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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 March 29, 2003.                       
|                                                                     
|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.                                                
|--------------------------------------------------------------
|                                                              
|(Exact name of registrant as specified in its charter)        
|                                                              
|Delaware                                                      
|                                                              
|(State or other Jurisdiction of incorporation or organization)
|                                                              
|34-1750032                                                    
|                                                              
|(I.R.S. Employer Identification No.)                          
|                                                              
|TransDigm Holding Company                                     
|                                                              
|(Exact name of registrant as specified in its charter)        
|                                                              
|Delaware                                                      
|                                                              
|(State or other Jurisdiction of incorporation or organization)
|                                                              
|13-3733378                                                    
|                                                              
|(I.R.S. Employer Identification No.)                          

|26380 Curtiss Wright Parkway, Richmond Heights, Ohio                                |  | 44143     
|----------------------------------------------------------------------------------- |  | ----------
|                                                                                    |  |           
|(Address of principal executive offices)                                            |  | (Zip Code)
|                                                                                    |  |           
|(216) 289-4939                                                                     
|                                                                                   
|(Registrants telephone number, including area code)                               
|                                                                                    |  |           
|                                                                                    |  |           
|                                                                                   
|(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether each of the co-registrants (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 co-registrants 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 by check mark whether the
co-registrants are accelerated filers (as defined in Rule 12b-2 of the Exchange Act).

|Yes o | No x
|----- | ----

Indicate the number of shares outstanding of
each of the co-registrants classes of common stock, as of the latest practicable date.

|Common Stock (Voting) of TransDigm Holding Company, $0.01 Par Value             |  | 119,789                        
|------------------------------------------------------------------------------- |  | -------------------------------
|                                                                                |  |                                
|(Class)                                                                         |  | (Outstanding at March 29, 2003)
|                                                                                |  |                                
|                                                                                |  |                                
|Class A Common Stock (Non-Voting) of TransDigm Holding Company, $0.01 Par Value |  | -0-                            
|                                                                                |  |                                
|(Class)                                                                         |  | (Outstanding at March 29, 2003)

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

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INDEX

|           |                       |                                                                                                                            | Page
|---------- | --------------------- | -------------------------------------------------------------------------------------------------------------------------- | ----
|           |                       |                                                                                                                            |     
|Part I     | FINANCIAL INFORMATION |                                                                                                                           
|           |                       |                                                                                                                           
|           | Item 1                | Financial Statements                                                                                                       |     
|           |                       |                                                                                                                            |     
|           |                       | Condensed Consolidated Balance Sheets  March 29, 2003 and September 30, 2002                                              | 1   
|           |                       |                                                                                                                            |     
|           |                       | Condensed Consolidated Statements of Income  Thirteen and Twenty-Six Week Periods Ended March 29, 2003 and March 30, 2002 | 2   
|           |                       |                                                                                                                            |     
|           |                       | Condensed Consolidated Statement of Changes in Stockholders Deficiency  Twenty-Six Week Period Ended March 29, 2003      | 3   
|           |                       |                                                                                                                            |     
|           |                       | Condensed Consolidated Statements of Cash Flows  Twenty-Six Week Periods Ended March 29, 2003 and March 30, 2002          | 4   
|           |                       |                                                                                                                            |     
|           |                       | Notes to Condensed Consolidated Financial Statements                                                                       | 5   
|           |                       |                                                                                                                            |     
|           | Item 2                | Managements Discussion and Analysis of Financial Condition and Results of Operations                                      | 16  
|           |                       |                                                                                                                            |     
|           | Item 3                | Quantitative and Qualitative Disclosure About Market Risk                                                                  | 28  
|           |                       |                                                                                                                            |     
|           | Item 4                | Controls and Procedures                                                                                                    | 28  
|           |                       |                                                                                                                            |     
|Part II:   | OTHER INFORMATION     |                                                                                                                           
|           |                       |                                                                                                                           
|           | Item 6                | Exhibits and Reports on Form 8-K                                                                                           | 29  
|           |                       |                                                                                                                            |     
|SIGNATURES | 29                   



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##### Table of Contents

|PART I: | FINANCIAL INFORMATION
|------- | ---------------------
|ITEM 1  |                      

TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands of Dollars) (Unaudited)

|                                               |  | March 29, 2003 |          | September 30, 2002 |  
|---------------------------------------------- |  | -------------- | -------- | ------------------ | -
|                                               |  |                |          |                    |  
|ASSETS                                         |  |                |          |                    |  
|CURRENT ASSETS:                                |  |                |          |                    |  
|Cash and cash equivalents                      |  | $              | 11,759   |                    | $
|Accounts receivable, net                       |  |                | 46,625   |                    |  
|Inventories, net (Note 5)                      |  |                | 58,762   |                    |  
|Deferred income taxes                          |  |                | 9,959    |                    |  
|Prepaid expenses and other                     |  |                | 1,266    |                    |  
|                                               |  |                |          |                    |  
|Total current assets                           |  |                | 128,371  |                    |  
|PROPERTY, PLANT AND EQUIPMENT - Net            |  |                | 39,985   |                    |  
|GOODWILL - Net                                 |  |                | 203,421  |                    |  
|OTHER INTANGIBLE ASSETS - Net                  |  |                | 41,699   |                    |  
|DEBT ISSUE COSTS - Net                         |  |                | 10,173   |                    |  
|DEFERRED INCOME TAXES AND OTHER                |  |                | 489      |                    |  
|                                               |  |                |          |                    |  
|TOTAL ASSETS                                   |  | $              | 424,138  |                    | $
|                                               |  |                |          |                    |  
|LIABILITIES AND STOCKHOLDERS DEFICIENCY       |  |                |          |                    |  
|CURRENT LIABILITIES:                           |  |                |          |                    |  
|Current portion of long-term liabilities       |  | $              | 11,564   |                    | $
|Accounts payable                               |  |                | 14,335   |                    |  
|Accrued liabilities                            |  |                | 31,915   |                    |  
|                                               |  |                |          |                    |  
|Total current liabilities                      |  |                | 57,814   |                    |  
|LONG-TERM DEBT - Less current portion          |  |                | 392,589  |                    |  
|DEFERRED INCOME TAXES                          |  |                | 1,817    |                    |  
|OTHER NON-CURRENT LIABILITIES                  |  |                | 4,270    |                    |  
|                                               |  |                |          |                    |  
|Total liabilities                              |  |                | 456,490  |                    |  
|                                               |  |                |          |                    |  
|CUMULATIVE REDEEMABLE PREFERRED STOCK          |  |                | 17,737   |                    |  
|REDEEMABLE COMMON STOCK (Note 6)               |  |                | 2,907    |                    |  
|STOCKHOLDERS DEFICIENCY:                      |  |                |          |                    |  
|Common stock                                   |  |                | 102,080  |                    |  
|Warrants                                       |  |                | 1,934    |                    |  
|Retained deficit                               |  |                | (156,333 | )                  |  
|Accumulated other comprehensive loss           |  |                | (677     | )                  |  
|                                               |  |                |          |                    |  
|Total stockholders deficiency                 |  |                | (52,996  | )                  |  
|                                               |  |                |          |                    |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY |  | $              | 424,138  |                    | $
|                                               |  |                |          |                    |  

See notes to condensed consolidated financial statements.

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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THIRTEEN AND TWENTY-SIX WEEK PERIODS ENDED MARCH 29, 2003 AND MARCH 30, 2002 (In Thousands of Dollars)
(Unaudited)

|                            |  | Thirteen Week Periods Ended |        | Twenty-Six Week Periods Ended |  
|--------------------------- |  | --------------------------- | ------ | ----------------------------- | -
|                            |  |                             |        |                               |  
|                            |  | March 29, 2003              |        | March 30, 2002                |  
|                            |  |                             |        |                               |  
|NET SALES                   |  | $                           | 79,616 |                               | $
|COST OF SALES               |  |                             | 42,691 |                               |  
|                            |  |                             |        |                               |  
|GROSS PROFIT                |  |                             | 36,925 |                               |  
|OPERATING EXPENSES:         |  |                             |        |                               |  
|Selling and administrative  |  |                             | 5,290  |                               |  
|Amortization of intangibles |  |                             | 287    |                               |  
|Research and development    |  |                             | 708    |                               |  
|                            |  |                             |        |                               |  
|Total operating expenses    |  |                             | 6,285  |                               |  
|                            |  |                             |        |                               |  
|INCOME FROM OPERATIONS      |  |                             | 30,640 |                               |  
|INTEREST EXPENSE - Net      |  |                             | 9,043  |                               |  
|                            |  |                             |        |                               |  
|INCOME BEFORE INCOME TAXES  |  |                             | 21,597 |                               |  
|INCOME TAX PROVISON         |  |                             | 7,929  |                               |  
|                            |  |                             |        |                               |  
|NET INCOME                  |  | $                           | 13,668 |                               | $
|                            |  |                             |        |                               |  

See notes to condensed consolidated financial statements.

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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIENCY FOR THE TWENTY-SIX WEEK PERIOD ENDED MARCH 29, 2003 (In Thousands of Dollars)
(Unaudited)

|                                       |  | Common Stock |         | Warrants |   | Retained Deficit |  | Accumulated Other Comprehensive Loss |          | Total |  
|-------------------------------------- |  | ------------ | ------- | -------- | - | ---------------- |  | ------------------------------------ | -------- | ----- | -
|                                       |  |              |         |          |   |                  |  |                                      |          |       |  
|BALANCE, OCTOBER 1, 2002               |  | $            | 102,080 |          | $ | 1,934            |  | $                                    | (180,506 | )     | $
|Comprehensive income:                  |  |              |         |          |   |                  |  |                                      |          |       |  
|Net income                             |  |              |         |          |   |                  |  |                                      | 25,786   |       |  
|Other comprehensive loss               |  |              |         |          |   |                  |  |                                      |          |       |  
|                                       |  |              |         |          |   |                  |  |                                      |          |       |  
|Comprehensive income                   |  |              |         |          |   |                  |  |                                      |          |       |  
|Cumulative redeemable preferred stock: |  |              |         |          |   |                  |  |                                      |          |       |  
|Dividends accrued                      |  |              |         |          |   |                  |  |                                      | (1,474   | )     |  
|Accretion for original issue discount  |  |              |         |          |   |                  |  |                                      | (139     | )     |  
|                                       |  |              |         |          |   |                  |  |                                      |          |       |  
|BALANCE, MARCH 29, 2003                |  | $            | 102,080 |          | $ | 1,934            |  | $                                    | (156,333 | )     | $
|                                       |  |              |         |          |   |                  |  |                                      |          |       |  

See notes to condensed consolidated financial statements.

