
Purchase obligations(1)


16,815


16,815








Total

$
26,336

$
19,833

$
4,363

$
2,140

$



---

Off-Balance Sheet Arrangements

As of April 30, 2010, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of the SEC's
Regulation S-K.

Inflation

Our operations have not been, and we do not expect them to be, materially affected by inflation. Historically, we have been successful
in adjusting prices to our customers to reflect changes in our material and labor costs.

New Accounting Standards

In June 2009, the Financial Accounting Standards Board, or FASB, issued authoritative guidance that establishes the FASB Accounting
Standards Codification, or ASC, as the single source of authoritative U.S. GAAP to be applied by nongovernmental entities and modifies the U.S. GAAP hierarchy to only two levels:
authoritative and non-authoritative. This guidance became effective for interim periods and fiscal years ending after September 15, 2009. We adopted the provisions of the guidance
in the second quarter of fiscal 2010. The adoption did not have a material impact on our consolidated financial statements.

In
October 2009, the FASB issued an accounting standards update that requires an entity to allocate arrangement consideration at the inception of an arrangement to all of its
deliverables based on their relative selling prices, eliminates the use of the residual method of allocation, and requires the relative-selling-price method in all circumstances in which an entity
recognizes revenue of an arrangement with multiple deliverables. This guidance will be effective for our fiscal year beginning on May 1, 2011, however, early adoption is permitted. We do not
expect this new guidance will have a material impact on our consolidated financial statements.

In
January 2010, the FASB issued fair value guidance requiring new disclosures and clarification of existing disclosures for assets and liabilities that are measured at fair value on
either a recurring or non-recurring basis. The guidance requires disclosure of transfer activity into and out of Level 1 and Level 2 fair value measurements and also requires
more detailed disclosure about the activity within Level 3 fair value measurements. The majority of the requirements in this guidance are effective for interim and annual periods beginning
after December 15, 2009. Requirements related to Level 3 disclosures are effective for interim and annual periods beginning after December 15, 2010. We do not expect that the
adoption of the guidance will have a material impact on our consolidated financial statements.

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In
February 2010, the FASB issued an accounting standards update which amends certain implementation issues related to an entity's requirement to perform and disclose subsequent events
procedures. The new guidance clarifies that management must evaluate, as of each reporting period, events or transactions that occur after the balance sheet date through the date that the financial
statements are issued. Management must perform its assessment for both interim and annual financial reporting periods. This guidance exempts Securities & Exchange Commission filers from
disclosing the date through which subsequent events have been evaluated and is effective immediately for financial statements that are issued or available to be issued.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

It is our policy not to enter into interest rate derivative financial instruments. We do not currently have any significant interest
rate exposure.

Foreign Currency Exchange Rate Risk

Since a significant part of our sales and expenses are denominated in U.S. dollars, we have not experienced significant foreign
exchange gains or losses to date, and do not expect to incur significant foreign exchange gains or losses in the future. We occasionally engage in forward contracts in foreign currencies to limit our
exposure on non-U.S. dollar transactions.

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Item 8.    Financial Statements and Supplementary Data.

AeroVironment, Inc.    Audited Consolidated Financial Statements    Index to Consolidated Financial Statements and Supplementary Data



PageReport of Independent Registered Public Accounting Firm

55Consolidated Balance Sheets at April 30, 2010 and 2009

56Consolidated Statements of Income for the Years Ended April 30, 2010, 2009 and
2008

57Consolidated Statements of Stockholders' Equity for the Years Ended April 30, 2010, 2009 and
2008

58Consolidated Statements of Cash Flows for the Years Ended April 30, 2010, 2009 and
2008

59Notes to Consolidated Financial Statements

60Quarterly Results of Operations (Unaudited)

79Supplementary DataFinancial Statement Schedule: Schedule IIValuation and Qualifying Accounts

80


All other schedules are omitted because they are not applicable, not required or the information required is included in the Consolidated Financial Statements, including the
notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The
Board of Directors and Stockholders of
AeroVironment, Inc. and Subsidiaries

We
have audited the accompanying consolidated balance sheets of AeroVironment, Inc. and subsidiaries as of April 30, 2010 and 2009, and the related consolidated statements
of income, stockholders' equity and cash flows for each of the three years in the period ended April 30, 2010. Our audits also included the financial statement schedule listed in the Index at
Item 15(a). These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements
and schedule based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AeroVironment, Inc. and
subsidiaries at April 30, 2010 and 2009, and the consolidated results of their operations and their cash flows for each of the three years in the period ended April 30, 2010, in
conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a
whole, presents fairly in all material respects the information set forth therein.

As
discussed in Note 1 to the consolidated financial statements, AeroVironment, Inc. and subsidiaries changed their method of accounting for uncertainty in income taxes in
accordance with Financial Accounting Standards Board Interpretation No. 48 on May 1, 2007.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Aerovironment, Inc.'s internal controls over financial
reporting as of April 30, 2010, based upon criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated June 24, 2010 expressed an unqualified opinion thereon.



Los
Angeles, California
June 24, 2010

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AEROVIRONMENT, INC.        CONSOLIDATED BALANCE SHEETS        (In thousands except share data)

April 30,2010

2009AssetsCurrent assets:Cash and cash equivalents

$
28,665

$
116,501Short-term investments


135,770


21,523Accounts receivable, net of allowance for doubtful accounts of $745 at April 30, 2010 and $291 at April 30, 2009


38,645


42,551Unbilled receivables and retentions


18,710


20,070Inventories, net


20,928


11,602Income tax receivable





3,415Deferred income taxes


956


3,994Prepaid expenses and other current assets


1,921


1,718Total current assets


245,595


221,374Long-term investments


6,515


7,156Property and equipment, net


20,025


18,218Deferred income taxes


9,747


6,313Other assets


89


120Total assets

$
281,971

$
253,181Liabilities and stockholders' equityCurrent liabilities:Accounts payable

$
20,205

$
23,990Wages and related accruals


10,336


10,231Income taxes payable


6,507


Other current liabilities


4,473


3,686Liability for uncertain tax positions


2,592


730Total current liabilities


44,113


38,637Deferred rent


1,268


1,463Liability for uncertain tax positions


3,170


5,654Commitments and contingenciesStockholders' equity:Preferred stock, $0.0001 par value:Authorized shares10,000,000; none issued or outstanding





Common stock, $0.0001 par value:Authorized shares100,000,000Issued and outstanding shares21,732,413 shares at April 30, 2010 and 21,470,481 at April 30, 2009


2


2Additional paid-in capital


115,602


110,102Accumulated other comprehensive loss


(760
)

(537
)Retained earnings


118,576


97,860Total stockholders' equity


233,420


207,427Total liabilities and stockholders' equity

$
281,971

$
253,181


See
accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.        CONSOLIDATED STATEMENTS OF INCOME        (In thousands except share and per share data)

Year Ended April 30,2010

2009

2008Revenue:Product sales

$
103,268

$
136,173

$
123,074Contract services


146,250


111,489


92,672249,518


247,662


215,746Cost of sales:Product sales


59,266


82,427


73,424Contract services


93,426


76,638


63,775152,692


159,065


137,199Gross margin


96,826


88,597


78,547Selling, general and administrative


42,429


34,246


33,662Research and development


24,510


21,798


16,441Income from operations


29,887


32,553


28,444Other income:Interest income


195


1,244


3,795Income before income taxes


30,082


33,797


32,239Provision for income taxes


9,366


9,552


10,853Net income

$
20,716

$
24,245

$
21,386Earnings per share data:Basic

$
0.97

$
1.15

$
1.08Diluted

$
0.94

$
1.11

$
1.00Weighted average shares outstanding:Basic


21,391,795


21,023,590


19,766,881Diluted


21,977,364


21,775,727


21,372,405


See
accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY        (In thousands except share data)

