##### 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 December 28, 2001
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 & POWER
INDUSTRIES HOLDING
CORPORATION                                                                 |  | COMMUNICATIONS & POWER
INDUSTRIES, 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                                                                                                            |  | 77-0405693                                                                                                           
|(I.R.S. employer identification number)811 Hansen Way                                                                 |  | (I.R.S. employer identification number)811 Hansen Way                                                                
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|Palo Alto, California 94303-1110
(650) 846-2900                                                                       |  | Palo Alto, California 94303-1110
(650) 846-2900                                                                      
|(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices) |  | (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 February 5, 2002. Communications & Power Industries, Inc.: 1 share
of Common Stock, $.01 par value, at February 5, 2002.





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TABLE OF CONTENTS



|                           |                                                                                       |                                                                                                       |  |  |  |  |  | 
|-------------------------- | ------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|                           |                                                                                       | COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS          
|                           |                                                                                       | COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
|                           |                                                                                       | COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
|                           |                                                                                       | COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS          
|                           |                                                                                       | COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
|                           |                                                                                       | COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
|                           |                                                                                       | NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS                                                 
|                           | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|PART II: OTHER INFORMATION
|                           | ITEM 1. LEGAL PROCEEDINGS.                                                           
|                           | ITEM 2: CHANGES IN SECURITIES.                                                       
|                           | ITEM 3. DEFAULTS UPON SENIOR SECURITIES.                                             
|                           | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                         
|                           | ITEM 5. OTHER INFORMATION.                                                           
|                           | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.                                            
|SIGNATURES                



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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, December 28, 2001 and September 28, 2001                                       |    |  | 2 | 
|                                                                                             
|                                                                                              |                                                       | Consolidated Condensed Statements of Operations for the 13-week periods
ended December 28, 2001 and December 29, 2000 |    |  | 3 | 
|                                                                                             
|                                                                                              |                                                       | Consolidated Condensed Statements of Cash Flows for the 13-week periods
ended December 28, 2001 and December 29, 2000 |    |  | 4 | 
|                                                                                             
|                                                                                              |                                                       | Notes to Consolidated Condensed Financial Statements                                                                  |    |  | 8 | 
|                                                                                             
|                                                                                              | COMMUNICATIONS & POWER INDUSTRIES, INC.               |                                                                                                                       |    |  |  
|                                                                                             
|                                                                                              |                                                       | Consolidated Condensed Balance Sheets, December 28, 2001 and September 28, 2001                                       |    |  | 5 | 
|                                                                                             
|                                                                                              |                                                       | Consolidated Condensed Statements of Operations for the 13-week periods
ended December 28, 2001 and December 29, 2000 |    |  | 6 | 
|                                                                                             
|                                                                                              |                                                       | Consolidated Condensed Statements of Cash Flows for the 13-week periods
ended December 28, 2001 and December 29, 2000 |    |  | 7 | 
|                                                                                             
|                                                                                              |                                                       | Notes to Consolidated Condensed Financial Statements                                                                  |    |  | 8 | 
|                                                                                             
|ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS |                                                       |                                                                                                                       | 10 | 
|                                                                                             
|PART II: OTHER INFORMATION                                                                    |                                                       |                                                                                                                       | 15 | 
|                                                                                             
|SIGNATURES                                                                                    |                                                       |                                                                                                                       | 16 | 

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##### Table of Contents






COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands-unaudited)

