UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 29, 2001.
|- | -----------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                          
|  |                                                                                                                                          
|o | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934                                                 

|                                                                                                                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------
|For the transition period from __________________  to  _________________                                                                           
|                                                                                                                                                   
|                                                                                                                                                   
|Commission File Number                         
        333-71397                                                                                  
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|TransDigm Inc., TransDigm Holding Company, Marathon Power Technologies Company, ZMP, Inc.,

Adams Rite Aerospace, Inc. and Champion Aerospace, Inc.
|                                                                                                                                                   
|(Exact name of co-registrants as specified in their respective charters)                                                                           
|                                                                                                                                                   
|                                                                                                                                                   
|Delaware                                                                                                                                           
|                                                                                                                                                   
|(State or other Jurisdiction of incorporation or organization)                                                                                     
|                                                                                                                                                   
|26380 Curtiss Wright Parkway, Richmond Heights, Ohio                                                                                               
|                                                                                                                                                   
|(Address of principal executive offices)                                                                                                           
|                                                                                                                                                   
|(216) 289-4939                                                                                                                                     
|                                                                                                                                                   
|(Registrants telephone number, including area code)                                                                                               
|                                                                                                                                                   
|                                                                                                                                                   
|(Former name, former address and former fiscal year, if changed since last report.)                                                                

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

| | YES x | No  o
| | ----- | -----

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

|Common Stock (Voting) of TransDigm Holding Company,

$0.01 Par Value           |  | 119,814                           
|------------------------------------------------------------------------------ |  | ----------------------------------
|                                                                               |  |                                   
|(Class)                                                                        |  | (Outstanding at December 29, 2001)
|                                                                               |  |                                   
|Class A Common Stock (Non-Voting) ofTransDigm Holding Company, $0.01 Par Value |  | -0-                               
|                                                                               |  |                                   
|(Class)                                                                        |  | (Outstanding at December 29, 2001)

All of the outstanding capital stock of TransDigm Inc. is held by TransDigm Holding Company.



|INDEX      |                                                                
|---------- | ---------------------------------------------------------------
|           |                                                                
|           |                                                                
|           |                                                                
|Part I     | FINANCIAL INFORMATION                                          
|           |                                                                
|Item 1     | Financial Statements                                           
|           |                                                                
|           | Consolidated Balance Sheets  December 29, 2001 and            
|           | September 30, 2001                                             
|           |                                                                
|           | Consolidated Statements of Income  Thirteen Weeks             
|           | Ended December 29, 2001 and December 30, 2000                  
|           |                                                                
|           | Consolidated Statement of Changes in Stockholders Deficiency 
|           | Thirteen Weeks Ended December 29, 2001                         
|           |                                                                
|           | Consolidated Statements of Cash Flows                         
|           | Thirteen Weeks Ended December 29, 2001 and December 30, 2000   
|           |                                                                
|           | Notes to Consolidated Financial Statements                     
|           |                                                                
|Item 2     | Managements Discussion and Analysis of Financial Condition    
|           | and Results of Operations                                      
|           |                                                                
|Item 3     | Quantitative and Qualitative Disclosure About Market Risk      
|           |                                                                
|Part II:   | OTHER INFORMATION                                              
|           |                                                                
|Item 6     | Exhibits and Reports on Form 8-K                               
|           |                                                                
|Signatures |                                                                



PART I: FINANCIAL INFORMATION

ITEM 1

TRANSDIGMHOLDING COMPANY

CONSOLIDATED BALANCE SHEETS

(In Thousands of Dollars)

