##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

|                                    |                                                                                          
|----------------------------------- | -----------------------------------------------------------------------------------------
|[X]                                 | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
|                                    |                                                                                          
|For the quarter ended June 28, 2002
|                                    |                                                                                          
|OR                                 
|                                    |                                                                                          
|[   ]                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the
transition period from

to

|                                                                                                                                                                                   |  |                                                                                                                                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Commission File Number: 33-96858-01                                                                                                                                                |  | Commission File Number: 33-96858                                                                                                                                                   
|                                                                                                                                                                                   |  |                                                                                                                                                                                    
|COMMUNICATIONS & POWERINDUSTRIES HOLDINGCORPORATION                                                                                                                                |  | COMMUNICATIONS & POWERINDUSTRIES, INC.                                                                                                                                             
|                                                                                                                                                                                   |  |                                                                                                                                                                                    
|(Exact name of registrant as specified in its charter)                                                                                                                             |  | (Exact name of registrant as specified in its charter)                                                                                                                             
|                                                                                                                                                                                   |  |                                                                                                                                                                                    
|Delaware(State of Incorporation)                                                                                                                                                   |  | Delaware(State of Incorporation)                                                                                                                                                   
|                                                                                                                                                                                   |  |                                                                                                                                                                                    
|77-0407395(I.R.S. employer identification number)                                                                                                                                  |  | 77-0405693(I.R.S. employer identification number)                                                                                                                                  
|                                                                                                                                                                                   |  |                                                                                                                                                                                    
|811 Hansen WayPalo Alto, California 94303-1110(650) 846-2900
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices) |  | 811 Hansen WayPalo Alto, California 94303-1110
(650) 846-2900
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
|                                                                                                                                                                                   |  |                                                                                                                                                                                    
|Securities registered pursuant to Section 12(b) of the Act:                                                                                                                        |  | Securities registered pursuant to Section 12(b) of the Act:                                                                                                                        
|None                                                                                                                                                                               |  | None                                                                                                                                                                               
|                                                                                                                                                                                   |  |                                                                                                                                                                                    
|Securities registered pursuant to Section 12(g) of the Act:                                                                                                                        |  | Securities registered pursuant to Section 12(g) of the Act:                                                                                                                        
|None                                                                                                                                                                               |  | None                                                                                                                                                                               

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding for each of the Registrants classes
of Common Stock, as of the latest practicable date: Communications & Power
Industries Holding Corporation: 4,908,172 shares of Common Stock, $.01 par
value, at July 31, 2002. Communications & Power Industries, Inc.: 1 share of
Common Stock, $.01 par value, at July 31, 2002.





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TABLE OF CONTENTS



|                                                                                      |  |                                                                                                               |  |  |  |  |  | 
|------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION                                
|                                                                                      |  | Consolidated Condensed Balance Sheets, June 28, 2002 and September 28, 2001                                  
|                                                                                      |  | Consolidated Condensed Statements of Operations for the 13-week periods ended June 28, 2002 and June 29, 2001
|                                                                                      |  | Consolidated Condensed Statements of Operations for the 39-week periods ended June 28, 2002 and June 29, 2001
|                                                                                      |  | Consolidated Condensed Statements of Cash Flows for the 39-week periods June 28, 2002 and June 29, 2001      
|COMMUNICATIONS & POWER INDUSTRIES, INC.                                              
|                                                                                      |  | Consolidated Condensed Balance Sheets, June 28, 2002 and September 28, 2001                                  
|                                                                                      |  | Consolidated Condensed Statements of Operations for the 13-week periods ended June 28, 2002 and June 29, 2001
|                                                                                      |  | Consolidated Condensed Statements of Operations for the 39-week periods ended June 28, 2002 and June 29, 2001
|                                                                                      |  | Consolidated Condensed Statements of Cash Flows for the 39-week periods June 28, 2002 and June 29, 2001      
|                                                                                      |  | Notes to Consolidated Condensed Financial Statements                                                         
|MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|PART II: OTHER INFORMATION                                                           
|SIGNATURES                                                                           
|EXHIBIT 10.11.1                                                                      
|EXHIBIT 10.12.1                                                                      
|EXHIBIT 10.13.1                                                                      
|EXHIBIT 10.14.1                                                                      
|EXHIBIT 99.1                                                                         
|EXHIBIT 99.2                                                                         
|EXHIBIT 99.3                                                                         
|EXHIBIT 99.4                                                                         



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##### Table of Contents



COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

|                                                                                              |                                                       |                                                                                                               |    |  |    | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | -- |  | -- | 
|PART I: FINANCIAL INFORMATION                                                                 |                                                       |                                                                                                               |    | 
|ITEM 1: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                           |                                                       |                                                                                                               |    | 
|                                                                                              | COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION |                                                                                                               |    |  |   
|                                                                                              |                                                       | Consolidated Condensed Balance Sheets, June 28, 2002 and September 28, 2001                                   |    |  | 2  | 
|                                                                                              |                                                       | Consolidated Condensed Statements of Operations for the 13-week periods ended June 28, 2002
and June 29, 2001 |    |  | 3  | 
|                                                                                              |                                                       | Consolidated Condensed Statements of Operations for the 39-week periods ended June 28, 2002
and June 29, 2001 |    |  | 4  | 
|                                                                                              |                                                       | Consolidated Condensed Statements of Cash Flows for the 39-week periods June 28, 2002
and June 29, 2001       |    |  | 5  | 
|                                                                                              |                                                       | Notes to Consolidated Condensed Financial Statements                                                          |    |  | 10 | 
|                                                                                              | COMMUNICATIONS & POWER INDUSTRIES, INC.               |                                                                                                               |    |  |   
|                                                                                              |                                                       | Consolidated Condensed Balance Sheets, June 28, 2002 and September 28, 2001                                   |    |  | 6  | 
|                                                                                              |                                                       | Consolidated Condensed Statements of Operations for the 13-week periods ended June 28, 2002
and June 29, 2001 |    |  | 7  | 
|                                                                                              |                                                       | Consolidated Condensed Statements of Operations for the 39-week periods ended June 28, 2002
and June 29, 2001 |    |  | 8  | 
|                                                                                              |                                                       | Consolidated Condensed Statements of Cash Flows for the 39-week periods June 28, 2002 and
June 29, 2001       |    |  | 9  | 
|                                                                                              |                                                       | Notes to Consolidated Condensed Financial Statements                                                          |    |  | 10 | 
|ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS |                                                       |                                                                                                               | 13 | 
|PART II: OTHER INFORMATION                                                                    |                                                       |                                                                                                               | 21 | 
|SIGNATURES                                                                                    |                                                       |                                                                                                               | 22 | 

-1-



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##### Table of Contents









COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands-unaudited)