Common Stock





Accumulated
Other
Comprehensive
LossAdditional
Paid-In
Capital

Retained
EarningsShares

Amount

TotalBalance at April 30, 2007


18,875,957

$
2

$
83,611

$
52,810

$


$
136,423Adjustment to initially apply the provisions of FIN No. 48











(581
)




(581
)Stock options exercised


1,738,087





1,209








1,209Tax benefit from exercise of stock options








10,813








10,813Stock-based compensation








490








490Net income











21,386





21,386Balance at April 30, 2008


20,614,044


2


96,123


73,615





169,740Net income











24,245





24,245Other comprehensive loss:Unrealized loss on investments














(537
)

(537
)Comprehensive income

















23,708Stock options exercised


690,437





1,049








1,049Restricted stock awards


166,000














Tax benefit from exercise of stock options








12,004








12,004Stock-based compensation








926








926Balance at April 30, 2009


21,470,481


2


110,102


97,860


(537
)

207,427Net income











20,716





20,716Other comprehensive loss:Unrealized loss on investments














(223
)

(223
)Comprehensive income

















20,493Stock options exercised


205,132





836








836Restricted stock awards


63,000














Restricted stock awards forfeited


(6,200
)













Tax benefit from stock-based compensation








3,010








3,010Stock-based compensation








1,654








1,654Balance at April 30, 2010


21,732,413

$
2

$
115,602

$
118,576

$
(760
)
$
233,420


See
accompanying notes to consolidated financial statements.

58

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Table of Contents



AEROVIRONMENT, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS        (In thousands)

Year ended April 30,2010

2009

2008Operating activitiesNet income

$
20,716

$
24,245

$
21,386Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:Depreciation and amortization


8,982


5,355


3,849Provision for doubtful accounts


454


71


(71
)Deferred income taxes


(253
)

(4,355
)

(3,104
)Stock-based compensation


1,654


926


490Tax benefit from exercise of stock options


2,902


11,906


10,791Excess tax benefit from stock-based compensation


(108
)

(98
)

(22
)Loss on disposition of property and equipment


3


17


Changes in operating assets and liabilities:Accounts receivable


3,452


(12,834
)

(22,026
)Unbilled receivables and retentions


1,360


520


5,904Inventories


(9,326
)

4,321


(1,908
)Income tax receivable


3,415


(983
)

(2,432
)Prepaid expenses and other assets


(172
)

298


(513
)Accounts payable


(3,785
)

9,910


(1,944
)Other liabilities


6,690


471


5,102Net cash and cash equivalents provided by operating activities


35,984


39,770


15,502Investing activitiesAcquisition of property and equipment


(10,792
)

(13,302
)

(7,928
)Net purchases of held-to-maturity investments


(114,247
)

(21,523
)

Net sales of available-for-sale investments


275


5,325


74,950Proceeds from sale of property and equipment





20


Net cash and cash equivalents (used in) provided by investing activities


(124,764
)

(29,480
)

67,022Financing activitiesTransfer from restricted cash








389Excess tax benefit from stock-based compensation


108


98


22Exercise of stock options


836


1,049


1,209Net cash and cash equivalents provided by financing activities


944


1,147


1,620Net (decrease) increase in cash and cash equivalents


(87,836
)

11,437


84,144Cash and cash equivalents at beginning of year


116,501


105,064


20,920Cash and cash equivalents at end of year

$
28,665

$
116,501

$
105,064Supplemental disclosures of cash flow informationCash paid during the year for:Income taxes

$
104

$
2,781

$
4,484Non-cash investing activitiesUnrealized losses on long-term investments recorded in other comprehensive income, net of deferred tax benefit of $143 and $357, respectively

$
223

$
537





See accompanying notes to consolidated financial statements.

59

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Table of Contents



AEROVIRONMENT, INC.        NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.     Organization and Significant Accounting Policies

Organization

AeroVironment, Inc., a Delaware corporation, is engaged in the design, development, production and support of unmanned aircraft
systems and efficient energy systems for various industries and governmental agencies.

Significant Accounting Policies



The accompanying consolidated financial statements include the accounts of AeroVironment, Inc. and its wholly-owned
subsidiaries: AV S.r.l., Skytower, LLC, AV GmbH, Skytower Inc., AILC, Inc. and Regenerative Fuel Cell Systems, LLC (collectively referred to herein as the
"Company"). All intercompany balances and transactions have been eliminated in consolidation.



The Company's products are sold and divided among two reportable segments to reflect the Company's strategic goals. Operating segments
are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker ("CODM") in deciding how to
allocate resources and in assessing performance. The Company's CODM is the Chief Executive Officer, who reviews the revenue and gross margin results for each of these segments in order to make
resource allocation decisions, including the focus of research and development, or R&D, activities, and assessing performance. The Company's reportable segments are business units that offer different
products and services and are managed separately.



The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States
requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates made by management include, but are not limited to, valuation of:
inventory, deferred tax assets and liabilities, useful lives of property, plant and equipment, medical and dental liabilities, and estimates of anticipated contract costs and revenue utilized in the
revenue recognition process. Actual results could differ from those estimates.



Certain prior year amounts have been reclassified to conform to the current year presentation.



The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be
cash equivalents. The Company's cash equivalents are comprised of money market funds, certificates of deposit of major financial institutions, and U.S. Treasury bills.

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)



The Company's investments are accounted for as held-to-maturity and available-for-sale
and reported at amortized cost and fair value, respectively.

Unrealized
gains and losses are excluded from earnings and reported as a separate component of stockholders' equity, net of deferred income taxes for
available-for-sale investments.

Gains
and losses realized on the disposition of investment securities are determined on the specific identification basis and credited or charged to income. Premium and discount on
investments are amortized and accreted using the interest method and charged or credited to investment income.

Management
determines the appropriate classification of securities at the time of purchase and re-evaluates such designation as of each balance sheet date.

Investments
are considered to be impaired when a decline in fair value is judged to be other-than-temporary. On a quarterly basis, the Company considers available
quantitative and qualitative evidence in evaluating potential impairment of our investments. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general
market conditions, the duration and extent to which the fair value is less than cost, and our intent and
ability to hold the investment to maturity. The Company also considers potential adverse conditions related to the financial health of the issuer based on rating agency actions. Once a decline in fair
value is determined to be other-than-temporary, an impairment charge is recorded in earnings and a new cost basis in the investment is established.



Fair values of cash and cash equivalents, accounts receivable, unbilled receivables, retentions and accounts payable approximate cost
due to the short period of time to maturity.



Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents,
U.S. Treasury bills and accounts receivable. The Company currently invests the majority of its cash in U.S. Treasury bills. The Company's revenue and accounts receivable are with a limited number of
corporations and governmental entities. In the aggregate, 80%, 78% and 80% of the Company's revenue came from agencies of the U.S. government for the years ended April 30, 2010, 2009 and 2008,
respectively. These agencies accounted for 58% and 63% of the accounts receivable balances at April 30, 2010 and 2009, respectively. One such agency, the U.S. Army, accounted for 44%, 43% and
62% of the Company's consolidated revenue for the years ended April 30, 2010, 2009 and 2008, respectively. The U.S. Army accounted for approximately 48%, 51% and 71% of UAS reportable segment
sales for the years ended April 30, 2010, 2009 and 2008, respectively. The Company performs ongoing credit evaluations of its commercial customers and maintains an allowance for potential
losses.



