##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    December 31,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Transition Period
    from          to   Commission File Number:
    001-33355
      BigBand Networks,
    Inc.
 (Exact name of registrant as
    specified in its charter)
      Delaware

04-3444278(State or other jurisdiction
    of incorporation or organization)

(I.R.S. Employer
    Identification Number)   475 Broadway Street
 Redwood City, California 94063
 (Address of principal executive
    offices and zip code)
  (650) 995-5000
 (Registrants telephone
    number, including area code)
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par value

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. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





BigBand
    Networks, Inc.Form 10-K
    for the fiscal year ended December 31, 2010
    TABLE OF CONTENTS
   
 PageSpecial Note Regarding Forward-Looking
    Statements


3PART I.Item 1.


Business


4Item 1A.


Risk Factors


14Item 1B.


Unresolved Staff Comments


26Item 2.


Properties


26Item 3.


Legal Proceedings


26PART II.Item 5.


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


26Item 6.


Selected Financial Data


28Item 7.


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


29Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


43Item 8.


Financial Statements and Supplementary Data


45Item 9.


Changes In and Disagreements With Accountants on
    Accounting and Financial Disclosures


78Item 9A.


Controls and Procedures


78Item 9B.


Other Information


80PART III.Item 10.


Directors, Executive Officers and Corporate
    Governance


80Item 11.


Executive Compensation


80Item 12.


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


80Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


80Item 14.


Principal Accountant Fees and Services


80PART IV.Item 15.


Exhibits, Financial Statement Schedules


81Signatures


84EX-10.16EX-10.20BEX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   2




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SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS  Form 10-K (Form 10-K) Form 10-K, Form 10-K. Form 10-K
  Form 10-K
  Form 10-K
  Form 10-K Form 10-K
 3




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##### Table of Contents



PART I  Item 1.
    BUSINESS  Overview
    Industry
    Background
    ® fiber-to-the-home.
  
    Bandwidth Usage Driven by Video.  Service
    providers fixed-bandwidth networks often are not fully
    equipped for the volume and richness of content being demanded
    by subscribers. For example, a typical HDTV video stream
    requires 19.4 megabits per second (Mbps) of continuous
    bandwidth, which is many times the bandwidth required by a
    standard definition video stream. To meet the demand for more
    and richer content, service providers must either undertake a
    costly capital expansion of their network infrastructures or use
    their existing infrastructures more efficiently.
    Difficulty of Delivering a High-Quality Video
    Experience.  Service provider networks are
    inherently prone to packet loss, error and delay. This problem
    is exacerbated as the richness and volume of the content being
    delivered across the network increases. Importantly, HDTV is
    more sensitive to packet loss, error and delay than voice and
    data services. To ensure a consistent high-quality subscriber
    viewing experience, service providers must find solutions that
    maintain the integrity of the video streams as these streams are
    delivered across their networks.
    Lack of Customized Video Programming.  Existing
    networks lack the intelligence to allow service providers to
    understand and react to subscriber television viewing behavior.
    As a result, service providers lack the ability to deliver video
    programming packages tailored to the interests of specific
    subscribers or groups of subscribers. To do so, service
    providers require networks that will enable them to understand
    subscriber viewing behavior and, based on that understanding,
    allow them to deliver new video channels and programming to
    specific subscribers or groups of subscribers. 4




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
    Requirement for More Relevant Video
    Advertising.  Advertisers are demanding that their
    advertisements be addressed to a relevant audience. To satisfy
    this demand, service providers need the capability to deliver
    video advertising to particular geographic segments and
    demographic groups, and increasingly, to tailor advertising to
    specific subscribers. In most broadcast implementations, service
    providers lack the capability to distinguish one subscriber from
    another and the capacity to insert tailored advertising into a
    video stream without degrading service quality. Service
    providers are seeking solutions that will enable the seamless
    insertion of relevant advertisements into video streams.
    High Cost of Infrastructure
    Investment.  Service providers have invested
    heavily to establish their existing network infrastructures,
    including the deployment of a significant number of cable
    set-top boxes. Service providers must either make significant
    investments to upgrade or replace their existing infrastructure,
    or find ways to extend the useful life of their installed
    equipment. Service providers generally prefer network-based
    capital investments since these costs can be allocated across
    many subscribers without costly replacement of existing customer
    premises equipment.
    Need to Rapidly Deliver Advanced
    Services.  Historically, service providers have
    needed large capital expenditures to purchase replacement
    network equipment to support next-generation services. With the
    increasing pace of change, service providers require platforms
    with the flexibility to rapidly deploy advanced video services
    while minimizing lengthy and capital-intensive network upgrades.    The
    BigBand Offering
        
    Intelligent Bandwidth Management.  Using our
    solutions, service providers can address their increasing
    bandwidth needs. For example, we offer what we believe to be the
    most widely deployed switched digital video solution
    commercially available today. Our Switched Digital Video
    solution (SDV) only transmits channels to subscribers when the
    subscribers in a service group are in the process of watching
    those channels, instead of broadcasting all channels to all
    subscribers all the time. This enables service providers to
    achieve 50% or greater savings in bandwidth usage for digital
    subscribers, allowing service providers to offer additional
    services (such as HDTV channels) without altering the subscriber
    viewing experience.
    High-Quality Video Experience.  Our solutions
    allow service providers to minimize the likelihood of video
    quality errors by detecting potential video quality degradation
    in real-time and correcting such degradation before the video
    stream is delivered to subscribers. Our Broadcast Video solution
    is designed to increase the volume and quality of video
    delivered across a fixed-bandwidth network by optimizing the
    delivery of video streams.
    Enhanced Video Personalization.  Using our
    solutions, service providers have the ability to understand the
    viewing habits of their customers and, as a result, can more
    accurately tailor programming packages to the interests of their
    subscribers. For example, our SDV solution enables service
    providers to satisfy consumer demand for increasingly
    personalized content by expanding the number of channels that
    can be offered 5




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because selected channels are only delivered when the channel is
    requested by a subscriber in the service group. Using this
    solution, one of our customers was able to offer additional
    channel packages tailored to demographic groups.  
    Ability to Deliver Relevant Video
    Advertising.  Our solutions allow service
    providers to insert advertising tailored to specific subscriber
    groups. For example, using our IPTV solution, service providers
    can simultaneously insert different ads into multiple copies of
    the same program and forward them to specific geographic zones.
    This allows service providers to attract advertisers interested
    in reaching niche markets.
    Improved Return on Existing Infrastructure
    Investment.  Our network-based solutions allow
    service providers to manage service quality from the network,
    rather than deploying costly personnel and equipment at the
    customer premises. As our solutions are deployed at the network
    level, service providers can leverage their infrastructure
    investment across many subscribers and avoid the hardware and
    service costs associated with an upgrade of equipment in the
    homes of subscribers.
    High Availability.  Todays service
    providers demand carrier class platforms that are available
    99.999% of the time, which means the system can be down for only
    approximately five minutes over a one-year period. Our solutions
    are built utilizing carrier class hardware that provides our
    customers with improved uptime for the video services they
    deliver to consumers. The high availability of our platforms
    also is designed to reduce the cost of maintenance of these
    platforms, and as a result reduce the total cost of ownership.
    Platform Flexibility.  Our solutions feature a
    fully programmable hardware and modular software architecture.
    Our
    field-upgradable
    hardware is designed to meet service provider platform
    flexibility requirements and to minimize the need to replace
    existing hardware.  Strategy
    
    Enhance Technology Leadership Position.  Our
    core strength is our media processing and video systems design
    expertise. We use this expertise to deliver what we believe to
    be the most-widely deployed switched digital video product
    commercially available today. We will continue leveraging our
    expertise to deliver solutions that focus on optimizing network
    infrastructure and enabling delivery of a high-quality user
    experience.
    Leverage Modular Architecture to Accelerate New Product
    Introduction.  We have created a series of media
    processing software modules that, when combined with our
    programmable hardware and switching fabric, serve as the
    foundation for a range of network-based solutions. We believe
    our software modules can serve as the foundation for rapidly
    delivering solutions that address our customers bandwidth
    and service delivery needs.
    Expand Footprint Within Existing Customer
    Base.  We have customer relationships with a
    number of service providers both in the U.S. and
    internationally, including seven of the ten largest service
    providers in the U.S. We believe these customer
    relationships give us a strong advantage in understanding our
    customers network challenges, which enables us to deliver
    timely solutions. We will continue to work closely with our
    customers on the designs of their network architectures and
    emerging services, expand our relationships with these customers
    to deploy more of our existing applications and develop and
    deliver new applications to address their network challenges.
    Expand Customer Base.  Service providers deploy
    video services across networks based on coaxial, fiber and
    copper. We have successfully deployed our solutions across these
    access technologies. We are currently providing Verizon with a
    solution that allows digital transmission of video over
    fiber-optic lines. Others use our solutions to carry services
    over coaxial cable. We intend to leverage our media processing
    expertise to penetrate new customers, regardless of the type of
    access networks they use. 6




