ENDWAVE CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.2

ENDWAVE CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

          On April 30, 2009, Endwave Corporation (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Microsemi Corporation (“Microsemi”), pursuant to which Microsemi purchased Endwave’s defense and security business (the “Business”), including all of the outstanding capital stock of Endwave Defense Systems, Inc. (“EDSI”). As consideration, Microsemi assumed certain liabilities associated exclusively with the Business and paid $28 million in cash.

          The unaudited pro forma condensed consolidated balance sheet information gives effect to the sale of the Business as if the sale of the assets and liabilities of the Business occurred on December 31, 2008 and is based upon the historical balance sheet data of the Company and its subsidiaries as of December 31, 2008. The unaudited pro forma condensed consolidated statement of operations information gives effect to the sale of the Business as if the sale of the assets and liabilities of the Business occurred on January 1, 2008 and is based upon the historical statement of operations data of the Company and its subsidiaries for the year ended December 31, 2008.

          The unaudited pro forma condensed financial information presented herein is shown for illustrative purposes only and is not necessarily indicative of the results that might have been achieved by the Company if the sale had been consummated as of the indicated dates, nor is it necessarily indicative of future operating results or financial position of the Company. The unaudited pro forma condensed consolidated financial information is based on and should be read in conjunction with the historical audited consolidated financial statements of the Company as of and for the year ended December 31, 2008, together with the related notes thereto, which were filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

          The unaudited pro forma condensed consolidated financial statements have been prepared by the Company based upon available information and certain assumptions that management believes are reasonable in the circumstances.

ENDWAVE CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     1. Basis of Presentation

          Effective April 30, 2009, Endwave Corporation (the “Company”) sold certain assets and liabilities relating to its defense and security business (the “Business”) for a purchase price of $28 million. The assets included the accounts receivable, inventory, fixed assets and other assets, customer agreements and employees related to the operation of the Business and the liabilities included accounts payable, warranty obligations and other liabilities. Based on their current net book value, the disposition of these assets resulted in a gain of approximately $18.2 million.

     2. Pro Forma Adjustments

	(A)		To reflect the cash received from the sale of the Business and the sale of the assets and liabilities of the Business, as if the transaction had occurred December 31, 2008.
	(B)		To reflect the elimination of the revenues, costs and expenses relating to the Business, as if the transaction had occurred on January 1, 2008. The statement of operations does not include the gain on disposal or the costs related to the transaction.

ENDWAVE CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2008
(In thousands)

		Historical								Pro Forma
		Endwave				Pro Forma				Endwave
		Corporation				Adjustments				Corporation
ASSETS
Current assets:
Cash and cash equivalents		$	33,998			$	26,268	(A)		$	60,266
Short-term investments			11,350							$	11,350
Accounts receivable, net			4,762				(2,215	)(A)		$	2,547
Inventories			14,454				(5,024	)(A)		$	9,430
Other current assets			738				(63	)(A)			675
Total current assets			65,302				18,966				84,268
Property, plant and equipment			4,220				(2,084	)(A)		$	2,136
Other assets, net			218				(62	)(A)		$	156
Restricted cash			600				—				600
Total assets		$	70,340			$	16,820			$	87,160
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	2,263			$	(1,224	)(A)		$	1,039
Accrued warranty			2,439				(646	)(A)		$	1,793
Accrued compensation			2,811							$	2,811
Other current liabilities			713				(139	)(A)			574
Total current liabilities			8,226				(2,009	)			6,217
Other long-term liabilities			73				(18	)(A)			55
Total liabilities			8,299				(2,027	)			6,272
Stockholders’ equity:
Common stock			9							$	9
Additional paid-in capital			349,855							$	349,855
Accumulated other comprehensive loss			42							$	42
Accumulated deficit			(287,865	)			18,847	(A)			(269,018	)
Total stockholders’ equity			62,041				18,847				80,888
Total liabilities and stockholders’ equity		$	70,340			$	16,820			$	87,160

ENDWAVE CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2008
(In thousands, except per share amounts)

		Historical								Pro Forma
		Endwave				Pro Forma				Endwave
		Corporation				Adjustments				Corporation
Revenues:
Product revenues		$	57,559			$	(18,964	)(B)		$	38,595
Development fees			696				(638	)(B)			58
Total revenues			58,255				(19,602	)			38,653
Costs and expenses:
Cost of product revenues			41,495				(16,090	)(B)			25,405
Cost of product revenues, amortization of intangible assets			596				—				596
Research and development			11,878				(4,845	)(B)			7,033
Selling, general and administrative			13,474				(3,558	)(B)			9,916
Amortization of intangible assets			716				—				716
Impairment of goodwill and intangible assets			6,161				—				6,161
Total costs and expenses			74,320				(24,493	)			49,827
Loss from operations			(16,065	)			4,891				(11,174	)
Interest and other income, net			1,248				—				1,248
Loss before income tax benefit			(14,817	)			4,891				(9,926	)
Income tax benefit			(66	)			—				(66	)
Net loss		$	(14,751	)		$	4,891			$	(9,860	)
Basic and diluted net loss per share		$	(1.60	)						$	(1.07	)
Shares used in computing per share amounts			9,211								9,211