TABLE OF CONTENTS




|                                                  |                                                                                                                                                   |  |  |  |  |  |  | 
|------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                           
|                                                  | Item 1. Business.                                                                                                                                
|                                                  | Item 2. Properties.                                                                                                                              
|                                                  | Item 3. Legal Proceedings.                                                                                                                       
|                                                  | Item 4. Submission of Matters to a Vote of Security Holders.                                                                                     
|PART II                                          
|                                                  | Item 5. Market for Our Common Equity and Related Stockholder Matters.                                                                            
|                                                  | Item 6. Selected Financial Data.                                                                                                                 
|                                                  | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.                                                   
|                                                  | Item 7A. Quantitative and Qualitative Disclosures About Market Risk.                                                                             
|                                                  | Item 8. Financial Statements and Supplementary Data.                                                                                             
|                                                  | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.                                                    
|PART III                                         
|                                                  | Item 10. Directors and Executive Officers of Argo-Tech.                                                                                          
|                                                  | Item 11. Executive Compensation.                                                                                                                 
|                                                  | Item 12. Security Ownership of Certain Beneficial Owners and Management.                                                                         
|                                                  | Item 13. Certain Relationships and Related Transactions.                                                                                         
|PART IV                                          
|                                                  | Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.                                                                       
|INDEX TO FINANCIAL STATEMENTS                    
|                                                  | INDEPENDENT AUDITORS REPORT                                                                                                                     
|                                                  | CONSOLIDATED BALANCE SHEETS OCTOBER 28, 2000 AND OCTOBER 30, 1999                                                                                
|                                                  | CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME FOR THE FISCAL YEARS ENDED OCTOBER 28, 2000, OCTOBER 30, 1999 AND OCTOBER 31, 1998
|                                                  | CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY/(DEFICIENCY) FOR THE FISCAL YEARS ENDED OCTOBER 28, 2000, OCTOBER 30, 1999                       
|                                                  | CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED OCTOBER 28, 2000, OCTOBER 30, 1999 AND OCTOBER 31, 1998                         
|                                                  | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED OCTOBER 28, 2000, OCTOBER 30, 1999 AND OCTOBER 31, 1998                    
|EXHIBIT INDEX                                    
|Exhibit 10.31 - Amend to Amend/Restate Cred Facil
|Exhibit 12 - List of Subsidiaries                



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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K

ANNUAL REPORT PURSUANT TO THE

SECURITIES EXCHANGE ACT OF 1934




|                                           |                              
|------------------------------------------ | -----------------------------
|For the Fiscal Year Ended October 28, 2000 | Commission File No. 333-38223

ARGO-TECH CORPORATION

(Exact Name of Registrant as Specified in Its
Charter)


|                                                                             |  |                                                
|---------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware(State or Other Jurisdiction of
	Incorporation or Organization)      |  | 31-1521125(I.R.S. Employer
	Identification No.)
|                                                                            
|23555 Euclid Avenue, Cleveland, Ohio(Address of Principal Executive Offices) |  | 44117(Zip Code)                                

Registrants Telephone Number, Including Area Code:
(216) 692-6000

Securities Registered Pursuant to Section 12(b) of The Act: None

Securities Registered Pursuant to Section 12(g) of The Act: None

Indicate by checkmark whether the registrant: (1) has filed
all reports 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 requirement for the past
90 days.  Yes 
  No

Indicate by checkmark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Annual
Report on Form 10-K or any amendment to this
Form 10-K.

All of the outstanding capital stock of the registrant is held
by AT Holdings Corporation.

As of January 25, 2001, one share of the Registrants
Common Stock, $.01 par value per share, was outstanding.

Documents incorporated by reference: None



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##### Table of Contents






PART I






Item 1.  Business.


We are a leading designer, manufacturer and servicer of high
performance fuel flow devices for the aerospace industry. We
provide a broad range of products and services to substantially
all commercial and domestic military engine and airframe
manufacturers, to airlines worldwide and to the U.S. and certain
foreign militaries. We are the worlds leading supplier of
main engine fuel pumps to the commercial aircraft industry and
are a leading supplier of airframe products and aerial refueling
systems. Since 1991, until the acquisition of J.C. Carter
Company, Inc., we were primarily a manufacturer of main engine
fuel pumps. In September 1997, we expanded our product lines
through the acquisition of the outstanding capital stock of
Carter, a California corporation. Carters product lines
include airframe pumps and accessories, military aerial
refueling systems and other fuel system components such as
valves and ground fueling components, as well as the production
and service of liquid natural gas pumps. In August 1999, we
acquired the outstanding capital stock of Durodyne, Inc., an
Arizona corporation. Durodyne is a manufacturer of speciality
industrial hose for aerospace, chemical transfer and marine
applications. Durodyne is operated as a subsidiary of Carter. We
also operate a materials laboratory and a business park in
Cleveland, Ohio, where we maintain our headquarters and primary
production facilities.

Main engine fuel pumps are precision mechanical pumps, mounted
to the aircrafts engines that maintain the flow of fuel to
the engine at a precise rate and pressure. Airframe fuel pumps
and airframe accessories are used to transfer fuel to the engine
systems and to shift and control fuel between tanks in order to
maintain aircraft balance. Aerial refueling systems permit
military aerial tankers to refuel fighter, bomber and other
military aircraft while in flight. Ground fueling systems
transfer fuel from fueling trucks and underground tanks to the
underwing fuel receptacle of the aircraft.

Products

Aerospace OEM

Main Engine Fuel Pumps. All Argo-Tech main engine fuel
pumps are designed at our Cleveland facility. These pumps
consist of an aluminum body which is cast by certified
subcontractors. We then machine the casting, add a variety of
gears and other components, and perform rigorous testing at our
Cleveland facility.

We are the sole source supplier of main engine fuel pumps for
all CFM56 series engines, one of the most popular series of
large commercial aircraft engines used today. The CFM56 series
engines power the Airbus A-319, A-320, A-321 and A-340 and the
Boeing 737 aircraft. We are also the sole source supplier of
main engine fuel pumps for all engines used on the Boeing 777
aircraft, including the new longer range Boeing 777.

Our products also include large regional and business jet
applications, including the main engine fuel pumps used on the
BR710 engine, which is used on the high-end Bombardier Canadair
Aerospace Global Express and the Gulfstream Aerospace Corp. V
aircraft. We also supply main engine fuel pumps for the GE
CF34-8 engine program, which is used on the Canadair RJ700
regional and business aircraft, the Embraer ERJ-170 70 passenger
regional jet and the Dornier 528Jet and 728Jet regional
aircraft. We have been selected to supply main engine fuel pumps
for the GE CF34-10 engine which will be used on the Embraer
ERJ-190 and Dornier 928Jet regional aircraft.

Airframe Products.  Fuel pumps and other airframe
fuel transfer control systems in the airframe are necessary to
transfer fuel to the engine systems and to maintain aircraft
balance by shifting fuel between tanks. We manufacture boost and
transfer fuel pumps and fuel transfer control components,
including fuel flow proportioners, fuel system gate assemblies,
and a variety of airframe valves, adapters, nozzles and caps.
These components are used to manage storage, fueling, transfer
and engine feed functions during ground and flight operations.
The acquisition of Carter in September 1997 significantly
increased our presence in the airframe fuel transfer control
systems market.

Aerial Refueling Systems.  We are a major supplier
of components for aerial refueling systems, which are produced
only for military applications. Aerial refueling components we
manufacture, including pumps and

1



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New Products.  We are continually developing new
market opportunities, which include lube oil and scavenge pumps
as well as fuel flow dividers. Lube oil and scavenge pumps
supply lubrication to aerospace and industrial gas turbine
engine components. Fuel flow dividers divide fuel flow into
precisely metered portions for more efficient combustion and
lower emissions. We secured a contract with Rolls-Royce to
supply components on an industrial power generation platform
which is currently in production. Due to aggressive marketing
and an established record of performance with our engine
customers, we have also gained entry into the land-based gas
turbine business, securing development and production contracts
with GE, Pratt and Whitney, Rolls-Royce and Siemens Westinghouse.

Ground Fueling Products

We manufacture various ground fueling hydrants, couplers and
nozzles for commercial and military airports around the world.
Ground fueling systems are used to transfer fuel from
underground fuel tanks and ground fueling trucks to the
underwing fuel receptacle of the aircraft. In addition to
nozzles, couplers and hydrants, we also sell pressure control
valves and systems. We have also developed the AVR2000 Aviation
Refueling Management System, a hardware and software system for
customized fuel utilization management, data collection and
billing.

New Products.  We recently developed digital
pressure control valves. These valves incorporate a
microprocessor to enhance fuel flow control and allow for
accurate measurement of pressure into fuel tanks. In addition,
we have identified three new potential product applications for
our ground fueling technology: railroad fuel transfers, fueling
of off-road construction and mining equipment and liquified
natural gas nozzles and receptacles for use on alternative fuel
vehicles.

Industrial

We have been widely recognized as a leading designer and
supplier of high performance submerged motor pumps for liquefied
gas. In 1987, we sold the original equipment manufacture (OEM)
business for industrial liquid natural gas pumps installed
outside North America. However, an agreement concluded in
January 2000 has allowed us to re-enter the OEM business. The
sale of OEM pumps will add to our current business of providing
spare parts, testing, and performing upgrade and repair services
on our existing installed base of pumps.

Aftermarket Sales

Aftermarket sales comprise the largest component of our
business. Aftermarket sales consist of spare parts sales and
overhaul, retrofit, repair and technical support services to
commercial and military customers worldwide. We overhaul and
repair approximately 25% of the Argo-Tech products we
manufacture. We also perform overhaul services for products
manufactured by third parties.

Customers

Aerospace

OEM customers for our aerospace products include the
worlds major aircraft engine manufacturers: Allison
Engine, GE, Pratt and Whitney (including Pratt and Whitney
Canada), Rolls-Royce, SNECMA/GE (CFMI) and Williams
International Corp. Customers for our airframe pumps and valves
include Airbus, Boeing, Cessna, Gulfstream, Lear Corp., Lockheed
Martin, Raytheon and various U.S. government agencies. Orders
for military components come through customers such as Lockheed
Martin, Boeing and Pratt and Whitney. Our aftermarket customers
include all major aircraft and engine repair facilities and all
major airlines worldwide. Currently, the total number of airline
and third party customers for our spare parts and overhaul
services exceeds 200.

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Upsilon International Corporation, in its capacity as
distributor of certain of our products to foreign customers,
accounted for approximately 14% of our net revenues for the
fiscal year ended October 28, 2000. One other customer,
SNECMA/GE (CFMI), accounted for more than 10% of our revenues
during this period.

Ground Fueling

Most ground fueling products are sold to customers through
independent distributors. Customers in the domestic markets
include a variety of airlines, airports and various fixed base
operators. In international markets, our ground fueling products
are purchased by several oil companies, including several
state-run oil companies and airport authorities.

Industrial

The industrial customer base includes shipping vessels operated
by domestic and foreign carriers, liquefied gas ship loading
terminal owners, liquefied gas receiving terminals,
petrochemical plants, large architectural and engineering
companies worldwide and electric power generation companies.

Sales and Marketing

Engine and airframe OEMs select suppliers of aerospace
components primarily on the basis of custom design capabilities,
product quality and performance, prompt delivery, price and
aftermarket service. We believe that we meet these requirements
in a timely, responsive manner which has resulted in an
extensive installed base of components and substantial
aftermarket sales.

We market and sell our aerospace and ground fueling products and
services through a combination of direct marketing, sales
personnel, independent manufacturing representatives and U.S.
and international distributors. We supply spare parts directly
to domestic airlines and third-party overhaul shops. Foreign
customers that purchase Argo-Tech products receive their spare
parts through Upsilon International, which operates a
distribution facility in Torrance, California. Foreign customers
receive spare parts for Carter aerospace products directly from
our Costa Mesa facility.

Suppliers and Raw Materials

We use a certified supplier program that demands a commitment to
100% quality and on-time deliveries. Supplier performance is
measured by our comprehensive supplier rating system. Currently,
our supplier base includes approximately 600 companies.

Our largest expenditure for Carter products relates to
outsourcing of component machining. We have derived significant
savings by taking advantage of advances in machining
technologies and by coordinating engineering with our suppliers.
Three long term suppliers provide most of the component
machining for Carter products.

Aluminum castings are the highest volume raw material supplied
to us for the manufacture of Argo-Tech products. Five certified
suppliers provide these castings under long-term arrangements.
We also buy quantities of steel bar stock to produce gears and
shafts from multiple producers. However, CPM-10V, a powdered
metal essential for the manufacture of certain of our main
engine fuel pumps, is a proprietary product available only from
Crucible Specialty Metals. We do not have a contractual
arrangement with Crucible Specialty Metals, but we purchase
CPM-10V pursuant to standard purchase orders. Another material
has been identified as an alternative to CPM-10V, but that
material has not yet been certified by our customers.

Manufacturing

We manufacture a major portion of our Argo-Tech products at our
Cleveland facility. This facility houses our senior management
and the majority of our aerospace engineering and design staff,
sales team, and production and main distribution facilities.
This facility is organized around four manufacturing
cells that operate bearing, gear, housing and shaft
productions. By creating cells, the necessary people, machinery,
materials and methods are organized into four distinct business
teams. Within each manufacturing cell are members from each of
the Manufacturing, Quality, Production Control, Statistical
Process Control, and

3



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In contrast to our substantial reliance on internal
manufacturing of Argo-Tech products, we outsource most of the
machining and pre-assembly production of Carter products to
external providers. However, we do maintain internal equipment
capacity at our Costa Mesa facility, which enables us to produce
small quantity, quick turn components and to reduce
setup/breakdown times on smaller jobs. We have lowered the cost
of Carter products by outsourcing capital intensive tasks such
as casting and machining, while completing final assembly and
testing on the premises.

In addition to our manufacturing facilities, we maintain
sophisticated testing facilities at our Cleveland, Ohio,
Inglewood, California and Costa Mesa, California locations.
These testing facilities allow for simulation of typical
conditions and stresses that will be endured by our products
during use. Our products are also thoroughly tested for design
compliance, performance and durability. To facilitate quality
control and product development, we maintain a sophisticated
chemistry and metallurgy laboratory at our Cleveland facility.
The equipment at this laboratory includes a scanning electron
microscope.

We have obtained and preserved our ISO certifications, which are
becoming a prerequisite for selling to customers located in
Europe. ISO-9001 certifications are recognized by most of our
customers, as well as by the FAA and U.S. government supply
organizations, as the most widely accepted replacement for the
Military Standards formerly used in the aerospace industry.

Environmental Matters

Our operations are subject to federal, state and local
environmental laws and to regulation by government agencies,
including the EPA. Among other matters, these regulatory
authorities impose requirements that regulate the emission,
discharge, generation, management, transportation and disposal
of pollutants and hazardous substances. These authorities govern
response actions to hazardous substances which may be or have
been released to the environment, and require us to obtain and
maintain permits in connection with our operations. This
extensive regulatory framework imposes significant compliance
burdens and risks.

Although we believe that our operations and facilities are
currently in compliance in all material respects with applicable
environmental laws, there can be no assurance that future
changes in such laws, regulations or interpretations of such
laws or the nature of our operations will not require us to make
significant additional expenditures to ensure compliance in the
future. Currently, we do not believe that we will have to make
material capital expenditures for environmental remediation for
the 2001 fiscal year.

Our Cleveland facility is currently the subject of environmental
remediation activities. The cost of these activities is the
responsibility of TRW under the terms of the purchase agreement
by which we acquired TRWs Power Accessories Division in
1986. Remediation has been underway since 1989 and is expected
to continue for the foreseeable future. We have not paid for any
material portion of the cost of the remediation and do not
expect to do so in the future. TRW has funded all necessary
remediation costs and we expect that TRW will continue to do so
in the future. We estimate that TRW has spent in excess of
$10 million for environmental remediation at our Cleveland
facility.

The TRW purchase agreement also requires TRW, for a period of
20 years, to indemnify us for:



| |   |                                                                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | costs associated with third party environmental claims relating
	to environmental conditions arising from activities conducted by
	TRW during its operation of its Power Accessories Division that
	have not been conducted by us after our purchase of the assets
	of the division in 1986, and
|
| |  | a portion of the costs associated with third party environmental
	claims arising from activities conducted by TRW and us, the
	portion of the costs to be paid by each party being determined
	based on the length of time each party conducted the activity
	giving rise to the claim.         

To date, there have been no third party environmental claims
relating to us or to the Cleveland facility.

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In March 1986, a two thousand gallon spent underground
storage tank was removed from our Costa Mesa facility. Petroleum
hydrocarbon soil contamination was discovered during the removal
of the tank, prompting the Orange County Health Care Agency to
require a site assessment. Subsequent site investigations
revealed that groundwater underlying the site is impacted by
trichloroethene and perchloroethylene. In 1990, the Regional
Water Quality Control Board issued a Cleanup and Abatement Order
to Carter relating to the investigation and remediation of
groundwater contamination. To date, the full extent of the
groundwater contamination has not been ascertained. By virtue of
our acquisition of Carter, we have assumed responsibility for
satisfying the cleanup order. However, we have obtained
indemnification from Carters selling stockholders for,
among other things, all costs and expenses related to
satisfaction of the order. However, there can be no assurance
that such indemnification obligations with respect to the
cleanup order will be satisfied. See Risk
FactorsPotential Exposure to Environmental
Liabilities.

Patents and Trademarks

We have a number of patents and trademarks and pending patent
applications related to our products. While in the aggregate our
patents and trademarks are of material importance to our
business, we believe no single patent or trademark or group of
patents or trademarks is of material importance to our business
as a whole.

Government Regulations

The commercial aerospace industry is highly regulated by both
the FAA in the United States and by the Joint Aviation
Authorities in Europe, while the military aerospace industry is
governed by military quality (ISO-9000) specifications. We are
required to be certified by one or more of these entities, and,
in some cases, by individual OEMs, in order to engineer and
service parts and components used in specific aircraft models.
We must also satisfy the requirements of our customers,
including OEMs and airlines, that are subject to FAA
regulations, and provide these customers with products and
services that comply with the government regulations applicable
to commercial flight operations. In addition, the FAA requires
that various maintenance routines be performed on aircraft
components. We currently satisfy or exceed these maintenance
standards in our repair and overhaul services. Several of our
operating divisions include FAA-approved repair stations.

Our aviation and metals operations are also subject to a variety
of worker and community safety laws. The Occupational Safety and
Health Act of 1970 (OSHA) mandates general
requirements for safe workplaces for all employees. In addition,
OSHA provides special procedures and measures for the handling
of certain hazardous and toxic substances. We believe that our
operations are in material compliance with OSHAs health
and safety requirements.

Competition

Competition among aerospace component manufacturers is based on
product quality, reliability and on-time delivery. Our primary
main engine fuel pump competitors are Hamilton Sundstrand, BF
Goodrich Company and TRW. Hamilton Sundstrand is our closest
competitor in the main engine fuel pump market.

Competitors in our other product lines range in size from
divisions of large corporations to small privately held
entities, with only one or two components in their entire
product line. Our primary airframe pump competitors are
FR-HiTemp Limited, Crane-Hydroaire and Intertechnique, S.A.; our
primary airframe valve competitors are Parker-Hannifin
Corporation, ITT Aerospace Controls and Whittaker Controls; our
primary ground fueling competitor is Whittaker; and our primary
aerial refueling competitor is Parker-Hannifin.

Backlog

We believe that unfilled orders are not necessarily an indicator
of future shipment levels of our products. As customers demand
shorter lead times and flexibility in delivery schedules, they
have also revised their purchasing practices. As a result,
notification of firm orders may occur only within thirty to
sixty days of delivery. In addition, due to the government
funding process, backlog can vary on a period to period basis
depending on the stage of completion of the contracts
represented by such backlog. Therefore, we believe that the
backlog of

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Employees

As of October 28, 2000, we had 707 full-time employees of
which 431 are salaried and 276 are hourly. The 185 hourly
employees located at our Cleveland facility are represented by
the UAW under a collective bargaining agreement expiring on
March 31, 2004 and have an average of over 18 years of
experience in the industry.




Item 2.  Properties.

We own and operate a 150-acre business park in Cleveland, Ohio,
which includes 1.8 million square feet of engineering,
manufacturing and office space. We occupy approximately 475,000
square feet for our main engine fuel pump business and lease
almost one million square feet of the facility to third parties.
We believe that this facilitys machinery, plants and
offices are in satisfactory operating condition. We also believe
that it has sufficient capacity to meet our foreseeable future
needs without significant additional capital expenditures.

We also own a 9.2 acre facility in Costa Mesa, California, which
encompasses 165,000 covered square feet. We manufacture certain
of our airframe products and accessories, ground fueling and
aerial refueling equipment at this facility. We believe that our
Costa Mesa facility has sufficient capacity to permit further
growth in those product lines without significant additional
capital expenditures.

Durodynes leased facility in Tucson, Arizona encompasses
85,000 square feet and includes available space for expansion.
We manufacture specialty industrial hose for aerospace, chemical
transfer and marine applications at this facility. We believe
this facility has sufficient capital and capacity to permit
further growth in those product lines without significant
additional capital expenditures.

Our Inglewood, California leased facility occupies approximately
10,000 square feet and includes available space for expansion.
Its primary purpose is to repair and overhaul main engine fuel
pumps owned by airline customers. Inglewoods assets
include test stands for testing fuel pumps after overhaul and a
small machine shop for simple rework of pump components.

A leased facility at Henley-on-Thames, England occupies
approximately 4,500 square feet. Its primary activities are the
design, development and support of aviation refueling management
systems.




Item 3.  Legal Proceedings.

While we are not presently involved in any material legal
proceedings, during the ordinary course of business, we are,
from time to time, threatened with, or may become a party to,
legal actions and other proceedings.




Item 4.  Submission of Matters to a Vote of
Security Holders.

No matter was submitted during the fourth quarter of the fiscal
year covered by this report to a vote of our security holders.

6



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##### Table of Contents






PART II




Item 5.  Market for Our Common Equity and Related
Stockholder Matters.

We are a wholly owned subsidiary of AT Holdings Corporation. We
have no equity securities that trade.




Item 6.  Selected Financial Data.

Selected Historical Financial and Other Data of Argo-Tech
Corporation

The following table sets forth selected historical financial and
other data of Argo-Tech for the fiscal years 1996 through 2000,
which have been derived from our audited consolidated financial
statements for those years. Our fiscal year ends on the last
Saturday in October and is identified according to the calendar
year in which it ends. For example, the fiscal year ended
October 28, 2000 is referred to as fiscal 2000.
The fiscal year ended October 28, 2000 consisted of
52 weeks, the fiscal year ended October 31, 1998
consisted of 53 weeks and the remaining fiscal years presented
consisted of 52 weeks. The information presented below
should be read together with Managements Discussion
and Analysis of Financial Condition and Results of
Operations and the consolidated financial statements and
related notes included elsewhere herein.

|                                        |                                                           |                        |   |             |   |             |   |             |   |             |   |         |   |  |   |          |   |  |   |         |  
|--------------------------------------- | --------------------------------------------------------- | ---------------------- | - | ----------- | - | ----------- | - | ----------- | - | ----------- | - | ------- | - |  | - | -------- | - |  | - | ------- | -
|                                        |                                                           |                       
|                                        |                                                           | Fiscal Year Ended     
|                                        |                                                           |                       
|                                        |                                                           | October 28,            |   | October 30, |   | October 31, |   | October 25, |   | October 26,
|                                        |                                                           | 2000                   |   | 1999        |   | 1998        |   | 1997        |   | 1996       
|                                        |                                                           |                        |   |             |   |             |   |             |   |            
|                                        |                                                           |                       
|                                        |                                                           | (Dollars in Thousands)
|                                       
|                                       
|                                       
|                                       
|Statement of Operations Data:           |                                                           |                        |   |             |   |             |   |             |   |             |   |         |   |  |   |          |   |  |   |        
|                                       
|                                       
|                                       
|                                       
|                                        | Net revenues                                              |                        | $ | 159,353     |   |             | $ | 176,178     |   |             | $ | 174,035 |   |  | $ | 117,086  |   |  | $ | 96,437  |  
|                                        |                                                           |                        |   |             |   |             |   |             |   |             |   |         |   |  |   |          |   |  |   |        
|                                        | Gross profit                                              |                        |   | 66,870      |   |             |   | 79,396      |   |             |   | 66,832  |   |  |   | 46,132   |   |  |   | 38,555  |  
|                                       
|                                       
|                                       
|                                       
|                                        | Operating expenses                                        |                        |   | 41,518      |   |             |   | 45,550      |   |             |   | 38,773  |   |  |   | 19,482   |   |  |   | 19,277  |  
|                                        |                                                           |                        |   |             |   |             |   |             |   |             |   |         |   |  |   |          |   |  |   |        
|                                        | Income from operations                                    |                        |   | 25,352      |   |             |   | 33,846      |   |             |   | 28,059  |   |  |   | 26,650   |   |  |   | 19,278  |  
|                                       
|                                       
|                                       
|                                       
|                                        | Interest expense                                          |                        |   | 25,644      |   |             |   | 25,003      |   |             |   | 21,030  |   |  |   | 12,827   |   |  |   | 10,138  |  
|                                       
|                                       
|                                       
|                                       
|                                        | Other, net                                                |                        |   | (402        | ) |             |   | (516        | ) |             |   | (268    | ) |  |   | (404     | ) |  |   | (112    | )
|                                       
|                                       
|                                       
|                                       
|                                        | Income tax provision (benefit)                            |                        |   | (642        | ) |             |   | 4,021       |   |             |   | 3,400   |   |  |   | 4,841    |   |  |   | 3,608   |  
|                                       
|                                       
|                                       
|                                       
|                                        | Extraordinary loss(a)                                     |                        |   |            |   |             |   |            |   |             |   |        |   |  |   | 1,529    |   |  |   |        |  
|                                        |                                                           |                        |   |             |   |             |   |             |   |             |   |         |   |  |   |          |   |  |   |        
|                                        | Net income                                                |                        | $ | 752         |   |             | $ | 5,338       |   |             | $ | 3,897   |   |  | $ | 7,857    |   |  | $ | 5,644   |  
|                                        |                                                           |                        |   |             |   |             |   |             |   |             |   |         |   |  |   |          |   |  |   |        
|Balance Sheet Data
	(at end of period): |                                                           |                        |   |             |   |             |   |             |   |             |   |         |   |  |   |          |   |  |   |        
|                                       
|                                       
|                                       
|                                       
|                                        | Total assets                                              |                        | $ | 277,334     |   |             | $ | 294,745     |   |             | $ | 288,195 |   |  | $ | 300,960  |   |  | $ | 167,106 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Working capital                                           |                        |   | 33,277      |   |             |   | 35,378      |   |             |   | 36,917  |   |  |   | 42,647   |   |  |   | 25,531  |  
|                                       
|                                       
|                                       
|                                       
|                                        | Long-term debt (including current maturities)             |                        |   | 264,762     |   |             |   | 276,987     |   |             |   | 227,386 |   |  |   | 248,862  |   |  |   | 107,607 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Redeemable preferred stock                                |                        |   |            |   |             |   |            |   |             |   |        |   |  |   |         |   |  |   | 25,908  |  
|                                       
|                                       
|                                       
|                                       
|                                        | Redeemable common stock                                   |                        |   |            |   |             |   |            |   |             |   | 6,713   |   |  |   | 4,813    |   |  |   | 4,067   |  
|                                       
|                                       
|                                       
|                                       
|                                        | Redeemable ESOP stock, net                                |                        |   | 20,983      |   |             |   | 43,212      |   |             |   | 32,235  |   |  |   | 18,906   |   |  |   | 11,974  |  
|                                       
|                                       
|                                       
|                                       
|                                        | Shareholders equity/(deficiency)(b)                      |                        |   | (58,842     | ) |             |   | (78,955     | ) |             |   | (36,286 | ) |  |   | (27,941  | ) |  |   | (28,219 | )
|                                       
|                                       
|                                       
|                                       
|Other Data:                             |                                                           |                        |   |             |   |             |   |             |   |             |   |         |   |  |   |          |   |  |   |        
|                                       
|                                       
|                                       
|                                       
|                                        | Gross margin                                              |                        |   | 42.0%       |   |             |   | 45.1%       |   |             |   | 38.4%   |   |  |   | 39.4%    |   |  |   | 40.0%   |  
|                                       
|                                       
|                                       
|                                       
|                                        | Adjusted EBITDA(c)                                        |                        | $ | 41,973      |   |             | $ | 52,284      |   |             | $ | 56,940  |   |  | $ | 38,591   |   |  | $ | 29,069  |  
|                                       
|                                       
|                                       
|                                       
|                                        | Adjusted EBITDA margin(d)                                 |                        |   | 26.3%       |   |             |   | 29.7%       |   |             |   | 32.7%   |   |  |   | 33.0%    |   |  |   | 30.1%   |  
|                                       
|                                       
|                                       
|                                       
|                                        | Net cash flows provided by operating activities           |                        | $ | 22,427      |   |             | $ | 15,298      |   |             | $ | 29,771  |   |  | $ | 17,597   |   |  | $ | 15,942  |  
|                                       
|                                       
|                                       
|                                       
|                                        | Net cash flows used in investing activities               |                        |   | (3,025      | ) |             |   | (8,637      | ) |             |   | (5,610  | ) |  |   | (110,252 | ) |  |   | (3,355  | )
|                                       
|                                       
|                                       
|                                       
|                                        | Net cash flows provided by (used in) financing activities |                        |   | (18,101     | ) |             |   | (14,366     | ) |             |   | (21,994 | ) |  |   | 88,460   |   |  |   | (11,000 | )