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
    Broaden Advanced Advertising Capabilities.  We
    currently enable service providers to insert video
    advertisements targeted to subscribers in specific geographic
    zones. We continue to collaborate with our customers to develop
    and deploy next-generation advertising solutions.  Solutions
    Switched Digital Video. and/or
  (GRAPH)

(GRAPH)     Broadcast Video.
   7




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TelcoTV.
  IPTV (Personalized Video).
  IPTV over DOCSIS.
  Platforms
    and Technologies
  field-upgradeable
  BigBand Broadband Multimedia-Service Router
    (BMR).
  BigBand Broadband Edge QAM (BEQ).
  BigBand Media Services Platform (MSP1200, 2000,
    2800).
 8




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Converged Video Exchange (CVEx).
  Customers
    Bright House Networks

Comcast

SugysCable ONE

Cox Communications

Time Warner CableCharter Communications

Ssangyong

Verizon       Backlog
   9




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Sales and
    Marketing
      Customer
    Service and Technical Support
    on-site
  Research
    and Development
      Intellectual
    Property
   10




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Manufacturing
    and Suppliers
         11




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Competition
    
    product performance, features, interoperability and reliability;
    technological expertise;
    relationships with service providers;
    price of products and services and cost of ownership;
    sales and distribution capabilities;
    customer service and support;
    compliance with industry standards and certifications;
    size and financial stability of operations;
    breadth of product line;
    intellectual property portfolio;
    ability to scale manufacturing; and
    ability to interoperate with other vendors.       12




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Employees
    By function:Servicing and manufacturing


72Research and development


279Sales and marketing


58General and administrative


56Total employees


465By location:United States


204Israel


166Rest of world


95Total employees


465     Financial
    Information About Segments and Geographic Areas
  Form 10-K.
  Additional
    Information
  1-800-SEC-0330. http://www.sec.gov
  http://www.bigbandnet.com. Form 10-K, Form 10-Q Form 8-K, Form 10-K.
 13




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Item 1A.
    RISK
    FACTORS  An investment in our equity securities involves significant
    risks. Any of these risks, as well as other risks not currently
    known to us or that we currently consider immaterial, could have
    a material adverse effect on our business, prospects, financial
    condition or operating results. The trading price of our common
    stock could decline due to any of these risks, and you may lose
    all or part of your investment. In assessing the risks described
    below, you should also refer to the other information contained
    in this
    Form 10-K,
    including our consolidated financial statements and the related
    notes, before deciding to purchase any shares of our common
    stock.
  We
    depend on cable multiple system operators (MSOs) and
    telecommunications companies adopting advanced technologies for
    substantially all of our net revenues, and any decrease or delay
    in capital spending for these advanced technologies would harm
    our operating results, financial condition and cash
    flows.
      
    annual budget cycles;
    overall consumer demand for video services and the acceptance of
    newly introduced services;
    technology adoption cycles and network architectures of service
    providers, and evolving industry standards that may impact them;
    competitive pressures, including pricing pressures;
    changes in general economic conditions;
    the impact of industry consolidation;
    the strategic focus of our customers and potential customers;
    the status of federal, local and foreign government regulation
    of telecommunications and television broadcasting, and
    regulatory approvals that our customers need to obtain;
    discretionary customer spending patterns;
    bankruptcies and financial restructurings within the
    industry; and
    work stoppages or other labor- or labor market-related issues
    that may impact the timing of orders and revenues from our
    customers.    Our
    operating results are likely to fluctuate significantly and may
    fail to meet or exceed the expectations of securities analysts
    or investors or our guidance, causing our stock price to
    decline.
    
    market acceptance of new or existing products offered by us or
    our customers;
    the level and timing of capital spending by our customers; 14




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
    the timing, mix and amount of orders, especially from
    significant customers;
    the level of our deferred revenue balances;
    changes in market demand for our products;
    our mix of products sold;
    the mix of software and hardware products sold;
    our unpredictable and lengthy sales cycles, which typically
    range from six to 18 months;
    the timing of revenue recognition on sales arrangements, which
    may include multiple deliverables and result in delays in
    recognizing revenue;
    our ability to design, install and receive customer acceptance
    of our products;
    materially different acceptance criteria in key customers
    agreements, which can result in large amounts of revenue being
    recognized, or deferred, as the different acceptance criteria
    are applied to large orders;
    new product introductions by our competitors;
    market acceptance of new or existing products offered by us or
    our customers;
    competitive market conditions, including pricing actions by our
    competitors;
    our ability to complete complex development of our software and
    hardware on a timely basis;
    unexpected changes in our operating expenses;
    the impact of new accounting, income tax and disclosure rules;
    the cost and availability of components used in our products;
    the potential loss of key manufacturer and supplier
    relationships; and
    changes in domestic and international regulatory environments.    Our
    customer base is highly concentrated, and there are a limited
    number of potential customers for our products. The loss of any
    of our key customers would likely reduce our revenues
    significantly.
     15




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If
    revenues forecasted for a particular period are not realized in
    such period due to the lengthy, complex and unpredictable sales
    cycles of our products, our operating results for that or
    subsequent periods will be harmed.
    
    a significant technical evaluation period;
    a significant commitment of capital and other resources by
    service providers;
    substantial time required to engineer the deployment of new
    technologies for new video services;
    substantial testing and acceptance of new technologies that
    affect key operations; and
    substantial test marketing of new services with subscribers.      Lower
    deferred revenue balances will make future period results less
    predictable.
   16




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The
    markets in which we operate are intensely competitive, many of
    our competitors are larger, more established and better
    capitalized than we are, and some of our competitors have
    integrated products performing functions similar to our products
    into their existing network infrastructure offerings, and
    consequently our existing and potential customers may decide
    against using our products in their networks, which would harm
    our business.
        We
    have been unable to achieve sustained profitability, which could
    harm the price of our stock.
    We may
    not accurately anticipate the timing of the market needs for our
    products and develop such products at the appropriate times at
    significant research and development expense, or we may not gain
    market acceptance of our emerging video solutions and/or
    adoption of new network architectures and technologies, any of
    which could harm our operating results and financial
    condition.
   17




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Our
    ability to grow will depend significantly on our delivery of
    products that help enable telecommunications companies to
    provide video services. If the demand for video services from
    telecommunications companies does not materialize or if these
    service providers find alternative methods of delivering video
    services, future sales of our video products will
    suffer.
      We
    anticipate that our gross margins will fluctuate with changes in
    our product mix and our fixed cost absorption. We expect
    decreases in the average selling prices of our hardware and
    software products to further adversely impact our operating
    results.
   18




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If we
    do not accurately anticipate the correct mix of our products
    that will be sold, we may be required to record charges related
    to excess inventories.
    Any
    further economic downturn will likely adversely affect our
    financial condition and results of operations and make our
    future business more difficult to forecast and
    manage.
      Our
    efforts to develop additional channels to market and sell our
    products internationally may take longer to be successful than
    we anticipate, if they succeed at all.
    and/or and/or
 19




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Our
    expansion of international development operations may take
    longer to be successful than we anticipate, if they succeed at
    all.
      We are
    exposed to fluctuations in currency exchange rates, which could
    negatively affect our financial results and cash
    flows.
      Our
    products must interoperate with many software applications and
    hardware found in our customers networks. If we are unable
    to ensure that our products interoperate properly, our business
    would be harmed.
     20




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Our
    ability to sell our products is highly dependent on the quality
    of our support and services offerings, and our failure to offer
    high-quality support and services would have a material adverse
    effect on our sales and results of operations.
    If we
    fail to comply with new laws and regulations, or changing
    interpretations of existing laws or regulations, our future
    revenues could be adversely affected.
      We
    must manage our business effectively even if our infrastructure,
    management and resources might be strained due to our continued
    expense reduction efforts.
     21




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Our
    business is subject to the risks of warranty returns, product
    liability and product defects.
      Regional
    instability in Israel may adversely affect business conditions,
    including the operations of our contract manufacturers, and may
    disrupt our operations and negatively affect our operating
    results.
      We
    depend on a limited number of third parties to provide key
    components of, and to provide manufacturing and assembly
    services with respect to, our products.
   22




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Our
    failure to adequately protect our intellectual property and
    proprietary rights, or to secure such rights on reasonable
    terms, may adversely affect us.
       23




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We may
    face intellectual property infringement claims from third
    parties.
    Our
    use of open source and third-party software could impose
    limitations on our ability to commercialize our
    products.
    We may
    engage in future acquisitions that dilute the ownership
    interests of our stockholders, cause us to use a significant
    portion of our cash, incur debt or assume contingent
    liabilities.
    