---



|                                         | December 29, |          |               |   |         
|---------------------------------------- | ------------ | -------- | ------------- | - | --------
|                                         | 2001         |          | September 30, |  
|                                         | (Unaudited)  |          | 2001          |  
|                                         |              |          |               |  
|ASSETS                                   |              |          |               |   |         
|                                         |              |          |               |   |         
|                                         |              |          |               |   |         
|CURRENT ASSETS:                          |              |          |               |   |         
|Cash and cash equivalents                | $            | 20,852   |               | $ | 11,221  
|Accounts receivable, net                 |              | 34,871   |               |   | 40,215  
|Inventories                              |              | 49,273   |               |   | 47,872  
|Deferred income taxes                    |              | 9,749    |               |   | 9,749   
|Prepaid expenses and other               |              | 1,705    |               |   | 447     
|                                         |              |          |               |  
|Total current assets                     |              | 116,450  |               |   | 109,504 
|                                         |              |          |               |   |         
|PROPERTY, PLANT AND EQUIPMENT - Net      |              | 40,738   |               |   | 42,095  
|                                         |              |          |               |   |         
|INTANGIBLE ASSETS - Net                  |              | 202,599  |               |   | 203,858 
|                                         |              |          |               |   |         
|DEBT ISSUE COSTS - Net                   |              | 11,861   |               |   | 12,494  
|                                         |              |          |               |   |         
|DEFERRED INCOME TAXES AND OTHER          |              | 4,936    |               |   | 4,947   
|                                         |              |          |               |  
|                                         |              |          |               |   |         
|TOTAL                                    | $            | 376,584  |               | $ | 372,898 
|                                         |              |          |               |  
|                                         |              |          |               |   |         
|                                         |              |          |               |   |         
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY |              |          |               |   |         
|                                         |              |          |               |   |         
|                                         |              |          |               |   |         
|CURRENT LIABILITIES:                     |              |          |               |   |         
|Current portion of long-term liabilities | $            | 17,062   |               | $ | 15,822  
|Accounts payable                         |              | 8,256    |               |   | 9,181   
|Accrued liabilities                      |              | 29,900   |               |   | 28,829  
|                                         |              |          |               |  
|Total current liabilities                |              | 55,218   |               |   | 53,832  
|                                         |              |          |               |   |         
|                                         |              |          |               |   |         
|LONG-TERM DEBT - Less current portion    |              | 395,996  |               |   | 399,587 
|                                         |              |          |               |   |         
|                                         |              |          |               |   |         
|OTHER NON-CURRENT LIABILITIES            |              | 8,221    |               |   | 8,033   
|                                         |              |          |               |  
|Total liabilities                        |              | 459,435  |               |   | 461,452 
|                                         |              |          |               |   |         
|                                         |              |          |               |   |         
|CUMULATIVE REDEEMABLE PREFERRED STOCK    |              | 13,890   |               |   | 13,222  
|                                         |              |          |               |   |         
|                                         |              |          |               |   |         
|REDEEMABLE COMMON STOCK                  |              | 1,716    |               |   | 1,612   
|                                         |              |          |               |   |         
|                                         |              |          |               |   |         
|STOCKHOLDERS' DEFICIENCY:                |              |          |               |   |         
|Common stock                             |              | 102,080  |               |   | 102,080 
|Warrants                                 |              | 1,934    |               |   | 1,934   
|Retained deficit                         |              | (201,970 | )             |   | (206,901
|Accumulated other comprehensive loss     |              | (501     | )             |   | (501    
|                                         |              |          |               |  
|Total stockholders' deficiency           |              | (98,457  | )             |   | (103,388
|                                         |              |          |               |  
|                                         |              |          |               |   |         
|                                         |              |          |               |   |         
|TOTAL                                    | $            | 376,584  |               | $ | 372,898 
|                                         |              |          |               |  

See notes to consolidated financial statements.

-1-

|TRANSDIGM HOLDING COMPANY                                               |                      |        |             
|----------------------------------------------------------------------- | -------------------- | ------ | ------------
|                                                                        |                      |        |             
|CONSOLIDATED STATEMENTS OF INCOME(In Thousands of Dollars)

(Unaudited)
|                                                                        |                     
|                                                                        |                     
|                                                                        | Thirteen Weeks Ended
|                                                                        |                      |       
|                                                                        | December 29,         |        | December 30,
|                                                                        | 2001                 |        | 2000        
|                                                                        |                      |        |             
|                                                                        |                      |        |             
|NET SALES                                                               | $                    | 57,725 |             
|                                                                        |                      |        |             
|COST OF SALES                                                           | 31,698               |        |             
|                                                                        |                      |        |             
|                                                                        |                      |        |             
|GROSS PROFIT                                                            |                      | 26,027 |             
|                                                                        |                      |        |             
|OPERATING EXPENSES:                                                     |                      |        |             
|Selling and administrative                                              |                      | 5,340  |             
|Amortization of intangibles                                             |                      | 1,393  |             
|Research and development                                                |                      | 680    |             
|                                                                        |                      |        |             
|                                                                        |                      |        |             
|Total operating expenses                                                |                      | 7,413  |             
|                                                                        |                      |        |             
|                                                                        |                      |        |             
|INCOME FROM OPERATIONS                                                  |                      | 18,614 |             
|                                                                        |                      |        |             
|INTEREST EXPENSE  Net                                                  |                      | 8,604  |             
|                                                                        |                      |        |             
|INCOME BEFORE INCOME TAXES                                              |                      | 10,010 |             
|                                                                        |                      |        |             
|INCOME TAX PROVISON                                                     |                      | 4,307  |             
|                                                                        |                      |        |             
|                                                                        |                      |        |             
|NET INCOME                                                              | $                    | 5,703  |             
|                                                                        |                      |        |             

See notes to consolidated financial statements.

-2-




TRANSDIGM HOLDING COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN

STOCKHOLDERS' DEFICIENCY

FOR THE THIRTEEN WEEKS ENDED DECEMBER 29, 2001

(In Thousands of Dollars)

(Unaudited)