7



---



##### Table of Contents



|                                                                                        |  |                        |        |             |  |             |        |             |  |             |        |  |  |  |        |  |  |  |       | 
|--------------------------------------------------------------------------------------- |  | ---------------------- | ------ | ----------- |  | ----------- | ------ | ----------- |  | ----------- | ------ |  |  |  | ------ |  |  |  | ----- | 
|                                                                                        |  |                       
|                                                                                        |  | Fiscal Year Ended     
|                                                                                        |  |                       
|                                                                                        |  | October 28,            |        | October 30, |  | October 31, |        | October 25, |  | October 26,
|                                                                                        |  | 2000                   |        | 1999        |  | 1998        |        | 1997        |  | 1996       
|                                                                                        |  |                        |        |             |  |             |        |             |  |            
|                                                                                        |  |                       
|                                                                                        |  | (Dollars in Thousands)
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|Depreciation, goodwill, identified intangibles and deferred
	financing fee amortization |  |                        | 15,635 |             |  |             | 15,973 |             |  |             | 15,279 |  |  |  | 10,960 |  |  |  | 8,653 | 
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|Capital expenditures                                                                    |  |                        | 3,025  |             |  |             | 6,050  |             |  |             | 5,610  |  |  |  | 2,690  |  |  |  | 3,355 | 
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|Cash interest expense(e)                                                                |  |                        | 23,503 |             |  |             | 23,069 |             |  |             | 20,040 |  |  |  | 11,940 |  |  |  | 8,947 | 
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|Ratio of Adjusted EBITDA to cash interest expense                                       |  |                        | 1.8x   |             |  |             | 2.3x   |             |  |             | 2.8x   |  |  |  | 3.2x   |  |  |  | 3.2x  | 
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|Ratio of earnings to fixed charges(f)                                                   |  |                        | 1.0x   |             |  |             | 1.4x   |             |  |             | 1.3x   |  |  |  | 2.1x   |  |  |  | 1.9x  | 



---



|    |                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The extraordinary loss, net of federal income tax benefits of
	$1,019, relates to the write-off of unamortized debt issuance
	costs of a credit facility that was refinanced on July 18,
	1997.



|    |                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Includes a dividend of $50.0 million to AT Holdings in fiscal
	1999. These funds came from the issuance of $55.0 million in
	principal amount of 8  5/8% senior subordinate notes,
	issued at a 5% discount, due 2007.



|    |                                                                                     
|--- | ------------------------------------------------------------------------------------
|(c) | Adjusted EBITDA represents income from operations plus non-cash
	charges as follows:

|                                                   |  |                        |        |             |  |             |        |             |  |             |        |  |  |   |        |  |  |   |        | 
|-------------------------------------------------- |  | ---------------------- | ------ | ----------- |  | ----------- | ------ | ----------- |  | ----------- | ------ |  |  | - | ------ |  |  | - | ------ | 
|                                                   |  |                       
|                                                   |  | Fiscal Year Ended     
|                                                   |  |                       
|                                                   |  | October 28,            |        | October 30, |  | October 31, |        | October 25, |  | October 26,
|                                                   |  | 2000                   |        | 1999        |  | 1998        |        | 1997        |  | 1996       
|                                                   |  |                        |        |             |  |             |        |             |  |            
|                                                   |  |                       
|                                                   |  | (Dollars in Thousands)
|                                                  
|                                                  
|                                                  
|                                                  
|Income from operations                             |  | $                      | 25,352 |             |  | $           | 33,846 |             |  | $           | 28,059 |  |  | $ | 26,650 |  |  | $ | 19,278 | 
|                                                  
|                                                  
|                                                  
|                                                  
|Depreciation, goodwill and intangible amortization |  |                        | 13,494 |             |  |             | 14,039 |             |  |             | 14,289 |  |  |   | 7,525  |  |  |   | 7,462  | 
|                                                  
|                                                  
|                                                  
|                                                  
|Compensation expense  ESOP                        |  |                        | 2,972  |             |  |             | 4,322  |             |  |             | 3,911  |  |  |   | 2,920  |  |  |   | 2,329  | 
|                                                  
|                                                  
|                                                  
|                                                  
|Write-off of inventory acquisition
	step-up        |  |                        | 155    |             |  |             | 77     |             |  |             | 10,681 |  |  |   | 1,496  |  |  |   |       | 
|                                                   |  |                        |        |             |  |             |        |             |  |             |        |  |  |   |        |  |  |   |        | 
|Adjusted EBITDA                                    |  | $                      | 41,973 |             |  | $           | 52,284 |             |  | $           | 56,940 |  |  | $ | 38,591 |  |  | $ | 29,069 | 
|                                                   |  |                        |        |             |  |             |        |             |  |             |        |  |  |   |        |  |  |   |        | 



---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our Adjusted EBITDA is not intended to represent cash flow from
	operations as defined by generally accepted accounting
	principles and should not be considered as an alternative to net
	income as an indicator of operating performance or to cash flow
	as a measure of liquidity. We have included information
	concerning Adjusted EBITDA because we understand that it is used
	by certain investors as one measure of a borrowers
	historical ability to service its debt. Adjusted EBITDA, as
	presented, may not be comparable to similarly titled measures
	reported by other companies, since not all companies necessarily
	calculate Adjusted EBITDA in an identical manner, and therefore
	is not necessarily an accurate means of comparison between
	companies.



|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|(d) | Adjusted EBITDA margin is computed as Adjusted EBITDA as a
	percentage of net revenues.



|    |                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(e) | Cash interest expense represents interest expense less
	amortization of deferred financing fees of $2,141,000,
	$1,934,000, $990,000, $887,000 and $1,191,000, in the fiscal
	years ended October 28, 2000, October 30, 1999, October 31,
	1998, October 25, 1997 and October 26, 1996,
	respectively.



|    |                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | For purposes of determining the ratio of earnings available to
	cover fixed charges, earnings consist of income before taxes and
	the extraordinary loss plus fixed charges. Fixed charges consist
	of interest on indebtedness including amortization of deferred
	financing fees and fixed loan guarantee fees.

8



---



##### Table of Contents








|        |                                                                                        
|------- | ---------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis of Financial
	Condition and Results of Operations.

Overview

In fiscal 2000, the aerospace business generated approximately
81% of our net revenues. The balance of our net revenues were
generated from sales of ground fueling equipment, certain
industrial products and revenues from the operation of Heritage
Business Park. Approximately 81% of the aerospace revenues were
derived from sales to commercial OEMs and commercial aftermarket
customers, while military revenues represented approximately 19%
of our aerospace revenues.

In fiscal 2000, sales to commercial OEMs represented
approximately 31% of our commercial aerospace revenues. As is
customary in the commercial aerospace industry, we incur
substantial costs, for which we are generally not reimbursed, to
design, test and qualify original equipment for OEMs. Once
qualified, OEM products generally are sold at or below cost of
production in anticipation of receiving orders for commercial
spare parts and overhaul services at significantly higher
margins. Over the approximately 25 year life cycle of an
aircraft program, commercial spare parts and overhaul services
for products we manufacture often generate six or more times the
aggregate net revenues of the OEM program.

In contrast to the practice in the commercial aerospace
industry, we are generally reimbursed for the design, test and
qualification costs of equipment used on military aircraft.
Military original equipment shipments generally are sold at cost
plus a reasonable profit. Due to lower aircraft utilization,
military aftermarket sales are less significant than commercial
aftermarket sales. Aftermarket margins for military products are
at a level higher than original equipment shipments.

General

The following should be read together with Selected
Historical Financial and Other Data of Argo-Tech
Corporation and our Financial Statements and the related
notes included elsewhere in this report. Our fiscal year ends on
the last Saturday of October and is identified according to the
calendar year in which it ends. For example, the fiscal year
ended October 28, 2000 is referred to as fiscal
2000. The fiscal years ended October 28, 2000 and
October 30, 1999 consisted of 52 weeks and the fiscal year ended
October 31, 1998 consisted of 53 weeks.

Our historical financial results are affected by a variety of
factors which impact the aerospace industry, in general, or
Argo-Tech, in particular. Significant factors are:



| |                                                                                 
| | --------------------------------------------------------------------------------
| |   the cyclicality of the commercial aerospace
	industry,                       
|
| |   the funding of new aerospace product development
	programs,                  
|
| |   the formation of our Employee Stock Ownership Plan
	(the ESOP) in 1994, and
|
| |   our ownership of Heritage Business Park.                                     

During the period 1993 to 1995, the aerospace industry
experienced a significant downturn in its business cycle. In
fiscal 2000, the industry experienced another, but less
significant, downturn in the build rates of new commercial
aircraft. In fiscal 2001, we believe our commercial aerospace
revenues will increase due to slightly increased commercial
aircraft build rates and the non-recurrence of an inventory
adjustment by our international distributor. This change in
sales mix is likely to result in higher gross profit, operating
income and EBITDA for fiscal 2001.

Development Expense Trends

In connection with new aerospace product development programs,
we incur significant research and development expenditures to
design, test and qualify main engine fuel pumps and accessories
for engine and airframe OEMs. Prior to 1990, these engine and
airframe OEMs reimbursed us for a majority of these research and
development expenditures. Since 1990, commercial OEMs have
significantly reduced, and in many cases eliminated, the
reimbursement of these development programs. This has resulted
in an increase in the level of

9



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##### Table of Contents





ESOP

We established our ESOP in 1994 by purchasing 420,000 shares of
common stock of our parent company, AT Holdings Corporation,
with the proceeds of a $16.8 million ten-year loan funded
through a credit facility which was refinanced on July 18,
1997. The ESOP, which includes approximately 260 of our salaried
employees, represents an ownership interest in AT Holdings of
approximately 58%. GAAP requires that non-cash ESOP compensation
expense and a corresponding increase in stockholders
equity be recorded annually as shares held by the ESOP are
allocated to participants and the loan made to the ESOP is
repaid. GAAP also requires that this non-cash ESOP compensation
expense be added back to net income in the determination of cash
flow from operations. The aggregate amount of such non-cash ESOP
compensation expense was $3.0 million, $4.3 million and
$3.9 million for the fiscal years ended 2000, 1999 and
1998, respectively. We believe that our ESOP has been successful
in motivating and compensating our salaried employees on a
cost-efficient basis.



Business Park

We own and operate Heritage Business Park, a 150 acre,
1.8 million square foot business park in Cleveland, Ohio.
In 1990, we underwent a corporate restructuring and disposed of
substantially all of our operations except for our aircraft
accessories business and Heritage Business Park. We entered into
certain lease and service agreements with the operations located
in Heritage Business Park that were disposed of in the
restructuring. These service agreements covered support
functions, including computerized information services,
equipment maintenance, and certain office administrative
services. The service agreements ensured that these businesses
would have the necessary support functions to operate during a
four to seven year transition period until they became self
sufficient. The planned elimination of services to these tenants
has resulted in a continual reduction of service-related
revenues during the transition period. In addition to providing
space and services to operations formerly owned by us, we also
lease space in Heritage Business Park to other manufacturers. We
are working to increase our rental and other income from the
business park.

Acquisitions

On September 26, 1997 we acquired all of the outstanding
shares of Carter, a manufacturer of aircraft fluid control
component parts, industrial marine cryogenic pumps, and ground
fueling components for $107.6 million, including acquisition
costs. The acquisition was funded by the issuance of
$140 million in principal amount of our 8 5/8% senior
subordinated notes. The results of Carters operations have
been combined with our results of operations since the date of
the acquisition. The purchase price of $107.6 million
exceeded the net assets of Carter at the date of acquisition by
$99.7 million. Of that excess, $60.6 million was
assigned to identified intangible assets and the remainder of
$39.1 million was considered goodwill that is being
amortized on a straight-line basis over 40 years. The
acquisition was accounted for using the purchase method of
accounting and accordingly, an allocation of the purchase price
has been made using estimated fair market values of the assets
acquired and liabilities assumed as of the acquisition date.

On August 19, 1999, Carter purchased all of the
outstanding stock of Durodyne, Inc., a manufacturer of specialty
industrial hose for aerospace, chemical transfer and marine
applications for $3.4 million, including acquisition costs.
The acquisition was funded with $2.3 million of cash and a
note payable for $1.1 million. Durodyne is a subsidiary of
Carter. The acquisition was accounted for using the purchase
method of accounting and accordingly, an allocation of the
purchase price has been made using estimated fair market values
of the assets acquired and liabilities assumed as of the
acquisition date. The results of its operations have been
included since the date of acquisition. The purchase price of
$3.4 million exceeded the net assets of Durodyne at the
date of acquisition by $1.6 million. This amount was
considered goodwill that is being amortized on a straight-line
basis over 40 years.

10



---



##### Table of Contents



Export Sales

Substantially all of our export sales are all denominated in
U.S. dollars. Export sales for fiscal years 2000, 1999 and 1998
were $70.5 million, $80.7 million and $82.2 million,
respectively. Sales to Europe were $31.1 million,
$30.5 million and $29.8 million. Export sales to all
other regions, individually less than 10%, were $39.4 million,
$50.2 million and $52.4 million for fiscal years 2000,
1999 and 1998, respectively.

Results of Operations

The following table presents, for the periods indicated,
selected items in our consolidated statements of income as a
percentage of net revenues.

|                               |  |                   |       |                  |  |                  |       |    |  |  |       |   
|------------------------------ |  | ----------------- | ----- | ---------------- |  | ---------------- | ----- | -- |  |  | ----- | --
|                               |  |                  
|                               |  | Fiscal Year Ended
|                               |  |                  
|                               |  | October 28, 2000  |       | October 30, 1999 |  | October 31, 1998
|                               |  |                   |       |                  |  |                 
|Net revenues                   |  |                   | 100.0 | %                |  |                  | 100.0 | %  |  |  | 100.0 | % 
|                              
|                              
|                              
|                              
|Gross profit                   |  |                   | 42.0  | %                |  |                  | 45.1  | %  |  |  | 38.4  | % 
|                              
|                              
|                              
|                              
|Operating expenses             |  |                   | 26.1  | %                |  |                  | 25.9  | %  |  |  | 22.3  | % 
|                              
|                              
|                              
|                              
|Income from operations         |  |                   | 15.9  | %                |  |                  | 19.2  | %  |  |  | 16.1  | % 
|                              
|                              
|                              
|                              
|Interest expense               |  |                   | 16.1  | %                |  |                  | 14.2  | %  |  |  | 12.1  | % 
|                              
|                              
|                              
|                              
|Other, net                     |  |                   | (0.3) | %                |  |                  | (0.3  | )% |  |  | (0.2  | )%
|                              
|                              
|                              
|                              
|Income before income taxes     |  |                   | 0.1   | %                |  |                  | 5.3   | %  |  |  | 4.2   | % 
|                              
|                              
|                              
|                              
|Income tax provision (benefit) |  |                   | (0.3) | %                |  |                  | 2.3   | %  |  |  | 2.0   | % 
|                              
|                              
|                              
|                              
|Net income                     |  |                   | 0.4   | %                |  |                  | 3.0   | %  |  |  | 2.2   | % 

Fiscal 2000 Compared with Fiscal 1999

Net revenues for fiscal 2000 decreased $16.9 million, or
9.6%, to $159.3 million from $176.2 million for fiscal
1999. This change was primarily due to a decrease in aerospace
revenues of $18.2 million offset by a $1.3 million
increase in industrial and other revenues. The decrease in
aerospace revenues was attributable to a decrease of
$12.5 million in commercial revenues and a decrease of
$5.7 million in military revenues. Commercial OEM revenues
decreased $6.5 million, or 16.5%, to $33.0 million and
commercial aftermarket revenues decreased $6.0 million, or
7.6%, to $73.4 million. The decrease in commercial OEM
revenues was attributable to lower aircraft build rates and
lower exchange pump sales while commercial aftermarket revenues
were lower primarily due to a decrease in the demand from an
international distributor and a decrease in repair and overhaul
services. The distributor reduced its demand to adjust
inventories that had accumulated as a result of lower orders for
JT8 and JT9 spare parts and lower demand by airlines for spare
parts during the last half of fiscal year 1999, as well as lower
demand by airlines for spare pumps used for initial provisioning
purposes. Military revenues decreased $5.7 million, or
18.9%, to $24.4 million primarily due to reductions in F-15
foreign military sales and the AE2100 main engine program along
with lower engineering revenues primarily related to the F-18E/F
480 gallon fuel tank and the F-22 and JSF programs, which were
partially offset by an increase in sales of KC-135 aerial
refueling components. Industrial revenues increased
$1.3 million, primarily due to increased ground fueling
revenues offset by a decrease in cryogenic pump revenues.
Approximately 44.2% of fiscal 2000 net revenues were
attributable to export sales to foreign customers compared to
45.8% in fiscal 1999. Substantially all such sales were
denominated in U.S. dollars.

Gross profit for fiscal 2000 decreased $12.6 million, or 15.9%,
to $66.8 million from $79.4 million for fiscal 1999. Gross
margin decreased to 42.0% for fiscal 2000 from 45.1% in fiscal
1999. The decrease in gross profit is primarily due to the
decrease in aerospace revenues, while the decrease in gross
margin is attributable to an unfavorable sales mix of aerospace
products.

Operating expenses for fiscal 2000 decreased $4.1 million, or
9.0% to $41.5 million from $45.6 million in fiscal 1999. This
decrease is primarily attributable to the non-recurrence of the
$2.8 million non-cash compensation expense associated with the
vesting of stock options and stock appreciation rights in
connection with the repurchase of common stock from AT
Holdings largest shareholder on January 4, 1999, $1.0
million

11



---



##### Table of Contents





Income from operations for fiscal 2000 decreased $8.5 million,
or 25.1%, to $25.3 million from $33.8 million for fiscal 1999
and decreased as a percentage of net revenues to 15.9% in fiscal
2000 from 19.2% in fiscal 1999. These decreases were due to
lower aerospace revenues and an unfavorable sales mix of
aerospace products partially offset by the decrease in operating
expenses discussed above.

Interest expense for fiscal 2000 increased $0.6 million, or
2.4%, to $25.6 million from $25.0 million for fiscal 1999
primarily due to the full year impact of the issuance of $55.0
million of senior subordinated notes in connection with the
repurchase of stock from our majority shareholder on January 4,
1999 and higher interest rates on the term loans, partially
offset by lower term loan borrowings.

The income tax provision for fiscal 2000 decreased $4.6 million
to a benefit of $0.6 million from an expense of $4.0 million in
fiscal 1999. This decrease is due to a lower pre-tax income of
$0.1 million for fiscal 2000 as compared to $9.3 million for
fiscal 1999 due to an increased benefit of the foreign sales
corporation and the effect of the non-deductible compensation
expense associated with the Employee Stock Ownership Plan and
the vesting of stock options and stock appreciation rights.

Net income for fiscal 2000 decreased $4.6 million, or 86.8%, to
$0.7 million from $5.3 million for fiscal 1999 primarily due to
the revenue and expense factors discussed above.

Fiscal 1999 Compared with Fiscal 1998

Net revenues for fiscal 1999 increased $2.2 million, or
1.3%, to $176.2 million from $174.0 million for fiscal
1998. This change was primarily due to a decrease in aerospace
revenues of $3.4 million offset by a $5.6 million increase
in industrial and other revenues. The decrease in aerospace
revenues was attributable to a decrease of $3.7 million in
commercial revenue and an increase of $0.3 million in
military revenues. Commercial OEM revenues decreased
$2.7 million, or 6.4%, to $39.5 million and commercial
aftermarket revenues decreased $1.0 million, or 1.2%, to
$79.5 million. The decrease in commercial aerospace
revenues can be attributable to one less week being reported in
the period ended October 30, 1999 as compared to the period
ended October 31, 1998 and a slight weakening in demand for
aerospace products as we enter the downturn in the business
cycle. Military revenues increased $0.3 million, or 1.0%, to
$30.1 million primarily due to the initial production of the
F-18E/F 480 gallon fuel tank program offset by decreased
F-15 foreign military sales. Industrial revenues included
increased ground fueling revenues of $4.7 million, or
47.0%, to $14.7 million, increased industrial marine
revenues of $0.6 million, or 10.0%, to $6.6 million
and increased rental revenues at Heritage Business Park of
$0.3 million, or 6.4%, to $5.0 million. Materials Lab
service revenues of $0.8 million remained unchanged from
the prior fiscal year. Approximately 45.7% of fiscal 1999 net
revenues were attributable to export sales to foreign customers
compared to 47.2% in fiscal 1998. Substantially all such sales
were denominated in U.S. dollars.

Gross profit for fiscal 1999 increased $12.6 million, or
18.9%, to $79.4 million from $66.8 million for fiscal
1998. Gross margin increased to 45.1% for fiscal 1999 from 38.4%
in fiscal 1998. The increase in gross profit and gross margin is
due to the non-recurrence of $10.7 million of amortization
related to the step-up of Carter inventory to fair market value
that occurred in fiscal 1998 and improved operating performance
in the Cleveland facility partially offset by an unfavorable
Carter sales mix. Excluding the $10.7 million charge for
amortization related to the step-up of Carter inventory to fair
market value, gross margin for fiscal 1998 would have been 44.6%.

Operating expenses for fiscal 1999 increased $6.8 million,
or 17.5% to $45.6 million from $38.8 million in fiscal
1998. This increase is primarily attributable to non-cash
compensation expense of $2.8 million associated with the
vesting of stock options and stock appreciation rights in
connection with the repurchase of common stock from AT
Holdings largest shareholder on January 4, 1999, a
$2.4 million increase in research and development expense,
the $0.8 million settlement agreement and mutual release
resulting from the international

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Income from operations for fiscal 1999 increased
$5.7 million, or 20.3%, to $33.8 million from
$28.1 million for fiscal 1998 and increased as a percentage
of net revenues to 19.2% in fiscal 1999 from 16.1% in
fiscal 1998. These increases were primarily due to the
non-recurrence of $10.7 million of amortization related to
the step-up of inventory in 1998 and improved operating
performance at the Cleveland facility offset by non-cash
compensation expense related to the vesting of the stock options
and stock appreciation rights in connection with the stock
repurchase and increased corporate and research and development
expenses.

Interest expense for fiscal 1999 increased $4.0 million, or
19.0%, to $25.0 million from $21.0 million for fiscal
1998 primarily due to the issuance of $55.0 million of
senior subordinated notes in connection with the stock
repurchase on January 4, 1999, partially offset by a lower level
of term loans.

The income tax provision for fiscal 1999 increased $0.6 million,
or 17.6%, to $4.0 million from $3.4 million in fiscal
1998. This increase is due to pre-tax income of $9.3 million for
fiscal 1999 as compared to $7.3 million for fiscal 1998 and the
effect of the non-deductible compensation expense associated
with the Employee Stock Ownership Plan and the vesting of stock
options and stock appreciation rights. The effective tax rate
for fiscal 1999 was 43.0% compared to 46.6% for fiscal 1998.
This decrease is due to the effect of the non-deductible
amortization of intangible assets in proportion to higher
pre-tax income in fiscal 1999 as compared to fiscal 1998.

Net income for fiscal 1999 increased $1.4 million, or
35.9%, to $5.3 million from $3.9 million for fiscal 1998
primarily due to the revenue and expense factors discussed
above. Excluding the $10.7 million charge for amortization
related to the step-up of inventory to fair value in connection
with the acquisition of Carter, net income in fiscal 1998 would
have been $10.3 million.

Liquidity and Capital Resources

We are a holding company and receive all of our operating income
from our subsidiaries. As a result, our primary source of
liquidity for conducting business activities and servicing our
indebtedness has been cash flows from our subsidiaries
operating activities.