    issue equity securities which would dilute our current
    stockholders percentage ownership;
    incur substantial debt;
    assume contingent liabilities; or
    spend significant cash.    
    difficulties in the assimilation of acquired operations,
    technologies
    and/or
    products;
    unanticipated acquisition transaction costs;
    the diversion of managements attention from other business;
    adverse effects on existing business relationships with
    suppliers and customers;
    risks associated with entering markets in which we have no or
    limited prior experience;
    the potential loss of key employees of acquired businesses; 24




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##### Table of Contents




    difficulties in the assimilation of different corporate cultures
    and practices; and
    substantial charges for the amortization of certain purchased
    intangible assets, deferred stock compensation or similar items.    Negative
    conditions in the global credit markets may impair the value or
    reduce the liquidity of a portion of our investment
    portfolio.
      While
    we believe that we currently have proper and effective internal
    control over financial reporting, we must continue to comply
    with laws requiring us to evaluate those internal
    controls.
    We are
    subject to import/export controls that could subject us to
    liability or impair our ability to compete in international
    markets.
     25




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Our
    business is subject to the risks of earthquakes, fire, floods
    and other natural catastrophic events, and to interruption by
    manmade problems such as computer viruses or
    terrorism.
    Item 1B.
    UNRESOLVED
    STAFF COMMENTS    Item 2.
    PROPERTIES        Item 3.
    LEGAL
    PROCEEDINGS  Form 10-K.
 PART II  Item 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information for Common Stock
   26




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Year Ended December 31, 2010High

LowFirst quarter

$
3.61


$
2.70Second quarter

$
3.64


$
2.76Third quarter

$
3.25


$
2.60Fourth quarter

$
3.28


$
2.54   Year Ended December 31, 2009High

LowFirst quarter

$
7.10


$
4.13Second quarter

$
7.18


$
4.68Third quarter

$
5.90


$
3.63Fourth quarter

$
4.45


$
3.20   Dividend
    Policy
    Stockholders
    Recent
    Sales of Unregistered Securities
    Issuer
    Purchases of Equity Securities
   27




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Item 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  Years Ended December 31,2010


2009


2008


2007


2006Consolidated Statement of Operations Data:Net revenues:Products

$
73,606


$
93,662


$
148,417


$
144,715


$
154,013Services


38,109



45,852



36,876



31,795



22,611Total net revenues


111,715



139,514



185,293



176,510



176,624Cost of net revenues:Products


42,705



45,961



60,207



76,260



74,152Services


11,850



12,384



12,755



13,414



9,245Total cost of net revenues


54,555



58,345



72,962



89,674



83,397Gross profit:Products


30,901



47,701



88,210



68,455



79,861Services


26,259



33,468



24,121



18,381



13,366Total gross profit


57,160



81,169



112,331



86,836



93,227Operating expenses:Research and development


50,923



46,431



54,043



51,862



37,194Sales and marketing


20,939



24,201



28,935



39,868



29,523General and administrative


16,492



18,862



20,884



16,286



13,176Restructuring charges


900



1,356



2,055



2,998



Amortization of intangible assets










733



572



572Gain on sale of intangible assets










(1,800
)






Class action litigation charges






477



1,504







Total operating expenses


89,254



91,327



106,354



111,586



80,465Operating (loss) income


(32,094
)


(10,158
)


5,977



(24,750
)


12,762Other income (expense)


858



2,352



6,203



608



(1,360
)(Loss) income before provision for (benefit from) income taxes


(31,236
)


(7,806
)


12,180



(24,142
)


11,402Provision for (benefit from) income taxes


338



(1,067
)


2,400



1,225



2,525Net (loss) income

$
(31,574
)

$
(6,739
)

$
9,780


$
(25,367
)

$
8,877Basic net (loss) income per common share

$
(0.46
)

$
(0.10
)

$
0.15


$
(0.52
)

$
0.78Diluted net (loss) income per common share

$
(0.46
)

$
(0.10
)

$
0.15


$
(0.52
)

$
0.16Shares used in basic net (loss) income per common share


68,389



65,936



63,559



49,041



11,433Shares used in diluted net (loss) income per common share


68,389



65,936



67,264



49,041



57,053   28




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As of December 31,2010


2009


2008


2007


2006Consolidated Balance Sheet Data:Current assets

$
163,857


$
201,513


$
210,835


$
193,219


$
109,126Noncurrent assets


16,914



22,075



23,287



25,367



19,924Total assets


180,771



223,588



234,122



218,586



129,050Current liabilities


32,243



54,017



68,437



83,923



84,070Noncurrent liabilities


14,395



19,295



27,266



23,077



23,287Preferred stock warrant liabilities


















3,152Redeemable convertible preferred stock


















117,307   Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  The following discussion of our financial condition and
    results of operations should be read together with the
    consolidated financial statements and related notes that are
    included elsewhere in this
    Form 10-K.
    This discussion contains forward-looking statements, which are
    based upon current expectations that involve risks and
    uncertainties. Our actual results may differ materially from
    those anticipated in these forward-looking statements as a
    result of various factors, including those set forth under
    Risk Factors or in other parts of this
    Form 10-K.
  Overview
    Net Revenues.
   29




---



##### Table of Contents



Cost of Net Revenues.
  Gross Margin.
  Operating Expenses.
     30




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
      Revenue
    Recognition
  Software,
    if-and-when-available
   31




---



##### Table of Contents



2009-13 Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
    Arrangements  a consensus of the FASB Emerging Issues
    Task Force 2009-13) 2009-14 Software (Topic 985): Certain Revenue Arrangements That
    Include Software Elements  a consensus of the FASB
    Emerging Issues Task Force 2009-14). 2009-13 2009-14 2009-13 2009-14 2009-13 2009-14
  Inventories,
    Net
  first-in,
     32




---



##### Table of Contents



Warranty
    Liabilities
    Stock-Based
    Compensation
  Compensation  Stock
    Compensation
        Impairment
    of Long-lived Assets
   33




---



##### Table of Contents



Accounting
    for Income Taxes
  Incomes Taxes
   34




---



##### Table of Contents



Results
    of Operations
    Years Ended December 31,2010


2009


2008Total net revenues


100.0
%


100.0
%


100.0
%Total cost of net revenues


48.8



41.8



39.4Total gross profit


51.2



58.2



60.6Operating expenses:Research and development


45.6



33.3



29.2Sales and marketing


18.7



17.3



15.6General and administrative


14.8



13.6



11.3Restructuring charges


0.8



1.0



1.1Amortization of intangible assets










0.4Gain on sale of intangible assets










(1.0
)Class action litigation charges






0.3



0.8Total operating expenses


79.9



65.5



57.4Operating (loss) income


(28.7
)


(7.3
)


3.2Interest income


1.1



1.8



2.8Other (expense) income, net


(0.4
)


(0.1
)


0.6(Loss) income before provision for (benefit from) income taxes


(28.0
)


(5.6
)


6.6Provision for (benefit from) income taxes


0.3



(0.8
)


1.3Net (loss) income


(28.3
)%


(4.8
)%


5.3
%   Years
    Ended December 31, 2010 and 2009
  Net
    Revenues
        Years Ended December 31,2010


2009United States


90.5
%


88.7
%Asia


6.4



7.0Europe


1.6



3.0Americas, excluding United States


1.5



1.3Total net revenues


100.0
%


100.0
%  35




---



##### Table of Contents



Product Revenues.
  Service Revenues.
  Gross
    Profit and Gross Margin
  Gross profit.
  Product gross margin.
  Services gross margin.
  Operating
    Expenses
  Research and Development.
  Sales and Marketing.
 36




---



##### Table of Contents



General and Administrative.
  Restructuring Charges.
  Interest
    Income
    Other
    (expense) income, net
    Provision
    for Income Taxes
      with-and-without Income Taxes
 37




---



##### Table of Contents



Years
    Ended December 31, 2009 and 2008
  Net
    Revenues
          Years Ended December 31,2009


2008United States


88.7
%


91.4
%Asia


7.0



3.6Europe


3.0



2.9Americas, excluding United States


1.3



2.1Total net revenues


100.0
%


100.0
%   Product Revenues.
  Service Revenues.
   38




---



##### Table of Contents



Gross
    Profit and Gross Margin
  Gross profit.
  Product gross margin.
  Services gross margin.
  Operating
    Expenses
  Research and Development.
  Sales and Marketing.
  General and Administrative.
  Restructuring Charges.
 39




---



##### Table of Contents



Gain on sale of intangible assets.
  Class action lawsuit charges. Contingencies,
  Interest
    Income
    Other
    (expense) income, net
    Provision
    for Income Taxes
    with-and-without Income Taxes
    Liquidity
    and Capital Resources
   40




---



##### Table of Contents



Cash
    Flow
  Cash, cash equivalents and marketable
    securities.
  Operating
    activities
    Years Ended December 31,2010


2009


2008Net (loss) income

$
(31,574
)