---

|                                        |   | Common

Stock |   | Warrants |   | Retained Deficit |   |   | Accumulated Other

Comprehensive Loss |   |   | Total    |  
|--------------------------------------- | - | ------------- | - | -------- | - | ---------------- | - | - | ------------------------------------- | - | - | -------- | -
|                                        |   |               |   |          |   |                  |   |   |                                       |   |   |         
|BALANCE, OCTOBER 1, 2001                | $ | 102,080       | $ | 1,934    | $ | (206,901         | ) | $ | (501                                  | ) | $ | (103,388 | )
|                                        |   |               |   |          |   |                  |   |   |                                       |   |   |          |  
|Net Income                              |   |               |   |          |   | 5,703            |   |   |                                       |   |   | 5,703    |  
|                                        |   |               |   |          |   |                  |   |   |                                       |   |   |          |  
|Accretion of redeemable common stock    |   |               |   |          |   | (104             | ) |   |                                       |   |   | (104     | )
|                                        |   |               |   |          |   |                  |   |   |                                       |   |   |          |  
|Cumulative redeemable preferred stock:  |   |               |   |          |   |                  |   |   |                                       |   |   |          |  
|Dividends accrued                       |   |               |   |          |   | (600             | ) |   |                                       |   |   | (600     | )
|Amortization of original issue discount |   |               |   |          |   | (68              | ) |   |                                       |   |   | (68      | )
|                                        |   |               |   |          |   |                  |   |   |                                       |   |   |          |  
|BALANCE, DECEMBER 29, 2001              | $ | 102,080       | $ | 1,934    | $ | (201,970         | ) | $ | (501                                  | ) | $ | (98,457  | )
|                                        |   |               |   |          |   |                  |   |   |                                       |   |   |          |  

See notes to consolidated financial statements.

-3-

|TRANSDIGM HOLDING COMPANY                                                    
|-----------------------------------------------------------------------------
|                                                                             
|CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of Dollars)

(Unaudited)
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|                                                                             
|OPERATING ACTIVITIES:                                                        
|Net income                                                                   
|Adjustments to reconcile net income to net cash                              
|provided by operating activities:                                            
|Depreciation                                                                 
|Amortization of intangibles                                                  
|Amortization of debt issue costs                                             
|Interest deferral on Holdings PIK Notes                                      
|Changes in assets and liabilities,                                           
|excluding effect of acquisition of business (Note 5):                        
|Accounts receivable                                                          
|Inventories                                                                  
|Prepaid expenses and other assets                                            
|Accounts payable                                                             
|Accrued and other liabilities                                                
|                                                                             
|Net cash provided by operating activities                                    
|                                                                             
|                                                                             
|INVESTING ACTIVITIES:                                                        
|Capital expenditures                                                         
|                                                                             
|Net cash used in operating activities                                        
|                                                                             
|                                                                             
|FINANCING ACTIVITIES:                                                        
|Repayment of term loans                                                      
|                                                                             
|Net cash used in financing activities                                        
|                                                                             
|                                                                             
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                    
|                                                                             
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                               
|                                                                             
|                                                                             
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                     
|                                                                             
|                                                                             
|SUPPLEMENTAL DISCLOSURE OF                                                   
|CASH FLOW INFORMATION:                                                       
|Cash paid during the period for interest                                     
|                                                                             
|Cash paid during the period for income taxes                                 
|                                                                             

See notes to consolidated financial statements.

-4-





|TRANSDIGM HOLDING COMPANY                                                                                          
|-------------------------------------------------------------------------------------------------------------------
|                                                                                                                   
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN WEEKS ENDED DECEMBER 29, 2001 AND DECEMBER 30, 2000 (UNAUDITED)
|                                                                                                                   
|1.                                                                                                                 
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|2.                                                                                                                 
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|3.                                                                                                                 
|                                                                                                                   
|                                                                                                                   

| |                                             |              |        |               | 
| | ------------------------------------------- | ------------ | ------ | ------------- | 
| |                                             | December 29, |        | September 30, | 
| |                                             | 2001         |        | 2001          | 
| |                                             |              |        |               | 
| | Work-in-progress and finished goods         | $            | 33,762 |               | 
| | Raw materials and purchased component parts |              | 23,125 |               | 
| |                                             |              |        |               | 
| | Total                                       |              | 56,887 |               | 
| | Reserve for excess and obsolete inventory   |              | (7,614 | )             | 
| |                                             |              |        |               | 
| | Inventories  net                           | $            | 49,273 |               | 
| |                                             |              |        |               | 

|4. | CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Environmental- The soil and groundwater beneath the Companys facility in Waco, Texas have been impacted by releases of hazardous materials. The resulting contaminants
of concern have been delineated and characterized. The majority of these contaminants are presently below action levels prescribed by the Texas Natural Resources Conservation Commission (TNRCC). In connection with the Companys
acquisition of Marathon, a $2 million escrow was previously funded to cover the cost of remediation that TNRCC might require for those contaminants currently in excess of action limits. As a result, the Company believes the condition of the soil and
groundwater at the Waco facility will not require the incurrence of material expenditures. However, there can be no assurance that additional contamination will not be discovered or that the remediation required by the TNRCC will not be material to
the financial condition, results of operations, or cash flows of the Company.