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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE TWENTY-SIX WEEK PERIODS ENDED MARCH 29, 2003 AND MARCH 30, 2002(In
Thousands of Dollars) (Unaudited)

|                                                                                     |  | Twenty-Six Week Periods Ended |        
|------------------------------------------------------------------------------------ |  | ----------------------------- | -------
|                                                                                     |  |                               |        
|                                                                                     |  | March 29, 2003                |        
|                                                                                     |  |                               |        
|OPERATING ACTIVITIES:                                                                |  |                               |        
|Net income                                                                           |  | $                             | 25,786 
|Adjustments to reconcile net income to net cash provided by operating activities:    |  |                               |        
|Depreciation                                                                         |  |                               | 3,352  
|Amortization of intangibles                                                          |  |                               | 571    
|Amortization/write-off of debt issue costs and note premium                          |  |                               | 1,404  
|Interest deferral on Holdings PIK Notes                                              |  |                               | 1,546  
|Changes in assets/liabilities, net of effects from acquisition of business (Note 4): |  |                               |        
|Accounts receivable                                                                  |  |                               | (7,435 
|Inventories                                                                          |  |                               | (1,345 
|Prepaid expenses and other assets                                                    |  |                               | 1,210  
|Accounts payable                                                                     |  |                               | 1,681  
|Accrued and other liabilities                                                        |  |                               | 2,631  
|                                                                                     |  |                               |        
|Net cash provided by operating activities                                            |  |                               | 29,401 
|                                                                                     |  |                               |        
|INVESTING ACTIVITIES:                                                                |  |                               |        
|Acquisition of Norco, Inc. net assets  (Note 4)                                      |  |                               | (52,954
|Capital expenditures                                                                 |  |                               | (2,703 
|                                                                                     |  |                               |        
|Net cash used in investing activities                                                |  |                               | (55,657
|                                                                                     |  |                               |        
|FINANCING ACTIVITIES:                                                                |  |                               |        
|Borrowings under credit facility, net of fees of $200                                |  |                               | 24,800 
|Repayment of Holdings PIK Notes                                                      |  |                               | (32,802
|Repayment of amounts borrowed under credit facility                                  |  |                               | (1,989 
|Payment of Honeywell license obligation                                              |  |                               | (1,200 
|Purchase of redeemable common stock                                                  |  |                               |        
|                                                                                     |  |                               |        
|Net cash used in financing activities                                                |  |                               | (11,191
|                                                                                     |  |                               |        
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                 |  |                               | (37,447
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                       |  |                               | 49,206 
|                                                                                     |  |                               |        
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                             |  | $                             | 11,759 
|                                                                                     |  |                               |        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                    |  |                               |        
|Cash paid during the period for interest                                             |  | $                             | 14,222 
|                                                                                     |  |                               |        
|Cash paid during the period for income taxes                                         |  | $                             | 11,180 
|                                                                                     |  |                               |        

See notes to condensed consolidated financial statements.

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TRANSDIGM HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THIRTEEN AND TWENTY-SIX WEEK PERIODS ENDED MARCH 29, 2003 AND MARCH 30, 2002 (UNAUDITED)

|1. | DESCRIPTION OF THE BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | TransDigm Holding Company (Holdings), through its wholly-owned operating subsidiary, TransDigm Inc. (TransDigm), is a premier supplier of engineered
power system and airframe components servicing predominantly the aerospace industry.  TransDigm, which includes the AeroControlex and AdelWiggins Groups, along with its wholly-owned subsidiaries, Champion Aerospace Inc. (Champion),
Marathon Power Technologies Company (Marathon), ZMP, Inc. (ZMP), and Adams Rite Aerospace, Inc. (Adams Rite) (collectively, the Company) offers a broad line of proprietary aerospace components. 
Major product offerings in the Power System Components category include ignition system components, fuel and lube pumps, mechanical controls and actuators, batteries and chargers, engine hold open mechanisms and specialty connecting devices. 
Major product offerings in the Airframe System Components category include engineered connectors, engineered latches, and lavatory hardware and components.      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | UNAUDITED INTERIM FINANCIAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The financial information included herein is unaudited; however, the information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the
opinion of management, necessary for a fair presentation of the Companys financial position and results of operations and cash flows for the interim periods presented.  These financial statements and notes should be read in conjunction
with the financial statements and related notes included in the Companys Annual Report on Form 10-K for the year ended September 30, 2002.  The September 30, 2002 condensed consolidated balance sheet was derived from the Companys
audited financial statements.  The results of operations for the thirteen and twenty-six week periods ended March 29, 2003 are not necessarily indicative of the results to be expected for the full year.  Certain reclassifications have been
made to the fiscal 2002 financial statements and related notes to conform to the classifications used in 2003.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | NEW ACCOUNTING STANDARDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other
Intangible Assets (SFAS 142),which became effective for the Company on October 1, 2002. Under the provisions of SFAS 142, amortization of goodwill and certain other intangible assets ceased effective October 1, 2002. The
adoption of this statement will result in the elimination of approximately $5 million of annual goodwill amortization expense during fiscal 2003. Goodwill amortization was replaced with the requirement to test goodwill for impairment upon adoption
of SFAS 142 and at least annually thereafter. The Companys initial impairment test as of October 1, 2002 had no effect on its consolidated financial position or results of operations.  The Companys annual impairment test will be
performed as of its fiscal year end.                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | A reconciliation of net income reported by the Company for the thirteen and twenty-six week periods ended March 29, 2003 and March 30, 2002 to the net income which would have
been reported had the provisions of SFAS 142 been applied at the beginning of the periods ended March 29, 2002 is as follows (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|                                                      |  | Thirteen Week Periods Ended |        | Twenty-Six Week Periods Ended |  
|----------------------------------------------------- |  | --------------------------- | ------ | ----------------------------- | -
|                                                      |  |                             |        |                               |  
|                                                      |  | March 29, 2003              |        | March 30, 2002                |  
|                                                      |  |                             |        |                               |  
|Reported net income                                   |  | $                           | 13,668 |                               | $
|Add back goodwill amortization (net of  income taxes) |  |                             |       |                               |  
|                                                      |  |                             |        |                               |  
|Adjusted net income                                   |  | $                           | 13,668 |                               | $
|                                                      |  |                             |        |                               |  

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| | In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which changes the accounting for costs such as lease
termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity initiated after December 31, 2002. The statement requires companies to
recognize the fair value of costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. The adoption of this statement had no effect on the Companys consolidated
financial position or results of operations.                                                                                                                                       
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In December 2002, the FASB issued Interpretation (FIN) No. 45, Guarantors Accounting and Disclosure Requirements (FIN 45), which
requires the disclosure of any guarantees in place prior to December 31, 2002 and the recognition of a liability for the fair value of any guarantees entered into or modified after that date.  The Company is not a guarantor in arrangements that
require the recognition of a liability or disclosure under FIN No. 45.  The adoption of this statement had no effect on the Companys consolidated financial position or results of operations.                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation --Transition and Disclosure (SFAS 148),an amendment of SFAS
No. 123, Accounting for Stock-Based Compensation (SFAS 123). SFAS 148 amends SFAS 123, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee
compensation.  In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results.                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The Company applies Accounting Principles Board Opinion No. 25  (APB 25) and related interpretations in accounting for its stock option plans.  No
compensation cost has been recognized for the Companys stock option plans because the exercise price of the options issued equaled the fair value of the common stock on the grant dates.  Had compensation cost for the Companys stock
option plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method specified in SFAS 123, the Companys reported net income would have been reduced.  Information concerning
reported and pro forma stock-based employee compensation costs and net income is provided below (in thousands) to illustrate the difference between accounting for the stock option plans under APB 25 and SFAS 123.

|                                                                                                      |  | Thirteen Week Periods Ended |        | Twenty-Six Week Periods Ended |  
|----------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | ----------------------------- | -
|                                                                                                      |  |                             |        |                               |  
|                                                                                                      |  | March 29, 2003              |        | March 30, 2002                |  
|                                                                                                      |  |                             |        |                               |  
|Net income reported                                                                                   |  | $                           | 13,668 |                               | $
|Stock-based employee compensation cost (net of income taxes) if fair value based method had been used |  |                             | 146    |                               |  
|                                                                                                      |  |                             |        |                               |  
|Pro forma net income as if the fair value based method had been used                                  |  | $                           | 13,522 |                               | $
|                                                                                                      |  |                             |        |                               |  



| | During January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities (FIN 46),which requires existing,
unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among the parties involved.  Variable interest entities are defined as having one or both of the
following characteristics:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                           
| | The Company has determined that it is not reasonably possible that it will be required to consolidate or disclose information about a variable interest entity upon
implementation of FIN 46 in the fourth quarter of fiscal 2003.                                                                                                                                                                        

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|4. | ACQUISITION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On February 24, 2003, Marathon acquired certain assets and assumed certain liabilities of the Norco, Inc. business (the Acquisition) from TransTechnology Corporation
for $51.0 million in cash.  In addition, the Company was required to pay approximately $1.0 million of asset transfer tax payments in accordance with the agreement.  The purchase price is subject to adjustment based on a final
determination of working capital as of the closing of the Acquisition.  Norco, Inc. (Norco) is a leading aerospace component manufacturer of proprietary engine hold open mechanisms and specialty connecting devices. 
Norcos proprietary aerospace components, significant aftermarket content and strong niche market position fit well into the Companys overall business and strategic direction.  As a result of the Acquisition, Marathon expects to
reduce costs through the relocation of the Norco manufacturing process into its existing Waco, Texas facility.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The purchase price consideration of $51.0 million in cash, $1.0 million tax payment and $1.0 million of costs associated with the Acquisition were funded through the use of
$28.2 million of the Companys existing cash balances and $24.8 million (net of fees of $0.2 million) of new borrowings added to the Companys Tranche C Facility maturing in May 2007 under its existing Senior Credit Facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company accounted for the Acquisition as a purchase and included the results of operations of the acquired business in its consolidated financial statements from the
effective date of the Acquisition.  The Company is in the process of obtaining third-party valuations of certain tangible and intangible assets; thus, the allocation of the purchase price is subject to refinement.  The Company expects
substantially all of the goodwill will be deductible for income tax purposes.  The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of Acquisition (in thousands).                                                                                                                                                                                                                                                                                                                               

|                              |  | At February 24, 2003 |       
|----------------------------- |  | -------------------- | ------
|                              |  |                      |       
|Current assets                |  | $                    | 7,896 
|Property, plant and equipment |  |                      | 1,442 
|Goodwill                      |  |                      | 44,978
|Intangible assets             |  |                      | 51    
|                              |  |                      |       
|Total assets acquired         |  |                      | 54,367
|                              |  |                      |       
|Current liabilities           |  |                      | 1,413 
|                              |  |                      |       
|Total liabilities assumed     |  |                      | 1,413 
|                              |  |                      |       
|Net assets acquired           |  | $                    | 52,954
|                              |  |                      |       

| | 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 periods
ended (in thousands):
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                 |  | Thirteen Week Periods Ended |        | Twenty-Six Week Periods Ended |  
|---------------- |  | --------------------------- | ------ | ----------------------------- | -
|                 |  |                             |        |                               |  
|                 |  | March 29, 2003              |        | March 30, 2002                |  
|                 |  |                             |        |                               |  
|Net sales        |  | $                           | 81,923 |                               | $
|Operating income |  |                             | 31,456 |                               |  
|Net income       |  |                             | 14,054 |                               |  

| | 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
periods presented and is not intended to be a projection of future results.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|5. | INVENTORIES                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                
|   | Inventories are stated at the lower of cost or market.  Cost of inventories is determined by the average cost and the first-in, first-out (FIFO) methods.  Inventories
consist of the following (in thousands):

|                                            |  | March 29, 2003 |        | September 30, 2002 |  
|------------------------------------------- |  | -------------- | ------ | ------------------ | -
|                                            |  |                |        |                    |  
|Work-in-progress and finished goods         |  | $              | 33,884 |                    | $
|Raw materials and purchased component parts |  |                | 32,411 |                    |  
|                                            |  |                |        |                    |  
|Total                                       |  |                | 66,295 |                    |  
|Reserve for excess and obsolete inventory   |  |                | (7,533 | )                  |  
|                                            |  |                |        |                    |  
|Inventories - net                           |  | $              | 58,762 |                    | $
|                                            |  |                |        |                    |  

