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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    July 2,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File Number
    001-33278
  AVIAT NETWORKS, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

20-5961564(I.R.S. Employer
    Identification No.)5200 Great American Parkway
    Santa Clara, CA 95054(Address of principal
    executive offices)

95054(Zip
    Code)   Registrants telephone number, including area code:
    (408) 567-7000
  HARRIS STRATEX NETWORKS, INC.
    637 Davis DriveMorrisville, North Carolina 27560 (Former name, former
    address and former fiscal year, if changed since last
    report)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share

The NASDAQ Global Market   Securities registered pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ




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Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





AVIAT
    NETWORKS, INC.
  ANNUAL
    REPORT ON
    FORM 10-K
  For the
    Fiscal Year Ended July 2, 2010
  Table of
    Contents
   
 PART I


5Item 1.

Business


5Item 1A.

Risk Factors


15Item 1B.

Unresolved Staff Comments


25Item 2.

Properties


25Item 3.

Legal Proceedings


26Item 4.

Removed and Reserved


28PART II


28Item 5.

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


28Item 6.

Selected Financial Data


30Item 7.

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


31Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


52Item 8.

Financial Statements and Supplementary Data


53Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


102Item 9A.

Controls and Procedures


102Item 9B.

Other Information


102PART III


102Item 10.

Directors, Executive Officers and Corporate
    Governance


103Item 11.

Executive Compensation


103Item 12.

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


103Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


103Item 14.

Principal Accountant Fees and Services


104PART IV


104Item 15.

Exhibits and Financial Statement Schedules


104SIGNATURES


108EX-4.1.1EX-10.19.1EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   2




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CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K,
    
    continued weakness in the global economy affecting customer
    spending;
    continued price erosion as a result of increased competition
    in the microwave transmission industry;
    the impact of the volume, timing and customer, product and
    geographic mix of our product orders may have an impact on our
    operating results;
    our ability to maintain projected product rollouts, product
    functionality, anticipated cost reductions or market acceptance
    of planned products;
    retention of our key personnel;
    our ability to achieve business plans for Aviat Networks;
    our ability to manage and maintain key customer
    relationships;
    uncertain economic conditions in the telecommunications
    sector combined with operator and supplier consolidation;
    our future litigation costs and expenses;
    the ability of our subcontractors to perform or our key
    suppliers to manufacture or deliver material;
    the timing of our receipt of payment for products or services
    from our customers;
    our failure to protect our intellectual property rights or
    defend against intellectual property infringement claims by
    others;
    the effects of currency and interest rate risks; and
    the impact of political, economic and geographic risks on
    international sales. 3




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Form 10-K Form 10-K.
  Form 10-K. Form 10-K
 4




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PART I  Item 1.
    Business  Form 10-K.
    (408) 567-7000.
  Recent
    Developments
      Overview
    and Description of Business by Segment
  point-to-point point-to-multipoint 802.16d-2004 16e-2005
  North
    America Segment
   5




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##### Table of Contents



International
    Segment
  21st-century
    Industry
    Background
      
    Global wireless subscriber growth and introduction of new
    broadband mobile services.  The number of global
    wireless subscribers and minutes of use per subscriber are
    expected by industry analysts to continue to increase. The
    primary drivers include increased subscription and dramatic
    growth in demand for mobile broadband data services facilitated
    by the introduction of new data-driven smartphones like the
    iPhone and the Droid. These third-generation, or 3G,
    data applications are now widely available in developed
    countries, which has fueled an acceleration of data usage. New
    mobile standards now being deployed, including High Speed Packet
    Access (HSPA) and mobile WiMAX, will further increase the demand
    for mobile data. We believe that growth as a result of new data
    services will continue for the next several years and persist
    with the introduction of the next generation of radio
    technologies, referred to as 4G or LTE for mobile
    networks starting in 2011. These developments are driving many
    operators to upgrade their backhaul networks to 100% Internet
    Protocol, or
    IP-based,
    from the current traditional time-division multiplexing
    (TDM) networks in order to provide higher network
    capacity and increased flexibility at a lower overall operating
    cost.
    Broadband Stimulus.  The American Recovery and
    Reinvestment Act (ARRA), widely known as the
    stimulus bill, allocates $7.2 billion in grant and loan
    funding for broadband/wireless initiatives for rural unserved
    and underserved geographies across the country. This funding is
    available to a wide variety of organizations to purchase and
    implement network infrastructure and services to improve
    broadband coverage. Aggressive stimulus timelines, combined with
    the rural-focus of stimulus projects may drive 6




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increasing demand for wireless technologies including
    point-to-point microwave systems and point-to-multipoint WiMax.
    Other countries, such as Australia, are also implementing
    broadband programs with government funding to simultaneously
    develop rural broadband services and stimulate local economies.  Smart Grid.
  
    Increased establishment of mobile and fixed wireless
    telecommunications infrastructures in developing
    countries.In many places, telecommunications
    services are inadequate or unreliable because of the lack of
    existing infrastructure. To service providers in developing
    countries seeking to increase the availability and quality of
    telecommunications and Internet access services, wireless
    solutions are an attractive alternative to the construction or
    leasing of wireline networks, given their relatively low cost
    and ease of deployment. As a result, there has been an increased
    establishment of mobile and fixed wireless telecommunications
    infrastructures in developing countries. Emerging
    telecommunications markets in Africa, Asia, the Middle East,
    Latin America and Eastern Europe are characterized by a need to
    build out basic telecommunications systems. We believe that
    WiMAX will play a key role in bringing broadband services to
    these countries which lack sufficient existing telecom
    infrastructure. Mobile operators are also looking at WiMAX
    deployments to augment or leverage their existing national
    networks to add new premium broadband residential and business
    customers to increase subscriber base and boost their average
    revenue per user.
    Global deregulation of telecommunications market and
    allocation of radio frequencies for broadband wireless
    access.Regulatory authorities typically allocate
    different portions of the radio frequency spectrum for various
    telecommunications services. Many countries have privatized the
    state-owned telecommunications monopoly and have opened their
    markets to competitive network service providers. Often these
    providers choose a wireless transmission service, which causes
    an increase in the demand for transmission solutions. Such
    global deregulation of the telecommunications market and the
    related allocation of radio frequencies for broadband wireless
    access transmission have led to increased competition to supply
    wireless-based transmission systems. Many governments and
    regulatory agencies around the world also are examining or are
    in the process of introducing new spectrum band licenses for the
    deployment of broadband services using WiMAX.  Recent
    Trends and Developments in the Industry
    
    continuing fixed-line to mobile-line substitution;
    the migration of existing telecommunications network
    infrastructure from legacy TDM technologies such as Synchronous
    Digital Hierarchy (SDH)/Synchronous Optical
    Networking (SONET) to high speed packet-based
    networks such as Ethernet/Internet Protocol
    (IP)/Multiprotocol Label Switching
    (MPLS), etc. This migration is moving faster in some
    sectors, such as mobile networks, than others, but is a clear
    trend for the future that will drive significant network
    upgrades over the next three to five years;
    private networks and public telecommunications operators
    building high-reliability, high-bandwidth networks that are more
    secure and better protected against natural and man-made
    disasters;
    increase in global wireless subscribers; and   7




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Strategy
            Products
    and Solutions
    
    Broad product and solution portfolio.  We offer
    a comprehensive suite of wireless systems for 4G/WiMAX broadband
    access and microwave backhaul applications. Our solution
    consists of tailored offerings of our own wireless products and
    our own integrated ancillary equipment or that of other
    manufacturers, element 8




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and network management systems and professional services. These
    solutions address a wide range of transmission frequencies,
    ranging from 400 MHz to 80 GHz, and a wide range of
    transmission capacities, ranging up to 2.5 gigabits per second.
    The major product families included in these solutions are
    StarMAX, Eclipse Packet Node, and ProVision.  
    Low total cost of ownership.  Wireless-based
    solutions offer a relatively low total cost of ownership,
    including savings on the combined costs of initial acquisition,
    installation and ongoing operation and maintenance. Our latest
    generation system designs reduce rack space requirements,
    require less power, are software-configurable to reduce spare
    parts requirements, and are simple to install, operate, upgrade
    and maintain. Our advanced wireless features can also enable
    operators to save on related costs, including spectrum fees and
    tower rental fees.
    Future-proof network.  Our solutions are
    designed to protect the network operators investment by
    incorporating software-configurable capacity upgrades and
    plug-in modules that provide a smooth migration path to emerging
    technologies, such as carrier Ethernet and
    IP-based
    networking, without the need for costly equipment substitutions
    and additions. Our products include key technologies we believe
    will be needed by operators for their network evolution to
    support new broadband services.
    Flexible, easily configurable products.  We use
    flexible architectures with a high level of software
    configurable features. This design approach produces
    high-performance products with the reusable components while at
    the same time allowing for a manufacturing strategy with a high
    degree of flexibility, improved cost and reduced time-to-market.
    The software features of our products offer our customers a
    greater degree of flexibility in installing, operating and
    maintaining their networks.
    Comprehensive network management.  We offer a
    range of flexible network management solutions, from element
    management to enterprise-wide network management and service
    assurance that we optimize to work with our wireless systems.
    Complete professional services.  In addition to
    our product offerings, we provide network planning and design,
    site surveys and builds, systems integration, installation,
    maintenance, network monitoring, training, customer service and
    many other professional services. Our services cover the entire
    evaluation, purchase, deployment and operational cycle and
    enable us to be one of the few complete turnkey solution
    providers in the industry.  Business
    Operations
  Sales
    and Service
       9




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Manufacturing
      Backlog
    July 2, 2010


July 3, 2009(In millions)North America

$
63.8


$
84.0International


125.8



126.9$
189.6


$
210.9     Customers
       10




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International
    Business
    Percentage ofDescription

Total RevenueRevenue from U.S. exports or manufactured abroad:Fiscal 2010


67
%Fiscal 2009


69
%Fiscal 2008


73
%   Percentage ofDescription

Non U.S. RevenueRevenue from U.S. exports:Fiscal 2010


7
%Fiscal 2009


13
%Fiscal 2008


22
%   Percentage ofDescription

Total RevenueRevenue from operations conducted in local international
    currencies:Fiscal 2010


16
%Fiscal 2009


21
%Fiscal 2008


22
%   Percentage ofDescription

Total RevenueRevenue from foreign countries representing more than 5% of
    total revenue:Fiscal 2010 Nigeria


18
%Fiscal 2010 Saudi Arabia


7
%Fiscal 2009 Nigeria


22
%Fiscal 2009 Poland


5
%Fiscal 2008 Nigeria


19
%          11




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Form 10-K.
  Competition
          and/or
  Research,
    Development and Engineering
       12




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,
    Raw
    Materials and Supplies
        Patents
    and Other Intellectual Property
     13




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Environmental
    and Other Regulations
  and/or
  and/or
    Employees
    Web
    site Access to Aviat Networks Reports; Available
    Information
  General. http://www.aviatnetworks.com. Form 10-K, Form 10-Q, Form 8-K
 14




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Form 10-K
  http://www.sec.gov. 1-800-SEC-0330.
    Item 1A.
    Risk
    Factors.  Form 10-K Form 10-K
    We
    have not been profitable and must increase our revenues and
    reduce costs if we hope to achieve sustainable
    profitability.
         15




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We
    have announced major restructuring activities which may
    adversely impact our operations, and we may not realize all of
    the anticipated benefits of these activities or any future
    restructurings.
        and/or
  Our
    success will depend on new product introductions, product
    transitioning and customer acceptance.
    The
    effects of the recession in the United States and general
    downturn in the global economy, including financial market
    disruptions, could have an adverse impact on our business,
    operating results or financial condition.
    
    We may experience declines in revenues and cash flows and
    increased losses as a result of reduced orders, payment delays
    or other factors caused by the economic problems of our
    customers and prospective customers. 16




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During the last quarter, some customers advised us of their
    intention to slow deployments to conserve cash. Such customer
    attitudes could continue to affect out business, financial
    condition and cash flows adversely.  
    We may experience supply chain delays, disruptions or other
    problems associated with financial constraints faced by our
    suppliers and subcontractors.
    We may incur increased costs or experience difficulty either in
    making future borrowings under our credit facility or otherwise
    in obtaining financing for our operating activities, investing
    activities (including the financing of any future acquisitions)
    or financing activities.  Part
    of our inventory may be written off, which would increase our
    cost of revenues. In addition, we may be exposed to
    inventory-related losses on inventories purchased by our
    contract manufacturers.
      
    rapid technological change in the wireless telecommunications
    industry resulting in frequent product changes;
    the need of our contract manufacturers to order raw materials
    that have long lead times and our inability to estimate exact
    amounts and types of items thus needed, especially with regard
    to the frequencies in which the final products ordered will
    operate; and
    cost reduction initiatives resulting in component changes within
    the products.    If we
    fail to accurately forecast our manufacturing requirements or
    customer demand, we could incur additional costs which would
    adversely affect our business and results of
    operations.
  and/or
 17




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Our
    sales cycle may be lengthy, and the time for installation and
    implementation of our products within our customers
    networks may extend over more than one period, which can make
    our operating results difficult to predict.
      period-to-period
  If we
    fail to effectively manage our contract manufacturer
    relationships, we could incur additional costs or be unable to
    timely fulfill our customer commitments, which would adversely
    affect our business and results of operations and, in the event
    of an inability to fulfill commitments, would harm our customer
    relationships.
      We
    depend on sole or limited sources for some key components and
    failure to receive timely delivery of any of these components
    could result in deferred or lost sales.
   18




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We
    have a history of substantial impairment charges for our
    goodwill, intangible assets and property, plant and equipment
    and may continue to experience such charges in the
    future.
            Property,
    Plant and Equipment Intangibles,
    Goodwill and Other
  Credit
    and commercial risks and exposures could increase if the
    financial condition of our customers declines.
   19




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Our
    customers may not pay for products and services in a timely
    manner, or at all, which would decrease our cash flows and
    adversely affect our working capital.
  Because
    a significant amount of our revenue may come from a limited
    number of customers, the termination of any of these customer
    relationships may adversely affect our business.
  Our
    average sales prices may decline in the future.
    Our
    effective tax rate could be highly volatile and could adversely
    affect our operating results.
    
    the jurisdictions in which profits are determined to be earned
    and taxed;
    adjustments to estimated taxes upon finalization of various tax
    returns;
    increases in expenses not deductible for tax purposes, including
    write-offs of acquired in-process research and development and
    impairment of goodwill in connection with acquisitions;
    changes in available tax credits;
    changes in share-based compensation expense;
    changes in the valuation of our deferred tax assets and
    liabilities;
    changes in domestic or international tax laws or the
    interpretation of such tax laws;
    the resolution of issues arising from tax audits with various
    tax authorities; and
    the tax effects of purchase accounting for acquisitions and
    restructuring charges that may cause fluctuations between
    reporting periods.    Because
    a significant amount of our revenue may come from a limited
    number of customers, the termination of any of these customer
    relationships may adversely affect our business.
   20




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We
    will face strong competition for maintaining and improving our
    position in the market, which could adversely affect our revenue
    growth and operating results.
        Consolidation
    within the telecommunications industry could result in a
    decrease in our revenue.
  Because a
    significant amount of our revenue may come from a limited number
    of customers, the termination of any of these customer
    relationships may adversely affect our business.
  If we
    fail to develop and maintain distribution and licensing
    relationships, our revenue may decrease.
   21