-5-





|   | During September 1998, the former owner of Marathon filed a lawsuit against the Company to release the environmental escrow alleging that the Company had violated the requirements
of the Stock Purchase Agreement relating to the investigation of the presence of certain contaminants at the Waco, Texas facility. The Company has filed counter claims against the seller and the ultimate outcome of this matter cannot presently be
determined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Other While the Company is currently involved in certain legal proceedings, management believes the results of these proceedings will not have a material effect on
the financial condition, results of operations or cash flows of the Company. During the ordinary course of business, the Company is from time to time threatened with, or may become a party to, legal actions and other proceedings. The Company
believes that its potential exposure to such legal actions is adequately covered by its aviation product and general liability insurance.                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | ACQUISITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Champion Aviation- Through a newly-formed, wholly-owned subsidiary, Champion Aerospace, Inc., TransDigm acquired substantially all of the assets and certain liabilities of
the Champion Aviation Products (Champion Aviation) business on May 31, 2001 (the Acquisition) from Federal Mogul Ignition Company (Federal-Mogul), a wholly-owned subsidiary of Federal-Mogul Corporation, for
approximately $160.1 million in cash, subject to adjustment based on the level of acquired working capital as of the closing of the Acquisition. Champion Aviation is engaged in researching, designing, developing, engineering, manufacturing,
marketing, distributing and selling ignition systems and related components and other products (including, without limitation, igniters, spark plugs, and exciters) for turbine and piston aircraft applications as well as other aerospace engine and
industrial applications.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The purchase price consideration of $160.1 million in cash and $2.2 million of costs associated with the Acquisition was funded through: (1) $147.6 million of new borrowings under
the Companys existing Senior Credit Facility, (2) $14.3 million received (net of fees of $.7 million) from the issuance of $15 million of Holdings 16 percent Cumulative Redeemable Preferred Stock and warrants to purchase 1,381.87 shares
of Holdings common stock, and (3) the use of $.4 million of the Companys existing cash balances. TransDigm also borrowed an additional $15 million under the Senior Credit Facility to pay $5 million of debt issuance costs and provide $10
million of working capital for future operations.                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Approximately $2.6 million of the additional borrowings were obtained under the Companys revolving credit line, $45 million was added to the Companys existing Tranche B
Facility, and $115 million was borrowed in the form of a new Tranche C Facility maturing in May 2007 under the Senior Credit Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company accounted for the Acquisition as a purchase and included the results of operations of the acquired business in its fiscal 2001 consolidated financial statements from
the effective date of the Acquisition. The purchase price was allocated based on a preliminary determination, which is subject to adjustment, of estimated fair values at the date of the Acquisition and resulted in goodwill of approximately $134
million being recorded on the Companys consolidated balance sheet. This goodwill is being amortized on a straight-line basis over forty years.                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The following table summarizes the unaudited, consolidated pro forma results of operations of the Company, as if the Acquisition had occurred at the beginning of the thirteen-week
period ended December 30, 2000 (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                  |   |        | 
| | ---------------- | - | ------ | 
| | Net sales        | $ | 52,507 | 
| |                  |   |        | 
| | Operating income | $ | 14,659 | 
| |                  |   |        | 
| | Net income       | $ | 2,974  | 

-6-





|           | This pro forma information is not necessarily indicative of the results that actually would have been obtained if the operations had been combined as of the beginning of the period
presented and is not intended to be a projection of future results.                                                                                                                                                                                                                                                                                                                                                                                                                          
|---------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|           | Honeywell Product Line During December 2000, the Company entered into agreements with Honeywell International, Inc. (Honeywell) to purchase certain
inventory of Honeywells lubrication and scavenge pump product line for $4.5 million, along with an option to enter into an exclusive, worldwide license agreement to produce and sell such products for at least forty years and to buy certain
assets. The cost of the option was not significant.                                                                                                                                                                                                                       
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|           | During January 2001, the Company exercised the option and on March 26, 2001, the Company executed the license agreement, acquired the related assets (including additional inventory
of approximately $1.4 million), and entered into a five year supply agreement with Honeywell in return for a cash payment of $6.6 million at closing and a commitment to make future specified and variable royalty payments under the license agreement.                                                                                                                                                                                                                                    
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|           | The Company accounted for the acquisition as a purchase and has included the results of operations of the acquired product line in its fiscal 2001 consolidated financial statements
from the effective date of the acquisition. The closing of the option transaction was recorded in March 2001 based on a preliminary determination, which is subject to adjustment, of the estimated fair values of the assets and liabilities acquired as
a result of the transaction. Intangible assets of $15.7 million, consisting of the license agreement and goodwill that were recorded as a result of the acquisition are being amortized on a straight-line basis over twenty years.
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|           | The purchase price of the inventory acquired from Honeywell in both December 2000 and March 2001 is subject to adjustment based upon a final determination of the value acquired, as
defined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|           | Pro forma net sales and results of operations for this acquisition, had the acquisition occurred at the beginning of the thirteen week period ended December 30, 2000, are not
significant and, accordingly, are not provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|*  * * * *

-7-



PART I:    FINANCIAL INFORMATION
ITEM 2

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

This Quarterly Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended, including, in particular, the statements about our plans, strategies and prospects under this Managements Discussion and Analysis of Financial Condition and Results of Operations section. Although the Company believes that
its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, the Company can give no assurance that such plans, intentions or expectations will be achieved. Important factors that could cause
actual results to differ materially from the forward-looking statements made in this Quarterly Statement are set forth herein as well as under the caption Risk Factors in the Registration Statement filed by the Company on Form S-4 on
January 29, 1999, as amended through April 23, 1999. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by those cautionary statements.

Overview

TransDigm is a leading supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft. Most of the Company's products share three common
characteristics: (1) highly engineered and proprietary; (2) significant aftermarket content; and (3) large shares of niche markets.