In September 1997, we amended our credit facility to allow
for the acquisition of Carter and the issuance of
$140.0 million of 8 5/8% senior subordinated notes.
The amended credit facility consists of a seven-year
$110.0 million term loan and a seven-year
$20.0 million revolving credit facility. As of
October 28, 2000, we have $72.1 million principal
amount of term loans outstanding under this amended credit
facility. We also have available, after $1.1 million of
letters of credit, $18.9 million of the seven-year
$20.0 million revolving credit facility. The unused balance
of the revolving credit facility is subject to a .50% commitment
fee. Our credit facility contains a number of covenants that,
among other things, limit our ability to incur additional
indebtedness, pay dividends, prepay subordinate indebtedness,
dispose of certain assets, create liens, make capital
expenditures, make certain investments or acquisitions and
otherwise restrict corporate activities. It also requires us to
comply with certain financial ratios and tests, under which we
will be required to achieve certain financial and operating
results. On June 9, 2000, certain financial ratios and
tests for the remainder of the credit facility were amended,
primarily to adjust for the additional interest expense and debt
associated with the $55.0 million of 8 5/8% senior
subordinated notes that were issued on December 17, 1998.
In addition, the supplemental percentage of interest applied to
an Alternate Base Rate (ABR) or LIBOR, as chosen by
the company, was increased .25% when the leverage ratio, as
defined by the ratio of total debt to EBITDA, exceeds a multiple
of 5.0 times and .50% when the leverage ratio exceeds a multiple
of 5.5 times. We were in compliance with all financial ratios
and tests at October 28, 2000. The credit facility contains
no restrictions on the ability of our subsidiaries to make
distributions to us. Interest is calculated, at our choice,
using an Alternate Base Rate (ABR) or LIBOR, plus a
supplemental percentage determined by the ratio of total debt to
EBITDA. The interest rate for fiscal year 2000 ranged from 0.75%
to 1.50% plus ABR or 1.75% to 2.50% plus LIBOR.

13



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Proceeds from the September 1997 offering of senior subordinated
notes, together with a portion of the borrowings under our
credit facility were used to finance the acquisition of Carter,
repay in full $46.1 million in notes payable and
subordinated notes, and to pay related fees and expenses. The
senior subordinated notes bear interest at a rate of 8 5/8%
per year, payable on each April 1 and October 1.
Interest payments commenced on April 1, 1998. These notes
have been jointly, severally, fully and unconditionally
guaranteed by all of our wholly owned subsidiaries, with the
exception of one inconsequential direct, and two inconsequential
indirect, wholly owned subsidiaries. The indenture under which
these senior subordinated notes were issued contains certain
optional and mandatory redemption features and other customary
financial covenants and restrictions.

On December 17, 1998, the Company issued $55.0 million
in principal amount of 8- 5/8% senior subordinated notes,
issued at a 5% discount, due 2007, $50.0 million of which
was dividended to AT Holdings. The proceeds from the offering,
along with the proceeds of the issuance by AT Holdings of 30,000
shares of its preferred stock to Chase Venture Capital
Associates, L.P. and cash on hand, were used to repurchase
639,510 shares of stock from AT Holdings, LLC, the
Companys largest shareholder, for $79.4 million plus
transaction expenses. At October 28, 2000 the accreted
value of this offering was $52.7 million.

In order to reduce variable interest rate exposure on borrowings
under our existing credit facility, we have three interest rate
swap agreements on a portion of the variable rate debt which fix
the rate on the notional amounts of $10.0 million at 6.08%
terminating on October 31, 2003, 6.10% terminating on
December 31, 2003, and 6.805% which terminated on
October 27, 2000, respectively. In order to reduce fixed
interest rate exposure on borrowings under our fixed rate debt,
we entered into a reverse rate swap agreement on March 17,
2000 on the notional amount of $100.0 million at 6.38% and
terminated the agreement on September 13, 2000. The
gains/losses on the swap agreements were recognized as interest
expense and amounted to a $0.3 million gain in fiscal year
2000 and a $0.4 million loss in fiscal years 1999 and 1998
respectively. On October 31, 2000, we terminated the
remaining two interest rate swap agreements on the notional
amounts of $10.0 million which fixed the rate at 6.08% and
6.10% and replaced them with two interest rate swap agreements
which fix the rate on the notional amounts of $10.0 million
at 5.60% and terminate on October 26, 2001. We do not enter
into derivative contracts for trading or speculative purposes.
We have no other derivative financial instruments.

Cash Flows from Operating Activities.Cash provided by
operating activities for fiscal 2000 increased $7.1 million
to $22.4 million primarily as a result of a decrease in
accounts receivable and inventory offset by a decrease in
operating results and accounts payable. Cash provided by
operating activities for fiscal 1999 decreased
$14.5 million to $15.3 million primarily as a result
of an increase in accounts receivable and inventory and a
decrease in accounts payable and accrued liabilities. Cash
provided by operating activities for fiscal 1998 increased
$12.2 million to $29.8 million primarily as a result
of improved operating results which included a full year of
Carter, a decrease in accounts receivable and an increase in
accounts payable and accrued and other liabilities offset by an
increase in inventory, net of the amortization of inventory
step-up to fair value.

Cash Flows from Investing Activities.Net cash used in
investing activities for fiscal 2000 was $3.0 million for
the purchase of property, plant and equipment. Net cash used in
investing activities for fiscal 1999 was $8.6 million which
included the acquisition of Durodyne, net of cash acquired, of
$2.6 million and the purchase of property, plant and
equipment of $6.0 million. Net cash used in investing
activities for fiscal 1998 was $5.6 million for the
purchase of property, plant and equipment. Expenditures for
property, plant and equipment were $3.0 million,
$6.0 million and $5.6 million for fiscal years 2000,
1999 and 1998, respectively. These expenditures reflect a normal
amount of capital investments necessary to maintain our
efficiency and manufacturing capabilities.

Cash Flows from Financing Activities.Cash used in
financing activities for fiscal 2000 was $18.1 million,
which was primarily used to make scheduled and voluntary
repayments of long-term debt and for AT Holdings
repurchase of common stock from various former employees. Cash
used in financing activities for fiscal 1999 was
$14.4 million which was primarily due to the payment of
fees associated with the repurchase of common stock from AT
Holdings largest shareholder and scheduled repayments, as
well as voluntary payments, of long-term debt, offset by a
borrowing on the revolving credit facility. Cash used in
financing activities for fiscal 1998

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Capital Expenditures.Our capital expenditures for fiscal
2000 totalled $3.0 million, which were related to
maintaining existing facilities and equipment and systems to
support current operating activities. For fiscal 2001, we
estimate that capital expenditures will total $4.2 million.
The majority of these projects will be for continued maintenance
of facilities and equipment in support of our current operating
activities. Capital expenditures are financed with cash
generated from operations. We currently have no material
commitments for capital expenditures.

We believe that cash flow from operations will provide adequate
funds for our working capital needs, planned capital
expenditures and debt service obligations. Our ability to fund
our operations, make planned capital expenditures, and to make
scheduled payments on our indebtedness depends on our future
operating performance and cash flow. These items are subject to
prevailing conditions and to financial, business, and other
factors, some of which are beyond our control.

Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board (FASB)
issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. This statement
establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded
in other contracts and for hedging activities. SFAS
No. 137, Accounting for Derivative Instruments and
Hedging Activities  Deferral of the Effective Date of
FASB Statement No. 133, was issued in June 1999. This
statement delays the effective date of SFAS No. 133 until
the fiscal quarters of fiscal years beginning after
June 15, 2000. We intend to adopt SFAS No. 133
effective October 29, 2000. We have completed our
evaluation of SFAS No. 133 and do not expect the adoption
of such to have a significant impact on the financial position
or results of operations of the company because we do not have
significant derivative activity.

Risk Factors

From time to time, information we provide, statements by our
employees or information included in our filings with the
Securities and Exchange Commission (including those portions of
the Managements Discussion and Analysis that refer to the
future) may contain forward-looking statements that are not
historical facts. Those statements are
forward-looking within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements, and our future performance, operating results,
financial position and liquidity, are subject to a variety of
factors that could materially affect results, including:

The aerospace industry is a highly regulated, highly
competitive industry.

The following risk factors describe the risks associated with
the aerospace industry generally:



| |   |                                   
| | - | ----------------------------------
| |  | The aerospace industry is cyclical

Substantially all of our gross profit and operating income is
derived from sales of products to the aerospace industry. The
commercial OEM segment of the aerospace industry has
historically been subject to fluctuations due to general
economic conditions. A reduction in airline travel will
generally result in reduced orders for new commercial aircraft,
reduced utilization of commercial aircraft and a corresponding
decrease in our sales of new components, related income and cash
flow. The commercial airline industry was adversely affected by
a severe downturn during the three year period ended
December 31, 1993. This downturn resulted in record losses
for the commercial airline industry and a decrease in production
of commercial engine and airframe assemblies, which caused a
corresponding decline in the aerospace industry from 1993 to
1995. Accordingly, our commercial OEM business experienced a
similar decline. In addition, our aftermarket sales were
negatively affected as airlines delayed purchases of spare
parts, preferring to use existing spare parts inventory. We
believe that airlines currently maintain little or no spare
parts inventory, which should cause future aftermarket sales to
remain relatively stable even in an OEM downturn. However, we
cannot be assured that airlines will not increase their

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| |   |                                                                          
| | - | -------------------------------------------------------------------------
| |  | The aerospace industry is subject to government regulation
	and oversight

The aerospace industry is highly regulated in the United States
and in other countries. We must be certified or accepted by the
Federal Aviation Administration, the U.S. Department of Defense
and similar agencies in foreign countries and by individual OEMs
in order to sell and service parts and components used in
specific aircraft models. If material certifications,
authorizations or approvals were revoked or suspended, our
operations would be adversely affected. In the future, new and
more demanding government regulations may be adopted or industry
oversight may be increased, which may have an adverse effect on
our profitability.



| |   |                                             
| | - | --------------------------------------------
| |  | The aerospace industry is highly competitive

The aerospace industry is a highly competitive global industry
which has experienced significant consolidation in recent years.
Our competitors include several companies that have
significantly greater financial resources than we do.



| |   |                                                              
| | - | -------------------------------------------------------------
| |  | There are a limited number of customers for certain
	products

Due to the relatively small number of customers in the aerospace
industry, customers are often able to influence prices and other
terms of sale for certain of our products. This influence can
have a material adverse effect on our profitability, as would
the loss of one or more these significant customers.



| |   |                                                                    
| | - | -------------------------------------------------------------------
| |  | Government Contracts are subject to reductions in defense
	spending

Approximately 19.0% of our sales in fiscal 2000 were related to
products used in U.S. designed military aircraft. In general,
the U.S. defense budget has been declining in recent years,
which has resulted in reduced demand for new aircraft and spare
parts. In addition, foreign military sales are affected by U.S.
government regulations, regulations by the purchasing foreign
government and political uncertainties in the U.S. and abroad.
There can be no assurance that the U.S. defense budget will not
continue to decline or that sales of defense related items to
foreign governments will continue at present levels. In
addition, the terms of defense contracts with the U.S.
government generally permit the government to terminate
contracts, with or without cause, at any time. Any unexpected
termination of a significant government contract could have an
adverse effect on our business and profitability.

Risks Associated with our Operations.



| |   |                                                                
| | - | ---------------------------------------------------------------
| |  | We depend on the skill and experience of our senior
	executives

Our success depends upon the efforts, abilities, experience and
expertise of the executive officers of our senior management
team. The loss of services of those individuals and or other key
employees could have a material adverse effect on our company.



| |   |                                                         
| | - | --------------------------------------------------------
| |  | Our operations depend on maintaining a skilled workforce

Our operations are highly dependent on an educated and trained
workforce. All of our hourly employees at the Cleveland facility
are represented by the United Auto Workers union. Because we
maintain a relatively small inventory of finished goods, and
because the aerospace industry operates on relatively long
production lead times, any interruption of the work force due to
strikes, work stoppages, shortages of appropriately skilled
production and professional workers or other interruption could
have a material adverse effect on our business and results of
operations.



| |   |                                                                     
| | - | --------------------------------------------------------------------
| |  | We depend on suppliers for essential materials used in our
	products

Our profitability is affected by the price and continuity of
supply of raw materials and component parts. Like all other
aerospace fuel pump manufacturers, we rely on one supplier for
CPM-10V, a powdered metal used in the manufacture of certain
pump components. If that supply ceased to exist, our ability to
operate would be adversely affected. We could also be adversely
affected by factors affecting our suppliers, or by increased
costs associated with supplied materials or components if we are
unable to make corresponding increases in the prices

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| |   |                                    
| | - | -----------------------------------
| |  | We depend on our Cleveland facility

We believe that our success to date has been, and future results
of operations will be, dependent in large part upon our ability
to manufacture and deliver products promptly upon receipt of
orders and to provide prompt and efficient service to our
customers. As a result, any disruption of our day-to-day
operations could have a material adverse effect on our business,
customer relations and profitability. The Cleveland facility is
the primary production, research and marketing facility for
Argo-Tech products and also serves as our corporate
headquarters. A fire, flood, earthquake or other disaster or
condition affecting this facility could disable these functions
which are critical to our business. Any such damage to, or other
condition interfering with the operation of, this facility would
have a material adverse effect on our business, financial
position and results of operations.



| |   |                                                        
| | - | -------------------------------------------------------
| |  | We have potential exposure to environmental liabilities

Our business operations and facilities are subject to a number
of federal, state and local laws and regulations, which govern
the discharge of pollutants and hazardous substances into the
air and water as well as the handling, storage and disposal of
such materials. Under certain environmental laws, as a current
or previous owner or operator of real property, we could be held
liable for the costs of removal or remediation of hazardous
substances found on the property. Environmental laws typically
impose liability whether or not the owner or operator knew of,
or was responsible for, the presence of such hazardous
substances.

Our Cleveland and Costa Mesa, California facilities are
currently the subject of environmental remediation regarding
contamination resulting from the operations of our predecessors.
Those predecessors have indemnified us for substantially all
costs of remediation at each site. There can be no assurance,
however, that those parties will continue to satisfy their
indemnification obligations or that we would not be ultimately
responsible as owner and/or operator of either or both of these
sites for potentially significant remediation costs. Moreover,
there can be no assurance that future changes in environmental
laws or the nature of our operations will not require us to make
significant additional expenditures to ensure future
environmental compliance.



| |   |                                           
| | - | ------------------------------------------
| |  | Potential risk of product liability claims

While we have never been a defendant in a product liability case
involving our aerospace or ground fueling products, our
operations expose us to potential liabilities for personal
injury or death as a result of the failure of an aircraft
component that has been designed, manufactured or serviced by
us, or the irregularity of metal products we have processed or
distributed. We believe that our liability insurance is adequate
to protect us from future product liability claims. However, we
cannot assure you that if claims were to arise, our insurance
coverage will be adequate.






|         |                                                             
|-------- | ------------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosures About Market
	Risk.

In the ordinary course of operations, Argo-Techs major
market risk exposure is to changing interest rates.
Argo-Techs exposure to changes in interest rates relates
primarily to its long term debt obligations. At October 28,
2000, Argo-Tech had fixed rate debt totaling $195 million,
including $2.75 million of accretion, at 8.625% and
variable rate debt under its existing credit facility of
$72.1 million calculated at Argo-Techs choice using
an alternate base rate (ABR) or LIBOR, plus a supplemental
percentage determined by the ratio of debt to EBITDA. The
variable rate is not to exceed ABR plus 1.50% or LIBOR plus
2.50%. In order to reduce variable interest rate exposure on our
existing credit facility, we have three interest rate swap
agreements on a portion of the variable rate debt which fix the
rate on the notional amounts of $10.0 million at 6.08%
terminating on October 31, 2003, 6.10% terminating on December
31, 2003 and 6.805% which terminated on October 27, 2000,
respectively. In order to reduce fixed interest rate exposure on
borrowings under our fixed rate debt, we entered into a reverse
rate swap agreement on March 17, 2000 on the notional
amount of $100.0 million at 6.38% and terminated the agreement
on September 13, 2000. On October 31, 2000 we
terminated the remaining two interest

17



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##### Table of Contents










|        |                                             
|------- | --------------------------------------------
|Item 8. | Financial Statements and Supplementary Data.

The response to this item is submitted in a separate section of
this report following the signature page.






|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with Accountants on Accounting
	and Financial Disclosure.

There were no changes in, or disagreements with, accountants on
accounting and financial disclosure.




PART III






|         |                                               
|-------- | ----------------------------------------------
|Item 10. | Directors and Executive Officers of Argo-Tech.

Directors and Executive Officers.The following table
sets forth certain information concerning our directors and
executive officers. Directors serve until their successors are
elected at each annual meeting. Officers hold office until their
successors are elected and qualified.

|                     |  |     |    |          |  |                                                      
|-------------------- |  | --- | -- | -------- |  | -----------------------------------------------------
|Name                 |  | Age |    | Position
|                     |  |     |    |         
|Michael S. Lipscomb  |  |     | 54 |          |  | Chairman, President & CEO, Director                  
|                    
|                    
|                    
|                    
|Paul R. Keen         |  |     | 51 |          |  | Vice President, General Counsel & Secretary, Director
|                    
|                    
|                    
|                    
|Frances S. St. Clair |  |     | 45 |          |  | Vice President and CFO, Director                     

Michael S. Lipscombhas been Chairman, President &
Chief Executive Officer since 1994. Mr. Lipscomb joined
TRWs corporate staff in February 1981 and was made
Director of Operations for the Power Accessories Division in
1985. Mr. Lipscomb was named Vice President of Operations
when Argo-Tech was formed in 1986, becoming President in 1990
and Chairman in 1994. Mr. Lipscomb has also served as a
director of Argo-Tech and AT Holdings Corporation since 1990.

Paul R. Keen has been Vice President, General Counsel and
Secretary since 1990. Mr. Keen was named Vice President and
General Counsel in 1987, and became Secretary in
December 1990. Prior to 1987, he spent the majority of his
career with TRW as Senior Counsel, Securities and Finance and as
primary legal counsel to two operating groups. Mr. Keen joined
the Board of Directors of Argo-Tech in April 1999.

Frances S. St. Clair has been Vice President and Chief
Financial Officer since 1992. Ms. St. Clair joined the
Company in 1991 as Controller and was promoted to Vice President
and Controller in November 1991. Ms. St. Clair
received her C.P.A. certification in 1984.
Ms. St. Clair joined the Board of Directors of
Argo-Tech in April 1999.

18



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##### Table of Contents








Item 11.  Executive Compensation.


The following table sets forth, for the fiscal years 2000, 1999
and 1998, certain information about the compensation paid to the
Chief Executive Officer and each of our other executive officers
(the Named Executives).

|                            |                                 |                     |      |           |      |       |         |                    |         |   |         |         |        |   |        |        |       | 
|--------------------------- | ------------------------------- | ------------------- | ---- | --------- | ---- | ----- | ------- | ------------------ | ------- | - | ------- | ------- | ------ | - | ------ | ------ | ----- | 
|                            |                                 |                     |      |          
|                            |                                 | Annual Compensation |      |          
|                            |                                 |                     |      | All Other
|Name and Principal Position |                                 | Fiscal Year         |      | Salary    |      | Bonus |         | Compensation(1)(2)
|                            |                                 |                     |      |           |      |       |         |                   
|Michael S. Lipscomb         |                                 |                     | 2000 |           |      | $     | 397,777 |                    |         | $ | 209,306 |         |        | $ | 48,323 |       
|                            | Chairman, President and CEO     |                     |      | 1999      |      |       | $       | 339,200            |         |   | $       | 205,544 |        |   | $      | 47,623 |      
|                            |                                 |                     | 1998 |           |      | $     | 300,000 |                    |         | $ | 220,080 |         |        | $ | 43,488 |       
|                           
|                           
|                           
|                           
|                           
|Paul R. Keen                |                                 |                     | 2000 |           |      | $     | 222,768 |                    |         | $ | 78,303  |         |        | $ | 6,073  |       
|                            | Vice President, General Counsel |                     |      | 1999      |      |       | $       | 189,045            |         |   | $       | 88,387  |        |   | $      | 6,235  |      
|                            |                                 | and Secretary       |      |           | 1998 |       |         | $                  | 167,496 |   |         | $       | 76,040 |   |        | $      | 6,746 | 
|                           
|                           
|                           
|                           
|                           
|Frances S. St. Clair        |                                 |                     | 2000 |           |      | $     | 189,428 |                    |         | $ | 66,586  |         |        | $ | 3,824  |       
|                            | Vice President and CFO          |                     |      | 1999      |      |       | $       | 168,648            |         |   | $       | 86,170  |        |   | $      | 4,278  |      
|                            |                                 |                     | 1998 |           |      | $     | 153,000 |                    |         | $ | 70,329  |         |        | $ | 4,115  |       



---



|    |                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Other annual compensation did not exceed the lesser of $50,000
	or 10% of salary plus bonus of any of the Named Executives in
	1998, 1999 or 2000.                                                                                                                                                                                                                                         
|   
|(2) | The amounts listed consist of the value of life insurance
	provided by us for the benefit of the Named Executives in excess
	of the value of life insurance provided by us for the benefit of
	all other salaried employees. For Mr. Lipscomb, the amounts
	listed also include $22,000, $22,000 and $19,000 for fiscal
	years 2000, 1999 and 1998, respectively, paid as directors
	fees.

Management Retention Agreements

Stay Pay and Severance Agreements. We have entered into
Stay Pay and Severance Agreements with each of the Named
Executives. Our Board of Directors believes that these severance
agreements benefit us by securing the continued services of key
management personnel and by enabling management to perform their
duties and responsibilities without the distracting uncertainty
generally associated with a change in control.

The severance agreements provide that, if a change in control
(as defined in the agreements) occurs and the executive remains
employed by us on a full-time basis through the effective date
of the change in control, the executive will receive a single
lump sum stay payment equal to 25% of the sum of the
highest annual base salary and the highest bonus amount received
by the executive in the preceding five years.

The severance agreements also provide that if an
executives full-time employment is terminated without
cause (as defined in the agreements), either before or after a
change in control has occurred, or upon a voluntary termination
of employment by an executive upon the reduction of his or her
base salary by 5% or more, if the reduction is not a result of a
company policy to reduce the salaries of a substantial number of
officers or employees, or if the executive ceases to be employed
in a position involving substantially the same level of
responsibility or duties as performed by the executive on the
date the severance agreement was executed (a Qualifying
Voluntary Termination), the executive will receive a basic
severance payment. The payment will consist of a single lump sum
equal to the sum of the highest annual base salary and the
highest bonus amount received by the executive in the preceding
five years.

Additional payments will be made to the executive in the event
that a change in control has occurred and the executives
employment is terminated without cause within the six-month
period following the effective date of such change in control,
or upon a Qualifying Voluntary Termination within that period.
The executive will receive additional severance payments equal
to the amount he or she would have received had employment
continued, at the same intervals and at the same rate of base
salary the executive was receiving during the month preceding
termination, until the six-month anniversary of the effective
date of the change in control. These additional severance
payments, if paid, would be in addition to the basic severance
payment and the stay payment described above.

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Each executive is entitled to several other benefits contained
in the severance agreements, including

  life, health, medical/hospital, dental, and vision
insurance benefits for a period of 12 months in the event that
an executives full-time employment is terminated without
cause or upon a Qualifying Voluntary Termination, either before
or after a change in control has occurred and

  gross-up payments to cover any excise tax imposed
by Section 4999 of the Internal Revenue Code upon any payment
made to the executive under the severance agreements, subject to
certain limitations.

We have agreed to be solely responsible for any and all
attorneys fees and related expenses incurred by the
executive in the event that we fail to comply with our
obligations under the severance agreements.

Trust Agreement.  In connection with an additional
stay pay agreement with Mr. Lipscomb, we entered into a
trust agreement, which established an irrevocable grantor trust
for the benefit of Mr. Lipscomb as the beneficiary. This
agreement provides for payment of $315,600 on January 1,
2007, or earlier, upon Mr. Lipscombs voluntary or
involuntary termination of full-time employment with us, with or
without cause (as defined in the agreement).

The assets to be held by the trust include the original deposit
of principal and any other contributions made by us, at our
option. These trust assets are to be disposed of by the trustee
when certain conditions in Mr. Lipscombs stay pay
agreement occur or when the trustee is directed by two officers
of Argo-Tech, other than Mr. Lipscomb, to dispose of the assets.

If the amount disbursed by the trustee is insufficient to fully
fund the $315,600 payment specified under
Mr. Lipscombs stay pay agreement, we will be required
to pay the balance. However, if the amount disbursed by the
trustee exceeds the amount to which Mr. Lipscomb or his
qualifying successor is entitled under the stay pay agreement,
Mr. Lipscomb or his qualifying successor is entitled to
retain such excess. The trust assets and any income earned on
those assets remain at all times subject to the claims of our
general creditors under state and federal law.

This agreement also provides for the payment of attorneys
expenses if enforcement of the contract becomes necessary, and
contains certain restrictions on certain types of competitive
activity by Mr. Lipscomb. The benefits provided by the
trust and this stay pay agreement and the Trust Agreement are in
addition to the benefits provided under the severance agreements
described above and Mr. Lipscombs employment contract
which is described below.

Employment Agreements.  We have entered into
employment contracts with Mr. Lipscomb and Mr. Keen.
These contracts provide for the payment of severance benefits
upon termination of employment without cause (as defined in the
contracts). In the event of such a termination,
Mr. Lipscomb will receive all salary and bonuses for a
period of twelve months from the date of termination, in an
amount equal to all salary and bonuses received during the
twelve month period immediately preceding termination.
Mr. Keen will receive, in the event of such a termination,
a single lump sum payment equal to 24 months of his base salary,
in an amount calculated from the base salary in effect for the
full month immediately preceding the date of termination. Both
Mr. Lipscomb and Mr. Keen will receive life, health,
medical/hospital, dental and vision insurance benefits for a
period of twelve months. Mr. Keens contract also
provides for the payment of attorneys expenses if
enforcement of the contract becomes necessary, and contains
restrictions on certain competitive activities by Mr. Keen.
The benefits provided by these additional contracts are provided
in addition to the benefits provided under the severance
agreements, and Mr. Lipscombs trust agreement.

Compensation Pursuant to Employee Benefit Plans of the
Company

Retirement Plan

Salaried Pension Plan.Our Salaried Pension Plan
was established effective November 1, 1986. Prior to July 1,
1994, our regular, permanent, salaried employees were eligible
to participate in this plan. Participation in the plan was
closed to any person who was not a participant on June 30,
1994, and all benefit accruals ceased as of the close of
business on June 30, 1994. The benefits of participants in
the Salaried Pension Plan who were

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The monthly normal retirement benefit under the Salaried Pension
Plan is 1.25% of a participants final average monthly
compensation multiplied by the participants years of
benefit service. Compensation earned after June 30, 1994,
and service performed after June 30, 1994, are not taken
into account in determining a participants benefit under
the Salaried Pension Plan. Final average monthly compensation
means the average monthly compensation (computed before
withholdings, deductions for taxes or other purposes, and salary
reduction amounts under the Argo-Tech Employee Savings Plan)
paid or payable to the participant for the five calendar years
which produce the highest such average, determined as if the
participants employment terminated on June 30, 1994
(or, if earlier, the date the participants employment
actually terminated or the participant ceased to be within the
class of employees eligible to participate in the Salaried
Pension Plan). If a participant ceased to be within the class of
employees eligible to participate or a participants
employment terminated (or is deemed to have terminated) prior to
July 1 of a calendar year, that calendar year is not taken into
account for purposes of determining final average monthly
compensation. A participants vested benefit cannot be less
than the participants vested benefit under the Salaried
Pension Plan, if any, as of October 31, 1989.