|                                                             |                                   |   |          |         |               |   |         |         |  
|------------------------------------------------------------ | --------------------------------- | - | -------- | ------- | ------------- | - | ------- | ------- | -
|                                                             |                                   |   | June 28, |         | September 28,
|                                                             |                                   |   | 2002     |         | 2001         
|                                                             |                                   |   |          |         |              
|ASSETS                                                       |                                   |   |          |         |               |   |         |        
|Current Assets                                               |                                   |   |          |         |               |   |         |        
|                                                             | Cash and cash equivalents         |   | $        | 2,459   |               |   | $       | 2,903   |  
|                                                             | Accounts receivable, net          |   |          | 36,686  |               |   |         | 46,738  |  
|                                                             | Inventories                       |   |          | 43,959  |               |   |         | 57,678  |  
|                                                             | Deferred taxes                    |   |          | 876     |               |   |         | 3,500   |  
|                                                             | Other current assets              |   |          | 2,192   |               |   |         | 2,241   |  
|                                                             |                                   |   |          |         |               |   |         |        
|Total current assets                                         |                                   |   | 86,172   |         |               |   | 113,060 |        
|Property, plant, and equipment, net                          |                                   |   | 57,267   |         |               |   | 62,698  |        
|Goodwill and other intangibles, net                          |                                   |   | 23,132   |         |               |   | 23,452  |        
|Debt issue costs, net                                        |                                   |   | 3,649    |         |               |   | 4,857   |        
|                                                             |                                   |   |          |         |               |   |         |        
|Total assets                                                 |                                   | $ | 170,220  |         |               | $ | 204,067 |        
|                                                             |                                   |   |          |         |               |   |         |        
|LIABILITIES, PREFERRED STOCK ANDSTOCKHOLDERS DEFICIT        |                                   |   |          |         |               |   |         |        
|Current Liabilities                                          |                                   |   |          |         |               |   |         |        
|                                                             | Revolving credit facility         |   | $        | 7,685   |               |   | $       | 21,293  |  
|                                                             | Current portion of capital leases |   |          | 151     |               |   |         | 919     |  
|                                                             | Mortgage financing                |   |          | 17,750  |               |   |         | 18,000  |  
|                                                             | Senior term loan                  |   |          |        |               |   |         | 20,000  |  
|                                                             | Accounts payable                  |   |          | 13,274  |               |   |         | 14,729  |  
|                                                             | Accrued expenses                  |   |          | 20,778  |               |   |         | 17,859  |  
|                                                             | Product warranty                  |   |          | 4,467   |               |   |         | 4,225   |  
|                                                             | Income taxes payable              |   |          | 3,034   |               |   |         | 407     |  
|                                                             | Accrued dividends payable         |   |          | 8,183   |               |   |         | 4,387   |  
|                                                             | Advance payments from customers   |   |          | 9,567   |               |   |         | 9,193   |  
|                                                             |                                   |   |          |         |               |   |         |        
|Total current liabilities                                    |                                   |   | 84,889   |         |               |   | 111,012 |        
|Senior subordinated notes                                    |                                   |   | 100,000  |         |               |   | 100,000 |        
|Obligations under capital leases                             |                                   |   |         |         |               |   | 90      |        
|                                                             |                                   |   |          |         |               |   |         |        
|Total liabilities                                            |                                   |   | 184,889  |         |               |   | 211,102 |        
|                                                             |                                   |   |          |         |               |   |         |        
|Senior Redeemable Preferred Stock of Subsidiary              |                                   |   | 28,640   |         |               |   | 28,479  |        
|                                                             |                                   |   |          |         |               |   |         |        
|Junior Preferred Stock of Subsidiary                         |                                   |   | 24,567   |         |               |   | 22,094  |        
|                                                             |                                   |   |          |         |               |   |         |        
|Commitments and contingencies                                |                                   |   |          |         |               |   |         |        
|Stockholders Deficit                                        |                                   |   |          |         |               |   |         |        
|                                                             | Common stock                      |   |          | 49      |               |   |         | 49      |  
|                                                             | Additional paid-in capital        |   |          | 19,111  |               |   |         | 19,111  |  
|                                                             | Accumulated deficit               |   |          | (85,823 | )             |   |         | (75,587 | )
|                                                             | Stockholder loans                 |   |          | (1,213  | )             |   |         | (1,181  | )
|                                                             |                                   |   |          |         |               |   |         |        
|Net stockholders deficit                                    |                                   |   | (67,876  | )       |               |   | (57,608 | )      
|                                                             |                                   |   |          |         |               |   |         |        
|Total liabilities, preferred stock and
stockholders deficit |                                   | $ | 170,220  |         |               | $ | 204,067 |        
|                                                             |                                   |   |          |         |               |   |         |        

See accompanying notes to the unaudited consolidated condensed financial statements.

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##### Table of Contents






COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
(in thousands  unaudited)

|                                      |                                    |                                   |                            |        |              |       |              |        |       |       | 
|------------------------------------- | ---------------------------------- | --------------------------------- | -------------------------- | ------ | ------------ | ----- | ------------ | ------ | ----- | ----- | 
|                                      |                                    |                                   |                            |        | 13-Week      |       | 13-Week     
|                                      |                                    |                                   |                            |        | period ended |       | period ended
|                                      |                                    |                                   |                            |        | June 28,     |       | June 29,    
|                                      |                                    |                                   |                            |        | 2002         |       | 2001        
|                                      |                                    |                                   |                            |        |              |       |             
|                                      | Sales                              |                                   | $                          | 64,792 |              |       | $            | 72,724 |      
|                                      | Cost of sales                      |                                   |                            | 48,128 |              |       |              | 57,071 |      
|                                      |                                    |                                   |                            |        |              |       |              |       
|                                      | Gross profit                       |                                   |                            | 16,664 |              |       |              | 15,653 |      
|                                      |                                    |                                   |                            |        |              |       |              |       
|                                      | Operating costs and expenses:      |                                   |                            |        |              |       |              |        |      
|                                      |                                    |                                   | Research and development   |        |              | 1,584 |              |        |       | 1,466 | 
|                                      |                                    |                                   | Selling and marketing      |        |              | 4,097 |              |        |       | 4,648 | 
|                                      |                                    |                                   | General and administrative |        |              | 4,807 |              |        |       | 5,954 | 
|                                      |                                    |                                   |                            |        |              |       |              |       
|                                      | Total operating costs and expenses |                                   |                            | 10,488 |              |       |              | 12,068 |      
|                                      |                                    |                                   |                            |        |              |       |              |       
|                                      | Operating income                   |                                   |                            | 6,176  |              |       |              | 3,585  |      
|                                      | Interest expense                   |                                   |                            | (4,228 | )            |       |              | (5,208 | )    
|                                      |                                    |                                   |                            |        |              |       |              |       
|                                      | Income (loss) before taxes         |                                   |                            | 1,948  |              |       |              | (1,623 | )    
|                                      | Income tax expense                 |                                   |                            | 2,987  |              |       |              | 250    |      
|                                      |                                    |                                   |                            |        |              |       |              |       
|                                      | Net loss                           |                                   |                            | (1,039 | )            |       |              | (1,873 | )    
|Preferred dividends:                  |                                    |                                   |                            |        |              |       |              |       
|                                      |                                    | Senior redeemable preferred stock |                            |        | 1,310        |       |              |        | 1,115 |      
|                                      |                                    | Junior preferred stock            |                            |        | 853          |       |              |        | 743   |      
|                                      |                                    |                                   |                            |        |              |       |              |       
|Net loss attributable to common stock |                                    | $                                 | (3,202                     | )      |              | $     | (3,731       | )     
|                                      |                                    |                                   |                            |        |              |       |              |       

See accompanying notes to the unaudited consolidated condensed financial statements.

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##### Table of Contents






COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
(in thousands  unaudited)

|                                      |                                               |                                   |                            |         |              |        |              |         |       |        | 
|------------------------------------- | --------------------------------------------- | --------------------------------- | -------------------------- | ------- | ------------ | ------ | ------------ | ------- | ----- | ------ | 
|                                      |                                               |                                   |                            |         | 39-Week      |        | 39-Week     
|                                      |                                               |                                   |                            |         | period ended |        | period ended
|                                      |                                               |                                   |                            |         | June 28,     |        | June 29,    
|                                      |                                               |                                   |                            |         | 2002         |        | 2001        
|                                      |                                               |                                   |                            |         |              |        |             
|                                      | Sales                                         |                                   | $                          | 191,632 |              |        | $            | 199,670 |      
|                                      | Cost of sales                                 |                                   |                            | 147,863 |              |        |              | 158,596 |      
|                                      |                                               |                                   |                            |         |              |        |              |        
|                                      | Gross profit                                  |                                   |                            | 43,769  |              |        |              | 41,074  |      
|                                      |                                               |                                   |                            |         |              |        |              |        
|                                      | Operating costs and expenses:                 |                                   |                            |         |              |        |              |         |      
|                                      |                                               |                                   | Research and development   |         |              | 4,356  |              |         |       | 4,395  | 
|                                      |                                               |                                   | Selling and marketing      |         |              | 11,682 |              |         |       | 12,975 | 
|                                      |                                               |                                   | General and administrative |         |              | 13,950 |              |         |       | 16,216 | 
|                                      |                                               |                                   |                            |         |              |        |              |        
|                                      | Total operating costs and expenses            |                                   |                            | 29,988  |              |        |              | 33,586  |      
|                                      |                                               |                                   |                            |         |              |        |              |        
|                                      | Operating income                              |                                   |                            | 13,781  |              |        |              | 7,488   |      
|                                      | Gain on sale of property, plant and equipment |                                   |                            |        |              |        |              | 887     |      
|                                      | Interest expense                              |                                   |                            | (12,767 | )            |        |              | (15,739 | )    
|                                      |                                               |                                   |                            |         |              |        |              |        
|                                      | Income (loss) before taxes                    |                                   |                            | 1,014   |              |        |              | (7,364  | )    
|                                      | Income tax expense                            |                                   |                            | 4,820   |              |        |              | 750     |      
|                                      |                                               |                                   |                            |         |              |        |              |        
|                                      | Net loss                                      |                                   |                            | (3,806  | )            |        |              | (8,114  | )    
|Preferred dividends:                  |                                               |                                   |                            |         |              |        |              |        
|                                      |                                               | Senior redeemable preferred stock |                            |         | 3,796        |        |              |         | 3,233 |       
|                                      |                                               | Junior preferred stock            |                            |         | 2,473        |        |              |         | 2,155 |       
|                                      |                                               |                                   |                            |         |              |        |              |        
|Net loss attributable to common stock |                                               | $                                 | (10,075                    | )       |              | $      | (13,502      | )      
|                                      |                                               |                                   |                            |         |              |        |              |        

See accompanying notes to the unaudited consolidated condensed financial statements.