TransDigm sells its products to commercial airlines, aircraft maintenance facilities, aircraft and aircraft system original equipment manufacturers (OEMs) and various agencies of
the United States and foreign governments. TransDigm generates the majority of its earnings before interest, taxes, depreciation and amortization (EBITDA) from sales of replacement parts in the commercial and defense aftermarkets. Most
of TransDigms OEM sales are on an exclusive sole source basis; therefore, in most cases, TransDigm is the only certified provider of these parts in the aftermarket. Aftermarket parts sales are driven by the size of the worldwide aircraft
fleet, are usually relatively stable and generate recurring revenues over the life of an aircraft that are many times the size of the original OEM purchases. TransDigm has over 40 years of experience in most of its product lines, therefore it
benefits from a large and growing installed base of aircraft.

Acquisitions

On March 26, 2001, the Company acquired an exclusive, worldwide license to produce and sell products composed of Honeywell International, Inc.s lubrication and scavenge pump product line
along with certain related inventory and equipment for a cash payment of $6.6 million and a commitment to make future, specified and variable royalty payments. Prior to the closing of this transaction, the Company acquired $4.5 million of lube and
scavenge pump inventory from Honeywell in December 2000. The lube and scavenge pump product line is a complement to AeroControlexs business.

On May 31, 2001, TransDigm (through a newly-formed, wholly-owned subsidiary, Champion Aerospace, Inc.) acquired substantially all of the assets and certain liabilities of the Champion Aviation
Products business from Federal Mogul Ignition Company (Federal-Mogul), a wholly-owned subsidiary of Federal-Mogul Corporation, for approximately $160.1 million in cash, subject to adjustment based on the level of acquired working capital
as of the closing of the acquisition. The Champion Aviation Products (Champion Aviation) business is engaged in researching, designing, developing, engineering, manufacturing, marketing, distributing and selling ignition systems and
related components and other products (including, without limitation, igniters, spark plugs, and exciters) for turbine and piston aircraft applications as well as other aerospace engine and industrial applications.

-8-

The following is managements discussion and analysis of certain significant factors that have affected the Companys financial position and operating results during the periods
included in the accompanying consolidated financial statements. The Companys fiscal year ends on September 30.

Recent Developments

Following the September 11, 2001 terrorist attacks, the Company disclosed its initial plan to significantly reduce its workforce from its level of approximately 1,100 employees as of September
30, 2001. The aerospace market has not stabilized and the Company is experiencing a downturn in commercial transport activity in both the OEM and aftermarket sectors. The aftermarket sector is expected to recover slowly over the next four to six
quarters. Commercial transport OEM production rates are expected to be significantly revised downward as new transport delivery schedules are canceled or extended. Regional and business jet operations and production rates are expected to be impacted
to a lesser degree. Military activity is difficult to predict, but based upon the Companys broad base of applications, a modest increase in military orders is anticipated.

The anticipated decline in revenues was not as severe as originally anticipated during the first quarter of fiscal 2002, but the Company expects fiscal year 2002 revenues to be down on a pro
forma basis, from fiscal year 2001 pro forma revenues of approximately $250 million (as if all acquisitions had occurred on the first business day of the fiscal year). The Company also expects that fiscal 2002 cash flows will be reduced from 2001
pro forma cash flows; however, management believes that the Company will maintain adequate liquidity and will remain in compliance with its credit agreements.

Results of Operations

The following table sets forth, for the periods indicated, certain operating data of the Company as a percentage of net sales.

| |                             | Thirteen Weeks Ended |  
| | --------------------------- | -------------------- | -
| |                             | December 29,         |  
| |                             | 2001                 |  
| | Net sales                   | 100                  | %
| |                             |                      |  
| | Gross profit                | 45                   |  
| | Selling and administrative  | 9                    |  
| | Amortization of intangibles | 3                    |  
| | Research and development    | 1                    |  
| |                             |                      |  
| | Income from operations      | 32                   |  
| | Interest expense - net      | 15                   |  
| | Income tax provision        | 7                    |  
| |                             |                      |  
| | Net income                  | 10                   | %
| |                             |                      |  

Changes in Results of Operations

Thirteen weeks ended December 29, 2001 compared with thirteen weeks ended December 30, 2000.

| | Net Sales.Net sales increased by $21,945,000, or 61.3%, to $57,725,000 for the quarter ended December 29, 2001 from $35,780,000 for the comparable quarter last year,
primarily due to the Honeywell and Champion Aviation acquisitions.                                                                                                         
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                  
| | Gross Profit.Gross profit (net sales less cost of sales) increased by $10,240,000, or 64.9%, to $26,027,000 for the quarter ended December 29, 2001 from $15,787,000
from the comparable quarter last year. This increase is attributable to the higher sales discussed above and cost saving actions taken as a result of the terrorist attacks.