The Internal Revenue Code of 1986, limits the maximum annual
retirement benefit payable under the Salaried Pension Plan and
the maximum amount of annual compensation that can be taken into
account in calculating benefits under the Salaried Pension Plan.

At retirement, based on benefits accrued as of June 30,
1994, the monthly retirement benefits payable to each of the
individuals named in the Summary Compensation Table are:

|                     |  |         |          | 
|-------------------- |  | ------- | -------- | 
|                     |  | Monthly
|Name                 |  | Benefit
|                     |  |        
|Michael S. Lipscomb  |  | $       | 1,799.32 | 
|                    
|                    
|                    
|                    
|Paul R. Keen         |  | $       | 1,188.83 | 
|                    
|                    
|                    
|                    
|Frances S. St. Clair |  | $       | 411.56   | 

The benefits shown above are in the form of a single life
annuity commencing as of the first day of the month after the
participant attains age 65. Benefits may commence at any time
after age 55 if the participant had at least five years of
service when the participants employment terminated.
Actuarial reductions would apply for early commencement and for
payment in the form of a joint and survivor annuity.

The normal form of payment under the Salaried Pension Plan is a
single life annuity. However, participants may elect payment of
retirement benefits under several joint and survivor forms of
payment, subject to the requirement that a married participant
receive benefits in the form of a joint and survivor annuity
with the spouse as contingent annuitant unless the spouse
consents to the participants election of another form of
payment, another contingent annuitant, or both, as applicable.

Salaried Savings Plan

Our Salaried Savings Plan has been in place since 1987. Regular,
permanent, salaried employees who have completed at least
3 months of service are eligible to participate in the
plan. All assets of the plan are held in trust.

Participants may elect to have tax-deferred (401(k)
compensation reduction) contributions made to the plan of up to
13% of their eligible compensation. Participants may also elect
to have after-tax contributions made to the Plan of up to 10% of
their eligible compensation. Employer matching contributions to
the plan ceased on July 1, 1994. For periods before July 1,
1994, the Salaried Savings Plan provided for employer matching
contributions as follows: Basic matching contributions of 25% of
each participants tax-deferred contributions not in excess
of 3% of compensation and discretionary additional matching
contributions of a percentage (within the range of 0% and 125%
established for each fiscal year (the plan year)) of
each participants tax-deferred contributions not in excess
of 3% of compensation. A participants benefit under the
plan is the balance of the

21



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The Internal Revenue Code limits the maximum annual
contributions that can be made to the Salaried Savings Plan and
the maximum amount of annual compensation that can be taken into
account in calculating contributions to the Salaried Savings
Plan. Contributions for a plan year on behalf of certain highly
compensated individuals may also be limited to comply with
Internal Revenue Codes nondiscrimination requirements.

Benefits are generally payable after a participant is separated
from service. A participant who is an employee may, however,
apply for an in-service distribution of all or a portion of the
participants vested account balance after attainment of
age 59 1/2 or in the event of a hardship (as defined in the
Salaried Savings Plan). A participant may apply for an
in-service distribution of after-tax contributions at any age
and for any reason. A participant who is a party in
interest may apply for a loan of up to 50% of the
participants vested account balance (subject to a $50,000
maximum) under the Salaried Savings Plan.

Employee Stock Ownership Plan

The Employee Stock Ownership Plan was established in 1994 with
the participation of Argo-Techs salaried employees. Key
Trust Company of Ohio, N.A., serves as the plans trustee,
and holds all of its assets in trust.

On May 17, 1994, the trustee purchased 420,000 shares of
common stock of AT Holdings Corporation with the proceeds of a
$16.8 million loan from us to the Employee Stock Ownership
Plan. The term of the loan, unless it is prepaid or accelerated,
ends on April 28, 2004. The interest rate for the loan is
fixed for the ten year term at 7.16% per year. The purchase
price for the AT Holdings common stock was $40 per share.

The shares of AT Holdings common stock purchased by the
Employee Stock Ownership Plan with the proceeds of the loan are
held in a suspense account and released to eligible participants
on a pro rata basis as loan principal payments are made. Shares
released from the plan for each plan year are allocated to each
eligible participants account based on the ratio of each
such participants eligible compensation to the total
eligible compensation of all eligible participants. Forfeitures
of the accounts of non-vested participants are reallocated among
eligible participants in the same manner as shares of AT
Holdings common stock released from the suspense account.

For each of the Plan Years ended October 31, 1998,
October 31, 1999 and October 31, 2000, 42,000 shares
of AT Holdings common stock were released from the
suspense account. Based on the loan payment schedule, the number
of shares of AT Holdings common stock released from the
suspense account each future plan year during the loan period
would be:

|                 |  |                 |        | 
|---------------- |  | --------------- | ------ | 
|                 |  | Number of      
|Plan Year Ending |  | Shares Released
|                 |  |                
|October 31, 2001 |  |                 | 42,000 | 
|                
|                
|                
|                
|October 31, 2002 |  |                 | 42,000 | 
|                
|                
|                
|                
|October 31, 2003 |  |                 | 42,000 | 
|                
|                
|                
|                
|October 31, 2004 |  |                 | 21,000 | 

If we make additional contributions to the Employee Stock
Ownership Plan, the plan would use the contribution to
prepay the loan, and shares would be released from
the suspense account more rapidly than shown above. If, however,
for any reason we do not make contributions to the plan to pay
the principal on the loan as described above, the shares would
not be released from the suspense account as rapidly as shown
above.

We may, for any plan year, make additional discretionary
contributions for the benefit of plan participants. These
contributions may be made in cash, shares of qualifying employer
securities, or other property.

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Whether the Employee Stock Ownership Plan will acquire
additional shares of AT Holdings common stock or other
qualifying employer securities in the future depends upon future
business conditions. Such purchases, if made, would be funded
through additional borrowings by the plan or additional
contributions from us. The timing, amount and manner of future
contributions to the plan will be affected by various factors,
including prevailing regulatory policies, the requirements of
applicable laws and regulations, and market conditions.

Participants may elect to receive the shares of qualifying
employer securities credited to their accounts after their
termination of employment, and in specified instances, after
attaining age 55 with 10 or more years of participation in the
Employee Stock Ownership Plan. Participants vest in their plan
accounts 20% per year of service, and service prior to the
effective date of the plan counts for this purpose. A
participant can require us to purchase qualifying employer
securities received from the plan at the value the stock then
has, as determined for plan purposes (a put option).
Shares of qualifying employer securities distributed from the
plan are subject to a right of first refusal in
favor of us or the Employee Stock Ownership Plan at the value
the stock then has, as determined for purposes of the plan. The
put option and right of first refusal will no longer apply if
the qualifying employer securities become tradeable on an
established securities market.

Voting rights on and decisions whether to tender or exchange
shares of qualifying employer securities held in the Employee
Stock Ownership Plan are passed through to
participants. Each participant is entitled to direct the
plans trustee as to the voting of (1) shares of
qualifying employer securities credited to the
participants account; and (2) a proportionate part of
the unallocated shares of qualifying employer securities held in
the suspense account and shares of qualifying employer
securities allocated to participants accounts as to which
no direction is received by the plans trustee. In the
event of a tender or exchange offer for qualifying employer
securities held in the plan, each participant is entitled to
direct the plans Trustee whether to tender or exchange
shares of qualifying employer securities held in the plan in a
manner similar to the voting directions described above.

Because the employers contributions to the Employee Stock
Ownership Plan are not fixed, benefits payable under the plan
cannot be estimated.

For the plan year ended October 31, 2000, the number of
shares of AT Holdings common stock allocated under the
Employee Stock Ownership Plan to the accounts of the individuals
named in the Summary Compensation Table were:

|                     |  |                  |          |               |  |  |            | 
|-------------------- |  | ---------------- | -------- | ------------- |  |  | ---------- | 
|                     |  |                 
|                     |  | Shares Allocated
|                     |  |                 
|                     |  | Year Ended       |          | Cumulative to
|Name                 |  | Oct. 31, 2000    |          | Oct. 31, 2000
|                     |  |                  |          |              
|Michael S. Lipscomb  |  |                  | 441.9812 |               |  |  | 2,672.0381 | 
|                    
|                    
|                    
|                    
|Paul R. Keen         |  |                  | 441.9812 |               |  |  | 2,672.0381 | 
|                    
|                    
|                    
|                    
|Frances S. St. Clair |  |                  | 441.9812 |               |  |  | 2,623.0737 | 

Generally Accepted Accounting Principles require that any third
party borrowing by the Employee Stock Ownership Plan be
reflected as a liability on our statement of financial
condition. Since the plan is borrowing from us, the obligation
is not treated as an asset of ours, but will be deducted from
shares of stock held by the Employee Stock Ownership Plan. If
the plan purchases newly issued shares of AT Holdings
common stock, total stockholders equity would neither
increase nor decrease.

The Internal Revenue Service has issued a determination letter
that the plan is qualified under Section 401(a) of the
Internal Revenue Code and is an employee stock ownership plan
under Section 4975(e)(7) thereof. Contributions to the plan
and allocations to the accounts of eligible participants
thereunder are subject to applicable limitations imposed under
the Internal Revenue Code. The plan is subject to the
requirements of the Employee Retirement Income Security Act of
1974, as amended, and the regulations thereunder.

Employee Stock Ownership Plan Excess Benefit
Plan

We maintain the Employee Stock Ownership Plan Excess Benefit
Plan, an unfunded plan that at all times will be deemed invested
in AT Holdings common stock. This plan is for employees
participating in the Employee

23



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We maintain a bookkeeping account for amounts credited to the
accounts of plan participants. For the plan year ended October
31, 2000, the amounts credited to the accounts of the
individuals named in the Summary Compensation Table were:

|                     |  |                             |            |               |  |  |            | 
|-------------------- |  | --------------------------- | ---------- | ------------- |  |  | ---------- | 
|                     |  |                            
|                     |  | Equivalent Shares Allocated
|                     |  |                            
|                     |  | Year Ended                  |            | Cumulative to
|Name                 |  | Oct. 31, 2000               |            | Oct. 31, 2000
|                     |  |                             |            |              
|Michael S. Lipscomb  |  |                             | 1,075.0774 |               |  |  | 4,751.8244 | 
|                    
|                    
|                    
|                    
|Paul R. Keen         |  |                             | 310.6059   |               |  |  | 1,126.5983 | 
|                    
|                    
|                    
|                    
|Frances S. St. Clair |  |                             | 197.9714   |               |  |  | 681.5693   | 

Incentive Stock Option Plans

1991 Performance Stock Option Plan. The 1991 Performance
Stock Option Plan provides for option grants for the purchase of
AT Holdings common stock. The exercise price of each
option is $10.00 per share. All of the options available under
this plan were granted and have been amended by the Compensation
Committee of AT Holdings, upon the recommendation of our
compensation committee, and with the consent of the optionees in
January 1999. These options expire on November 9, 2001. All of
the options under this plan became fully vested in January 1999.

Aggregate Option Exercises in Last Fiscal Year

and Fiscal Year End Option Values


|                     |  |          |        |             |  |             |   |               |  |                      |   |  |  |  |         |        |  |  |            |   
|-------------------- |  | -------- | ------ | ----------- |  | ----------- | - | ------------- |  | -------------------- | - |  |  |  | ------- | ------ |  |  | ---------- | --
|                     |  |          |        |             |  |             |   | Number of     |  |                     
|                     |  |          |        |             |  |             |   | Securities    |  |                     
|                     |  |          |        |             |  |             |   | Underlying    |  |                     
|                     |  |          |        |             |  |             |   | Unexercisable |  | Value of Unexercised
|                     |  |          |        |             |  |             |   | Options at    |  | In-the-Money        
|                     |  |          |        |             |  |             |   | FY-End        |  | Options at FY-End($)
|                     |  |          |        | Shares      |  |             |   |               |  |                     
|                     |  | Exercise |        | Acquired on |  | Value       |   | Exercisable/  |  | Exercisable/        
|Name                 |  | Price($) |        | Exercise    |  | Realized($) |   | Unexercisable |  | Unexercisable       
|                     |  |          |        |             |  |             |   |               |  |                     
|Michael S. Lipscomb  |  | $        | 10.00  |             |  |             | 0 |               |  | $                    | 0 |  |  |  | 8,670 / |       |  |  | $513,091 / | $
|                     |  |          | 40.00  |             |  |             | 0 |               |  |                      | 0 |  |  |  | 6,125 / |       |  |  | 178,728 /  |  
|                     |  |          | 100.11 |             |  |             | 0 |               |  |                      | 0 |  |  |  | 4,000 / | 16,000 |  |  |  /        |  
|                    
|                    
|                    
|                    
|Paul R. Keen         |  |          | 10.00  |             |  |             | 0 |               |  |                      | 0 |  |  |  | 1,990 / |       |  |  | 117,768 /  |  
|                     |  |          | 40.00  |             |  |             | 0 |               |  |                      | 0 |  |  |  | 2,760 / |       |  |  | 80,537 /   |  
|                     |  |          | 100.11 |             |  |             | 0 |               |  |                      | 0 |  |  |  | 1,400 / | 5,600  |  |  |  /        |  
|                    
|                    
|                    
|                    
|Frances S. St. Clair |  |          | 10.00  |             |  |             | 0 |               |  |                      | 0 |  |  |  | 2,990 / |       |  |  | 176,948 /  |  
|                     |  |          | 40.00  |             |  |             | 0 |               |  |                      | 0 |  |  |  | 2,760 / |       |  |  | 80,537 /   |  
|                     |  |          | 100.11 |             |  |             | 0 |               |  |                      | 0 |  |  |  | 1,400 / | 5,600  |  |  |  /        |  

1991 Management Incentive Stock Option Plan. The 1991
Management Incentive Stock Option Plan provides for option
grants for the purchase of AT Holdings common stock. The
exercise price of each option is $10.00 per share. All of the
options available under this plan were granted and have been
amended by the Compensation Committee of AT Holdings, upon the
recommendation of our Compensation Committee, and with the
consent of the optionees in January 1999. These options expire
on November 9, 2001. All of the options under this plan became
fully vested in January 1999.

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##### Table of Contents



1998 Equity Replacement Stock Option Plan.The 1998
Equity Replacement Stock Option Plan was established to provide
for option grants for the purchase of AT Holdings common
stock. The exercise price of each option is $40.00 per share.
The options were granted to each person who was a participant in
the 1997 Stock Appreciation Rights Plan in exchange for, and in
cancellation of, all of the rights of each such participant
under the Stock Appreciation Rights Plan (See Benefits
Restructuring). These options, which were granted by the
Compensation Committee of AT Holdings upon the recommendation of
our compensation committee, expire on January 2, 2005. All
of the options under this plan were fully vested upon issuance.

1998 Incentive Plan.The 1998 Incentive Plan was
established to provide option grants for the purchase of AT
Holdings common stock, at prices that may be more than,
less than, or equal to the fair market value of the shares, as
the Board or Compensation Committee of AT Holdings may determine
at the time of grant. The options, which were granted by the
Compensation Committee of AT Holdings upon the recommendation of
our compensation committee, expire on April 23, 2009. The
options become exercisable in 20% increments over five
successive years. For any year in which the EBITDA of the
company exceeds 105% of the target EBITDA, an additional
13 1/3% of the optioned shares will become exercisable,
provided that no more than 100% of the optioned shares become
exercisable in the aggregate. In the event that the shares
become registered or traded on a national exchange or in the
event of a change in control, all options will become
exercisable in full.

Executive Life Insurance Plan

Our executive life insurance plan permits certain officers and
key employees to obtain life insurance benefits in addition to
those generally provided to salaried employees. The level of
coverage provided to such officers and key employees consists of
basic term and whole life insurance coverage equal to 3 times
the individuals salary.

Bonus Plan

We have in effect a plan pursuant to which officers and other
key management employees may receive cash bonuses paid upon
(1) the achievement of specified cash flow goals in the
preceding fiscal year and (2) individual performance. The
amounts of such bonus awards are approved by the AT Holdings
Compensation Committee.

Compensation of Directors

Beginning in 1999, Argo-Tech does not compensate its directors.
In prior fiscal years we paid each Director a quarterly fee of
$2,500. Each director also received $3,000 plus reasonable
out-of-pocket expenses for each board meeting attended. Fees
paid to Mr. Lipscomb are included in the Summary
Compensation table. See Executive Compensation.

Benefits Restructuring

On January 4, 1999, AT Holdings repurchased 639,510 shares
of its common stock that were held by its majority stockholder,
AT Holdings, LLC. AT Holdings also issued 30,000 shares of its
preferred stock on December 17, 1998. In connection with
these transactions, we amended our Employee Stock Ownership Plan
Excess Benefit Plan and the Stock Appreciation Rights (SAR)
Plan. The amendment to the Employee Stock Ownership Plan Excess
Benefit Plan allowed for the transfer of approximately 4,500
shares of AT Holdings common stock in place of cash payments to
members of management who have been credited with Employee Stock
Ownerships Plan excess benefits as of October 31, 1998. The
SAR plan provided for grants of up to 34,450 SARs, 17,225 of
which were granted in fiscal years 1997 and 1998. The remaining
SARs were granted in the first quarter of fiscal 1999. Pursuant
to the amendment of the SAR plan, all SARs became fully vested
and were then converted into fully vested stock options under
the 1998 Equity Replacement Stock Option Plan. In addition, all
granted options under the 1991 Performance Stock Option Plan and
1991 Management Incentive Stock Option Plan, to the extent not
vested, became fully vested upon completion of AT Holdings
repurchase of AT Holdings, LLCs common shares.

25



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##### Table of Contents






Item 12.  Security Ownership of Certain Beneficial
Owners and Management.

Principal Stockholders

Argo-Tech is a wholly owned subsidiary of AT Holdings, which
owns the only outstanding share of Argo-Techs common
stock, par value of $.01 per share. The following table sets
forth the ownership of AT Holdings common stock as of
October 28, 2000 by:



| |   |                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------
| |  | each person known to Argo-Tech to be the beneficial owner of
	more than 5% of AT Holdings common stock,
|
| |  | each director of Argo-Tech and AT Holdings, and                                                         
|
| |  | all of Argo-Tech and AT Holdings directors and executive
	officers as a group.                         

On October 28, 2000, there were 675,484 shares of AT
Holdings common stock outstanding, exclusive of treasury
shares. AT Holdings also has 30,000 shares of its preferred
stock outstanding. All of these shares are held by Chase Venture
Capital Associates, L.P. These preferred shares have no voting
rights.

|                                                        |                                                              |                                        |         |             |  |                 |        |       |  |                  |        |  |  |  |         |     |  |  |      |  | 
|------------------------------------------------------- | ------------------------------------------------------------ | -------------------------------------- | ------- | ----------- |  | --------------- | ------ | ----- |  | ---------------- | ------ |  |  |  | ------- | --- |  |  | ---- |  | 
|                                                        |                                                              |                                       
|                                                        |                                                              | Ownership of AT Holdings common stock
|                                                        |                                                              |                                       
|                                                        |                                                              |                                        |         | Shares      |  |                
|                                                        |                                                              |                                        |         | Number of   |  | Attributable to |        |      
|                                                        |                                                              | Number                                 |         | Immediately |  | Employee Stock  |        |      
|Name of                                                 |                                                              | Beneficially                           |         | Exercisable |  | Ownership       |        |      
|Beneficial Owner                                        |                                                              | Owned                                  |         | Options     |  | Plan Account    |        | Total |  | Percent of Class
|                                                        |                                                              |                                        |         |             |  |                 |        |       |  |                 
|KeyTrust Company of Ohio, N.A.(1)                       |                                                              |                                        | 388,303 |             |  |                 | 0      |       |  |                  | 0      |  |  |  | 388,303 |     |  |  | 57.5 | 
|                                                        | 127 Public Square
	Cleveland, OH 44114                       |                                        |         |             |  |                 |        |       |  |                  |        |  |  |  |         |     |  |  |      |  | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|YC International, Inc.                                  |                                                              |                                        | 39,000  |             |  |                 | 0      |       |  |                  | 0      |  |  |  | 39,000  | (2) |  |  | 5.8  | 
|                                                        | 725 South Figueroa Street
	Suite 3870
	Los Angeles, CA 90117 |                                        |         |             |  |                 |        |       |  |                  |        |  |  |  |         |     |  |  |      |  | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|Yamada, Masashi                                         |                                                              |                                        | 165,402 |             |  |                 | 0      |       |  |                  | 0      |  |  |  | 165,402 |     |  |  | 24.5 | 
|                                                        | 1390 Highway 50 East
	Suite 4
	Carson City, NV 89701         |                                        |         |             |  |                 |        |       |  |                  |        |  |  |  |         |     |  |  |      |  | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|AT Holdings, LLC                                        |                                                              |                                        | 22,050  |             |  |                 | 39,000 | (2)   |  |                  | 0      |  |  |  | 61,050  |     |  |  | 9.0  | 
|                                                        | 1390 Highway 50 East
	Suite 4
	Carson City, NV 89701         |                                        |         |             |  |                 |        |       |  |                  |        |  |  |  |         |     |  |  |      |  | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|Chase Venture Capital Associates, L.P.                  |                                                              |                                        | 0       |             |  |                 | 46,025 |       |  |                  | 0      |  |  |  | 46,025  |     |  |  | 6.4  | 
|                                                        | 380 Madison Ave.
	New York, NY 10017                         |                                        |         |             |  |                 |        |       |  |                  |        |  |  |  |         |     |  |  |      |  | 
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|de Chastenet, Remi*                                     |                                                              |                                        | 0       |             |  |                 | 500    |       |  |                  | 277    |  |  |  | 777     |     |  |  | **   | 
|                                                       
|                                                       
|                                                       
|                                                       
|Dougherty, Thomas*                                      |                                                              |                                        | 2,008   |             |  |                 | 0      |       |  |                  | 0      |  |  |  | 2,008   |     |  |  | **   | 
|                                                       
|                                                       
|                                                       
|                                                       
|Eichhorn, Robert*                                       |                                                              |                                        | 74      |             |  |                 | 3,171  |       |  |                  | 2,232  |  |  |  | 5,477   |     |  |  | **   | 
|                                                       
|                                                       
|                                                       
|                                                       
|Keen, Paul                                             |                                                              |                                        | 13,154  |             |  |                 | 4,750  |       |  |                  | 2,672  |  |  |  | 20,576  |     |  |  | 3.0  | 
|                                                       
|                                                       
|                                                       
|                                                       
|Lipscomb, Michael*                                     |                                                              |                                        | 26,775  |             |  |                 | 14,795 |       |  |                  | 2,672  |  |  |  | 44,242  |     |  |  | 6.4  | 
|                                                       
|                                                       
|                                                       
|                                                       
|Nagata, Robert*                                         |                                                              |                                        | 0       |             |  |                 | 500    |       |  |                  | 0      |  |  |  | 500     |     |  |  | **   | 
|                                                       
|                                                       
|                                                       
|                                                       
|St. Clair, Frances                                     |                                                              |                                        | 6,494   |             |  |                 | 5,750  |       |  |                  | 2,623  |  |  |  | 14,867  |     |  |  | 2.2  | 
|                                                       
|                                                       
|                                                       
|                                                       
|Storrie, Karl*                                          |                                                              |                                        | 1,204   |             |  |                 | 450    |       |  |                  | 0      |  |  |  | 1,654   |     |  |  | **   | 
|                                                       
|                                                       
|                                                       
|                                                       
|Directors and Executive Officers as a Group (8 persons) |                                                              |                                        | 49,709  |             |  |                 | 29,916 |       |  |                  | 10,476 |  |  |  | 90,101  |     |  |  | 12.6 | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | Director of AT Holdings Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|**  | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|   | Director of Argo-Tech                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(1) | KeyTrust is the Employee Stock Ownership Plan trustee and holds
	shares of AT Holdings common stock in trust for the
	benefit of the plan. Under normal circumstances, the trustee
	votes all of the shares held by the plan in proportion to the
	actual voting directions of the plan participants. Under certain
	limited circumstances, the plan trustee may, in the exercise of
	its fiduciary duty, vote the shares held by the plan as a block.
	The share ownership numbers for officers do not include shares
	held through the plan, other than those shares directly
	attributed to the officers account.

26



---



##### Table of Contents





|    |                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | AT Holdings, LLC has the option to purchase all
	of YC Internationals shares of AT Holdings common
	stock. AT Holdings, LLC disclaims all beneficial ownership of
	those shares.




Item 13. Certain Relationships and Related
Transactions.

Upsilon International Corporation Distribution
Agreement

Upsilon International, a company owned by YC International Inc.,
which is under the control of Mr. Yamada, Holdings
majority stockholder through his control of YC International and
AT Holdings, LLC, was appointed as the exclusive
distributor of Argo-Tech products in 1990 with respect to the
Japanese market and in 1994 for the entire international market
under a long-term distribution agreement. We believe that this
distribution agreement was entered into on terms and conditions
customary for the industry in all respects with the exception of
the basic contract term of 50 years and termination
provisions which are more favorable to Upsilon International
than industry norm. The distribution agreement provides for a
15% discount from Argo-Tech catalog prices on all purchases of
Argo-Tech products by Upsilon International. For fiscal 2000,
sales by Upsilon International accounted for approximately 14%
of our net revenues.

Officer Loans

Three of the Named Executives have entered into presently
outstanding loan agreements with AT Holdings. The largest
amount of indebtedness outstanding since the beginning of fiscal
2000 for each such Named Executive was: $471,915
(Mr. Lipscomb), $260,956 (Mr. Keen) and $68,651
(Ms. St. Clair). Each loan is due October 30, 2005 and
accrues interest at 6.75% annually. These loans, secured by a
pledge of AT Holdings common stock, were extended for
the purchase of AT Holdings common stock, or for the
personal use of the Named Executive. Each of the Named
Executives having an outstanding loan has entered into a pledge
agreement and promissory note with AT Holdings in
connection with such loans. We believe that the terms of these
loans are no less favorable to AT Holdings than would have
been available pursuant to arms length negotiations with
unaffiliated parties.






PART IV







|         |                                                                   
|-------- | ------------------------------------------------------------------
|Item 14. | Exhibits, Financial Statement Schedules, and Reports on
	Form 8-K.