$
(6,739
)

$
9,780Add back non-cash charges


22,323



23,458



20,494Net (loss) income before non-cash charges


(9,251
)


16,719



30,274Decrease in accounts receivable


13,494



7,866



1,494(Increase) decrease in inventories, net


(6,184
)


1,190



709Decrease in deferred revenues, net


(18,396
)


(15,696
)


(6,726
)Decrease in accounts payable and accrued and other liabilities


(8,299
)


(6,925
)


(2,332
)Other, net


1,879



(2,831
)


115Net cash (used in) provided by operating activities

$
(26,757
)

$
323


$
23,534     *
    
    Non-cash charges primarily related to stock-based compensation
    and depreciation of property and equipment.    Year
    Ended December 31, 2010
         41




---



##### Table of Contents



Year
    Ended December 31, 2009
          Year
    Ended December 31, 2008
    Investing
    Activities
        Financing
    Activities
   42




---



##### Table of Contents



Contractual
    Obligations and Commitments
    Payments Due by Period:MoreLess Than








ThanTotal


One Year


1-3 Years


3-5 Years


5 YearsOperating lease obligations(1)

$
6,297


$
3,744


$
2,553


$



$
Purchase obligations(2)


6,332



6,332











Total obligations

$
12,629


$
10,076


$
2,553


$



$
     (1)
    
    Operating lease obligations are net of $0.9 million of
    sublease rentals from a portion of our Tel Aviv and
    Massachusetts facilities.(2)
    
    Purchase obligations consist of firm non-cancelable agreements
    to purchase inventory.  Off-Balance
    Sheet Arrangements
  Regulation S-K.
  Effects
    of Inflation
    Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK  Interest
    Rate Sensitivity
    Foreign
    Currency Risk
   43




---



##### Table of Contents



44




---



##### Table of Contents



Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Index to
    Consolidated Financial Statements
    Report of Independent Registered Public
    Accounting Firm


46Consolidated Balance Sheets


47Consolidated Statements of Operations


48Consolidated Statements of Stockholders
    Equity


49Consolidated Statements of Cash Flows


50Notes to Consolidated Financial Statements


51  45




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control  Integrated
    Framework
      46




---



##### Table of Contents



BigBand
    Networks, Inc.
  Consolidated Balance Sheets
  As of December 31,2010


2009(In thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
21,537


$
24,894Marketable securities


122,012



147,014Accounts receivable, net of allowance for doubtful accounts of
    $17 and $56 as of December 31, 2010 and 2009, respectively


5,001



18,495Inventories, net


11,117



4,933Prepaid expenses and other current assets


4,190



6,177Total current assets


163,857



201,513Property and equipment, net


8,088



11,417Goodwill


1,656



1,656Other non-current assets


7,170



9,002Total assets

$
180,771


$
223,588LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,656


$
9,483Accrued compensation and related benefits


5,178



5,023Current portion of deferred revenues, net


18,143



32,428Current portion of other liabilities


4,266



7,083Total current liabilities


32,243



54,017Deferred revenues, net, less current portion


8,327



12,438Other liabilities, less current portion


1,692



2,642Accrued long-term Israeli severance pay


4,376



4,215Commitments and contingenciesStockholders equity:Common stock, $0.001 par value, 250,000 shares
    authorized as of December 31, 2010 and 2009; 69,687 and
    67,138 shares issued and outstanding as of
    December 31, 2010 and 2009, respectively


70



67Additional paid-in capital


299,003



283,704Accumulated other comprehensive income


253



124Accumulated deficit


(165,193
)


(133,619
)Total stockholders equity


134,133



150,276Total liabilities and stockholders equity

$
180,771


$
223,588    47




---



##### Table of Contents



BigBand
    Networks, Inc.
  Consolidated Statements of Operations
  Years Ended December 31,2010


2009


2008(In thousands, except per share amounts)Net revenues:Products

$
73,606


$
93,662


$
148,417Services


38,109



45,852



36,876Total net revenues


111,715



139,514



185,293Cost of net revenues:Products


42,705



45,961



60,207Services


11,850



12,384



12,755Total cost of net revenues


54,555



58,345



72,962Gross profit


57,160



81,169



112,331Operating expenses:Research and development


50,923



46,431



54,043Sales and marketing


20,939



24,201



28,935General and administrative


16,492



18,862



20,884Restructuring charges


900



1,356



2,055Amortization of intangible assets










733Gain on sale of intangible assets










(1,800
)Class action litigation charges






477



1,504Total operating expenses


89,254



91,327



106,354Operating (loss) income


(32,094
)


(10,158
)


5,977Interest income


1,259



2,570



5,174Other (expense) income, net


(401
)


(218
)


1,029(Loss) income before provision for (benefit from) income taxes


(31,236
)


(7,806
)


12,180Provision for (benefit from) income taxes


338



(1,067
)


2,400Net (loss) income

$
(31,574
)

$
(6,739
)

$
9,780Basic net (loss) income per common share

$
(0.46
)

$
(0.10
)

$
0.15Diluted net (loss) income per common share

$
(0.46
)

$
(0.10
)

$
0.15Shares used in basic net (loss) income per common share


68,389



65,936



63,559Shares used in diluted net (loss) income per common share


68,389



65,936



67,264    48




---



##### Table of Contents



BigBand
    Networks, Inc.
  Consolidated Statements of Stockholders
    Equity
  AccumulatedAdditional


Deferred


OtherCommon Stock


Paid-in


Stock-based


Comprehensive


Accumulated


StockholdersShares


Amount


Capital


Compensation


Income (Loss)


Deficit


Equity(In thousands)Balance as of December 31, 2007


61,907


$
62


$
248,139


$
(203
)

$
248


$
(136,660
)

$
111,586Proceeds from exercise of common stock options


2,275



2



3,753















3,755Proceeds from issuance of common stock under employee stock
    purchase plan


362



1



1,483















1,484Vesting of restricted stock units, net


27























Tax benefit from stock options










158















158Stock-based compensation










11,695















11,695Net exercise for payment of tax liability for employee










(29
)














(29
)Amortization of deferred stock-based compensation, net of
    reversals










(23
)


203











180Exercise of warrants  cashless


68























Comprehensive income:Net unrealized losses on cash flow hedges


















(340
)






(340
)Net unrealized gains on marketable securities


















476







476Net settled unrealized losses on cash flow hedges


















(326
)






(326
)Net income






















9,780



9,780Total comprehensive income


























9,590Balance as of December 31, 2008


64,639



65



265,176







58



(126,880
)


138,419Proceeds from exercise of common stock options


1,444



1



2,711















2,712Proceeds from issuance of common stock under employee stock
    purchase plan


478







1,593















1,593Vesting of restricted stock units, net


577



1



(1
)














Tax benefit from stock options










17















17Stock-based compensation










14,219















14,219Net exercise for payment of tax liability for employee










(11
)














(11
)Comprehensive loss:Net unrealized gains on cash flow hedges


















191







191Net unrealized losses on marketable securities


















(404
)






(404
)Net settled unrealized gains on cash flow hedges


















279







279Net loss






















(6,739
)


(6,739
)Total comprehensive loss


























(6,673
)Balance as of December 31, 2009


67,138



67



283,704







124



(133,619
)


150,276Proceeds from exercise of common stock options


899



1



1,018















1,019Proceeds from issuance of common stock under employee stock
    purchase plan


504



1



1,247















1,248Vesting of restricted stock units, net


1,024



1



(1
)














Stock-based compensation










13,035















13,035Exercise of warrants  cashless


122























Comprehensive loss:Net unrealized gains on cash flow hedges


















147







147Net unrealized losses on marketable securities


















(176
)






(176
)Net settled unrealized gains on cash flow hedges


















158







158Net loss






















(31,574
)


(31,574
)Total comprehensive loss


























(31,445
)Balance as of December 31, 2010


69,687


$
70


$
299,003


$



$
253


$
(165,193
)

$
134,133    49




---



##### Table of Contents



BigBand
    Networks, Inc.
  Consolidated Statements of Cash Flows
  Years Ended December 31,2010


2009


2008(In thousands, except per share amounts)Cash Flows from Operating activitiesNet (loss) income

$
(31,574
)

$
(6,739
)

$
9,780Adjustments to reconcile net (loss) income to net cash (used in)
    provided by operating activities:Stock-based compensation


13,035



14,219



11,695Depreciation of property and equipment


6,681



8,457



9,833Write-off of software license


1,458







Amortization of software license


625



417



Loss on disposal of property and equipment


470



103



337Net settled unrealized gains (losses) on cash flow hedges


54



279



(326
)Amortization of intangible assets










733Gain on sale of intangible assets  Fast Flow
    technology










(1,800
)Amortization of deferred stock-based compensation










180Tax benefit from stock options






(17
)


(158
)Change in operating assets and liabilities:Decrease in accounts receivable, net