-9-





| | Selling and Administrative .Selling and administrative expenses increased by $1,084,000, or 25.5%, to $5,340,000 for the quarter ended December 29, 2001 from
$4,256,000 for the quarter ended December 30, 2000 due to the Honeywell and Champion Aviation acquisitions. Selling and administrative expenses decreased as a percentage of net sales to 9.3% in fiscal 2002 from 11.9% in fiscal 2001 due to improved
selling and administrative efficiencies as a result of the Honeywell and Champion Aviation acquisitions and the cost saving actions discussed previously.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Amortization of Intangibles.Amortization of intangibles increased by $974,000, or 232%, to $1,393,000 for the quarter ended December 29, 2001 from $419,000 for the
quarter ended December 30, 2000 as a result of amortization of the intangible assets recognized in connection with the Honeywell and Champion Aviation acquisitions.                                                                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Research and Development.Research and development expense increased by $167,000, or 32.6%, to $680,000 for the quarter ended December 29, 2001 from $513,000 for the
quarter ended December 30, 2000. Research and development expense, as a percentage of net sales, was approximately 1% for both quarters.                                                                                                                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Income from Operations .Operating income increased $8,015,000 for the quarter ended December 29, 2001 to $18,614,000 from $10,599,000 for the comparable quarter last
year, due to the factors discussed above.                                                                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Interest Expense.Interest expense increased $1,573,000, or 22.4%, to $8,604,000 for the quarter ended December 29, 2001 from $7,031,000 for the comparable quarter
last year. This was caused by an increase in the level of outstanding borrowings as a result of the Honeywell and Champion Aviation acquisitions offset by a decrease in interest rates.                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Income Taxes.Income tax expense as a percentage of income before income taxes was 43% for the thirteen weeks ended December 29, 2001 and was comparable to the 44%
effective tax rate for the thirteen weeks ended December 30, 2000.                                                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Net Income.The Company earned $5,703,000 for the first quarter of fiscal 2002 compared to $1,986,000 for the first quarter of fiscal 2001, primarily as a result of the
factors referred to above.                                                                                                                                                                                                                                                                                                                                                                             

Backlog

Management believes that sales order backlog (i.e., orders for products that have not yet been shipped) is a useful indicator of future sales. As of December 29, 2001, the Company estimated its
sales order backlog at $101,800,000 (including backlog related to Champion Aerospace and Honeywell) compared to an estimated $79,100,000 reported as of December 30, 2000. The majority of the purchase orders outstanding as of December 29, 2001 are
scheduled for delivery within the next twelve months. Purchase orders are generally subject to cancellation by the customer prior to shipment. The level of unfilled purchase orders at any given date during the year will be materially affected by the
timing of the Companys receipt of purchase orders and the speed with which those orders are filled. Accordingly, the Companys backlog as of December 29, 2001 may not necessarily represent the actual amount of shipments or sales for any
future period.

Foreign Operations

The Company manufactures all of its products in the United States. However, a portion of the Companys sales is conducted abroad and a portion of raw materials is purchased abroad. This
activity is subject to numerous additional risks, including the impact of foreign government regulations, currency fluctuations, political uncertainties and differences in business practices. There can be no assurance that foreign governments will
not adopt regulations or take other action that would have a direct or indirect adverse impact on the business or market opportunities of the Company within such governments countries. Furthermore, there can be no assurance that the political,
cultural and economic climate outside the United States will be favorable to the Companys operations and growth strategy.

-10-



Inflation

Many of the Companys raw materials and operating expenses are sensitive to the effects of inflation, which could result in changing operating costs. The effects of inflation on the
Companys businesses during the thirteen week periods ended December 29, 2001 and December 30, 2000 were not significant.

Liquidity and Capital Resources

The Company generated $13,138,000 of cash from operating activities during the thirteen weeks ended December 29, 2001 compared to $3,958,000 generated during the thirteen weeks ended December
30, 2000, principally due to the Honeywell and Champion Aviation acquisitions.

Cash used in investing activities decreased to $373,000 during the thirteen weeks ended December 29, 2001 compared to $790,000 used during the thirteen weeks ended December 30, 2000, due to a
decrease in capital expenditures.

Cash used in financing activities during the thirteen weeks ended December 29, 2001 increased slightly to $3,134,000 compared to $2,738,000 used in financing activities during the thirteen
weeks ended December 30, 2000, due to increased repayment of debt obligations.

The Companys primary cash needs will consist of capital expenditures and debt service. The Company incurs capital expenditures for the purpose of maintaining and replacing existing
equipment and facilities and, from time to time, for facility expansion.

Additional Disclosure Required by Indenture

Separate financial information of TransDigm is not presented since the Senior Subordinated Notes are guaranteed by Holdings and all direct and indirect subsidiaries of TransDigm and since
Holdings has no operations or assets separate from its investment in TransDigm. In addition, Holdings only liability consists of Holdings PIK Notes of $28.4 million that bear interest at 12% annually. Interest expense recognized on the
Holdings PIK Notes during the thirteen-week periods ended December 29, 2001 and December 30, 2000 was $.8 million and $.7 million, respectively.



PART I:      FINANCIAL INFORMATION

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

At December 29, 2001, the Company is subject to interest rate risk with respect to borrowings under its credit facility as the interest rates on such borrowings vary with market conditions and,
thus, the amount of outstanding borrowings approximates the fair value of the indebtedness. The weighted average interest rate on the $257.5 million of borrowings outstanding under the credit facility at December 29, 2001 was 5.5%. Also outstanding
at December 29, 2001 was $125 million of Company indebtedness in the form of subordinated notes and $28.4 million of Holdings PIK Notes. The interest rates on both of these borrowings are fixed at10 3
/8
% and 12% per year, respectively.

