What changed in this filing

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Item 1. Business

2022-09-14 compared with 2021-08-25 · 79 added, 57 removed, 223 unchanged (38% of the section changed)

17 unchanged sentences

Our products utilize microwave and millimeter wave technologies to create point to point wireless links for short, medium and long-distance interconnections.

Our products incorporate Ethernet switching and IP routing capabilities optimized for a microwave and millimeter wave environment and for hybrid applications of microwave and optical fiber transport, to form complete networking solutions.

We provide software tools and applications to enable deployment, monitoring, network management and optimization of our systems as well as to automate network design and procurement.

We also source, qualify, supply and support third party equipment such as antennas, routers, optical transmission equipment and other equipment necessary to build and deploy a complete telecommunications transmission network.

In addition to our wireless products, we also provide routers and a range of software tools and applications to enable deployment, monitoring, network management and optimization of our systems as well as to automate network design and procurement.

We also source, qualify, supply and support third party equipment such as antennas, optical transmission equipment and other equipment necessary to build and deploy a complete telecommunications transmission network.

We provide a full suite of professional services for planning, deployment, operations, optimization and maintenance of our customers’ networks.

Our wireless systems deliver urban, suburban, regional and country-wide communications links as the primary alternative to fiber optic connections.

Our wireless systems deliver urban, suburban, regional and country-wide communications links as the primary alternative to fiber optic, low earth orbit satellite and copper connections.

Fiber optic connections are the primary alternative.

In dense urban and suburban areas, short range wireless solutions are faster to deploy and lower cost per mile than new fiber deployments.

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• 5G Deployments.

Mobile Radio Access Network (“RAN”) technologies are continually evolving.

With the evolution from 4G (HSPA+ and LTE) to 5G, technology is continuously advancing and providing subscribers with higher speed access to the Internet, social media, and video streaming services.

Mobile Radio Access Network (“RAN”) technologies are evolving.

With the evolution from 4G (HSPA+ and LTE) to 5G, technology is advancing and providing subscribers with higher speed access to the Internet, social media, and video streaming services.

The rapid increases in data to be transported through the RAN and across the backhaul infrastructure drives requirements for higher data transport links necessitating upgrades to or replacement of the existing backhaul infrastructure.

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There is also rapid growth in the number and type of wireless enabled sensors and machines being connected to the mobile network creating new revenue streams for network operators in healthcare, agriculture, transportation and education.

As a result, the data traffic crossing the backhaul infrastructure continues to grow rapidly.

As a result, the data traffic crossing the backhaul infrastructure continues to grow.

The Internet of Things (“IoT”) brings the potential of massive deployment of wireless end points for sensing and reporting data and remotely controlling machines and devices.

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Improving border patrol effectiveness, enabling inter-operable emergency communications services for local or state police, providing access to timely information from centralized databases, or utilizing video and imaging devices at the scene of an incident requires a high bandwidth and reliable network.

The mission critical nature of public safety and national security networks can require that these networks are built, operated and maintained independently of other public network infrastructure and microwave is very well suited to this environment because it is a cost-effective alternative to fiber.

The mission critical nature of public safety and national security networks can require that these networks are built, operated and maintained independently of other network infrastructure.

Microwave is well suited to this environment because it is a cost-effective alternative to fiber.

• Microwave technology can be used to engineer long distance and more direct connections than optical cable.

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As we focus on executing future generations of our technology, our goal is to make wireless technology a viable choice for an ever-broadening range of network types.

As we continue executing our technology roadmap, we are engaging more deeply with customers on the evolution of use cases and applications as 5G mobile and broadband networks edge closer to implementation and begin to factor more strongly in the vendor selection process.

We are engaging with customers on the evolution of use cases and applications as 5G mobile and broadband networks edge closer to implementation and begin to factor more strongly in the vendor selection process.

We are confident in our ability to address current and future 5G market needs.

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We are expanding the data-carrying capacity of our wireless products to address the increasing data demand in networks of all types.

Second, in order to address the operational complexity of planning, deploying, owning and operating microwave networks, we are investing in a combination of software applications, tools and services where simplification, process automation and our unique expertise in wireless technology can make a significant difference for our customers and partners.

Finally, Aviat is investing in e-commerce through our Aviat Store platform and supporting supply chain capabilities.

Further, energy consumption is emerging as a key component of TCO.

Our research and development contemplates innovations in capacity, energy efficiency and overall TCO.

Second, to address the operational complexity of planning, deploying, owning and operating microwave networks, we are investing in a combination of software applications, tools and services where simplification, process automation and our unique expertise in wireless technology can make a significant difference for our customers and partners.