Accounts receivable represents primarily U.S. government, and to a lesser extent commercial receivables, net of allowances for doubtful
accounts. Unbilled receivables represent costs in excess of billings on incomplete contracts and, where applicable, accrued profit related to government long-term contracts on which
revenue has been recognized, but for which the customer has not yet been billed.

61

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Retentions
represent amounts withheld by customers until contract completion. The Company determines the allowance for doubtful accounts based on historical customer experience and other
currently available evidence. When a specific account is deemed uncollectible, the account is written off against the allowance. The allowance for doubtful accounts reflects the Company's best
estimate of probable losses inherent in the accounts receivable balance; such losses have been within management's expectations. An account is deemed past due based on contractual terms rather than on
how recently payments have been received.



Inventories are stated at the lower of cost (using the weighted average costing method) or market value. Inventory
write-offs and write-down provisions are provided to cover risks arising from slow-moving items or technological obsolescence and for market prices lower than cost.
The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Based on this evaluation, provisions are made to
write inventory down to its market value.



Property and equipment are carried at cost. Depreciation of property and equipment, including amortization of leasehold improvements,
are provided using the straight-line method over the following estimated useful lives:

Machinery and equipment

2 to 7 yearsComputer equipment and software

2 to 5 yearsFurniture and fixtures

3 to 7 yearsLeasehold improvements

Lesser of useful life or term of lease


Maintenance,
repairs and minor renewals are charged directly to expense as incurred. Additions and betterments to property and equipment are capitalized at cost. When the Company
disposes of assets, the applicable costs and accumulated depreciation and amortization thereon are removed from the accounts and any resulting gain or loss is included in selling, general and
administrative expense in the period incurred.

The
Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be
recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. If the sum of the
projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the
determination is made. At April 30, 2010 and 2009, no indicators of impairment were identified and no impairment charge was recorded.



The Company accrues an estimate of its exposure to warranty claims based upon both current and historical product sales data and
warranty costs incurred. Product warranty reserves are recorded in other current liabilities.

62

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)



The Company is self-insured for employee medical claims, subject to individual and aggregate stop-loss
policies. The Company estimates a liability for claims filed and incurred but not reported based upon recent claims experience and an analysis of the average period of time between the occurrence of a
claim and the time it is reported to and paid by the Company. As of April 30, 2010 and 2009, the Company estimated and recorded a self insurance liability in wages and related accruals of
approximately $1,014,000 and $680,000, respectively.



Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases
of assets and liabilities that will result in taxable or deductible amounts in the future. The provision for income taxes reflects the taxes to be paid for the period and the change during the period
in the deferred income tax assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be
realized. On May 1, 2007, the Company adopted authoritative guidance that clarifies the accounting for uncertainty in income tax recognized in an entity's financial statements which requires
companies to determine whether it is "more likely than not" that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded
in the financial statements. For those tax positions where it is "not more likely than not" that a tax benefit will be sustained, no tax benefit is recognized. Where applicable, associated interest
and penalties are also recorded.



The Company receives advances, performance-based payments and progress payments from customers that may exceed costs incurred on
certain contracts, including contracts with agencies of the U.S. government. These advances are classified as advances from customers and will be offset against billings.



The substantial majority of the Company's revenue is generated pursuant to written contractual arrangements to design, develop,
manufacture and/or modify complex products, and to provide related engineering, technical and other services according to the specifications of the buyers (customers). These contracts may be fixed
price or cost-reimbursable. The Company considers all contracts for treatment in accordance with authoritative guidance for contracts with multiple deliverables.

Revenue
arrangements with multiple deliverables should be divided into separate units of accounting if the deliverables have value to the customer on a stand-alone basis; there is
objective and reliable evidence of the fair value of the undelivered item(s); and, if the arrangement includes a general right of return, delivery or performance of the undelivered item(s) is
considered probable and substantially in the control of the vendor. The Company occasionally enters into arrangements that consist of installation and repair contracts associated with hardware sold by
the Company. Such arrangements consist of separate contractual arrangements and are divided into separate units of accounting where the delivered item has value to the customer on a stand-alone basis
and there is objective and reasonable evidence of the fair value of the installation contract. Consideration is allocated among the separate units of accounting based on their relative fair values.

63

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Product
sales revenue is composed of revenue recognized on contracts for the delivery of production hardware and related activities. Contract services revenue is composed of revenue
recognized on contracts for the provision of services, including repairs, training, engineering design, development and prototyping activities.

Revenue
from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned. Revenue from fixed-price contracts are
recognized on the percentage-of-completion method. Contract costs include all direct material and labor costs and those indirect costs related to contract performance. Unbilled
receivables represent costs incurred and related profit on contracts not yet billed to customers, and are invoiced in subsequent periods.

Product
sales revenue is recognized on the percentage-of-completion method or upon transfer of title to the customer, which is generally upon shipment. Shipping
and handling costs incurred are included in cost of sales.

Revenue
and profits on fixed-price production contracts, where units are produced and delivered in a continuous or sequential process, are recorded as units are delivered based on their
selling prices (the "units-of-delivery method"). Revenue and profits on other fixed-price contracts with significant engineering as well as production requirements are recorded
based on the ratio of total actual incurred costs to date to the total estimated costs for each contract (the "cost-to-cost method"). Accounting for revenue and profits on a
fixed-price contract requires the preparation of estimates of (1) the total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to
date on the contract and the estimated costs to complete the contract's statement of work and (3) the measurement of progress towards completion. The estimated profit or loss at completion on a
contract is equal to the difference between the total estimated contract revenue and the total estimated cost at completion. Under the units-of-delivery method, sales on a
fixed-price type contract are recorded as the units are delivered during the period based on their contractual selling prices. Under the cost-to-cost method, sales on a
fixed-price type contract are recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by (i) the total estimated
contract revenue, less (ii) the cumulative sales recognized in prior periods. The profit recorded on a contract in any period using either the units-of-delivery method
or cost-to-cost method is equal to (i) the current estimated total profit margin multiplied by the cumulative sales recognized, less (ii) the amount of cumulative
profit previously recorded for the contract. In the case of a contract for which the total estimated costs exceed the total estimated revenue, a loss arises, and a provision for the entire loss is
recorded in the period that it becomes evident. The unrecoverable costs on a loss contract that are expected to be incurred in future periods are recorded in the program cost.

Significant
management judgments and estimates must be made and used in connection with the recognition of revenue in any accounting period. Material differences in the amount of revenue
in any given period may result if these judgments or estimates prove to be incorrect or if management's estimates change on the basis of development of the business, market conditions or other
factors. Management judgments and estimates have been applied consistently and have been reliable historically.



Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over the
requisite service period, which is generally the vesting period of the respective award. No compensation cost is ultimately recognized for awards for which employees do not render the requisite
service and are forfeited.

64

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Internally funded research and development costs, or IRAD, sponsored by the Company relate to both U.S. government products and
services and those for commercial and foreign customers. IRAD costs for the Company's businesses that are U.S. government contractors are recoverable indirect contract costs that are allocated to the
U.S. government contracts in accordance with U.S. government procurement regulations.