(a)(1)  Financial Statements

The following consolidated financial statements of the Company
are included in a separate section of this report following the
signature page:



| |                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------
| | Consolidated Balance Sheets  October 30, 1999 and
	October 28, 2000                                                                  
|
| | Consolidated Statements of Net Income and Comprehensive
	Income  Years ended October 31, 1998,
	October 30, 1999 and October 28, 2000
|
| | Consolidated Statements of Cash Flows  Years ended
	October 31, 1998, October 30, 1999 and
	October 28, 2000                         
|
| | Consolidated Statements of Shareholders Equity/
	(Deficiency)  Years ended October 31, 1998,
	October 30, 1999 and October 28, 2000 
|
| | Notes to Consolidated Financial Statements 
	October 28, 2000                                                                        
|
| | Report of Independent Auditors                                                                                                        

(a)(2)  Financial Statement Schedules

No schedule or schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange
Commission are required, or such schedules are not applicable,
and therefore, have been omitted.

27



---



##### Table of Contents



(a)(3)  Exhibits

|            |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------- | ----- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |       | Description
|            |       |            
|            | 3.1   |             |  | Restated Certificate of Incorporation of the Company, dated
	April 16, 1999 (incorporated herein by reference to
	Exhibit 3.1 of the Companys registration statement on
	form S-4/ A filed April 22, 1999, SEC File
	No. 333-73179).                                                                                                                                                                                        
|            | 3.2   |             |  | Restated By-Laws of the Company dated April 16, 1999
	(incorporated herein by reference to Exhibit 3.2 of the
	Companys registration statement on form S-4/ A filed
	April  22, 1999, SEC File No. 333-73179).                                                                                                                                                                                                              
|            | 4.1   |             |  | Indenture dated September 26, 1997, between the Company,
	the Subsidiary Guarantors signatory thereto and Harris Trust and
	Savings Bank, as Trustee, relating to the 8 5/8% Senior
	Subordinated Notes due 2007 (the form of which is included in
	such Indenture) (incorporated herein by reference to
	Exhibit 4.1 of the Companys Registration Statement on
	form S-1, filed October 17, 1997, SEC File
	No. 333-38223).
|            | 4.2   |             |  | First Supplemental Indenture, dated December 17, 1998
	between the Company, the Subsidiary Guarantors signatory thereto
	and Harris Trust and Savings Bank, related to the Indenture
	dated September 26, 1997 (incorporated by reference to
	Exhibit 4.4 of the Companys Current Report on
	Form 8-K, filed January 14, 1999).                                                                                             
|            | 4.3   |             |  | Indenture dated December 17, 1998 between the Company, the
	Subsidiary Guarantors signatory thereto and Harris Trust and
	Savings Bank, as Trustee, related to the 8 5/8% Senior
	Subordinated Notes due 2007 (a form of which is included in such
	Indenture) (incorporated by reference to Exhibit 4.5 of the
	Companys Current Report on Form 8-K, filed
	January  14, 1999).                                            
|            | 10.1* |             |  | Form of Stay Pay and Severance Agreement dated June 6,
	1996, between the Company and certain Executive Officers of the
	Company (Michael S. Lipscomb, Frances S. St. Clair, and Paul R.
	Keen) (incorporated herein by reference to Exhibit  10.1 of
	the Companys Registration Statement on form S-1, filed
	October 17, 1997, SEC File No. 333-38223).                                                                   
|            | 10.2* |             |  | Employment Agreement dated February 13, 1989 between the
	Company and Paul R. Keen (incorporated herein by reference to
	Exhibit 10.2 of the Companys Registration Statement
	on form S-1, filed October 17, 1997, SEC File No.
	333-38223).                                                                                                                                                                                
|            | 10.3* |             |  | Employment Agreement dated October 15, 1986 between the
	Company and Michael S. Lipscomb (incorporated herein by
	reference to Exhibit 10.3 of the Companys
	Registration Statement on form S-1, filed October 17, 1997,
	SEC File No. 333-38223).                                                                                                                                                                          
|            | 10.4* |             |  | Argo-Tech Corporation Trust Agreement dated October 28,
	1994 between the Company and Society National Bank, as Trustee,
	relating to the Employment Agreement dated October  15,
	1986 between the Company and Michael S. Lipscomb (incorporated
	herein by reference to Exhibit 10.4 of the Companys
	Registration Statement on form S-1, filed October  17,
	1997, SEC File No. 333-38223).                              
|            | 10.5* |             |  | Argo-Tech Corporation Salaried Pension Plan, dated
	November  1, 1995 (incorporated herein by reference to
	Exhibit 10.5 of the Companys Registration Statement
	on form S-1, filed October 17, 1997, SEC File
	No. 333-38223).                                                                                                                                                                                             
|            | 10.6* |             |  | First Amendment to Argo-Tech Corporation Salaried Pension Plan
	(incorporated herein by reference to Exhibit 10.6 of the
	Companys Registration Statement on form S-1, filed
	October 17, 1997, SEC File No. 333-38223).                                                                                                                                                                                                    
|            | 10.7* |             |  | Argo-Tech Corporation Employee Stock Ownership Plan and Trust
	Agreement, dated May 17, 1994 (incorporated herein by
	reference to Exhibit 10.7 of the Companys
	Registration Statement on form S-1, filed October 17, 1997,
	SEC File No. 333-38223).                                                                                                                                                                      
|            | 10.8* |             |  | First Amendment to the Argo-Tech Corporation Employee Stock
	Ownership Plan and Trust Agreement, dated October 26, 1994
	(incorporated herein by reference to Exhibit 10.8 of the
	Companys Registration Statement on form S-1, filed
	October  17, 1997, SEC File No. 333-38223).                                                                                                                                          
|            | 10.9* |             |  | Second Amendment to the Argo-Tech Corporation Employee Stock
	Ownership Plan and Trust Agreement, dated May 9, 1996
	(incorporated herein by reference to Exhibit 10.9 of the
	Companys Registration Statement on form S-1, filed
	October  17, 1997, SEC File No. 333-38223).                                                                                                                                              
|            | 10.10 | *           |  | Third Amendment to the Argo-Tech Corporation Employee Stock
	Ownership Plan and Trust Agreement, dated July 18, 1997
	(incorporated herein by reference to Exhibit 10.10 of the
	Companys Registration Statement on form S-1, filed
	October  17, 1997, SEC File No. 333-38223).                                                                                                                                            
|            | 10.11 | *           |  | Argo-Tech Corporation Employee Stock Ownership Plan Excess
	Benefit Plan, dated May 17, 1994 (incorporated herein by
	reference to Exhibit 10.11 of the Companys
	Registration Statement on form S-1, filed October 17, 1997,
	SEC File No. 333-38223).                                                                                                                                                                     

28



---



##### Table of Contents



|            |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------- | ----- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |       | Description
|            |       |            
|            | 10.12 |             |  | AT Holdings Corporation Stockholders Agreement, dated
	December 17, 1998 (incorporated herein by reference to
	Exhibit 10.12 of the Companys Annual Report on form
	10-K for the year ended October 30, 1999, SEC File No.
	333-38223).                                                                                                                                                                                                                                                                                       
|            | 10.13 |             |  | AT Holdings Corporation 1998 Supplemental Stockholders
	Agreement, dated December 17, 1998 (incorporated herein by
	reference to Exhibit 10.13 of the Companys Annual
	Report on form 10-K for the year ended October 30, 1999,
	SEC File No. 333-38223).                                                                                                                                                                                                                                                                     
|            | 10.14 | *           |  | Form of Management Incentive Compensation Plan for key employees
	of Argo-Tech (incorporated herein by reference to
	Exhibit 10.19 of the Companys Registration Statement
	on form S-1, filed October 17, 1997, SEC File No.
	333-38223).                                                                                                                                                                                                                                                                                      
|            | 10.15 | *           |  | 1991 Management Incentive Stock Option Plan, as amended, dated
	May 16, 1994 (incorporated herein by reference to
	Exhibit 10.20 of the Companys Registration Statement
	on form S-1, filed October 17, 1997, SEC File No.
	333-38223).                                                                                                                                                                                                                                                                                        
|            | 10.16 | *           |  | Form of Stock Option Agreement in connection with the Management
	Incentive Stock Option Plan, as amended, between Argo-Tech and
	each member of Argo-Techs Executive Staff (incorporated
	herein by reference to Exhibit 10.21 of the Companys
	Registration Statement on form S-1, filed October  17,
	1997, SEC File No. 333-38223).                                                                                                                                                                                       
|            | 10.17 | *           |  | 1991 Performance Stock Option Plan, as amended, dated May 
	16, 1997 (incorporated herein by reference to Exhibit 10.22
	of the Companys Registration Statement on form S-1, filed
	October 17, 1997, SEC File No. 333-38223).                                                                                                                                                                                                                                                                                                 
|            | 10.18 | *           |  | Form of Stock Option Agreement in connection with the 1991
	Performance Stock Option Plan, as amended, between Argo-Tech and
	certain key employees (incorporated herein by reference to
	Exhibit 10.23 of the Companys Registration Statement
	on form S-1, filed October 17, 1997, SEC File No.
	333-38223).                                                                                                                                                                                                                 
|            | 10.19 |             |  | Credit Facility, dated July 18, 1997, as amended and
	restated on September 26, 1997, between Argo-Tech, AT
	Holdings, the lenders party thereto and the Chase Manhattan
	Bank, as Administrative Agent (incorporated herein by reference
	to Exhibit 10.24 of the Companys Registration
	Statement on form S-1, filed October 17, 1997, SEC File
	No. 333-38223).                                                                                                                                                             
|            | 10.20 |             |  | Distributorship Agreement, dated December 24, 1990, between
	Argo-Tech, Yamada Corporation and Vestar Capital Partners, Inc.
	(incorporated herein by reference to Exhibit 10.25 of the
	Companys Registration Statement on form S-1, filed
	October 17, 1997, SEC File No. 333-38223).                                                                                                                                                                                                                                        
|            | 10.21 |             |  | Japan Distributorship Agreement, dated December 24, 1990,
	between Argo-Tech, Aerotech World Trade Corporation, Yamada
	Corporation, Yamada International Corporation and Vestar Capital
	Partners, Inc. (incorporated herein by reference to
	Exhibit 10.26 of the Companys Registration Statement
	on form S-1, filed October 17, 1997, SEC File
	No. 333-38223).                                                                                                                                                            
|            | 10.22 |             |  | Stock Purchase Agreement, dated August 1, 1997, between
	Argo-Tech, J.C. Carter Company, Inc., Robert L. Veloz,
	Individually and as Trustee, Marlene J. Veloz, Individually and
	as Trustee, Edith T. Derbyshire, Individually and as Trustee,
	Harry S. Derbyshire, Individually and as Trustee, Michael Veloz,
	Katherine Canfield and Maureen Partch, as Trustee (incorporated
	herein by reference to Exhibit 10.27 of the Companys
	Registration Statement on form S-1, filed October 17, 1997,
	SEC File No. 333-38223).
|            | 10.23 |             |  | Prism Prototype Retirement Plan & Trust & 401(k) Profit
	Sharing Plan Adoption Agreement, dated November 1, 1994
	(incorporated herein by reference to Exhibit 10.28 of the
	Companys Registration Statement on form S-1, filed
	October  17, 1997, SEC File No. 333-38223).                                                                                                                                                                                                                                                   
|            | 10.24 |             |  | Prism Prototype Retirement Plan and Trust (incorporated herein
	by reference to Exhibit 10.29 of the Companys
	Registration Statement on form S-1, filed October 17, 1997,
	SEC File No. 333-38223).                                                                                                                                                                                                                                                                                                                           
|            | 10.25 |             |  | Agreement of Purchase and Sale between Agnem Holdings, Inc. and
	TRW Inc. dated as of August 5, 1986 (incorporated herein by
	reference to Exhibit 10.30 of the Companys
	Registration Statement on form S-1, filed October 17, 1997,
	SEC File No. 333-38223).                                                                                                                                                                                                                                                                
|            | 10.26 | *           |  | 1997 Stock Appreciation Rights Plan (incorporated herein by
	reference to Exhibit 10.31 of the Companys Annual
	Report on form 10-K, for the year ended October 31, 1998).                                                                                                                                                                                                                                                                                                                                                     
|            | 10.27 | *           |  | AT Holdings Corporation/ Argo-Tech Corporation 1998 Equity
	Replacement Stock Option Plan (incorporated herein by reference
	to Exhibit 10.32 of the Companys registration
	statement on form S-4 filed March 1, 1999, SEC File No.
	333-73179).                                                                                                                                                                                                                                                                               
|            | 10.28 | *           |  | Form of Stock Option Agreement in connection with the AT
	Holdings Corporation/ Argo-Tech Corporation 1998 Equity
	Replacement Stock Option Plan (incorporated herein by reference
	to Exhibit 10.33 of the Companys registration
	statement on form S-4 filed March 1, 1999, SEC File No.
	333-73179).                                                                                                                                                                                                                        

29



---



##### Table of Contents



|            |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------- | ----- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |       | Description
|            |       |            
|            | 10.29 | *           |  | First Amendment to the Argo-Tech Corporation Employee Stock
	Ownership Plan Excess Benefit Plan (incorporated herein by
	reference to Exhibit 10.34 of the Companys
	registration statement on form S-4 filed March 1, 1999, SEC
	File No.  333-73179).                                                                                                                                                                                   
|            | 10.30 |             |  | Amendment, dated December 4, 1998 to the Amended and
	Restated Credit Facility, dated July 18, 1997, as amended
	and restated on September 26, 1997, between Argo-Tech, AT
	Holdings Corporation, the Lenders party thereto and Chase
	Manhattan Bank, as Administrative Agent (incorporated herein by
	reference to Exhibit 10.32 of the Companys
	registration statement on form S4/ A filed April 22, 1999,
	SEC File No.  333-73179).
|            | 10.31 | **          |  | Amendment, dated June 9, 2000 to the Amended and Restated
	Credit Facility, dated July 18, 1997, as amended and
	restated on September 26, 1997, between Argo-Tech, AT
	Holdings Corporation, the Lenders party thereto and Chase
	Manhattan Bank, as Administrative Agent.                                                                                                                                                                

| |      |  |  |                                                                                                                                                                             
| | ---- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 12** |  |  | Statement regarding computation of ratios.                                                                                                                                  
| | 21   |  |  | List of Subsidiaries (incorporated herein by reference to
	Exhibit 21 of the Companys Registration Statement on
	form S-1, filed October 17, 1997, SEC File No. 333-38223).



---



|    |                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------
|*   | Reflects management contract or other compensatory arrangement
	required to be filed as an exhibit pursuant to Item 14(c)
	of this Report.
|   
|**  | Filed herewith                                                                                                                            
|   
|(b) | We did not file any reports on Form 8-K during the fourth
	quarter of 2000.                                                               



|    |                                                                                                  
|--- | -------------------------------------------------------------------------------------------------
|(c) | The exhibits which are listed under Item 14(a)(3) are filed
	or incorporated by reference herein.



|    |                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------
|(d) | No financial statement schedules are required to be filed
	herein, therefore, none are listed under Item 14(a)(2).

Supplemental Information to be furnished with reports filed
pursuant to Section 15(d) of the Act by Registrants which have
not registered securities pursuant to Section 12 of the Act

No annual report or proxy statement covering our last fiscal
year has been or will be circulated to security holders.

30



---



##### Table of Contents



SIGNATURES

Pursuant to the requirements of Section 13 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.



| |                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ARGO-TECH CORPORATION                                                                                                                                         
|
| | By: /s/ FRANCES S. ST. CLAIR 
	     
	_________________________________________ 
	     Frances S. St. Clair 
	     Vice President and Chief Financial
	Officer



| |                       
| | ----------------------
| | Date: January 25, 2001

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.

|                                             |  |                                                                                             |  |                  
|-------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | -----------------
|SIGNATURE                                    |  | TITLE                                                                                       |  | DATE             
|                                             |  |                                                                                             |  |                  
|/s/ MICHAEL S. LIPSCOMBMichael S. Lipscomb   |  | Chairman, President and Chief Executive Officer and Director
	(Principal Executive Officer) |  | January 25,  2001
|                                            
|/s/ FRANCES S. ST. CLAIRFrances S. St. Clair |  | Vice President and Chief Financial Officer and Director
	(Principal Financial Officer)      |  | January 25,  2001
|                                            
|/s/ PAUL R. KEENPaul R. Keen                 |  | Vice President, General Counsel, Secretary and Director                                     |  | January 25,  2001
|                                            
|/s/ PAUL A. SKLADPaul A. Sklad               |  | Controller (Principal Accounting Officer)                                                   |  | January 25,  2001

31



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##### Table of Contents



ARGO-TECH CORPORATION AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K:

FISCAL YEAR ENDED OCTOBER 28, 2000


ITEM 8 AND ITEM 14(a)(1)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



---



##### Table of Contents



ARGO-TECH CORPORATION AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of AT Holdings Corporation)







INDEX TO FINANCIAL STATEMENTS





|                                                                                                                                                    |  |      |          | 
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -------- | 
|                                                                                                                                                    |  | Page
|                                                                                                                                                    |  |     
|INDEPENDENT AUDITORS REPORT                                                                                                                        |  |      | F-1      | 
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 28, 2000 AND
	OCTOBER 30, 1999                                                                            |  |      | F-2      | 
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME
	FOR THE FISCAL YEARS ENDED OCTOBER 28, 2000,
	OCTOBER 30, 1999 AND OCTOBER 31, 1998 |  |      | F-3      | 
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|CONSOLIDATED STATEMENTS OF SHAREHOLDERS
	EQUITY/(DEFICIENCY) FOR THE FISCAL YEARS ENDED OCTOBER 28,
	2000, OCTOBER 30, 1999, AND OCTOBER 31, 1998  |  |      | F-4      | 
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED
	OCTOBER 28, 2000, OCTOBER 30, 1999, AND OCTOBER 31,
	1998                         |  |      | F-5      | 
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS
	ENDED OCTOBER 28, 2000, OCTOBER 30, 1999, AND
	OCTOBER 31, 1998                    |  |      | F-6-F-19 | 





---



##### Table of Contents






INDEPENDENT AUDITORS REPORT

To the Shareholder and Board of Directors





We have audited the accompanying consolidated balance sheets of
Argo-Tech Corporation and Subsidiaries (A Wholly-Owned
Subsidiary of AT Holdings Corporation) (the
Company) as of October 28, 2000 and
October 30, 1999 and the related consolidated statements of
net income and comprehensive income, shareholders
equity/(deficiency), and cash flows for each of the three years
in the period ended October 28, 2000. These financial
statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of the Company as of October 28, 2000 and
October 30, 1999, and the results of their operations and
their cash flows for each of the three years in the period ended
October 28, 2000 in conformity with accounting principles
generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Cleveland, Ohio



F-1



---



##### Table of Contents



ARGO-TECH CORPORATION AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of AT Holdings Corporation)







CONSOLIDATED BALANCE SHEETS


OCTOBER 28, 2000 AND OCTOBER 30, 1999


(In thousands, except share data)





|                                                        |                                                                                         |                                         |         |         |         |   |         |         |         |  
|------------------------------------------------------- | --------------------------------------------------------------------------------------- | --------------------------------------- | ------- | ------- | ------- | - | ------- | ------- | ------- | -
|                                                        |                                                                                         | 2000                                    |         | 1999   
|                                                        |                                                                                         |                                         |         |        
|ASSETS                                                  |                                                                                         |                                         |         |         |         |   |         |        
|                                                       
|                                                       
|                                                       
|                                                       
|CURRENT ASSETS:                                         |                                                                                         |                                         |         |         |         |   |         |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Cash and cash equivalents                                                               |                                         | $       | 5,174   |         |   | $       | 3,873   |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Receivables, net                                                                        |                                         |         | 27,008  |         |   |         | 30,169  |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Inventories                                                                             |                                         |         | 30,115  |         |   |         | 34,043  |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Deferred income taxes and prepaid expenses                                              |                                         |         | 5,613   |         |   |         | 5,322   |        
|                                                        |                                                                                         |                                         |         |         |         |   |         |        
|                                                        |                                                                                         | Total current assets                    |         |         | 67,910  |   |         |         | 73,407  |  
|                                                        |                                                                                         |                                         |         |         |         |   |         |        
|PROPERTY AND EQUIPMENT, net of accumulated depreciation |                                                                                         |                                         | 32,701  |         |         |   | 35,653  |        
|                                                       
|                                                       
|                                                       
|                                                       
|GOODWILL, net of accumulated amortization               |                                                                                         |                                         | 112,422 |         |         |   | 115,942 |        
|                                                       
|                                                       
|                                                       
|                                                       
|INTANGIBLE ASSETS, net of accumulated amortization      |                                                                                         |                                         | 48,173  |         |         |   | 52,202  |        
|                                                       
|                                                       
|                                                       
|                                                       
|OTHER ASSETS                                            |                                                                                         |                                         | 16,128  |         |         |   | 17,541  |        
|                                                        |                                                                                         |                                         |         |         |         |   |         |        
|                                                        |                                                                                         | Total Assets                            |         | $       | 277,334 |   |         | $       | 294,745 |  
|                                                        |                                                                                         |                                         |         |         |         |   |         |        
|LIABILITIES                                             |                                                                                         |                                         |         |         |         |   |         |        
|                                                       
|                                                       
|                                                       
|                                                       
|CURRENT LIABILITIES:                                    |                                                                                         |                                         |         |         |         |   |         |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Current portion of long-term debt                                                       |                                         | $       | 11,634  |         |   | $       | 12,454  |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Accounts payable                                                                        |                                         |         | 4,990   |         |   |         | 6,647   |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Accrued liabilities                                                                     |                                         |         | 18,009  |         |   |         | 18,928  |        
|                                                        |                                                                                         |                                         |         |         |         |   |         |        
|                                                        |                                                                                         | Total current liabilities               |         |         | 34,633  |   |         |         | 38,029  |  
|                                                        |                                                                                         |                                         |         |         |         |   |         |        
|LONG-TERM DEBT, net of current maturities               |                                                                                         |                                         | 253,128 |         |         |   | 264,533 |        
|                                                       
|                                                       
|                                                       
|                                                       
|OTHER NONCURRENT LIABILITIES                            |                                                                                         |                                         | 27,432  |         |         |   | 27,926  |        
|                                                        |                                                                                         |                                         |         |         |         |   |         |        
|                                                        |                                                                                         | Total Liabilities                       |         |         | 315,193 |   |         |         | 330,488 |  
|                                                        |                                                                                         |                                         |         |         |         |   |         |        
|REDEEMABLE ESOP STOCK                                   |                                                                                         |                                         | 26,863  |         |         |   | 50,772  |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Unearned ESOP stock                                                                     |                                         |         | (5,880  | )       |   |         | (7,560  | )      
|                                                        |                                                                                         |                                         |         |         |         |   |         |        
|                                                        |                                                                                         |                                         | 20,983  |         |         |   | 43,212  |        
|                                                       
|                                                       
|                                                       
|                                                       
|SHAREHOLDERS EQUITY/(DEFICIENCY):                      |                                                                                         |                                         |         |         |         |   |         |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Common Stock, $.01 par value, authorized 3,000 shares; 1 
	share issued and outstanding |                                         |         |        |         |   |         |        |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Paid-in capital                                                                         |                                         |         |        |         |   |         |        |        
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Accumulated deficit                                                                     |                                         |         | (58,842 | )       |   |         | (78,955 | )      
|                                                        |                                                                                         |                                         |         |         |         |   |         |        
|                                                        |                                                                                         | Total shareholders equity/(deficiency) |         |         | (58,842 | ) |         |         | (78,955 | )
|                                                        |                                                                                         |                                         |         |         |         |   |         |        
|Total Liabilities and Shareholders Equity/(Deficiency) |                                                                                         | $                                       | 277,334 |         |         | $ | 294,745 |        
|                                                        |                                                                                         |                                         |         |         |         |   |         |        

The accompanying notes to consolidated financial statements are
an integral part of this statement.

F-2



---



##### Table of Contents



ARGO-TECH CORPORATION AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of AT Holdings Corporation)







CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE
INCOME


FOR THE FISCAL YEARS ENDED OCTOBER 28, 2000,
OCTOBER 30, 1999


AND OCTOBER 31, 1998


(In thousands)





|                                        |                                                                                |                    |         |      |        |      |         |       |        |   |         |      |        | 
|--------------------------------------- | ------------------------------------------------------------------------------ | ------------------ | ------- | ---- | ------ | ---- | ------- | ----- | ------ | - | ------- | ---- | ------ | 
|                                        |                                                                                | 2000               |         | 1999 |        | 1998
|                                        |                                                                                |                    |         |      |        |     
|Net revenues                            |                                                                                | $                  | 159,353 |      |        | $    | 176,178 |       |        | $ | 174,035 |     
|                                       
|                                       
|                                       
|                                       
|Cost of revenues                        |                                                                                |                    | 92,483  |      |        |      | 96,782  |       |        |   | 107,203 |     
|                                        |                                                                                |                    |         |      |        |      |         |       |        |   |         |     
|                                        |                                                                                | Gross profit       |         |      | 66,870 |      |         |       | 79,396 |   |         |      | 66,832 | 
|                                        |                                                                                |                    |         |      |        |      |         |       |        |   |         |     
|Selling, general and administrative     |                                                                                |                    | 24,404  |      |        |      | 28,791  |       |        |   | 24,413  |     
|                                       
|                                       
|                                       
|                                       
|Research and development                |                                                                                |                    | 9,597   |      |        |      | 9,281   |       |        |   | 6,880   |     
|                                       
|                                       
|                                       
|                                       
|Amortization of intangible assets       |                                                                                |                    | 7,517   |      |        |      | 7,478   |       |        |   | 7,480   |     
|                                        |                                                                                |                    |         |      |        |      |         |       |        |   |         |     
|                                        |                                                                                | Operating expenses |         |      | 41,518 |      |         |       | 45,550 |   |         |      | 38,773 | 
|                                        |                                                                                |                    |         |      |        |      |         |       |        |   |         |     
|Income from operations                  |                                                                                |                    | 25,352  |      |        |      | 33,846  |       |        |   | 28,059  |     
|                                       
|                                       
|                                       
|                                       
|Interest expense                        |                                                                                |                    | 25,644  |      |        |      | 25,003  |       |        |   | 21,030  |     
|                                       
|                                       
|                                       
|                                       
|Other, net                              |                                                                                |                    | (402    | )    |        |      | (516    | )     |        |   | (268    | )   
|                                        |                                                                                |                    |         |      |        |      |         |       |        |   |         |     
|Income before income taxes              |                                                                                |                    | 110     |      |        |      | 9,359   |       |        |   | 7,297   |     
|                                       
|                                       
|                                       
|                                       
|Income tax provision (benefit)          |                                                                                |                    | (642    | )    |        |      | 4,021   |       |        |   | 3,400   |     
|                                        |                                                                                |                    |         |      |        |      |         |       |        |   |         |     
|Net income                              |                                                                                |                    | 752     |      |        |      | 5,338   |       |        |   | 3,897   |     
|                                        |                                                                                |                    |         |      |        |      |         |       |        |   |         |     
|Other comprehensive income, net of tax: |                                                                                |                    |         |      |        |      |         |       |        |   |         |     
|                                       
|                                       
|                                       
|                                       
|                                        | Foreign currency translation adjustment, net of income tax of
	$(40) and $(53) |                    |         | 61   |        |      |         | 79    |        |   |         |     |       
|                                       
|                                       
|                                       
|                                       
|                                        | Minimum pension liability adjustment, net of income tax of
	$(670) and $353    |                    |         |     |        |      |         | 1,004 |        |   |         | (529 | )     
|                                        |                                                                                |                    |         |      |        |      |         |       |        |   |         |     
|                                        | Other comprehensive income/(loss)                                              |                    |         | 61   |        |      |         | 1,083 |        |   |         | (529 | )     
|                                        |                                                                                |                    |         |      |        |      |         |       |        |   |         |     
|Comprehensive income                    |                                                                                | $                  | 813     |      |        | $    | 6,421   |       |        | $ | 3,368   |     
|                                        |                                                                                |                    |         |      |        |      |         |       |        |   |         |     

The accompanying notes to consolidated financial statements are
an integral part of this statement.