Finally, Aviat is investing in e-commerce through our online platform, the “Aviat Store” and supporting supply chain capabilities.

Aviat can better service customers buying through the Aviat Store with lower costs, faster lead times and a simpler purchasing experience.

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We expect to continue to serve and expand upon our existing customer base and develop business with new customers.

We intend to leverage our customer base, our longstanding presence in many countries, our distribution channels, our comprehensive product line, our superior customer service and our turnkey solution capability to continue to sell existing and new products and services to current and future customers.

We intend to leverage our customer base, our longstanding presence in many countries, our distribution

channels, our comprehensive product line, our superior customer service and our turnkey solution capability to continue to sell existing and new products and services to current and future customers.

Products and Solutions

Our strong product and solutions portfolio is key to building and maintaining our marquee base of customers.

We offer a comprehensive product and solutions portfolio that meets the needs of service providers and network operators in every region of the world and that addresses a broad range of applications, frequencies, capacities and network topologies.

Our product and solutions portfolio is key to building and maintaining our base of customers.

We offer a comprehensive product and solutions portfolio that meets the needs of service providers and network operators and that addresses a broad range of applications, frequencies, capacities and network topologies.

• Broad product and solution portfolio.

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The major product families included in these solutions are CTR 8000, WTM 4000 and AviatCloud.

Our CTR 8000 platform merges the functionality of an indoor microwave modem unit and a cell site router into a single integrated solution, simplifying IP/MPLS deployments and creating a better performing network.

The newest addition to our product portfolio is the WTM 4000, the highest capacity microwave radio ever produced, and purpose built for software-defined networks (“SDN.”) SDN technology is an approach to networking management that enables dynamic, programmatically efficient networking configuration in order to improve networking performance and monitoring, making it more like cloud computing than traditional networking management.

We have now introduced multiple important variants to the WTM 4000 platform;

Our CTR 8000 platform is a range of routers purpose-built for transport applications, especially those that require high level of reliability and security.

The newest addition to our product portfolio is the WTM 4000, the highest capacity microwave radio ever produced to date, and purpose built for software-defined networks (“SDN.”) SDN technology is an approach to networking management that enables dynamic, programmatically efficient networking configuration to improve networking performance and monitoring, making it more like cloud computing than traditional networking management.

We introduced multiple important variants to the WTM 4000 platform;

WTM4100 & 4200 providing single and dual frequency microwave links with advanced XPIC and MIMO capabilities;

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WTM4800 is the latest addition to address 5G network requirements and is capable of operating in the 80GHz E Band at up to 20Gbps capacity, with a unique Multi-Band capability which simultaneously uses microwave and E Band frequencies for maximum robustness.

WTM 4800 is the industry’s only single box multi-band solution for lowest total cost of ownership deployments.

WTM 4800 is the only single box multi-band solution for lowest total cost of ownership deployments.

To address the issues of operational complexity in our customers’ networks, AviatCloud is a platform with secure hosted software and services to automate networks and their operations.

• Low total cost of ownership.

Our wireless-based solutions are focused on achieving a low total cost of ownership, including savings on the combined costs of initial acquisition, installation and ongoing operation and maintenance.

Our wireless-based solutions focus on achieving a 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.

Our advanced wireless features also enable operators to save on related costs, including spectrum fees and tower rental fees.

• Futureproof 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 Carrier Ethernet and IP/MPLS (multiprotocol label switching) based networking, without the need for costly equipment substitutions and additions.

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 Carrier Ethernet and IP/MPLS (multiprotocol label switching) and segment routing 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.

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This provides us with the best opportunity to leverage our role as a technology specialist and differentiate ourselves from competitors.

Our focus on key customers and geographies allows us to consistently achieve high customer satisfaction ratings leading to a high level of customer retention and repeat business.

Our focus on key customers and geographies allows us to consistently achieve a high level of customer retention and repeat business.

Our highest concentrations of sales and service resources are in the United States, Western and Southern Africa, the Philippines, and the European Union.

We maintain a presence in a number of other countries, some of which are based in customer locations and include, but not limited to, Canada, Mexico, Kenya, India, Saudi Arabia, Australia, New Zealand, and Singapore.

In addition to our direct channel to market, we also have informal, and in some cases formal, relationships with original equipment manufacturers (“OEMs”) and system integrators especially focused towards large and complex projects in national security and government-related applications.

In addition to our direct channel to market, we have relationships with original equipment manufacturers (“OEMs”) and system integrators especially focused towards large and complex projects in national security and government-related applications.