Customer-funded
research and development costs are incurred pursuant to contracts (revenue arrangements) to perform research and development activities according to customer
specifications. These costs are direct contract costs and are expensed to cost of sales when the corresponding revenue is recognized, which is generally as the research and development services are
performed. Revenues from customer-funded research and development were approximately $80,552,000, $66,321,000 and $28,280,000 for the years ended April 30, 2010, 2009 and 2008, respectively.
The related costs of sales for customer-funded research and development totaled approximately $56,532,000, $46,493,000 and $19,631,000 for the years ended April 30, 2010, 2009 and 2008,
respectively.



The Company accounts for its leases and subsequent amendments as operating leases or capital leases for financial reporting purposes.
Certain operating leases contain rent escalation clauses, which are recorded on a straight-line basis over the initial term of the lease with the difference between the rent paid and the
straight-line rent recorded as a deferred rent liability. Lease incentives received from landlords are recorded as deferred rent liabilities and are amortized on a
straight-line basis over the lease term as a reduction to rent expense. Deferred rent liabilities were approximately $1,268,000 and $1,463,000 as of April 30, 2010 and 2009,
respectively.



Advertising costs consist of tradeshows and other marketing activities, and are expensed as incurred. Advertising expenses included in
selling, general and administrative expenses were approximately $994,000, $549,000 and $426,000 for the years ended April 30, 2010, 2009 and 2008, respectively.



Basic earnings per share are computed using the weighted-average number of common shares outstanding and excludes any
anti-dilutive effects of options and restricted stock. The dilutive effect of potential common shares outstanding is included in diluted earnings per share.

The
reconciliation of diluted to basic shares is as follows:

Year Ended April 30,2010

2009

2008Numerator for basic earnings per share:Net income

$
20,716,000

$
24,245,000

$
21,386,000Denominator for basic earnings per share:Weighted average common shares


21,391,795


21,023,590


19,766,881Dilutive effect of employee stock options and restricted stock


585,569


752,137


1,605,524Denominator for diluted earnings per share


21,977,364


21,775,727


21,372,405


65

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During
the years ended April 30, 2010, 2009 and 2008, certain options and shares of restricted stock were not included in the computation of diluted earnings per share because
their inclusion would have been anti-dilutive. The number of options and restricted stock which met this
anti-dilutive criterion was approximately 70,000, 104,000 and 379,000 for the years ended April 30, 2010, 2009 and 2008, respectively.

Recently Issued Accounting Standards

In June 2009, the Financial Accounting Standards Board ("FASB") issued authoritative guidance that establishes the FASB Accounting
Standards Codification ("ASC") as the single source of authoritative U.S. GAAP to be applied by nongovernmental entities and modifies the U.S. GAAP hierarchy to only two levels:
authoritative and non-authoritative. This guidance became effective for interim periods and fiscal years ending after September 15, 2009. The Company adopted the provisions of the
guidance in the second quarter of fiscal 2010. The adoption did not have a material impact on the Company's consolidated financial statements.

In
October 2009, the FASB issued an accounting standards update that requires an entity to allocate arrangement consideration at the inception of an arrangement to all of its
deliverables based on their relative selling prices, eliminates the use of the residual method of allocation, and requires the relative-selling-price method in all circumstances in which an entity
recognizes revenue of an arrangement with multiple deliverables. This guidance will be effective for the Company beginning on May 1, 2011, however, early adoption is permitted. The Company does
not expect this new guidance will have a material impact on its consolidated financial statements.

In
January 2010, the FASB issued fair value guidance requiring new disclosures and clarification of existing disclosures for assets and liabilities that are measured at fair value on
either a recurring or non-recurring basis. The guidance requires disclosure of transfer activity into and out of Level 1 and Level 2 fair value measurements and also requires
more detailed disclosure about the activity within Level 3 fair value measurements. The majority of the requirements in this guidance are effective for interim and annual periods beginning
after December 15, 2009. Requirements related to Level 3 disclosures are effective for interim and annual periods beginning after December 15, 2010. The Company does not expect
that the adoption of the guidance will have a material impact on the Company's consolidated financial statements.

In
February 2010, the FASB issued an accounting standards update which amends certain implementation issues related to an entity's requirement to perform and disclose subsequent events
procedures. The new guidance clarifies that management must evaluate, as of each reporting period, events or transactions that occur after the balance sheet date through the date that the financial
statements are issued. Management must perform its assessment for both interim and annual financial reporting periods. This guidance exempts SEC filers from disclosing the date through which
subsequent events have been evaluated and is effective immediately for financial statements that are issued or available to be issued.

66

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.     Investments

Investments consist of the following:

April 30,2010

2009(In thousands)Short-term investments:Held-to-maturity securities:Pre-refunded municipal bond

$


$
2,029U.S. Treasury bills


135,770


19,494Total short-term investments

$
135,770

$
21,523Long-term investments:Available-for-sale securities:Auction rate securities

$
6,515

$
7,156Total long-term investments

$
6,515

$
7,156




As of April 30, 2010 and 2009, the balance of held-to-maturity securities consisted of a
pre-refunded municipal bond and U.S. Treasury bills. Pre-refunded municipal bonds are created when
municipalities issue new debt to refinance debt issued when interest rates were higher. Once the refinancing is completed, the issuer uses the proceeds to purchase U.S. Treasury securities or state
and local government securities and places these securities in an escrow account. These proceeds are then used to pay interest and principal on the original debt until the bond is called. Interest
earned from these investments is recorded in interest income.

The
amortized cost, gross unrealized losses, and estimated fair value of the held-to-maturity investments as of April 30, is as follows (in thousands):

2010

2009Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
ValuePre-refunded municipal bond

$


$


$


$


$
2,029

$
5

$


$
2,034U.S. Treasury bills


135,770


5


(3
)

135,772


19,494


5





19,499Total held-to-maturity investments

$
135,770

$
5

$
(3
)
$
135,772

$
21,523

$
10

$


$
21,533


The
amortized cost and fair value of the Company's held-to-maturity securities by contractual maturity at April 30, 2010, are as follows:

Cost

Fair ValueDue within one year

$
135,770

$
135,772Total

$
135,770

$
135,772


67

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)



As of April 30, 2010 and 2009, the entire balance of available-for-sale securities consisted of four
investment grade auction rate municipal bonds with maturities ranging from 9 to 24 years. These investments have characteristics similar to short-term investments, because at
pre-determined intervals, generally ranging from 30 to 35 days, there is a new auction process at which the interest rates for these securities are reset to current interest rates.
At the end of such period, the Company chooses to roll-over its holdings or redeem the investments for cash. A market maker facilitates the redemption of the securities and the underlying
issuers are not required to redeem the investment within 365 days. Interest earned from these investments is recorded in interest income.

During
the fourth quarter of the fiscal year ended April 30, 2008, the Company began experiencing failed auctions on some of its auction rate securities. A failed auction occurs
when a buyer for the securities cannot be obtained and the market maker does not buy the security for its own account. The Company continues to earn interest on the investments that failed to settle
at auction, at the maximum contractual rate until the next auction occurs. In the event the Company needs to access funds invested in these auction rate securities, the Company may not be able to
liquidate these securities at the fair
value recorded on April 30, 2010 until a future auction of these securities is successful or a buyer is found outside of the auction process.

As
a result of the failed auctions, the fair values of these securities are estimated utilizing a discounted cash flow analysis as of April 30, 2010 and 2009. The analysis
considers, among other items, the collateralization underlying the security investments, the creditworthiness of the counterparty, the timing of expected future cash flows, and the expectation of the
next time the security is expected to have a successful auction.