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If
    sufficient radio frequency spectrum is not allocated for use by
    our products, and we fail to obtain regulatory approval for our
    products, our ability to market our products may be
    restricted.
      Due to
    the significant volume of international sales we expect, we may
    be susceptible to a number of political, economic and geographic
    risks that could harm our business.
      
    unexpected changes in regulatory requirements;
    fluctuations in international currency exchange rates;
    imposition of tariffs and other barriers and restrictions;
    management and operation of an enterprise spread over various
    countries;
    the burden of complying with a variety of laws and regulations
    in various countries;
    application of the income tax laws and regulations of multiple
    jurisdictions, including relatively low-rate and relatively
    high-rate jurisdictions, to our sales and other transactions,
    which results in additional complexity and uncertainty;
    general economic and geopolitical conditions, including
    inflation and trade relationships;
    war and acts of terrorism;
    kidnapping and high crime rate;
    natural disasters;
    currency exchange controls; and
    changes in export regulations.   22




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Our
    products are used in critical communications networks which may
    subject us to significant liability claims.
    If we
    are unable to adequately protect our intellectual property
    rights, we may be deprived of legal recourse against those who
    misappropriate our intellectual property.
    We may
    be subject to litigation regarding intellectual property
    associated with our wireless business; this litigation could be
    costly to defend and resolve, and could prevent us from using or
    selling the challenged technology.
    Our
    stock price may be volatile, which may lead to losses by
    investors.
   23




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Our
    quarterly results may be volatile, which can adversely affect
    the trading price of our common stock.
    
    volume and timing of our product orders received and delivered
    during the quarter;
    our ability and the ability of our key suppliers to respond to
    changes on demand as needed;
    our suppliers inability to perform and deliver on time as
    a result of their financial condition, component shortages or
    other supply chain constraints;
    retention of key personnel;
    our sales cycles can be lengthy;
    litigation costs and expenses;
    continued timely rollout of new product functionality and
    features;
    increased competition resulting in downward pressures on the
    price of our products and services;
    unexpected delays in the schedule for shipments of existing
    products and new generations of the existing platforms;
    failure to realize expected cost improvement throughout our
    supply chain;
    order cancellations or postponements in product deliveries
    resulting in delayed revenue recognition;
    seasonality in the purchasing habits of our customers;
    restructuring and organization of our operations;
    war and acts of terrorism;
    natural disasters;
    the ability of our customers to obtain financing to enable their
    purchase of our products;
    fluctuations in international currency exchange rates;
    regulatory developments including denial of export and import
    licenses; and
    general economic conditions worldwide that affect demand and
    financing for microwave telecommunications networks.    Anti-takeover
    provisions of Delaware law and provisions in our amended and
    restated certificate of incorporation, amended and restated
    bylaws could make a third-party acquisition of us
    difficult.
    We may
    face risks related to pending litigation over the restatement of
    our financial statements.
  Form 10-K
 24




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Form 10-K Rule 10b-5
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Location

Major Activities

Owned

Leased(Square feet)

(Square feet)Wellington, New Zealand

Office, R&D center


58,000



Lanarkshire, Scotland

Office, repair center


52,000



San Antonio, Texas

Office, manufacturing






130,000Santa Clara, California

Headquarters, R&D center






129,000Morrisville, North Carolina

Office, R&D center






60,000India (three facilities)

Office, R&D center






50,000Slovenia

Office, R&D center






20,000Philippine Islands (two facilities)

Office






17,000Republic of Singapore

Office






11,000Republic of South Africa

Office






9,000Peoples Republic of China

Office






8,000Mexico City, Mexico

Office






8,000Lagos, Nigeria

Office






7,000Ivory Coast

Office






6,000Warsaw, Poland

Office






5,000Paris, France

Office






4,000Other facilities

Offices






24,000Totals




110,000



488,000  25




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Form 10-K.
  Item 3.
    Legal
    Proceedings  Form 10-K Rule 10b-5
     26




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EXECUTIVE
    OFFICERS OF THE REGISTRANT
    Name and Age

Position Currently Held and Past Business ExperienceCharles D. Kissner, 63

Mr. Charles D. Kissner, was appointed chief executive officer on
    June 28, 2010. He is also Chairman of the Board, a position held
    since January 2007. Mr. Kissner served as chief executive
    officer of Stratex Networks, Inc. from July 1995 through May
    2000 and again from October 2001 to May 2006. He was elected a
    director of Stratex Networks in July 1995, and Chairman in
    August 1996, a position which he held through January 2007.Thomas L. Cronan III, 50

Mr. Cronan joined our company as senior vice president and chief
    financial officer in May 2009. From 2008 to just prior to
    joining Harris Stratex, he served as the chief financial officer
    at AeroScout, Inc. From 2007 to 2008, he served as the chief
    financial officer of Ooma, Inc. In 2003, Mr. Cronan became the
    senior vice president of finance and chief financial officer at
    Redback Networks, Inc.Paul A. Kennard, 59

Mr. Kennard joined our company as chief technology officer in
    January 2007 when Harris MCD and Stratex Networks merged. In
    1996 he joined Stratex Networks as vice president, engineering.Meena L. Elliott, 47

Ms. Elliott was appointed vice president, general counsel and
    secretary of the company in July 2009. She joined our company as
    associate general counsel and assistant secretary in January
    2007 when Harris MCD and Stratex Networks merged. Ms. Elliott
    joined Harris Corporations Microwave Communications
    Division as division counsel in March 2006. Prior to joining
    MCD, she was chief counsel at the Department of Commerce from
    2002-2006.Heinz H. Stumpe, 55

Mr. Stumpe was appointed chief operating officer and senior vice
    president global operations on June 30, 2008. Previously, he was
    vice president operations. He joined Stratex Networks as
    director, marketing in 1996. He was promoted to vice president,
    global accounts in 1999, vice president, strategic accounts in
    2002 and vice president, global operations in April 2006.Shaun McFall, 50

Mr. McFall was named chief marketing officer in July 2008.
    Previously, from 2000-2008, he served as vice president,
    marketing for Stratex Networks, Inc. He has been with the
    company since 1989.J. Russell Mincey, 49

Mr. Mincey joined our company in July 2008 as global corporate
    controller. From mid-February through mid-May 2009, he served as
    interim principal financial officer and interim principal
    accounting officer. In September 2009, he was appointed vice
    president, corporate controller and principal accounting
    officer. From October 2005 to April 2008, Mr. Mincey was chief
    financial officer at the Industrial Components Division of
    Carlisle Companies. He served as vice president and chief
    financial officer of Draka Comteq (previously known as Alcatel
    Fiber Optic Cable Division) from July 2004 through October 2005.Michael Pangia, 49

Mr. Pangia was named senior vice president and chief sales
    officer in March 2009. Previously, Mr. Pangia served as senior
    vice president, Global Sales Operations and Strategy at Nortel.
    From 2006 through 2008, he was president of Nortels Asia
    region, responsible for sales and overall business management
    for all countries where Nortel did business in that region and
    he was the chief operating officer of Nortels Asia region
    from 2005 to 2006.  27




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Item 4.
    Removed
    and Reserved PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information and Price Range of Common Stock
            Fiscal 2010

Fiscal 2009High

Low

High

Low($)

($)

($)

($)First Quarter


7.79



5.65



11.45



6.85Second Quarter


7.49



5.81



7.85



3.26Third Quarter


8.25



5.85



7.24



3.00Fourth Quarter


7.42



3.46



6.75



3.91   Dividend
    Policy
    Sales of
    Unregistered Securities
   28




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Issuer
    Repurchases of Equity Securities
    Performance
    Graph
    COMPARISON
    OF 41 MONTH CUMULATIVE TOTAL RETURN* Among
    Aviat Networks, Inc., the NASDAQ Composite Index
    and the NASDAQ Telecommunications Index
  
  1/29/2007


6/29/2007


6/27/2008


7/3/2009


7/2/2010Aviat Networks, Inc.



100.00




89.90




47.90




30.75




17.50NASDAQ Composite



100.00




108.40




94.36




75.13




87.34NASDAQ Telecommunications



100.00




113.06




98.90




77.29




80.50   *
    
    Assumes (i) $100 invested on January 29, 2007 in Aviat
    Networks, Inc. Common Stock, the Total Return Index for The
    NASDAQ Composite Market (U.S. companies) and the NASDAQ
    Telecommunications Index; and (ii) immediate reinvestment
    of all dividends. 29




---



##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K.
  Fiscal Years EndedJuly 2, 2010

July 3, 2009

June 27, 2008

June 29, 2007

June 30, 2006(In millions)Revenue from product sales and services

$
478.9


$
679.9


$
718.4


$
507.9


$
357.5Cost of product sales and services


(345.5
)


(505.5
)


(528.2
)


(361.2
)


(275.2
)Net loss


(130.2
)


(355.0
)


(11.9
)


(21.8
)


(38.6
)Basic and diluted net loss per common share


(2.19
)


(6.05
)


(0.20
)


(0.88
)


N/A   As ofJuly 2, 2010

July 3, 2009

June 27, 2008

June 29, 2007

June 30, 2006(In millions)Total assets

$
447.0


$
600.2


$
977.3


$
1,025.5


$
344.9Long-term liabilities


17.2



17.9



28.1



65.0



12.6Total net assets


263.2



387.9



748.2



746.4



244.3     Fiscal Years EndedJuly 2, 2010


July 3, 2009


June 27, 2008


June 29, 2007


June 30, 2006(In millions)Goodwill impairment charges

$



$
279.0


$



$



$
Intangible impairment charges


63.2



32.6











Property, plant and equipment impairment charges


8.7



3.2











Other impairment charges and rebranding expenses


6.1















Charges for product transition, product discontinuances and
    inventory mark-downs


16.9



29.8



14.7







39.6Amortization of purchased technology


8.2



7.5



7.1



3.0



Restructuring charges


7.1



8.2



9.3



9.3



Amortization of trade names, customer relationships,
    non-competition agreements and contract backlog


5.6



5.7



7.5



7.5



Executive severance


2.4















Amortization of the fair value adjustments related to fixed
    assets and inventory


0.6



1.7



2.8



9.0



Acquired in-process research and development






2.4







15.3



Cost of integration activities undertaken in connection with the
    Stratex merger










11.1



5.4



Gains from sale of building and Telsima acquisition purchase
    price settlement


(2.2
)














Share-based compensation expense


3.2



2.9



7.8



5.7



1.7$
119.8


$
373.0


$
60.3


$
55.2


$
41.3  30




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
    of Business; Operating Environment and Key Factors Impacting
    Fiscal 2010 and 2011 Results
    point-to-point point-to-multipoint IEEE 802.16d-2004 16e-2005
          Strategic
    Focus
    
    Align cost base with revenue generation levels
    Optimize product portfolio,
    Fixing business processes
    Growing top line 31




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##### Table of Contents




    Create a sustainable, profitable business model            Operations
    Review
    Revenue
    and Net Loss
  2010/2009



2009/2008% Increase/



% Increase/2010

2009

(Decrease)

2008

(Decrease)(In millions, except percentages)Revenue

$
478.9


$
679.9



(29.6
)%

$
718.4



(5.4
)%Net loss

$
(130.2
)

$
(355.0
)


N/M


$
(11.9
)


N/M% of revenue


N/M



N/M







(1.7
)%       Revenue 
    Fiscal 2010 Compared with 2009
     32




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##### Table of Contents



Critical
    Accounting Estimates  Revenue Recognition,
  Revenue 
    Fiscal 2009 Compared with 2008
    Major
    Customer in Fiscal 2010, 2009 and 2008
    Revenue
    by Region
    Fiscal Year


Amount


Percentage2010


2009


Increase/(Decrease)


Increase/(Decrease)(In millions, except percentages)North America

$
175.1


$
232.0


$
(56.9
)


(24.5
)%International:Africa


124.2



213.8



(89.6
)


(41.9
)%Europe, Middle East, and Russia


88.4



139.7



(51.3
)


(36.7
)%Latin America and AsiaPac


91.2



94.4



(3.2
)


(3.4
)%Total International


303.8



447.9



(144.1
)


(32.2
)%Total Revenue

$
478.9


$
679.9


$
(201.0
)


(29.6
)%   Fiscal Year


Amount


Percentage2009


2008


Increase/(Decrease)


Increase/(Decrease)(In millions, except percentages)North America

$
232.0


$
242.5


$
(10.5
)


(4.3
)%International:Africa


213.8



197.3



16.5



8.4
%Europe, Middle East, and Russia


139.7



167.6



(27.9
)


(16.6
)%Latin America and AsiaPac


94.4



111.0



(16.6
)


(15.0
)%Total International


447.9



475.9



(28.0
)


(5.9
)%Total Revenue

$
679.9


$
718.4


$
(38.5
)


(5.4
)%  33




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##### Table of Contents



Net
    Loss  Fiscal 2010 Compared with 2009
      Fiscal 2010


Fiscal 2009


Fiscal 2008(In millions)Goodwill impairment charges

$



$
279.0


$
Intangible assets impairment charges


63.2



32.6



Property, plant and equipment impairment charges


8.7



3.2



Other impairment charges and rebranding expenses


6.1







Charges for product transition, product discontinuances and
    inventory mark-downs


16.9



29.8



14.7Amortization of purchased technology


8.2



7.5



7.1Restructuring charges


7.1



8.2



9.3Amortization of trade names, customer relationships,
    non-competition agreements


5.6



5.7



7.5Executive severance


2.4







Amortization of the fair value adjustments related to fixed
    assets and inventory


0.6



1.7



2.8Acquired in-process research and development






2.4



Cost of integration activities undertaken in connection with the
    Stratex merger










11.1Gains from sale of building and Telsima acquisition purchase
    price settlement


(2.2
)






Share-based compensation expense


3.2



2.9



7.8$
119.8


$
373.0


$
60.3   Net
    Loss  Fiscal 2009 Compared with 2008
  IP-based
  Restructuring
    Charges in Fiscal 2010, 2009 and 2008
    
    Severance, retention and related charges totaling
    $4.6 million associated with reduction in force activities.
    Charges totaling $0.5 million related to the relocation of
    U.S. employees to North Carolina from Florida.
    Charges totaling $2.0 million in facility lease obligation
    impairments primarily for facilities occupied in San Jose,
    California prior the relocation to our new corporate
    headquarters in Santa Clara, California. 34




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##### Table of Contents




    Severance, retention and related charges associated with
    reduction in force activities totaling $8.0 million (Fiscal
    2009 Plan).
    Impairment of fixed assets (non-cash charges) totaling
    $0.4 million and facility restoration costs of
    $0.3 million at our Canadian location (Fiscal 2009 Plan).
    Adjustments to the restructuring liability under the 2007
    Restructuring Plans for changes in estimates related to
    sub-tenant activity at our U.S.($0.1 million increase) and
    Canadian locations ($0.3 million decrease).
    Adjustments to the restructuring liability under the 2007
    Restructuring Plans for changes in estimates to reduce the
    severance liability in Canada ($0.3 million decrease).    
    Severance, retention and related charges associated with
    reduction in force activities totaling $3.4 million ($4.0
    in fiscal 2008 charges, less $0.6 million for a reduction
    in the restructuring liability recorded for Canada and France).
    Lease impairment charges totaling $1.8 from implementation of
    fiscal 2007 plans and changes in estimates related to sub-tenant
    activity at our U.S. and Canadian locations.
    Impairment of fixed assets and leasehold improvements totaling
    $1.9 million at our Canadian location.
    Impairment of a recoverable value-added type tax in Brazil
    totaling $2.2 million resulting from our scaled down
    operations and reduced activity which negatively affected the
    fair value of this recoverable asset (included in Other
    current assets on our Consolidated Balance Sheets).  Gross
    Margin
  2010/2009



