Condensed Consolidating Financial Statements

The Company has $450.0 million in outstanding Notes (see Note 8 - Debt). The Notes are guaranteed by the Subsidiary Guarantors and are collateralized by the assets of all of the Company’s 100% owned subsidiaries. The Notes are fully and unconditionally guaranteed on a joint and several basis by each Subsidiary Guarantor and the Company. There are no contractual restrictions with respect to the Notes limiting cash transfers from Subsidiary Guarantors to the Company by dividends, loans or advances. The Notes are not guaranteed by the Company’s foreign subsidiaries (the “Non-Guarantor Subsidiaries”).

The following tables present condensed consolidating financial statements for the parent company, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries, respectively. The condensed consolidating financial information below follows the same accounting policies as described in the condensed consolidated financial statements, except for the use of the equity method of accounting to reflect ownership interests in 100% owned subsidiaries, which are eliminated upon consolidation. Also, as discussed in Note 2 - Discontinued Operations, the following condensed consolidating financial statements reflect the disposition of the Herley Entities as discontinued operations.

Condensed Consolidating Balance Sheet September 25, 2016 (Unaudited) (in millions)

	Parent Company		Subsidiary Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	15.7	$	(1.5	)	$	6.3	$	—		$	20.5
Accounts receivable, net	—		177.0			31.0		—			208.0
Amounts due from affiliated companies	208.6		—			—		(208.6		)	—
Inventoried costs	—		38.0			20.5		—			58.5
Other current assets	6.4		14.8			2.2		—			23.4
Total current assets	230.7		228.3			60.0		(208.6		)	310.4
Property, plant and equipment, net	1.8		38.7			6.8		—			47.3
Goodwill	—		442.6			40.8		—			483.4
Intangible assets, net	—		26.9			—		—			26.9
Investment in subsidiaries	451.9		65.8			—		(517.7		)	—
Other assets	0.6		7.3			—		—			7.9
Total assets	$	685.0	$	809.6		$	107.6	$	(726.3	)	$	875.9
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	3.2	$	37.3		$	6.7	$	—		$	47.2
Accrued expenses	13.4		40.2			3.2		—			56.8
Accrued compensation	3.9		25.3			3.7		—			32.9
Billings in excess of costs and earnings on uncompleted contracts	—		39.5			3.0		—			42.5
Amounts due to affiliated companies	—		179.2			29.4		(208.6		)	—
Other current liabilities	0.6		4.0			1.6		—			6.2
Current liabilities of discontinued operations	1.7		—			0.1		—			1.8
Total current liabilities	22.8		325.5			47.7		(208.6		)	187.4
Long-term debt, net of current portion	444.0		—			1.0		—			445.0
Other long-term liabilities	10.4		20.2			5.1		—			35.7
Non-current liabilities of discontinued operations	3.7		—			—		—			3.7
Total liabilities	480.9		345.7			53.8		(208.6		)	671.8
Total stockholders’ equity	204.1		463.9			53.8		(517.7		)	204.1
Total liabilities and stockholders’ equity	$	685.0	$	809.6		$	107.6	$	(726.3	)	$	875.9

Condensed Consolidating Balance Sheet December 27, 2015 (Unaudited) (in millions)