The sensitivity of changes in the fair value of the Companys outstanding borrowings to changes in interest rates is described on page 18 of our Form 10-K for the fiscal year ended
September 30, 2001. There have been no material changes in the sensitivity since September 30, 2001.

-11-



|PART II: | OTHER INFORMATION                                                                         
|-------- | ------------------------------------------------------------------------------------------
|         |                                                                                           
|ITEM 6   | Exhibits and Reports on Form 8-K                                                          
|         |                                                                                           
|(a)      | Exhibits                                                                                  
|         |                                                                                           
|         | None                                                                                      
|         |                                                                                           
|(b)      | Reports on Form 8-K                                                                       
|         |                                                                                           
|         | On December 11, 2001, the Company announced the transition of the Chief Executive Officer.

-12-





SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Act of 1934, as amended, each of the Co-Registrants has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Richmond Heights, State of Ohio, on February 12, 2002.

|TRANSDIGM HOLDING COMPANY          
|-----------------------------------
|                                   
|By:                                
|                                   
|                                   
|                                   
|                                   
|TRANSDIGM INC.                     
|                                   
|                                   
|By:                                
|                                   
|                                   
|                                   
|MARATHON POWER TECHNOLOGIES COMPANY
|                                   
|By:                                
|                                   
|                                   
|                                   
|ZMP, INC.                          
|                                   
|By:                                
|                                   
|                                   
|                                   
|ADAMS RITE AEROSPACE, INC.         
|                                   
|By:                                
|                                   
|                                   
|                                   
|CHAMPION AEROSPACE, INC.           
|                                   
|By:                                
|                                   
|                                   

-13-





|TRANSDIGM HOLDING COMPANY                                                                                                                                                                                 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                          
|Pursuant to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the Co-Registrant and in the capacities and as of the dates indicated.

|                   |  |                                              |  |                  
|------------------ |  | -------------------------------------------- |  | -----------------
|SIGNATURE          |  | TITLE                                        |  | DATE             
|                   |  |                                              |  |                  
|*                  |  | Chairman of the Board                        |  | February 12, 2002
|                   |  |                                              |  |                  
|Douglas W. Peacock |  |                                              |  |                  
|                   |  |                                              |  |                  
|                   |  |                                              |  |                  
|*                  |  | President and Chief Executive Officer        |  | February 12, 2002
|                   |  | (Principal Executive Officer) and Director   |  |                  
|W. Nicholas Howley |  |                                              |  |                  
|                   |  |                                              |  |                  
|/s/ Gregory Rufus  |  | Chief Financial Officer (Principal Financial |  | February 12, 2002
|                   |  | and Accounting Officer)                      |  |                  
|Gregory Rufus      |  |                                              |  |                  
|                   |  |                                              |  |                  
|*                  |  | Director                                     |  | February 12, 2002
|                   |  |                                              |  |                  
|Stephen Berger     |  |                                              |  |                  
|                   |  |                                              |  |                  
|*                  |  | Director                                     |  | February 12, 2002
|                   |  |                                              |  |                  
|William Hopkins    |  |                                              |  |                  
|                   |  |                                              |  |                  
|*                  |  | Director                                     |  | February 12, 2002
|                   |  |                                              |  |                  
|Muzzafar Mirza     |  |                                              |  |                  
|                   |  |                                              |  |                  
|*                  |  | Director                                     |  | February 12, 2002
|                   |  |                                              |  |                  
|John W. Paxton     |  |                                              |  |                  
|                   |  |                                              |  |                  
|*                  |  | Director                                     |  | February 12, 2002
|                   |  |                                              |  |                  
|Thomas R. Wall, IV |  |                                              |  |                  

-14-





|TRANSDIGM INC.                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                          
|Pursuant to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the Co-Registrant and in the capacities and as of the dates indicated.

|                   |  |                                             |                  
|------------------ |  | ------------------------------------------- | -----------------
|SIGNATURE          |  | TITLE                                       | DATE             
|                   |  |                                             |                  
|*                  |  | Chairman of the Board                       | February 12, 2002
|                   |  |                                             |                  
|Douglas W. Peacock |  |                                             |                  
|                   |  |                                             |                  
|                   |  |                                             |                  
|*                  |  | President and Chief Executive Officer       | February 12, 2002
|W. Nicholas Howley |  | (Principal Executive Officer)

and Director |                  
|                   |  |                                             |                  
|                   |  |                                             |                  
|/s/ Gregory Rufus  |  | Chief Financial Officer (Principal          | February 12, 2002
|                   |  | Financial and Accounting Officer)           |                  
|Gregory Rufus      |  |                                             |                  
|                   |  |                                             |                  
|*                  |  | Director                                    | February 12, 2002
|                   |  |                                             |                  
|Stephen Berger     |  |                                             |                  
|                   |  |                                             |                  
|*                  |  | Director                                    | February 12, 2002
|                   |  |                                             |                  
|William Hopkins    |  |                                             |                  
|                   |  |                                             |                  
|*                  |  | Director                                    | February 12, 2002
|                   |  |                                             |                  
|Muzzafar Mirza     |  |                                             |                  
|                   |  |                                             |                  
|*                  |  | Director                                    | February 12, 2002
|                   |  |                                             |                  
|John W. Paxton     |  |                                             |                  
|                   |  |                                             |                  
|*                  |  | Director                                    | February 12, 2002
|                   |  |                                             |                  
|Thomas R. Wall, IV |  |                                             |                  