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##### Table of Contents






COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

CONSOLIDATED CONDENSED
STATEMENTS OF CASH FLOWS
(in thousands  unaudited)

|                                                 |                                                         |   |              |         |              |   |        |         |  
|------------------------------------------------ | ------------------------------------------------------- | - | ------------ | ------- | ------------ | - | ------ | ------- | -
|                                                 |                                                         |   | 39-Week      |         | 39-Week     
|                                                 |                                                         |   | period ended |         | period ended
|                                                 |                                                         |   | June 28,     |         | June 29,    
|                                                 |                                                         |   | 2002         |         | 2001        
|                                                 |                                                         |   |              |         |             
|OPERATING ACTIVITIES                             |                                                         |   |              |         |              |   |        |        
|                                                 | Net cash provided by (used in) operating activities     |   | $            | 36,517  |              |   | $      | (3,984  | )
|                                                 |                                                         |   |              |         |              |   |        |        
|INVESTING ACTIVITIES                             |                                                         |   |              |         |              |   |        |        
|                                                 | Proceeds from sale of property, plant and equipment     |   |              |        |              |   |        | 1,922   |  
|                                                 | Purchase of property, plant and equipment               |   |              | (2,144  | )            |   |        | (3,784  | )
|                                                 |                                                         |   |              |         |              |   |        |        
|                                                 | Net cash used in investing activities                   |   |              | (2,144  | )            |   |        | (1,862  | )
|                                                 |                                                         |   |              |         |              |   |        |        
|FINANCING ACTIVITIES                             |                                                         |   |              |         |              |   |        |        
|                                                 | Repayments on capital leases                            |   |              | (858    | )            |   |        | (595    | )
|                                                 | Payment of debt issue costs                             |   |              | (101    | )            |   |        | (2,368  | )
|                                                 | Repayment of terminated revolving credit facility       |   |              |        |              |   |        | (40,000 | )
|                                                 | Net (repayment) proceeds from revolving credit facility |   |              | (13,608 | )            |   |        | 25,580  |  
|                                                 | Repayments on terminated senior term loans              |   |              |        |              |   |        | (16,049 | )
|                                                 | (Repayment) proceeds from senior term loan              |   |              | (20,000 | )            |   |        | 20,000  |  
|                                                 | (Repayment) proceeds from mortgage financing            |   |              | (250    | )            |   |        | 18,000  |  
|                                                 |                                                         |   |              |         |              |   |        |        
|                                                 | Net cash (used in) provided by financing activities     |   |              | (34,817 | )            |   |        | 4,568   |  
|                                                 |                                                         |   |              |         |              |   |        |        
|NET DECREASE IN CASH AND CASH EQUIVALENTS        |                                                         |   | (444         | )       |              |   | (1,278 | )      
|Cash and cash equivalents at beginning of period |                                                         |   | 2,903        |         |              |   | 4,766  |        
|                                                 |                                                         |   |              |         |              |   |        |        
|Cash and cash equivalents at end of period       |                                                         | $ | 2,459        |         |              | $ | 3,488  |        
|                                                 |                                                         |   |              |         |              |   |        |        

See accompanying notes to the unaudited consolidated condensed financial statements.

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##### Table of Contents









COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands-unaudited)

|                                                                               |                                   |   |          |         |               |   |         |         |  
|------------------------------------------------------------------------------ | --------------------------------- | - | -------- | ------- | ------------- | - | ------- | ------- | -
|                                                                               |                                   |   | June 28, |         | September 28,
|                                                                               |                                   |   | 2002     |         | 2001         
|                                                                               |                                   |   |          |         |              
|ASSETS                                                                         |                                   |   |          |         |               |   |         |        
|Current Assets                                                                 |                                   |   |          |         |               |   |         |        
|                                                                               | Cash and cash equivalents         |   | $        | 2,459   |               |   | $       | 2,903   |  
|                                                                               | Accounts receivable, net          |   |          | 36,686  |               |   |         | 46,738  |  
|                                                                               | Inventories                       |   |          | 43,959  |               |   |         | 57,678  |  
|                                                                               | Deferred taxes                    |   |          | 876     |               |   |         | 3,500   |  
|                                                                               | Other current assets              |   |          | 2,192   |               |   |         | 2,241   |  
|                                                                               |                                   |   |          |         |               |   |         |        
|Total current assets                                                           |                                   |   | 86,172   |         |               |   | 113,060 |        
|Property, plant, and equipment, net                                            |                                   |   | 43,725   |         |               |   | 48,672  |        
|Goodwill and other intangibles, net                                            |                                   |   | 23,132   |         |               |   | 23,452  |        
|Debt issue costs, net                                                          |                                   |   | 3,558    |         |               |   | 4,715   |        
|Note receivable from parent                                                    |                                   |   | 5,750    |         |               |   | 5,750   |        
|                                                                               |                                   |   |          |         |               |   |         |        
|Total assets                                                                   |                                   | $ | 162,337  |         |               | $ | 195,649 |        
|                                                                               |                                   |   |          |         |               |   |         |        
|LIABILITIES, REDEEMABLE
PREFERRED STOCK AND DEFICIT                            |                                   |   |          |         |               |   |         |        
|Current Liabilities                                                            |                                   |   |          |         |               |   |         |        
|                                                                               | Revolving credit facility         |   | $        | 7,685   |               |   | $       | 21,293  |  
|                                                                               | Current portion of capital leases |   |          | 151     |               |   |         | 919     |  
|                                                                               | Senior term loan                  |   |          |        |               |   |         | 20,000  |  
|                                                                               | Accounts payable                  |   |          | 13,274  |               |   |         | 15,175  |  
|                                                                               | Accrued expenses                  |   |          | 21,690  |               |   |         | 18,196  |  
|                                                                               | Product warranty                  |   |          | 4,467   |               |   |         | 4,225   |  
|                                                                               | Income taxes payable              |   |          | 3,197   |               |   |         | 407     |  
|                                                                               | Accrued dividends payable         |   |          | 8,183   |               |   |         | 4,387   |  
|                                                                               | Advance payments from customers   |   |          | 9,567   |               |   |         | 9,193   |  
|                                                                               |                                   |   |          |         |               |   |         |        
|Total current liabilities                                                      |                                   |   | 68,214   |         |               |   | 93,795  |        
|Senior subordinated notes                                                      |                                   |   | 100,000  |         |               |   | 100,000 |        
|Deferred income on sale-leaseback                                              |                                   |   | 7,417    |         |               |   | 7,735   |        
|Obligations under capital leases                                               |                                   |   |         |         |               |   | 90      |        
|                                                                               |                                   |   |          |         |               |   |         |        
|Total liabilities                                                              |                                   |   | 175,631  |         |               |   | 201,620 |        
|                                                                               |                                   |   |          |         |               |   |         |        
|Senior Redeemable Preferred Stock                                              |                                   |   | 28,640   |         |               |   | 28,479  |        
|                                                                               |                                   |   |          |         |               |   |         |        
|Commitments and contingencies                                                  |                                   |   |          |         |               |   |         |        
|Stockholders Deficit:                                                         |                                   |   |          |         |               |   |         |        
|                                                                               | Junior preferred stock            |   |          | 2       |               |   |         | 2       |  
|                                                                               | Common stock                      |   |          |        |               |   |         |        |  
|                                                                               | Additional paid-in capital        |   |          | 43,724  |               |   |         | 41,252  |  
|                                                                               | Accumulated deficit               |   |          | (84,447 | )             |   |         | (74,523 | )
|                                                                               | Stockholder loans                 |   |          | (1,213  | )             |   |         | (1,181  | )
|                                                                               |                                   |   |          |         |               |   |         |        
|Net stockholders deficit                                                      |                                   |   | (41,934  | )       |               |   | (34,450 | )      
|                                                                               |                                   |   |          |         |               |   |         |        
|Total liabilities, senior redeemable
preferred stock and stockholders deficit |                                   | $ | 162,337  |         |               | $ | 195,649 |        
|                                                                               |                                   |   |          |         |               |   |         |        

See accompanying notes to the unaudited consolidated condensed financial statements.