Our role in these relationships ranges from equipment supply only to being a sub-contractor for a portion of the project scope where we will supply equipment and a variety of design, deployment and maintenance services.

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These independent representatives generally receive a discount from our list prices and are free to set the final sales prices paid by the customer.

We have introduced a direct online sales option through our online “Aviat Store” for our WTM radio platform, initially in North America and targeted at wireless internet service providers delivering broadband services in rural and underserved areas.

We have a direct online sales option through our online “Aviat Store.” The Aviat Store targets customers with a traditional high cost to serve via traditional channels.

We provide online design tools for radio link planning and on-line ordering tools, which we fulfill directly from our Aviat Store with multiple options of product available for next day shipment.

Shipments from Aviat Store commenced late in 2018.

We have repair and service centers in India, Nigeria, Ghana, Mexico, the Philippines, the United Kingdom and the United States.

We have repair and service centers in the Philippines and the United States.

We have customer service and support personnel who provide customers with training, installation, technical support, maintenance and other services on systems under contract.

We install and maintain customer equipment directly, in some cases, and contract with third-party service providers in other cases, depending on the equipment being installed and customer requirements.

We install and maintain customer equipment directly, in some cases, and contract with third-party service providers in other cases.

The specific terms and conditions of our product warranties vary depending upon the product sold and country in which we do business.

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Manufacturing

Our global manufacturing strategy follows an outsourced manufacturing model using contract manufacturing partners in both the United States and Asia.

Our global manufacturing strategy follows an outsourced manufacturing model using contract manufacturing partners in North America and Asia.

Our strategy is based on balancing cost and supplier performance as well as taking into account qualification for localization requirements of certain market segments, such as the Buy American Act.

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Although we have a large customer base, during any given fiscal year or quarter, a small number of customers may account for a significant portion of our revenue.

Mobile Telephone Networks Group (“MTN Group”) in Africa accounted for 11% of fiscal 2019 total revenue.

We have entered into separate and distinct contracts with MTN Group as well as separate arrangements with MTN Group subsidiaries.

No customer was greater than 10% of total revenue for fiscal 2021 or 2020.

The microwave and millimeter wave wireless networking business is a specialized segment of the telecommunications industry that is sensitive to technological advancements and is extremely competitive.

During fiscal 2022, Motorola accounted for 13% of our total revenue.

Motorola integrates a wide variety of network and the revenue consists of more than 70 active projects.

During fiscal 2021 and 2020 there were no customers that accounted for more than 10% of our total revenue.

The microwave and millimeter wave wireless networking business is a specialized segment of the telecommunications industry that is sensitive to technological advancements and is competitive.

Our principal competitors include business units of large mobile and IP network infrastructure manufacturers such as Ericsson, Huawei, NEC Corporation and Nokia Corporation, as well as a number of smaller microwave specialist companies such as Ceragon Networks Ltd.

and SIAE Microelectronica S.p.A.

We also compete with fiber optic cable and low earth orbit satellites for networking connections.

Some of our larger competitors may have greater name recognition, broader product lines (some including non-wireless telecommunications equipment and managed services), a larger installed base of products and longer-standing customer relationships.

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Raw Materials and Supplies

Because of the range of our products and services, as well as the wide geographic dispersion of our facilities, we use numerous sources of raw materials needed for our operations and for our products, such as electronic components, printed circuit boards, metals and plastics.

Because of our range of products and services, as well as the wide geographic dispersion of our facilities, we use numerous sources of raw materials needed for our operations and for our products, such as electronic components, printed circuit boards, metals and plastics.

We are dependent upon suppliers and subcontractors for a large number of components and subsystems and upon the ability of our suppliers and subcontractors to adhere to customers’ requirements or regulatory restrictions and to meet performance and quality specifications and delivery schedules.

Our strategy for procuring raw material and supplies includes dual sourcing on strategic assemblies and components.

Our strategy for procuring raw material and supplies includes dual sourcing (where possible) on strategic assemblies and components.

In general, we believe this reduces our risk with regard to the potential financial difficulties in our supply base.

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Examples of sole or limited source categories include metal fabrications and castings, for which we own the tooling and therefore limit our supplier relationships, and ASIC’s and MMICs (types of integrated circuit used in manufacturing microwave radios), which we procure at volume discount from a single source.

Our supply chain plan includes mitigation plans for alternative manufacturing sites which would also mitigate COVID-19 risks.

Our supply chain plan includes mitigation plans for alternative manufacturing sites which would also mitigate COVID-19 and other disruption risks.