|6. | CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Environmental -The Company has been addressing contaminated soil and groundwater beneath its facility in Waco, Texas. Although there can be no assurance that
material expenditures will not be required in the future to address currently unidentified contamination or to satisfy further requirements of the Texas Natural Resources Conservation Commission (TNRCC), the Company believes, based upon
information currently available, that the current soil and groundwater remediation at the Waco facility will not require the incurrence of material expenditures in excess of the escrow fund created in August 1997.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In connection with the Companys acquisition of Marathon, a $2 million escrow was created to cover the cost of remediation that TNRCC might require at the facility. 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 cannot presently determine the ultimate outcome of this matter. Current estimates indicate the $2 million escrow is adequate to
cover any costs that may be required to meet TNRCC requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Put Options -During fiscal 2002, a put option (put) became exercisable enabling the holder to require the Company to purchase up to 80% of his
Common Stock (including shares acquired through the exercise of stock options and held at least six months) at fair value, subject to certain restrictions under the Companys long-term debt agreements and his continued service as Chairman of
the Board of Holdings and TransDigm. As of March 29, 2003, there were no outstanding shares of Common Stock subject to the put; however, 8,114 shares of Common Stock that can be acquired under exercisable stock options at March 29, 2003 are subject
to the put. The estimated fair value of the 6,491 shares that the Chairman of the Board could require Holdings to purchase, net of the exercise price of the related stock options, totaled approximately $15 million at March 29, 2003. An additional
2,475 shares of Common Stock that are issuable in the future if certain stock options become exercisable upon the occurrence of certain events (change in control, achievement of certain earnings targets, etc.) or certain specified dates in the
option agreements are also subject to the put. The estimated fair value of 80% of the additional 2,475 shares, net of the exercise price of the related stock options, totaled approximately $3 million at March 29, 2003. Also, the Chairman of the
Board and other members of management hold put rights that may become exercisable in the future with respect to other shares of common stock, including shares of common stock subject to options.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Other -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.  While the Company is currently involved in certain legal proceedings, it believes the results of these proceedings will not have a material adverse effect on its financial condition, results of operations or cash flows.  The
Company believes that its potential exposure to such legal actions is adequately covered by its aviation product and general liability insurance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|7. | SUPPLEMENTAL GUARANTOR INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | TransDigms 10 3/8% Senior Subordinated Notes due 2008 are unconditionally guaranteed by Holdings and all direct and indirect subsidiaries of TransDigm (other than one
wholly-owned, non-guarantor subsidiary that has inconsequential assets, liabilities and equity) on a senior subordinated basis. The Holdings guarantee of the Senior Subordinated Notes is subordinated to Holdings guarantee of TransDigms
borrowings under its Senior Credit Facility. The following supplemental consolidating condensed financial information presents the balance sheets of the Company as of March 29, 2003 and September 30, 2002 and its statements of income and cash flows
for the twenty-six week periods ended March 29, 2003 and March 30, 2002.

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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATING BALANCE SHEET AS OF MARCH
29, 2003 (In Thousands of Dollars)

|                                                        |  | Holdings |          | TransDigm |   | Subsidiary Guarantors |  | Eliminations |          | Total Consolidated |  
|------------------------------------------------------- |  | -------- | -------- | --------- | - | --------------------- |  | ------------ | -------- | ------------------ | -
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|ASSETS                                                  |  |          |          |           |   |                       |  |              |          |                    |  
|CURRENT ASSETS:                                         |  |          |          |           |   |                       |  |              |          |                    |  
|Cash and cash equivalents                               |  |          |          |           | $ | 12,230                |  | $            | (471     | )                  |  
|Accounts receivable, net                                |  |          |          |           |   | 15,161                |  |              | 31,464   |                    |  
|Inventories, net                                        |  |          |          |           |   | 20,217                |  |              | 38,545   |                    |  
|Deferred income taxes                                   |  |          |          |           |   | 9,959                 |  |              |          |                    |  
|Prepaid expenses and other                              |  |          |          |           |   | 284                   |  |              | 982      |                    |  
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|Total current assets                                    |  |          |          |           |   | 57,851                |  |              | 70,520   |                    |  
|INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES    |  | $        | (177,232 | )         |   | 476,036               |  |              | (135,604 | )                  | $
|PROPERTY, PLANT AND EQUIPMENT - Net                     |  |          |          |           |   | 9,544                 |  |              | 30,441   |                    |  
|GOODWILL - Net                                          |  |          |          |           |   | 11,072                |  |              | 192,349  |                    |  
|OTHER INTANGIBLE ASSETS - Net                           |  |          |          |           |   | 11,278                |  |              | 30,421   |                    |  
|DEBT ISSUE COSTS - Net                                  |  |          |          |           |   | 10,173                |  |              |          |                    |  
|DEFERRED INCOME TAXES AND OTHER                         |  |          |          |           |   | 489                   |  |              |          |                    |  
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|TOTAL ASSETS                                            |  | $        | (177,232 | )         | $ | 576,443               |  | $            | 188,127  |                    | $
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)       |  |          |          |           |   |                       |  |              |          |                    |  
|CURRENT LIABILITIES:                                    |  |          |          |           |   |                       |  |              |          |                    |  
|Current portion of long-term liabilities                |  |          |          |           | $ | 11,564                |  |              |          |                    |  
|Accounts payable                                        |  |          |          |           |   | 5,007                 |  | $            | 9,328    |                    |  
|Accrued  liabilities                                    |  |          |          |           |   | 22,568                |  |              | 9,347    |                    |  
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|Total current liabilities                               |  |          |          |           |   | 39,139                |  |              | 18,675   |                    |  
|LONG-TERM DEBT - Less current portion                   |  |          |          |           |   | 392,589               |  |              |          |                    |  
|DEFERRED INCOME TAXES                                   |  |          |          |           |   | 1,817                 |  |              |          |                    |  
|OTHER NON-CURRENT LIABILITIES                           |  |          |          |           |   | 2,983                 |  |              | 1,287    |                    |  
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|Total liabilities                                       |  |          |          |           |   | 436,528               |  |              | 19,962   |                    |  
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|CUMULATIVE REDEEMABLE PREFERRED STOCK                   |  | $        | 17,737   |           |   |                       |  |              |          |                    |  
|REDEEMABLE COMMON STOCK                                 |  |          | 2,907    |           |   |                       |  |              |          |                    |  
|STOCKHOLDERS EQUITY (DEFICIENCY)                       |  |          | (197,876 | )         |   | 139,915               |  |              | 168,165  |                    | $
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY) |  | $        | (177,232 | )         | $ | 576,443               |  | $            | 188,127  |                    | $
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  

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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATING BALANCE SHEET AS OF
SEPTEMBER 30, 2002 (In Thousands of Dollars)

|                                                        |  | Holdings |          | TransDigm |   | Subsidiary Guarantors |  | Eliminations |          | Total Consolidated |  
|------------------------------------------------------- |  | -------- | -------- | --------- | - | --------------------- |  | ------------ | -------- | ------------------ | -
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|ASSETS                                                  |  |          |          |           |   |                       |  |              |          |                    |  
|CURRENT ASSETS:                                         |  |          |          |           |   |                       |  |              |          |                    |  
|Cash and cash equivalents                               |  |          |          |           | $ | 50,866                |  | $            | (1,660   | )                  |  
|Accounts receivable, net                                |  |          |          |           |   | 13,636                |  |              | 23,705   |                    |  
|Inventories, net                                        |  |          |          |           |   | 20,131                |  |              | 31,298   |                    |  
|Deferred income taxes                                   |  |          |          |           |   | 9,959                 |  |              |          |                    |  
|Prepaid expenses and other                              |  |          |          |           |   | 299                   |  |              | 416      |                    |  
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|Total current assets                                    |  |          |          |           |   | 94,891                |  |              | 53,759   |                    |  
|INVESTMENTS IN SUBSIDIARIES AND INTERCOMPANY BALANCES   |  | $        | (144,430 | )         |   | 377,723               |  |              | (123,047 | )                  | $
|PROPERTY, PLANT AND EQUIPMENT - Net                     |  |          |          |           |   | 9,568                 |  |              | 29,624   |                    |  
|GOODWILL - Net                                          |  |          |          |           |   | 11,085                |  |              | 147,368  |                    |  
|OTHER INTANGIBLE ASSETS - Net                           |  |          |          |           |   | 11,580                |  |              | 29,990   |                    |  
|DEBT ISSUE COSTS - Net                                  |  |          | 209      |           |   | 11,413                |  |              |          |                    |  
|DEFERRED INCOME TAXES AND OTHER                         |  |          |          |           |   | 2,739                 |  |              |          |                    |  
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|TOTAL ASSETS                                            |  | $        | (144,221 | )         | $ | 518,999               |  | $            | 137,694  |                    | $
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)       |  |          |          |           |   |                       |  |              |          |                    |  
|CURRENT LIABILITIES:                                    |  |          |          |           |   |                       |  |              |          |                    |  
|Current portion of long-term liabilities                |  |          |          |           | $ | 7,084                 |  |              |          |                    |  
|Accounts payable                                        |  |          |          |           |   | 5,551                 |  | $            | 6,284    |                    |  
|Accrued liabilities                                     |  |          |          |           |   | 17,413                |  |              | 13,283   |                    |  
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|Total current liabilities                               |  |          |          |           |   | 30,048                |  |              | 19,567   |                    |  
|LONG-TERM DEBT - Less current portion                   |  | $        | 31,256   |           |   | 373,212               |  |              |          |                    |  
|OTHER NON-CURRENT LIABILITIES                           |  |          |          |           |   | 4,981                 |  |              | 1,287    |                    |  
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|Total liabilities                                       |  |          | 31,256   |           |   | 408,241               |  |              | 20,854   |                    |  
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|CUMULATIVE REDEEMABLE PREFERRED STOCK                   |  |          | 16,124   |           |   |                       |  |              |          |                    |  
|REDEEMABLE COMMON STOCK                                 |  |          | 2,907    |           |   |                       |  |              |          |                    |  
|TOTAL STOCKHOLDERS EQUITY (DEFICIENCY)                 |  |          | (194,508 | )         |   | 110,758               |  |              | 116,840  |                    | $
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY) |  | $        | (144,221 | )         | $ | 518,999               |  | $            | 137,694  |                    | $
|                                                        |  |          |          |           |   |                       |  |              |          |                    |  

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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE
TWENTY-SIX WEEK PERIOD ENDED MARCH 29, 2003 (In Thousands of Dollars)

|                                  |  | Holdings |        | TransDigm |   | Subsidiary Guarantors |  | Eliminations |        | Total Consolidated |  
|--------------------------------- |  | -------- | ------ | --------- | - | --------------------- |  | ------------ | ------ | ------------------ | -
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|NET SALES                         |  |          |        |           | $ | 59,624                |  | $            | 89,797 |                    |  
|COST OF SALES                     |  |          |        |           |   | 25,828                |  |              | 52,358 |                    |  
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|GROSS PROFIT                      |  |          |        |           |   | 33,796                |  |              | 37,439 |                    |  
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|OPERATING EXPENSES:               |  |          |        |           |   |                       |  |              |        |                    |  
|Selling and administrative        |  |          |        |           |   | 5,616                 |  |              | 4,649  |                    |  
|Amortization of intangibles       |  |          |        |           |   | 302                   |  |              | 269    |                    |  
|Research and development          |  |          |        |           |   | 774                   |  |              | 648    |                    |  
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|Total operating expenses          |  |          |        |           |   | 6,692                 |  |              | 5,566  |                    |  
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|INCOME FROM OPERATIONS            |  |          |        |           |   | 27,104                |  |              | 31,873 |                    |  
|INTEREST EXPENSE - Net            |  | $        | 1,755  |           |   | 12,045                |  |              | 4,182  |                    |  
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|INCOME (LOSS) BEFORE INCOME TAXES |  |          | (1,755 | )         |   | 15,059                |  |              | 27,691 |                    |  
|INCOME TAX PROVISION (BENEFIT)    |  |          | (651   | )         |   | 5,587                 |  |              | 10,273 |                    |  
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|NET INCOME (LOSS)                 |  | $        | (1,104 | )         | $ | 9,472                 |  | $            | 17,418 |                    | $
|                                  |  |          |        |           |   |                       |  |              |        |                    |  