F-3



---



##### Table of Contents



ARGO-TECH CORPORATION AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of AT Holdings Corporation)







CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY/
(DEFICIENCY)


FOR THE FISCAL YEARS ENDED OCTOBER 28, 2000,
OCTOBER 30, 1999


AND OCTOBER 31, 1998


(In thousands)





|                                                                |  |        |   |         |  |             |   |       |  |   |         |   |  |   |         |  
|--------------------------------------------------------------- |  | ------ | - | ------- |  | ----------- | - | ----- |  | - | ------- | - |  | - | ------- | -
|                                                                |  | Common |   | Paid-In |  | Accumulated |   |      
|                                                                |  | Stock  |   | Capital |  | Deficit     |   | Total
|                                                                |  |        |   |         |  |             |   |      
|Balance, October 25, 1997                                       |  | $      |  |         |  | $           |  |       |  | $ | (27,941 | ) |  | $ | (27,941 | )
|                                                               
|                                                               
|                                                               
|                                                               
|Net income                                                      |  |        |   |         |  |             |   |       |  |   | 3,897   |   |  |   | 3,897   |  
|                                                               
|                                                               
|                                                               
|                                                               
|Accretion of redeemable common stock                            |  |        |   |         |  |             |   |       |  |   | (1,900  | ) |  |   | (1,900  | )
|                                                               
|                                                               
|                                                               
|                                                               
|Accretion of redeemable ESOP stock                              |  |        |   |         |  |             |   |       |  |   | (9,418  | ) |  |   | (9,418  | )
|                                                               
|                                                               
|                                                               
|                                                               
|Additional minimum pension liability                            |  |        |   |         |  |             |   |       |  |   | (882    | ) |  |   | (882    | )
|                                                               
|                                                               
|                                                               
|                                                               
|Other, net                                                      |  |        |   |         |  |             |   |       |  |   | (42     | ) |  |   | (42     | )
|                                                                |  |        |   |         |  |             |   |       |  |   |         |   |  |   |         |  
|Balance, October 31, 1998                                       |  |        |  |         |  |             |  |       |  |   | (36,286 | ) |  |   | (36,286 | )
|                                                               
|                                                               
|                                                               
|                                                               
|Net income                                                      |  |        |   |         |  |             |   |       |  |   | 5,338   |   |  |   | 5,338   |  
|                                                               
|                                                               
|                                                               
|                                                               
|Elimination of redemption feature of common stock               |  |        |   |         |  |             |   |       |  |   | 6,713   |   |  |   | 6,713   |  
|                                                               
|                                                               
|                                                               
|                                                               
|Accretion of redeemable ESOP stock                              |  |        |   |         |  |             |   |       |  |   | (6,655  | ) |  |   | (6,655  | )
|                                                               
|                                                               
|                                                               
|                                                               
|Dividend                                                        |  |        |   |         |  |             |   |       |  |   | (53,568 | ) |  |   | (53,568 | )
|                                                               
|                                                               
|                                                               
|                                                               
|Reduction of minimum pension liability                          |  |        |   |         |  |             |   |       |  |   | 1,674   |   |  |   | 1,674   |  
|                                                               
|                                                               
|                                                               
|                                                               
|Activity related to stock appreciation rights and stock options |  |        |   |         |  |             |   |       |  |   | 3,914   |   |  |   | 3,914   |  
|                                                               
|                                                               
|                                                               
|                                                               
|Other, net                                                      |  |        |   |         |  |             |   |       |  |   | (85     | ) |  |   | (85     | )
|                                                                |  |        |   |         |  |             |   |       |  |   |         |   |  |   |         |  
|Balance, October 30, 1999                                       |  |        |  |         |  |             |  |       |  |   | (78,955 | ) |  |   | (78,955 | )
|                                                               
|                                                               
|                                                               
|                                                               
|Net income                                                      |  |        |   |         |  |             |   |       |  |   | 752     |   |  |   | 752     |  
|                                                               
|                                                               
|                                                               
|                                                               
|Reduction of redeemable ESOP stock                              |  |        |   |         |  |             |   |       |  |   | 25,133  |   |  |   | 25,133  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Dividend                                                        |  |        |   |         |  |             |   |       |  |   | (5,383  | ) |  |   | (5,383  | )
|                                                               
|                                                               
|                                                               
|                                                               
|Other, net                                                      |  |        |   |         |  |             |   |       |  |   | (389    | ) |  |   | (389    | )
|                                                                |  |        |   |         |  |             |   |       |  |   |         |   |  |   |         |  
|Balance, October 28, 2000                                       |  | $      |  |         |  | $           |  |       |  | $ | (58,842 | ) |  | $ | (58,842 | )
|                                                                |  |        |   |         |  |             |   |       |  |   |         |   |  |   |         |  

The accompanying notes to consolidated financial statements are
an integral part of this statement.

F-4



---



##### Table of Contents



ARGO-TECH CORPORATION AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of AT Holdings Corporation)







CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE FISCAL YEARS ENDED OCTOBER 28, 2000,
OCTOBER 30, 1999


AND OCTOBER 31, 1998


(In thousands)





|                                      |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |         |        |        |  
|------------------------------------- | ---------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ----------------------------- | ------- | ------ | ------ | - | ------- | ------ | ------ | - | ------- | ------ | ------ | -
|                                      |                                                                                    | 2000                                                                                            |                               | 1999    |        | 1998  
|                                      |                                                                                    |                                                                                                 |                               |         |        |       
|Cash Flows From Operating Activities: |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |        
|                                     
|                                     
|                                     
|                                     
|                                      | Net income                                                                         |                                                                                                 | $                             | 752     |        |        | $ | 5,338   |        |        | $ | 3,897   |       
|                                     
|                                     
|                                     
|                                     
|                                      | Adjustments to reconcile net income to net cash provided by
	operating activities: |                                                                                                 |                               |         |        |        |   |         |        |        |   |         |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    | Depreciation                                                                                    |                               |         | 5,977  |        |   |         | 6,561  |        |   |         | 6,809  |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    | Amortization of intangible assets and deferred financing costs                                  |                               |         | 9,658  |        |   |         | 9,412  |        |   |         | 8,470  |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    | Accretion of bond discount                                                                      |                               |         | 230    |        |   |         | 186    |        |   |         |        |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    | Compensation expense recognized in connection with employee
	stock ownership plan               |                               |         | 2,972  |        |   |         | 4,322  |        |   |         | 3,911  |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    | Compensation expense recognized in connection with stock
	appreciation rights and stock options |                               |         |        |        |   |         | 2,983  |        |   |         |        |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    | Amortization of inventory step-up                                                               |                               |         | 155    |        |   |         | 77     |        |   |         | 10,681 |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    | Deferred income taxes                                                                           |                               |         | (2,136 | )      |   |         | (2,535 | )      |   |         | (6,074 | )     
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    | Changes in operating assets and liabilities:                                                    |                               |         |        |        |   |         |        |        |   |         |        |       
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    |                                                                                                 | Receivables                   |         |        | 3,161  |   |         |        | (6,079 | ) |         |        | 517    |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    |                                                                                                 | Inventories                   |         |        | 3,773  |   |         |        | (3,682 | ) |         |        | (1,855 | )
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    |                                                                                                 | Prepaid expenses              |         |        | (191   | ) |         |        | (202   | ) |         |        | 78     |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    |                                                                                                 | Accounts payable              |         |        | (1,657 | ) |         |        | (1,216 | ) |         |        | 1,302  |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    |                                                                                                 | Accrued and other liabilities |         |        | 382    |   |         |        | (519   | ) |         |        | 1,666  |  
|                                     
|                                     
|                                     
|                                     
|                                      |                                                                                    | Other, net                                                                                      |                               |         | (649   | )      |   |         | 652    |        |   |         | 369    |       
|                                      |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |        
|                                      | Net cash provided by operating activities                                          |                                                                                                 |                               | 22,427  |        |        |   | 15,298  |        |        |   | 29,771  |       
|                                      |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |        
|Cash Flows From Investing Activities: |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |        
|                                     
|                                     
|                                     
|                                     
|                                      | Acquisition of Durodyne, net of cash acquired                                      |                                                                                                 |                               |         |        |        |   | (2,587  | )      |        |   |         |       
|                                     
|                                     
|                                     
|                                     
|                                      | Capital expenditures                                                               |                                                                                                 |                               | (3,025  | )      |        |   | (6,050  | )      |        |   | (5,610  | )     
|                                      |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |        
|                                      | Net cash used in investing activities                                              |                                                                                                 |                               | (3,025  | )      |        |   | (8,637  | )      |        |   | (5,610  | )     
|                                      |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |        
|Cash Flows From Financing Activities: |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |        
|                                     
|                                     
|                                     
|                                     
|                                      | Sale of senior subordinated notes                                                  |                                                                                                 |                               |         |        |        |   | 52,250  |        |        |   |         |       
|                                     
|                                     
|                                     
|                                     
|                                      | Additional borrowing of long-term debt                                             |                                                                                                 |                               | 6,000   |        |        |   | 3,200   |        |        |   |         |       
|                                     
|                                     
|                                     
|                                     
|                                      | Repayment of long-term debt                                                        |                                                                                                 |                               | (17,343 | )      |        |   | (7,147  | )      |        |   | (21,476 | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Durodyne acquisition note payable                                                  |                                                                                                 |                               | (1,112  | )      |        |   | 1,112   |        |        |   |         |       
|                                     
|                                     
|                                     
|                                     
|                                      | Payment of financing related fees                                                  |                                                                                                 |                               | (263    | )      |        |   | (10,213 | )      |        |   | (468    | )     
|                                     
|                                     
|                                     
|                                     
|                                      | Dividend                                                                           |                                                                                                 |                               | (5,383  | )      |        |   | (53,568 | )      |        |   |         |       
|                                      |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |        
|                                      | Net cash used in financing activities                                              |                                                                                                 |                               | (18,101 | )      |        |   | (14,366 | )      |        |   | (21,944 | )     
|                                      |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |        
|Cash and Cash Equivalents:            |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |        
|                                     
|                                     
|                                     
|                                     
|                                      | Net increase (decrease) for the period                                             |                                                                                                 |                               | 1,301   |        |        |   | (7,705  | )      |        |   | 2,217   |       
|                                     
|                                     
|                                     
|                                     
|                                      | Balance, Beginning of period                                                       |                                                                                                 |                               | 3,873   |        |        |   | 11,578  |        |        |   | 9,361   |       
|                                      |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |        
|                                      | Balance, End of period                                                             |                                                                                                 | $                             | 5,174   |        |        | $ | 3,873   |        |        | $ | 11,578  |       
|                                      |                                                                                    |                                                                                                 |                               |         |        |        |   |         |        |        |   |        

The accompanying notes to consolidated financial statements are
an integral part of this statement.

F-5



---



##### Table of Contents



ARGO-TECH CORPORATION AND SUBSIDIARIES

(A Wholly-Owned Subsidiary of AT Holdings Corporation)







NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE FISCAL YEARS ENDED OCTOBER 28, 2000,
OCTOBER 30, 1999 AND OCTOBER 31, 1998





1.  Basis of Presentation

Argo-Tech Corporation and Subsidiaries (the
Company) (A Wholly-Owned Subsidiary of AT Holdings
Corporation) principal operations include the design,
manufacture and distribution of aviation products, primarily
aircraft fuel pumps, throughout the world. In addition, the
Company leases a portion of its manufacturing facility to other
parties. The Companys fiscal year ends on the last
Saturday in October. The fiscal years ended October 28,
2000 and October 30, 1999 consisted of 52 weeks and
the fiscal year ended October 31, 1998 consisted of
53 weeks. The Company is obligated to fulfill certain
obligations of AT Holdings Corporation. As a result, those
obligations have been reflected in the Companys financial
statements. Certain reclassifications have been made in the
prior years financial statements to conform to the current
year presentation.

The Company is a parent, holding company with 4 wholly-owned
operating guarantor subsidiaries, Argo-Tech Corporation (HBP),
Argo-Tech Corporation (OEM), Argo-Tech Corporation (Aftermarket)
and J.C. Carter Company, Inc. (Carter). The Company
has no outside assets, liabilities or operations apart from its
wholly-owned subsidiaries. The Senior Subordinated Notes (Note
11) are fully, unconditionally, jointly and severally guaranteed
by the guarantor subsidiaries, and therefore, separate financial
statements of the guarantor subsidiaries will not be presented.
The Company also has one wholly-owned, non-guarantor subsidiary
that has inconsequential assets, liabilities and equity, and its
only operations are the result of intercompany activity which is
immediately dividended back to the Company.

2.  Summary of Significant Accounting Policies

Principles of Consolidation  The
consolidated financial statements include the accounts of the
Company. All material intercompany accounts and transactions
between these entities have been eliminated.

Cash Equivalents  Cash equivalents
represent short-term investments with an original maturity of
three months or less.

Receivables  The Company does not
generally require collateral or other security to guarantee
trade receivables.

Inventories  Inventories are stated at
standard cost which approximates the costs which would be
determined using the first-in, first-out (FIFO) method. The
recorded value of inventories is not in excess of market value.

Property and Equipment  Property and
equipment are stated at cost and are depreciated using the
straight-line or an accelerated method over their estimated
useful lives as follows:

|                           |  |              
|-------------------------- |  | -------------
|                          
|                          
|                          
|                          
|Buildings and improvements |  | 7 to 30 years
|                          
|                          
|                          
|                          
|Equipment                  |  | 3 to 10 years

Goodwill  Goodwill is amortized on a
straight-line basis over forty years. Accumulated amortization
at October 28, 2000 and October 30, 1999 was
$27,843,000 and $24,353,000, respectively. The Company assesses
the recoverability of goodwill by determining whether the
amortization over the remaining life can be recovered through
projected undiscounted future operations.

F-6



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##### Table of Contents



Intangible Assets  In conjunction with
the acquisition of J.C. Carter in 1997, the Company recognized
identified intangible assets which are amortized on a straight
line basis over their estimated economic lives as follows:

|                    |  |            
|------------------- |  | -----------
|                   
|                   
|                   
|                   
|Workforce           |  | 8 Years    
|                   
|                   
|                   
|                   
|Contracts           |  | 10 Years   
|                   
|                   
|                   
|                   
|Spare Parts Annuity |  | 10-28 Years
|                   
|                   
|                   
|                   
|Patents             |  | 14-17 Years

Deferred Financing Costs  The costs of
obtaining financing are amortized over the terms of the
financing. The amortized cost is included in interest expense in
the consolidated statements of net income. Accumulated
amortization at October 28, 2000 and October 30, 1999
was $5,205,000, and $3,064,000 respectively.

Redeemable Stock  Redeemable ESOP Stock
has been excluded from Shareholders Equity/ (Deficiency)
due to the ability of the holders of AT Holdings common stock to
put, subject to certain restrictions, the shares to
the Company. The increase/ (decrease) in the Redeemable
ESOP Stock has been recorded in Accumulated Deficit.

Foreign Currency Translation  Assets
and liabilities of the Companys foreign subsidiaries are
translated into U.S. dollars at the current rate of exchange,
while revenues and expenses are translated at the average
exchange rate during the year. Adjustments from translating
foreign subsidiaries financial statements are excluded
from the consolidated statements of net income and are reported
as a component of shareholders equity/ (deficiency).

Revenues and Cost Recognition  Revenues
are generally recognized when goods are shipped or services
provided.

The Companys product development activities are conducted
principally under cost-sharing arrangements that are funded by
the Company. The need for and timing of expenditures under these
arrangements is generally determined by the Company. The
estimated unreimbursable costs under the activities are expensed
as incurred.

Costs and estimated earnings in excess of billings on
uncompleted contracts represents costs incurred plus estimated
profit, less amounts billed to customers. Incurred costs include
production costs and related overhead. General and
administrative expenses and research and development expenses
are considered period costs and, accordingly, are charged to
operations on a current basis. Certain customers have title to,
or security interest in, certain inventories by reason of
progress payments.

Income Taxes  Income taxes are
accounted for under the asset and liability approach, which can
result in recording tax provisions or benefits in periods
different than the periods in which such taxes are paid or
benefits realized. Expected tax benefits from temporary
differences that will result in deductible amounts in future
years and from carryforwards, if it is more likely than not that
such tax benefits will be realized, are recognized currently.

Use of Estimates  The preparation of
financial statements in conformity with accounting principles
generally accepted in the United States of America requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.

3.  Recapitalization

On December 17, 1998, AT Holdings entered into an agreement
to repurchase 639,510 shares of stock from AT Holdings, LLC, the
companys largest shareholder for $79.4 million plus
transaction expenses. The transaction, which was consummated on
January 4, 1999, was funded by the proceeds of
Argo-Techs issuance of $55.0 million in principal
amount of 8 5/8% Senior Subordinated Notes, issued at a 5%
discount, due 2007 in a private offering on December 17,
1998, $50.0 million of which was dividended to AT Holdings;
the proceeds of the issuance by AT Holdings of 30,000 shares of
its preferred stock to Chase Venture Capital Associates, L.P.;

F-7



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##### Table of Contents





4.  Acquisition of Durodyne, Inc.

On August 19, 1999, Argo-Tech purchased all the outstanding
stock of Durodyne, Inc., a manufacturer of specialty industrial
hose for aerospace, chemical transfer and marine applications
for $3.4 million, including acquisition costs. The
acquisition was funded with $2.3 million of cash and a note
payable for $1.1 million. Durodyne is a subsidiary of J.C.
Carter Company, Inc. The acquisition was accounted for using the
purchase method of accounting, and accordingly, an allocation of
the purchase price has been made using estimated fair market
values of the assets acquired and liabilities assumed as of the
acquisition date and the results of its operations have been
included since the date of acquisition. The purchase price of
$3.4 million exceeded the net assets of Durodyne at the
date of acquisition by $1.6 million. This amount was
considered goodwill that is being amortized on a straight-line
basis over 40 years.

5.  Supplemental Financial Statement Information

The major components of the following balance sheet captions
were (in thousands):

|                     |                                   |             |   |             |        |  |   |        |        | 
|-------------------- | --------------------------------- | ----------- | - | ----------- | ------ |  | - | ------ | ------ | 
|                     |                                   | October 28, |   | October 30,
|                     |                                   | 2000        |   | 1999       
|                     |                                   |             |   |            
|Intangible assets:   |                                   |             |   |             |        |  |   |       
|                    
|                    
|                    
|                    
|                     | Workforce                         |             | $ | 4,900       |        |  | $ | 4,900  |       
|                    
|                    
|                    
|                    
|                     | Contracts                         |             |   | 17,100      |        |  |   | 17,100 |       
|                    
|                    
|                    
|                    
|                     | Spare parts annuity               |             |   | 38,200      |        |  |   | 38,200 |       
|                    
|                    
|                    
|                    
|                     | Patents                           |             |   | 380         |        |  |   | 380    |       
|                     |                                   |             |   |             |        |  |   |       
|                     |                                   | Total       |   |             | 60,580 |  |   |        | 60,580 | 
|                    
|                    
|                    
|                    
|                     | Accumulated amortization          |             |   | (12,407     | )      |  |   | (8,378 | )     
|                     |                                   |             |   |             |        |  |   |       
|                     |                                   | Total  net |   | $           | 48,173 |  |   | $      | 52,202 | 
|                     |                                   |             |   |             |        |  |   |       
|Accrued liabilities: |                                   |             |   |             |        |  |   |       
|                    
|                    
|                    
|                    
|                     | Salaries and accrued compensation |             | $ | 5,919       |        |  | $ | 6,693  |       
|                    
|                    
|                    
|                    
|                     | Accrued interest                  |             |   | 1,313       |        |  |   | 1,432  |       
|                    
|                    
|                    
|                    
|                     | Accrued warranty                  |             |   | 2,258       |        |  |   | 2,586  |       
|                    
|                    
|                    
|                    
|                     | Accrued income taxes              |             |   | 1,486       |        |  |   | 2,359  |       
|                    
|                    
|                    
|                    
|                     | Other                             |             |   | 7,033       |        |  |   | 5,858  |       
|                     |                                   |             |   |             |        |  |   |       
|                     |                                   | Total       |   | $           | 18,009 |  |   | $      | 18,928 | 
|                     |                                   |             |   |             |        |  |   |       

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##### Table of Contents



|                              |                       |             |   |             |        |  |   |        |        | 
|----------------------------- | --------------------- | ----------- | - | ----------- | ------ |  | - | ------ | ------ | 
|                              |                       | October 28, |   | October 30,
|                              |                       | 2000        |   | 1999       
|                              |                       |             |   |            
|Other noncurrent liabilities: |                       |             |   |             |        |  |   |       
|                             
|                             
|                             
|                             
|                              | Deferred income taxes |             | $ | 16,443      |        |  | $ | 18,569 |       
|                             
|                             
|                             
|                             
|                              | Other                 |             |   | 10,989      |        |  |   | 9,357  |       
|                              |                       |             |   |             |        |  |   |       
|                              |                       | Total       |   | $           | 27,432 |  |   | $      | 27,926 | 
|                              |                       |             |   |             |        |  |   |       

6.  Receivables

Receivables consist of the following (in thousands):

|                                                                              |                                                          |                      |        |             |       |   |        |         |     | 
|----------------------------------------------------------------------------- | -------------------------------------------------------- | -------------------- | ------ | ----------- | ----- | - | ------ | ------- | --- | 
|                                                                              |                                                          | October 28,          |        | October 30,
|                                                                              |                                                          | 2000                 |        | 1999       
|                                                                              |                                                          |                      |        |            
|Amounts billed  net of allowance for uncollectible
	amounts of $347 and $240 |                                                          | $                    | 25,832 |             |       | $ | 29,529 |        
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|Amounts unbilled (principally commercial customers):                          |                                                          |                      |        |             |       |   |        |        
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Net reimbursable costs incurred on uncompleted contracts |                      |        | 16,149      |       |   |        | 15,631  |    
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                              | Billings to date                                         |                      |        | (14,973     | )     |   |        | (14,991 | )  
|                                                                              |                                                          |                      |        |             |       |   |        |        
|                                                                              |                                                          | Total unbilled  net |        |             | 1,176 |   |        |         | 640 | 
|                                                                              |                                                          |                      |        |             |       |   |        |        
|Net receivables                                                               |                                                          | $                    | 27,008 |             |       | $ | 30,169 |        
|                                                                              |                                                          |                      |        |             |       |   |        |        

7.  Inventories

Inventories consist of the following (in thousands):

|                                          |       |             |        |             |  |   |        |        | 
|----------------------------------------- | ----- | ----------- | ------ | ----------- |  | - | ------ | ------ | 
|                                          |       | October 28, |        | October 30,
|                                          |       | 2000        |        | 1999       
|                                          |       |             |        |            
|Finished goods                            |       | $           | 2,259  |             |  | $ | 2,151  |       
|                                         
|                                         
|                                         
|                                         
|Work-in-process and purchased parts       |       |             | 19,106 |             |  |   | 20,404 |       
|                                         
|                                         
|                                         
|                                         
|Raw materials and supplies                |       |             | 11,866 |             |  |   | 14,252 |       
|                                          |       |             |        |             |  |   |        |       
|                                          | Total |             |        | 33,231      |  |   |        | 36,807 | 
|                                         
|                                         
|                                         
|                                         
|Reserve for excess and obsolete inventory |       |             | (3,116 | )           |  |   | (2,764 | )     
|                                          |       |             |        |             |  |   |        |       
|Inventories  net                         |       | $           | 30,115 |             |  | $ | 34,043 |       
|                                          |       |             |        |             |  |   |        |       

Related to the Durodyne acquisition, the inventory amounts at
August 19, 1999 were increased by $0.2 million to
record inventories at their fair value as of the date of
acquisition in accordance with Accounting Principles Board
Opinion No. 16  Business
Combinations. Based on Durodynes inventory turnover
rate, $0.1 million of this amount is included in cost of
revenues for each of the fiscal years ended October 28, 2000 and
October 30, 1999.

F-9



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##### Table of Contents



8.  Property and Equipment

Owned Property  Property and equipment
owned by the Company consists of the following (in thousands):

|                                 |             |             |         |             |  |   |         |        | 
|-------------------------------- | ----------- | ----------- | ------- | ----------- |  | - | ------- | ------ | 
|                                 |             | October 28, |         | October 30,
|                                 |             | 2000        |         | 1999       
|                                 |             |             |         |            
|Land and land improvements       |             | $           | 7,654   |             |  | $ | 7,654   |       
|                                
|                                
|                                
|                                
|Buildings and building equipment |             |             | 33,728  |             |  |   | 32,959  |       
|                                
|                                
|                                
|                                
|Machinery and equipment          |             |             | 40,846  |             |  |   | 40,073  |       
|                                
|                                
|                                
|                                
|Office and automotive equipment  |             |             | 8,377   |             |  |   | 6,318   |       
|                                
|                                
|                                
|                                
|Construction-in-progress         |             |             | 1,559   |             |  |   | 2,183   |       
|                                 |             |             |         |             |  |   |         |       
|                                 | Total       |             |         | 92,164      |  |   |         | 89,187 | 
|                                
|                                
|                                
|                                
|Accumulated depreciation         |             |             | (59,463 | )           |  |   | (53,534 | )     
|                                 |             |             |         |             |  |   |         |       
|                                 | Total  net |             | $       | 32,701      |  |   | $       | 35,653 | 
|                                 |             |             |         |             |  |   |         |       

Property Leased to Others  The Company
leases certain portions of its facility in Euclid, Ohio. The
leases have been accounted for as operating leases whereby
revenue is recognized as earned over the lease terms. The cost
of property leased to others is included in property and
equipment and is being depreciated over its estimated useful
life. It is not practical to determine the cost of the property
that is being leased to others or the related amount of
accumulated depreciation. In addition, the Company has separate
service contracts with its tenants under which the Company
provides maintenance, telecommunications and various other
services. A large portion of the Companys cost related to
the receipts based on usage is variable in nature.