|                                                             |                                   |   |              |         |               |   |         |         |  
|------------------------------------------------------------ | --------------------------------- | - | ------------ | ------- | ------------- | - | ------- | ------- | -
|                                                             |                                   |   | December 28, |         | September 28,
|                                                             |                                   |   | 2001         |         | 2001         
|                                                             |                                   |   |              |         |              
|ASSETS                                                       |                                   |   |              |         |               |   |         |        
|Current Assets                                               |                                   |   |              |         |               |   |         |        
|                                                             | Cash and cash equivalents         |   | $            | 3,490   |               |   | $       | 2,903   |  
|                                                             | Accounts receivable, net          |   |              | 42,629  |               |   |         | 46,738  |  
|                                                             | Inventories                       |   |              | 50,835  |               |   |         | 57,678  |  
|                                                             | Deferred taxes                    |   |              | 2,960   |               |   |         | 3,500   |  
|                                                             | Other current assets              |   |              | 1,965   |               |   |         | 2,241   |  
|                                                             |                                   |   |              |         |               |   |         |        
|Total current assets                                         |                                   |   | 101,879      |         |               |   | 113,060 |        
|Property, plant, and equipment, net                          |                                   |   | 60,685       |         |               |   | 62,698  |        
|Goodwill and other intangibles, net                          |                                   |   | 23,038       |         |               |   | 23,452  |        
|Debt issue costs, net                                        |                                   |   | 4,404        |         |               |   | 4,857   |        
|                                                             |                                   |   |              |         |               |   |         |        
|Total assets                                                 |                                   | $ | 190,006      |         |               | $ | 204,067 |        
|                                                             |                                   |   |              |         |               |   |         |        
|LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS DEFICIT       |                                   |   |              |         |               |   |         |        
|Current
Liabilities                                          |                                   |   |              |         |               |   |         |        
|                                                             | Revolving credit facility         |   | $            | 12,986  |               |   | $       | 21,293  |  
|                                                             | Current portion of capital leases |   |              | 697     |               |   |         | 919     |  
|                                                             | Mortgage financing                |   |              | 18,000  |               |   |         | 18,000  |  
|                                                             | Senior term loans                 |   |              | 20,000  |               |   |         | 20,000  |  
|                                                             | Accounts payable                  |   |              | 10,380  |               |   |         | 14,729  |  
|                                                             | Accrued expenses                  |   |              | 19,765  |               |   |         | 17,859  |  
|                                                             | Product warranty                  |   |              | 4,210   |               |   |         | 4,225   |  
|                                                             | Income taxes payable              |   |              | 671     |               |   |         | 407     |  
|                                                             | Accrued dividends payable         |   |              | 5,581   |               |   |         | 4,387   |  
|                                                             | Advance payments from customers   |   |              | 6,934   |               |   |         | 9,193   |  
|                                                             |                                   |   |              |         |               |   |         |        
|Total current liabilities                                    |                                   |   | 99,224       |         |               |   | 111,012 |        
|Senior subordinated notes                                    |                                   |   | 100,000      |         |               |   | 100,000 |        
|Obligations under capital leases                             |                                   |   | 55           |         |               |   | 90      |        
|                                                             |                                   |   |              |         |               |   |         |        
|Total liabilities                                            |                                   |   | 199,279      |         |               |   | 211,102 |        
|                                                             |                                   |   |              |         |               |   |         |        
|Senior Redeemable Preferred Stock of Subsidiary              |                                   |   | 28,532       |         |               |   | 28,479  |        
|                                                             |                                   |   |              |         |               |   |         |        
|Junior Preferred Stock of Subsidiary                         |                                   |   | 22,891       |         |               |   | 22,094  |        
|                                                             |                                   |   |              |         |               |   |         |        
|Commitments and contingencies                                |                                   |   |              |         |               |   |         |        
|Stockholders Deficit                                        |                                   |   |              |         |               |   |         |        
|                                                             | Common stock                      |   |              | 49      |               |   |         | 49      |  
|                                                             | Additional paid-in capital        |   |              | 19,111  |               |   |         | 19,111  |  
|                                                             | Accumulated deficit               |   |              | (78,664 | )             |   |         | (75,587 | )
|                                                             | Stockholder loans                 |   |              | (1,192  | )             |   |         | (1,181  | )
|                                                             |                                   |   |              |         |               |   |         |        
|Net stockholders deficit                                    |                                   |   | (60,696      | )       |               |   | (57,608 | )      
|                                                             |                                   |   |              |         |               |   |         |        
|Total liabilities, preferred stock and
stockholders deficit |                                   | $ | 190,006      |         |               | $ | 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
|                                      |                                    |   |                                   |        | December 28, |       | December 29,
|                                      |                                    |   |                                   |        | 2001         |       | 2000        
|                                      |                                    |   |                                   |        |              |       |             
|                                      | Sales                              |   | $                                 | 66,228 |              |       | $            | 60,376 |  
|                                      | Cost of sales                      |   |                                   | 52,069 |              |       |              | 47,578 |  
|                                      |                                    |   |                                   |        |              |       |              |       
|                                      | Gross profit                       |   |                                   | 14,159 |              |       |              | 12,798 |  
|                                      |                                    |   |                                   |        |              |       |              |       
|                                      | Operating costs and expenses:      |   |                                   |        |              |       |              |        |  
|                                      |                                    |   | Research and development          |        |              | 1,255 |              |        |   | 1,388 | 
|                                      |                                    |   | Selling and marketing             |        |              | 3,946 |              |        |   | 3,912 | 
|                                      |                                    |   | General and administrative        |        |              | 4,662 |              |        |   | 4,300 | 
|                                      |                                    |   |                                   |        |              |       |              |       
|                                      | Total operating costs and expenses |   |                                   | 9,863  |              |       |              | 9,600  |  
|                                      |                                    |   |                                   |        |              |       |              |       
|                                      | Operating income                   |   |                                   | 4,296  |              |       |              | 3,198  |  
|                                      | Foreign currency gain (loss)       |   |                                   | 75     |              |       |              | (186   | )
|                                      | Interest expense                   |   |                                   | (4,725 | )            |       |              | (5,167 | )
|                                      |                                    |   |                                   |        |              |       |              |       
|                                      | Loss before taxes                  |   |                                   | (354   | )            |       |              | (2,155 | )
|                                      | Income tax expense                 |   |                                   | 680    |              |       |              | 250    |  
|                                      |                                    |   |                                   |        |              |       |              |       
|                                      | Net loss                           |   |                                   | (1,034 | )            |       |              | (2,405 | )
|                                      | Preferred dividends:               |   |                                   |        |              |       |              |       
|                                      |                                    |   | Senior redeemable preferred stock |        |              | 1,194 |              |        |   | 1,041 | 
|                                      |                                    |   | Junior preferred stock            |        |              | 796   |              |        |   | 694   | 
|                                      |                                    |   |                                   |        |              |       |              |       
|Net loss attributable to common stock |                                    | $ | (3,024                            | )      |              | $     | (4,140       | )     
|                                      |                                    |   |                                   |        |              |       |              |       