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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE
TWENTY-SIX WEEK PERIOD ENDED MARCH 30, 2002 (In Thousands of Dollars)

|                                  |  | Holdings |        | TransDigm |   | Subsidiary Guarantors |  | Eliminations |        | Total Consolidated |  
|--------------------------------- |  | -------- | ------ | --------- | - | --------------------- |  | ------------ | ------ | ------------------ | -
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|NET SALES                         |  |          |        |           | $ | 56,422                |  | $            | 61,191 |                    |  
|COST OF SALES                     |  |          |        |           |   | 28,626                |  |              | 35,522 |                    |  
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|GROSS PROFIT                      |  |          |        |           |   | 27,796                |  |              | 25,669 |                    |  
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|OPERATING EXPENSES:               |  |          |        |           |   |                       |  |              |        |                    |  
|Selling and administrative        |  |          |        |           |   | 6,633                 |  |              | 3,842  |                    |  
|Amortization of intangibles       |  |          |        |           |   | 665                   |  |              | 2,502  |                    |  
|Research and development          |  |          |        |           |   | 826                   |  |              | 546    |                    |  
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|Total operating expenses          |  |          |        |           |   | 8,124                 |  |              | 6,890  |                    |  
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|INCOME FROM OPERATIONS            |  |          |        |           |   | 19,672                |  |              | 18,779 |                    |  
|INTEREST EXPENSE - Net            |  | $        | 1,641  |           |   | 10,188                |  |              | 5,056  |                    |  
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|INCOME (LOSS) BEFORE INCOME TAXES |  |          | (1,641 | )         |   | 9,484                 |  |              | 13,723 |                    |  
|INCOME TAX PROVISION (BENEFIT)    |  |          | (706   | )         |   | 4,081                 |  |              | 5,902  |                    |  
|                                  |  |          |        |           |   |                       |  |              |        |                    |  
|NET INCOME (LOSS)                 |  | $        | (935   | )         | $ | 5,403                 |  | $            | 7,821  |                    | $
|                                  |  |          |        |           |   |                       |  |              |        |                    |  

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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR
THE TWENTY-SIX WEEK PERIOD ENDED MARCH 29, 2003 (In Thousands of Dollars)

|                                                                                        |  | Holdings |         | TransDigm |   | Subsidiary Guarantors |   | Eliminations |         | Total Consolidated |  
|--------------------------------------------------------------------------------------- |  | -------- | ------- | --------- | - | --------------------- | - | ------------ | ------- | ------------------ | -
|                                                                                        |  |          |         |           |   |                       |   |              |         |                    |  
|OPERATING ACTIVITIES:                                                                   |  |          |         |           |   |                       |   |              |         |                    |  
|Net income (loss)                                                                       |  | $        | (1,104  | )         | $ | 9,472                 |   | $            | 17,418  |                    |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities |  |          | 1,755   |           |   | 10,227                |   |              | (8,367  | )                  |  
|                                                                                        |  |          |         |           |   |                       |   |              |         |                    |  
|Net cash provided by operating activities                                               |  |          | 651     |           |   | 19,699                |   |              | 9,051   |                    |  
|                                                                                        |  |          |         |           |   |                       |   |              |         |                    |  
|INVESTING ACTIVITIES:                                                                   |  |          |         |           |   |                       |   |              |         |                    |  
|Acquisition of Norco, Inc. net assets                                                   |  |          |         |           |   |                       |   |              | (52,954 | )                  |  
|Capital expenditures                                                                    |  |          |         |           |   | (1,318                | ) |              | (1,385  | )                  |  
|                                                                                        |  |          |         |           |   |                       |   |              |         |                    |  
|Net cash used by investing activities                                                   |  |          |         |           |   | (1,318                | ) |              | (54,339 | )                  |  
|                                                                                        |  |          |         |           |   |                       |   |              |         |                    |  
|FINANCING ACTIVITIES:                                                                   |  |          |         |           |   |                       |   |              |         |                    |  
|Changes in intercompany activities                                                      |  |          | 32,151  |           |   | (78,628               | ) |              | 46,477  |                    |  
|Borrowings under credit facility, net of fees of $200                                   |  |          |         |           |   | 24,800                |   |              |         |                    |  
|Repayment of Holdings PIK Notes                                                         |  |          | (32,802 | )         |   |                       |   |              |         |                    |  
|Payment of Honeywell license obligation                                                 |  |          |         |           |   | (1,200                | ) |              |         |                    |  
|Repayment of amounts borrowed under credit facility                                     |  |          |         |           |   | (1,989                | ) |              |         |                    |  
|                                                                                        |  |          |         |           |   |                       |   |              |         |                    |  
|Net cash (used in) provided by financing activities                                     |  |          | (651    | )         |   | (57,017               | ) |              | 46,477  |                    |  
|                                                                                        |  |          |         |           |   |                       |   |              |         |                    |  
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        |  |          |         |           |   | (38,636               | ) |              | 1,189   |                    |  
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                          |  |          |         |           |   | 50,866                |   |              | (1,660  | )                  |  
|                                                                                        |  |          |         |           |   |                       |   |              |         |                    |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                |  | $        |        |           | $ | 12,230                |   | $            | (471    | )                  | $
|                                                                                        |  |          |         |           |   |                       |   |              |         |                    |  

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TRANSDIGM HOLDING COMPANY

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR
THE TWENTY-SIX WEEK PERIOD ENDED MARCH 30, 2002 (In Thousands of Dollars)

|                                                                                        |  | Holdings |       | TransDigm |   | Subsidiary Guarantors |   | Eliminations |        | Total Consolidated |  
|--------------------------------------------------------------------------------------- |  | -------- | ----- | --------- | - | --------------------- | - | ------------ | ------ | ------------------ | -
|                                                                                        |  |          |       |           |   |                       |   |              |        |                    |  
|OPERATING ACTIVITIES:                                                                   |  |          |       |           |   |                       |   |              |        |                    |  
|Net income (loss)                                                                       |  | $        | (935  | )         | $ | 5,403                 |   | $            | 7,821  |                    |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities |  |          | 1,641 |           |   | 13,146                |   |              | 180    |                    |  
|                                                                                        |  |          |       |           |   |                       |   |              |        |                    |  
|Net cash provided by operating activities                                               |  |          | 706   |           |   | 18,549                |   |              | 8,001  |                    |  
|                                                                                        |  |          |       |           |   |                       |   |              |        |                    |  
|INVESTING ACTIVITIES - Capital expenditures                                             |  |          |       |           |   | (579                  | ) |              | (477   | )                  |  
|                                                                                        |  |          |       |           |   |                       |   |              |        |                    |  
|FINANCING ACTIVITIES:                                                                   |  |          |       |           |   |                       |   |              |        |                    |  
|Changes in intercompany activities                                                      |  |          | (706  | )         |   | 8,598                 |   |              | (7,892 | )                  |  
|Repayment of amounts borrowed under credit facility                                     |  |          |       |           |   | (6,631                | ) |              |        |                    |  
|Payment of Honeywell license obligation                                                 |  |          |       |           |   | (1,800                | ) |              |        |                    |  
|Purchase of redeemable common stock                                                     |  |          |       |           |   | (15                   | ) |              |        |                    |  
|                                                                                        |  |          |       |           |   |                       |   |              |        |                    |  
|Net cash provided by (used in) financing activities                                     |  |          | (706  | )         |   | 152                   |   |              | (7,892 | )                  |  
|                                                                                        |  |          |       |           |   |                       |   |              |        |                    |  
|INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS                                       |  |          |       |           |   | 18,122                |   |              | (368   | )                  |  
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                          |  |          |       |           |   | 12,294                |   |              | (1,073 | )                  |  
|                                                                                        |  |          |       |           |   |                       |   |              |        |                    |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                |  | $        |      |           | $ | 30,416                |   | $            | (1,441 | )                  | $
|                                                                                        |  |          |       |           |   |                       |   |              |        |                    |  

*  *  *  *  *

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##### Table of Contents

|PART I: | FINANCIAL INFORMATION
|------- | ---------------------
|ITEM 2  |                      

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

References in this section to TransDigm are to TransDigm Inc. and its subsidiaries.  References to Holdings are to TransDigm Holding Company, which holds all of
the outstanding capital stock of TransDigm.  References to the Company are to Holdings, together with TransDigm.

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 the Companys 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 under the caption Risk Factors and elsewhere in this Quarterly Statement. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by
those cautionary statements.

Many such factors are outside the control of the Company. Consequently, such forward-looking statements should be regarded solely as its current plans, estimates and
beliefs. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated events, other than may be required under the securities law.

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 operating income 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 (versus OEM sales) 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, which allows it to benefit from a large and growing installed base of aircraft.

Recent Developments

On February 24, 2003, a wholly-owned subsidiary of the Company acquired certain assets and assumed certain liabilities of the Norco, Inc. business (the Acquisition) from TransTechnology Corporation,
for $51.0 million in cash.  In addition, the Company was required to pay approximately $1.0 million of asset transfer tax payments in accordance with the agreement.  The purchase price is subject to adjustment based on a final
determination in working capital as of the closing of the Acquisition.  Norco, Inc. designs, manufactures and supplies engine hold open mechanisms and specialty connecting devices.

The
purchase price consideration of $51.0 million in cash, $1.0 million tax payment and $1.0 million of costs associated with the Acquisition were funded through the use of $28.2 million of the Companys existing cash balances and $24.8 million
(net of fees of $0.2 million) of new borrowings added to the Companys Tranche C Facility maturing in May 2007 under its existing Senior Credit Facility.

On February 28, 2003, the Company
repaid all of the outstanding Holdings PIK Notes in the amount of $32.8 million using existing cash balances.

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##### Table of Contents

Significant Accounting Policies

The Companys condensed consolidated financial statements reflect the
selection and application of accounting policies that require management to make significant estimates and assumptions. The Companys significant accounting policies are described in Note 3 to the Companys consolidated financial
statements included with the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2002.

Effective October 1, 2002, the Company implemented the provisions of SFAS No.
142, Goodwill and Other Intangible Assets (SFAS 142), and ceased the amortization of its goodwill. The adoption of this statement will result in the elimination of approximately $5 million of annual goodwill amortization expense
during fiscal 2003. Goodwill amortization was replaced with the requirement to test goodwill for impairment upon adoption of SFAS 142 and at least annually thereafter. The Companys initial impairment test as of October 1, 2002 had no effect on
its consolidated financial position or results of operations.

Accounting estimates are an integral part of the Companys consolidated financial statements and are based on
knowledge and experience about past and current events and on assumptions about future events. Significant accounting estimates reflected in the Companys consolidated financial statements for the 2002 fiscal year and the thirteen and
twenty-six week periods ended March 29, 2003 and March 30, 2002 include the valuation allowances for inventory obsolescence and uncollectible accounts receivable, accrued liabilities recognized for losses on uncompleted contracts, environmental
costs, sales returns and repairs, and allocations of purchase prices for business combinations, along with pending purchase price adjustment amounts.