2009/2008% Increase/



% Increase/2010

2009

(Decrease)

2008

(Decrease)(In millions, except percentages)Revenue

$
478.9


$
679.9



(29.6
)%

$
718.4



(5.4
)%Cost of product sales and services

$
345.5


$
505.5



(31.7
)%

$
528.2



(4.3
)%Gross margin

$
133.4


$
174.4



(23.5
)%

$
190.2



(8.3
)%% of revenue


27.9
%


25.7
%






26.5
%   Fiscal
    2010 Compared with 2009
     35




---



##### Table of Contents



start-up
    Fiscal
    2009 Compared with 2008
        Research
    and Development Expenses
  2010/2009



2009/2008% Increase/



% Increase/2010

2009

(Decrease)

2008

(Decrease)(In millions, except percentages)Research and development expenses

$
41.1


$
40.4



1.7
%

$
46.1



(12.4
)%% of revenue


8.6
%


5.9
%






6.4
%   Fiscal
    2010 Compared with 2009
    Fiscal
    2009 Compared with 2008
    Selling
    and Administrative Expenses
  2010/2009



2009/2008% Increase/



% Increase/2010

2009

(Decrease)

2008

(Decrease)(In millions, except percentages)Selling and administrative expenses

$
141.0


$
138.3



2.0
%

$
141.4



(2.2
)%% of revenue


29.4
%


20.3
%






19.7
%  36




---



##### Table of Contents



Fiscal
    2010 Compared with Fiscal 2009
    Increase/(Decrease)(In millions)Increase in commissions paid to sales agents

$
4.5Increase in software amortization


2.5Increase in selling expenses for new business initiatives (WiMAX
    and Network Security)


1.9Increase in executive severance for former CEO


1.8Increase due to rebranding and transitional costs due to
    corporate name change and costs to phase-out transitional
    services agreement with Harris


1.3Reduction in bad debt expense


(7.3
)Reduction in software impairments included in selling and
    administrative expenses


(2.9
)Reduction in costs charged by Harris for administrative services


(2.5
)Other, net


3.4$
2.7     Fiscal
    2009 Compared with Fiscal 2008
    Increase/(Decrease)(In millions)Decrease in selling expenses and sales commissions due to lower
    order levels

$
(13.0
)Decrease in integration costs related to acquisition of Stratex
    in fiscal 2007


(10.2
)Decrease in amounts accrued under bonus plans and share-based
    compensation due to lower profitability


(5.1
)Increase due to formation of chief operations officer group
    during fiscal 2009


6.3Increase in administrative costs due to 4G and product
    unification and transition initiatives


5.8Increase in allowance for uncollectible accounts


5.5Increase in software costs, external audit, restatement and SOX
    consulting fees


3.3Increase in marketing costs for channel marketing and tradeshows


1.7Increase due to change in fair value of warrants


(0.6
)Other, net


3.2$
(3.1
)    37




---



##### Table of Contents



Income
    Taxes
  2010/2009



2009/2008% Increase/



% Increase/2010

2009

(Decrease)

2008

(Decrease)(In millions, except percentages)Loss before income taxes

$
(134.0
)

$
(337.2
)


N/M


$
(13.9
)


N/MIncome tax benefit (expense)

$
3.8


$
(17.8
)


N/M


$
2.0



N/M% of loss before income taxes


(2.8
)%


(5.3
)%






14.4
%         Discussion
    of Business Segments
  North
    America Segment
  2010/2009



2009/2008% Increase/



% Increase/2010

2009

(Decrease)

2008

(Decrease)(In millions, except percentages)Revenue

$
175.1


$
232.0



(24.5
)%

$
242.5



(4.3
)%Segment operating (loss) income

$
(64.2
)

$
(63.4
)


N/M


$
(8.0
)


N/M% of revenue


N/M



N/M







(3.3
)%         IP-based
 38




---



##### Table of Contents



2010


2009


2008(In millions)Goodwill impairment charges

$



$
31.8


$
Intangible assets impairment charges


5.1



10.7



Property, plant and equipment impairment charges


7.0



3.2



Other impairment charges and rebranding expenses


4.0







Charges for product transition and inventory mark-downs


16.9



25.3



12.9Amortization of purchased technology


7.1



0.3



Restructuring charges


5.6



5.1



9.0Amortization of trade names, customer relationships and
    non-compete agreements


4.6



2.7



2.7Executive severance


2.4







Amortization of the fair value adjustments related to fixed
    assets


0.5



0.6



1.1Cost of integration activities undertaken in connection with the
    merger










3.2Gain on sale of building


(1.0
)






Share-based compensation expense


2.9



1.8



7.4$
55.1


$
81.5


$
36.3   International
    Segment
  2010/2009



2009/2008% Increase/



% Increase/2010

2009

(Decrease)

2008

(Decrease)(In millions, except percentages)Revenue

$
303.8


$
447.9



(32.2
)%

$
475.9



(5.9
)%Segment operating loss

$
(69.1
)

$
(271.9
)


N/M


$
(5.7
)


N/M% of revenue


(22.7
)%


N/M







(1.2
)%         IP-based
 39




---



##### Table of Contents



2010


2009


2008(In millions)Goodwill impairment charges

$



$
247.2


$
Intangible assets impairment charges


58.1



21.9



Property, plant and equipment impairment charges


1.7







Other impairment charges and rebranding expenses


2.0







Charges for product transition and inventory mark-downs






4.5



1.8Amortization of purchased technology


1.1



7.2



7.1Restructuring charges


1.5



3.1



0.3Amortization of trade names, customer relationships and
    non-compete agreements


1.1



3.0



4.8Amortization of the fair value adjustments related to fixed
    assets


0.1



1.1



1.7Acquired in-process research and development






2.4



Cost of integration activities undertaken in connection with the
    merger










7.9Gain on Telsima acquisition purchase price settlement


(1.2
)






Share-based compensation expense


0.3



1.1



0.4$
64.7


$
291.5


$
24.0   LIQUIDITY,
    CAPITAL RESOURCES AND FINANCIAL STRATEGIES
  Sources
    of Cash
      Available
    Credit Facility and Repayment of Debt
       40




---



##### Table of Contents



Restructuring
    and Severance Payments
          Contractual
    Obligations
   41




---



##### Table of Contents



Obligations Due by Fiscal YearTotal


2011


2012 and 2013


2014 and 2015


After 2015(In millions)Short-term debt

$
5.0


$
5.0


$



$



$
Interest on short-term debt


0.1



0.1











Purchase obligations(1)


57.0



57.0











Operating lease commitments


40.0



10.5



10.3



6.0



13.2Restructuring and other long-term liabilities


8.7



6.0



2.7







Redeemable preference shares(2)


8.3















8.3Dividend requirements on redeemable preference shares(3)


6.6



1.0



2.0



2.0



1.6Other current liabilities on the balance sheet


155.6



155.6











Total contractual cash obligations

$
281.3


$
235.2


$
15.0


$
8.0


$
23.1     (1)
    
    From time to time in the normal course of business we may enter
    into purchasing agreements with our suppliers that require us to
    accept delivery of, and remit full payment for, finished
    products that we have ordered, finished products that we
    requested be held as safety stock, and work in process started
    on our behalf in the event we cancel or terminate the purchasing
    agreement. It is not our intent, nor is it reasonably likely,
    that we would cancel a purchase order that we have executed.
    Because these agreements do not specify fixed or minimum
    quantities, do not specify minimum or variable price provisions,
    and do not specify the approximate timing of the transaction, we
    have no basis to estimate any future liability under these
    agreements.(2)
    
    Assumes the mandatory redemption will occur more than five years
    from July 2, 2010.(3)
    
    The dividend rate is 12% and assumes no redemptions for five
    years from July 2, 2010.  Commercial
    Commitments
    Expiration of Commitments by Fiscal YearTotal


2011


2012


2013


After 2013(In millions)Standby letters of credit used for:Bids

$
1.0


$
1.0


$



$



$
Down payments


1.4



1.3











0.1Performance


9.4



4.2



5.1



0.1



Warranty


















11.8



6.5



5.1



0.1



0.1Surety bonds used for:Bids


0.3



0.3











Warranty


0.3



0.1



0.1







0.1Payment guarantees


0.3



0.3











Performance


66.6



66.6











67.5



67.3



0.1







0.1Total commitments

$
79.3


$
73.8


$
5.2


$
0.1


$
0.2  42




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
  Regulation S-K),
  
    Any obligation under certain guarantee contracts;
    A retained or contingent interest in assets transferred to an
    unconsolidated entity or similar entity or similar arrangement
    that serves as credit, liquidity or market risk support to that
    entity for such assets;
    Any obligation, including a contingent obligation, under certain
    derivative instruments; and
    Any obligation, including a contingent obligation, under a
    material variable interest held by the registrant in an
    unconsolidated entity that provides financing, liquidity, market
    risk or credit risk support to the registrant, or engages in
    leasing, hedging or research and development services with the
    registrant.      Financial
    Risk Management
    Exchange
    Rate Risk
     43




---



##### Table of Contents



ContractAmount(Local


ContractCurrency)


Amount(USD)(In millions)Canadian dollar (CAD) net contracts to receive (pay)
    USD


(CAD
)


3.4


$
3.2Euro (EUR) net contracts to receive (pay) USD


(EUR
)


(2.9
)

$
(3.5
)Philippine peso (PHP) net contracts to receive (pay)
    USD


(PHP
)


(136.3
)

$
(3.0
)Polish zloty (PLN) net contracts to receive (pay) USD


(PLN
)


28.6


$
8.6Singapore dollar (SGD) net contracts to receive
    (pay) USD


(SGD
)


2.9


$
2.1Republic of South Africa rand (ZAR) net contracts to
    receive (pay) USD


(ZAR
)


31.2


$
4.1All other currencies net contracts to receive (pay) USD









$
2.6Total of all currencies









$
14.1     Contract Amount


Contract(Local Currency)


Amount(USD)(In millions)Australian dollar (AUD) net contracts to receive
    (pay) USD


(AUD
)


10.8


$
8.6Canadian dollar (CAD) net contracts to receive (pay)
    USD


(CAD
)


(5.7
)

$
(5.0
)Euro (EUR) net contracts to receive (pay) USD


(EUR
)


10.4


$
14.6Polish zloty (PLN) net contracts to receive (pay) USD


(PLN
)


31.2


$
9.6All other currencies net contracts to receive (pay) USD









$
1.4Total of all currencies









$
29.2  44




---



##### Table of Contents



Asset Derivatives


Liability DerivativesBalance Sheet Location

Fair Value


Balance Sheet Location


Fair Value(In millions)Derivatives designated as hedging instruments:Foreign exchange forward contracts

Other current assets

$
0.1



Other current liabilities


$
0.1Derivatives not designated as hedging instruments:Foreign exchange forward contracts

Other current assets






Other current liabilities



Total derivatives



$
0.1






$
0.1     Asset Derivatives


Liability DerivativesBalance Sheet Location


Fair Value


Balance Sheet Location


Fair Value(In millions)Derivatives designated as hedging instruments:Foreign exchange forward contracts


Other current assets


$
0.2



Other current liabilities


$
Derivatives not designated as hedging instruments:Foreign exchange forward contracts


Other current assets


$
0.9



Other current liabilities


$
0.9Total derivatives





$
1.1






$
0.9     Locations of Gains (Losses) Recorded from Derivatives
    Designated as Cash Flow Hedges

2010

2009(In millions)Amount of gain (loss) of effective hedges recognized in Other
    Comprehensive Income

$
0.6


$
2.6Amount of gain (loss) of effective hedges reclassified from
    Other Comprehensive Income into:Revenue

$
(0.2
)

$
2.6Cost of Products Sold

$
0.2


$
Amount recorded into Cost of Products Sold associated with
    excluded time value

$
0.2


$
Amount recorded into Cost of Products Sold due to hedge
    ineffectiveness

$
0.1


$
   Interest
    Rate Risk
   45




---



##### Table of Contents



Exposure
    on Cash Equivalents
          Exposure
    on Borrowings
    Impact
    of Foreign Exchange
    Seasonality
    Critical
    Accounting Estimates
   46




---



##### Table of Contents




    Revenue Recognition
    Inventory Valuation and Provision for Excess and Obsolete
    Inventory Losses
    Long-Lived Assets
    Income Taxes and Tax Valuation Allowances        Revenue
    Recognition
    No. 2009-13, Multiple-Deliverable Revenue Arrangements 2009-13). 2009-13 605-25, 2009-13
  
    Deletes the requirement to have objective and reliable evidence
    of fair value for undelivered elements in an arrangement. This
    may result in more deliverables being treated as separate units
    of accounting. 47




---



##### Table of Contents




    Modifies the manner in which the arrangement consideration is
    allocated to the separately identified deliverables. ASU
    2009-13
    requires an entity to allocate revenue in an arrangement using
    its best estimate of selling prices (ESP) of deliverables if a
    vendor does not have vendor-specific objective evidence of
    selling price (VSOE) or third-party evidence of selling price
    (TPE), if VSOE is not available. Each separate unit of
    accounting must have a selling price, which can be based on
    managements estimate when there is no other means (VSOE or
    TPE) to determine the selling price of that deliverable. The
    arrangement consideration is allocated based on the
    elements relative selling prices.
    Eliminates use of the residual method and requires an entity to
    allocate revenue using the relative selling price method, which
    results in the discount in the transaction being evenly
    allocated to the separate units of accounting.  2009-13, No. 2009-14, Certain Revenue arrangements that Include Software Elements 2009-14). 2009-14
  2009-13 2009-14,
  2009-13 2009-14,
  
    Persuasive evidence of an arrangement exists. Contracts and
    customer purchase orders are generally used to determine the
    existence of an arrangement.
    Delivery has occurred. Shipping documents and customer
    acceptance, when applicable, are used to verify delivery.
    The fee is fixed or determinable. We assess whether the fee is
    fixed or determinable based on the payment terms associated with
    the transaction and whether the sales price is subject to refund
    or adjustment.
    Collectibility is reasonably assured. We assess collectibility
    based primarily on the creditworthiness of the customer as
    determined by credit checks and analysis, as well as the
    customers payment history.  605-25 2009-13),
   48




---



##### Table of Contents



2009-13 2009-14,
  985-605, Software Revenue Recognition SOP 97-2).
  985-605 985-605,
  2009-13 2009-14, 985-605
  2009-13 2009-14 2009-13 2009-14
   49




---



##### Table of Contents



Inventory
    Valuation and Provisions for Excess and Obsolete
    Losses
    Long-Lived
    Assets
           50




---



##### Table of Contents



Note C  Goodwill and Identifiable Intangible
    Assets and Note G  Property, Plant and
    Equipments
  Income
    Taxes and Tax Valuation Allowances
       51




---



##### Table of Contents



Impact of
    Recently Issued Accounting Pronouncements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.   52




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  Index
    to Financial Statements
   
 PageReports of Independent Registered Public
    Accounting Firm


54Consolidated Statements of Operations 
    Fiscal Years ended July 2, 2010; July 3, 2009; and
    June 27, 2008


56Consolidated Balance Sheets 
    July 2, 2010 and July 3, 2009


57Consolidated Statements of Cash Flows 
    Fiscal Years ended July 2, 2010; July 3, 2009; and
    June 27, 2008