Although we have been affected by performance issues of some of our suppliers and subcontractors, we have not been materially adversely affected by the inability to obtain raw materials or products.

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Patents and Other Intellectual Property

We consider our patents and other intellectual property rights, in the aggregate, to constitute an important asset.

We consider our patents, trademarks and other intellectual property rights, in the aggregate, to constitute an important asset.

We own a portfolio of patents, trade secrets, know-how, confidential information, trademarks, copyrights and other intellectual property.

We also license intellectual property to and from third parties.

As of July 2, 2021, we held 434 U.S.

As of July 1, 2022, we (collectively with our subsidiaries) own approximately 184 U.S.

patents and 188 international patents and had 5 U.S.

patent applications pending and 15 international patent applications pending.

We do not consider our business to be materially dependent upon any single patent, license or other intellectual property right, or any group of related patents, licenses or other intellectual property rights.

From time to time, we might engage in litigation to enforce our patents and other intellectual property or defend against claims of alleged infringement.

Any of our patents, trade secrets, trademarks, copyrights and other proprietary rights could be challenged, invalidated or circumvented, or may not provide competitive advantages.

Numerous trademarks used on or in connection with our products are also considered to be valuable assets.

In addition, to protect confidential information, including our trade secrets, we require our employees and contractors to sign confidentiality and invention assignment agreements.

We also enter into non-disclosure agreements with our suppliers and appropriate customers to limit access to and disclosure of our proprietary information.

Although our ability to compete may be affected by our ability to protect our intellectual property, we believe that, because of the rapid pace of technological change in the wireless telecommunications industry, our innovative skills, technical expertise and ability to introduce new products on a timely basis will be more important in maintaining our competitive position than protection of our intellectual property.

The United States Patent and Trademark Office and international equivalent bodies have not yet concluded substantive examination of our pending patent applications.

Therefore, it is unclear what scope of additional patent coverage, if any, will eventually be provided as a result of those pending applications.

Failure to obtain comprehensive patent coverage could impair our ability to prevent competitors from replicating some portions or all of our products.

We also license intellectual property to and from third parties.

The costs we pay or revenue we receive from such licenses may be dependent on certain factors, such as the market for such licenses and whether such licenses can be negotiated on commercially acceptable terms.

However, we do not consider our business to be materially dependent upon any single patent, license or other intellectual property right.

From time to time, we might engage in litigation to enforce our patents or other intellectual property rights or defend against claims of alleged infringement asserted by third parties.

Any of our patents, trade secrets, trademarks, copyrights and other intellectual property rights could be challenged, invalidated or circumvented, or may not provide competitive advantages.

Additionally, policing unauthorized use of our intellectual property and proprietary rights can be difficult, costly and time consuming.

The enforcement of our intellectual property and proprietary rights also depends on any legal actions we may bring against any such parties being successful, but these actions are costly, time-consuming, and may not be successful, even when our rights have been infringed, misappropriated, or otherwise violated.

In addition, to protect our confidential information, including our trade secrets, we require our employees and contractors to sign confidentiality and invention assignment agreements.

We also enter into non-disclosure agreements with our suppliers and appropriate customers to limit their access to and disclosure of our proprietary information.

Although our ability to compete may be affected by our ability to protect our intellectual property rights and proprietary information, we believe that, because of the rapid pace of technological change in the wireless

telecommunications industry, our innovative skills, technical expertise and ability to introduce new products on a timely basis is just as important in maintaining our competitive position as protecting our intellectual property .

Trade secret, trademark, copyright and patent protections are important but must be supported by other factors such as the expanding knowledge, ability and experience of our personnel, new product introductions and product enhancements.

Although we continue to implement protective measures and intend to vigorously defend our intellectual property rights, there can be no assurance that these measures will be successful.

Although we have and will continue to implement protective measures and intend to vigorously defend our intellectual property rights, there can be no assurance that these measures will be successful.

Environmental and Other Regulations

Our facilities and operations, in common with those of our industry in general, are subject to numerous domestic and international laws and regulations designed to protect the environment, particularly with regard to wastes and emissions.

We believe that we have complied with these requirements and that such compliance has not had a material

adverse effect on our results of operations, financial condition or cash flows.

We believe that we have complied with these requirements and that such compliance has not had a material adverse effect on our results of operations, financial condition or cash flows.

Based upon currently available information, we do not expect expenditures to protect the environment and to comply with current environmental laws and regulations over the next several years to have a material impact on our competitive or financial position but can give no assurance that such expenditures will not exceed current expectations.