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 Week Periods Ended |     | Twenty-Six Week Periods Ended | 
|----------------------------------- |  | --------------------------- | --- | ----------------------------- | 
|                                    |  |                             |     |                               | 
|                                    |  | March 29, 2003              |     | March 30, 2002                | 
|                                    |  |                             |     |                               | 
|Net sales                           |  |                             | 100 | %                             | 
|                                    |  |                             |     |                               | 
|Gross profit                        |  |                             | 46  |                               | 
|Selling and administrative expenses |  |                             | 7   |                               | 
|Amortization of intangibles         |  |                             |    |                               | 
|Research and development            |  |                             | 1   |                               | 
|                                    |  |                             |     |                               | 
|Income from operations              |  |                             | 38  |                               | 
|Interest expense - net              |  |                             | 11  |                               | 
|Income tax provision                |  |                             | 10  |                               | 
|                                    |  |                             |     |                               | 
|Net income                          |  |                             | 17  | %                             | 
|                                    |  |                             |     |                               | 

Changes in Results of Operations

Thirteen week period ended March 29, 2003 compared with the thirteen week period ended March 30, 2002.

| | Net Sales. Net sales increased by $19.7 million, or 32.9%, to $79.6 million for the quarter ended March 29, 2003, from $59.9 million for the comparable quarter
last year.  The increase is primarily due to new business with Airbus in the quarter ended March 29, 2003 relating to the sale of certain cockpit door security mechanisms and lower sales in the quarter ended March 30, 2002 resulting from the
industry events triggered in part by the September 11, 2001 terrorist attacks.  The increase in net sales was partially offset by a modest decline in OEM sales.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Gross Profit. Gross profit (net sales less cost of sales) increased by $9.5 million, or 34.6%, to $36.9 million for the quarter ended March 29, 2003 from $27.4
million from the comparable quarter last year.  This increase is attributable to the higher sales discussed above.  Gross profit as a percentage of sales was 46% for the thirteen week periods ended March 29, 2003 and March 30,
2002.                                                                                                                                                                          

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##### Table of Contents

|                                                                                                           | Selling and Administrative Expenses. Selling and administrative expenses increased slightly by $0.2 million, or 3.0%, to $5.3 million for the quarter ended March
29, 2003 from $5.1 million for the comparable quarter last year.  Selling and administrative expenses decreased as a percentage of net sales to 6.6% for the current quarter from 8.6% for the comparable quarter last year due to the increase in
net sales discussed above and continuing cost control measures implemented after the terrorist attacks described above.                                                                                                                                                                                                                                                                              
|----------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                           | Amortization of Intangibles. Amortization of intangibles decreased by $1.5 million, or 83.8%, to $0.3 million for the quarter ended March 29, 2003 from $1.8
million for the comparable quarter last year due to the implementation of SFAS 142 which became effective October 1, 2002.  Under SFAS 142, the Company ceased the amortization of its goodwill effective October 1, 2002.  Goodwill
amortization was replaced with the requirement to test goodwill for impairment upon adoption of SFAS 142 and at least annually thereafter.                                                                                                                                                                                                                                                                              
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                           | Research and Development. Research and development expense was $0.7 million for each of the quarters ended March 29, 2003 and March 30, 2002.  Research and
development expense, as a percentage of net sales, was approximately 1% for both quarters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                           | Income from Operations.Operating income increased by $10.8 million, or 54.5%, to $30.6 million for the quarter ended March 29, 2003 from $19.8 million for the
comparable quarter last year, due to the factors discussed above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                           | Interest Expense.  Interest expense increased $0.7 million, or 9.2%, to $9.0 million for the quarter ended March 29, 2003 from $8.3 million for the comparable
quarter last year.  This was principally caused by an increase in the Companys weighted average interest rate on its long-term debt resulting from the issuance of an additional $75 million in aggregate principal amount of 10 3/8% Senior
Subordinated Notes due 2008 (the Senior Subordinated Notes) in June 2002.  The proceeds of the Senior Subordinated Notes, net of fees and expenses, were used to repay $74 million of the borrowings outstanding under the
Companys senior secured credit facility (the Senior Credit Facility) The interest rate on outstanding borrowings under the Senior Credit Facility at March 29, 2003 was 4.9%.
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                           | Income Taxes. Income tax expense as a percentage of income before income taxes was 37% for the quarter ended March 29, 2003 compared to the 43% effective tax rate
for the comparable quarter last year.  This lower estimated annual effective tax rate was due to increased tax benefits expected to result from higher foreign sales, research and development tax credits, and less non-deductible expenses as a
percentage of income before taxes.                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                           | Net Income. The Company earned $13.7 million for the second quarter of fiscal 2003 compared to $6.6 million for the second quarter of fiscal 2002, primarily as a result
of the factors referred to above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Twenty-six week period ended March 29, 2003 compared with the twenty-six week period  ended March 30, 2002.
|                                                                                                           
|                                                                                                           | Net Sales.Net sales increased by $31.8 million, or 27.0%, to $149.4 million for the twenty-six week period ended March 29, 2003, from $117.6 million for the
comparable period last year.  The increase is primarily due to new business with Airbus relating to the sale of certain cockpit door security mechanisms, lower sales in the twenty-six week period ended March 30, 2002 resulting from the industry
events triggered in part by the September 11, 2001 terrorist attacks and an increase in military spending partially offset by a modest decrease in OEM sales.                                                                                                                                                                                                                                           
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                           | Gross Profit. Gross profit (net sales less cost of sales) increased by $17.7 million, or 33.2%, to $71.2 million for the twenty-six week period ended March 29,
2003 from $53.5 million from the comparable period last year.  This increase is attributable to the higher sales discussed above.  Gross profit as a percentage of sales increased to 47.7% for the twenty-six week period ended March 29, 2003
from 45.5% for the comparable period last year principally as a result of the following factors: (1) higher volume on a reduced cost structure implemented subsequent to the 2001 terrorist attacks, (2) favorable product mix and (3) the strength of
the Companys proprietary products and market positions.                                                                                           
|                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                           | Selling and Administrative Expenses. Selling and administrative expenses decreased slightly by $0.2 million, or 2.0%, to $10.3 million for the twenty-six week
period ended March 29, 2003 from $10.5 million for the comparable period last year.  Selling and administrative expenses decreased as a percentage of net sales to 6.9% for the twenty-six week period ended March 29, 2003 from 8.9% for the
comparable period last year due to the increase in net sales discussed above and continuing cost control measures implemented after the September 2001 terrorist attacks.                                                                                                                                                                                                                                    

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| | Amortization of Intangibles. Amortization of intangibles decreased by $2.6 million, or 82.0%, to $0.6 million for the twenty-six week period ended March 29, 2003
from $3.2 million for the comparable period last year due to the implementation of SFAS 142 which became effective October 1, 2002.  Under SFAS 142, the Company ceased the amortization of its goodwill effective October 1, 2002.  Goodwill
amortization was replaced with the requirement to test goodwill for impairment upon adoption of SFAS 142 and at least annually thereafter.                                                                                                                                                                                               
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Research and Development. Research and development expense was $1.4 million for each of the periods ended March 29, 2003 and March 30, 2002.  Research and
development expense, as a percentage of net sales, was approximately 1% for both periods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Income from Operations. Operating income increased by $20.5 million, or 53.4%, to $59.0 million for the twenty-six week period ended March 29, 2003 from $38.5
million for the comparable period last year, due to the factors discussed above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Interest Expense. Interest expense increased $1.1 million, or 6.5%, to $18.0 million for the twenty-six week period ended March 29, 2003 from $16.9 million for the
comparable period last year.  This was principally caused by an increase in the Companys weighted average interest rate on its long-term debt resulting from the issuance of an additional $75 million in aggregate principal amount of 10
3/8% Senior Subordinated Notes in June 2002.  The proceeds of the Senior Subordinated Notes, net of fees and expenses, were used to repay $74 million of the borrowings outstanding under the Companys Senior Credit Facility.  The
interest rate on outstanding borrowings under the Senior Credit Facility at March 29, 2003 was 4.9%.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Income Taxes.Income tax expense as a percentage of income before income taxes was 37% for the twenty-six week period ended March 29, 2003 compared to the 43%
effective tax rate for the comparable period last year. The lower estimated annual effective tax rate was due to increased tax benefits generated by higher foreign sales, research and development tax credits and a decline in non-deductible goodwill
amortization and interest expense as a percentage of income before income taxes.                                                                                                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Net Income. The Company earned $25.8 million for the twenty-six week period ended March 29, 2003 compared to $12.3 million for the same period last year, 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 March 29, 2003, the Company estimated its sales order backlog at $125.7 million compared to an estimated $117.0 million as of March 30, 2002. The increase in
backlog is due to the acquisition of the Norco, Inc. net assets and an increase in orders for the Companys lube pump product line partially offset by a decline in orders for the Airbus cockpit door security mechanisms.   The majority
of the purchase orders outstanding as of March 29, 2003 are scheduled for delivery within the next twelve months.  Purchase orders may be 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 March 29, 2003 may not
necessarily represent the actual amount of shipments or sales for any future period.

Foreign Operations

Although the Company manufactures
all of its products in the United States, some components are purchased from foreign suppliers and a portion of the Companys products are resold to foreign end-users.  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.

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 and twenty-six week periods ended March 29, 2003 and
March 30, 2002 were not significant.

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Liquidity and Capital Resources

The Company generated $29.4 million of cash from operating activities during the
twenty-six weeks ended March 29, 2003 compared to $27.3 million generated during the twenty-six weeks ended March 30, 2002.  The increase is primarily due to increased sales, the strength of the Companys proprietary products and market
positions and cost saving actions the Company undertook as a result of the September 11, 2001 terrorist attacks.

Cash used in investing activities increased to $55.7 million during the twenty-six
weeks ended March 29, 2003 compared to $1.1 million used during the twenty-six weeks ended March 30, 2002.  The increase is primarily a result of the acquisition of the net assets of Norco, Inc. discussed previously and an increase in capital
expenditures.  Capital expenditures during the twenty-six weeks ended March 30, 2002 were reduced due to the uncertainties caused by the September 11, 2001 terrorist attacks.

Cash used in
financing activities during the twenty-six weeks ended March 29, 2003 increased to $11.2 million compared to $8.4 million during the twenty-six weeks ended March 30, 2002.  The increase is due to the repayment of the Holdings PIK Notes of $32.8
million and repayment of amounts borrowed under Senior Credit Facility offset by the proceeds of new borrowings under the Senior Credit Facility relating to the acquisition of the net assets of Norco, Inc.

The Companys Senior Credit Facility consists of (1) a $30.0 million Revolving Credit Facility maturing in November 2004 and (2) a Term Loan Facility consisting of a $105.5 million Tranche B Facility maturing in May 2006
and a $140.0 million Tranche C Facility maturing in May 2007.  The Tranche A facility was repaid in fiscal 2002. As of March 29, 2003, the outstanding balances of the Revolving Credit Facility and the Tranche B and C facilities were $0, $82.1
million and $116.7 million, respectively.  No additional borrowings are currently available under the Tranche A, B and C facilities of the Term Loan Facility. In addition to amounts available under the Revolving Credit Facility, the Senior
Credit Facility allows TransDigm to incur up to $125.0 million of additional bank borrowings or subordinated debt (although there are currently no commitments to provide such funds), subject to certain restrictions, including a requirement that such
debt must be used to finance acquisitions permitted by the Senior Credit Facility.  The Senior Credit Facility also allows TransDigm to effect permitted acquisitions, with the aggregate amount paid for all such permitted acquisitions not to
exceed $225.0 million (of which $52.0 million was paid in connection with the acquisition of the net assets of Norco, Inc.), and requires that at least $10.0 million must remain unused and available under the $30.0 million Revolving Credit Facility
immediately following any acquisition.