58Consolidated Statements of Stockholders
    Equity and Comprehensive Loss  Fiscal Years ended
    July 2, 2010; July 3, 2009; and June 27, 2008


59Notes to Consolidated Financial Statements


60For each of the Fiscal Years ended July 2,
    2010; July 3, 2009; and June 27, 2008 Schedule II
     Valuation and Qualifying Accounts


109   53




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm                  54




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                    55




---



##### Table of Contents



AVIAT
    NETWORKS, INC. (FORMERLY HARRIS STRATEX NETWORKS,
    INC.)
 CONSOLIDATED
    STATEMENTS OF
    OPERATIONS  Fiscal Years EndedJuly 2,


July 3,


June 27,2010


2009


2008(In millions, except per share amounts)Revenue from product sales and services:Revenue from product sales

$
370.0


$
539.0


$
595.2Revenue from services


108.9



140.9



123.2Total revenue from product sales and services


478.9



679.9



718.4Cost of product sales and services:Cost of product sales


(247.9
)


(362.0
)


(433.2
)Cost of services


(72.5
)


(106.2
)


(87.9
)Charges for product transition


(16.9
)


(29.8
)


Amortization of purchased technology


(8.2
)


(7.5
)


(7.1
)Total cost of product sales and services


(345.5
)


(505.5
)


(528.2
)Gross margin


133.4



174.4



190.2Research and development expenses


(41.1
)


(40.4
)


(46.1
)Selling and administrative expenses


(141.0
)


(138.3
)


(141.4
)Acquired in-process research and development






(2.4
)


Amortization of identifiable intangible assets


(5.6
)


(5.6
)


(7.1
)Property, plant and equipment impairment charges


(8.7
)


(3.2
)


Restructuring charges


(7.1
)


(8.2
)


(9.3
)Goodwill impairment charges






(279.0
)


Intangible assets and trade name impairment charges


(63.2
)


(32.6
)


Operating loss


(133.3
)


(335.3
)


(13.7
)Other income


1.2







Interest income


0.3



0.9



2.4Interest expense


(2.2
)


(2.8
)


(2.6
)Loss before provision for or benefit from income taxes


(134.0
)


(337.2
)


(13.9
)(Provision for) benefit from income taxes


3.8



(17.8
)


2.0Net loss

$
(130.2
)

$
(355.0
)

$
(11.9
)Net loss per share of Common Stock (Note 1):Basic and diluted

$
(2.19
)

$
(6.05
)

$
(0.20
)Basic and diluted weighted average shares outstanding


59.4



58.7



58.4     (1)
    
    In fiscal years 2009 and 2008, we had Class A and
    Class B shares of common stock outstanding. The net loss
    per common share amounts were the same for Class A and
    Class B during fiscal years 2009 and 2008 because the
    holders of each class were legally entitled to equal per share
    distributions whether through dividends or in liquidation. There
    were no shares of Class B common stock outstanding during
    fiscal year 2010. Effective November 19, 2009, under a
    change to our certificate of incorporation approved by
    shareholders, all shares of our Class A common stock were
    reclassified on a one-to-one basis to shares of Common Stock
    without a class designation; we no longer have Class A or
    Class B common stock authorized, issued or outstanding.   56




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##### Table of Contents



AVIAT
    NETWORKS, INC. (FORMERLY HARRIS STRATEX NETWORKS,
    INC.)
 CONSOLIDATED
    BALANCE SHEETS  July 2, 2010


July 3, 2009(In millions, except share and par value amounts)ASSETSCurrent AssetsCash and cash equivalents

$
141.7


$
136.8Short-term investments






0.3Receivables


104.8



142.9Unbilled costs


30.2



27.8Inventories


73.5



98.6Other current assets


22.3



29.7Total current assets


372.5



436.1Long-Term AssetsProperty, plant and equipment


37.6



57.4Goodwill


6.2



3.2Identifiable intangible assets


7.5



84.1Capitalized software


8.4



9.3Non-current portion of notes receivable






0.4Non-current deferred income taxes


13.1



8.0Other assets


1.7



1.7Total long-term assets


74.5



164.1Total assets

$
447.0


$
600.2LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesShort-term debt

$
5.0


$
10.0Accounts payable


58.6



69.6Accrued compensation and benefits


14.5



16.6Other accrued expenses


45.3



54.9Advance payments and unearned income


37.2



37.3Restructuring liabilities


6.0



5.3Current portion of long-term capital lease obligations






0.7Total current liabilities


166.6



194.4Long-Term LiabilitiesLong-term portion of capital lease obligations






1.1Restructuring and other long-term liabilities


2.7



3.2Redeemable preference shares


8.3



8.3Reserve for uncertain tax positions


5.6



4.4Deferred income taxes


0.6



0.9Total Liabilities


183.8



212.3Commitments and contingenciesStockholders EquityPreferred stock, $0.01 par value; 50,000,000 shares
    authorized; none issued






Common stock, $0.01 par value; 300,000,000 shares
    authorized; issued and outstanding 59,400,059 shares as of
    July 2, 2010 and 58,903,177 shares as of July 3,
    2009


0.6



0.6Additional
    paid-in-capital


786.5



783.2Accumulated deficit


(521.3
)


(391.1
)Accumulated other comprehensive loss


(2.6
)


(4.8
)Total Stockholders Equity


263.2



387.9Total Liabilities and Stockholders Equity

$
447.0


$
600.2    57




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##### Table of Contents



AVIAT
    NETWORKS, INC. (FORMERLY HARRIS STRATEX NETWORKS,
    INC.)
 CONSOLIDATED
    STATEMENTS OF CASH
    FLOWS  Fiscal Years EndedJuly 2,


July 3,


June 27,2010


2009


2009(In millions)Operating ActivitiesNet loss

$
(130.2
)

$
(355.0
)

$
(11.9
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Amortization of identifiable intangible assets acquired


13.8



13.8



13.9Depreciation and amortization of property, plant and equipment
    and capitalized software


21.9



24.3



19.8Goodwill impairment charges






279.0



Trade name impairment charges






32.6



Intangible assets impairment charges


63.2







Property, plant and equipment impairment charges


7.9







Non-cash share-based compensation expense


3.2



2.8



6.4Charges for product transition and inventory mark-downs


13.5



29.3



14.7Deferred income tax expense (benefit)


4.2



16.0



(7.5
)Non-cash other income


(1.2
)






Acquired in-process research and development






2.4



Decrease in fair value of warrant liability






(0.6
)


(3.3
)Changes in operating assets and liabilities, net of effects from
    acquisitions:Receivables


38.5



61.1



(13.7
)Unbilled costs and inventories


14.6



(9.6
)


15.9Accounts payable and accrued expenses


(20.1
)


(18.7
)


1.3Advance payments and unearned income


(0.1
)


7.2



7.8Other assets and liabilities, net


(0.9
)


(13.3
)


(3.4
)Net cash provided by operating activities


28.3



71.3



40.0Investing ActivitiesCash payments for Telsima acquisition, net of $1.1 million
    acquisition costs and cash acquired


(4.2
)


(4.3
)


Proceeds from sale of property, plant and equipment


5.4







Purchases of short-term investments






(1.2
)


(9.2
)Sales and maturities of short-term investments


0.3



4.0



26.6Additions of property, plant and equipment


(17.9
)


(15.8
)


(9.2
)Additions of capitalized software


(2.9
)


(5.8
)


(10.3
)Net cash used in investing activities


(19.3
)


(23.1
)


(2.1
)Financing ActivitiesProceeds from issuance of short-term debt


6.3



10.0



1.2Payments on short-term debt


(11.3
)






(2.4
)Payments on long-term debt






(9.8
)


(10.7
)Payments on long-term capital lease obligations


(0.4
)


(1.3
)


(3.7
)Proceeds from exercise of stock options


0.1







1.5Excess tax benefits from share-based compensation










0.7Net cash used in financing activities


(5.3
)


(1.1
)


(13.4
)Effect of exchange rate changes on cash and cash equivalents


1.2



(5.3
)


1.3Net increase in cash and cash equivalents


4.9



41.8



25.8Cash and cash equivalents, beginning of year


136.8



95.0



69.2Cash and cash equivalents, end of year

$
141.7


$
136.8


$
95.0Supplemental disclosure of cash flow information:Cash paid (received) during the year for:Interest

$
2.2


$
2.8


$
2.7Income taxes

$
(3.6
)

$
2.6


$
2.2    58




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##### Table of Contents



AVIAT
    NETWORKS, INC. (FORMERLY HARRIS STRATEX NETWORKS,
    INC.)
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS
    EQUITY AND COMPREHENSIVE LOSS  AccumulatedCommon


Common


Additional





Other


TotalCommon


Stock


Stock


Paid-in


Accumulated


Comprehensive


StockholdersStock


Class A


Class B


Capital


Deficit


(Loss) Income


Equity(In millions)Balance as of June 29, 2007

$



$
0.3


$
0.3


$
770.0


$
(24.2
)

$



$
746.4Net loss


















(11.9
)






(11.9
)Foreign currency translation gain






















4.1



4.1Net unrealized loss on hedging activities






















(0.3
)


(0.3
)Comprehensive loss


























(8.1
)Adjustment to capital from Harris Corporation














1.3











1.3Proceeds from employee stock option exercises
    (129,038 shares)














1.5











1.5Stock option tax benefits














0.7











0.7Compensatory stock awards (73,740 shares)














6.4











6.4Balance as of June 27, 2008






0.3



0.3



779.9



(36.1
)


3.8



748.2Net loss


















(355.0
)






(355.0
)Foreign currency translation loss






















(8.5
)


(8.5
)Net unrealized loss on hedging activities






















(0.1
)


(0.1
)Comprehensive loss


























(363.6
)Adjustment to capital from Harris Corporation














0.5











0.5Proceeds from employee stock option exercises (688 shares)


























Conversion of 32,913,377 Class B shares to Class A
    shares






0.3



(0.3
)














Compensatory stock awards (432,978 shares)














2.8











2.8Balance as of July 3, 2009






0.6







783.2



(391.1
)


(4.8
)


387.9Net loss


















(130.2
)






(130.2
)Foreign currency translation gain






















1.5



1.5Net unrealized gain on hedging activities






















0.7



0.7Comprehensive loss


























(128.0
)Reclassification of Class A shares to Common Stock


0.6



(0.6
)


















Proceeds from employee stock option exercises
    (17,399 shares)














0.1











0.1Compensatory stock awards (479,483 shares)














3.2











3.2Balance as of July 2, 2010

$
0.6


$



$



$
786.5


$
(521.3
)

$
(2.6
)

$
263.2    59




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##### Table of Contents



AVIAT
    NETWORKS, INC. (FORMERLY HARRIS STRATEX NETWORKS,
    INC.)
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  AS OF
    JULY 2, 2010 AND JULY 3, 2009 AND
    FOR EACH OF THE THREE FISCAL YEARS IN THE PERIOD ENDED JULY 2,
    2010
  Note A 
    Basis of
    Presentation and Nature of Operations      Basis of Presentation
    Reclassification 
      
    Revenue from product sales with Harris to Revenue from product
    sales ($6.0 million and $3.5 million); Cost of product
    sales with Harris to Cost of product sales ($2.4 million
    and $1.3 million); Cost of sales billed from Harris to Cost
    of product sales ($0.9 million and $4.8 million);
    Selling and administrative expenses with Harris to Selling and
    administrative expenses ($5.5 million and $7.0 million)    
    Current portion of long-term capital lease obligation to Harris
    of $0.5 million to Other accrued expenses; Due from Harris
    Corporation of $3.0 million to Other current assets;
    Long-term portion of capital lease obligation to Harris of
    $0.8 million to Other assets and liabilities, net    
    Changes in operating assets and liabilities, Due to Harris to
    changes in Restructuring liabilities and other
    ($19.9 million and $0.4 million).  Out of Period Adjustment out-of-period
 60




---



##### Table of Contents



Nature of Operations 802.16d-2004 16e-2005 point-to-point
  Note B 
    Significant
    Accounting Policies and New Accounting Pronouncements  Use of
    Estimates
        
    Revenue recognition
    Provision for doubtful accounts
    Inventory valuation
    Fair value of goodwill and intangible assets
    Valuation allowances for deferred tax assets
    Uncertainties in income taxes
    Software development costs
    Restructuring obligations
    Product warranty obligations
    Share-based awards
    Contingencies
    Useful lives of intangible assets, property, plant and equipment  Cash,
    Cash Equivalents and Short-Term Investments
   61




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##### Table of Contents



available-for-sale
    Note D  Fair Value Measurements of Assets
    and Liabilities
  Accounts
    Receivable, Major Customers and Other Significant
    Concentrations
    Note E  Receivables
           62




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##### Table of Contents



Inventories
  first-in, Note F  Inventories
  Income
    Taxes and Related Uncertainties
      Income Taxes
 63




---



##### Table of Contents



Property,
    Plant and Equipment
      Buildings and leasehold improvements

2 to 45 yearsSoftware developed for internal use

3 to 5 yearsMachinery and equipment

2 to 10 years   Note G  Property, Plant and
    Equipment
  Goodwill,
    Identifiable Intangible Assets and Impairment of Long-Lived
    Assets
           64




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##### Table of Contents



Note C  Goodwill and Identifiable Intangible
    Assets and Note G  Property, Plant and
    Equipments
  Capitalized
    Software
    product-by-product
    Other
    Accrued Expenses and Other Assets
    Warranties
   65




---



##### Table of Contents



30-day 90-day agreed-upon
  Note I  Accrued Warranties
  Operating
    Leases
    Contingent
    Liabilities
  Note O  Income Taxes Note R  Legal Proceedings
    Foreign
    Currency Translation
   66




---



##### Table of Contents



Retirement
    Benefits
      Financial
    Guarantees, Commercial Commitments and
    Indemnifications
       67




---



##### Table of Contents



Revenue
    Recognition
        No. 2009-13, Multiple-Deliverable Revenue Arrangements 2009-13). 2009-13 605-25, 2009-13
  
    Deletes the requirement to have objective and reliable evidence
    of fair value for undelivered elements in an arrangement. This
    may result in more deliverables being treated as separate units
    of accounting.
    Modifies the manner in which the arrangement consideration is
    allocated to the separately identified deliverables. ASU
    2009-13
    requires an entity to allocate revenue in an arrangement using
    its best estimate of selling prices (ESP) of deliverables if a
    vendor does not have vendor-specific objective evidence of
    selling price (VSOE) or third-party evidence of selling price
    (TPE), if VSOE is not available. Each separate unit of
    accounting must have a selling price, which can be based on
    managements estimate when there is no other means (VSOE or
    TPE) to determine the selling price of that deliverable. The
    arrangement consideration is allocated based on the
    elements relative selling prices.
    Eliminates use of the residual method and requires an entity to
    allocate revenue using the relative selling price method, which
    results in the discount in the transaction being evenly
    allocated to the separate units of accounting.  2009-13, No. 2009-14, Certain Revenue arrangements that Include Software Elements 2009-14). 2009-14
  2009-13 2009-14,
  2009-13 2009-14,
  
    Persuasive evidence of an arrangement exists. Contracts and
    customer purchase orders are generally used to determine the
    existence of an arrangement.
    Delivery has occurred. Shipping documents and customer
    acceptance, when applicable, are used to verify delivery. 68