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COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
(in thousands  unaudited)

|                                      |                                    |                                   |                            |        |              |       |              |        |       |       | 
|------------------------------------- | ---------------------------------- | --------------------------------- | -------------------------- | ------ | ------------ | ----- | ------------ | ------ | ----- | ----- | 
|                                      |                                    |                                   |                            |        | 13-Week      |       | 13-Week     
|                                      |                                    |                                   |                            |        | period ended |       | period ended
|                                      |                                    |                                   |                            |        | June 28,     |       | June 29,    
|                                      |                                    |                                   |                            |        | 2002         |       | 2001        
|                                      |                                    |                                   |                            |        |              |       |             
|                                      | Sales                              |                                   | $                          | 64,792 |              |       | $            | 72,724 |      
|                                      | Cost of sales                      |                                   |                            | 48,128 |              |       |              | 57,071 |      
|                                      |                                    |                                   |                            |        |              |       |              |       
|                                      | Gross profit                       |                                   |                            | 16,664 |              |       |              | 15,653 |      
|                                      |                                    |                                   |                            |        |              |       |              |       
|                                      | Operating costs and expenses:      |                                   |                            |        |              |       |              |        |      
|                                      |                                    |                                   | Research and development   |        |              | 1,584 |              |        |       | 1,466 | 
|                                      |                                    |                                   | Selling and marketing      |        |              | 4,097 |              |        |       | 4,648 | 
|                                      |                                    |                                   | General and administrative |        |              | 5,154 |              |        |       | 6,359 | 
|                                      |                                    |                                   |                            |        |              |       |              |       
|                                      | Total operating costs and expenses |                                   |                            | 10,835 |              |       |              | 12,473 |      
|                                      |                                    |                                   |                            |        |              |       |              |       
|                                      | Operating income                   |                                   |                            | 5,829  |              |       |              | 3,180  |      
|                                      | Interest expense                   |                                   |                            | (3,731 | )            |       |              | (4,530 | )    
|                                      |                                    |                                   |                            |        |              |       |              |       
|                                      | Income (loss) before taxes         |                                   |                            | 2,098  |              |       |              | (1,350 | )    
|                                      | Income tax expense                 |                                   |                            | 3,150  |              |       |              | 250    |      
|                                      |                                    |                                   |                            |        |              |       |              |       
|                                      | Net loss                           |                                   |                            | (1,052 | )            |       |              | (1,600 | )    
|Preferred dividends:                  |                                    |                                   |                            |        |              |       |              |       
|                                      |                                    | Senior redeemable preferred stock |                            |        | 1,310        |       |              |        | 1,115 |      
|                                      |                                    | Junior preferred stock            |                            |        | 853          |       |              |        | 743   |      
|                                      |                                    |                                   |                            |        |              |       |              |       
|Net loss attributable to common stock |                                    | $                                 | (3,215                     | )      |              | $     | (3,458       | )     
|                                      |                                    |                                   |                            |        |              |       |              |       

See accompanying notes to the unaudited consolidated condensed financial statements.

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COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
(in thousands  unaudited)

|                                      |                                               |                                   |                            |         |              |        |              |         |       |        | 
|------------------------------------- | --------------------------------------------- | --------------------------------- | -------------------------- | ------- | ------------ | ------ | ------------ | ------- | ----- | ------ | 
|                                      |                                               |                                   |                            |         | 39-Week      |        | 39-Week     
|                                      |                                               |                                   |                            |         | period ended |        | period ended
|                                      |                                               |                                   |                            |         | June 28,     |        | June 29,    
|                                      |                                               |                                   |                            |         | 2002         |        | 2001        
|                                      |                                               |                                   |                            |         |              |        |             
|                                      | Sales                                         |                                   | $                          | 191,632 |              |        | $            | 199,670 |      
|                                      | Cost of sales                                 |                                   |                            | 147,863 |              |        |              | 158,596 |      
|                                      |                                               |                                   |                            |         |              |        |              |        
|                                      | Gross profit                                  |                                   |                            | 43,769  |              |        |              | 41,074  |      
|                                      |                                               |                                   |                            |         |              |        |              |        
|                                      | Operating costs and expenses:                 |                                   |                            |         |              |        |              |         |      
|                                      |                                               |                                   | Research and development   |         |              | 4,356  |              |         |       | 4,395  | 
|                                      |                                               |                                   | Selling and marketing      |         |              | 11,682 |              |         |       | 12,975 | 
|                                      |                                               |                                   | General and administrative |         |              | 14,985 |              |         |       | 16,896 | 
|                                      |                                               |                                   |                            |         |              |        |              |        
|                                      | Total operating costs and expenses            |                                   |                            | 31,023  |              |        |              | 34,266  |      
|                                      |                                               |                                   |                            |         |              |        |              |        
|                                      | Operating income                              |                                   |                            | 12,746  |              |        |              | 6,808   |      
|                                      | Gain on sale of property, plant and equipment |                                   |                            |        |              |        |              | 887     |      
|                                      | Interest expense                              |                                   |                            | (11,257 | )            |        |              | (14,253 | )    
|                                      |                                               |                                   |                            |         |              |        |              |        
|                                      | Income (loss) before taxes                    |                                   |                            | 1,489   |              |        |              | (6,558  | )    
|                                      | Income tax expense                            |                                   |                            | 4,983   |              |        |              | 750     |      
|                                      |                                               |                                   |                            |         |              |        |              |        
|                                      | Net loss                                      |                                   |                            | (3,494  | )            |        |              | (7,308  | )    
|Preferred dividends:                  |                                               |                                   |                            |         |              |        |              |        
|                                      |                                               | Senior redeemable preferred stock |                            |         | 3,796        |        |              |         | 3,233 |       
|                                      |                                               | Junior preferred stock            |                            |         | 2,473        |        |              |         | 2,155 |       
|                                      |                                               |                                   |                            |         |              |        |              |        
|Net loss attributable to common stock |                                               | $                                 | (9,763                     | )       |              | $      | (12,696      | )      
|                                      |                                               |                                   |                            |         |              |        |              |        

See accompanying notes to the unaudited consolidated condensed financial statements.

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COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

CONSOLIDATED CONDENSED
STATEMENTS OF CASH FLOWS
(in thousands  unaudited)

|                                                 |                                                          |   |              |         |              |   |        |         |  
|------------------------------------------------ | -------------------------------------------------------- | - | ------------ | ------- | ------------ | - | ------ | ------- | -
|                                                 |                                                          |   | 39-Week      |         | 39-Week     
|                                                 |                                                          |   | period ended |         | period ended
|                                                 |                                                          |   | June 28,     |         | June 29,    
|                                                 |                                                          |   | 2002         |         | 2001        
|                                                 |                                                          |   |              |         |             
|OPERATING ACTIVITIES                             |                                                          |   |              |         |              |   |        |        
|                                                 | Net cash provided by (used in) operating activities      |   | $            | 36,166  |              |   | $      | (3,708  | )
|                                                 |                                                          |   |              |         |              |   |        |        
|INVESTING ACTIVITIES                             |                                                          |   |              |         |              |   |        |        
|                                                 | Proceeds from sale of property to parent                 |   |              |        |              |   |        | 17,250  |  
|                                                 | Proceeds from sale of property, plant and equipment      |   |              |         |              |   |        | 1,922   |  
|                                                 | Purchase of property, plant and equipment                |   |              | (2,144  | )            |   |        | (3,784  | )
|                                                 |                                                          |   |              |         |              |   |        |        
|                                                 | Net cash (used in) provided by investing activities      |   |              | (2,144  | )            |   |        | 15,388  |  
|                                                 |                                                          |   |              |         |              |   |        |        
|FINANCING ACTIVITIES                             |                                                          |   |              |         |              |   |        |        
|                                                 | Repayments on capital leases                             |   |              | (858    | )            |   |        | (595    | )
|                                                 | Payment of debt issue costs                              |   |              |        |              |   |        | (1,894  | )
|                                                 | Repayments of terminated revolving credit facility       |   |              |        |              |   |        | (40,000 | )
|                                                 | Net (repayments) proceeds from revolving credit facility |   |              | (13,608 | )            |   |        | 25,580  |  
|                                                 | Repayments of terminated senior term loans               |   |              |        |              |   |        | (16,049 | )
|                                                 | (Repayments) proceeds from senior term loan              |   |              | (20,000 | )            |   |        | 20,000  |  
|                                                 |                                                          |   |              |         |              |   |        |        
|                                                 | Net cash used by financing activities                    |   |              | (34,466 | )            |   |        | (12,958 | )
|                                                 |                                                          |   |              |         |              |   |        |        
|NET DECREASE IN CASH AND CASH EQUIVALENTS        |                                                          |   | (444         | )       |              |   | (1,278 | )      
|Cash and cash equivalents at beginning of period |                                                          |   | 2,903        |         |              |   | 4,766  |        
|                                                 |                                                          |   |              |         |              |   |        |        
|Cash and cash equivalents at end of period       |                                                          | $ | 2,459        |         |              | $ | 3,488  |        
|                                                 |                                                          |   |              |         |              |   |        |        

See accompanying notes to the unaudited consolidated condensed financial statements.

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COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

NOTES TO CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
(unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated condensed financial statements of
Communications & Power Industries Holding Corporation (Holding) and
Communications & Power Industries, Inc. (CPI, both companies together
referred to as the Company) have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in annual financial statements have been
condensed or omitted and, accordingly, these financial statements should be
read in conjunction with the financial statements and the notes thereto
contained in the Companys September 28, 2001 Annual Report on Form 10-K.
Management believes that these unaudited interim condensed financial statements
contain all adjustments, all of which are of a normal recurring nature,
necessary to present fairly the financial position of the Company, and its
results of operations and cash flows for the interim period presented. The
results for the interim periods reported are not necessarily indicative of the
results for the complete fiscal year 2002.