-15-





MARATHON POWER TECHNOLOGIES COMPANY

Pursuant to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the Co-Registrant and in the capacities and as of the dates indicated.

|SIGNATURE           |  | TITLE                                        |  | DATE             
|------------------- |  | -------------------------------------------- |  | -----------------
|                    |  |                                              |  |                  
|*                   |  | Chairman of the Board and Chief Executive    |  | February 12, 2002
|                    |  | Officer (Principal Executive Officer)        |  |                  
|Douglas W. Peacock  |  |                                              |  |                  
|                    |  |                                              |  |                  
|                    |  |                                              |  |                  
|*                   |  | President (Principal Executive Officer)      |  | February 12, 2002
|                    |  |                                              |  |                  
|Albert J. Rodriguez |  |                                              |  |                  
|                    |  |                                              |  |                  
|/s/ Gregory Rufus   |  | Chief Financial Officer (Principal Financial |  | February 12, 2002
|                    |  | and Accounting Officer)                      |  |                  
|Gregory Rufus       |  |                                              |  |                  
|                    |  |                                              |  |                  
|*                   |  | Director                                     |  | February 12, 2002
|                    |  |                                              |  |                  
|W. Nicholas Howley  |  |                                              |  |                  

-16-





ZMP. INC.

Pursuant to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the Co-Registrant and in the capacities and as of the dates indicated.

|SIGNATURE          |  | TITLE                                                | DATE             
|------------------ |  | ---------------------------------------------------- | -----------------
|                   |  |                                                      |                  
|*                  |  | Chairman of the Board and Executive Vice             | February 12, 2002
|                   |  | President (Principal Executive Officer)              |                  
|Douglas W. Peacock |  |                                                      |                  
|                   |  |                                                      |                  
|                   |  |                                                      |                  
|*                  |  | President (Principal Operating Officer)              | February 12, 2002
|                   |  |                                                      |                  
|John F. Leary      |  |                                                      |                  
|                   |  |                                                      |                  
|                   |  |                                                      |                  
|/s/ Gregory Rufus  |  | Treasurer and Chief Financial                        | February 12, 2002
|Gregory Rufus      |  | Officer(Principal Financial and

Accounting Officer) |                  
|                   |  |                                                      |                  
|                   |  |                                                      |                  
|*                  |  | Executive Vice President and Director                | February 12, 2002
|                   |  |                                                      |                  
|W. Nicholas Howley |  |                                                      |                  

-17-





ADAMS AEROSPACE, INC.

Pursuant to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the Co-Registrant and in the capacities and as of the dates
indicated.

|SIGNATURE          |  | TITLE                                                                            | DATE             
|------------------ |  | -------------------------------------------------------------------------------- | -----------------
|                   |  |                                                                                  |                  
|*                  |  | Chairman of the Board and Executive

VicePresident (Principal Executive Officer) | February 12, 2002
|                   |  |                                                                                 
|Douglas W. Peacock |  |                                                                                  |                  
|                   |  |                                                                                  |                  
|*                  |  | President (Principal Operating Officer)                                          | February 12, 2002
|                   |  |                                                                                  |                  
|John F. Leary      |  |                                                                                  |                  
|                   |  |                                                                                  |                  
|/s/ Gregory Rufus  |  | Treasurer and Chief Financial                                                    | February 12, 2002
|Gregory Rufus      |  | Officer(Principal Financial and

Accounting Officer)                             |                  
|                   |  |                                                                                  |                  
|*                  |  | Executive Vice President and Director                                            | February 12, 2002
|                   |  |                                                                                  |                  
|W. Nicholas Howley |  |                                                                                  |                  

-18-



CHAMPION AEROSPACE, INC.

Pursuant to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the Co-Registrant and in the capacities and as of the dates
indicated.

|SIGNATURE          |  | TITLE                                                | DATE             
|------------------ |  | ---------------------------------------------------- | -----------------
|                   |  |                                                      |                  
|*                  |  | Chairman of the Board                                | February 12, 2002
|                   |  |                                                      |                  
|Douglas W. Peacock |  |                                                      |                  
|                   |  |                                                      |                  
|*                  |  | President (Principal Executive Officer)              | February 12, 2002
|W. Nicholas Howley |  | and Director                                         |                  
|                   |  |                                                      |                  
|                   |  |                                                      |                  
|/s/ Gregory Rufus  |  | Treasurer and Chief Financial                        |                  
|Gregory Rufus      |  | Officer(Principal Financial and

Accounting Officer) | February 12, 2002



|* | The undersigned, by signing his name hereto, does sign and execute this Quarterly report on Form 10-Q pursuant to the Power of Attorney executed by the above-named officers and
Directors of the Co-Registrants and filed with the Securities and Exchange Commision on behalf of such officers and Directors.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                

-19-