The interest rate for the Senior Credit Facility is, at the Companys option, either (A) a floating rate equal to the base rate plus the applicable
margin, as defined in the Senior Credit Facility, or (B) the Eurodollar rate for fixed periods of one, two, three, or six months, plus the applicable margin.  The overall interest rate and applicable margin are determined based on (1) in the
case of the Tranche A Facility and the Revolving Credit Facility, (A) an interest rate determined by the base rate, plus 2.25%, 2.00%, 1.75% or 1.50% depending on Holdings ability to achieve the respective debt coverage ratio specified in the
Senior Credit Facility, as amended; or (B) an interest rate determined by the Eurodollar Rate, plus 3.25%, 3.00%, 2.75% or 2.50% depending on Holdings ability to achieve the respective debt coverage ratio specified in the Senior Credit
Facility, as amended; and (2) in the case of the Tranche B Facility and the Tranche C Facility, (A) an interest rate determined by the base rate, plus 2.50%; or (B) an interest rate determined by the Eurodollar rate, plus 3.50%.  The Senior
Credit Facility is subject to mandatory prepayment with a defined percentage of net proceeds from certain asset sales, insurance proceeds or other awards that are payable in connection with the loss, destruction or condemnation of any assets,
certain new debt and equity offerings and, during fiscal 2003 and thereafter, 50% of excess cash flow (as defined in the Senior Credit Facility) in excess of a predetermined amount under the Senior Credit Facility.

The Senior Credit Facility requires the Company to repay the outstanding indebtedness on a periodic basis through the various maturity dates.  The Senior Credit Facility and the indenture governing the Senior Subordinated
Notes also contain restrictive covenants that, among other things, limit the incurrence of additional indebtedness, the payment of dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and
encumbrances, and prepayments of other indebtedness. In addition, the Senior Credit Facility and Senior Subordinated Note indenture require the Company to meet certain financial ratios.  Any failure to comply with the restrictions of the Senior
Credit Facility, the Senior Subordinated Note indenture or any other subsequent financing agreements may result in an event of default. An event of default may allow the creditors, if the agreements so provide, to accelerate the related debt as well
as any other debt to which a cross-acceleration or cross-default provision applies.  In addition, the lenders may be able to terminate any commitments they had made to supply the Company with further funds. The Company is currently in
compliance with the covenants contained in the Senior Credit Facility and the Senior Subordinated Note indenture.

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The Chairman of the Board of Directors of TransDigm and Holdings, Mr. Peacock, holds a presently-exercisable put option enabling him to require Holdings to purchase up to 80%
of his common stock (including shares that may be acquired through the exercise of stock options and held at least six months) at fair value, subject to certain restrictions under the Companys long-term debt agreements and subject to his
continued service as Chairman of the Board of TransDigm and Holdings.  As of March 29, 2003, 8,114 shares of common stock that Mr. Peacock can acquire under presently-exercisable stock options are subject to the put.  The estimated fair
value of the 6,491 shares Mr. Peacock could require Holdings to purchase, net of the exercise price of the related stock options, totaled approximately $15. million at March 29, 2003.  An additional 2,475 shares of Common Stock that are
issuable in the future if certain stock options become exercisable upon the occurrence of certain events (change in control, achievement of certain earnings targets, etc.) or certain specified dates in the option agreements are also subject to the
put. The estimated fair value of 80% of the additional 2,475 shares, net of the exercise price of the related stock options, totaled approximately $3 million at March 29, 2003. Mr. Peacock and other members of management hold put rights that may
become exercisable in the future with respect to other shares of common stock, including shares of common stock subject to options.  See Note 6 of the Notes to the condensed consolidated financial statements included elsewhere in this
Report.

The following table sets forth the Companys contractual obligations and other commercial commitments for the next several fiscal years (in millions):

|                                                                      |  | 2003 (1) |     | 2004 |   | 2005 |  | 2006 |      | 2007 |   | 2008 and  Thereafter |  | Total |     
|--------------------------------------------------------------------- |  | -------- | --- | ---- | - | ---- |  | ---- | ---- | ---- | - | -------------------- |  | ----- | ----
|                                                                      |  |          |     |      |   |      |  |      |      |      |   |                      |  |       |     
|Contractual Obligations:                                              |  |          |     |      |   |      |  |      |      |      |   |                      |  |       |     
|Long-Term Debt (2)                                                    |  | $        | 2.6 |      | $ | 13.4 |  | $    | 37.0 |      | $ | 61.2                 |  | $     | 84.6
|Operating Leases                                                      |  |          | .7  |      |   | 1.4  |  |      | 1.2  |      |   | .8                   |  |       | .8  
|Redeemable Preferred Stock (3)                                        |  |          |    |      |   |     |  |      |     |      |   |                     |  |       |    
|Other Long-Term Liabilities Reflected on the Balance Sheet Under GAAP |  |          | 1.4 |      |   | 2.2  |  |      | 2.2  |      |   |                     |  |       |    
|                                                                      |  |          |     |      |   |      |  |      |      |      |   |                      |  |       |     
|Total Contractual Cash Obligations                                    |  | $        | 4.7 |      | $ | 17.0 |  | $    | 40.4 |      | $ | 62.0                 |  | $     | 85.4
|                                                                      |  |          |     |      |   |      |  |      |      |      |   |                      |  |       |     

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The
Companys primary future cash needs will consist of debt service and capital expenditures.  The Company incurs capital expenditures for the purpose of maintaining and replacing existing equipment and facilities and, from time to time, for
facility expansion.  Capital expenditures totaled approximately $2.7 million and $1.1 million during the twenty-six weeks ended March 29, 2003 and March 30, 2002, respectively.  The Company expects its capital expenditures will increase
moderately in the future.

The Company may from time to time seek to retire its outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately
negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, the Companys liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. In
addition, the Company may issue additional debt if prevailing market conditions are favorable to doing so.

The Company intends to pursue acquisitions that present opportunities consistent with the
Companys value generation strategy. The Company regularly engages in discussions with respect to potential acquisitions and investments. However, there are no binding agreements with respect to any acquisitions at this time, and there can be
no assurance that the Company will be able to reach an agreement with respect to any future acquisition.  The Companys acquisition strategy may require substantial capital, and no assurance can be given that the Company will be able to
raise any necessary funds on acceptable terms or at all. If the Company incurs additional debt to finance acquisitions, total interest expense will increase.

The Companys ability to make
scheduled payments of principal of, or to pay the interest on, or to refinance, the Companys indebtedness, or to fund planned capital expenditures and research and development efforts, will depend on its ability to generate cash in the future.
This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond its control. Based on its current level of operations and

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anticipated cost savings and operating improvements and absent any disruptive events, management believes that cash flow from operations, available cash and available
borrowings under the Senior Credit Facility, will be adequate to meet future liquidity needs for at least the next several years. There can be no assurance, however, that the Companys business will generate sufficient cash flow from
operations, that currently anticipated cost savings and operating improvements will be realized on schedule or at all or that future borrowings will be available to the Company under the Senior Credit Facility in an amount sufficient to enable it to
pay its indebtedness or to fund its other liquidity needs. The Company may need to refinance all or a portion of its indebtedness on or before maturity. There can be no assurance that the Company will be able to refinance any of its indebtedness on
commercially reasonable terms or at all. See Risk Factors.

New Accounting Standards

New accounting standards are discussed
in Note 3 of the notes to condensed consolidated financial statements included elsewhere in this Report.

Additional Disclosure Required by Indenture

Separate financial statements of TransDigm Inc. are not presented since Holdings has no operations or assets separate from its investment in TransDigm Inc. and since the Senior Subordinated Notes are guaranteed by Holdings and
all direct and indirect subsidiaries of TransDigm Inc. (other than one wholly-owned, non-guarantor subsidiary that has inconsequential assets, liabilities and equity). In addition, Holdings only obligations at March 29, 2003 other than its
guarantees of debt under the indenture that governs the Senior Subordinated Notes and the Senior Credit Facility consist of (1) the Holdings 16% Redeemable Preferred Stock with an aggregate liquidation preference of $19.9 million and (2)
put rights held by certain persons to require Holdings to repurchase, at fair market value, shares of Holdings common stock (including shares that may be acquired through the exercise of stock options) held by such persons. The
Holdings 16% Redeemable Preferred Stock accrues dividends in cash, or at Holdings option, in the form of additional shares of Holdings cumulative redeemable preferred stock, at 16% annually. Dividend accrual on the Holdings 16% Redeemable
Preferred Stock during the thirteen weeks ended March 29, 2003 was $1.5 million. As of March 29, 2003, up to 80% of the 8,114 shares of common stock that the Chairman of the Board of Directors of TransDigm and Holdings, Mr. Peacock, can acquire
under presently-exercisable stock options are subject to a put after such shares are held at least six months, subject to certain restrictions under the Companys long-term debt agreements and subject to his continued service as Chairman of the
Board of TransDigm and Holdings. The estimated fair value of the 6,491 shares that Mr. Peacock could require Holdings to purchase, net of the exercise price of the related stock options, totaled approximately $15 million at March 29, 2003. An
additional 2,475 shares of Common Stock that are issuable in the future if certain stock options become exercisable upon the occurrence of certain events (change in control, achievement of certain earnings targets, etc.) or certain specified dates
in the option agreements are also subject to the put. The estimated fair value of 80% of the additional 2,475 shares, net of the exercise price of the related stock options, totaled approximately $3 million at March 29, 2003. Mr. Peacock and other
members of management hold put rights that may become exercisable in the future with respect to other shares of common stock, including shares of common stock subject to options. Because the common stock subject to put rights is required to be
repurchased at fair market value, the value of Holdings repurchase obligation will increase to the extent the fair market value of Holdings common stock increases.

Risk Factors

Set forth below are important risks and uncertainties that could cause our actual results to differ materially from those expressed in forward-looking statements made by our management. In
this section only, the words TransDigm, we, us and our refer to TransDigm Inc. and our subsidiaries unless the context otherwise indicates. The term Holdings refers to TransDigm Holding
Company. References to the Company are to Holdings, together with TransDigm and its subsidiaries.

Substantial LeverageOur substantial indebtedness could adversely
affect our financial health.

The Company has a significant amount of indebtedness. TransDigms total indebtedness was $400.6 million at March 29, 2003.  In addition, at March
29, 2003, the Company had a consolidated stockholders deficiency of $53.0 million, which resulted from the merger consideration paid in fiscal 1999 in conjunction with the recapitalization being charged directly to Holdings equity.

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The Companys substantial indebtedness could have important consequences. For example, it could:

| | increase our vulnerability to general adverse economic and industry conditions;                                                                                                                                                                                                        
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                        
| | limit our ability to fund future working capital, capital expenditures, research and development costs and other general corporate requirements;                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                        
| | require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working
capital, capital expenditures, research and development efforts and other general corporate purposes;
|  |                                                                                                                                                                                                                                                                                        
| | limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                        
| | place us at a competitive disadvantage compared to our competitors that have less debt; and                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                        
| | limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds.                                                                                                                                       

In addition to the restrictive covenants contained in our Senior Credit Facility and the indenture governing the Senior Subordinated Notes, the Senior Credit Facility contains covenants that require us to
meet certain financial ratios. Any failure to comply with the restrictions of the Senior Credit Facility, the Senior Subordinated Note indenture or any other subsequent financing agreements may result in an event of default. An event of default may
allow the creditors, if the agreements so provide, to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. In addition, the lenders may be able to terminate any commitments they had
made to supply us with further funds.