	Parent Company		Subsidiary Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	22.5	$	(4.8	)	$	10.8	$	—		$	28.5
Accounts receivable, net	—		179.0			27.8		—			206.8
Amounts due from affiliated companies	207.8		—			—		(207.8		)	—
Inventoried costs	—		36.9			18.7		—			55.6
Other current assets	16.4		11.7			1.4		—			29.5
Total current assets	246.7		222.8			58.7		(207.8		)	320.4
Property, plant and equipment, net	2.0		47.5			6.7		—			56.2
Goodwill	—		442.6			40.8		—			483.4
Intangible assets, net	—		36.5			—		—			36.5
Investment in subsidiaries	477.8		60.3			—		(538.1		)	—
Other assets	0.7		6.1			—		—			6.8
Total assets	$	727.2	$	815.8		$	106.2	$	(745.9	)	$	903.3
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	4.3	$	36.5		$	7.5	$	—		$	48.3
Accrued expenses	4.7		29.3			3.0		—			37.0
Accrued compensation	4.1		29.2			3.5		—			36.8
Billings in excess of costs and earnings on uncompleted contracts	—		37.1			5.2		—			42.3
Amounts due to affiliated companies	—		175.7			32.1		(207.8		)	—
Other current liabilities	4.3		0.2			1.6		—			6.1
Current liabilities of discontinued operations	1.8		—			0.1		—			1.9
Total current liabilities	19.2		308.0			53.0		(207.8		)	172.4
Long-term debt, net of current portion	442.4		—			1.7		—			444.1
Other long-term liabilities	7.3		18.0			3.2		—			28.5
Non-current liabilities of discontinued operations	4.1		—			—		—			4.1
Total liabilities	473.0		326.0			57.9		(207.8		)	649.1
Total stockholders’ equity	254.2		489.8			48.3		(538.1		)	254.2
Total liabilities and stockholders’ equity	$	727.2	$	815.8		$	106.2	$	(745.9	)	$	903.3

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended September 25, 2016 (Unaudited) (in millions)

	Parent Company			Subsidiary Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis		Eliminations			Consolidated
Service revenues	$	—		$	84.3		$	2.9	$	—		$	87.2
Product sales	—			67.8			12.4		(2.0		)	78.2
Total revenues	—			152.1			15.3		(2.0		)	165.4
Cost of service revenues	—			62.9			1.8		—			64.7
Cost of product sales	—			67.7			9.1		(2.0		)	74.8
Total costs	—			130.6			10.9		(2.0		)	139.5
Gross profit	—			21.5			4.4		—			25.9
Selling, general and administrative expenses	0.2			33.3			2.2		—			35.7
Research and development expenses	—			3.1			0.1		—			3.2
Operating income (loss) from continuing operations	(0.2		)	(14.9		)	2.1		—			(13.0		)
Other income (expense):
Interest expense, net	(8.7		)	—			—		—			(8.7		)
Other income, net	—			0.1			—		—			0.1
Total other income (expense), net	(8.7		)	0.1			—		—			(8.6		)
Income (loss) from continuing operations before income taxes	(8.9		)	(14.8		)	2.1		—			(21.6		)
Provision for income taxes from continuing operations	0.1			1.7			0.1		—			1.9
Income (loss) from continuing operations	(9.0		)	(16.5		)	2.0		—			(23.5		)
Loss from discontinued operations	—			(0.1		)	—		—			(0.1		)
Equity in net income (loss) of subsidiaries	(14.6		)	2.0			—		12.6			—
Net income (loss)	$	(23.6	)	$	(14.6	)	$	2.0	$	12.6		$	(23.6	)
Comprehensive income (loss)	$	(23.7	)	$	(14.6	)	$	1.9	$	12.7		$	(23.7	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended September 27, 2015 (Unaudited) (in millions)

	Parent Company			Subsidiary Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis		Eliminations			Consolidated
Service revenues	$	—		$	84.4		$	3.0	$	—		$	87.4
Product sales	—			61.5			14.0		(1.2		)	74.3
Total revenues	—			145.9			17.0		(1.2		)	161.7
Cost of service revenues	—			63.4			2.0		—			65.4
Cost of product sales	—			46.4			10.7		(1.2		)	55.9
Total costs	—			109.8			12.7		(1.2		)	121.3
Gross profit	—			36.1			4.3		—			40.4
Selling, general and administrative expenses	3.7			29.5			2.1		—			35.3
Research and development expenses	—			3.4			0.1		—			3.5
Operating income (loss) from continuing operations	(3.7		)	3.2			2.1		—			1.6
Other income (expense):
Interest expense, net	(9.5		)	—			—		—			(9.5		)
Loss on extinguishment of debt	(3.4		)	—			—		—			(3.4		)
Other income (expense), net	1.4			(1.1		)	—		—			0.3
Total other income (expense), net	(11.5		)	(1.1		)	—		—			(12.6		)
Income (loss) from continuing operations before income taxes	(15.2		)	2.1			2.1		—			(11.0		)
Provision for income taxes from continuing operations	(14.9		)	(1.1		)	0.7		—			(15.3		)
Income (loss) from continuing operations	(0.3		)	3.2			1.4		—			4.3
Income (loss) from discontinued operations	78.1			(27.3		)	—		—			50.8
Equity in net income (loss) of subsidiaries	(22.7		)	1.4			—		21.3			—
Net income (loss)	$	55.1		$	(22.7	)	$	1.4	$	21.3		$	55.1
Comprehensive income (loss)	$	55.2		$	(22.7	)	$	1.5	$	21.2		$	55.2




Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Nine Months Ended September 25, 2016 (Unaudited) (in millions)
	Parent Company			Subsidiary Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis		Eliminations			Consolidated
Service revenues	$	—		$	244.0		$	14.0	$	—		$	258.0
Product sales	—			195.8			38.4		(5.6		)	228.6
Total revenues	—			439.8			52.4		(5.6		)	486.6
Cost of service revenues	—			179.6			9.8		—			189.4
Cost of product sales	—			165.9			29.9		(5.6		)	190.2
Total costs	—			345.5			39.7		(5.6		)	379.6
Gross profit	—			94.3			12.7		—			107.0
Selling, general and administrative expenses	4.0			109.1			7.0		—			120.1
Research and development expenses	—			9.9			0.2		—			10.1
Operating income (loss) from continuing operations	(4.0		)	(24.7		)	5.5		—			(23.2		)
Other income (expense):
Interest expense, net	(26.0		)	(0.1		)	—		—			(26.1		)
Other income (expense), net	—			(0.1		)	0.7		—			0.6
Total other income (expense), net	(26.0		)	(0.2		)	0.7		—			(25.5		)
Income (loss) from continuing operations before income taxes	(30.0		)	(24.9		)	6.2		—			(48.7		)
Provision for income taxes from continuing operations	0.2			6.4			0.7		—			7.3
Income (loss) from continuing operations	(30.2		)	(31.3		)	5.5		—			(56.0		)
Loss from discontinued operations	(0.1		)	(0.1		)	—		—			(0.2		)
Equity in net income (loss) of subsidiaries	(25.9		)	5.5			—		20.4			—
Net income (loss)	$	(56.2	)	$	(25.9	)	$	5.5	$	20.4		$	(56.2	)
Comprehensive income (loss)	$	(56.4	)	$	(25.9	)	$	5.3	$	20.6		$	(56.4	)




Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Nine Months Ended September 27, 2015 (Unaudited) (in millions)
	Parent Company			Subsidiary Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis		Eliminations			Consolidated
Service revenues	$	—		$	254.6		$	8.9	$	—		$	263.5
Product sales	—			186.5			37.0		(7.4		)	216.1
Total revenues	—			441.1			45.9		(7.4		)	479.6
Cost of service revenues	—			192.0			6.5		—			198.5
Cost of product sales	—			140.7			28.2		(7.4		)	161.5
Total costs	—			332.7			34.7		(7.4		)	360.0
Gross profit	—			108.4			11.2		—			119.6
Selling, general and administrative expenses	9.5			98.0			6.4		—			113.9
Research and development expenses	—			11.3			0.4		—			11.7
Operating income (loss) from continuing operations	(9.5		)	(0.9		)	4.4		—			(6.0		)
Other income (expense):
Interest expense, net	(27.1		)	(0.2		)	—		—			(27.3		)
Loss on extinguishment of debt	(3.4		)	—			—		—			(3.4		)
Other income (expense), net	—			(3.3		)	2.7		—			(0.6		)
Total other income (expense), net	(30.5		)	(3.5		)	2.7		—			(31.3		)
Income (loss) from continuing operations before income taxes	(40.0		)	(4.4		)	7.1		—			(37.3		)
Provision for income taxes from continuing operations	(14.5		)	2.5			0.9		—			(11.1		)
Income (loss) from continuing operations	(25.5		)	(6.9		)	6.2		—			(26.2		)
Income (loss) from discontinued operations	71.3			(23.6		)	2.3		—			50.0
Equity in net income (loss) of subsidiaries	(22.0		)	8.5			—		13.5			—
Net income (loss)	$	23.8		$	(22.0	)	$	8.5	$	13.5		$	23.8
Comprehensive income (loss)	$	24.0		$	(22.0	)	$	8.7	$	13.3		$	24.0