See accompanying notes to the unaudited consolidated condensed financial
statements.

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COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION
and subsidiaries

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

|                                                 |                                                     |   |              |        |              |   |       |         |  
|------------------------------------------------ | --------------------------------------------------- | - | ------------ | ------ | ------------ | - | ----- | ------- | -
|                                                 |                                                     |   | 13-Week      |        | 13-Week     
|                                                 |                                                     |   | period ended |        | period ended
|                                                 |                                                     |   | December 28, |        | December 29,
|                                                 |                                                     |   | 2001         |        | 2000        
|                                                 |                                                     |   |              |        |             
|OPERATING ACTIVITIES                             |                                                     |   |              |        |              |   |       |        
|                                                 | Net cash provided by operating activities           |   | $            | 9,815  |              |   | $     | 1,203   |  
|                                                 |                                                     |   |              |        |              |   |       |        
|INVESTING ACTIVITIES                             |                                                     |   |              |        |              |   |       |        
|                                                 | Purchase of property, plant and equipment, net      |   |              | (664   | )            |   |       | (896    | )
|                                                 |                                                     |   |              |        |              |   |       |        
|                                                 | Net cash used in investing activities               |   |              | (664   | )            |   |       | (896    | )
|                                                 |                                                     |   |              |        |              |   |       |        
|FINANCING ACTIVITIES                             |                                                     |   |              |        |              |   |       |        
|                                                 | Repayments on capital leases                        |   |              | (257   | )            |   |       | (228    | )
|                                                 | Payment of debt issue costs                         |   |              |       |              |   |       | (2,153  | )
|                                                 | Repayment of terminated revolving credit facility   |   |              |       |              |   |       | (40,000 | )
|                                                 | (Repayment) proceeds from revolving credit facility |   |              | (8,307 | )            |   |       | 20,942  |  
|                                                 | Repayments on terminated senior term loans          |   |              |       |              |   |       | (16,049 | )
|                                                 | Proceeds from senior term loan                      |   |              |       |              |   |       | 20,000  |  
|                                                 | Proceeds from mortgage financing                    |   |              |       |              |   |       | 18,000  |  
|                                                 |                                                     |   |              |        |              |   |       |        
|                                                 | Net cash (used in) provided by financing activities |   |              | (8,564 | )            |   |       | 512     |  
|                                                 |                                                     |   |              |        |              |   |       |        
|NET INCREASE IN CASH AND CASH EQUIVALENTS        |                                                     |   | 587          |        |              |   | 819   |        
|Cash and cash equivalents at beginning of period |                                                     |   | 2,903        |        |              |   | 4,766 |        
|                                                 |                                                     |   |              |        |              |   |       |        
|Cash and cash equivalents at end of period       |                                                     | $ | 3,490        |        |              | $ | 5,585 |        
|                                                 |                                                     |   |              |        |              |   |       |        