2. Inventories

Inventories are stated at the lower of average cost or market (net realizable
value). The main components of inventories are as follows:

|                        |  |                |        |               |  |   |        | 
|----------------------- |  | -------------- | ------ | ------------- |  | - | ------ | 
|                        |  | June 28,       |        | September 28,
|                        |  | 2002           |        | 2001         
|                        |  |                |        |              
|                        |  | (In thousands)
|Raw materials and parts |  | $              | 32,339 |               |  | $ | 40,776 | 
|Work in process         |  |                | 8,004  |               |  |   | 14,874 | 
|Finished goods          |  |                | 3,616  |               |  |   | 2,028  | 
|                        |  |                |        |               |  |   |        | 
|Total inventories       |  | $              | 43,959 |               |  | $ | 57,678 | 
|                        |  |                |        |               |  |   |        | 

3. Supplemental Cash Flow Information

|                                                |  |                      |     |                      |  |          |      |          |  |   |     |  |  |   |      | 
|----------------------------------------------- |  | -------------------- | --- | -------------------- |  | -------- | ---- | -------- |  | - | --- |  |  | - | ---- | 
|                                                |  | Holding              |     | CPI                 
|                                                |  |                      |     |                     
|                                                |  | 39-Week Period Ended |     | 39-Week Period Ended
|                                                |  |                      |     |                     
|                                                |  | June 28,             |     | June 29,             |  | June 28, |      | June 29,
|                                                |  | 2002                 |     | 2001                 |  | 2002     |      | 2001    
|                                                |  |                      |     |                      |  |          |      |         
|                                                |  | (In millions)       
|Cash Payments                                   |  |                      |     |                      |  |          |      |          |  |   |     |  |  |   |      | 
|Interest payments                               |  | $                    | 9.0 |                      |  | $        | 11.6 |          |  | $ | 8.3 |  |  | $ | 10.9 | 
|Tax payments                                    |  | $                    | 0.7 |                      |  | $        | 0.6  |          |  | $ | 0.7 |  |  | $ | 0.6  | 
|Non-cash Financing                              |  |                      |     |                      |  |          |      |          |  |   |     |  |  |   |      | 
|Unpaid cash
dividends on senior
preferred stock |  | $                    | 8.2 |                      |  | $        | 3.2  |          |  | $ | 8.2 |  |  | $ | 3.2  | 

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COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

4. Segments and Related Information

The Company has two reportable segments: vacuum electronic devices (VEDs) and
satcom equipment. The CEO, identified as the Chief Operating Decision Maker,
evaluates performance and allocates resources based on the Companys principal
performance measure: earnings before income taxes, interest, depreciation and
amortization (EBITDA).

Summarized financial information concerning the Companys reportable segments
is shown in the following table. Included in the Other column is financial
information for the Companys Solid State Products Division, which did not meet
the quantitative thresholds, and certain unallocated corporate-level operating
expenses. Intersegment product transfers are recorded at cost.

|                                            |       |   |           |  |       |        |        |   |  |   |        |   |  |   |         | 
|------------------------------------------- | ----- | - | --------- |  | ----- | ------ | ------ | - |  | - | ------ | - |  | - | ------- | 
|                                            |       |   |           |  |       | Satcom |        |   |  |   |        |   |  |  
|(In thousands)                              | VEDs |   | Equipment |  | Other |        | Total 
|                                            |       |   |           |  |       |        |        |  
|For the 13-Week Period Ended
June 28, 2002: |       |   |           |  |       |        |        |   |  |   |        |   |  |   |         | 
|Revenues from external customers            |       | $ | 54,103    |  |       | $      | 10,015 |   |  | $ | 674    |   |  | $ | 64,792  | 
|Intersegment product transfers              |       |   | 3,531     |  |       |        |       |   |  |   | 229    |   |  |   | 3,760   | 
|EBITDA  Holding                            |       |   | 11,535    |  |       |        | 541    |   |  |   | (3,135 | ) |  |   | 8,941   | 
|EBITDA  CPI                                |       |   | 11,535    |  |       |        | 541    |   |  |   | (3,642 | ) |  |   | 8,434   | 
|For the 13-Week Period Ended
June 29, 2001: |       |   |           |  |       |        |        |   |  |   |        |   |  |   |         | 
|Revenues from external customers            |       | $ | 52,775    |  |       | $      | 17,124 |   |  | $ | 2,825  |   |  | $ | 72,724  | 
|Intersegment product transfers              |       |   | 6,196     |  |       |        |       |   |  |   | 480    |   |  |   | 6,676   | 
|EBITDA  Holding                            |       |   | 9,108     |  |       |        | (260   | ) |  |   | (1,929 | ) |  |   | 6,919   | 
|EBITDA  CPI                                |       |   | 9,108     |  |       |        | (260   | ) |  |   | (2,495 | ) |  |   | 6,353   | 
|For the 39-Week Period Ended
June 28, 2002: |       |   |           |  |       |        |        |   |  |   |        |   |  |   |         | 
|Revenues from external customers            |       | $ | 152,962   |  |       | $      | 36,920 |   |  | $ | 1,750  |   |  | $ | 191,632 | 
|Intersegment product transfers              |       |   | 8,400     |  |       |        |       |   |  |   | 855    |   |  |   | 9,255   | 
|EBITDA  Holding                            |       |   | 27,724    |  |       |        | 768    |   |  |   | (5,890 | ) |  |   | 22,602  | 
|EBITDA  CPI                                |       |   | 27,724    |  |       |        | 768    |   |  |   | (7,409 | ) |  |   | 21,083  | 
|For the 39-Week Period Ended
June 29, 2001: |       |   |           |  |       |        |        |   |  |   |        |   |  |   |         | 
|Revenues from external customers            |       | $ | 148,819   |  |       | $      | 44,191 |   |  | $ | 6,660  |   |  | $ | 199,670 | 
|Intersegment product transfers              |       |   | 14,936    |  |       |        |       |   |  |   | 1,178  |   |  |   | 16,114  | 
|EBITDA  Holding                            |       |   | 24,189    |  |       |        | (921   | ) |  |   | (4,897 | ) |  |   | 18,371  | 
|EBITDA  CPI                                |       |   | 24,189    |  |       |        | (921   | ) |  |   | (5,911 | ) |  |   | 17,357  | 

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COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

A reconciliation of EBITDA from reportable segments to Income (Loss) before
Taxes is as follows:

|                              |               |                      |               |                      |               |   |               |   |  |   |       |  |  |   |        |  
|----------------------------- | ------------- | -------------------- | ------------- | -------------------- | ------------- | - | ------------- | - |  | - | ----- |  |  | - | ------ | -
|                              |               | Holding              |               | CPI                 
|                              |               |                      |               |                     
|                              |               | 13-Week Period Ended |               | 13-Week Period Ended
|                              |               |                      |               |                     
|(In thousands)                | June 28, 2002 |                      | June 29, 2001 |                      | June 28, 2002 |   | June 29, 2001
|                              |               |                      |               |                      |               |   |               |  
|Segment EBITDA                |               | $                    | 8,941         |                      |               | $ | 6,919         |   |  | $ | 8,434 |  |  | $ | 6,353  |  
|Less:                         |               |                      |               |                      |               |   |               |   |  |   |       |  |  |   |        |  
|Depreciation and
amortization |               |                      | 2,765         |                      |               |   | 3,334         |   |  |   | 2,605 |  |  |   | 3,173  |  
|Interest expense              |               |                      | 4,228         |                      |               |   | 5,208         |   |  |   | 3,731 |  |  |   | 4,530  |  
|                              |               |                      |               |                      |               |   |               |   |  |   |       |  |  |   |        |  
|Income (loss) before taxes    |               | $                    | 1,948         |                      |               | $ | (1,623        | ) |  |   | 2,098 |  |  | $ | (1,350 | )
|                              |               |                      |               |                      |               |   |               |   |  |   |       |  |  |   |        |  

|                              |               |                      |               |                      |               |   |               |   |  |   |        |  |  |   |        |  
|----------------------------- | ------------- | -------------------- | ------------- | -------------------- | ------------- | - | ------------- | - |  | - | ------ |  |  | - | ------ | -
|                              |               | Holding              |               | CPI                 
|                              |               |                      |               |                     
|                              |               | 39-Week Period Ended |               | 39-Week Period Ended
|                              |               |                      |               |                     
|(In thousands)                | June 28, 2002 |                      | June 29, 2001 |                      | June 28, 2002 |   | June 29, 2001
|                              |               |                      |               |                      |               |   |               |  
|Segment EBITDA                |               | $                    | 22,602        |                      |               | $ | 18,371        |   |  | $ | 21,083 |  |  | $ | 17,357 |  
|Less:                         |               |                      |               |                      |               |   |               |   |  |   |        |  |  |   |        |  
|Depreciation and
amortization |               |                      | 8,821         |                      |               |   | 9,996         |   |  |   | 8,337  |  |  |   | 9,662  |  
|Interest expense              |               |                      | 12,767        |                      |               |   | 15,739        |   |  |   | 11,257 |  |  |   | 14,253 |  
|                              |               |                      |               |                      |               |   |               |   |  |   |        |  |  |   |        |  
|Income (loss) before taxes    |               | $                    | 1,014         |                      |               | $ | (7,364        | ) |  | $ | 1,489  |  |  | $ | (6,558 | )
|                              |               |                      |               |                      |               |   |               |   |  |   |        |  |  |   |        |  