Based
on the Company's ability to access its cash and cash equivalents, expected operating cash flows, and other sources of cash, the Company does not anticipate the current lack of
liquidity on these investments will affect its ability to operate the business in the ordinary course. The Company believes the current lack of liquidity of these investments is temporary and expects
that the securities will be redeemed or refinanced at some point in the future. The Company will continue to monitor the value of its auction rate securities at each reporting period for a possible
impairment if a decline in fair value occurs. The auction rate securities have been in an unrealized loss position for more than 12 months. The Company has the ability and the intent to hold
these investments until a recovery of fair value, which may be maturity and as of April 30, 2010, it did not consider these investments to be other-than-temporarily
impaired.

The
amortized cost, gross unrealized losses, and estimated fair value of the available-for-sale investments is as follows (in thousands):

April 30,2010

2009Auction rate securitiesAmortized cost

$
7,775

$
8,050Gross unrealized gains





Gross unrealized losses


(1,260
)

(894
)Fair value

$
6,515

$
7,156


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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The
amortized cost and fair value of the Company's auction rate securities by contractual maturity at April 30, 2010 are as follows (in thousands):

Cost

Fair ValueDue after five through 10 years

$
1,450

$
1,242Due after 10 years


6,325


5,273Total

$
7,775

$
6,515


3.     Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for
the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:



The
Company's financial assets measured at fair value on a recurring basis at April 30, 2010, were as follows (in thousands):

Fair Value Measurement UsingDescription

Quoted prices in
active markets for
identical assets
(Level 1)

Significant
other
observable
inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)

TotalCash and cash equivalents

$
28,665

$


$


$
28,665Auction rate securities








6,515


6,515Total

$
28,665

$


$
6,515

$
35,180


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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The
following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis in the table above that used significant
unobservable inputs (Level 3) (in thousands):

Fair Value
Measurements Using
Significant
Unobservable Inputs
(Level 3)Description

Auction Rate SecuritiesBalance at May 1, 2009

$
7,156Transfers to Level 3


Total losses (realized or unrealized)Included in earnings


Included in other comprehensive income


(366
)Purchases, issuances and settlements, net


(275
)Balance at April 30, 2010

$
6,515The amount of total gains or (losses) for the period included in earnings (or change in net assets) attributable to the change in unrealized gains or
losses relating to assets still held at April 30, 2010

$



The
auction rate securities are valued using a discounted cash flow model. The analysis considers, among other items, the collateralization underlying the security investments, the
creditworthiness of the
counterparty, the timing of expected future cash flows, and the expectation of the next time the security is expected to have a successful auction.

4.     Inventories, net

Inventories consist of the following:

April 30,2010

2009(In thousands)Raw materials

$
6,629

$
6,055Work in process


6,336


2,351Finished goods


9,154


4,585Inventories, gross


22,119


12,991Reserve for inventory obsolescence


(1,191
)

(1,389
)Inventories, net

$
20,928

$
11,602


70

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.     Property and Equipment, net

Property and equipment consist of the following:

April 30,2010

2009(In thousands)Leasehold improvements

$
7,804

$
6,709Machinery and equipment


25,512


18,183Furniture and fixtures


2,164


2,047Computer equipment and software


7,197


6,012Construction in process


2,347


1,961Property and equipment, gross


45,024


34,912Less accumulated depreciation and amortization


(24,999
)

(16,694
)Property and equipment, net

$
20,025

$
18,218


6.     Warranty Reserves

Warranty reserve activity is summarized as follows:

April 30,2010

2009(In thousands)Beginning balance

$
523

$
344Warranty expense


1,512


1,182Warranty costs incurred


(1,231
)

(1,003
)Ending balance

$
804

$
523


7.     Employee Savings Plan

The Company has an employee 401(k) savings plan covering all eligible employees. The Company expensed approximately $1,995,000, $1,790,000 and $1,392,000 in
contributions to the plan for the years ended April 30, 2010, 2009 and 2008, respectively.

8.     Stock-Based Compensation

For the years ended April 30, 2010, 2009 and 2008, the Company recorded stock-based compensation expense of approximately $1,654,000, $926,000 and
$490,000, respectively.

On
January 14, 2007, the stockholders of the Company approved the 2006 Equity Incentive Plan, or 2006 Plan, effective January 21, 2007, for officers, directors, key
employees and consultants. Under the 2006 Plan, incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation right awards, performance share awards, performance
stock unit awards, dividend equivalents awards, stock payment awards, deferred stock awards, restricted stock unit awards, other stock-based awards, performance bonus awards or performance-based
awards may be granted at the discretion of a committee, which consists of outside directors. A maximum of 3,684,157 shares of stock may be issued pursuant to awards under the 2006 Plan. The maximum
number of shares of common stock with respect to one or more awards that may be granted to any one participant during any twelve month period is 950,000. A maximum of $9,500,000 may be paid in cash as
a performance-based award.

71

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The
exercise price for any incentive stock option shall not be less than 100% of the fair market value on the date of grant. Vesting of awards is established at the time of grant.

The
Company had an equity incentive plan, or 2002 Plan, for officers, directors and key employees. Under the 2002 Plan, incentive stock options or nonqualified stock options were
granted, as determined by the administrator at the time of grant. Stock purchase rights were also granted under the 2002 Plan. Options under the 2002 Plan were granted at their fair market value (as
determined by the board of directors). The options become exercisable at various times over a five-year period from the grant date. The 2002 Plan was terminated on the effective date of
the 2006 Plan. Awards outstanding under the 2002 Plan remain outstanding and exercisable; no additional awards may be made under the 2002 Plan.

The
Company had a 1992 nonqualified stock option plan, or 1992 Plan, for certain officers and key employees. Options under the 1992 Plan were granted at their fair market value (as
determined by the board of directors) at the date of grant and became exercisable at various times over a five-year period from the grant date. The 1992 Plan expired in August 2002.

The
Company had a 1994 nonqualified stock option plan, or 1994 Directors' Plan, for the directors of the Company. Options under the 1994 Directors' Plan were granted at their fair market
value (as determined by the board of directors) at the date of grant and became exercisable on the date of grant. The 1994 Directors' Plan expired in June 2004.

The
fair value of stock options granted was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions for the years ended
April 30, 2010, 2009 and 2008:

Year Ended April 30,2010

2009

2008Expected term (in years)


5.00


5.84


6.50Expected volatility


24.16
%

20.83
%

19.50
%Risk-free interest rate


2.43
%

2.33
%

4.60
%Expected dividend








Weighted average fair value at grant date

$
6.44

$
6.66

$
7.49


The
expected term of stock options represents the weighted average period the Company expects the stock options to remain outstanding, based on the Company's historical exercise and
post-vesting cancellation experience and the remaining contractual life of its outstanding options.

The
expected volatility is based on peer group volatility in the absence of historical market data for the Company's stock. The peer group volatility was derived based on historical
volatility of a comparable peer group index consisting of companies operating in a similar industry.

The
risk free interest rate is based on the implied yield on a U.S. Treasury zero-coupon bond with a remaining term that approximates the expected term of the option.

The
expected dividend yield of zero reflects that the Company has not paid any cash dividends since inception and does not anticipate paying cash dividends in the foreseeable future.