---



##### Table of Contents




    The fee is fixed or determinable. We assess whether the fee is
    fixed or determinable based on the payment terms associated with
    the transaction and whether the sales price is subject to refund
    or adjustment.
    Collectibility is reasonably assured. We assess collectibility
    based primarily on the creditworthiness of the customer as
    determined by credit checks and analysis, as well as the
    customers payment history.  ASC 605-25 2009-13),
    2009-13 2009-14,
  ASC 985-605, Software Revenue Recognition SOP 97-2).
  985-605 ASC 985-605,
  2009-13 2009-14, ASC 985-605
 69




---



##### Table of Contents



2009-13 2009-14 2009-13 2009-14
  percentage-of-completion percentage-of-completion cost-to-cost
      Cost
    of Product Sales and Services
      Presentation
    of Taxes Collected from Customers and Remitted to Government
    Authorities
   70




---



##### Table of Contents



Share-Based
    Compensation
          Note M  Share-Based
    Compensation
  Net
    Loss per Share of Common Stock and Description of
    Shares Outstanding
        one-to-one
 71




---



##### Table of Contents



Restructuring
    and Related Expenses
  Note K  Restructuring
    Activities
  Research
    and Development Costs
    Segment
    Information
    Note N  Business Segments
  Initial
    Application of Accounting Standards
  Revenue Recognition,
    
    The Financial Accounting Standards Board (FASB)
    Accounting Standards
    Codification(tm)(Codification), which is now the source of
    authoritative U.S. generally accepted accounting principles
    (GAAP) recognized by the FASB to be applied for
    financial statements issued for periods ending after September
    2009. Additionally, we are using the new guidelines prescribed
    by the Codification when referring to GAAP, including the
    elimination of pre-Codification GAAP references unless
    accompanied by Codification GAAP references. 72




---



##### Table of Contents




    The accounting standard previously deferring the effective date
    of the fair value measurement standard for disclosures related
    to nonfinancial assets and nonfinancial liabilities that are
    recognized or disclosed at fair value in the financial
    statements on a nonrecurring basis. See
    Note D  Fair Value Measurements of Assets and
    Liabilitiesin these Notes to Consolidated Financial
    Statements for fair value disclosures required by this standard.
    The accounting standard requiring interim disclosures about fair
    value of financial instruments, which extends the annual
    disclosure requirements about fair value of financial
    instruments to interim reporting periods. See
    Note D  Fair Value Measurements of Assets and
    Liabilitiesin these Notes to Consolidated Financial
    Statements for fair value disclosures required by this standard.
    The accounting standard for determining whether instruments
    granted in share-based payment transactions are participating
    securities. There was no material change to our calculations of
    basic and diluted weighted average shares outstanding for prior
    periods.
    The accounting standards for accounting for business
    combinations, which significantly change the accounting and
    reporting requirements related to business combinations,
    including the recognition of acquisition-related transaction and
    post-acquisition restructuring costs in our results of
    operations as incurred. Additionally, these accounting standards
    require the capitalization of in-process research and
    development expenses. While the adoption of these standards did
    not have a material impact on our financial position, results of
    operations or cash flows directly in the first quarter of fiscal
    2010, it is expected to have a significant effect on the
    accounting for any future acquisitions we make.  Note C 
    Goodwill
    and Identifiable Intangible Assets      Summary
    of Goodwill
    Goodwill


Accumulated Impairment Losses


Net CarryingNorth America


International


Total


North America


International


Total


Value(In millions)Balance as of beginning of fiscal year

$
31.8


$
250.4


$
282.2


$
(31.8
)

$
(247.2
)

$
(279.0
)

$
3.2Purchase accounting adjustments






3.0



3.0















3.0Balance as of end of fiscal year

$
31.8


$
253.4


$
285.2


$
(31.8
)

$
(247.2
)

$
(279.0
)

$
6.2  73




---



##### Table of Contents



Goodwill


Accumulated Impairment Losses


Net CarryingNorth America


International


Total


North America


International


Total


Value(In millions)Balance as of beginning of fiscal year

$
36.2


$
248.0


$
284.2


$



$



$



$
284.2Goodwill from the Telsima acquisition






3.2



3.2















3.2Impairment charges














(31.8
)


(247.2
)


(279.0
)


(279.0
)Translation adjustments related to acquisitions in prior years


(4.4
)


(0.8
)


(5.2
)














(5.2
)Balance as of end of fiscal year

$
31.8


$
250.4


$
282.2


$
(31.8
)

$
(247.2
)

$
(279.0
)

$
3.2              74




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##### Table of Contents



Summary
    of Identifiable Intangible Assets
      TotalIdentifiablePurchased


Trade_


Customer


Non-Compete


IntangibleTechnology


Names


Relationships


Agreements


Assets(In millions)Net identifiable intangible assets as of June 29, 2007

$
72.6


$
43.4


$
27.4


$
1.1


$
144.5Less: amortization expense fiscal 2008


(7.9
)


(2.2
)


(3.3
)


(1.1
)


(14.5
)Foreign currency translation fiscal 2008


0.1















0.1Net identifiable intangible assets as of June 27, 2008


64.8



41.2



24.1







130.1Add: acquired fair value of Telsima identifiable intangible
    assets


6.9



0.1



0.6







7.6Less: amortization expense fiscal 2009


(8.1
)


(2.3
)


(3.3
)






(13.7
)Impairment charge fiscal 2009






(32.6
)










(32.6
)Tax adjustments related to valuation allowance


(3.8
)


(0.6
)


(2.4
)






(6.8
)Foreign currency translation fiscal 2009


(0.5
)














(0.5
)Net identifiable intangible assets as of July 3, 2009


59.3



5.8



19.0







84.1Less: amortization expense fiscal 2010


(8.2
)


(2.6
)


(3.0
)






(13.8
)Impairment charge fiscal 2010


(49.5
)






(13.7
)






(63.2
)Reclassification of tax adjustments






0.4



(0.4
)






Foreign currency translation fiscal 2010


0.4















0.4Net identifiable intangible assets as of July 2, 2010

$
2.0


$
3.6


$
1.9


$



$
7.5Gross identifiable intangible assets as of July 2, 2010

$
87.9


$
11.9


$
29.3


$



$
129.1Less accumulated amortization, impairment charges and other
    adjustments


(85.9
)


(8.3
)


(27.4
)






(121.6
)Net identifiable intangible assets as of July 2, 2010

$
2.0


$
3.6


$
1.9


$



$
7.5Amortization expense fiscal 2010

$
8.2


$
2.4


$
3.2


$



$
13.8Amortization expense fiscal 2009

$
8.1


$
2.3


$
3.3


$



$
13.7Amortization expense fiscal 2008

$
7.9


$
2.2


$
3.3


$
1.1


$
14.5Weighted Average Estimated Useful Life (in years)


3.0



1.6



5.0







     Fiscal YearsEnding in June(In millions)2011

$
3.32012


2.52013


1.02014


0.42015


0.3$
7.5  75




---



##### Table of Contents



Acquisition
    of Telsima
  (tm)
  (tm)
      TelsimaCalculation of Allocable Purchase Price

February 27, 2009(In millions)Cash to be paid to Telsima shareholders under purchase agreement

$
12.0Acquisition costs


1.1Total allocable purchase price

$
13.1     Balance Sheet as of the Acquisition Date (In millions)(In millions)Cash and cash equivalents

$
0.6Accounts and notes receivable


2.1Inventories


4.0In-process research and development


2.4Identifiable intangible assets


7.6Goodwill


6.2Property, plant and equipment


2.0Other assets


4.0Total assets

$
28.9Short-term debt

$
1.0Capital lease obligations


0.5Accounts payable and accrued expenses


14.3Total liabilities


15.8Net assets acquired

$
13.1    76




---



##### Table of Contents



(tm)
  TelsimaEstimatedExpense Type

Useful Life


Amount(Years)


(In millions)Purchased technology

Cost of product sales and services


6


$
6.9Other trade names

Selling and administrative


1



0.1Customer relationships

Selling and administrative


7



0.6$
7.6       Pro
    Forma Results
    2009

2008(In millions, except per share data)Revenue from product sales and services  as reported

$
679.9


$
718.4Revenue from product sales and services  pro forma

$
698.9


$
728.8Net loss  as reported

$
(355.0
)

$
(11.9
)Net loss  pro forma

$
(380.3
)

$
(49.5
)Net loss per diluted common share  as reported

$
(6.05
)

$
(0.20
)Net loss per diluted common share  pro forma

$
(6.48
)

$
(0.85
)     Note D 
    Fair
    Value Measurements of Assets and Liabilities    
    Level 1  Observable inputs such as quoted prices
    in active markets for identical assets or liabilities;
    Level 2  Observable market-based inputs or
    observable inputs that are corroborated by market data;
    Level 3  Unobservable inputs reflecting our own
    assumptions. 77




---



##### Table of Contents



July 2,

July 3,2010

2009Carrying

Fair

Carrying

Fair

ValuationAmount

Value

Amount

Value

Inputs(In millions)Financial Assets:Cash

$
60.4


$
60.4


$
95.7


$
95.7



Level 1Cash equivalents

$
81.3


$
81.3


$
41.1


$
41.1



Level 1Short-term investments

$



$



$
0.3


$
0.3



Level 1Foreign exchange forward contracts

$
0.1


$
0.1


$
1.1


$
1.1



Level 2Financial Liabilities:Short-term debt

$
5.0


$
5.0


$
10.0


$
10.0



Level 2Redeemable preference shares

$
8.3


$
8.3


$
8.3


$
8.3



Level 3Foreign exchange forward contracts

$
0.1


$
0.1


$
0.9


$
0.9



Level 2           Dividend yield


0.0
%Expected volatility


79.8
%Risk-free interest rate


0.17
%Expected holding period


0.23
year    78




---



##### Table of Contents



(In millions)Balance as of June 27, 2008

$
0.6Unrealized gain during the period


(0.6
)Balance as of July 3, 2009

$
   Note E 
    Receivables    July 2, 2010


July 3, 2009(In millions)Accounts receivable

$
113.6


$
163.1Notes receivable due within one year  net


4.5



6.8118.1



169.9Less allowances for collection losses


(13.3
)


(27.0
)$
104.8


$
142.9     Note F 
    Inventories    July 2, 2010


July 3, 2009(In millions)Finished products

$
60.4


$
63.0Work in process


8.0



13.6Raw materials and supplies


5.1



22.0$
73.5


$
98.6     Note G 
    Property,
    Plant and Equipment    July 2, 2010


July 3, 2009(In millions)Land

$
0.7


$
1.2Buildings


9.8



21.5Software developed for internal use


6.7



11.6Machinery and equipment


94.1



94.8111.3



129.1Less allowances for depreciation and amortization


(73.7
)


(71.7
)$
37.6


$
57.4  79




---



##### Table of Contents



Note H 
    Credit
    Facility and Debt             80




---



##### Table of Contents



Note I 
    Accrued
    Warranties    Fiscal Year EndedJuly 2, 2010


July 3, 2009(In millions)Balance as of the beginning of the fiscal year

$
5.5


$
6.9Acquisition of Telsima






0.3Warranty provision for sales made during the fiscal year


0.9



4.0Settlements made during the fiscal year


(3.2
)


(5.7
)Balance as of the end of the fiscal year

$
3.2


$
5.5   Note J 
    Redeemable
    Preference Shares        
    105% of the issue price after 5 years but before
    6 years from issue date
    104% of the issue price after 6 years but before
    7 years from issue date
    103% of the issue price after 7 years but before
    8 years from issue date
    102% of the issue price after 8 years but before
    9 years from issue date
    101% of the issue price after 9 years but before
    10 years from issue date
    100% of the issue price at the automatic redemption date of
    10 years from issue date 81




---



##### Table of Contents



Note K 
    Restructuring
    Activities and Subsequent Event    
    Severance, retention and related charges totaling
    $4.6 million associated with reduction in force activities.
    Charges totaling $0.5 million related to the relocation of
    U.S. employees to North Carolina from Florida.
    Charges totaling $2.0 million in facility lease obligation
    impairments primarily for facilities occupied in San Jose,
    California prior the relocation to our new corporate
    headquarters in Santa Clara, California.      
    Severance, retention and related charges associated with
    reduction in force activities totaling $8.0 million (Fiscal
    2009 Plan).
    Impairment of fixed assets (non-cash charges) totaling
    $0.4 million and facility restoration costs of
    $0.3 million at our Canadian location (Fiscal 2009 Plan).
    Adjustments to the restructuring liability under the 2007
    Restructuring Plans for changes in estimates related to
    sub-tenant
    activity at our U.S.($0.1 million increase) and Canadian
    locations ($0.3 million decrease).
    Adjustments to the restructuring liability under the 2007
    Restructuring Plans for changes in estimates to reduce the
    severance liability in Canada ($0.3 million decrease).      sub-tenant
     82




---



##### Table of Contents



Severance and


Facilities andBenefits


Other


Total(In millions)Total restructuring liability as of June 29, 2007

$
7.8


$
10.8


$
18.6Provision in fiscal 2008


4.0



5.9



9.9Release of accrual to statement of operations in fiscal 2008


(0.6
)






(0.6
)Amount credited to goodwill in fiscal 2008






(1.1
)


(1.1
)Other adjustments to liability, including foreign currency
    translation during fiscal 2008


0.6



0.2



0.8Non-cash charges in fiscal 2008






(4.1
)


(4.1
)Cash payments in fiscal 2008


(10.0
)


(3.2
)


(13.2
)Total restructuring liability as of June 27, 2008


1.8



8.5



10.3Provision in fiscal 2009 (Fiscal 2009 Plan)


7.9



0.3



8.2Reversal of accrual in fiscal 2009 to statement of operations
    for changes in estimates (Fiscal 2007 Plans)


(0.2
)


(0.2
)


(0.4
)Non-cash charges in fiscal 2009 (Fiscal 2009 Plan)






(0.4
)


(0.4
)Cash payments in fiscal 2009


(7.0
)


(2.9
)


(9.9
)Total restructuring liability as of July 03, 2009


2.5



5.3



7.8Provision in fiscal 2010 (Fiscal 2009 Plan)


4.6



2.5



7.1Cash payments in fiscal 2010


(4.9
)


(3.6
)


(8.5
)Total restructuring liability as of July 02, 2010

$
2.2


$
4.2


$
6.4Current portion of restructuring liability as of July 2,
    2010

$
2.2


$
3.8


$
6.0Long-term portion of restructuring liability as of July 2,
    2010






0.4



0.4Total restructuring liability as of July 2, 2010

$
2.2


$
4.2


$
6.4    83




---



##### Table of Contents



Note L 
    Accumulated
    Other Comprehensive (Loss) Income    TotalAccumulatedForeign





OtherCurrency


Hedging


ComprehensiveTranslation


Derivatives


(Loss) IncomeBalance as of June 29, 2007

$



$



$
Foreign currency translation gain


4.1







4.1Net unrealized loss on hedging activities






(0.3
)


(0.3
)Balance as of June 27, 2008


4.1



(0.3
)


3.8Foreign currency translation loss


(8.5
)






(8.5
)Net unrealized loss on hedging activities






(0.1
)


(0.1
)Balance as of July 3, 2009


(4.4
)


(0.4
)


(4.8
)Foreign currency translation loss


1.5







1.5Net unrealized loss on hedging activities






0.7



0.7Balance as of July 3, 2009

$
(2.9
)