Total rental revenue under the property leases and service
contracts was as follows for the fiscal years ended 2000, 1999
and 1998 (in thousands):

|                                                  |       |      |       |       |  |      |       |       |  |   |       |       | 
|------------------------------------------------- | ----- | ---- | ----- | ----- |  | ---- | ----- | ----- |  | - | ----- | ----- | 
|                                                  |       | 2000 |       | 1999  |  | 1998
|                                                  |       |      |       |       |  |     
|Minimum contractual amounts under property leases |       | $    | 4,548 |       |  | $    | 4,205 |       |  | $ | 4,010 |      
|                                                 
|                                                 
|                                                 
|                                                 
|Service contracts revenue based on usage          |       |      | 847   |       |  |      | 832   |       |  |   | 759   |      
|                                                  |       |      |       |       |  |      |       |       |  |   |       |      
|                                                  | Total |      | $     | 5,395 |  |      | $     | 5,037 |  |   | $     | 4,769 | 
|                                                  |       |      |       |       |  |      |       |       |  |   |       |      

Future minimum rentals under the noncancelable property leases
and service contracts at October 28, 2000 are (in
thousands): $3,309 in 2001, $2,064 in 2002, $1,926 in 2003, $866
in 2004, and $625 in 2005.

9.  Employee Benefit Plans

Employee Stock Ownership Plan  The
Company has an Employee Stock Ownership Plan (ESOP) to
provide retirement benefits to qualifying, salaried employees.
The ESOP grants to participants in the plan certain ownership
rights in, but not possession of, the common stock of the
Company held by the Trustee of the Plan. Shares of common stock
are allocated annually to participants in the ESOP pursuant to a
prescribed formula. The value of the shares committed to be
released by the Trustee under the Plans provisions for
allocation to participants was recognized as an expense of
$2,972,000, $4,322,000 and $3,911,000 for the fiscal years ended
2000, 1999 and 1998, respectively. The cost of the shares
acquired for the ESOP that are not committed to be released to
participants is shown as a contra-account, Unearned ESOP
shares.

F-10



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##### Table of Contents



Summary information regarding ESOP activity consists of the
following:

|                                             |  |             |            |             |  |   |            |  
|-------------------------------------------- |  | ----------- | ---------- | ----------- |  | - | ---------- | -
|                                             |  | October 28, |            | October 30,
|                                             |  | 2000        |            | 1999       
|                                             |  |             |            |            
|Allocated shares                             |  |             | 231,000    |             |  |   | 189,000    |  
|                                            
|                                            
|                                            
|                                            
|Shares released for allocation               |  |             | 42,000     |             |  |   | 42,000     |  
|                                            
|                                            
|                                            
|                                            
|Unearned ESOP shares                         |  |             | 147,000    |             |  |   | 189,000    |  
|                                             |  |             |            |             |  |   |            |  
|Total ESOP shares                            |  |             | 420,000    |             |  |   | 420,000    |  
|                                            
|                                            
|                                            
|                                            
|Repurchased shares received as distributions |  |             | (31,697    | )           |  |   | (11,013    | )
|                                             |  |             |            |             |  |   |            |  
|Total available ESOP shares                  |  |             | 388,303    |             |  |   | 408,987    |  
|                                             |  |             |            |             |  |   |            |  
|Fair market value of unearned ESOP shares    |  | $           | 10,169,460 |             |  | $ | 15,647,310 |  
|                                             |  |             |            |             |  |   |            |  

All of the shares acquired for the ESOP (both allocated and
unearned shares) are owned and held in trust by the ESOP.

The Companys stock is not listed or traded on an active
stock market and market prices are, therefore, not available.
Annually, an independent financial consulting firm determines
the fair market value based upon the Companys performance
and financial condition.

The Company provides an internal market for
shareholders through its purchase of their common shares.
Participants in the Companys ESOP have the right to
require the Company, within a specified period, to repurchase
shares received as distributions under the ESOP at their fair
market value.

Pension and Savings Plans  The Company
has two noncontributory defined benefit pension plans for
qualifying hourly and salary employees. A plan covering salaried
employees provides pension benefits that are based on the
employees compensation and years of service. The future
accrual of benefits was terminated in connection with the
formation of the ESOP. A plan covering hourly employees provides
benefits of stated amounts for each year of service. The
Companys funding policy is to contribute actuarially
determined amounts allowable under Internal Revenue Service
regulations. The Company also sponsors four employee savings
plans which cover substantially all of the Companys
employees. The plan covering Carter employees provides for a
match of participating employees contributions. The
Companys contribution, recognized as expense was
approximately $507,000, $499,000 and $481,000 in fiscal years
2000, 1999 and 1998 respectively.

A summary of the components of net periodic pension cost for the
pension plans for the fiscal years ended 2000, 1999 and 1998 is
as follows (in thousands):

|                                                 |  |      |        |      |  |      |        |   |  |   |        |  
|------------------------------------------------ |  | ---- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | -
|                                                 |  | 2000 |        | 1999 |  | 1998
|                                                 |  |      |        |      |  |     
|Service cost  benefits earned during the period |  | $    | 224    |      |  | $    | 257    |   |  | $ | 219    |  
|                                                
|                                                
|                                                
|                                                
|Interest cost on projected benefit obligation    |  |      | 1,149  |      |  |      | 1,101  |   |  |   | 1,042  |  
|                                                
|                                                
|                                                
|                                                
|Expected return on plan assets                   |  |      | (1,642 | )    |  |      | (1,582 | ) |  |   | (1,200 | )
|                                                
|                                                
|                                                
|                                                
|Net amortization and deferral                    |  |      | (135   | )    |  |      | (25    | ) |  |   | (82    | )
|                                                 |  |      |        |      |  |      |        |   |  |   |        |  
|Net periodic pension benefit                     |  | $    | (404   | )    |  | $    | (249   | ) |  | $ | (21    | )
|                                                 |  |      |        |      |  |      |        |   |  |   |        |  

The following table sets forth the change in projected benefit
obligation (in thousands):

|                                        |  |             |        |             |  |   |        |  
|--------------------------------------- |  | ----------- | ------ | ----------- |  | - | ------ | -
|                                        |  | October 28, |        | October 30,
|                                        |  | 2000        |        | 1999       
|                                        |  |             |        |            
|Benefit obligation at beginning of year |  | $           | 14,729 |             |  | $ | 15,861 |  
|                                       
|                                       
|                                       
|                                       
|Service cost                            |  |             | 224    |             |  |   | 257    |  
|                                       
|                                       
|                                       
|                                       
|Interest cost                           |  |             | 1,149  |             |  |   | 1,101  |  
|                                       
|                                       
|                                       
|                                       
|Benefits paid                           |  |             | (839   | )           |  |   | (769   | )
|                                       
|                                       
|                                       
|                                       
|Actuarial (gain) loss                   |  |             | 505    |             |  |   | 289    |  
|                                       
|                                       
|                                       
|                                       
|Change in discount rate                 |  |             | (459   | )           |  |   | (2,010 | )
|                                        |  |             |        |             |  |   |        |  
|Benefit obligation at end of year       |  | $           | 15,309 |             |  | $ | 14,729 |  
|                                        |  |             |        |             |  |   |        |  

F-11



---



##### Table of Contents



The following table sets forth the change in plan assets
(in thousands):

|                                               |  |             |        |             |  |   |        |  
|---------------------------------------------- |  | ----------- | ------ | ----------- |  | - | ------ | -
|                                               |  | October 28, |        | October 30,
|                                               |  | 2000        |        | 1999       
|                                               |  |             |        |            
|Fair value of plan assets at beginning of year |  | $           | 19,031 |             |  | $ | 17,129 |  
|                                              
|                                              
|                                              
|                                              
|Actual return on plan assets                   |  |             | 943    |             |  |   | 1,558  |  
|                                              
|                                              
|                                              
|                                              
|Employer contributions                         |  |             | 156    |             |  |   | 1,113  |  
|                                              
|                                              
|                                              
|                                              
|Benefits paid                                  |  |             | (839   | )           |  |   | (769   | )
|                                               |  |             |        |             |  |   |        |  
|Fair value of plan assets at end of year       |  | $           | 19,291 |             |  | $ | 19,031 |  
|                                               |  |             |        |             |  |   |        |  

The following table sets forth the funded status of the plans
(in thousands):

|                                |  |             |        |             |  |   |        |  
|------------------------------- |  | ----------- | ------ | ----------- |  | - | ------ | -
|                                |  | October 28, |        | October 30,
|                                |  | 2000        |        | 1999       
|                                |  |             |        |            
|Funded status                   |  | $           | 3,982  |             |  | $ | 4,302  |  
|                               
|                               
|                               
|                               
|Unrecognized net (gain) loss    |  |             | (2,214 | )           |  |   | (3,139 | )
|                               
|                               
|                               
|                               
|Unrecognized prior service cost |  |             | 269    |             |  |   | 314    |  
|                                |  |             |        |             |  |   |        |  
|Prepaid benefit cost            |  | $           | 2,037  |             |  | $ | 1,477  |  
|                                |  |             |        |             |  |   |        |  

Amounts recognized in the statements of financial position
consist of (in thousands):

|                          |  |             |       |             |  |   |       |  
|------------------------- |  | ----------- | ----- | ----------- |  | - | ----- | -
|                          |  | October 28, |       | October 30,
|                          |  | 2000        |       | 1999       
|                          |  |             |       |            
|Prepaid benefit cost      |  | $           | 2,037 |             |  | $ | 1,514 |  
|                         
|                         
|                         
|                         
|Accrued benefit liability |  |             |      |             |  |   | (37   | )
|                          |  |             |       |             |  |   |       |  
|Net amount recognized     |  | $           | 2,037 |             |  | $ | 1,477 |  
|                          |  |             |       |             |  |   |       |  

The assumptions used to determine net periodic pension cost as
well as the funded status are:

|                                                 |  |      |       |      |  |      |      |  |  |  |      | 
|------------------------------------------------ |  | ---- | ----- | ---- |  | ---- | ---- |  |  |  | ---- | 
|                                                 |  | 2000 |       | 1999 |  | 1998
|                                                 |  |      |       |      |  |     
|Discount rate                                    |  |      | 8.25% |      |  |      | 8.0% |  |  |  | 7.0% | 
|                                                
|                                                
|                                                
|                                                
|Expected long-term rate of return on plan assets |  |      | 9.0%  |      |  |      | 9.0% |  |  |  | 9.0% | 

Other Postretirement Benefits  The
Company provides certain postretirement health care benefits to
qualifying hourly retirees and their dependents.

The net postretirement benefit cost for the fiscal years ended
2000, 1999 and 1998 includes the following components (in
thousands):

|                                |  |      |     |      |  |      |     |  |  |   |     | 
|------------------------------- |  | ---- | --- | ---- |  | ---- | --- |  |  | - | --- | 
|                                |  | 2000 |     | 1999 |  | 1998
|                                |  |      |     |      |  |     
|Service cost                    |  | $    | 146 |      |  | $    | 201 |  |  | $ | 177 | 
|                               
|                               
|                               
|                               
|Interest cost                   |  |      | 626 |      |  |      | 693 |  |  |   | 674 | 
|                               
|                               
|                               
|                               
|Net amortization and deferral   |  |      |    |      |  |      | 92  |  |  |   | 91  | 
|                                |  |      |     |      |  |      |     |  |  |   |     | 
|Net postretirement benefit cost |  | $    | 772 |      |  | $    | 986 |  |  | $ | 942 | 
|                                |  |      |     |      |  |      |     |  |  |   |     | 

F-12



---



##### Table of Contents



The following table sets forth the change in projected benefit
obligation (in thousands):

|                                        |  |             |        |             |  |   |        |  
|--------------------------------------- |  | ----------- | ------ | ----------- |  | - | ------ | -
|                                        |  | October 28, |        | October 30,
|                                        |  | 2000        |        | 1999       
|                                        |  |             |        |            
|Benefit obligation at beginning of year |  | $           | 9,374  |             |  | $ | 10,693 |  
|                                       
|                                       
|                                       
|                                       
|Service cost                            |  |             | 146    |             |  |   | 201    |  
|                                       
|                                       
|                                       
|                                       
|Interest cost                           |  |             | 626    |             |  |   | 693    |  
|                                       
|                                       
|                                       
|                                       
|Benefits paid                           |  |             | (133   | )           |  |   | (101   | )
|                                       
|                                       
|                                       
|                                       
|Actuarial (gain) loss                   |  |             | (1,406 | )           |  |   | (640   | )
|                                       
|                                       
|                                       
|                                       
|Change in discount rate                 |  |             | (286   | )           |  |   | (1,472 | )
|                                        |  |             |        |             |  |   |        |  
|Benefit obligation at end of year       |  | $           | 8,321  |             |  | $ | 9,374  |  
|                                        |  |             |        |             |  |   |        |  

The following table sets forth the funded status of the plans
(in thousands):

|                             |  |             |        |             |  |   |        |  
|---------------------------- |  | ----------- | ------ | ----------- |  | - | ------ | -
|                             |  | October 28, |        | October 30,
|                             |  | 2000        |        | 1999       
|                             |  |             |        |            
|Benefit obligation           |  | $           | (8,321 | )           |  | $ | (9,374 | )
|                            
|                            
|                            
|                            
|Unrecognized net (gain) loss |  |             | (983   | )           |  |   | 709    |  
|                             |  |             |        |             |  |   |        |  
|Accrued benefit cost         |  | $           | (9,304 | )           |  | $ | (8,665 | )
|                             |  |             |        |             |  |   |        |  

Benefit costs were generally estimated assuming retiree health
care costs would initially increase at an 11% annual rate,
decreasing gradually to a 5% annual growth rate after
12 years and remain at a 5% annual growth rate thereafter.
A 1% increase in this annual trend rate would have increased the
accumulated postretirement benefit obligation at
October 28, 2000 by $1,303,000 with a corresponding effect
on the 2000 postretirement benefit expense of $130,000. The
discount rate used to estimate the accumulated postretirement
benefit obligation was 8.25% and 8.0% for fiscal years 2000 and
1999.

10.  Income Taxes

The income tax provision consists of the following for the
fiscal years ended 2000, 1999 and 1998 (in thousands):

|                                 |                 |       |        |       |       |      |        |       |       |   |        |       |       | 
|-------------------------------- | --------------- | ----- | ------ | ----- | ----- | ---- | ------ | ----- | ----- | - | ------ | ----- | ----- | 
|                                 |                 | 2000  |        | 1999  |       | 1998
|                                 |                 |       |        |       |       |     
|Current tax provision:           |                 |       |        |       |       |      |        |       |       |   |        |      
|                                
|                                
|                                
|                                
|                                 | Federal         |       | $      | 1,590 |       |      | $      | 5,967 |       |   | $      | 8,931 |      
|                                
|                                
|                                
|                                
|                                 | State and local |       |        | (96   | )     |      |        | 589   |       |   |        | 543   |      
|                                 |                 |       |        |       |       |      |        |       |       |   |        |      
|                                 |                 | Total |        |       | 1,494 |      |        |       | 6,556 |   |        |       | 9,474 | 
|                                
|                                
|                                
|                                
|Deferred tax provision (benefit) |                 |       | (2,136 | )     |       |      | (2,535 | )     |       |   | (6,074 | )    
|                                 |                 |       |        |       |       |      |        |       |       |   |        |      
|Income tax provision (benefit)   |                 | $     | (642   | )     |       | $    | 4,021  |       |       | $ | 3,400  |      
|                                 |                 |       |        |       |       |      |        |       |       |   |        |      

The difference between the recorded income tax provision and the
amounts computed using the statutory U.S. Federal income tax
rates are as follows (in thousands):

|                                              |  |      |        |      |  |      |        |   |  |   |        |  
|--------------------------------------------- |  | ---- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | -
|                                              |  | 2000 |        | 1999 |  | 1998
|                                              |  |      |        |      |  |     
|Income tax provision at statutory rate        |  | $    | 39     |      |  | $    | 3,275  |   |  | $ | 2,554  |  
|                                             
|                                             
|                                             
|                                             
|State tax provision  net of federal benefits |  |      | (541   | )    |  |      | 492    |   |  |   | 219    |  
|                                             
|                                             
|                                             
|                                             
|FSC benefit                                   |  |      | (1,941 | )    |  |      | (1,323 | ) |  |   | (1,506 | )
|                                             
|                                             
|                                             
|                                             
|R & D credit                                  |  |      | (240   | )    |  |      | (200   | ) |  |   | (300   | )
|                                             
|                                             
|                                             
|                                             
|Goodwill                                      |  |      | 1,222  |      |  |      | 1,268  |   |  |   | 1,209  |  
|                                             
|                                             
|                                             
|                                             
|ESOP                                          |  |      | 429    |      |  |      | 925    |   |  |   | 781    |  
|                                             
|                                             
|                                             
|                                             
|Other  net                                   |  |      | 390    |      |  |      | (416   | ) |  |   | 443    |  
|                                              |  |      |        |      |  |      |        |   |  |   |        |  
|Income tax provision (benefit)                |  | $    | (642   | )    |  | $    | 4,021  |   |  | $ | 3,400  |  
|                                              |  |      |        |      |  |      |        |   |  |   |        |  

F-13



---



##### Table of Contents



During the fiscal years ended 2000, 1999 and 1998 the Company
paid (net of refunds received) approximately $2.2, $5.8 and
$8.3 million in income taxes, respectively.

The components of the Companys net deferred tax asset
(liability) are as follows (in thousands):

|           |                               |             |   |             |         |   |   |         |         |  
|---------- | ----------------------------- | ----------- | - | ----------- | ------- | - | - | ------- | ------- | -
|           |                               | October 28, |   | October 30,
|           |                               | 2000        |   | 1999       
|           |                               |             |   |            
|Current:   |                               |             |   |             |         |   |   |        
|          
|          
|          
|          
|           | Inventory                     |             | $ | 1,360       |         |   | $ | 1,317   |        
|          
|          
|          
|          
|           | Employee benefits             |             |   | 1,170       |         |   |   | 1,300   |        
|          
|          
|          
|          
|           | Warranty                      |             |   | 918         |         |   |   | 1,030   |        
|          
|          
|          
|          
|           | Engineering reserves          |             |   | 446         |         |   |   | 750     |        
|          
|          
|          
|          
|           | Other reserves                |             |   | 1,033       |         |   |   | 520     |        
|           |                               |             |   |             |         |   |   |        
|           |                               | Total       |   | $           | 4,927   |   |   | $       | 4,917   |  
|           |                               |             |   |             |         |   |   |        
|Long-term: |                               |             |   |             |         |   |   |        
|          
|          
|          
|          
|           | Salary/Hourly retiree medical |             | $ | 3,782       |         |   | $ | 3,111   |        
|          
|          
|          
|          
|           | Prepaid pension benefit       |             |   | (827        | )       |   |   | (600    | )      
|          
|          
|          
|          
|           | Property and equipment        |             |   | 78          |         |   |   | (490    | )      
|          
|          
|          
|          
|           | Intangible assets             |             |   | (19,780     | )       |   |   | (21,479 | )      
|          
|          
|          
|          
|           | Other-net                     |             |   | 304         |         |   |   | 889     |        
|           |                               |             |   |             |         |   |   |        
|           |                               | Total       |   | $           | (16,443 | ) |   | $       | (18,569 | )
|           |                               |             |   |             |         |   |   |        

The temporary difference described above principally represent
differences between the tax bases of assets (principally
inventory, property and equipment, and intangible assets) or
liabilities (principally related to employee benefits and loss
reserves) and their reported amounts in the consolidated
financial statements that will result in taxable or deductible
amounts in future years when the reported amounts of the assets
or liabilities are recovered or settled, respectively.

11.  Debt

Summary  The Companys long-term
debt consists of the following (in thousands):

|                          |                  |             |         |             |  |   |         |         | 
|------------------------- | ---------------- | ----------- | ------- | ----------- |  | - | ------- | ------- | 
|                          |                  | October 28, |         | October 30,
|                          |                  | 2000        |         | 1999       
|                          |                  |             |         |            
|Term Loans                |                  | $           | 72,093  |             |  | $ | 81,397  |        
|                         
|                         
|                         
|                         
|Revolving Credit Facility |                  |             |        |             |  |   | 2,000   |        
|                         
|                         
|                         
|                         
|Senior Subordinated Notes |                  |             | 192,666 |             |  |   | 192,436 |        
|                         
|                         
|                         
|                         
|Other                     |                  |             | 3       |             |  |   | 1,154   |        
|                          |                  |             |         |             |  |   |         |        
|                          | Total borrowings |             |         | 264,762     |  |   |         | 276,987 | 
|                         
|                         
|                         
|                         
|Current maturities        |                  |             | (11,634 | )           |  |   | (12,454 | )      
|                          |                  |             |         |             |  |   |         |        
|Long-term portion         |                  | $           | 253,128 |             |  | $ | 264,533 |        
|                          |                  |             |         |             |  |   |         |        

Credit Facility and Term Loans  The
Company has available $110.0 million principal amount of
Term Loans, and a seven-year $20.0 million Revolving Credit
Facility. The unused balance of the Revolving Credit Facility
($18.9 million at October 28, 2000 after reduction of
$1.1 million for letters of credit) is subject to a .50%
commitment fee. The Credit Facility is collateralized by
substantially all of the tangible assets of the Company
(including the capital stock of AT Holdings) as well as the
unearned shares of the AT Holdings common stock held by
the ESOP. The Credit Facility contains a number of covenants
that, among other things, limit the Companys ability to
incur additional indebtedness, pay dividends, prepay
subordinated indebtedness, dispose of certain assets, create
liens, make capital expenditures, make certain investments or
acquisitions and otherwise restrict corporate activities. The
Credit Facility also requires the Company to comply with certain
financial ratios and tests, under which the Company is required
to achieve certain financial and operating results.

F-14



---



##### Table of Contents





Senior Subordinated Notes  The Company
has outstanding $140.0 million 8 5/8% Senior
Subordinated Notes due 2007 (the Notes). On
December 17, 1998, the Company issued an additional
$55.0 million in principal amount of 8 5/8% Senior
Subordinated Notes, issued at a 5% discount, due 2007,
$50.0 million of which was dividended to AT Holdings. The
proceeds from the offering along with the proceeds of the
issuance by AT Holdings of 30,000 shares of its preferred stock
to Chase Venture Capital Associates, L.P. and cash were used to
repurchase 639,510 shares of stock from AT Holdings, LLC, the
largest shareholder of AT Holdings, for $79.4 million plus
transaction expenses. At October 28, 2000 the accreted
value of this offering was $52.7 million.

Interest on the Notes will be payable semiannually on April 1
and October 1 of each year, commencing on April 1, 1998.
The Notes will mature on October 1, 2007. The Company may
not redeem the Notes prior to October 1, 2002. On or after
such date, the Company may redeem the Notes, in whole or in
part, at the redemption prices at the time, together with
accrued and unpaid interest, if any, to the date of redemption.

The Notes are unsecured and are subordinated in right of payment
to all existing and future Senior Indebtedness of the Company
and are subject to certain limitations and restrictions which
the Company has not exceeded at October 28, 2000.

Annual Maturities and Interest Payments The maturities of the Companys long-term debt
during each of the next five fiscal years are as follows (in
thousands):

|            |       |        |         |         | 
|----------- | ----- | ------ | ------- | ------- | 
|Fiscal Year |       | Amount
|            |       |       
|2001        |       | $      | 11,634  |        
|           
|           
|           
|           
|2002        |       |        | 18,612  |        
|           
|           
|           
|           
|2003        |       |        | 20,932  |        
|           
|           
|           
|           
|2004        |       |        | 20,918  |        
|           
|           
|           
|           
|2005        |       |        |        |        
|           
|           
|           
|           
|Thereafter  |       |        | 192,666 |        
|            |       |        |         |        
|            | Total |        | $       | 264,762 | 
|            |       |        |         |        

Total interest paid during the fiscal years ended 2000, 1999 and
1998 was $23.7 million, $22.4 million and
$20.1 million, respectively.

12.  Segment Information

Prior to fiscal year 2000, the Company operated in two business
segments, Argo-Tech and J.C. Carter. In fiscal year 2000, the
Company reorganized into two new business segments, Aerospace
and Industrial. The Aerospace segment includes the design,
manufacture and distribution of aviation products throughout the
world consisting of aircraft fuel pumps, fuel flow related
products found on a planes airframe and aerial refueling
systems. The Industrial segment includes the design, manufacture
and distribution of industrial pumps, ground fueling system
valves and related components, industrial marine cyrogenic pumps
for transferring liquefied natural gas and operation of a
business park where we maintain our headquarters and one of our
production facilities.

F-15



---



##### Table of Contents



The Company evaluates the performance of its segments based
primarily on operating profit before amortization of goodwill,
deferred financing fees and other identified intangibles,
interest expense, interest income, other miscellaneous fees and
income taxes.