72

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Information
related to the stock option plans at April 30, 2010, 2009 and 2008, and for the years then ended is as follows:

2006 Plan

2002 Plan

1994 Directors' Plan

1992 PlanShares

Weighted
Average
Exercise
Price

Shares

Weighted
Average
Exercise
Price

Shares

Weighted
Average
Exercise
Price

Shares

Weighted
Average
Exercise
PriceOutstanding at April 30, 2007




$



1,532,423

$
1.95


35,189

$
0.59


1,941,706

$
0.55Options granted


386,310


21.90

















Options exercised








(388,087
)

1.12


(35,189
)

0.59


(1,314,811
)

0.58Options canceled


(7,000
)

24.09


(66,859
)

2.76











Outstanding at April 30, 2008


379,310


21.86


1,077,477


2.20








626,895


0.49Options granted


160,000


25.34

















Options exercised


(20,100
)

21.35


(445,606
)

1.13








(224,731
)

0.51Options canceled


(22,000
)

22.27


(48,563
)

2.66











Outstanding at April 30, 2009


497,210


22.98


583,308


2.97








402,164


0.48Options granted


75,000


24.68

















Options exercised


(18,800
)

20.76


(171,169
)

2.55








(15,164
)

0.59Options canceled


(60,200
)

22.71


(7,038
)

5.99











Outstanding at April 30, 2010


493,210

$
23.36


405,101

$
3.10








387,000

$
0.48Options exercisable at April 30, 2010


145,324

$
22.87


312,201

$
2.23

$


$



387,000

$
0.48


The total intrinsic value of all options exercised during the years ended April 30, 2010, 2009 and 2008 was approximately $5,581,000,
$21,177,000, and $35,874,000. The intrinsic value of all options outstanding at April 30, 2010 and 2009 was $21,046,000 and $22,218,000, respectively. The intrinsic value of all exercisable
options at April 30, 2010 and 2009, was $17,971,000 and $16,921,000, respectively.

A
summary of the status of the Company's non-vested stock options as of April 30, 2010 and the year then ended is as follows:

Non-vested Options

Shares

Weighted
Average
Grant Date
Fair ValueNon-vested at April 30, 2009


678,871

$
6.82Granted


75,000


6.44Cancelled


(67,238
)

6.94Vested


(245,847
)

6.66Non-vested at April 30, 2010


440,786

$
6.78


As
of April 30, 2010, there was approximately $5,743,000 of total unrecognized compensation cost related to non-vested share-based compensation awards granted under
the equity plans. That cost is expected to be recognized over an approximately five-year period or a weighted average period of approximately four years.

73

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The
weighted average fair value of options issued for the years ended April 30, 2010, 2009 and 2008 was $6.44, $6.66 and $7.49, respectively. The total fair value of shares
vesting during the years ended April 30, 2010, 2009 and 2008 was $780,000, $637,000 and $94,000, respectively.

Proceeds
from all option exercises under all stock option plans for the years ended April 30, 2010, 2009 and 2008 were approximately $836,000, $1,049,000 and $1,209,000,
respectively. The tax benefit realized from stock-based compensation during the years ended April 30, 2010, 2009 and 2008 was approximately $3,010,000, $12,004,000, and $10,813,000,
respectively.

The
following tabulation summarizes certain information concerning outstanding and exercisable options at April 30, 2010:

Options OutstandingWeighted
Average
Remaining
Contractual
Life In
Years



Options ExercisableRange of Exercise Prices

As of
April 30,
2010

Weighted
Average
Exercise
Price

As of
April 30,
2010

Weighted
Average
Exercise
Price$            0.37


197,595


3.49

$
0.37


197,595

$
0.370.59


189,405


9.54


0.59


189,405


0.590.64-0.78


207,715


3.15


0.73


207,715


0.732.13


126,698


5.47


2.13


71,096


2.1311.79


70,688


6.17


11.79


33,390


11.7919.76-24.09


431,210


7.96


22.13


134,324


22.1131.15-32.19


62,000


8.49


31.94


11,000


32.19$  0.37-32.19


1,285,311


6.41

$
10.08


844,525

$
4.98


The
remaining weighted average contractual life of exercisable options at April 30, 2010 was 5.77 years.

Information
related to the Company's restricted stock awards at April 30, 2010 and for the year then ended is as follows:

2006 PlanShares

Weighted
Average
Grant Date
Fair ValueUnvested stock at April 30, 2009


166,000

$
24.18Stock granted


63,000


25.04Stock vested


(32,200
)

24.25Stock canceled


(6,200
)

26.90Unvested stock at April 30, 2010


190,600

$
24.36


74

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.     Income Taxes

A reconciliation of income tax expense computed using the U.S. federal statutory rates to actual income tax expense is as follows:

Year Ended April 30,2010

2009

2008U.S. federal statutory income tax rate


35.0
%

35.0
%

35.0
%State and local income taxes, net of federal benefit


1.9


2.2


3.8R&D credits


(2.3
)

(7.6
)

(2.1
)Other


(3.5
)

(1.3
)

(3.0
)Effective income tax rate


31.1
%

28.3
%

33.7
%


The
components of the provision for income taxes are as follows (in thousands):

Year ended April 30,2010

2009

2008Current:Federal

$
8,663

$
13,793

$
11,382State


1,229


471


2,5759,892


14,264


13,957Deferred:Federal


492


(2,105
)

(2,394
)State


(900
)

(2,600
)

(710
)Foreign


(105
)




(513
)

(4,705
)

(3,104
)Change in valuation allowance


(13
)

(7
)

Total income tax expense

$
9,366

$
9,552

$
10,853


75

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Significant
components of the Company's deferred income tax assets are as follows (in thousands):

April 30,2010

2009Deferred income tax assets:Book over tax depreciation

$
567

$
Accrued expenses


4,991


4,468Allowances, reserves, and other


1,330


1,072Capital loss and credit carry-forwards


3,357


4,925Unrealized loss on securities


521


38110,766


10,846Less: valuation allowance


(63
)

(76
)Total deferred income tax assets, net


10,703


10,770Deferred income tax liabilities:Tax over book depreciation





(463
)Total deferred income tax liabilities





(463
)Net deferred tax assets

$
10,703

$
10,307


At
April 30, 2010 and 2009, the Company had approximately $5,052,000 and $5,663,000, respectively, of unrecognized tax benefits all of which would impact the Company's effective
tax rate if recognized. The Company estimates that $2,021,000 of its unrecognized tax benefits will decrease in the next twelve months due to statute of limitation expiration.

The
following table summarizes the activity related to our gross unrecognized tax benefits for the years ended April 30, 2010 and 2009 (in thousands):

April 30,2010

2009Balance as of May 1

$
5,663

$
5,784Increases related to prior year tax positions


123


619Decreases related to prior year tax positions


(406
)

(491
)Increases related to current year tax positions


927


1,028Decreases related to lapsing of statute of limitations


(1,255
)

(1,277
)Balance as of April 30

$
5,052

$
5,663


The
Company records interest and penalties on uncertain tax positions to income tax expense. As of April 30, 2010 and April 30, 2009, the Company had accrued approximately
$710,000 and $711,000, respectively, of interest and penalties related to uncertain tax positions. The Company is currently under audit by various state jurisdictions but does not anticipate any
material adjustments from these examinations. The tax years 2007 and 2009 remain open to examination by the IRS for federal income taxes. The tax years 2005 to 2009 remain open for major state taxing
jurisdictions.

10.   Related Party Transactions

Pursuant to a consulting agreement, the Company paid a board member approximately $222,000, $216,000 and $236,000 during the years ended April 30, 2010,
2009 and 2008, respectively, for

76

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

consulting
services independent of his board service. The agreement stipulates the payment of approximately $16,000 plus expenses per month, in exchange for consulting services.

During
the year ended April 30, 2010, the Company made an equipment sale in the amount of $1,705,000 to a customer with a common board member. There were no sales to this customer
during the years ended April 30, 2009 and 2008. As of April 30, 2010 there was no trade receivable due from this customer.