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)

|                                                                               |                                   |      |              |         |               |   |         |         |  
|------------------------------------------------------------------------------ | --------------------------------- | ---- | ------------ | ------- | ------------- | - | ------- | ------- | -
|                                                                               |                                   |      | December 28, |         | September 28,
|ASSETS                                                                         |                                   | 2001 |              | 2001   
|                                                                               |                                   |      |              |        
|Current Assets                                                                 |                                   |      |              |         |               |   |         |        
|                                                                               | Cash and cash equivalents         |      | $            | 3,490   |               |   | $       | 2,903   |  
|                                                                               | Accounts receivable, net          |      |              | 42,629  |               |   |         | 46,738  |  
|                                                                               | Inventories                       |      |              | 50,835  |               |   |         | 57,678  |  
|                                                                               | Deferred taxes                    |      |              | 3,100   |               |   |         | 3,500   |  
|                                                                               | Other current assets              |      |              | 1,965   |               |   |         | 2,241   |  
|                                                                               |                                   |      |              |         |               |   |         |        
|Total current assets                                                           |                                   |      | 102,019      |         |               |   | 113,060 |        
|Property, plant, and equipment, net                                            |                                   |      | 46,818       |         |               |   | 48,672  |        
|Goodwill and other intangibles, net                                            |                                   |      | 23,038       |         |               |   | 23,452  |        
|Debt issue costs, net                                                          |                                   |      | 4,331        |         |               |   | 4,715   |        
|Note receivable from parent                                                    |                                   |      | 5,750        |         |               |   | 5,750   |        
|                                                                               |                                   |      |              |         |               |   |         |        
|Total assets                                                                   |                                   | $    | 181,956      |         |               | $ | 195,649 |        
|                                                                               |                                   |      |              |         |               |   |         |        
|LIABILITIES, REDEEMABLE
PREFERRED STOCK AND DEFICIT                            |                                   |      |              |         |               |   |         |        
|Current Liabilities                                                            |                                   |      |              |         |               |   |         |        
|                                                                               | Revolving credit facility         |      | $            | 12,986  |               |   | $       | 21,293  |  
|                                                                               | Current portion of capital leases |      |              | 697     |               |   |         | 919     |  
|                                                                               | Senior term loans                 |      |              | 20,000  |               |   |         | 20,000  |  
|                                                                               | Accounts payable                  |      |              | 10,380  |               |   |         | 15,175  |  
|                                                                               | Accrued expenses                  |      |              | 20,700  |               |   |         | 18,196  |  
|                                                                               | Product warranty                  |      |              | 4,210   |               |   |         | 4,225   |  
|                                                                               | Income taxes payable              |      |              | 641     |               |   |         | 407     |  
|                                                                               | Accrued dividends                 |      |              | 5,581   |               |   |         | 4,387   |  
|                                                                               | Advance payments from customers   |      |              | 6,934   |               |   |         | 9,193   |  
|                                                                               |                                   |      |              |         |               |   |         |        
|Total current liabilities                                                      |                                   |      | 82,129       |         |               |   | 93,795  |        
|Senior subordinated notes                                                      |                                   |      | 100,000      |         |               |   | 100,000 |        
|Deferred income on sale-leaseback                                              |                                   |      | 7,630        |         |               |   | 7,735   |        
|Obligations under capital leases                                               |                                   |      | 55           |         |               |   | 90      |        
|                                                                               |                                   |      |              |         |               |   |         |        
|Total liabilities                                                              |                                   |      | 189,814      |         |               |   | 201,620 |        
|                                                                               |                                   |      |              |         |               |   |         |        
|Senior Redeemable Preferred Stock                                              |                                   |      | 28,532       |         |               |   | 28,479  |        
|                                                                               |                                   |      |              |         |               |   |         |        
|Commitments and contingencies                                                  |                                   |      |              |         |               |   |         |        
|Stockholders Deficit:                                                         |                                   |      |              |         |               |   |         |        
|                                                                               | Junior preferred stock            |      |              | 2       |               |   |         | 2       |  
|                                                                               | Common stock                      |      |              |        |               |   |         |        |  
|                                                                               | Additional paid-in capital        |      |              | 42,048  |               |   |         | 41,252  |  
|                                                                               | Accumulated deficit               |      |              | (77,248 | )             |   |         | (74,523 | )
|                                                                               | Stockholder loans                 |      |              | (1,192  | )             |   |         | (1,181  | )
|                                                                               |                                   |      |              |         |               |   |         |        
|Net stockholders deficit                                                      |                                   |      | (36,390      | )       |               |   | (34,450 | )      
|                                                                               |                                   |      |              |         |               |   |         |        
|Total liabilities, senior redeemable
preferred stock and stockholders
deficit |                                   | $    | 181,956      |         |               | $ | 195,649 |        
|                                                                               |                                   |      |              |         |               |   |         |        