Condensed Consolidating Statement of Cash Flows Nine Months Ended September 25, 2016 (Unaudited) (in millions)

	Parent Company			Subsidiary Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis			Eliminations			Consolidated
Net cash provided by (used in) operating activities from continuing operations	$	(12.0	)	$	5.6		$	(2.3	)	$	—		$	(8.7	)
Investing activities:
Investment in affiliated companies	(1.0		)	—			—			1.0			—
Change in restricted cash	—			0.1			—			—			0.1
Capital expenditures	(0.5		)	(3.2		)	(1.4		)	—			(5.1		)
Net cash provided by (used in) investing activities from continuing operations	(1.5		)	(3.1		)	(1.4		)	1.0			(5.0		)
Financing activities:
Repayment of debt	—			—			(0.8		)	—			(0.8		)
Proceeds from the sale of employee stock purchase plan shares	2.1			—			—			—			2.1
Financings from affiliated companies	—			1.0			—			(1.0		)	—
Net cash provided by (used in) financing activities from continuing operations	2.1			1.0			(0.8		)	(1.0		)	1.3
Net cash flows of continuing operations	(11.4		)	3.5			(4.5		)	—			(12.4		)
Net operating cash flows from discontinued operations	0.3			(0.2		)	—			—			0.1
Net investing cash flows from discontinued operations	4.3			—			—			—			4.3
Net increase (decrease) in cash and cash equivalents	$	(6.8	)	$	3.3		$	(4.5	)	$	—		$	(8.0	)

Condensed Consolidating Statement of Cash Flows Nine Months Ended September 27, 2015 (Unaudited) (in millions)

	Parent Company			Subsidiary Guarantors on a Combined Basis			Non-Guarantors on a Combined Basis			Eliminations			Consolidated
Net cash provided by (used in) operating activities from continuing operations	$	3.8		$	(28.9	)	$	1.7		$	—		$	(23.4	)
Investing activities:
Investment in affiliated companies	(29.9		)	—			—			29.9			—
Change in restricted cash	—			4.7			—			—			4.7
Capital expenditures	(0.5		)	(7.1		)	(0.5		)	—			(8.1		)
Proceeds from sale of assets	—			0.9			—			—			0.9
Net cash provided by (used in) investing activities from continuing operations	(30.4		)	(1.5		)	(0.5		)	29.9			(2.5		)
Financing activities:
Repayment of debt	(41.0		)	—			(0.7		)	—			(41.7		)
Extinguishment of long-term debt	(175.0		)	—			—			—			(175.0		)
Proceeds from the sale of employee stock purchase plan shares	4.0			—			—			—			4.0
Cash paid for contingent acquisition consideration	—			(0.7		)	—			—			(0.7		)
Financing from affiliated companies	—			29.9			—			(29.9		)	—
Other, net	(0.5		)	—			—			—			(0.5		)
Net cash provided by (used in) financing activities from continuing operations	(212.5		)	29.2			(0.7		)	(29.9		)	(213.9		)
Net cash flows of continuing operations	(239.1		)	(1.2		)	0.5			—			(239.8		)
Net operating cash flows from discontinued operations	—			2.2			(0.3		)	—			1.9
Net investing cash flows from discontinued operations	241.0			(0.4		)	(0.3		)	—			240.3
Effect of exchange rate changes on cash and cash equivalents	—			—			(0.1		)	—			(0.1		)
Net increase (decrease) in cash and cash equivalents	$	1.9		$	0.6		$	(0.2	)	$	—		$	2.3