11.   Commitments and Contingencies



The Company's operations are conducted in leased facilities. Following is a summary of non-cancelable operating lease
commitments:

Year ending
April 30(In thousands)2011

$
3,0182012


2,5392013


1,8242014


1,7132015


427Thereafter


$
9,521


Rental
expense under operating leases was approximately $3,660,000, $3,348,000 and $2,978,000 for the years ended April 30, 2010, 2009 and 2008, respectively.



The Company is subject to legal proceedings and claims which arise out of the ordinary course of its business. Although adverse
decisions or settlements may occur, the Company, in consultation with legal counsel, believes that the final disposition of such matters will not have a material adverse effect on the consolidated
financial position, results of operations or cash flows of the Company.



Payments to the Company on government cost reimbursable contracts are based on provisional, or estimated indirect rates, which are
subject to an annual audit by the Defense Contract Audit Agency, or DCAA. The cost audits result in the negotiation and determination of the final indirect cost rates that the Company may use for the
period(s) audited. The final rates, if different from the provisional rates, may create an additional receivable or liability for the Company.

For
example, during the course of its audits, the DCAA may question the Company's incurred costs, and if the DCAA believes the Company has accounted for such costs in a manner
inconsistent with the requirements under Federal Acquisition Regulations, or FAR, the DCAA auditor may recommend to the Company's administrative contracting officer to disallow such costs.
Historically, the Company has not experienced material disallowed costs as a result of government audits. However, the Company can provide no assurance that the DCAA or other government audits will
not result in material disallowances for incurred costs in the future.

77

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The
Company's revenue recognition policy calls for revenue recognized on all cost reimbursable government contracts to be recorded at actual rates unless collectability is not reasonably
assured.

12.   Segment Data

The Company's product segments are as follows:



The
accounting policies of the segments are the same as those described in Note 1, "Organization and Significant Accounting Policies." The operating segments do not make sales to
each other. Depreciation and amortization related to the manufacturing of goods is included in gross margin for the segments. The Company does not discretely allocate assets to its operating segments,
nor does the CODM evaluate operating segments using discrete asset information. Consequently, the Company operates its financial systems as a single segment for accounting and control purposes,
maintains a single indirect rate structure across all segments, has no inter-segment sales or corporate elimination transactions, and maintains only limited financial statement information by segment.

The
segment results are as follows (in thousands):

Year Ended April 30,2010

2009

2008Revenue:UAS

$
224,179

$
211,364

$
186,615EES


25,339


36,298


29,131Total


249,518


247,662


215,746Gross margin:UAS


85,157


70,968


68,598EES


11,669


17,629


9,949Total


96,826


88,597


78,547Selling, general and administrative


42,429


34,246


33,662Research and development


24,510


21,798


16,441Income from operations


29,887


32,553


28,444Interest income


195


1,244


3,795Income before income taxes

$
30,082

$
33,797

$
32,239




Sales to non-U.S. customers accounted for 7.0%, 7.0% and 6.1% of revenue for the fiscal years ended April 30, 2010,
2009 and 2008, respectively.

78

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Table of Contents

AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13.  Quarterly Results of Operations (Unaudited)

The following tables present selected unaudited consolidated financial data for each of the eight quarters in the two-year period ended
April 30, 2010. In the Company's opinion, this unaudited information has been prepared on the same basis as the audited information and includes all adjustments (consisting of only normal
recurring adjustments) necessary for a fair statement of the financial information for the period presented. The Company's fiscal year ends on April 30. Due to the fixed year end date of
April 30, the first and fourth quarters each consist of approximately 13 weeks. The second and third quarters each consist of 13 weeks. The first three quarters end on a Saturday.

Three Months EndedAugust 1,
2009

October 31,
2009

January 30,
2010

April 30,
2010(In thousands except per share data)Year ended April 30, 2010Revenue

$
37,940

$
51,367

$
60,861

$
99,350Gross margin

$
10,715

$
19,649

$
23,481

$
42,981Net (loss) income

$
(3,587
)
$
2,216

$
6,515

$
15,572Net (loss) income per sharebasic(1)

$
(0.17
)
$
0.10

$
0.30

$
0.72Net (loss) income per sharediluted

$
(0.17
)
$
0.10

$
0.30

$
0.71




Three Months EndedAugust 2,
2008

November 1,
2008

January 31,
2009

April 30,
2009(In thousands except per share data)Year ended April 30, 2009Revenue

$
53,613

$
65,779

$
52,225

$
76,045Gross margin

$
20,583

$
24,987

$
16,677

$
26,350Net income

$
4,809

$
9,059

$
4,541

$
5,836Net income per sharebasic(1)

$
0.23

$
0.43

$
0.21

$
0.27Net income per sharediluted

$
0.22

$
0.41

$
0.21

$
0.27


---

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Table of Contents

SUPPLEMENTARY DATA  SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS

AdditionsDescription

Balance at
Beginning
of Period

Charged to
Costs and
Expenses

Charged to
Other
Accounts

Deductions

Balance at
End of
Period(In thousands)Allowance for doubtful accounts for the year ended April 30:2008

$
149

$
71

$


$


$
2202009

$
220

$
183

$


$
(112
)
$
2912010

$
291

$
601

$


$
(147
)
$
745Warranty reserve for the year ended April 30:2008

$
263

$
844

$


$
(763
)
$
3442009

$
344

$
1,182

$


$
(1,003
)
$
5232010

$
523

$
1,512

$


$
(1,231
)
$
804Reserve for inventory excess and obsolescence for the year ended April 30:2008

$
1,138

$
455

$


$
(52
)
$
1,5412009

$
1,541

$
491

$


$
(643
)
$
1,3892010

$
1,389

$
434

$


$
(632
)
$
1,191Reserve for self-insured medical claims for the year ended April 30:2008

$
200

$
3,246

$


$
(3,047
)
$
3992009

$
399

$
3,758

$


$
(3,477
)
$
6802010

$
680

$
5,170

$


$
(4,836
)
$
1,014


80

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Table of Contents

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A.    Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by
Rule 13a-15(b) under the Exchange Act, we have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial
Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and were operating at a reasonable level.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our
principal executive and principal financial officers and effected by our board of directors, management and other personnel, 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 and includes those policies and procedures
that:



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under
the supervision and with the participation of management, including our principal executive and financial officers, we assessed our internal control over financial reporting as of
April 30, 2010, based on criteria for effective internal control over financial reporting established inInternal ControlIntegrated
Framework, issued by the Committee of Sponsoring Organizations of the Treadway

81

---



Table of Contents

Commission
(COSO). Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of April 30, 2010 based on the specified
criteria.

The
effectiveness of our internal control over financial reporting as of April 30, 2010 has been audited by Ernst & Young LLP, an independent registered public
accounting firm, as stated in their report which is included herein.

Item 9B.    Other Information.

None.

82

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The
Board of Directors and Stockholders of AeroVironment, Inc. and Subsidiaries

We
have audited AeroVironment Inc.'s internal control over financial reporting as of April 30, 2010, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). AeroVironment Inc.'s management is responsible for
maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, AeroVironment, Inc. maintained, in all material respects, effective internal control over financial reporting as of April 30, 2010, based on the COSO
criteria.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of AeroVironment, Inc. and
subsidiaries as of April 30, 2010 and 2009, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended
April 30, 2010 of AeroVironment, Inc. and subsidiaries and our report dated June 24, 2010 expressed an unqualified opinion thereon.



Los
Angeles, California
June 24, 2010

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PART III

Item 10.    Directors, Executive Officers, and Corporate Governance.