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
STATEMENTS OF OPERATIONS
(in thousands  unaudited)

|                                      |                                    |   |                                   |        |              |       |              |        |   |       | 
|------------------------------------- | ---------------------------------- | - | --------------------------------- | ------ | ------------ | ----- | ------------ | ------ | - | ----- | 
|                                      |                                    |   |                                   |        | 13-Week      |       | 13-Week     
|                                      |                                    |   |                                   |        | period ended |       | period ended
|                                      |                                    |   |                                   |        | December 28, |       | December 29,
|                                      |                                    |   |                                   |        | 2001         |       | 2000        
|                                      |                                    |   |                                   |        |              |       |             
|                                      | Sales                              |   | $                                 | 66,228 |              |       | $            | 60,376 |  
|                                      | Cost of sales                      |   |                                   | 52,069 |              |       |              | 47,578 |  
|                                      |                                    |   |                                   |        |              |       |              |       
|                                      | Gross profit                       |   |                                   | 14,159 |              |       |              | 12,798 |  
|                                      |                                    |   |                                   |        |              |       |              |       
|                                      | Operating costs and expenses:      |   |                                   |        |              |       |              |        |  
|                                      |                                    |   | Research and development          |        |              | 1,255 |              |        |   | 1,388 | 
|                                      |                                    |   | Selling and marketing             |        |              | 3,946 |              |        |   | 3,912 | 
|                                      |                                    |   | General and administrative        |        |              | 5,008 |              |        |   | 4,289 | 
|                                      |                                    |   |                                   |        |              |       |              |       
|                                      | Total operating costs and expenses |   |                                   | 10,209 |              |       |              | 9,589  |  
|                                      |                                    |   |                                   |        |              |       |              |       
|                                      | Operating income                   |   |                                   | 3,950  |              |       |              | 3,209  |  
|                                      | Foreign currency gain (loss)       |   |                                   | 75     |              |       |              | (186   | )
|                                      | Interest expense                   |   |                                   | (4,197 | )            |       |              | (5,087 | )
|                                      |                                    |   |                                   |        |              |       |              |       
|                                      | Loss before taxes                  |   |                                   | (172   | )            |       |              | (2,064 | )
|                                      | Income tax expense                 |   |                                   | 510    |              |       |              | 250    |  
|                                      |                                    |   |                                   |        |              |       |              |       
|                                      | Net loss                           |   |                                   | (682   | )            |       |              | (2,314 | )
|                                      | Preferred dividends:               |   |                                   |        |              |       |              |        |  
|                                      |                                    |   | Senior redeemable preferred stock |        |              | 1,194 |              |        |   | 1,041 | 
|                                      |                                    |   | Junior preferred stock            |        |              | 796   |              |        |   | 694   | 
|                                      |                                    |   |                                   |        |              |       |              |       
|Net loss attributable to common stock |                                    | $ | (2,672                            | )      |              | $     | (4,049       | )     
|                                      |                                    |   |                                   |        |              |       |              |       

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
STATEMENTS OF CASH FLOWS
(in thousands  unaudited)