Sales by geographic area to unaffiliated customers (based on the location of
customer) are as follows:

|                      |               |                      |               |                      |               |   |               |  |  |   |         |  |  |   |         | 
|--------------------- | ------------- | -------------------- | ------------- | -------------------- | ------------- | - | ------------- |  |  | - | ------- |  |  | - | ------- | 
|                      |               | 13-Week Period Ended |               | 39-Week Period Ended
|                      |               |                      |               |                     
|(In thousands)        | June 28, 2002 |                      | June 29, 2001 |                      | June 28, 2002 |   | June 29, 2001
|                      |               |                      |               |                      |               |   |               | 
|United States         |               | $                    | 42,289        |                      |               | $ | 46,318        |  |  | $ | 135,078 |  |  | $ | 134,989 | 
|All foreign countries |               |                      | 22,503        |                      |               |   | 26,406        |  |  |   | 56,554  |  |  |   | 64,681  | 
|                      |               |                      |               |                      |               |   |               |  |  |   |         |  |  |   |         | 
|Total Sales           |               | $                    | 64,792        |                      |               | $ | 72,724        |  |  | $ | 191,632 |  |  | $ | 199,670 | 
|                      |               |                      |               |                      |               |   |               |  |  |   |         |  |  |   |         | 

CPI has a single customer that accounts for 10% or more of consolidated sales.
Sales to this customer were $14.2 million and $11.2 million of the Companys
consolidated sales for the 13-week period ended June 28, 2002 and June 29,
2001, respectively. Sales to this customer were $34.4 million and $32.3
million of the Companys consolidated sales for the 39-week period ended June
28, 2002 and June 29, 2001, respectively. A substantial majority of these
sales were VED segment products, but this customer also purchased satcom
equipment products.

5. Mortgage Refinancing

On June 1, 2002, Holdings mortgage financing of $18.0M was refinanced. Under
the terms of the refinancing, the loan was extended until June 1, 2003 and the
Company agreed to pay two principal installments of $250,000 on June 1, 2002
and December 1, 2002. The mortgage bears interest at a rate of LIBOR plus
4.25%.

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##### Table of Contents



COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)




MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion reflects the condensed consolidated results of
Communications & Power Industries Holding Corporation, which are materially
consistent with those of CPI except as identified below and should be read in
conjunction with the condensed consolidated financial statements and notes
thereto:

CRITICAL ACCOUNTING POLICIES

Management is required to make judgements, assumptions and estimates in
preparing its financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States. The Companys
significant accounting policies are described in Note 2 to the Consolidated
Financial Statements in the Annual Report on Form 10-K for the fiscal year
ended September 28, 2001. The following critical accounting policies are those
policies that management believes can affect its financial statements
materially and involves subjective assumptions, judgements, or estimates.

Revenue is recognized on a sale to a customer when persuasive evidence of an
arrangement exists, delivery has occurred, the price is fixed or determinable,
and collectibility is reasonably assured. The Company monitors the
creditworthiness of its customers and does not record revenue on sales if
collection is not reasonably assured. The Companys products are generally
subject to warranties, and the Company provides for the estimated future costs
of repair, replacement or customer accommodation at the time of sale as an
additional cost of product.

Inventories are stated at the lower of average cost or market. The carrying
value of inventory is reduced for estimated obsolescence or unmarketable
inventory based upon assumptions about future demand and market conditions. If
actual demand were to be substantially lower than estimated, further
write-downs could be required. While these estimates require management to make
assumptions and judgements, management believes its understanding of the
markets and customers the Company serves as well as the mature nature of many
of the products the Company manufactures provides it with the ability to make
reliable estimates. Management also evaluates the carrying value of inventory
for lower of cost or market on an individual product or contract basis.
Analyses are performed based on the estimated costs at completion and if
necessary, a provision is recorded to properly reflect the product or contract
at the lower of cost or net realizable value (selling price less estimated cost
of disposal). If actual contract costs were to be substantially higher than
estimated, further provisions could be required.

The Company reviews long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of long-lived assets is measured by comparison of
its carrying amount to future net cash flows expected to be generated from the
operation and sale of long-lived assets. If such assets are considered to be
impaired, the Companys carrying value is reduced to its estimated fair value.
Adverse changes in the customers and markets served by the Company could result
in future impairments of long-lived assets.

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COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

Goodwill represents the excess of the purchase price over the fair value of the
net assets acquired. The Company assesses the recoverability of the carrying
amount of goodwill by determining whether the carrying amount of goodwill can
be recovered through undiscounted net cash flows of the acquired operation over
the remaining amortization period. If determined to be impaired, the carrying
amount is reduced to its estimated fair value which is based on an estimate of
discounted future net cash flows. Adverse changes in the industries served by
the Company, customer demand or other market conditions could result in future
impairments of goodwill.

RESULTS OF OPERATIONS

The Company serves the communications, radar, electronic countermeasures,
industrial, medical and scientific markets. In addition, the Company divides
the communications market into applications for ground-based satellite uplinks
for military and commercial uses (satcom) and broadcast sectors. The Company
defines and discusses its orders and sales trends by the end markets to more
clearly relate its business to outside investors. Internally, however, the
Company is organized into six operating units that are differentiated based on
products. Four of these operating units comprise the Companys vacuum
electronic device (VED) segment. The Company also has a satellite
communications equipment unit, which is a separate segment, and a solid state
products unit, which is not reported as a separate segment. Segment data for
VED and satcom equipment segments are included in Note 4 of the Notes to
Consolidated Condensed Financial Statements.

Orders during the third quarter of Fiscal 2002 were $55.2 million as compared
to $57.5 million for the third quarter of Fiscal 2001. This decrease of $2.3
million for the quarter primarily reflects continued weakness in the commercial
communications market (down $ 11.6 million) offset in part by fluctuations in
the timing of order receipts in other non-communication markets, particularly
radar, when compared to the third quarter of Fiscal 2001.

Orders for the first nine months of Fiscal 2002 of $191.9 million have declined
approximately $11.5 million or 5.7% from the $203.3 million in the same period
of Fiscal 2001. The decrease from Fiscal 2001 levels was expected and can be
attributed primarily to the decrease in orders in the commercial communications
market which were down $20.5 million from the first nine months of Fiscal 2001,
as communications companies continue to delay capital spending. This situation
is expected to continue into Fiscal 2003. Orders in the electronic
countermeasures market decreased by $2.5 million from the comparable period
last year due primarily to the timing of order releases from quarter to
quarter. Industrial orders decreased $2.2 million from the first nine months of
Fiscal 2001 primarily as a result of weak economic conditions. Offsetting these
decreases somewhat are orders in the radar, medical and scientific markets.
There is strong demand in radar market at this time; orders for the first nine
months of Fiscal 2002 exceed the comparable period of Fiscal 2001 by $4.5
million and the trend is expected to continue into the fourth quarter. Medical
orders are $6.5 million higher than the prior year due to the receipt of large
orders for VEDs used in the treatment of cancer. Although these orders reoccur
annually, their timing was accelerated and their value has increased from the
prior year.Medical orders on an annual basis are expected to be consistent
with Fiscal 2001. Scientific orders have increased by $2.7 million on a
year-to-date basis compared to Fiscal 2001 due primarily to the receipt of the
final phase on an order from a government research laboratory.Excluding this
order, orders in the scientific

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COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

market are expected to be fairly consistent
with Fiscal 2001 levels. Overall, incoming order levels fluctuate significantly
on a quarterly basis and a particular quarters order rate may not be
indicative of future order levels. In addition, the Companys sales are highly
dependent upon manufacturing scheduling, performance and shipments and,
accordingly, it is not possible to accurately predict when these orders will be
recognized as sales.

As of June 28, 2002, the Company had order backlog of $149.0 million,
representing approximately seven months of sales, compared to order backlog of
$160.7 million, or approximately seven-and-a-half months of sales, as of June
29, 2001. Order backlog at the end of the third quarter also decreased slightly
from $151.5 million at the end of Fiscal 2001.