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Executive Officers of the Registrant

The name, age, position held with us, and principal occupation and employment during at least the past 5 years for each of our executive officers as of August 25, 2021, are as follows:

The name, age, position held with us, and principal occupation and employment during at least the past 5 years for each of our executive officers as of September 14, 2022, are as follows:

Name and Age Position Currently Held and Past Business Experience

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Smith held various executive leadership positions at Fortune 100 and Fortune 500 companies, including Cooper Industries, Dover Knowles Electronics and Honeywell Specialty Materials.

Smith also served on the board of Soleras Advanced Coatings from August 2015 to October 2018.

Smith also served on the board of Soleras Advanced Coatings from August 2015 to October 2018 and Adaptive 3D Technologies from December 2020 through its sale in May 2021.

He has both a Bachelor of Science degree in Material (Ceramics) Engineering and PhD in Material Science and Engineering from Rutgers University, and holds a Master of Business Administration degree from Arizona State University.

Eric Chang, 48 Mr.

Chang was appointed Senior Vice President and Chief Financial Officer in April 2020.

Chang joined Aviat Networks in February 2016 as our Vice President, Corporate Controller and Principal Accounting Officer.

Prior to joining Aviat Networks, from 2013 to 2016, Mr.

Chang was the Senior Director, Corporate Controller at Micrel, Incorporated.

From 2007 to 2013, he served as Senior Director, Assistant Controller and Business Unit Controller at Atmel Corporation.

From 2003 to 2007, he was at Ernst & Young LLP, most recent as Senior Audit Manager.

Chang is a Certified Public Accountant in California and holds a Bachelor of Science degree in Accounting and Computer Information Systems from Indiana University Kelley School of Business.

Gray, 53 As Chief Financial Officer (CFO), Mr.

Gray is responsible for worldwide finance, treasury, accounting, reporting, compliance and taxation.

Prior to joining Aviat, Mr.

Gray was Chief Financial Officer and Treasurer of Superior Essex, a $2.6 billion global manufacturer and distributor of communications and electrical equipment, and before that he served at Cooper Industries where he was CFO of an $800M revenue business focused on electrical, electronic and power management solutions.

He also held a variety of executive finance and accounting positions at Newell Brands, Philips Electronics, and Autoliv.

Gray holds a BS in Accounting from Penn State University, is a Certified Public Accountant (CPA) and Certified Management Accountant (CMA), and brings to Aviat significant CFO experience in complex multi-national businesses as well as a deep background in P&L leadership, cash flow management, and mergers and acquisitions.

Tucker, 54 As Senior Vice President Americas, Mr.

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He has a bachelor’s degree in electrical engineering from the University of Florida, is Six Sigma Certified and has pursued postgraduate studies/research in semiconductor physics at Georgia Tech.

Erin Boase, 43 As General Counsel, Ms.

Boase is responsible for all aspects of the Legal function.

Boase brings a depth of experience to the team in privacy, employment, compliance, real estate, M&A, as well as, copyright, trademark and other product, software, service and cloud-related legal matters.

Boase was previously at Lifesize, Inc.

where she served as Head of Legal and Corporate Secretary.

Prior to that she was the Senior Corporate Counsel at Cisco (formerly Duo Security, Inc.) where she managed the adoption of GDPR privacy compliance, development of company policies, copyright and trademark, technical compliance as well as other legal matters.

Earlier in her career she held legal positions of progressive responsibility with Dell’s Computer and Security business and Thomson Reuters.

Erin holds a Juris Doctorate, Technology and Communications and graduated Cum Laude from Thomas Jefferson School of Law and a Bachelor of Arts from Midwestern State University.

Croke, 50 As Vice President of Marketing, Mr.

Croke is responsible for Aviat’s global marketing which includes corporate and strategic marketing functions and product line management.

Croke charts Aviat’s global product and marketing strategy and ensures successful company-wide implementation.

His team's primary focus is on achieving business growth through the definition and launch of new solutions that drive customer economic value.

Croke has over 25 years of leadership experience in the data and mobile communications sectors and he is highly skilled at delivering creative and compelling value propositions with demand generation programs that produce business results.

Gary has a bachelor’s degree in electrical engineering from Memorial University of Newfoundland and has pursued postgraduate studies/research in business administration at the University of Ottawa.

There is no family relationship between any of our executive officers or directors, and there are no arrangements or understandings between any of our executive officers or directors and any other person pursuant to which any of them was appointed or elected as an officer or director, other than arrangements or understandings with our directors.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business