|                                                 |                                                      |   |              |        |              |   |       |         |  
|------------------------------------------------ | ---------------------------------------------------- | - | ------------ | ------ | ------------ | - | ----- | ------- | -
|                                                 |                                                      |   | 13-Week      |        | 13-Week     
|                                                 |                                                      |   | period ended |        | period ended
|                                                 |                                                      |   | December 28, |        | December 29,
|                                                 |                                                      |   | 2001         |        | 2000        
|                                                 |                                                      |   |              |        |             
|OPERATING ACTIVITIES                             |                                                      |   |              |        |              |   |       |        
|                                                 | Net cash provided by operating activities            |   | $            | 9,815  |              |   | $     | 1,053   |  
|                                                 |                                                      |   |              |        |              |   |       |        
|INVESTING ACTIVITIES                             |                                                      |   |              |        |              |   |       |        
|                                                 | Proceeds from sale of property to parent             |   |              |       |              |   |       | 17,250  |  
|                                                 | Purchase of property, plant and equipment, net       |   |              | (664   | )            |   |       | (896    | )
|                                                 |                                                      |   |              |        |              |   |       |        
|                                                 | Net cash (used in) provided by investing activities  |   |              | (664   | )            |   |       | 16,354  |  
|                                                 |                                                      |   |              |        |              |   |       |        
|FINANCING ACTIVITIES                             |                                                      |   |              |        |              |   |       |        
|                                                 | Repayments on capital leases                         |   |              | (257   | )            |   |       | (228    | )
|                                                 | Payment of debt issue costs                          |   |              |       |              |   |       | (1,709  | )
|                                                 | Repayments of terminated revolving credit facility   |   |              |       |              |   |       | (40,000 | )
|                                                 | (Repayments) proceeds from revolving credit facility |   |              | (8,307 | )            |   |       | 20,942  |  
|                                                 | Repayments of terminated senior term loans           |   |              |       |              |   |       | (16,049 | )
|                                                 | Proceeds from senior term loan                       |   |              |       |              |   |       | 20,000  |  
|                                                 |                                                      |   |              |        |              |   |       |        
|                                                 | Net cash used by financing activities                |   |              | (8,564 | )            |   |       | (17,044 | )
|                                                 |                                                      |   |              |        |              |   |       |        
|NET INCREASE IN CASH AND CASH EQUIVALENTS        |                                                      |   | 587          |        |              |   | 363   |        
|Cash and cash equivalents at beginning of period |                                                      |   | 2,903        |        |              |   | 4,766 |        
|                                                 |                                                      |   |              |        |              |   |       |        
|Cash and cash equivalents at end of period       |                                                      | $ | 3,490        |        |              | $ | 5,129 |        
|                                                 |                                                      |   |              |        |              |   |       |        

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:

|                        |  |              |        |               |  |   |        | 
|----------------------- |  | ------------ | ------ | ------------- |  | - | ------ | 
|                        |  | December 28, |        | September 28,
|(Dollars in thousands)  |  | 2001         |        | 2001         
|                        |  |              |        |              
|Raw materials and parts |  | $            | 37,299 |               |  | $ | 40,776 | 
|Work in process         |  |              | 10,894 |               |  |   | 14,874 | 
|Finished goods          |  |              | 2,642  |               |  |   | 2,028  | 
|                        |  |              |        |               |  |   |        | 
|Total inventories       |  | $            | 50,835 |               |  | $ | 57,678 | 
|                        |  |              |        |               |  |   |        | 

3. Supplemental Cash Flow Information

Cash paid by Holding for interest was $1.2 million and $1.9 million for the
13-week periods ended December 28, 2001 and December 29, 2000, respectively.
Cash paid by CPI for interest was $0.9 million and $1.9 million for the 13-week
periods ended December 28, 2001 and December 29, 2000, respectively. Cash paid
(refunded) for taxes was $0.2 million and $(0.2) million for the 13-week
periods ended December 28, 2001 and December 29, 2000, respectively.

Non-cash financing activities included the following: Dividends on Senior
Redeemable Preferred Stock of $1.2 million and $1.0 million for the fiscal
quarters ended December 28, 2001 and December 29, 2000, respectively.
Preferred stock dividends on Junior Preferred Stock through the issuance of
7,962 and 6,938 shares of Junior Preferred Stock during the quarters ended
December 28, 2001 and December 29, 2000, respectively.

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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 principle
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.