13,494



7,866



1,494(Increase) decrease in inventories, net


(6,184
)


1,190



709Decrease (increase) in prepaid expenses and other current assets


2,098



(2,493
)


292Increase in other non-current assets


(380
)


(808
)


(734
)(Decrease) increase in accounts payable


(4,827
)


1,133



(3,161
)Increase in long-term Israeli severance pay


161



470



557(Decrease) increase in accrued and other liabilities


(3,472
)


(8,058
)


829Decrease in deferred revenues


(18,396
)


(15,696
)


(6,726
)Net cash (used in) provided by operating activities


(26,757
)


323



23,534Cash Flows from Investing activitiesPurchase of marketable securities


(176,235
)


(168,539
)


(202,829
)Proceeds from maturities of marketable securities


166,089



130,271



151,154Proceeds from sale of marketable securities


34,972



14,504



27,854Purchase of property and equipment


(3,871
)


(4,619
)


(11,077
)Decrease in restricted cash


129



162



6Proceeds from sale of property and equipment


49







9Purchase of software license






(2,500
)


Proceeds from sale of intangible assets  Fast Flow
    technology










1,800Net cash provided by (used in) investing activities


21,133



(30,721
)


(33,083
)Cash Flows from Financing activitiesProceeds from issuance of common stock under employee stock plans


1,248



1,593



1,484Proceeds from exercise of common stock options, net of tax
    liability


1,019



2,701



3,726Tax benefit from stock options






17



158Net cash provided by financing activities


2,267



4,311



5,368Net decrease in cash and cash equivalents


(3,357
)


(26,087
)


(4,181
)Cash and cash equivalents as of beginning of year


24,894



50,981



55,162Cash and cash equivalents as of end of year

$
21,537


$
24,894


$
50,981Supplemental disclosure of cash flow informationIncome taxes (received) paid

$
(1,539
)

$
1,239


$
2,874    50




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    Description
    of Business    2.
    Significant
    Accounting Policies  Principles
    of Consolidation
    Use of
    Estimates
    Revenue
    Recognition
  Software,
    if-and-when-available
   51




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Cash,
    Cash Equivalents and Marketable Securities
    available-for-sale
  other-than-temporary other-than-temporary,
 52




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Investments  Debt and Equity Securities other-than-temporary other-than-temporary. other-than-temporary other-than-temporary
  Fair
    Value of Financial Instruments
    Credit
    Risk and Concentrations of Significant Customers
      Percentage of TotalAccounts Receivable as of

Percentage of Net RevenuesDecember 31,

for the Years Ended December 31,Customers

2010

2009

2010

2009

2008A


18
%


24
%


33
%


33
%


27
%B


10
%


*



15
%


18
%


29
%C


29
%


15
%


*



10
%


*D


13
%


43
%


11
%


*



14
%     *
    
    Represents less than 10%  Inventories,
    Net
  first-in,
 53




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Property
    and Equipment, Net
    Useful lifeComputers, software and related equipment

3 yearsEngineering and other equipment

1.5-5 yearsOffice furniture and fixtures

5 yearsLeasehold improvements

Shorter of lease term or
    estimated useful life of the asset   Software
    licenses purchased
    Impairment
    of Long-Lived Assets
   54




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill
    Warranty
    Liabilities
    Income
    Taxes
  Incomes Taxes
    Foreign
    Currency Derivative Instruments
     55




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Derivatives and
    Hedging
      As of December 31,2010


2009Derivatives designated as hedging instruments:Notional amount of currency option contracts: Israeli New Shekels


ILS 27,000



ILS 27,000Notional amount of currency option contracts: U.S. dollars

$
7,548


$
7,454Unrealized gains (losses) included in other comprehensive income
    on condensed consolidated balance sheets:Settled  underlying derivative was settled but
    forecasted transaction has not occurred

$
50


$
(4
)Unsettled  primarily included as other current assets
    (liabilities)


104



(147
)Total unrealized gains (losses) included in other comprehensive
    income

$
154


$
(151
)  56




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2010


2009Accumulated other comprehensive loss related to cash flow hedges
    as of beginning of year

$
(151
)

$
(621
)Changes in settled and unsettled portion of cash flow hedges


102



(393
)(49
)


(1,014
)Less:Changes in cash flow hedges: Loss reflected in condensed
    consolidated statement of operations


(203
)


(863
)Accumulated other comprehensive income (loss) related to cash
    flow hedges as of end of year

$
154


$
(151
)   Israeli
    Severance Pay
    Stock-based
    Compensation
  Compensation  Stock
    Compensation
   57




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Foreign
    Currency Translation
    Research
    and Development
    Advertising
    Costs
    Other
    Income (Expense), Net
    Recently
    Issued Accounting Standards
  2009-13 Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
    Arrangements  a consensus of the FASB Emerging Issues
    Task Force 2009-13) 2009-14 Software (Topic 985): Certain Revenue Arrangements That
    Include Software Elements  a consensus of the FASB
    Emerging Issues Task Force 2009-14). 2009-13 2009-14
 58




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2009-13 2009-14 2009-13 2009-14
  2010-29, Business Combinations (Topic 805)  Disclosure of
    Supplementary Pro Forma Information for Business Combinations 2010-29). 2010-29 2010-29 2010-29 2010-29 2010-29
  3.
    Basic and
    Diluted Net (Loss) Income per Common Share    Years Ended December 31,2010


2009


2008Numerator:Net (loss) income

$
(31,574
)

$
(6,739
)

$
9,780Denominator:Weighted average shares used in basic net (loss) income per
    common share


68,389



65,936



63,559Stock options










3,506Warrants










188Employee stock purchase plan shares










11Weighted average shares used in diluted net (loss) income per
    common share


68,389



65,936



67,264Basic net (loss) income per common share

$
(0.46
)

$
(0.10
)

$
0.15Diluted net (loss) income per common share

$
(0.46
)

$
(0.10
)

$
0.15    59




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of December 31,2010

2009

2008Stock options outstanding


6,376



12,115



8,572Restricted stock units


4,946



2,497



215Employee stock purchase plan shares


234



302



243Warrants to purchase common stock






268



   4.
    Restructuring
    Charges  May
    2010 Restructuring Plan
    February
    2009 Restructuring Plan
    April
    2008 Restructuring Plan
    October
    2007 Restructuring Plan
   60




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Summary
    of Restructuring Plans
    Balance as of








Balance as ofDecember 31,





Cash


December 31,2009


Charges


Payments


2010Vacated facilities

$
894


$
208


$
(539
)

$
563Severance






692



(654
)


38Total restructuring liability

$
894


$
900


$
(1,193
)

$
601Less restructuring liability, current portion














(457
)Restructuring liability, less current portion













$
144       5.
    Fair
    Value  Fair Value Measurements and Disclosures
 61




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Level 1


Level 2


Level 3


TotalMarketable securities:Corporate debt securities

$



$
69,728


$



$
69,728U.S. Agency debt securities






43,791







43,791Commercial paper






8,493







8,493



122,012







122,012Cash equivalents:Money market funds


7,111











7,111Commercial paper






1,499







1,4997,111



1,499







8,610Total cash equivalents and marketable securities

$
7,111


$
123,511


$



$
130,622Cash balances














12,927Total cash, cash equivalents and marketable securities













$
143,549     Level 1


Level 2


Level 3


TotalMarketable securities:Corporate debt securities

$



$
70,819


$



$
70,819U.S. Agency debt securities


1,265



63,014







64,279Commercial paper






7,393







7,393Certificates of deposit


4,523











4,5235,788



141,226







147,014Cash equivalents:Money market funds


12,527











12,527Corporate debt securities






181







181Commercial paper






1,000







1,00012,527



1,181







13,708Total cash equivalents and marketable securities

$
18,315


$
142,407


$



$
160,722Cash balances














11,186Total cash, cash equivalents and marketable securities













$
171,908    62




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Balance
    Sheet Data  Marketable
    Securities
  available-for-sale
  As of December 31, 2010Amortized


Unrealized


Unrealized


Estimated FairCost


Gain


Loss


ValueCorporate debt securities

$
69,627


$
131


$
(30
)

$
69,728U.S. Agency debt securities


43,795



8



(12
)


43,791Commercial paper


8,491



2







8,493Total marketable securities

$
121,913


$
141


$
(42
)

$
122,012   As of December 31, 2009Amortized


Unrealized


Unrealized


Estimated FairCost


Gain


Loss


ValueCorporate debt securities

$
70,569


$
288


$
(38
)

$
70,819U.S. Agency debt securities


64,256



70



(47
)


64,279Commercial paper


7,394







(1
)


7,393Certificates of deposit


4,520



4



(1
)


4,523Total marketable securities

$
146,739


$
362


$
(87
)

$
147,014     other-than-temporarily other-than-temporary available-for-sale available-for-sale available-for-sale other-than-temporarily
    As of December 31,2010