$
0.3


$
(2.6
)   Note M 
    Share-Based
    Compensation         84




---



##### Table of Contents



2010


2009


2008(In millions)Cost of product sales and services

$
0.2


$
0.3


$
1.2Research and development expenses


0.6



0.7



1.3Selling and administrative expenses


2.4



1.9



5.3Total compensation expense


3.2



2.9



7.8Less related income tax benefit recognized










(0.7
)Total net of income tax benefits

$
3.2


$
2.9


$
7.1   Stock
    Options Awarded Under our 2007 Stock Equity Plan
              Grant Date

2010

2009

2008Expected dividends


0.0
%


0.0
%


0.0
%Expected volatility


61.1
%


54.2
%


55.6
%Risk-free interest rate


2.35
%


2.36
%


3.14
%Expected term (years)


4.410



4.375



4.375Stock price on date of grant

$
6.26


$
5.68


$
13.68Number of stock options granted


1,681,959



1,043,405



20,050Fair value per option on date of grant

$
3.16


$
2.60


$
6.55  85




---



##### Table of Contents



WeightedWeighted

AverageWeighted

Average Grant

RemainingAverage

Date Fair

Contractual

AggregateShares

Exercise Price

Value

Life

Intrinsic Value($)

($)

(Years)

($ in millions)Stock options outstanding as of July 3, 2009


1,103,177



7.94



10.81Stock options forfeited


(216,857
)


6.33



3.09Stock options expired


(16,154
)


15.75



8.76Stock options granted


1,681,959



6.26



3.16Stock options exercised


(17,399
)


5.97



2.70Stock options outstanding as of July 2, 2010


2,534,726



6.92



7.11



6.0



Stock options exercisable as of July 2, 2010


763,144



8.68



4.46



5.2



Stock options vested and expected to vest as of July 2,
    2010(1)


2,308,714



6.92



7.11



6.0



     (1)
    
    The options expected to vest are the result of applying the
    pre-vesting forfeiture rate assumptions to total outstanding
    options.  in-the-money
    Weighted AverageGrant DateShares

Fair ValueNonvested stock options as of July 3, 2009


970,332


$
3.02Stock options granted


1,681,959


$
3.16Stock options forfeited


(216,857
)

$
3.09Stock options expired


(16,154
)

$
8.76Stock options vested


(629,883
)

$
3.06Nonvested stock options as of July 2, 2010


1,789,397


$
3.08     Restricted
    Stock Awards Under our 2007 Stock Equity Plan
   86




---



##### Table of Contents



Weighted AverageGrant DateShares

Fair ValueRestricted stock outstanding as of July 3, 2009


176,975


$
11.53Restricted stock granted


420,158


$
6.09Restricted stock vested and released


(109,598
)

$
14.92Restricted stock forfeited


(95,166
)

$
6.56Restricted stock outstanding as of July 2, 2010


392,369


$
5.96     Performance
    Share Awards
      30-month
        Weighted AverageGrant DateShares

Fair ValuePerformance shares outstanding as of July 3, 2009


492,509


$
5.60Performance shares granted


401,606


$
6.05Performance shares vested and released


Performance shares forfeited due to target thresholds not
    achieved


Performance shares forfeited due to terminations


(247,332
)

$
5.98Performance shares outstanding as of July 2, 2010


646,783


$
5.73    87




---



##### Table of Contents



Stock
    Options Assumed in the Stratex Acquisition
    WeightedAverageWeighted

Remaining

AggregateNumber of

Average

Contractual

IntrinsicOptions

Exercise Price

Life

Value(Years)Stock options outstanding as of July 3, 2009


1,693,820


$
25.52Stock options forfeited


(26
)

$
17.96Stock options expired


(542,826
)

$
41.20Stock options exercised


(217
)

$
1.01Stock options outstanding as of July 2, 2010


1,150,751


$
18.12



1.9


$
Stock options exercisable as of July 2, 2010


1,148,877


$
18.12



1.9


$
Stock options vested and expected to vest as of July 2,
    2010(1)


1,150,751


$
18.12



1.9


$
     (1)
    
    The options expected to vest are the result of applying the
    pre-vesting forfeiture rate assumptions to total outstanding
    options.  in-the-money
      Weighted AverageGrant DateShares

Fair ValueNonvested stock options as of July 3, 2009


8,454


$
9.07Stock options forfeited


(26
)

$
17.96Stock options vested


(6,554
)

$
9.02Nonvested stock options as of July 2, 2010


1,874


$
9.11    88




---



##### Table of Contents



Summary
    of All Stock Options
    Options OutstandingWeightedAverage



Options ExercisableRemaining

Weighted



WeightedNumber

Contractual

Average

Number

AverageActual Range of Exercise Prices

Outstanding

Life

Exercise Price

Exercisable

Exercise Price(Years)$3.01  $9.96


2,483,500



6.0


$
6.10



713,256


$
5.93$10.40  $17.96


802,985



1.8


$
16.78



799,773


$
16.78$18.04  $27.76


383,555



2.7


$
22.81



383,555


$
22.81$28.12  $86.75


15,437



0.3


$
68.26



15,437


$
68.26$3.01  $86.75


3,685,477



4.7


$
10.42



1,912,021


$
14.36   Note N 
    Business
    Segments    2010


2009


2008(In millions)RevenueNorth America

$
175.1


$
232.0


$
242.5International


303.8



447.9



475.9Total Revenue

$
478.9


$
679.9


$
718.4   2010


2009


2008(In millions)Loss Before Income TaxesSegment Operating (Loss) Income:North America(1)

$
(64.2
)

$
(63.4
)

$
(8.0
)International(2)


(69.1
)


(271.9
)


(5.7
)Other income


1.2







Net interest expense


(1.9
)


(1.9
)


(0.2
)Loss before income taxes

$
(134.0
)

$
(337.2
)

$
(13.9
)     (1)
    
    The following tables summarize certain charges, expenses and
    gains included in the North America segment operating results
    during fiscal 2010, 2009 and 2008:  89




---



##### Table of Contents



2010


2009


2008(In millions)Goodwill impairment charges

$



$
31.8


$
Intangible assets impairment charges


5.1



10.7



Property, plant and equipment impairment charges


7.0



3.2



Other impairment charges and rebranding expenses


4.0







Charges for product transition and inventory mark-downs


16.9



25.3



12.9Restructuring charges


5.6



5.1



9.0Amortization of purchased technology, trade names, customer
    relationships and non-compete agreements


11.7



3.0



2.7Executive severance


2.4







Amortization of the fair value adjustments related to fixed
    assets


0.5



0.6



1.1Cost of integration activities undertaken in connection with the
    merger










3.2Gain on sale of building and Telsima acquisition purchase price
    settlement


(1.0
)






Share-based compensation expense


2.9



1.8



7.4$
55.1


$
81.5


$
36.3     (2)
    
    The following tables summarize certain charges and expenses
    included in the International segment operating results during
    fiscal 2010, 2009 and 2008:  2010


2009


2008(In millions)Goodwill impairment charges

$



$
247.2


$
Intangible assets impairment charges


58.1



21.9



Property, plant and equipment impairment charges


1.7







Other impairment charges and rebranding expenses


2.0







Amortization of purchased technology, trade names, customer
    relationships and non-compete agreements


2.2



10.2



11.9Charges for product transition and inventory mark-downs






4.5



1.8Restructuring charges


1.5



3.1



0.3Acquired in-process research and development






2.4



Amortization of the fair value adjustments related to fixed
    assets


0.1



1.1



1.7Cost of integration activities undertaken in connection with the
    merger










7.9Gain on Telsima acquisition purchase price settlement


(1.2
)






Share-based compensation expense


0.3



1.1



0.4$
64.7


$
291.5


$
24.0     2010


% of Total


2009


% of Total


2008


% of Total(In millions)United States

$
157.4



32.8
%

$
208.6



30.7
%

$
192.3



26.8
%Nigeria


84.2



17.6
%


145.9



21.5
%


137.6



19.2
%Saudi Arabia


33.0



6.9
%


4.8



0.7
%


0.7



0.1
%Poland


15.1



3.2
%


36.5



5.4
%


29.6



4.1
%Other


189.6



39.5
%


284.1



41.7
%


358.2



49.8
%Total

$
479.3



100.0
%

$
679.9



100.0
%

$
718.4



100.0
%  90




---



##### Table of Contents



July 2,


July 3,2010


2009(In millions)United States

$
33.2


$
60.4Singapore


20.7



71.0United Kingdom


4.9



22.8Other countries


15.7



9.9Total

$
74.5


$
164.1   Note O 
    Income
    Taxes    2010


2009


2008(In millions)United States

$
(97.6
)

$
(188.0
)

$
(69.9
)Foreign


(36.4
)


(149.2
)


56.0Total

$
(134.0
)

$
(337.2
)

$
(13.9
)     2010


2009


2008(In millions)Current provision:United States

$
(4.4
)

$



$
Foreign


4.8



1.7



5.5State and local






0.1



Total current provision


0.4



1.8



5.5Deferred provision (benefit):United States






22.1



(16.5
)Foreign


(4.2
)


(9.0
)


10.8State and local






2.9



(1.8
)Total deferred provision (benefit)


(4.2
)


16.0



(7.5
)$
(3.8
)

$
17.8


$
(2.0
)     2010


2009


2008(In millions)Statutory U.S. Federal tax rate


(35.0
)%


(35.0
)%


(35.0
)%Valuation allowances


10.8



15.1



113.2State and local taxes, net of U.S. Federal tax benefit


(0.9
)


(0.8
)


(12.9
)Goodwill impairment not deductible






16.3



Foreign income taxed at rates less than the U.S. statutory rate


6.4



7.4



(85.5
)Dividend from foreign subsidiary


13.1







Other


2.8



2.3



5.8Effective tax rate


(2.8
)%


5.3
%


(14.4
)%  91




---



##### Table of Contents



July 2, 2010


July 3, 2009Current


Non-Current


Current


Non-Current(In millions)Deferred tax assets:Inventory

$
21.5


$



$
18.0


$
Accruals


1.4







3.1



Unrealized impairment loss














1.2Other reserves and accruals


1.3







0.2



0.8Bad debts


3.1







6.1



Warranty reserve


1.2







2.4



Depreciation






5.3







4.8Amortization






11.6







17.2Other foreign






1.3



6.0



Stock options






4.5







3.3Severance and restructuring costs


2.5







2.3



Deferred revenue






1.3







3.4Unrealized exchange gain/loss


3.6







1.4



Other






4.7







1.2Capital loss carryforward














5.8Tax credit carryforwards






24.5







28.0Tax loss carryforwards






108.1







90.2Total deferred tax assets


34.6



161.3



39.5



155.9Valuation allowance


(34.6
)


(148.8
)


(39.5
)


(129.4
)Net deferred tax assets






12.5







26.5Deferred tax liabilities:Purchased identifiable intangible assets














19.4Total deferred tax liabilities














19.4Net deferred tax asset (liability)

$



$
12.5


$



$
7.1      92




---



##### Table of Contents



93




---



##### Table of Contents



Unrecognized tax benefit as of June 27, 2008

$
29.6Additions for tax positions in prior periods


1.5Decreases for tax positions in prior periods


(0.2
)Unrecognized tax benefit as of July 3, 2009


30.9Additions for tax positions in prior periods


1.3Decreases for tax positions in prior periods


(17.3
)Unrecognized tax benefit as of July 2, 2010

$
14.9     Note P 
    Operating
    Lease Commitments    month-to-month
    Fiscal YearsEnding in June(In millions)2011

$
10.52012


6.32013


4.02014


3.42015


2.6Thereafter


13.2Total

$
40.0    94




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##### Table of Contents



Note Q 
    Risk
    Management, Derivative Financial Instruments and Hedging
    Activities            Contract Amount


Contract(Local Currency)


Amount(USD)(In millions)Canadian dollar (CAD) net contracts to receive (pay)
    USD


(CAD
)


3.4


$
3.2Euro (EUR) net contracts to receive (pay) USD


(EUR
)


(2.9
)

$
(3.5
)Philippine peso (PHP) net contracts to receive (pay)
    USD


(PHP
)


(136.3
)

$
(3.0
)Polish zloty (PLN) net contracts to receive (pay) USD


(PLN
)


28.6


$
8.6Singapore dollar (SGD) net contracts to receive
    (pay) USD


(SGD
)


2.9


$
2.1Republic of South Africa rand (ZAR) net contracts to
    receive (pay) USD


(ZAR
)


31.2


$
4.1All other currencies net contracts to receive (pay) USD









$
2.6Total of all currencies









$
14.1     Contract Amount


Contract(Local Currency)


Amount(USD)(In millions)Australian dollar (AUD) net contracts to receive
    (pay) USD


(AUD
)


10.8


$
8.6Canadian dollar (CAD) net contracts to receive (pay)
    USD


(CAD
)


(5.7
)

$
(5.0
)Euro (EUR) net contracts to receive (pay) USD


(EUR
)


10.4


$
14.6Polish zloty (PLN) net contracts to receive (pay) USD


(PLN
)


31.2


$
9.6All other currencies net contracts to receive (pay) USD









$
1.4Total of all currencies









$
29.2  95




---



##### Table of Contents



Asset Derivatives


Liability DerivativesBalance Sheet Location


Fair Value


Balance Sheet Location


Fair Value(In millions)Derivatives designated as hedging instruments:Foreign exchange forward contracts


Other current assets


$
0.1



Other current liabilities


$
0.1Derivatives not designated as hedging instruments:Foreign exchange forward contracts


Other current assets







Other current liabilities



Total derivatives





$
0.1






$
0.1     Asset Derivatives


Liability DerivativesBalance Sheet Location


Fair Value


Balance Sheet Location


Fair Value(In millions)Derivatives designated as hedging instruments:Foreign exchange forward contracts


Other current assets


$
0.2



Other current liabilities


$
Derivatives not designated as hedging instruments:Foreign exchange forward contracts


Other current assets


$
0.9



Other current liabilities


$
0.9Total derivatives





$
1.1






$
0.9     Locations of Gains (Losses) Recorded From Derivatives
    Designated as Cash Flow Hedges

2010

2009(In millions)Amount of gain (loss) of effective hedges recognized in Other
    Comprehensive Income

$
0.6


$
2.6Amount of gain (loss) of effective hedges reclassified from
    Other Comprehensive Income into:Revenue

$
(0.2
)

$
2.6Cost of Products Sold

$
0.2


$
Amount recorded into Cost of Products Sold associated with
    excluded time value

$
0.2


$
Amount recorded into Cost of Products Sold due to hedge
    ineffectiveness

$
0.1


$
    96




---



##### Table of Contents



Cash Flow
    Hedges
            Non-Designated
    Hedges
   97




---



##### Table of Contents



Location of Gain(Loss) Recognized inIncome on2010

2009

DerivativesDerivatives not designated as hedging instruments:Gains (losses) on foreign exchange forward contracts


(0.4
)


5.4



Cost of products sold   Credit
    Risk
      Note R 
    Legal
    Proceedings  Form 10-K Rule 10b-5
   98




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##### Table of Contents



Note S 
    Quarterly
    Financial Data (Unaudited)    1st Quarter

2nd Quarter

3rd Quarter

4th Quarter10-02-2009

01-01-2010

04-02-2010

07-02-2010(In millions, except share amounts)Fiscal 2010Revenue

$
120.0


$
122.6


$
120.0


$
116.3Gross margin

$
37.7


$
42.3


$
18.2


$
35.2Loss from operations

$
(6.4
)

$
(6.2
)

$
(29.0
)

$
(91.7
)Net loss

$
(7.8
)

$
(7.9
)

$
(25.7
)

$
(88.8
)Per share data(1):Basic and diluted net loss per share of Common Stock(2)