|                                 |  |       |        |           |  |        |        |       |  |   |        |   |  |   |        | 
|-------------------------------- |  | ----- | ------ | --------- |  | ------ | ------ | ----- |  | - | ------ | - |  | - | ------ | 
|(Dollars in thousands)           |  |       |        |           |  |        |        |       |  |   |        |   |  |   |        | 
|                                 |  |       |        |           |  | Satcom |        |       |  |   |        |   |  |  
|13-Week Period Ended             |  | VED's |        | Equipment |  | Other  |        | Total
|                                 |  |       |        |           |  |        |        |      
|December 28, 2001:               |  |       |        |           |  |        |        |       |  |   |        |   |  |   |        | 
|Revenues from external customers |  | $     | 51,329 |           |  | $      | 15,861 |       |  | $ | (962   | ) |  | $ | 66,228 | 
|Intersegment product transfers   |  |       | 2,259  |           |  |        | 0      |       |  |   | 76     |   |  |   | 2,335  | 
|EBITDA  Holding                 |  |       | 8,073  |           |  |        | 281    |       |  |   | (889   | ) |  |   | 7,465  | 
|EBITDA  CPI                     |  |       | 8,073  |           |  |        | 281    |       |  |   | (1,398 | ) |  |   | 6,956  | 
|December 29, 2000:               |  |       |        |           |  |        |        |       |  |   |        |   |  |   |        | 
|Revenues from external customers |  | $     | 47,344 |           |  | $      | 11,516 |       |  | $ | 1,516  |   |  | $ | 60,376 | 
|Intersegment product transfers   |  |       | 3,558  |           |  |        |       |       |  |   | 414    |   |  |   | 3,972  | 
|EBITDA  Holding                 |  |       | 7,460  |           |  |        | (62    | )     |  |   | (1,050 | ) |  |   | 6,348  | 
|EBITDA  CPI                     |  |       | 7,460  |           |  |        | (62    | )     |  |   | (1,050 | ) |  |   | 6,348  | 

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

|                              |  |                      |       |                      |  |              |        |              |  |   |       |   |  |   |        |  
|----------------------------- |  | -------------------- | ----- | -------------------- |  | ------------ | ------ | ------------ |  | - | ----- | - |  | - | ------ | -
|                              |  | Holding              |       | CPI                 
|                              |  |                      |       |                     
|                              |  | 13-Week Period Ended |       | 13-Week Period Ended
|                              |  |                      |       |                     
|                              |  | December 28,         |       | December 29,         |  | December 28, |        | December 29,
|(Dollars in thousands)        |  | 2001                 |       | 2000                 |  | 2001         |        | 2000        
|                              |  |                      |       |                      |  |              |        |             
|Segment EBITDA                |  | $                    | 7,465 |                      |  | $            | 6,348  |              |  | $ | 6,956 |   |  | $ | 6,348  |  
|Less:                         |  |                      |       |                      |  |              |        |              |  |   |       |   |  |   |        |  
|Depreciation and
amortization |  |                      | 3,094 |                      |  |              | 3,336  |              |  |   | 2,931 |   |  |   | 3,325  |  
|Interest expense              |  |                      | 4,725 |                      |  |              | 5,167  |              |  |   | 4,197 |   |  |   | 5,087  |  
|                              |  |                      |       |                      |  |              |        |              |  |   |       |   |  |   |        |  
|Loss before taxes             |  | $                    | (354  | )                    |  | $            | (2,155 | )            |  | $ | (172  | ) |  | $ | (2,064 | )
|                              |  |                      |       |                      |  |              |        |              |  |   |       |   |  |   |        |  

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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)




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:

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 segment and a solid state products segment. Segment
data is included in Note 4 of the Notes to Consolidated Condensed Financial
Statements.

Orders during the first quarter of Fiscal 2002 were $71.4 million as compared
to $67.8 million for the first quarter of Fiscal 2001. This increase of $3.6
million for the quarter reflects a higher demand for products in the radar and
scientific markets, offset somewhat by decreases in orders for the Companys
remaining four markets. Radar orders increased by $7.6 million, or 29.7%, due
to higher demand for spare and rebuilt VEDs used in military applications.
Orders in the scientific market increased $5.0 million from approximately $1.0
million in the first quarter of Fiscal 2001 due primarily to the booking of the
final phase of an order from a government research laboratory. Communication
orders decreased $4.4 million or 17.3% from the first quarter of Fiscal 2001
due to reduced capital spending by the Companys customers driven by current
economic conditions. Medical, electronic countermeasures and industrial orders
also decreased by $1.9 million, $0.7 million and $1.9 million, respectively,
due primarily to timing of order releases from quarter to quarter. 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 December 28, 2001, the Company had an order backlog of $157.0 million,
representing approximately seven-and-a-half months of sales, compared to order
backlog of $166.8 million, or approximately eight months of sales, as of
December 29, 2000. Order backlog increased during the first quarter of Fiscal
2002 by $5.5 million from $151.5 million at the end of Fiscal 2001.

Sales for the first quarter of Fiscal 2002 were $66.2 million, an increase of
$5.8 million, or 9.6%, from the same period in Fiscal 2001. This increase was
driven primarily by sales in the communications and scientific markets, which
demonstrated growth of 20.1% and 113.9% respectively, compared to the first
quarter of Fiscal 2001.Sales in the communications market for the first
quarter of Fiscal 2002 included the final units of the XM Radio project, which
contributed sales of approximately $5.0 million. Sales to

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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)

the Companys other markets were up slightly on average from the first quarter
of Fiscal 2001.