Certain information required by Item 401 and Item 405 of Regulation S-K will be included in the Proxy
Statement for our 2010 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

Codes of Ethics

We have adopted a Code of Business Conduct and Ethics, or Code of Conduct. The Code of Conduct is posted on our website,
http://investor.avinc.com. We intend to disclose on our website any amendments to, or waivers of, the Code of Conduct covering our Chief Executive Officer, Chief Financial Officer and/or Controller
promptly following the date of such amendments or waivers. A copy of the Code of Conduct may be obtained upon request, without charge, by contacting our Secretary at (626) 357-9983
or by writing to us at AeroVironment, Inc., Attn: Secretary, 181 W. Huntington Dr., Suite 202, Monrovia, CA 91016. The information contained or connected to our website is not
incorporated by reference into this annual report on Form 10-K and should not be considered part of this or any reported filed with the SEC.

No
family relationships exist among any of our executive officers or directors.

There
have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

The
information required by Item 407(d)(4) and (d)(5) of Regulation S-K will be included in the Proxy Statement for our 2010 Annual Meeting of Stockholders, and
that information is incorporated by reference herein.

Item 11.    Executive Compensation.

The information required by Item 402 and Item 407(e)(4) and (5) of Regulation S-K will be
included in the Proxy Statement for our 2010 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

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

The information required by Item 201(d) and Item 403 of Regulation S-K will be included in the Proxy
Statement for our 2010 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

Item 13.    Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 404 and Item 407(a) of Regulation S-K will be included in the Proxy
Statement for our 2010 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

Item 14.    Principal Accounting Fees and Services.

The information required by Item 14 will be included in the Proxy Statement for our 2010 Annual Meeting of Stockholders, and
that information is incorporated by reference herein.

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Table of Contents

PART IV

Item 15.    Exhibits, Financial Statement Schedules.



The following consolidated financial statements are included in Item 8:



The following Schedule is included in Item 8:



All
other schedules have been omitted since the required information is not present, or not present in amounts sufficient to require submission of the schedule, or because the
information required is included in the consolidated financial statements or the Notes thereto.

ExhibitsSee
Item 15(b) of this report below.

Exhibit
Number

Exhibit3.1(1)

Amended and Restated Certificate of Incorporation of AeroVironment, Inc.3.3(2)

Second Amended and Restated Bylaws of AeroVironment, Inc.4.1(3)

Form of AeroVironment, Inc.'s Common Stock Certificate10.1#(3)

Form of Director and Executive Officer Indemnification Agreement10.2#(3)

AeroVironment, Inc. Nonqualified Stock Option Plan10.3#(3)

Form of Nonqualified Stock Option Agreement pursuant to the AeroVironment, Inc. Nonqualified Stock Option Plan10.4#(3)

AeroVironment, Inc. Directors' Nonqualified Stock Option Plan10.5#(3)

Form of Directors' Nonqualified Stock Option Agreement pursuant to the AeroVironment, Inc. Directors' Nonqualified Stock Option Plan10.6#(3)

AeroVironment, Inc. 2002 Equity Incentive Plan10.7#(3)

Form of AeroVironment, Inc. 2002 Equity Incentive Plan Stock Option Agreement10.8#(3)

AeroVironment, Inc. 2006 Equity Incentive Plan10.9#(3)

Form of Stock Option Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan10.10#(3)

Form of Performance Based Bonus Award pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan10.11(3)

Sublease Agreement, dated February 17, 2005, among AeroVironment, Inc., L-3 Communications Corporation and Thermotrex Corporation, for the property located at 900 Enchanted Way, Simi Valley, California
93065


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Table of Contents

Exhibit
Number

Exhibit10.12(3)

Standard Industrial/Commercial Single-Tenant Lease, dated August 8, 2005, between AeroVironment, Inc. and FKT Associates, for the property located at 1960 Walker Ave., Monrovia, California 9101610.13(5)

Standard Industrial/Commercial Single-Tenant Lease, dated February 12, 2007, between AeroVironment, Inc. and OMP Industrial Moreland, LLC, for the property located at 85 Moreland Road, Simi Valley,
California, including the addendum thereto.10.14(6)

Standard Industrial/Commercial Single-Tenant Lease, dated March 3, 2008, between AeroVironment, Inc. and Hillside Associates III, LLC, for the property located at 900 Enchanted Way, Simi Valley, California,
including the addendum thereto.10.15(6)

Standard Industrial/Commercial Single-Tenant Lease, dated April 21, 2008, between AeroVironment, Inc. and Hillside Associates II, LLC, for the property located at 994 Flower Glen Street, Simi Valley,
California, including the addendum thereto.10.16(3)

AV Direct Project Request, dated July 7, 2005, between AeroVironment, Inc. and Marine Corps System Command10.17(3)

Award Contract, dated December 22, 2005, between AeroVironment, Inc. and Marine Corps System Command10.18(7)

Award Contract, dated August 15, 2005, between AeroVironment, Inc. and U.S. Army Aviation & Missile Command10.19(3)

Award Contract, dated September 21, 2004, between AeroVironment, Inc. and Natick Contracting Division10.20(3)

Award Contract, dated January 2, 2004, between AeroVironment, Inc. and U.S. Army Aviation & Missile Command10.21(8)

Award Contract, dated September 24, 2007, between AeroVironment, Inc. and United States Special Operations Command, as amended.10.22(9)

Award Contract, dated December 22, 2006, between AeroVironment, Inc. and the United States Air Force/Air Force Research Laboratory, Aeronautical Systems Center, as amended.10.23#(2)

Standard Consulting Agreement, dated November 1, 2008, between AeroVironment, Inc. and Charles R. Holland10.24(10)

Amendment No. 2 to Standard Consulting Agreement, dated December 17, 2009, between AeroVironment, Inc. and Charles R. Holland10.25(10)

Task Order #FY-10-001, dated December 17, 2009, between AeroVironment, Inc. and Charles R. Holland.10.26#(3)

Retiree Medical Plan10.27(7)

Award Contract, dated June 30, 2008, between AeroVironment, Inc. and United States Special Operations Command, as amended.21.1

Subsidiaries of AeroVironment, Inc.23.1

Consent of Ernst & Young LLP, independent registered public accounting firm24.1

Power of Attorney (incorporated by reference to the signature page of this report on Form 10-K)31.1

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 193431.2

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 193432.1

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

AEROVIRONMENT, INC.Date: June 24, 2010



/s/ TIMOTHY E. CONVERBy:

Timothy E. ConverIts:

Chairman, Chief Executive Officer and President
(Principal Executive Officer)


KNOW
ALL PERSONS BY THESE PRESENTS, that each of the persons whose signature appears below hereby constitutes and appoints Timothy E. Conver and Jikun Kim, each of them acting
individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on
Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as
fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures as they may be signed by our said attorney-in-fact and any
and all amendments to this Annual Report on Form 10-K.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

Name

Title

Date/s/ TIMOTHY E. CONVER Timothy E. Conver

Chairman, President and Chief
Executive Officer and Director
(Principal Executive Officer)

June 24, 2010/s/ JIKUN KIM Jikun Kim

Chief Financial Officer (Principal
Financial and Accounting Officer)

June 24, 2010/s/ JOSEPH F. ALIBRANDI Joseph F. Alibrandi

Director

June 24, 2010/s/ KENNETH R. BAKER Kenneth R. Baker

Director

June 24, 2010/s/ ARNOLD L. FISHMAN Arnold L. Fishman

Director

June 24, 2010/s/ CHARLES R. HOLLAND Charles R. Holland

Director

June 24, 2010


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