Additional Borrowings AvailableDespite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt.
This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms
of the indenture governing the Senior Subordinated Notes do not fully prohibit us or our subsidiaries from doing so. Our Senior Credit Facility will permit additional borrowings of up to $155 million, including $30 million under our Revolving Credit
Facility and $125 million of uncommitted, additional bank borrowings. All of those borrowings would be senior to the Senior Subordinated Notes and the related guarantees. If new debt is added to our subsidiaries current debt levels, the
related risks that we and they now face could intensify.

Ability to Service DebtTo service our indebtedness, we will require a significant amount of cash. Our ability to generate cash
depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, or to fund planned capital expenditures and research and development, will
depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Based upon the current level of operations and anticipated cost savings and operating improvements and absent any disruptive events, we believe our cash flow from operations and available cash, together with available
borrowings under the Senior Credit Facility, will be adequate to meet our future liquidity needs for at least the next several years.

We cannot provide assurance, however, that our business will
generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or at all or that future borrowings will be available to us under the Senior Credit Facility in an amount
sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot provide assurance that we will be able to refinance any of our
indebtedness on commercially reasonable terms or at all.

Risks Related to TerrorismWe may not yet know the full impact of the September 11, 2001 terrorist attacks, and any future
terrorist attacks may have a material adverse impact on our business.

On September 11, 2001, the United States was subjected to multiple terrorist attacks, which involved the hijacking of
four U.S. commercial aircraft. In the aftermath of the terrorist attacks, passenger traffic on commercial flights was significantly lower than prior to the attacks and many commercial airlines reduced their operating schedules. The overall result of
the terrorist attacks was billions of dollars in losses to the airlines industry. The full impact of these events and

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any future terrorist attacks is not yet known and could result in further reductions in the use of commercial aircraft. Military action in Iraq or anywhere else could increase
this risk.  Such future reductions may cause airlines to delay purchases of spare parts and new aircraft or file for bankruptcy. If demand for new aircraft and spare parts decreases, there may be a decrease in demand for certain of our
products.

Dependence on Major CustomersWe rely heavily on certain customers for much of our sales.

Our three largest
customers for the year ended September 30, 2002, were Aviall (a distributor of aftermarket parts to airlines throughout the world), the United States Government and Honeywell International, Inc. These customers each accounted for approximately 11%
of our consolidated net sales in fiscal 2002. Our top ten customers for the year ended September 30, 2002 accounted for approximately 60% of our consolidated net sales. The loss of any one or more of these key customers could have a material adverse
effect on our business.

Customer ContractsWe generally do not have guaranteed future sales of our products. Further, we are obligated under fixed price contracts with some of our
customers, so we take the risk for cost overruns.

As is customary in our business, we do not have long-term contracts with most of our aftermarket customers and therefore do not have
guaranteed future sales. Although we do have long-term contracts with many of our OEM customers, some of those customers may terminate these contracts on short notice and, in many other cases, our customers have not committed to buy any minimum
quantity of our products. In addition, in certain cases, we must anticipate the future volume of orders based upon the historic purchasing patterns of customers and upon our discussions with customers as to their anticipated future requirements.
Cancellations, reductions or delays in orders by a customer or a group of customers could have a material adverse effect on our business, financial condition and results of operations.

We also
have entered into multi-year, fixed-price contracts with some of our customers, where we agree to perform the work for a fixed price and, accordingly, realize all the benefit or detriment resulting from any decreased or increased costs for making
these products. Sometimes we accept a fixed-price contract for a product which we have not yet produced, which increases the risks of delays or cost overruns.

Most of our contracts do not permit
us to recover for increases in input prices, taxes or labor costs, although some contracts provide for renegotiation to address certain material adverse changes. Any such increases are likely to have an adverse effect on our business.

Aircraft Components Segment RisksOur business is sensitive to the number of flight hours that our customers planes spend aloft and to our customers profitability. These items are, in
turn, affected by general economic conditions. In addition, our sales to manufacturers of new large aircraft are cyclical.

We compete in the aircraft component segment of the aerospace
industry. Our business is directly affected by economic factors and other trends that affect our customers, including projected market growth that may not materialize or be sustainable. Specifically, the aircraft component segment is sensitive to
changes in the number of miles flown by paying customers of commercial airlines, which we refer to as revenue passenger miles, and, to a lesser extent, to changes in the profitability of the commercial airline industry and the size and age of the
worldwide aircraft fleet.

Revenue passenger miles and airline profitability have historically been correlated with the general economic environment, although national and international events can
also play a key role. For example, revenue passenger miles declined primarily as a result of increased security concerns among airline customers following the events of September 11, 2001. See Risks Related to Terrorism. Any future
reduction would reduce the use of commercial aircraft and, consequently, the need for spare parts and new aircraft. During periods of reduced airline profitability, some airlines may elect to delay purchases of spare parts, preferring instead to
deplete existing inventories or file for bankruptcy. If demand for new aircraft and spare parts decreases, there may be a decrease in demand for certain of our products. Therefore, any future decline in revenue passenger miles, airline profitability
or the size of the worldwide aircraft fleet, for any reason, could have a material adverse effect on our business.

In addition, sales to manufacturers of large commercial aircraft, which
accounted for approximately 13% of our net sales in fiscal 2002, have historically experienced periodic downturns. In the past, these sales have been affected by airline profitability, which is impacted by fuel and labor costs and price competition,
and other things. Due in part to these factors, the number of large commercial aircraft delivered has dropped from a peak of approximately 914 aircraft in 1999. As a result of the events of September 11, 2001 and a weakened economy, many industry
analysts expect aircraft deliveries to trend significantly downward over the next few years. Prior downturns have adversely affected our net sales, gross margin and net income. These and certain other factors may cause a downturn in sales to
manufacturers of large commercial aircraft in the future which may have a material adverse effect on our business.

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Fluctuations in Defense SpendingA decline in the U.S. defense budget may adversely affect our sales of parts used in military aircraft.

Approximately 23% of our sales in fiscal 2002 were related to products used in military aircraft, most of which were spare parts provided to various governmental agencies.

The United States defense budget has fluctuated in recent years, at times resulting in reduced demand for new aircraft and spare parts. In addition, foreign military sales are affected by U.S. government regulations,
regulations by the purchasing foreign government and political uncertainties in the United States and abroad. The United States defense budget may continue to fluctuate, and may decline, and sales of defense related items to foreign
governments may decrease. If there is a decline, which reduces demand for our components, our business may be adversely affected.

In addition, the terms of defense contracts with the U.S.
government generally permit the government to terminate contracts partially or completely, with or without cause, at any time. Approximately 11% of our sales in fiscal 2002 were to the U.S. government. Any unexpected termination of a significant
government contract could have an adverse effect on our business.

Government Regulation and Industry OversightOur business would be adversely affected if we lost our government or
industry approvals or if more onerous government regulations were enacted or industry oversight increased.

The aircraft component industry is highly regulated in the United States and in
other countries. In order to sell our components, we and the components we manufacture must be certified by the Federal Aviation Administration, the United States Department of Defense and similar agencies in foreign countries and by individual
manufacturers.

If new and more stringent government regulations are adopted or if industry oversight increases we might incur significant expenses to comply with any new regulations or heightened
industry oversight. If material authorizations or approvals were revoked or suspended, our business would be adversely affected.

To the extent that we operate outside the United States, we are
subject to the Foreign Corrupt Practices Act, or FCPA, which generally prohibits United States companies and their intermediaries from bribing foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable
treatment. In particular, we may be held liable for actions taken by our strategic or local partners even though such partners are foreign companies that are not subject to the FCPA. Any determination that we have violated the FCPA could result in
sanctions that could have a material adverse effect on our business.

Risks Associated with Our WorkforceWe are dependent on our highly trained employees and any work stoppage or
difficulty hiring similar employees would adversely affect our business.

Because our products are complicated and very detailed, we are highly dependent on an educated and trained
workforce. There is substantial competition for skilled personnel in the aircraft component industry and we could be adversely affected by a shortage of skilled employees. We may not be able to fill new positions or vacancies created by expansion or
turnover or attract and retain qualified personnel.

At September 30, 2002, approximately 9% of our employees were represented by the United Steelworkers Union, and approximately 6% were
represented by the United Automobile, Aerospace and Agricultural Implement Workers of America. Our collective bargaining agreements with these labor unions expire in April 2005 and November 2004, respectively. Although we believe that our relations
with our employees are good, we cannot provide assurance that we will be able to negotiate a satisfactory renewal of these collective bargaining agreements or that our employee relations will remain stable. Because we maintain a relatively small
inventory of finished goods any work stoppage could have a material adverse effect on our business.

Dependence on Key PersonnelIf we lose our senior management or technical personnel,
our business may be adversely affected.

Our success is dependent upon our senior management, as well as on our ability to attract and retain qualified personnel, including engineers.
There is substantial competition for these kinds of personnel in the aircraft component industry. We may not be able to retain our existing senior management or engineering staff, fill new positions or vacancies created by expansion or turnover, or
attract additional qualified personnel. Although we have entered into employment agreements with certain executive officers, these agreements may not be renewed.

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Risks Associated with SuppliersOur business is dependent on the availability of certain components and raw materials that we buy from suppliers.

Our business is affected by the price and availability of the raw materials and component parts that we use to manufacture our components. Our business, therefore, could be adversely impacted by factors
affecting our suppliers, or by increased costs of such raw materials or components if we are unable to pass along such price increases to our customers. Because we maintain a relatively small inventory of raw materials and component parts, our
business could be adversely affected if we are unable to obtain these raw materials and components from our suppliers in the quantities we require or on favorable terms. Although we believe that we could identify alternative suppliers, or
alternative raw materials or component parts, the lengthy and expensive FAA and OEM certification process associated with aerospace products could prevent efficient replacement of a material or supplier and could have a material adverse effect on
our business.

Potential Exposure to Environmental LiabilitiesWe may be liable for penalties under a variety of environmental laws, even if we did not cause any environmental problems.
Changes in environmental laws or unexpected investigations could adversely affect our business.

Our business and our facilities are subject to a number of federal, state and local laws
and regulations, which govern, among other things, the discharge of hazardous materials into the air and water as well as the handling, storage and disposal of such materials.

Pursuant to certain
environmental laws, a current or previous owner or operator of land may be liable for the costs of investigation, removal or remediation of hazardous materials at such property. These laws typically impose liability whether or not the owner or
operator knew of, or was responsible for, the presence of any hazardous materials. Persons who arrange (as defined under these statutes) for the disposal or treatment of hazardous materials also may be liable for the costs of investigation, removal
or remediation of such substances at the disposal or treatment site, regardless of whether the affected site is owned or operated by them.

Because we own and operate a number of facilities, and
because we arrange for the disposal of hazardous materials at many disposal sites, we may incur costs for investigation, removal and remediation, as well as capital costs associated with compliance with these laws. Although such environmental costs
have not been material in the past and are not expected to be material in the future, changes in environmental laws or unexpected investigations and clean-up costs could have a material adverse effect on our business.

Risks Associated with International OperationsOur international business exposes us to risks relating to increased regulation and political or economic instability, globally or within certain foreign countries.