Gross profit for the first quarter of Fiscal 2002 was $14.2 million, or 21.4%
of sales, consistent with the $12.8 million, or 21.2% of sales, earned in the
first quarter of Fiscal 2001. Margin fluctuations are expected due to the mix
of products sold during any quarter.

Operating costs and expenses were $9.9 million, or 14.9 % of sales, for the
first quarter of Fiscal 2002 as compared to $9.6 million, or 15.9 % of sales,
for the first quarter of Fiscal 2001. This improvement as a percentage of
sales reflects the cost savings resulting from the Companys cost cutting
measures implemented in the latter half of Fiscal 2001 and in the first quarter
of Fiscal 2002. The reduction in expenses was offset in part by approximately
$370,000 associated with the relocation of the Satcom Division operation from
Palo Alto, California to the facility in Ontario, Canada.

Earnings before interest, income taxes, depreciation and amortization
(EBITDA)1 for the first quarter of Fiscal 2002 were $7.5 million, or 11.3% of
sales, compared to $6.3 million, or 10.5% of sales, for the first quarter of
Fiscal 2001. This increase in EBITDA can be attributed to the improved sales
volume coupled with the impact of lower operating costs in the current quarter.

Net loss was $1.0 million for Fiscal 2002 compared to a net loss of $2.4
million for Fiscal 2001. The decrease in the net loss from the first quarter of
Fiscal 2001 resulted from improved operating income and reduced interest
expense partially offset by an increase in tax expense as a result of a U.S.
tax gain on the sale of the Satcom Division to Canada.

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 quarter of Fiscal 2002, CPIs net loss before taxes was $172,000, which
was approximately $182,000 lower than Holdings net loss before taxes of
$354,000. As a result of this transaction, operating costs for CPI were
approximately $346,000 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 $528,000
lower than that of Holding. The decrease primarily relates to the fact that
Holdings interest expense figure includes interest paid on the mortgage
financing of the San Carlos facility. All other operations data for CPI is
consistent with Holdings for the first quarter of Fiscal 2002.

FINANCIAL CONDITION

Cash flows provided by operating activities for the first quarter of Fiscal
2002 were $9.8 million, an increase of $8.6 million from the $1.2 million
provided by operating activities during the first quarter of Fiscal 2001. The
positive cash flow was generated primarily from reductions in accounts
receivable and inventories, offset by decreases in accounts payable and advance
payments from customers.

Investing activities were comprised principally of investment in property,
plant and equipment totaling



---

|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)

$664,000 for the first quarter of Fiscal 2002. Purchases of property, plant and equipment were down
slightly from approximately $896,000 in the first quarter of Fiscal 2001. The
Company currently anticipates that capital expenditure requirements for Fiscal
2002 will be approximately $4.5 million, similar to the amounts spent in Fiscal
2001 and 2000 for normal operations.

Financing activities during the first quarter of Fiscal 2002 were related to
repayments on the Companys secured credit facility (Credit Facility) of $8.3
million and repayments on capital leases of $257,000.

During Fiscal 2001, the Company relocated its administrative offices into a
single building in Palo Alto and as a result, is actively looking to sublease
up to 52,300 square feet of office space. Also during Fiscal 2001, the Company
relocated its Satcom Divisions production operation from Palo Alto, California
to its facility in Ontario, Canada. The relocation is substantially complete,
however additional expenses of $300,000 to $500,000 are expected to be incurred
during the remainder of Fiscal 2002.

The Companys short-term debt includes mortgage financing of $18.0 million and
senior term loans of $20.0 million that expire on June 1, 2002 and December 22,
2002, respectively. 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 the obligations.

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.

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 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.

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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)

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.

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,
except, 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 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

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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)

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. If any of the following
risks actually occur, the Companys business, results of operations, or
financial condition would likely
suffer and actual results could differ materially from those projected.

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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)




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) |  | None                                                                         
|--- |  | -----------------------------------------------------------------------------
|   
|(b) |  | Reports on Form 8-K:                                                         
|   
|    |  | No reports were filed on Form 8-K during the quarter ended December 28,
2001.

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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, INC.                                     
|
| | By:                                                                          | /s/ Bart F. Petrini
| |                                                                             
| | Bart F. Petrini
Chief Executive Officer and President
Date: February 8, 2002

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

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