$
(0.13
)

$
(0.13
)

$
(0.43
)

$
(1.49
)Market price range of one share of Common Stock:High

$
7.79


$
7.49


$
8.25


$
7.42Low

$
5.65


$
5.81


$
5.85


$
3.46   1st Quarter

2nd Quarter

3rd Quarter

4th Quarter09-26-2008

01-02-2009

04-03-2009

07-03-2009(In millions, except share amounts)Fiscal 2009Revenue

$
195.8


$
190.9


$
158.0


$
135.2Gross margin

$
59.1


$
51.1


$
16.5


$
47.7Income (loss) from operations

$
7.7


$
(294.8
)

$
(35.2
)

$
(13.0
)Net income (loss)

$
6.5


$
(318.7
)

$
(39.4
)

$
(3.4
)Per share data(1):Basic net income (loss) per share of Class A and
    Class B Common Stock

$
0.11


$
(5.43
)

$
(0.67
)

$
(0.06
)Diluted net income (loss) per share of Class A and
    Class B Common Stock

$
0.10


$
(5.43
)

$
(0.67
)

$
(0.06
)Market price range of one share of Class A Common Stock:High

$
11.45


$
7.85


$
7.24


$
6.75Low

$
6.85


$
3.26


$
3.00


$
3.91     (1)
    
    In fiscal 2009, we had Class A and Class B shares of
    common stock outstanding. The net loss per common share amounts
    were the same for Class A and Class B because the
    holders of each class were legally entitled to equal per share
    distributions whether through dividends or in liquidation.
    Subsequent to May 27, 2009, Class B Common Stock
    converted automatically into shares of Class A Common
    Stock. There were no shares of Class B common stock
    outstanding during fiscal 2010. Effective November 19,
    2009, under a change to our certificate of incorporation
    approved by shareholders, all shares of our Class A common
    stock were reclassified on a 99




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##### Table of Contents



one-to-one
    basis to shares of Common Stock without a class designation; we
    no longer have Class A or Class B common stock
    authorized, issued or outstanding.    1st Quarter


2nd Quarter


3rd Quarter


4th Quarter10-02-2009


01-01-2010


04-02-2010


07-02-2010Intangible assets impairment charges

$



$



$



$
63.2Property, plant and equipment impairment charges














8.7Other impairment charges and rebranding expenses














3.4Charges for product transition










16.9



Amortization of purchased technology


2.1



2.1



2.1



1.9Restructuring charges


1.1



1.5



0.7



3.8Amortization of trade names and customer relationships


1.5



1.5



1.3



1.3Executive severance










0.6



1.8Amortization of fair value adjustments to fixed assets


0.2



0.2



0.2



Costs of rebranding and transition from Harris


0.1



1.5



0.8



0.3Gain on sale of building and Telsima acquisition purchase price
    settlement














(2.2
)Share-based compensation expense


1.1



0.5



0.3



1.3$
6.1


$
7.3


$
22.9


$
83.5   1st Quarter


2nd Quarter


3rd Quarter


4th Quarter09-26-2008


01-02-2009


04-03-2009


07-03-2009Goodwill impairment charges

$



$
279.0


$



$
Impairment charges for the trade name Stratex






22.0







10.6Charges for product transition and product discontinuances










29.8



Charge to increase deferred tax valuation allowance






20.8







Restructuring charges


3.3



1.1



0.5



3.3Amortization of purchased technology


1.8



1.8



1.8



2.1Amortization of trade names and customer relationships


1.4



1.4



1.4



1.5Software impairment charges










2.9



0.3Acquired in-process research and development










2.4



Amortization of fair value adjustments to fixed assets


0.6



0.6



0.3



0.2Share-based compensation expense


1.1



0.4



0.5



0.9$
8.2


$
327.1


$
39.6


$
18.9    100




---



##### Table of Contents



Note T 
    Preferred
    Share Purchase Rights    Note U 
    Subsequent
    Event   101




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
    Form 10-K.
  Changes
    in Internal Control over Financial Reporting
    Item 9B.
    Other
    Information   PART III  10-K
 102




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##### Table of Contents



Item 10.
    Directors,
    Executive Officers and Corporate Governance  www.aviatnetworks.com. www.aviatnetworks.com
    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Equity
    Compensation Plan Summary
    Number of SecuritiesRemaining Available forNumber of Securities to



Further Issuance Underbe Issued Upon Exercise



Equity Compensationof Options and Vesting of

Weighted-Average

Plans (ExcludingRestricted Stock and

Exercise Price of

Securities Reflected inPlan Category

Performance Shares

Outstanding Options(1)

the First Column)Equity Compensation plan approved by security holders(2)


3,573,878


$
6.92



6,593,588Equity Compensation plans not approved by security holders(3)


1,150,751


$
18.12



Total


4,724,629


$
9.65



6,593,588     (1)
    
    Excludes weighted average fair value of restricted stock and
    performance shares at issuance date.(2)
    
    Consists solely of our 2007 Stock Equity Plan, as amended and
    restated effective November 19, 2009.(3)
    
    Consists of common stock that may be issued pursuant to option
    plans and agreements assumed pursuant to the Stratex
    acquisition. The Stratex plans were duly approved by the
    shareholders of Stratex prior to the merger with us. No shares
    are available for further issuance.(4)
    
    For further information on our equity compensation plans see
    Note B  Significant Accounting Policies
    and New Accounting Pronouncements and
    Note M  Share-Based Compensation in
    the Notes to Consolidated Financial Statements included in
    Item 8.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   103




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules    1.
    Financial
    Statements.  Form 10-K.
  2.
    Financial
    Statement Schedules.      2(b).
    Exhibits.
    Ex. #

Description2
.1

Amended and Restated Formation, Contribution and Merger
    Agreement, dated as of December 18, 2006, among Harris
    Corporation, Stratex Networks, Inc., Harris Stratex Networks,
    Inc. and Stratex Merger Corp. (incorporated by reference to
    Appendix A to the proxy statement/prospectus forming a part
    of the Registration Statement on
    Form S-4
    of Harris Stratex Networks, Inc. filed with the Securities and
    Exchange Commission on January 3, 2007, File
    No. 333-137980)2
.2

Letter Agreement, dated as of January 26, 2007, among
    Harris Corporation, Stratex Networks, Inc., Harris Stratex
    Networks, Inc. and Stratex Merger Corp. (incorporated by
    reference to Exhibit 2.1.1 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)2
.3

Agreement and Plan of Merger by and among Harris Stratex
    Networks Operating Corporation, Eagle Networks Merger
    Corporation, Telsima Corporation and the Holder Representative
    dated as of February 27, 2009 (incorporated by reference to
    Exhibit 2.1 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    March 6, 2009, File
    No. 001-33278)3
.1

Amended and Restated Certificate of Incorporation of Harris
    Stratex Networks, Inc. as filed with the Secretary of State of
    the State of Delaware on November 19, 2009 (incorporated by
    reference to Exhibit 3.1 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 20, 2009, File
    No. 001-33278)3
.2

Amended and Restated Bylaws of Harris Stratex Networks, Inc.
    (incorporated by reference to Exhibit 3.2 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 20, 2009, File
    No. 001-33278)3
.3

Certificate of Ownership and Merger Merging Aviat Networks, Inc.
    into Harris Stratex Networks, Inc., effective January 27,
    2010, as filed with the Secretary of State of the State of
    Delaware on January 27, 2010 (incorporated by reference to
    Exhibit 3.1 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 28, 2010, File
    No. 001-33278) 104




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##### Table of Contents



Ex. #

Description4
.1

Intentionally omitted.4
.1.1

Specimen common stock certificate, adopted as of
    January 29, 20104
.2

Intentionally omitted.4
.3

Intentionally omitted.10
.1

Intentionally omitted.10
.2

Non-Competition Agreement among Harris Stratex Networks, Inc.,
    Harris Corporation and Stratex Networks, Inc. dated
    January 26, 2007 (incorporated by reference to
    Exhibit 10.2 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.3

Intellectual Property Agreement between Harris Stratex Networks,
    Inc. and Harris Corporation dated January 26, 2007
    (incorporated by reference to Exhibit 10.4 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.4

Trademark and Trade Name License Agreement between Harris
    Stratex Networks, Inc. and Harris Corporation dated
    January 26, 2007 (incorporated by reference to
    Exhibit 10.5 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.5

Intentionally omitted.10
.6

Transition Services Agreement between Harris Stratex Networks,
    Inc. and Harris Corporation dated January 26, 2007
    (incorporated by reference to Exhibit 10.7 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.6.1

Amendment to Transition Services Agreement between Harris
    Stratex Networks, Inc. and Harris Corporation dated
    December 12, 2008 (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended January 2, 2009 filed with the
    Securities and Exchange Commission on February 10, 2009,
    File
    No. 001-33278)10
.7

Intentionally omitted.10
.8

NetBoss Service Agreement between Harris Stratex Networks, Inc.
    and Harris Corporation dated January 26, 2007 (incorporated
    by reference to Exhibit 10.9 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.9

Intentionally omitted.10
.10

Tax Sharing Agreement between Harris Stratex Networks, Inc. and
    Harris Corporation dated January 26, 2007 (incorporated by
    reference to Exhibit 10.11 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.11

Intentionally omitted.10
.12*

Employment Agreement, effective as of April 8, 2008,
    between Harris Stratex Networks, Inc. and Harald J. Braun
    (incorporated by reference to Exhibit 10.15.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 28, 2008 filed with the
    Securities and Exchange Commission on May 6, 2008, File
    No. 001-33278)10
.13*

Restated Employment Agreement, dated as of May 14, 2002, by
    and between Stratex Networks, Inc. and Charles D. Kissner
    (incorporated by reference to Exhibit 10.7 to the Annual
    Report on
    Form 10-K
    of Stratex Networks, Inc. for the Fiscal Year Ended
    March 31, 2003 filed with the Securities and Exchange
    Commission on May 19, 2003, File
    No. 000-15895)10
.13.1*

Third Amendment to Employment Agreement, dated as of
    December 15, 2006, by and between Stratex Networks, Inc.
    and Charles D. Kissner (incorporated by reference to
    Exhibit 10.29 to Amendment No. 2 to the Registration
    Statement on
    Form S-4
    filed with the Securities and Exchange Commission on
    December 19, 2006, File
    No. 333-137980)10
.14*

Standard Form of Executive Employment Agreement between Harris
    Stratex Networks, Inc. and certain executives (incorporated by
    reference to Exhibit 10.16 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.15

Form of Indemnification Agreement between Harris Stratex
    Networks, Inc. and its directors and certain officers
    (incorporated by reference to Exhibit 10.16 to the
    Registration Statement on
    Form S-1
    of Stratex Networks, Inc., File
    No. 33-13431) 105




---



##### Table of Contents



Ex. #

Description10
.16

Sublicense Agreement, effective as of January 26, 2007,
    between Harris Stratex Networks, Inc. and Harris Stratex
    Networks Operating Corporation (incorporated by reference to
    Exhibit 10.22 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 29, 2007 filed with the
    Securities and Exchange Commission on August 27, 2007, File
    No. 001-33278)10
.17*

Harris Stratex Networks, Inc. Annual Incentive Plan
    (incorporated by reference to Exhibit 10.17 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 27, 2008 filed with the
    Securities and Exchange Commission on September 25, 2008,
    File
    No. 001-33278)10
.18*

Harris Stratex Networks, Inc. 2007 Stock Equity Plan
    (incorporated by reference to Exhibit 4.9 to the
    Registration Statement on
    Form S-8
    filed with the Securities and Exchange Commission on
    February 5, 2007, File
    No. 333-140442)10
.18.1

Harris Stratex Networks, Inc. 2007 Stock Equity Plan (As Amended
    and Restated Effective November 19, 2009) (incorporated by
    reference to Appendix B to the Registrants
    Schedule 14A filed with the Securities and Exchange
    Commission on October 7, 2009, File
    No. 001-33278)10
.19

Credit Agreement between Harris Stratex Networks, Inc., Harris
    Stratex Networks Operating Corporation, Harris Stratex
    Networks(S) Pte. Ltd., Bank of America, N.A., Silicon Valley
    Bank, Banc of America Securities Asia Limited and Banc of
    America Securities LLC, dated June 30, 2008 (incorporated
    by reference to Exhibit 10.19 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 27, 2008 filed with the
    Securities and Exchange Commission on September 25, 2008,
    File
    No. 001-33278)10
.19.1

Amendment No. 1 to Credit Agreement between Aviat Networks,
    Inc., Aviat U.S., Inc., Aviat Networks(S) Pte. Ltd., Bank
    of America, N.A., Bank of America, N.A. Hong Kong Branch, and
    Silicon Valley Bank, dated August 23, 201010
.20

Amended and Restated Loan and Security Agreement between Stratex
    Networks, Inc. and Silicon Valley Bank, dated January 21,
    2004 (incorporated by reference to Exhibit 10.1 to the
    Report on
    Form 8-K
    of Stratex Networks, Inc. on January 22, 2004, File
    No. 000-15895)10
.20.1

Amendment No. 5 to Amended and Restated Loan and Security
    Agreement between Harris Stratex Networks Operating Corporation,
    a wholly owned subsidiary of Harris Stratex Networks, Inc. and
    the successor to Stratex Networks, Inc. and Silicon Valley Bank,
    dated February 23, 2007 (incorporated herein by reference
    to Exhibit 10.28.5 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 29, 2007 filed with the
    Securities and Exchange Commission on August 27, 2007, File
    No. 001-33278)10
.21

Intentionally omitted.10
.22*

Employment Agreement, effective as of May 4, 2009, between
    Harris Stratex Networks, Inc. and Thomas L. Cronan III
    (incorporated by reference to Exhibit 10.1 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on May 5,
    2009, File
    No. 001-33278)10
.23*

Employment Agreement, dated as of April 1, 2006, between
    Harris Stratex Networks, Inc. and Heinz Stumpe (incorporation by
    reference to Exhibit 10.15.2 to the Companys
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 30, 2007 filed with the
    Securities and Exchange Commission on May 8, 2007, File
    No. 001-33278)10
.24*

Employment Agreement, dated as of May 14, 2002, between
    Stratex Networks, Inc. and Paul Kennard (incorporated by
    reference to Exhibit 10.1 to the Stratex Networks, Inc.
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2006 filed with the
    Securities and Exchange Commission on August 9, 2006, File
    No. 000-15895)10
.24.1*

Amendment A, effective as of April 1, 2006, to Employment
    Agreement, dated May 14, 2002, between Stratex Networks,
    Inc. and Paul Kennard (incorporated by reference to
    Exhibit 10.2 to the Stratex Networks, Inc. Quarterly Report
    on
    Form 10-Q
    for the fiscal quarter ended June 30, 2006 filed with the
    Securities and Exchange Commission on August 9, 2006, File
    No. 000-15895)10
.24.2*

Amendment B, effective as of April 1, 2006, to Employment
    Agreement, dated May 14, 2002, between Stratex Networks,
    Inc. and Paul Kennard (incorporated by reference to
    Exhibit 10.3 to the Stratex Networks, Inc. Quarterly Report
    on
    Form 10-Q
    for the fiscal quarter ended June 30, 2006 filed with the
    Securities and Exchange Commission on August 9, 2006, File
    No. 000-15895) 106