2009Due within one year

$
97,179


$
107,449Due within one to two years


24,833



39,565Total marketable securities

$
122,012


$
147,014  63




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories,
    Net
    As of December 31,2010


2009Finished products

$
9,110


$
4,933Raw materials, parts and supplies


2,007



Total inventories, net

$
11,117


$
4,933   Prepaid
    Expenses and Other Current Assets
    As of December 31,2010


2009Interest receivable

$
1,156


$
1,070Prepaid maintenance


813



981Taxes receivable


543



2,969Other


1,678



1,157Total prepaid expenses and other current assets

$
4,190


$
6,177   Property
    and Equipment, Net
    As of December 31,2010


2009Engineering and other equipment

$
22,238


$
30,129Computers, software and related equipment


17,215



19,942Leasehold improvements


5,115



5,897Office furniture and fixtures


1,110



1,13245,678



57,100Less: accumulated depreciation


(37,590
)


(45,683
)Total property, plant and equipment

$
8,088


$
11,417   Goodwill
   64




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Non-current Assets
    As of December 31,2010


2009Israeli severance pay

$
3,933


$
3,648Security deposit


2,083



1,962Deferred tax assets


530



449Restricted cash


454



583Software license






2,083Other


170



277Total other non-current assets

$
7,170


$
9,002     Deferred
    Revenues, Net
    As of December 31,2010


2009Deferred service revenues, net

$
22,091


$
27,252Deferred product revenues, net


4,379



17,614Total deferred revenues, net


26,470



44,866Less current portion of deferred revenues, net


(18,143
)


(32,428
)Deferred revenues, net, less current portion

$
8,327


$
12,438   Other
    Liabilities
    As of December 31,2010


2009Foreign, franchise and other income tax liabilities

$
1,230


$
2,198Accrued warranty


1,147



2,068Rent and restructuring liabilities


1,015



1,581Accrued professional fees


480



462Sales and use tax payable


245



1,310Other


1,841



2,106Total other liabilities


5,958



9,725Less current portion of other liabilities


(4,266
)


(7,083
)Other liabilities, less current portion

$
1,692


$
2,642  65




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accrued
    Warranty
    Years Ended December 31,2010


2009Balance as of beginning of year

$
2,068


$
3,381Warranty charged to cost of sales


431



412Utilization of warranty


(735
)


(1,003
)Other adjustments


(617
)


(722
)Balance as of end of year


1,147



2,068Less accrued warranty, current portion


(641
)


(1,047
)Accrued warranty, less current portion

$
506


$
1,021     7.
    Commitments
    and Contingencies  Commitments
    Years ending December 31,2011

$
4,1942012


2,6922013


349Total minimum lease payments

$
7,235      66




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Legal
    Proceedings
  BigBand
    Networks, Inc. v. Imagine Communications, Inc., Case
    No. 07-351
    Securities
    Litigation
  No. C07-5101-SBA) No. CGC-07-469661)
  8.
    Stockholders
    Equity    Years Ended December 31,2010


2009


2008Cost of net revenues

$
2,104


$
2,084


$
1,733Research and development


4,889



4,887



3,901Sales and marketing


2,105



2,432



2,566General and administrative


3,937



4,816



3,675Total expense

$
13,035


$
14,219


$
11,875   Equity
    Incentive Plans
    Sub-plan
 67




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    If the Exercise Price of an

The Exchange Ratio wasEligible Option was:

(Exchanged Options for One RSU):$3.50  $4.96

2.5-for-1$4.97  $5.98

3-for-1$5.99  $9.91

4-for-1$9.92 and higher

5-for-1         Years Ended December 31,2010


2009Available as of start of year


7,495



7,298Authorized shares added


3,357



3,232Options and RSUs cancelled


3,470



904Options cancelled and exchanged for RSUs


5,168



19,490



11,434Options and RSUs granted


(5,458
)


(3,939
)RSUs granted following November 18, 2010 option exchange


(1,813
)


Available as of end of year


12,219



7,495  68




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedWeighted


AverageNumber


Average


Remaining


Aggregateof


Exercise


Contractual


IntrinsicOptions


Price


Life (Years)


ValueOutstanding as of December 31, 2007


13,851


$
3.85



7.33


$
26,651Granted


3,505



4.86Exercised


(2,275
)


1.65Cancelled


(2,051
)


5.97Outstanding as of December 31, 2008


13,030


$
4.17



7.58


$
22,978Granted


1,316



4.02Exercised


(1,444
)


1.87Cancelled


(787
)


5.77Outstanding as of December 31, 2009


12,115


$
4.33



6.99


$
7,621Granted


2,829



2.97Exercised


(899
)


1.14Cancelled and exchanged for RSUs


(5,168
)


5.43Cancelled


(2,501
)


5.76Outstanding as of December 31, 2010


6,376


$
2.71



6.48


$
3,993Vested and expected to vest, net of forfeitures


5,723


$
2.68



6.16


$
3,992       Options Outstanding


Options ExercisableWeighted Average


Weighted





WeightedRemaining


Average





AverageContractual Life


Exercise


No. Shares


ExerciseExercise Price ($)

Number


(Years)


Price


Exercisable


Price0.60  1.00


1,791



2.80


$
0.80



1,791


$
0.801.01  2.90


1,070



6.85



2.44



699



2.242.91  2.92


1,882



9.44



2.92



197



2.922.93  5.38


1,327



7.11



4.19



704



4.665.39  18.95


306



5.58



7.21



260



7.426,376



6.47


$
2.71



3,651


$
2.40    69




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock-Based
    Compensation
    Years Ended December 31,2010

2009

2008Stock OptionsExpected volatility


66-74
%


73-75
%


63-71
%Expected term


6 years



6 years



6 yearsRisk-free interest


1.83-2.80
%


2.00-2.80
%


2.40-3.31
%Expected dividends


0.0
%


0.0
%


0.0
%Stock Purchase PlanExpected volatility


31-61
%


61-104
%


59-102
%Expected term


0.5 years



0.5 years



0.5 yearsRisk-free interest


0.16-0.22
%


0.16-0.74
%


0.74-1.87
%Expected dividends


0.0
%


0.0
%


0.0
%       Restricted
    Stock Units
   70




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedWeighted


AverageAverage


Remaining


AggregateRestricted


Grant-Date


Contractual


IntrinsicStock Units


Fair Value


Life (Years)


ValueUnvested as of December 31, 2007


356


$
14.61



2.23


$
1,832Granted


319



5.35Vested


(27
)


5.56Cancelled


(80
)


18.95Unvested as of December 31, 2008


568


$
9.38



1.24


$
3,138Granted


2,623



5.25Vested


(577
)


7.07Cancelled


(117
)


9.17Unvested as of December 31, 2009


2,497


$
5.58



1.77


$
8,590Granted


2,304



2.86Granted following November 18, 2010 option exchange


1,813



2.91Vested


(1,024
)


4.92Cancelled


(644
)


4.85Unvested as of December 31, 2010


4,946


$
3.57



1.28


$
13,893Expected to vest after December 31, 2010


3,933







1.22


$
11,013         Employee
    Stock Purchase Plan
   71




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2010


2009Available as of start of year


2,477



1,662Authorized shares added


1,343



1,293Common shares issued


(504
)


(478
)Available as of end of year


3,316



2,477   Shares Reserved
    December 31,2010


2009Restricted stock units


4,946



2,497ESPP shares reserved for future issuance


3,316



2,477Warrants to purchase common stock






268Stock options:Outstanding


6,376



12,115Available for future grants


12,219



7,49726,857



24,854   Common
    Stock Warrants
    9.
    Segment
    Reporting  Segment Reporting,
 72




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2010


2009


2008United States

$
101,115


$
123,819


$
169,397Asia


7,146



9,734



6,648Europe


1,783



4,198



5,343Americas, excluding United States


1,671



1,763



3,905Total net revenues

$
111,715


$
139,514


$
185,293     Years Ended December 31,2010


2009


2008Video

$
73,507


$
92,042


$
145,517Data


99



1,620



2,900Total product net revenues

$
73,606


$
93,662


$
148,417     Years Ended December 31,2010


2009


2008Video

$
37,362


$
44,140


$
30,811Data


747



1,712



6,065Total service net revenues

$
38,109


$
45,852


$
36,876     As of December 31,2010


2009Israel

$
3,829


$
4,728United States


3,584



6,286Rest of World


675



403Total long-lived assets

$
8,088


$
11,417   10.
    Income
    Taxes    Years Ended December 31,2010


2009


2008Domestic

$
(33,584
)

$
(10,276
)

$
8,833Foreign


2,348



2,470



3,347(Loss) income before provision for (benefit from) income taxes

$
(31,236
)

$
(7,806
)

$
12,180  73




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2010


2009


2008CurrentFederal

$
4


$
(687
)