Although we manufacture all of our products in the United States, some components are purchased from foreign suppliers. Our direct sales to foreign customers were approximately $59.4
million, $54.8 million and $36.2 million in fiscal 2002, fiscal 2001 and fiscal 2000, respectively. In addition, a portion of the products we sell to domestic distributors is resold to foreign end-users. All of these sales are subject to numerous
additional risks, including the impact of foreign government regulations, currency fluctuations, political uncertainties and differences in business practices.

Foreign governments could adopt
regulations or take other actions that would have a direct or indirect adverse impact on our business or market opportunities abroad. Furthermore, the political, cultural and economic climate outside the United States may not be favorable to our
business and growth strategy.

Risks Related to Potential Future AcquisitionsWe intend to pursue future acquisitions and our business may be adversely affected if we cannot consummate
acquisitions on satisfactory terms or effectively integrate new operations.

We intend to pursue acquisitions that we believe will present opportunities consistent with the Companys
value generation strategy. This acquisition strategy may require substantial capital, and we may not be able to raise the necessary funds on terms satisfactory to us or at all. Our acquisition strategy is also limited by the availability of suitable
acquisition candidates. We cannot provide assurance that we will be able to consummate any future acquisitions.

We regularly engage in discussions with respect to potential acquisition and
investment opportunities. If we consummate an acquisition, our capitalization and results of operations may change significantly. Future acquisitions would likely result in the incurrence of debt and contingent liabilities and an increase in
interest expense and amortization expenses or periodic impairment charges related to goodwill and other intangible assets, which could have a material adverse effect upon our business.

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Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, services and products of the acquired companies and the
diversion of managements attention from other business concerns. For all of these reasons, if any such acquisitions occur, our business could be adversely affected.

CompetitionWe face significant competition.

We operate in a highly competitive global industry and compete against a number of companies, including
divisions of larger companies, some of which have significantly greater financial, technological and marketing resources than us. Competitors in our product lines are both U.S. and foreign companies and range in size from divisions of large
corporations to small privately held entities. We believe that our ability to compete depends on high product performance, consistently high quality, short lead-time and timely delivery, competitive price, superior customer service and support and
continued certification under customer quality requirements and assurance programs. Our inability to compete successfully with respect to these or other factors may materially adversely affect our business and financial condition.

Control by OdysseyWe are controlled by Odyssey, whose interests may not be aligned with yours.

Odyssey Investment Partners
(Odyssey) and its co-investors indirectly own approximately 83% of the common equity interests in our parent company, Holdings, on a fully diluted basis (including shares issuable upon exercise of warrants but excluding shares issuable
upon exercise of stock options) and, therefore, have the power, subject to certain exceptions, to control Holdings. They also control the appointment of management and the entering into of mergers, sales of substantially all assets and other
extraordinary transactions. The interests of Odyssey may not in all cases be aligned with the Companys creditors and other shareholders.

Product Liability; Claims ExposureWe
could be adversely affected as a result of a lawsuit if one of our components causes an aircraft to crash and we are not covered by our insurance policies.

Our operations expose us to
potential liabilities for personal injury or death as a result of the failure of an aircraft component that has been designed, manufactured or serviced by us. While we believe that our liability insurance is adequate to protect us from future
products liability claims, if claims were to arise, such insurance coverage may not be adequate.

Additionally, we may not be able to maintain insurance coverage in the future at an acceptable
cost. Any such liability not covered by insurance or for which third party indemnification is not available could have a material adverse effect on our business.

Forward-Looking
StatementsOur Forward-Looking Statements May Prove To Be Inaccurate.

This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act, including statements about forecasts, our plans, strategies and prospects in this Report. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking
statements are reasonable, we can give no assurance that they will be achieved. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this Report are set forth above in this Risk
Factors section and elsewhere in this Report. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

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|PART I: | FINANCIAL INFORMATION
|------- | ---------------------
|ITEM 3  |                      

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

At March 29, 2003, the Company is subject to interest rate risk with respect to borrowings under its Senior 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 $198.8 million of borrowings outstanding under the Senior Credit Facility at March 29, 2003 was 4.9%. The effect of a hypothetical one
percentage point increase in interest rates would increase the Companys annual interest costs under the Senior Credit Facility by approximately $ 2.0 million based on the amount of borrowings outstanding at March 29, 2003.

Also outstanding at March 29, 2003 was $200.0 million of Company indebtedness in the form of the Senior Subordinated Notes and Holdings 16% Redeemable Preferred Stock with an aggregate liquidation preference of
$19.9 million. In addition, as of March 29, 2003, 8,114 shares of common stock that the Chairman of the Board of Directors of TransDigm and Holdings, Mr. Peacock, can acquire under presently-exercisable stock options are subject to a put that
enables Mr. Peacock to require Holdings to repurchase, at fair market value, up to 80% of such shares after such shares are held at least six months, subject to certain restrictions under the Companys long-term debt agreements and subject to
his continued service as Chairman of the Board of TransDigm and Holdings. The estimated fair value of the 6,491 shares that Mr. Peacock could require Holdings to purchase, net of the exercise price of the related stock options, totaled approximately
$15 million at March 29, 2003. An additional 2,475 shares of Common Stock that are issuable in the future if certain stock options become exercisable upon the occurrence of certain events (change in control, achievement of certain earnings targets,
etc.) or certain specified dates in the option agreements are also subject to the put. The estimated fair value of 80% of the additional 2,475 shares, net of the exercise price of the related stock options, totaled approximately $3 million at March
29, 2003. Mr. Peacock and other members of management hold put rights that may become exercisable in the future with respect to other shares of common stock, including shares of common stock subject to options. The interest rate on the Senior
Subordinated Notes is fixed at 10 3/8 % per year, and the dividends accrue on the Holdings 16% Redeemable Preferred Stock at 16% annually. The fair value of the Senior Subordinated Notes was approximately $211 million at March 29, 2003, based upon
quoted market prices. A determination of the fair value of the Holdings 16% Redeemable Preferred Stock is not considered practicable because it is not publicly traded. Because the common stock subject to put rights is required to be repurchased at
fair market value, the value of Holdings repurchase obligation will increase to the extent the fair market value of Holdings common stock increases.

ITEM 4.

CONTROLS AND PROCEDURES

Holdings and TransDigm maintain disclosure
controls and procedures that are designed to ensure that information required to be disclosed in Holdings and TransDigms Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the
SECs rules and forms, and that such information is accumulated and communicated to Holdings and TransDigms management, including their Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Holdings and TransDigms Chief Executive Office
and Holdings and TransDigms Chief Financial Officer have concluded that there are reasonable assurances that Holdings and TransDigms controls and procedures will achieve the desired control objectives.

Within 90 days prior to the date of this Report, Holdings and TransDigm carried out an evaluation, under the supervision and with the participation of Holdings and TransDigms management, including
Holdings and TransDigms Chief Executive Officer and Holdings and TransDigms Chief Financial Officer, of the effectiveness of the design and operation of Holdings and TransDigms disclosure controls and
procedures.  Based on the foregoing, Holdings and TransDigms Chief Executive Officer and Chief Financial Officer concluded that Holdings and TransDigms disclosure controls and procedures were effective.

There have been no significant changes in Holdings or TransDigms internal controls or in other factors that could significantly affect the internal controls subsequent to the date Holdings and
TransDigm completed their evaluations.

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|PART II: | OTHER INFORMATION               
|-------- | --------------------------------
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|ITEM 6   | Exhibits and Reports on Form 8-K
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SIGNATURES

TRANSDIGM HOLDINGCOMPANY

Pursuant to the requirements of the Securities Exchange Act of 1934, the co-registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly assigned.

|SIGNATURE              |  | TITLE                                        |  | DATE        
|---------------------- |  | -------------------------------------------- |  | ------------
|                       |  |                                              |  |             
|/s/ W. NICHOLAS HOWLEY |  | President and Chief Executive Officer        |  | May 12, 2003
|                       |  | (Principal Executive Officer) and Director   |  |             
|W. Nicholas Howley     |  |                                              |  |             
|                       |  |                                              |  |             
|/s/ GREGORYRUFUS       |  | Chief Financial Officer (Principal Financial |  | May 12, 2003
|                       |  | and Accounting Officer)                      |  |             
|Gregory Rufus          |  |                                              |  |             

TRANSDIGM INC.

Pursuant to the requirements of the Securities Exchange Act of 1934, the co-registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly assigned.

|SIGNATURE              |  | TITLE                                        |  | DATE        
|---------------------- |  | -------------------------------------------- |  | ------------
|                       |  |                                              |  |             
|/s/ W. NICHOLAS HOWLEY |  | President and Chief Executive Officer        |  | May 12, 2003
|                       |  | (Principal Executive Officer) and Director   |  |             
|W. Nicholas Howley     |  |                                              |  |             
|                       |  |                                              |  |             
|/s/ GREGORY RUFUS      |  | Chief Financial Officer (Principal Financial |  | May 12, 2003
|                       |  | and Accounting Officer)                      |  |             
|Gregory Rufus          |  |                                              |  |             

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CERTIFICATIONS

I, W. Nicholas Howley, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of TransDigm Holding Company;

2.     Based on my knowledge, this
quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules l3a-14 and 15d-14) for
the registrant and we have:

a)     Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)     Evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation
Date); and

c)     Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;

5.     The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors
and the audit committee of registrants boards of directors (or persons performing the equivalent function):

a)     All significant deficiencies in the design or
operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls;
and

b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.     The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: May 12, 2003 | /s/ W. NICHOLAS HOWLEY                                                                
|------------------ | --------------------------------------------------------------------------------------
|                   |                                                                                       
|                   | W. Nicholas Howley President and Chief Executive Officer (Principal Executive Officer)

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##### Table of Contents

I, Gregory Rufus, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of
TransDigm Holding Company;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I
are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules l3a-14 and 15d-14) for the registrant and we have:

a)     Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly report is being prepared;

b)     Evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

c)     Presented in this
quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The
registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants boards of directors (or persons performing the equivalent function):

a)     All significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

b)     Any fraud, whether or
not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.     The registrants other
certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: May 12, 2003 | /s/ GREGORY RUFUS                                                                                    
|------------------ | -----------------------------------------------------------------------------------------------------
|                   |                                                                                                      
|                   | Gregory Rufus Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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##### Table of Contents

I, W. Nicholas Howley, certify that:

1.     I have reviewed this quarterly report on Form 10-Q
of TransDigm Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I
are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules l3a-14 and 15d-14) for the registrant and we have:

a)     Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly report is being prepared;

b)     Evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

c)     Presented in this
quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The
registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants boards of directors (or persons performing the equivalent function):

a)     All significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

b)     Any fraud, whether or
not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.     The registrants other
certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: May 12, 2003 | /s/ W. NICHOLAS HOWLEY                                                                
|------------------ | --------------------------------------------------------------------------------------
|                   |                                                                                       
|                   | W. Nicholas Howley President and Chief Executive Officer (Principal Executive Officer)

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##### Table of Contents

I, Gregory Rufus, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of
TransDigm Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I
are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules l3a-14 and 15d-14) for the registrant and we have:

a)     Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly report is being prepared;

b)     Evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

c)     Presented in this
quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The
registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants boards of directors (or persons performing the equivalent function):

a)     All significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

b)     Any fraud, whether or
not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.     The registrants other
certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: May 12, 2003 | /s/ GREGORY RUFUS                                                                                    
|------------------ | -----------------------------------------------------------------------------------------------------
|                   |                                                                                                      
|                   | Gregory Rufus Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

34