Sales for the third quarter of Fiscal 2002 were $64.8 million, a decrease of
$7.9 million, or 10.9%, from the same period in Fiscal 2001. This decrease was
driven primarily by lower sales in the commercial communications market. Sales
for the first nine months of Fiscal 2002 were $191.6 million, down $8.1 million
from $199.7 million in the comparable period of Fiscal 2001. This decrease can
be attributed to lower demand in the commercial communications and industrial
markets with sales down $11.1 million and $4.4 million, respectively, from the
comparable period of Fiscal 2001. Offsetting this decrease are sales to the
radar, medical and scientific markets which have increased by $2.9 million,
$1.4 million and $4.0 million, respectively from the first nine months of
Fiscal 2001. Sales in the radar and scientific markets have benefited from
increased military and research spending. Sales in the electronic
countermeasures market were down $0.9 million from the first nine months of
Fiscal 2001.

Gross margin increased 4.2% to 25.7% for the third quarter of Fiscal 2002,
compared with the third quarter of Fiscal 2001. The gross margin also increased
for the nine-month period from 20.6% of sales in Fiscal 2001 to 22.8% of sales
in Fiscal 2002. Gross margins were negatively effected in Fiscal 2001 by
start-up costs on several new satcom products. In addition, margin fluctuations
are expected due to the mix of products sold during any period.

Operating costs and expenses were $10.5 million, or 16.2% of sales, for the
third quarter of Fiscal 2002 as compared to $12.1 million, or 16.6 % of sales,
for the third quarter of Fiscal 2001. For the nine months ended June 28, 2002,
operating costs and expenses decreased $3.6 million compared with a year ago
from $33.6 million, or 16.8 % of sales, in Fiscal 2001 to $30.0 million, or
15.7% of sales, in Fiscal 2002. A portion of this decrease reflects a $1.3
million reduction in costs for the first nine months of Fiscal 2002 as compared
to the comparable period of Fiscal 2001 which was associated with the
relocation of the Satcom Divisions production from Palo Alto, California to
the Companys facility in Ontario, Canada. Fiscal 2001 operating costs also
include $0.4 million for the consolidation of the Companys administrative
offices into a single building in Palo Alto. The remainder of the decrease
reflects the Companys continuing efforts to reduce costs and improve operating
efficiency.

Earnings before interest, income taxes, depreciation and amortization
(EBITDA)1 for the third quarter of Fiscal 2002 were $8.9 million, or 13.7% of
sales, compared to $6.9 million, or 9.5% of sales, for the



---

|1 |  | EBITDA is presented because some investors may use it as a financial indicator
of the ability to service or incur indebtedness. EBITDA should not be
considered as an alternative to net earnings (loss), as a measure of operating
results, cash flows or liquidity.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

third quarter of
Fiscal 2001. EBITDA for the first nine months of Fiscal 2002 were $22.6
million, or 11.8% of sales, compared to $18.4 million, or 9.2% of sales, for
the first nine months of Fiscal 2001. This increase in EBITDA can be
attributed to the improved margins coupled with the impact of lower operating
costs.

Income tax expense for the third quarter of Fiscal 2002 was $3.0 million
compared to $0.3 million for the third quarter of Fiscal 2001. For the nine
months ended June 28, 2002, the income tax expense was $4.8 million compared to
$0.8 million for the corresponding period of Fiscal 2001. The increase in
income tax expense relates primarily to taxable income resulting from a timing
difference in conjunction with the Satcom relocation to Canada.

Net loss was $1.0 million for the third quarter of Fiscal 2002 compared to a
net loss of $1.9 million for the third quarter of Fiscal 2001. For the nine
months ended June 28, 2002, the net loss was $3.8 million compared to a net
loss of $8.1 million for the corresponding period of Fiscal 2001. The decrease
in the net loss for both periods resulted from improved gross margins,
decreased operating and interest expenses partially offset by the increase in
income tax expense. Interest expense has decreased due to a reduction in
outstanding debt as well as lower interest rates.

CPIs operating results differ slightly from Holding due to a sale-leaseback
transaction between CPI and Holding which took place in December 2000. In the
first nine months of Fiscal 2002, CPIs net income before taxes was $1.5
million, which was approximately $0.5 million higher than Holdings net income
before taxes of $1.0 million. As a result of this transaction, operating costs
for CPI were approximately $1.0 million higher than those of Holding due to
rental payments paid by CPI to Holding for use of the San Carlos facility
offset by amortization of the deferred gain on the sales-leaseback and
additional depreciation on the San Carlos facility. Interest expense, net,
for CPI was approximately $1.5 million lower than that of Holding. The decrease
primarily relates to the fact that Holdings interest expense includes interest
paid on the mortgage financing of the San Carlos facility combined with CPIs
interest income on a note receivable with Holding. All other operations data
for CPI is consistent with Holdings for the third quarter of Fiscal 2002.

FINANCIAL CONDITION

Cash flows provided by operating activities for the first nine months of Fiscal
2002 were $36.5 million, compared with cash used in operating activities of
$4.0 million during the first nine months of Fiscal 2001. The positive cash
flow was generated primarily from reductions in accounts receivable and
inventories from Fiscal 2001 balances. The Company began the year with
significant amounts of accounts receivable and inventory and has made
substantial progress in reducing the balances by $10.1 million and $13.7
million, respectively, contributing to improved cash performance.

Investing activities were comprised of investment in property, plant and
equipment totaling $2.1 million for the first nine months of Fiscal 2002.
Purchases of property, plant and equipment decreased approximately $1.7 million
from the comparable period of Fiscal 2001 of which approximately $1.0 million
can be attributed to the relocation of the Companys satcom operations to its
facility in Ontario, Canada. The remaining decrease is a result of the
Companys continued focus on cash management. The Company currently anticipates
that capital expenditure requirements for Fiscal 2002 will be down

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COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

significantly from the $5.8 million spent in Fiscal 2001 of which $4.4 million
related to ongoing capital improvement requirements.

Financing activities during the first nine months of Fiscal 2002 were related
primarily to repayment of the Companys $20.0 million senior term loan and
repayments on the Companys secured credit facility (Credit Facility) of
$13.6 million. The $20.0 million senior term loan was repaid in June 2002 using
approximately $9.3 million in available cash and drawing $10.7 million from its
line of credit.

As of June 28, 2002, the Company had $23.5 million available under its
revolving line of credit that expires December 22, 2004. The following is a
summary of certain obligations and commitments of the Company as of June 28,
2002:

|                                                      |                        |   |                     |       |      |   |        |        |      |   |            |     |       |   |         |         |  |   |   |   |  |   |          |        |  |   |         |         | 
|----------------------------------------------------- | ---------------------- | - | ------------------- | ----- | ---- | - | ------ | ------ | ---- | - | ---------- | --- | ----- | - | ------- | ------- |  | - | - | - |  | - | -------- | ------ |  | - | ------- | ------- | 
|                                                      |                        |   | Due in Fiscal Years
|                                                      |                        |   |                    
|                                                      |                        |   |                     |       |      |   |        |        |      |   |            |     |       |   |         |         |  |   |   |   |  |   | 2007 and |        |  |   |        
|(In thousands)                                        | 2002                   |   | 2003                |       | 2004 |   | 2005   |        | 2006 |   | Thereafter |     | Total
|                                                      |                        |   |                     |       |      |   |        |        |      |   |            |     |       |   |        
|Debt obligations, including
capital lease obligations |                        | $ | 7,805               |       |      | $ | 17,781 |        |      | $ |           |     |       | $ | 100,000 |         |  | $ |  |   |  | $ |         |        |  | $ | 125,586 |        
|Noncancellable operating leases                       |                        |   | 288                 |       |      |   | 593    |        |      |   | 430        |     |       |   | 294     |         |  |   | 9 |   |  |   |         |        |  |   | 1,614   |        
|Senior Redeemable Preferred
Stock                     |                        |   |                    |       |      |   |       |        |      |   |           |     |       |   |        |         |  |   |  |   |  |   | 28,640   |        |  |   | 28,640  |        
|                                                      |                        |   |                     |       |      |   |        |        |      |   |            |     |       |   |         |         |  |   |   |   |  |   |          |        |  |   |         |        
|                                                      | Total cash obligations |   | $                   | 8,093 |      |   | $      | 18,374 |      |   | $          | 430 |       |   | $       | 100,294 |  |   | $ | 9 |  |   | $        | 28,640 |  |   | $       | 155,840 | 
|                                                      |                        |   |                     |       |      |   |        |        |      |   |            |     |       |   |         |         |  |   |   |   |  |   |          |        |  |   |         |        
|Standby letters of credit                             |                        | $ | 349                 |       |      | $ | 4,528  |        |      | $ | 18         |     |       | $ |        |         |  | $ |  |   |  | $ |         |        |  | $ | 4,895   |        

The Companys debt obligations include mortgage financing of $17.8 million
which was refinanced in June 2002. Under the terms of the refinancing, the loan
was extended until June 1, 2003 and the Company agreed to pay two principal
installments of $250,000 on June 1, 2002 and December 1, 2002. Management
expects that cash to be generated by operations and borrowing under its Credit
Facility in conjunction with either extending or finding alternative financing
will allow it to meet this obligation. However, there can be no assurance that
the combination of cash generated by operations, borrowing availability from
the Companys Credit Facility and additional collateral-based financing will be
sufficient to meet the Companys cash requirements. If the Company is unable
to satisfy such cash requirements from these sources, the Company will adopt
one or more alternatives, such as reducing or delaying capital expenditures,
reducing discretionary costs, negotiating an increase to the Companys
borrowing capacity under its line of credit, and selling and leasing back its
facility in San Carlos, California in a transaction with an outside party.