---



##### Table of Contents



Ex. #

Description10
.25*

Employment Agreement, dated as of May 14, 2002, between
    Stratex Networks, Inc. and Shaun McFall (incorporated by
    reference to Exhibit 10.25 to the Companys Annual Report
    on Form 10-K
    for the fiscal year ended July 3, 2009 filed with the
    Securities and Exchange Commission on September 4, 2009,
    File No.
    001-33278)10
.25.1*

Amendment, effective April 1, 2006, to Employment
    Agreement, dated May 14, 2002, between Stratex Networks,
    Inc. and Shaun McFall (incorporated by reference to
    Exhibit 10.25.1 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended July 3, 2009 filed with the
    Securities and Exchange Commission on September 4, 2009,
    File No. 001-33278)10
.26

Employment Agreement, dated June 28, 2010, between Aviat
    Networks, Inc. and Charles D. Kissner (incorporated by reference
    to Exhibit 10.1 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    July 1, 2010, File
    No. 001-33278)21


List of Subsidiaries of Aviat Networks, Inc.23


Consent of Independent Registered Public Accounting Firm31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer.31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer.32
.1

Section 1350 Certification of Chief Executive Officer.32
.2

Section 1350 Certification of Chief Financial Officer.     *
    
    Management compensatory contract, arrangement or plan required
    to be filed as an exhibit pursuant to Item 15(b) of this
    report. 107




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##### Table of Contents



SIGNATURES    
  By:
    /s/  Charles
    D. Kissner        Signature

Title

Date/s/  Charles
    D. KissnerCharles
    D. Kissner

Chief Executive Officer and Chairman of the Board
    (Principal Executive Officer)

September 9, 2010/s/  Thomas
    L. Cronan IIIThomas
    L. Cronan III

Senior Vice President and Chief Financial Officer
    (Principal Financial Officer)

September 9, 2010/s/  J.
    Russell MinceyJ.
    Russell Mincey

Vice President, Corporate Controller and Principal Accounting
    Officer
    (Principal Accounting Officer)

September 9, 2010/s/  Eric
    C. EvansEric
    C. Evans

Director

September 9, 2010/s/  William
    A. HaslerWilliam
    A. Hasler

Director

September 9, 2010/s/  Clifford
    H. HiggersonClifford
    H. Higgerson

Director

September 9, 2010/s/  Dr. Mohsen
    SohiDr. Mohsen
    Sohi

Director

September 9, 2010/s/  James
    C. StoffelJames
    C. Stoffel

Lead Independent Director

September 9, 2010/s/  Edward
    F. ThompsonEdward
    F. Thompson

Director

September 9, 2010  108




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##### Table of Contents



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
    AVIAT NETWORKS, INC.
    Years Ended July 2, 2010, July 3, 2009 and
    June 27, 2008  AdditionsCharged toBalance at

Charged to

Other

(Additions)

BalanceBeginning of

Costs and

Accounts

Deductions

at EndPeriod

Expenses

Describe

Describe

of Period($)

($)

($)

($)

($)(In millions)Allowances for collection losses:Year ended July 2, 2010


27.0



2.6







16.3
(A)


13.3Year ended July 3, 2009


12.6



9.9







(4.5
)(B)


27.0Year ended June 27, 2008


8.5



3.7







(0.4
)(C)


12.6Deferred tax asset valuation allowance(D):Year ended July 2, 2010


168.9



14.5











183.4Year ended July 3, 2009


116.9



50.8



1.2
(E)






168.9Year ended June 27, 2008


96.9



15.6



4.4
(E)






116.9     Note A
    
    Consists of changes to allowance for collection losses of
    $16.3 million for uncollectible accounts charged off, net
    of recoveries on accounts previously charged off.Note B
    
    Consists of changes to allowance for collection losses of
    $0.1 million for foreign currency translation losses,
    $6.4 million in additions from the acquisition of Telsima
    and $1.8 million for uncollectible accounts charged off,
    net of recoveries on accounts previously charged off.Note C
    
    Consists of additions to allowance for collection losses of
    $0.5 million for foreign currency translation gains and
    $0.1 million for uncollectible accounts charged off, net of
    recoveries on accounts previously charged off.Note D
    
    Additions to deferred tax valuation allowance are recorded as
    expense.Note E
    
    Deferred tax asset recorded as an adjustment to goodwill and
    identified intangible assets under purchase accounting and
    reclass of Harris Corporation Intercompany deferred tax assets. 109




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##### Table of Contents



EXHIBIT INDEX
    Ex. #

Description2
.1

Amended and Restated Formation, Contribution and Merger
    Agreement, dated as of December 18, 2006, among Harris
    Corporation, Stratex Networks, Inc., Harris Stratex Networks,
    Inc. and Stratex Merger Corp. (incorporated by reference to
    Appendix A to the proxy statement/prospectus forming a part
    of the Registration Statement on
    Form S-4
    of Harris Stratex Networks, Inc. filed with the Securities and
    Exchange Commission on January 3, 2007, File
    No. 333-137980)2
.2

Letter Agreement, dated as of January 26, 2007, among
    Harris Corporation, Stratex Networks, Inc., Harris Stratex
    Networks, Inc. and Stratex Merger Corp. (incorporated by
    reference to Exhibit 2.1.1 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)2
.3

Agreement and Plan of Merger by and among Harris Stratex
    Networks Operating Corporation, Eagle Networks Merger
    Corporation, Telsima Corporation and the Holder Representative
    dated as of February 27, 2009 (incorporated by reference to
    Exhibit 2.1 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    March 6, 2009, File
    No. 001-33278)3
.1

Amended and Restated Certificate of Incorporation of Harris
    Stratex Networks, Inc. as filed with the Secretary of State of
    the State of Delaware on November 19, 2009 (incorporated by
    reference to Exhibit 3.1 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 20, 2009, File
    No. 001-33278)3
.2

Amended and Restated Bylaws of Harris Stratex Networks, Inc.
    (incorporated by reference to Exhibit 3.2 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 20, 2009, File
    No. 001-33278)3
.3

Certificate of Ownership and Merger Merging Aviat Networks, Inc.
    into Harris Stratex Networks, Inc., effective January 27,
    2010, as filed with the Secretary of State of the State of
    Delaware on January 27, 2010 (incorporated by reference to
    Exhibit 3.1 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 28, 2010, File
    No. 001-33278)4
.1

Intentionally omitted.4
.1.1

Specimen common stock certificate, adopted as of
    January 29, 20104
.2

Intentionally omitted.4
.3

Intentionally omitted.10
.1

Intentionally omitted.10
.2

Non-Competition Agreement among Harris Stratex Networks, Inc.,
    Harris Corporation and Stratex Networks, Inc. dated
    January 26, 2007 (incorporated by reference to
    Exhibit 10.2 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.3

Intellectual Property Agreement between Harris Stratex Networks,
    Inc. and Harris Corporation dated January 26, 2007
    (incorporated by reference to Exhibit 10.4 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.4

Trademark and Trade Name License Agreement between Harris
    Stratex Networks, Inc. and Harris Corporation dated
    January 26, 2007 (incorporated by reference to
    Exhibit 10.5 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.5

Intentionally omitted.10
.6

Transition Services Agreement between Harris Stratex Networks,
    Inc. and Harris Corporation dated January 26, 2007
    (incorporated by reference to Exhibit 10.7 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.6.1

Amendment to Transition Services Agreement between Harris
    Stratex Networks, Inc. and Harris Corporation dated
    December 12, 2008 (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended January 2, 2009 filed with the
    Securities and Exchange Commission on February 10, 2009,
    File
    No. 001-33278)10
.7

Intentionally omitted. 110




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##### Table of Contents



Ex. #

Description10
.8

NetBoss Service Agreement between Harris Stratex Networks, Inc.
    and Harris Corporation dated January 26, 2007 (incorporated
    by reference to Exhibit 10.9 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.9

Intentionally omitted.10
.10

Tax Sharing Agreement between Harris Stratex Networks, Inc. and
    Harris Corporation dated January 26, 2007 (incorporated by
    reference to Exhibit 10.11 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.11

Intentionally omitted.10
.12*

Employment Agreement, effective as of April 8, 2008,
    between Harris Stratex Networks, Inc. and Harald J. Braun
    (incorporated by reference to Exhibit 10.15.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 28, 2008 filed with the
    Securities and Exchange Commission on May 6, 2008, File
    No. 001-33278)10
.13*

Restated Employment Agreement, dated as of May 14, 2002, by
    and between Stratex Networks, Inc. and Charles D. Kissner
    (incorporated by reference to Exhibit 10.7 to the Annual
    Report on
    Form 10-K
    of Stratex Networks, Inc. for the Fiscal Year Ended
    March 31, 2003 filed with the Securities and Exchange
    Commission on May 19, 2003, File
    No. 000-15895)10
.13.1*

Third Amendment to Employment Agreement, dated as of
    December 15, 2006, by and between Stratex Networks, Inc.
    and Charles D. Kissner (incorporated by reference to
    Exhibit 10.29 to Amendment No. 2 to the Registration
    Statement on
    Form S-4
    filed with the Securities and Exchange Commission on
    December 19, 2006, File
    No. 333-137980)10
.14*

Standard Form of Executive Employment Agreement between Harris
    Stratex Networks, Inc. and certain executives (incorporated by
    reference to Exhibit 10.16 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 1, 2007, File
    No. 001-33278)10
.15

Form of Indemnification Agreement between Harris Stratex
    Networks, Inc. and its directors and certain officers
    (incorporated by reference to Exhibit 10.16 to the
    Registration Statement on
    Form S-1
    of Stratex Networks, Inc., File
    No. 33-13431)10
.16

Sublicense Agreement, effective as of January 26, 2007,
    between Harris Stratex Networks, Inc. and Harris Stratex
    Networks Operating Corporation (incorporated by reference to
    Exhibit 10.22 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 29, 2007 filed with the
    Securities and Exchange Commission on August 27, 2007, File
    No. 001-33278)10
.17*

Harris Stratex Networks, Inc. Annual Incentive Plan
    (incorporated by reference to Exhibit 10.17 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 27, 2008 filed with the
    Securities and Exchange Commission on September 25, 2008,
    File
    No. 001-33278)10
.18*

Harris Stratex Networks, Inc. 2007 Stock Equity Plan
    (incorporated by reference to Exhibit 4.9 to the
    Registration Statement on
    Form S-8
    filed with the Securities and Exchange Commission on
    February 5, 2007, File
    No. 333-140442)10
.18.1

Harris Stratex Networks, Inc. 2007 Stock Equity Plan (As Amended
    and Restated Effective November 19, 2009) (incorporated by
    reference to Appendix B to the Registrants
    Schedule 14A filed with the Securities and Exchange
    Commission on October 7, 2009, File
    No. 001-33278)10
.19

Credit Agreement between Harris Stratex Networks, Inc., Harris
    Stratex Networks Operating Corporation, Harris Stratex
    Networks(S) Pte. Ltd., Bank of America, N.A., Silicon Valley
    Bank, Banc of America Securities Asia Limited and Banc of
    America Securities LLC, dated June 30, 2008 (incorporated
    by reference to Exhibit 10.19 to the Companys Annual
    Report on
    Form 10-K
    for the fiscal year ended June 27, 2008 filed with the
    Securities and Exchange Commission on September 25, 2008,
    File
    No. 001-33278)10
.19.1

Amendment No. 1 to Credit Agreement between Aviat Networks,
    Inc., Aviat U.S., Inc., Aviat Networks(S) Pte. Ltd., Bank
    of America, N.A., Bank of America, N.A. Hong Kong Branch, and
    Silicon Valley Bank, dated August 23, 201010
.20

Amended and Restated Loan and Security Agreement between Stratex
    Networks, Inc. and Silicon Valley Bank, dated January 21,
    2004 (incorporated by reference to Exhibit 10.1 to the
    Report on
    Form 8-K
    of Stratex Networks, Inc. on January 22, 2004, File
    No. 000-15895) 111




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##### Table of Contents



Ex. #

Description10
.20.1

Amendment No. 5 to Amended and Restated Loan and Security
    Agreement between Harris Stratex Networks Operating Corporation,
    a wholly owned subsidiary of Harris Stratex Networks, Inc. and
    the successor to Stratex Networks, Inc. and Silicon Valley Bank,
    dated February 23, 2007 (incorporated herein by reference
    to Exhibit 10.28.5 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended June 29, 2007 filed with the
    Securities and Exchange Commission on August 27, 2007, File
    No. 001-33278)10
.21

Intentionally omitted.10
.22*

Employment Agreement, effective as of May 4, 2009, between
    Harris Stratex Networks, Inc. and Thomas L. Cronan III
    (incorporated by reference to Exhibit 10.1 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on May 5,
    2009, File
    No. 001-33278)10
.23*

Employment Agreement, dated as of April 1, 2006, between
    Harris Stratex Networks, Inc. and Heinz Stumpe (incorporation by
    reference to Exhibit 10.15.2 to the Companys
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 30, 2007 filed with the
    Securities and Exchange Commission on May 8, 2007, File
    No. 001-33278)10
.24*

Employment Agreement, dated as of May 14, 2002, between
    Stratex Networks, Inc. and Paul Kennard (incorporated by
    reference to Exhibit 10.1 to the Stratex Networks, Inc.
    Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2006 filed with the
    Securities and Exchange Commission on August 9, 2006, File
    No. 000-15895)10
.24.1*

Amendment A, effective as of April 1, 2006, to Employment
    Agreement, dated May 14, 2002, between Stratex Networks,
    Inc. and Paul Kennard (incorporated by reference to
    Exhibit 10.2 to the Stratex Networks, Inc. Quarterly Report
    on
    Form 10-Q
    for the fiscal quarter ended June 30, 2006 filed with the
    Securities and Exchange Commission on August 9, 2006, File
    No. 000-15895)10
.24.2*

Amendment B, effective as of April 1, 2006, to Employment
    Agreement, dated May 14, 2002, between Stratex Networks,
    Inc. and Paul Kennard (incorporated by reference to
    Exhibit 10.3 to the Stratex Networks, Inc. Quarterly Report
    on
    Form 10-Q
    for the fiscal quarter ended June 30, 2006 filed with the
    Securities and Exchange Commission on August 9, 2006, File
    No. 000-15895)10
.25*

Employment Agreement, dated as of May 14, 2002, between
    Stratex Networks, Inc. and Shaun McFall (incorporated by
    reference to Exhibit 10.25 to the Companys Annual Report
    on Form 10-K for the fiscal year ended July 3, 2009
    filed with the Securities and Exchange Commission on
    September 4, 2009, File No. 001-33278)10
.25.1*

Amendment, effective April 1, 2006, to Employment
    Agreement, dated May 14, 2002, between Stratex Networks,
    Inc. and Shaun McFall (incorporated by reference to Exhibit
    10.25.1 to the Companys Annual Report on Form 10-K for the
    fiscal year ended July 3, 2009 filed with the Securities
    and Exchange Commission on September 4, 2009, File No.
    001-33278)10
.26

Employment Agreement, dated June 28, 2010, between Aviat
    Networks, Inc. and Charles D. Kissner (incorporated by reference
    to Exhibit 10.1 to the Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    July 1, 2010, File
    No. 001-33278)21


List of Subsidiaries of Aviat Networks, Inc.23


Consent of Independent Registered Public Accounting Firm31
.1

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer.31
.2

Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer.32
.1

Section 1350 Certification of Chief Executive Officer.32
.2

Section 1350 Certification of Chief Financial Officer.     *
    
    Management compensatory contract, arrangement or plan required
    to be filed as an exhibit pursuant to Item 15(b) of this
    report. 112