$
199State


61



108



669Foreign


309



(642
)


1,578374



(1,221
)


2,446DeferredFederal


38



(39
)


40State


6



(5
)


7Foreign


(80
)


198



(93
)(36
)


154



(46
)Total provision for (benefit from) income taxes

$
338


$
(1,067
)

$
2,400     Years Ended December 31,2010


2009


2008Tax (benefit) provision at federal statutory rate

$
(10,933
)

$
(2,732
)

$
4,263U.S. losses not benefited (net operating loss carryforward
    utilized)


10,158



2,063



(2,668
)Foreign operations


(671
)


(1,411
)


1,523State taxes


34



68



441Research and development tax credits


(221
)


(200
)


(510
)Stock-based compensation


1,807



1,074



(797
)Permanent items


164



71



148Provision for (benefit from) income taxes

$
338


$
(1,067
)

$
2,400  74




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of December 31,2010


2009Deferred tax assets:Net operating loss carryforwards

$
35,861


$
22,902Reserves and accruals


9,994



12,474Stock compensation


6,193



4,262Depreciation and amortization


1,300



1,869Tax credit carryforwards


3,856



3,413Total deferred tax assets


57,204



44,920Deferred tax liabilities:Goodwill


(288
)


(239
)Gross deferred taxes


56,916



44,681Valuation allowance


(56,674
)


(44,471
)Net deferred taxes

$
242


$
210       non-U.S. subsidiaries
  with-and-without Income Taxes
 75




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for
    Uncertainty in Income Taxes
  Years Ended December 31,2010


2009Balance as of beginning of year

$
3,392


$
2,304Tax positions related to current year


475



388Tax positions related to prior years


(751
)


700Balance as of end of year

$
3,116


$
3,392     11.
    401(k)
    Savings and Retirement Plan    12.
    Accumulated
    Other Comprehensive Income    As of December 31,2010


2009Net unrealized gain (loss) on cash flow hedges

$
154


$
(151
)Net unrealized gain on marketable securities


99



275Total accumulated other comprehensive income

$
253


$
124  76




---



##### Table of Contents



BIGBAND
    NETWORKS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Selected
    Quarterly Financial Information
    (Unaudited)    Year Ended December 31, 2010Fourth Quarter

Third Quarter

Second Quarter

First QuarterTotal net revenues

$
26,336


$
26,751


$
26,393


$
32,235Gross profit


14,496



13,671



13,959



15,034Net loss


(5,910
)


(7,254
)


(9,641
)


(8,769
)Basic net loss per common share

$
(0.09
)

$
(0.11
)

$
(0.14
)

$
(0.13
)Diluted net loss per common share

$
(0.09
)

$
(0.11
)

$
(0.14
)

$
(0.13
)   Year Ended December 31, 2009Fourth Quarter

Third Quarter

Second Quarter

First QuarterTotal net revenues

$
34,398


$
22,202


$
39,026


$
43,888Gross profit


19,415



11,106



24,995



25,653Net (loss) income


(1,238
)


(10,858
)


3,075



2,282Basic net (loss) income per common share

$
(0.02
)

$
(0.16
)

$
0.05


$
0.04Diluted net (loss) income per common share

$
(0.02
)

$
(0.16
)

$
0.04


$
0.03   14.
    Subsequent
    Events (Unaudited)   77




---



##### 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
  Form 10-K, Rule 13a-15 Rule 15d-15 Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control over Financial Reporting
          Changes
    in Internal Control over Financial Reporting
  Rule 13a-15 Rule 15d-15
 78




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
              79




---



##### Table of Contents



Item 9B.
    OTHER
    INFORMATION   PART III  Item 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE        http://www.bigbandnet.com
    Item 11.
    EXECUTIVE
    COMPENSATION    Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    Item 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   80




---



##### Table of Contents



PART IV  Item 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  ( Form 10-K.
  Form 10-K
    Balance as of

Charged toBeginning of

Costs and

Additions

Balance as ofYear

Expenses

(Deductions)

End of YearYear ended:December 31, 2010

$
56


$
(39
)

$



$
17December 31, 2009

$
39


$
(38
)

$
55


$
56December 31, 2008

$
142


$
64


$
(167
)

$
39     Balance as of

Charged toBeginning of

Costs and



Balance as ofYear

Expenses

Deductions

End of YearYear ended:December 31, 2010

$
2,566


$
1,929


$
(1,702
)

$
2,793December 31, 2009

$
5,359


$
1,762


$
(4,555
)

$
2,566December 31, 2008

$
8,524


$
2,879


$
(6,044
)

$
5,359     EXHIBIT INDEX
  Incorporated by ReferenceExhibit





File

Exhibit



Filed withNumber

Description

Form

Number

Number

Filing Date

this 10-K3
.1

Form of Amended and Restated Certificate of Incorporation of the
    Registrant

S-1

333-139652

3.1B

December 22, 20063
.2

Form of Amended and Restated Bylaws of the Registrant

S-1

333-139652

3.2B

December 22, 200610
.1*

Form of Indemnification Agreement

S-1

333-139652

10.1

December 22, 200610
.2*

2001 Share Option and Incentive Plan

S-1

333-139652

10.3

December 22, 200610
.3*

2003 Share Option and Incentive Plan

S-1

333-139652

10.4

December 22, 200610
.4*

2004 Share Option and Incentive Plan Sub-Plan for Israeli
    Employees

S-1

333-139652

10.5

December 22, 200610
.5*

2007 Equity Incentive Plan

S-1/A

333-139652

10.6

March 8, 200710
.5A*

Form of Option Agreement (U.S.)

10-Q

001-33355

10.6A

August 8, 200710
.5B*

Form of Option Agreement (Non-U.S.)

10-Q

001-33355

10.6B

August 8, 200710
.5C*

Form of Restricted Stock Unit Agreement (U.S.)

10-Q

001-33355

10.6C

August 8, 200710
.5D*

Form of Restricted Stock Unit Agreement (Non-U.S.)

10-Q

001-33355

10.6D

August 8, 200710
.5E*

2007 Equity Incentive Plan Sub-Plan for Israeli Employees

10-Q

001-33355

10.6E

August 8, 2007 81




---



##### Table of Contents



Incorporated by ReferenceExhibit





File

Exhibit



Filed withNumber

Description

Form

Number

Number

Filing Date

this 10-K10
.5F*

Form of Israeli Sub-Plan Option Agreement

10-Q

001-33355

10.6F

August 8, 200710
.6*

Employee Stock Purchase Plan

S-1/A

333-139652

10.23

February 26, 200710
.7*

Employment Agreement  Amir Bassan-Eskenazi

S-1

333-139652

10.8

December 22, 200610
.7A*

Amendment to Employment Agreement  Amir
    Bassan-Eskenazi

8-K

001-33355

10.8A

January 5, 200910
.8*

Employment Agreement  Ran Oz

S-1

333-139652

10.9

December 22, 200610
.8A*

Amendment to Employment Agreement  Ran Oz

10-Q

001-33355

10.9A

May 15, 200810
.9*

Offer Letter Agreement  Ravi Narula

8-K

001-33355

10.1

June 17, 201010
.10*

Offer Letter Agreement  Robert Horton

S-1/A

333-139652

10.12

January 26, 200710
.10A*

Amendment to Offer Letter Agreement  Robert Horton

10-K

001-33355

10.12A

March 12, 200810
.10B*

Amendment to Offer Letter Agreement  Robert Horton

8-K

001-33355

10.12B

January 5, 200910
.11*

Letter Agreement  Harald Braun

10-Q

001-33355

10.26

May 7, 200910
.11A

Offer Letter Agreement  Harald Braun

8-K

001-33355

10.1

October 19, 201010
.12*

Letter Agreement  Ken Goldman

S-1

333-139652

10.15

December 22, 200610
.13*

Letter Agreement  Robert Sachs

S-1

333-139652

10.16

December 22, 200610
.14*

Letter Agreement  Michael J. Pohl

10-Q

001-33355

10.27

May 7, 200910
.15*

Letter Agreement  Dennis Wolf

10-Q

001-33355

10.29

November 6, 200910
.16*

Letter Agreement  David Lockwood









X10
.17

Agreement by and among BigBand Networks, Inc., ValueAct SmallCap
    Master Fund, VA SmallCap Partners, ValueAct SmallCap Management,
    ValueAct SmallCap Management GP, VA Partners, ValueAct Capital
    Management, and David Lockwood dated July 29, 2010

8-K

001-33355

10.1

July 29, 201010
.18A

Lease (475 Broadway, Redwood City, California)

S-1

333-139652

10.17A

December 22, 200610
.18B

First Amendment to Lease (475 Broadway, Redwood City, California)

S-1

333-139652

10.17B

December 22, 200610
.18C

Second Amendment to Lease (475 Broadway, Redwood City,
    California)