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COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

Market Risk

The Companys market risk disclosures set forth in its Annual Report on Form
10-K for the fiscal year ended September 28, 2001, have not changed
significantly.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
142, Goodwill and Other Intangible Assets. SFAS No. 142 addresses financial
accounting and reporting for acquired goodwill and other intangible assets.
SFAS No. 142 changes the accounting for goodwill from an amortization method to
an impairment-only approach. Goodwill will be tested annually and whenever
events or circumstances occur indicating that goodwill might be impaired. Upon
adoption of SFAS No. 142, amortization of goodwill recorded for business
combinations will cease. Companies are required to adopt SFAS No. 142 for
fiscal years beginning after December 15, 2001, but early adoption is
permitted. The Company plans to adopt this Statement beginning in the first
quarter of Fiscal 2003 and therefore has not yet determined the impact on its
consolidated financial position or results of operations. At the beginning of
Fiscal 2003, the goodwill balance, net of amortization, is expected to be $21.7
million.

The FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations, in
August 2001, and SFAS No. 144, Accounting for the Impairment or Disposal of
Long-lived Assets, in October 2001. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002 and will require that the fair value of an asset
retirement obligation be recorded as a liability in the period in which it
incurs the obligation. SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001. It provides a single accounting model for long-lived
assets to be disposed of and replaces SFAS No. 121 Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of. The
Company does not expect the adoption of these statements to have a material
effect on the Companys consolidated financial position or results of
operations. The Company will adopt these Statements beginning in the first
quarter of Fiscal 2003

In May 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
This Statement rescinds FASB Statement No. 4, Reporting Gains and Losses from
Extinguishment of Debt, and an amendment of that Statement, FASB Statement No.
64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This
Statement amends FASB Statement No. 13, Accounting for Leases, to eliminate
an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. This
Statement also amends other existing authoritative pronouncements to make
various technical corrections, clarify meanings, or describe their
applicability under changed conditions. The provisions of SFAS No. 145 are
effective in fiscal years beginning after May 15, 2002, with early adoption
permitted and, in general, are to be applied prospectively. The Company is
currently assessing the impact of SFAS No. 145 on its financial position,
results of operations and cash flows as well as timing of its adoption.

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COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit and Disposal Activities. This statement revises the accounting for
exit and disposal activities under EITF Issue 94-3, Liability Recognition for
Certain Employee Termination Benefits and other Costs to Exit an Activity, by
spreading out the reporting of expenses related to restructuring activities.
Commitment to a plan to exit an activity or dispose of long-lived assets will
no longer be sufficient to record a one-time charge for most anticipated costs.
Instead, companies will record exit or disposal costs when they are incurred
and can be measured at fair value, and they will subsequently adjust the
recorded liability for changes in estimated cash flows. The provisions of SFAS
No. 146 are effective prospectively for exit or disposal activities initiated
after December 31, 2002. Earlier adoption is encouraged. Companies may not
restate previously issued financial statements for the effect of the provisions
of SFAS No. 146 and liabilities that a Company previously recorded under EITF
Issue 94-3 are grandfathered. The Company is currently assessing the impact of
SFAS No. 146 on its financial position, results of operations and cash flows as
well as timing of its adoption.

Forward-Looking Statements

This document contains forward-looking statements that relate to future events
or the Companys future financial performance. In some cases, you can identify
forward-looking statements by terminology such as may, will, should,
expect, plan, anticipate, believe, estimate, predict, potential
or continue, the negative of such terms or other comparable terminology.
These statements are only predictions. Actual events or results may differ
materially.

Although the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance or achievements. Moreover, neither
the Company nor any other person assumes responsibility for the accuracy and
completeness of the forward-looking statements. All written and oral
forward-looking statements made in connection with this report which are
attributable to the Company or persons acting on the Companys behalf are
expressly qualified in their entirety by the risk factors and other
cautionary statements included herein. The Company is under no duty to update
any of the forward-looking statements after the date of this report to conform
such statements to actual results or to changes in the Companys expectations.

The information in this report is not a complete description of the Companys
business or the risks associated with an investment in the Companys
securities. We urge you to carefully review and consider the various
disclosures made by the Company in this report and in the Companys other
reports filed with the SEC.

Risk Factors

You should carefully consider the various risks and uncertainties that impact
the Companys business and the other information in this report and the
Companys other filings with the SEC before you decide to invest in the Company
or to maintain or increase your investment. Such risks and uncertainties
include, but are not limited to, the following: product demand and market
acceptance risks; the effect of general economic conditions; the impact of
competitive products and pricing; new product development and
commercialization; technological difficulties and the ability to increase
margins; production

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COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)

interruptions due to power shutdowns and volatility in
energy costs; U.S. Government export policies; changes in Governmental
appropriations, national defense policies and availability of Government funds;
changes in environmental regulation and legislation; availability of certain
critical materials and raw material price fluctuations; the Companys ability
to generate the significant amount of cash needed to service its debt; and the
Companys ability to obtain financing in the future. Any of the foregoing
factors could cause the Companys business, results of operations, or financial
condition to suffer and actual results could differ materially from those
expected.

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COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

COMMUNICATIONS & POWER INDUSTRIES, INC.,
and subsidiaries
(A wholly owned subsidiary of Communications & Power Industries Holding Corporation)




PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2: CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  The following exhibits are being filed as part of this report:

|            |  |                                                                                                                                                
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                    
|            |  |                                                                                                                                                
|10.11.1     |  | Modification Agreement of Secured Loan between Holding and Wells Fargo
Bank, National Association, dated June 1, 2002                          
|10.12.1     |  | Amended and Restated Promissory Note Secured by Deed of Trust by Holding in favor of
Wells Fargo Bank, National Association, dated June 1, 2002
|10.13.1     |  | Memorandum of Modification Agreement Amending Deed of Trust by Holding
in favor of
Wells Fargo Bank, National Association, dated June 1, 2002  
|10.14.1     |  | Junior Lienors Consent and Subordination Agreement by CPI in favor of
Wells Fargo Bank,
National Association, dated June 1, 2002              
|99.1        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002                         
|99.2        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002                         
|99.3        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002                         
|99.4        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002                         

(b)  Reports on Form 8-K:

No reports were filed on Form 8-K during the quarter ended June 28, 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

| |                                                                |                      
| | -------------------------------------------------------------- | ---------------------
| | COMMUNICATIONS & POWER INDUSTRIES HOLDINGCORPORATION          
|
| | By:                                                            | /s/ O. Joe Caldarelli
| |                                                               
| | O. Joe Caldarelli
Chief Executive Officer
Date: August 8, 2002

| |                                                                                                                                 |                 
| | ------------------------------------------------------------------------------------------------------------------------------- | ----------------
| | By:                                                                                                                             | /s/ Joel Littman
| |                                                                                                                                
| | Joel Littman
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
Date: August 8, 2002

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##### Table of Contents



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

| |                                                                |                      
| | -------------------------------------------------------------- | ---------------------
| | COMMUNICATIONS & POWER INDUSTRIES, INC.                       
|
| | By:                                                            | /s/ O. Joe Caldarelli
| |                                                               
| | O. Joe Caldarelli
Chief Executive Officer
Date: August 8, 2002

| |                                                                                                                                 |                 
| | ------------------------------------------------------------------------------------------------------------------------------- | ----------------
| | By:                                                                                                                             | /s/ Joel Littman
| |                                                                                                                                
| | Joel Littman
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
Date: August 8, 2002

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##### Table of Contents



EXHIBIT INDEX

|            |  |                                                                                                                                                
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                    
|            |  |                                                                                                                                                
|10.11.1     |  | Modification Agreement of Secured Loan between Holding and Wells Fargo
Bank, National Association, dated June 1, 2002                          
|10.12.1     |  | Amended and Restated Promissory Note Secured by Deed of Trust by Holding in favor of
Wells Fargo Bank, National Association, dated June 1, 2002
|10.13.1     |  | Memorandum of Modification Agreement Amending Deed of Trust by Holding
in favor of
Wells Fargo Bank, National Association, dated June 1, 2002  
|10.14.1     |  | Junior Lienors Consent and Subordination Agreement by CPI in favor of
Wells Fargo Bank,
National Association, dated June 1, 2002              
|99.1        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002                         
|99.2        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002                         
|99.3        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002                         
|99.4        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the
Sarbanes-Oxley Act of 2002