The following table presents revenues and other financial
information by business segment. Segment information based on
the new structure is not available prior to fiscal year 2000,
therefore a historical comparison of Argo-Tech and J.C. Carter
is also presented (in thousands):

|                                                                                  |  |           |         |            |  |           |        |              |  |   |        |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | --------- | ------- | ---------- |  | --------- | ------ | ------------ |  | - | ------ | - |  | - | ------- | -
|                                                                                  |  | Aerospace |         | Industrial |  | Corporate |        | Consolidated
|                                                                                  |  |           |         |            |  |           |        |             
|2000                                                                              |  |           |         |            |  |           |        |              |  |   |        |   |  |   |         |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Customer revenues                                                                 |  | $         | 129,406 |            |  | $         | 29,947 |              |  | $ |       |   |  | $ | 159,353 |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Intersegment revenues                                                             |  |           |         |            |  |           | 7      |              |  |   |       |   |  |   | 7       |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Eliminations                                                                      |  |           |         |            |  |           |        |              |  |   |        |   |  |   | (7      | )
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Operating profit (loss)                                                           |  |           | 34,628  |            |  |           | (204   | )            |  |   | (1,555 | ) |  |   | 32,869  |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Amortization of goodwill and intangible assets                                    |  |           |         |            |  |           |        |              |  |   |        |   |  |   | 7,517   |  
|                                                                                  |  |           |         |            |  |           |        |              |  |   |        |   |  |   |         |  
|Income from operations                                                            |  |           |         |            |  |           |        |              |  |   |        |   |  |   | 25,352  |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Interest expense                                                                  |  |           |         |            |  |           |        |              |  |   |        |   |  |   | 25,644  |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Interest income and other                                                         |  |           |         |            |  |           |        |              |  |   |        |   |  |   | (402    | )
|                                                                                  |  |           |         |            |  |           |        |              |  |   |        |   |  |   |         |  
|Income before tax                                                                 |  |           |         |            |  |           |        |              |  |   |        |   |  | $ | 110     |  
|                                                                                  |  |           |         |            |  |           |        |              |  |   |        |   |  |   |         |  
|Capital expenditures                                                              |  |           | 2,329   |            |  |           | 696    |              |  |   |        |   |  |   | 3,025   |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Depreciation                                                                      |  |           | 3,311   |            |  |           | 1,607  |              |  |   | 1,059  |   |  |   | 5,977   |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Amortization of inventory step-up                                                 |  |           |         |            |  |           |        |              |  |   | 155    |   |  |   | 155     |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Compensation expense recognized in connection with employee
	stock ownership plan |  |           | 2,645   |            |  |           | 327    |              |  |   |        |   |  |   | 2,972   |  

|                                                                                  |  |           |         |             |  |           |        |              |  |   |      |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | --------- | ------- | ----------- |  | --------- | ------ | ------------ |  | - | ---- | - |  | - | ------- | -
|                                                                                  |  | Argo-Tech |         | J.C. Carter |  | Corporate |        | Consolidated
|                                                                                  |  |           |         |             |  |           |        |             
|Customer revenues                                                                 |  | $         | 108,083 |             |  | $         | 51,270 |              |  | $ |     |   |  | $ | 159,353 |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Intersegment revenues                                                             |  |           | 49      |             |  |           |       |              |  |   |     |   |  |   | 49      |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Eliminations                                                                      |  |           |         |             |  |           |        |              |  |   |      |   |  |   | (49     | )
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Operating profit (loss)                                                           |  |           | 28,098  |             |  |           | 5,207  |              |  |   | (436 | ) |  |   | 32,869  |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Amortization of goodwill and intangible assets                                    |  |           |         |             |  |           |        |              |  |   |      |   |  |   | 7,517   |  
|                                                                                  |  |           |         |             |  |           |        |              |  |   |      |   |  |   |         |  
|Income from operations                                                            |  |           |         |             |  |           |        |              |  |   |      |   |  |   | 25,352  |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Interest expense                                                                  |  |           |         |             |  |           |        |              |  |   |      |   |  |   | 25,644  |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Interest income and other                                                         |  |           |         |             |  |           |        |              |  |   |      |   |  |   | (402    | )
|                                                                                  |  |           |         |             |  |           |        |              |  |   |      |   |  |   |         |  
|Income before tax                                                                 |  |           |         |             |  |           |        |              |  |   |      |   |  | $ | 110     |  
|                                                                                  |  |           |         |             |  |           |        |              |  |   |      |   |  |   |         |  
|Capital expenditures                                                              |  |           | 2,329   |             |  |           | 696    |              |  |   |      |   |  |   | 3,025   |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Depreciation                                                                      |  |           | 4,245   |             |  |           | 1,485  |              |  |   | 247  |   |  |   | 5,977   |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Amortization of inventory step-up                                                 |  |           |         |             |  |           | 155    |              |  |   |      |   |  |   | 155     |  
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|Compensation expense recognized in connection with employee
	stock ownership plan |  |           | 2,972   |             |  |           |        |              |  |   |      |   |  |   | 2,972   |  

F-16



---



##### Table of Contents



|                                                                                                |  |           |         |             |  |           |        |              |  |   |        |   |  |   |         |  
|----------------------------------------------------------------------------------------------- |  | --------- | ------- | ----------- |  | --------- | ------ | ------------ |  | - | ------ | - |  | - | ------- | -
|                                                                                                |  | Argo-Tech |         | J.C. Carter |  | Corporate |        | Consolidated
|                                                                                                |  |           |         |             |  |           |        |             
|1999                                                                                            |  |           |         |             |  |           |        |              |  |   |        |   |  |   |         |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Customer revenues                                                                               |  | $         | 121,055 |             |  | $         | 55,123 |              |  | $ |       |   |  | $ | 176,178 |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Intersegment revenues                                                                           |  |           | 80      |             |  |           |       |              |  |   |       |   |  |   | 80      |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Eliminations                                                                                    |  |           |         |             |  |           |        |              |  |   |        |   |  |   | (80     | )
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Operating profit (loss)                                                                         |  |           | 36,037  |             |  |           | 8,332  |              |  |   | (3,045 | ) |  |   | 41,324  |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Amortization of goodwill and intangible assets                                                  |  |           |         |             |  |           |        |              |  |   |        |   |  |   | 7,478   |  
|                                                                                                |  |           |         |             |  |           |        |              |  |   |        |   |  |   |         |  
|Income from operations                                                                          |  |           |         |             |  |           |        |              |  |   |        |   |  |   | 33,846  |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Interest expense                                                                                |  |           |         |             |  |           |        |              |  |   |        |   |  |   | 25,003  |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Interest income and other                                                                       |  |           |         |             |  |           |        |              |  |   |        |   |  |   | (516    | )
|                                                                                                |  |           |         |             |  |           |        |              |  |   |        |   |  |   |         |  
|Income before tax                                                                               |  |           |         |             |  |           |        |              |  |   |        |   |  | $ | 9,359   |  
|                                                                                                |  |           |         |             |  |           |        |              |  |   |        |   |  |   |         |  
|Capital expenditures                                                                            |  |           | 5,000   |             |  |           | 1,050  |              |  |   |        |   |  |   | 6,050   |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Depreciation                                                                                    |  |           | 4,065   |             |  |           | 2,232  |              |  |   | 264    |   |  |   | 6,561   |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Amortization of inventory step-up                                                               |  |           |         |             |  |           | 77     |              |  |   |        |   |  |   | 77      |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Compensation expense recognized in connection with employee
	stock ownership plan               |  |           | 4,322   |             |  |           |        |              |  |   |        |   |  |   | 4,322   |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Compensation expense recognized in connection with stock
	appreciation rights and stock options |  |           |         |             |  |           |        |              |  |   | 2,983  |   |  |   | 2,983   |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|1998                                                                                            |  |           |         |             |  |           |        |              |  |   |        |   |  |   |         |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Customer revenues                                                                               |  | $         | 124,722 |             |  | $         | 49,313 |              |  | $ |       |   |  | $ | 174,035 |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Intersegment revenues                                                                           |  |           | 97      |             |  |           | 6      |              |  |   |       |   |  |   | 103     |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Eliminations                                                                                    |  |           |         |             |  |           |        |              |  |   |        |   |  |   | (103    | )
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Operating profit (loss)                                                                         |  |           | 36,473  |             |  |           | 463    |              |  |   | (1,397 | ) |  |   | 35,539  |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Amortization of goodwill and intangible assets                                                  |  |           |         |             |  |           |        |              |  |   |        |   |  |   | 7,480   |  
|                                                                                                |  |           |         |             |  |           |        |              |  |   |        |   |  |   |         |  
|Income from operations                                                                          |  |           |         |             |  |           |        |              |  |   |        |   |  |   | 28,059  |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Interest expense                                                                                |  |           |         |             |  |           |        |              |  |   |        |   |  |   | 21,030  |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Interest income and other                                                                       |  |           |         |             |  |           |        |              |  |   |        |   |  |   | (268    | )
|                                                                                                |  |           |         |             |  |           |        |              |  |   |        |   |  |   |         |  
|Income before tax                                                                               |  |           |         |             |  |           |        |              |  |   |        |   |  | $ | 7,297   |  
|                                                                                                |  |           |         |             |  |           |        |              |  |   |        |   |  |   |         |  
|Capital expenditures                                                                            |  |           | 4,854   |             |  |           | 756    |              |  |   |        |   |  |   | 5,610   |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Depreciation                                                                                    |  |           | 3,865   |             |  |           | 2,663  |              |  |   | 281    |   |  |   | 6,809   |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Amortization of inventory step-up                                                               |  |           |         |             |  |           | 10,681 |              |  |   |        |   |  |   | 10,681  |  
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Compensation expense recognized in connection with employee
	stock ownership plan               |  |           | 3,911   |             |  |           |        |              |  |   |        |   |  |   | 3,911   |  

13.  Major Customers and Export Sales

During the fiscal years ended 2000, 1999 and 1998, the Company
had revenues in excess of 10% from the following customers (in
thousands):

|                           |  |      |        |      |  |      |        |  |  |   |        | 
|-------------------------- |  | ---- | ------ | ---- |  | ---- | ------ |  |  | - | ------ | 
|                           |  | 2000 |        | 1999 |  | 1998
|                           |  |      |        |      |  |     
|Customer A (Related Party) |  | $    | 21,969 |      |  | $    | 29,751 |  |  | $ | 29,870 | 
|                          
|                          
|                          
|                          
|Customer B                 |  |      | 16,261 |      |  |      |       |  |  |   |       | 

F-17



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##### Table of Contents



During the fiscal years ended 2000, 1999 and 1998, export sales
to foreign customers were comprised of the following (in
thousands):

|                                        |       |      |        |        |  |      |        |        |  |   |        |        | 
|--------------------------------------- | ----- | ---- | ------ | ------ |  | ---- | ------ | ------ |  | - | ------ | ------ | 
|                                        |       | 2000 |        | 1999   |  | 1998
|                                        |       |      |        |        |  |     
|Europe                                  |       | $    | 31,116 |        |  | $    | 30,501 |        |  | $ | 29,812 |       
|                                       
|                                       
|                                       
|                                       
|All others (individually less than 10%) |       |      | 39,366 |        |  |      | 50,159 |        |  |   | 52,402 |       
|                                        |       |      |        |        |  |      |        |        |  |   |        |       
|                                        | Total |      | $      | 70,482 |  |      | $      | 80,660 |  |   | $      | 82,214 | 
|                                        |       |      |        |        |  |      |        |        |  |   |        |       

14.  Fair Value of Financial Instruments

The Company has various financial instruments, including cash
and short-term investments, interest rate swaps and long-term
debt. The Company has determined the estimated fair value of
these financial instruments by soliciting available market
information and utilizing appropriate valuation methodologies,
which require judgment. The Company believes that the carrying
values of the short-term investments and term loans approximates
their fair value. The fair value of the Companys Senior
Subordinated Notes approximated $156.1 million at
October 28, 2000 based upon quoted market prices. In order
to reduce variable interest rate exposure on borrowings under
its existing credit facility, the Company has three interest
rate swap agreements on a portion of the variable rate debt
which fix the rate on the notional amounts of $10.0 million at
6.08% terminating on October 31, 2003, 6.10% terminating on
December 31, 2003, and 6.805% which terminated on
October 27, 2000, respectively. In order to reduce fixed
interest rate exposure on borrowings under its fixed rate debt,
the Company entered into a reverse rate swap agreement on
March 17, 2000 on the notional amount of $100.0 million at
6.38% and terminated the agreement on September 13, 2000.
The gains/ losses on the swap agreements were recognized as
interest expense and amounted to a $0.3 million gain in
fiscal year 2000 and a $0.4 million loss in fiscal years
1999 and 1998 respectively. The fair value of interest rate
swaps is the estimated amount that the Company would pay to
terminate the swap agreements at October 28, 2000, taking
into account current interest rates and the current
creditworthiness of the Company and the respective financial
institution. The amount the Company would receive to settle the
remaining two interest rate swap agreements at October 28,
2000 would be approximately $0.3 million. The
Companys balance sheet does not reflect these amounts. On
October 31, 2000 the Company terminated the remaining two
interest rate swap agreements on the notional amounts of
$10.0 million which fixed the rate at 6.08% and 6.10% and
replaced them with two interest rate swap agreements which fix
the rate on the notional amounts of $10.0 million at 5.60%
and terminate on October 26, 2001. The Company does not
enter into derivative contracts for trading or speculative
purposes. A 10% fluctuation in interest rates would not
materially affect Argo-Techs financial condition, result
of operations or cash flow.

15.  Contingencies

Environmental Matters  The soil and
groundwater at the Companys Euclid, Ohio facility and the
Costa Mesa, California facility contain elevated levels of
certain contaminants which are currently in the process of being
removed and/or remediated. Because the Company has certain
indemnification rights from former owners of the facilities for
liabilities arising from these or other environmental matters,
in the opinion of the Companys management, the ultimate
outcome is not expected to materially affect the Companys
financial condition, results of operations or liquidity.

Other Matters  The Company is subject
to various legal actions and other contingencies. In the opinion
of the Companys management, after reviewing the
information which is currently available with respect to such
matters and consulting with the Companys legal counsel,
any liability which may ultimately be incurred with respect to
these additional matters is not expected to materially affect
the Companys financial condition, results of operations or
liquidity.

F-18



---



##### Table of Contents



16.  New Accounting Pronouncements

In June 1998, the FASB issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging
Activities. This statement establishes accounting and
reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts and
for hedging activities. Under SFAS No. 133, certain
contracts that were not formerly considered derivatives may now
meet the definition of a derivative. SFAS No. 137,
Accounting for Derivative Instruments and Hedging
Activities  Deferral of the Effective Date of FASB
Statement No. 133, was issued in June 1999. This
statement delays the effective date of SFAS No. 133 until
the fiscal quarters of fiscal years beginning after
June 15, 2000. The Company intends to adopt SFAS
No. 133 effective October 29, 2000. The Company has
completed its evaluation of SFAS No. 133 and does not
expect the adoption of such to have a significant impact on the
financial position or results of operations of the Company
because the Company does not have significant derivative
activity.

*  *  *  *  *  *

F-19



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##### Table of Contents






EXHIBIT INDEX

|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | ----- | ----------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                        
|Number  |       | Description of Document
|        |       |                        
|        | 3.1   |                         |  | Restated Certificate of Incorporation of the Company, dated
	April 16, 1999 (incorporated herein by reference to
	Exhibit 3.1 of the Companys registration statement on
	form S-4/ A filed April 22, 1999, SEC File
	No. 333-73179).                                                                                                                                                                                        
|        | 3.2   |                         |  | Restated By-Laws of the Company dated April 16, 1999
	(incorporated herein by reference to Exhibit 3.2 of the
	Companys registration statement on form S-4/ A filed
	April  22, 1999, SEC File No. 333-73179).                                                                                                                                                                                                              
|        | 4.1   |                         |  | Indenture dated September 26, 1997, between the Company,
	the Subsidiary Guarantors signatory thereto and Harris Trust and
	Savings Bank, as Trustee, relating to the 8 5/8% Senior
	Subordinated Notes due 2007 (the form of which is included in
	such Indenture) (incorporated herein by reference to
	Exhibit 4.1 of the Companys Registration Statement on
	form S-1, filed October 17, 1997, SEC File
	No. 333-38223).
|        | 4.2   |                         |  | First Supplemental Indenture, dated December 17, 1998
	between the Company, the Subsidiary Guarantors signatory thereto
	and Harris Trust and Savings Bank, related to the Indenture
	dated September 26, 1997 (incorporated by reference to
	Exhibit 4.4 of the Companys Current Report on
	Form 8-K, filed January 14, 1999).                                                                                             
|        | 4.3   |                         |  | Indenture dated December 17, 1998 between the Company, the
	Subsidiary Guarantors signatory thereto and Harris Trust and
	Savings Bank, as Trustee, related to the 8 5/8% Senior
	Subordinated Notes due 2007 (a form of which is included in such
	Indenture) (incorporated by reference to Exhibit 4.5 of the
	Companys Current Report on Form 8-K, filed
	January  14, 1999).                                            
|        | 10.1* |                         |  | Form of Stay Pay and Severance Agreement dated June 6,
	1996, between the Company and certain Executive Officers of the
	Company (Michael S. Lipscomb, Frances S. St. Clair, and Paul R.
	Keen) (incorporated herein by reference to Exhibit  10.1 of
	the Companys Registration Statement on form S-1, filed
	October 17, 1997, SEC File No. 333-38223).                                                                   
|        | 10.2* |                         |  | Employment Agreement dated February 13, 1989 between the
	Company and Paul R. Keen (incorporated herein by reference to
	Exhibit 10.2 of the Companys Registration Statement
	on form S-1, filed October 17, 1997, SEC File No.
	333-38223).                                                                                                                                                                                
|        | 10.3* |                         |  | Employment Agreement dated October 15, 1986 between the
	Company and Michael S. Lipscomb (incorporated herein by
	reference to Exhibit 10.3 of the Companys
	Registration Statement on form S-1, filed October 17, 1997,
	SEC File No. 333-38223).                                                                                                                                                                          
|        | 10.4* |                         |  | Argo-Tech Corporation Trust Agreement dated October 28,
	1994 between the Company and Society National Bank, as Trustee,
	relating to the Employment Agreement dated October  15,
	1986 between the Company and Michael S. Lipscomb (incorporated
	herein by reference to Exhibit 10.4 of the Companys
	Registration Statement on form S-1, filed October  17,
	1997, SEC File No. 333-38223).                              
|        | 10.5* |                         |  | Argo-Tech Corporation Salaried Pension Plan, dated
	November  1, 1995 (incorporated herein by reference to
	Exhibit 10.5 of the Companys Registration Statement
	on form S-1, filed October 17, 1997, SEC File
	No. 333-38223).                                                                                                                                                                                             
|        | 10.6* |                         |  | First Amendment to Argo-Tech Corporation Salaried Pension Plan
	(incorporated herein by reference to Exhibit 10.6 of the
	Companys Registration Statement on form S-1, filed
	October 17, 1997, SEC File No. 333-38223).                                                                                                                                                                                                    
|        | 10.7* |                         |  | Argo-Tech Corporation Employee Stock Ownership Plan and Trust
	Agreement, dated May 17, 1994 (incorporated herein by
	reference to Exhibit 10.7 of the Companys
	Registration Statement on form S-1, filed October 17, 1997,
	SEC File No. 333-38223).                                                                                                                                                                      
|        | 10.8* |                         |  | First Amendment to the Argo-Tech Corporation Employee Stock
	Ownership Plan and Trust Agreement, dated October 26, 1994
	(incorporated herein by reference to Exhibit 10.8 of the
	Companys Registration Statement on form S-1, filed
	October  17, 1997, SEC File No. 333-38223).                                                                                                                                          

X-1



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##### Table of Contents



EXHIBIT INDEX  Continued


|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                     
|------- | ----- | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                        
|Number  |       | Description of Document
|        |       |                        
|        | 10.9* |                         |  | Second Amendment to the Argo-Tech Corporation Employee Stock
	Ownership Plan and Trust Agreement, dated May 9, 1996
	(incorporated herein by reference to Exhibit 10.9 of the
	Companys Registration Statement on form S-1, filed
	October  17, 1997, SEC File No. 333-38223).                                                                                     
|        | 10.10 | *                       |  | Third Amendment to the Argo-Tech Corporation Employee Stock
	Ownership Plan and Trust Agreement, dated July 18, 1997
	(incorporated herein by reference to Exhibit 10.10 of the
	Companys Registration Statement on form S-1, filed
	October  17, 1997, SEC File No. 333-38223).                                                                                   
|        | 10.11 | *                       |  | Argo-Tech Corporation Employee Stock Ownership Plan Excess
	Benefit Plan, dated May 17, 1994 (incorporated herein by
	reference to Exhibit 10.11 of the Companys
	Registration Statement on form S-1, filed October 17, 1997,
	SEC File No. 333-38223).                                                                                                            
|        | 10.12 |                         |  | AT Holdings Corporation Stockholders Agreement, dated
	December 17, 1998 (incorporated herein by reference to
	Exhibit 10.12 of the Companys Annual Report on form
	10-K for the year ended October 30, 1999, SEC File No.
	333-38223).                                                                                                                           
|        | 10.13 |                         |  | AT Holdings Corporation 1998 Supplemental Stockholders
	Agreement, dated December 17, 1998 (incorporated herein by
	reference to Exhibit 10.13 of the Companys Annual
	Report on form 10-K for the year ended October 30, 1999,
	SEC File No. 333-38223).                                                                                                         
|        | 10.14 | *                       |  | Form of Management Incentive Compensation Plan for key employees
	of Argo-Tech (incorporated herein by reference to
	Exhibit 10.19 of the Companys Registration Statement
	on form S-1, filed October 17, 1997, SEC File No.
	333-38223).                                                                                                                          
|        | 10.15 | *                       |  | 1991 Management Incentive Stock Option Plan, as amended, dated
	May 16, 1994 (incorporated herein by reference to
	Exhibit 10.20 of the Companys Registration Statement
	on form S-1, filed October 17, 1997, SEC File No.
	333-38223).                                                                                                                            
|        | 10.16 | *                       |  | Form of Stock Option Agreement in connection with the Management
	Incentive Stock Option Plan, as amended, between Argo-Tech and
	each member of Argo-Techs Executive Staff (incorporated
	herein by reference to Exhibit 10.21 of the Companys
	Registration Statement on form S-1, filed October  17,
	1997, SEC File No. 333-38223).                           
|        | 10.17 | *                       |  | 1991 Performance Stock Option Plan, as amended, dated May 
	16, 1997 (incorporated herein by reference to Exhibit 10.22
	of the Companys Registration Statement on form S-1, filed
	October 17, 1997, SEC File No. 333-38223).                                                                                                                                     
|        | 10.18 | *                       |  | Form of Stock Option Agreement in connection with the 1991
	Performance Stock Option Plan, as amended, between Argo-Tech and
	certain key employees (incorporated herein by reference to
	Exhibit 10.23 of the Companys Registration Statement
	on form S-1, filed October 17, 1997, SEC File No.
	333-38223).                                                     
|        | 10.19 |                         |  | Credit Facility, dated July 18, 1997, as amended and
	restated on September 26, 1997, between Argo-Tech, AT
	Holdings, the lenders party thereto and the Chase Manhattan
	Bank, as Administrative Agent (incorporated herein by reference
	to Exhibit 10.24 of the Companys Registration
	Statement on form S-1, filed October 17, 1997, SEC File
	No. 333-38223). 
|        | 10.20 |                         |  | Distributorship Agreement, dated December 24, 1990, between
	Argo-Tech, Yamada Corporation and Vestar Capital Partners, Inc.
	(incorporated herein by reference to Exhibit 10.25 of the
	Companys Registration Statement on form S-1, filed
	October 17, 1997, SEC File No. 333-38223).                                                                            
|        | 10.21 |                         |  | Japan Distributorship Agreement, dated December 24, 1990,
	between Argo-Tech, Aerotech World Trade Corporation, Yamada
	Corporation, Yamada International Corporation and Vestar Capital
	Partners, Inc. (incorporated herein by reference to
	Exhibit 10.26 of the Companys Registration Statement
	on form S-1, filed October 17, 1997, SEC File
	No. 333-38223).

X-2



---



##### Table of Contents



EXHIBIT INDEX  Continued


|        |       |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- | ----- | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                        
|Number  |       | Description of Document
|        |       |                        
|        | 10.22 |                         |  | Stock Purchase Agreement, dated August 1, 1997, between
	Argo-Tech, J.C. Carter Company, Inc., Robert L. Veloz,
	Individually and as Trustee, Marlene J. Veloz, Individually and
	as Trustee, Edith T. Derbyshire, Individually and as Trustee,
	Harry S. Derbyshire, Individually and as Trustee, Michael Veloz,
	Katherine Canfield and Maureen Partch, as Trustee (incorporated
	herein by reference to Exhibit 10.27 of the Companys
	Registration Statement on form S-1, filed October 17, 1997,
	SEC File No. 333-38223).
|        | 10.23 |                         |  | Prism Prototype Retirement Plan & Trust & 401(k) Profit
	Sharing Plan Adoption Agreement, dated November 1, 1994
	(incorporated herein by reference to Exhibit 10.28 of the
	Companys Registration Statement on form S-1, filed
	October  17, 1997, SEC File No. 333-38223).                                                                                                                                                                                                                                                   
|        | 10.24 |                         |  | Prism Prototype Retirement Plan and Trust (incorporated herein
	by reference to Exhibit 10.29 of the Companys
	Registration Statement on form S-1, filed October 17, 1997,
	SEC File No. 333-38223).                                                                                                                                                                                                                                                                                                                           
|        | 10.25 |                         |  | Agreement of Purchase and Sale between Agnem Holdings, Inc. and
	TRW Inc. dated as of August 5, 1986 (incorporated herein by
	reference to Exhibit 10.30 of the Companys
	Registration Statement on form S-1, filed October 17, 1997,
	SEC File No. 333-38223).                                                                                                                                                                                                                                                                
|        | 10.26 | *                       |  | 1997 Stock Appreciation Rights Plan (incorporated herein by
	reference to Exhibit 10.31 of the Companys Annual
	Report on form 10-K, for the year ended October 31, 1998).                                                                                                                                                                                                                                                                                                                                                     
|        | 10.27 | *                       |  | AT Holdings Corporation/ Argo-Tech Corporation 1998 Equity
	Replacement Stock Option Plan (incorporated herein by reference
	to Exhibit 10.32 of the Companys registration
	statement on form S-4 filed March 1, 1999, SEC File No.
	333-73179).                                                                                                                                                                                                                                                                               
|        | 10.28 | *                       |  | Form of Stock Option Agreement in connection with the AT
	Holdings Corporation/ Argo-Tech Corporation 1998 Equity
	Replacement Stock Option Plan (incorporated herein by reference
	to Exhibit 10.33 of the Companys registration
	statement on form S-4 filed March 1, 1999, SEC File No.
	333-73179).                                                                                                                                                                                                                        
|        | 10.29 | *                       |  | First Amendment to the Argo-Tech Corporation Employee Stock
	Ownership Plan Excess Benefit Plan (incorporated herein by
	reference to Exhibit 10.34 of the Companys
	registration statement on form S-4 filed March 1, 1999, SEC
	File No.  333-73179).                                                                                                                                                                                                                                                                        
|        | 10.30 |                         |  | Amendment, dated December 4, 1998 to the Amended and
	Restated Credit Facility, dated July 18, 1997, as amended
	and restated on September 26, 1997, between Argo-Tech, AT
	Holdings Corporation, the Lenders party thereto and Chase
	Manhattan Bank, as Administrative Agent (incorporated herein by
	reference to Exhibit 10.32 of the Companys
	registration statement on form S4/ A filed April 22, 1999,
	SEC File No.  333-73179).                                                                                     
|        | 10.31 | **                      |  | Amendment, dated June 9, 2000 to the Amended and Restated
	Credit Facility, dated July 18, 1997, as amended and
	restated on September 26, 1997, between Argo-Tech, AT
	Holdings Corporation, the Lenders party thereto and Chase
	Manhattan Bank, as Administrative Agent.                                                                                                                                                                                                                                                     
|        | **12  |                         |  | Statement regarding computation of ratios.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 21    |                         |  | List of Subsidiaries (incorporated herein by reference to
	Exhibit 21 of the Companys Registration Statement on form
	S-1, filed October 17, 1997, SEC File No. 333-38223).                                                                                                                                                                                                                                                                                                                                                    



---



|  |                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------
|* | Reflects management contract or other compensatory arrangement
	required to be filed as an exhibit pursuant to Item 14(c)
	of this Report.



|   |                
|-- | ---------------
|** | Filed herewith.

X-3