S-1

333-139652

10.17C

December 22, 200610
.18D

Third Amendment to Lease (475 Broadway, Redwood City, California)

10-Q

001-33355

99.1

August 10, 200910
.19

Lease (8 Technology Drive, Westborough, Massachusetts)

S-1

333-139652

10.20

December 22, 200610
.19A

Sublease Agreement (8 Technology Drive, Westborough,
    Massachusetts)

10-Q

001-33355

10.19A

November 8, 201010
.20

Lease Agreement (Tel Aviv, Israel)

8-K

001-33355

99.1

July 30, 200710
.20A

Amendment to Lease Agreement (Tel Aviv, Israel)

10-K

001-33355

10.24A

March 12, 200810
.20B

Amended Sublease Agreement (Tel Aviv, Israel)









X21
.1

Subsidiaries of the Registrant









X23
.1

Consent of Independent Registered Public Accounting Firm









X 82




---



##### Table of Contents



Incorporated by ReferenceExhibit





File

Exhibit



Filed withNumber

Description

Form

Number

Number

Filing Date

this 10-K24
.1

Power of Attorney (included on signature page to Form 10-K)









X31
.1

Certification of Principal Executive Officer pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002









X31
.2

Certification of Principal Financial and Accounting Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002









X32
.1+

Certification of Principal Executive Officer and Principal
    Financial and Accounting Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002









X     +
    
    This exhibit shall not be deemed filed for the
    purposes of Section 18 of the Exchange Act or otherwise
    subject to the liability of that Section, nor shall it be deemed
    to be incorporated by reference into any filing under the
    Securities Act or the Exchange Act, whether made before or after
    the date hereof, except to the extent this exhibit is
    specifically incorporated by reference.*
    
    Management compensatory plan or arrangement. 83




---



##### Table of Contents



SIGNATURES      By:
    /s/  Amir
    Bassan-Eskenazi       Form 10-K, Form 10-K
  Signature

Title

Date/s/  Amir
    Bassan-EskenaziAmir
    Bassan-Eskenazi

President and Chief Executive Officer (Principal Executive
    Officer)

March 9, 2011/s/  Ravi
    NarulaRavi
    Narula

Chief Financial Officer
    (Principal Financial and Accounting Officer)

March 9, 2011/s/  Michael
    PohlMichael
    Pohl

Chairman of the Board of Directors

March 9, 2011/s/  Harald
    BraunHarald
    Braun

Director

March 9, 2011/s/  Ken
    GoldmanKen
    Goldman

Director

March 9, 2011/s/  David
    LockwoodDavid
    Lockwood

Director

March 9, 2011/s/  Ran
    OzRan
    Oz

Director

March 9, 2011 84




---



##### Table of Contents



Signature

Title

Date/s/  Robert
    SachsRobert
    Sachs

Director

March 9, 2011/s/  Dennis
    WolfDennis
    Wolf

Director

March 9, 2011/s/  Geoffrey
    YangGeoffrey
    Yang

Director

March 9, 2011  85




---



##### Table of Contents



EXHIBIT INDEX
  Incorporated by ReferenceExhibit





File

Exhibit



Filed withNumber

Description

Form

Number

Number

Filing Date

this 10-K3
.1

Form of Amended and Restated Certificate of Incorporation of the
    Registrant

S-1

333-139652

3.1B

December 22, 20063
.2

Form of Amended and Restated Bylaws of the Registrant

S-1

333-139652

3.2B

December 22, 200610
.1*

Form of Indemnification Agreement

S-1

333-139652

10.1

December 22, 200610
.2*

2001 Share Option and Incentive Plan

S-1

333-139652

10.3

December 22, 200610
.3*

2003 Share Option and Incentive Plan

S-1

333-139652

10.4

December 22, 200610
.4*

2004 Share Option and Incentive Plan Sub-Plan for Israeli
    Employees

S-1

333-139652

10.5

December 22, 200610
.5*

2007 Equity Incentive Plan

S-1/A

333-139652

10.6

March 8, 200710
.5A*

Form of Option Agreement (U.S.)

10-Q

001-33355

10.6A

August 8, 200710
.5B*

Form of Option Agreement (Non-U.S.)

10-Q

001-33355

10.6B

August 8, 200710
.5C*

Form of Restricted Stock Unit Agreement (U.S.)

10-Q

001-33355

10.6C

August 8, 200710
.5D*

Form of Restricted Stock Unit Agreement (Non-U.S.)

10-Q

001-33355

10.6D

August 8, 200710
.5E*

2007 Equity Incentive Plan Sub-Plan for Israeli Employees

10-Q

001-33355

10.6E

August 8, 200710
.5F*

Form of Israeli Sub-Plan Option Agreement

10-Q

001-33355

10.6F

August 8, 200710
.6*

Employee Stock Purchase Plan

S-1/A

333-139652

10.23

February 26, 200710
.7*

Employment Agreement  Amir Bassan-Eskenazi

S-1

333-139652

10.8

December 22, 200610
.7A*

Amendment to Employment Agreement  Amir
    Bassan-Eskenazi

8-K

001-33355

10.8A

January 5, 200910
.8*

Employment Agreement  Ran Oz

S-1

333-139652

10.9

December 22, 200610
.8A*

Amendment to Employment Agreement  Ran Oz

10-Q

001-33355

10.9A

May 15, 200810
.9*

Offer Letter Agreement  Ravi Narula

8-K

001-33355

10.1

June 17, 201010
.10*

Offer Letter Agreement  Robert Horton

S-1/A

333-139652

10.12

January 26, 200710
.10A*

Amendment to Offer Letter Agreement  Robert Horton

10-K

001-33355

10.12A

March 12, 200810
.10B*

Amendment to Offer Letter Agreement  Robert Horton

8-K

001-33355

10.12B

January 5, 200910
.11*

Letter Agreement  Harald Braun

10-Q

001-33355

10.26

May 7, 200910
.11A

Offer Letter Agreement  Harald Braun

8-K

001-33355

10.1

October 19, 201010
.12*

Letter Agreement  Ken Goldman

S-1

333-139652

10.15

December 22, 200610
.13*

Letter Agreement  Robert Sachs

S-1

333-139652

10.16

December 22, 200610
.14*

Letter Agreement  Michael J. Pohl

10-Q

001-33355

10.27

May 7, 200910
.15*

Letter Agreement  Dennis Wolf

10-Q

001-33355

10.29

November 6, 2009 86




---



##### Table of Contents



Incorporated by ReferenceExhibit





File

Exhibit



Filed withNumber

Description

Form

Number

Number

Filing Date

this 10-K10
.16*

Letter Agreement  David Lockwood









X10
.17

Agreement by and among BigBand Networks, Inc., ValueAct SmallCap
    Master Fund, VA SmallCap Partners, ValueAct SmallCap Management,
    ValueAct SmallCap Management GP, VA Partners, ValueAct Capital
    Management, and David Lockwood dated July 29, 2010

8-K

001-33355

10.1

July 29, 201010
.18A

Lease (475 Broadway, Redwood City, California)

S-1

333-139652

10.17A

December 22, 200610
.18B

First Amendment to Lease (475 Broadway, Redwood City, California)

S-1

333-139652

10.17B

December 22, 200610
.18C

Second Amendment to Lease (475 Broadway, Redwood City,
    California)

S-1

333-139652

10.17C

December 22, 200610
.18D

Third Amendment to Lease (475 Broadway, Redwood City, California)

10-Q

001-33355

99.1

August 10, 200910
.19

Lease (8 Technology Drive, Westborough, Massachusetts)

S-1

333-139652

10.20

December 22, 200610
.19A

Sublease Agreement (8 Technology Drive, Westborough,
    Massachusetts)

10-Q

001-33355

10.19A

November 8, 201010
.20

Lease Agreement (Tel Aviv, Israel)

8-K

001-33355

99.1

July 30, 200710
.20A

Amendment to Lease Agreement (Tel Aviv, Israel)

10-K

001-33355

10.24A

March 12, 200810
.20B

Amended Sublease Agreement (Tel Aviv, Israel)









X21
.1

Subsidiaries of the Registrant









X23
.1

Consent of Independent Registered Public Accounting Firm









X24
.1

Power of Attorney (included on signature page to Form 10-K)









X31
.1

Certification of Principal Executive Officer pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002









X31
.2

Certification of Principal Financial and Accounting Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002









X32
.1+

Certification of Principal Executive Officer and Principal
    Financial and Accounting Officer pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002









X     +
    
    This exhibit shall not be deemed filed for the
    purposes of Section 18 of the Exchange Act or otherwise
    subject to the liability of that Section, nor shall it be deemed
    to be incorporated by reference into any filing under the
    Securities Act or the Exchange Act, whether made before or after
    the date hereof, except to the extent this exhibit is
    specifically incorporated by reference.*
    
    Management compensatory plan or arrangement. 87