<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                    FORM 10-Q


[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended December 31, 1999.

[_]      Transition Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the transition period from __________________ to _________________

Commission File Number                        333-71397
                      ----------------------------------------------------------

TransDigm Inc., TransDigm Holding Company, Marathon Power Technologies Company,
-------------------------------------------------------------------------------
ZMP, Inc. and Adams Rite Aerospace, Inc.
----------------------------------------

    (Exact name of co-registrants as specified in their respective charters)

<TABLE>
<S>                                                                        <C>
                Delaware                                                                 13-3733378
-------------------------------------------------------------------------------------------------------------------
(State or other Jurisdiction of incorporation or organization)             (I.R.S. Employer Identification No.)

26380 Curtiss Wright Parkway, Richmond Heights, Ohio                                         44143
-------------------------------------------------------------------------------------------------------------------
(Address of principal executive offices)                                                  (Zip Code)
</TABLE>

                                 (216) 289-4939
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)

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

                                                   YES X            No ___
                                                      ---

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

<TABLE>
<S>                                                                         <C>
Common Stock (Voting) of TransDigm Holding Company,
  $0.01 Par Value                                                                          121,195
----------------------------------------------------------------            ----------------------------------
                           (Class)                                          (Outstanding at December 31, 1999)

Class A Common Stock (Non-Voting) of
  TransDigm Holding Company,$0.01 Par Value                                                  -0-
----------------------------------------------------------------            ----------------------------------
                           (Class)                                          (Outstanding at December 31, 1999)
</TABLE>

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


<PAGE>   2


                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                Page
<S>                                                                                                           <C>
Part I            FINANCIAL INFORMATION

       Item 1     Financial Statements

                  Consolidated Balance Sheets - December 31, 1999 and
                  September 30, 1999                                                                              1

                  Consolidated Statements of Operations - Thirteen Weeks
                  Ended December 31, 1999 and January 1, 1999                                                     2

                  Consolidated Statement of Changes in Stockholders' Equity (Deficiency) -
                  Thirteen Weeks Ended December 31, 1999                                                          3

                  Consolidated Statements of Cash Flows - Thirteen Weeks
                  Ended December 31, 1999 and January 1, 1999                                                     4

                  Notes to Consolidated Financial Statements                                                      5

       Item 2     Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                                       8

       Item 3     Quantitative and Qualitative Disclosure About Market Risk                                      13

Part II:          OTHER INFORMATION

       Item 6     Exhibits and Reports on Form 8-K                                                               14

Signatures                                                                                                       15

Exhibit Index                                                                                                    21
</TABLE>



<PAGE>   3




PART I:  FINANCIAL INFORMATION
ITEM 1
TRANSDIGM HOLDING COMPANY

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
--------------------------------------------------------------------------------

                                                   DECEMBER 31,  SEPTEMBER 30,
ASSETS                                                 1999         1999

CURRENT ASSETS:
  Cash and cash equivalents                          $     208    $   2,729
  Accounts receivable, net                              21,307       22,399
  Inventories                                           31,327       29,217
  Income taxes refundable                                1,562        2,810
  Deferred income taxes and other                        6,990        7,012
                                                     ---------    ---------
           Total current assets                         61,394       64,167

PROPERTY, PLANT AND EQUIPMENT - Net                     25,070       25,422

INTANGIBLE ASSETS - Net                                 58,084       58,555

DEBT ISSUE COSTS - Net                                  10,660       10,951

DEFERRED INCOME TAXES AND OTHER                          5,427        5,322
                                                     ---------    ---------

TOTAL                                                $ 160,635    $ 164,417
                                                     =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
  Current portion of long-term debt                  $   8,818    $   7,595
  Accounts payable                                       5,011        5,322
  Accrued liabilities                                   11,076       15,719
                                                     ---------    ---------
           Total current liabilities                    24,905       28,636

LONG-TERM DEBT - Less current portion                  256,823      258,962

NON-CURRENT PORTION OF ACCRUED PENSION
  COSTS AND OTHER                                        3,106        3,118
                                                     ---------    ---------
           Total liabilities                           284,834      290,716
                                                     ---------    ---------

COMMITMENTS AND CONTINGENCIES                             --           --
                                                     ---------    ---------

REDEEMABLE COMMON STOCK                                  1,499        1,323
                                                     ---------    ---------

STOCKHOLDERS' EQUITY (DEFICIENCY):
  Common stock                                         102,097      102,097
  Retained earnings (deficit)                         (227,313)    (229,237)
  Accumulated other comprehensive income (loss)           (482)        (482)
                                                     ---------    ---------
           Total stockholders' equity (deficiency)    (125,698)    (127,622)
                                                     ---------    ---------

TOTAL                                                $ 160,635    $ 164,417
                                                     =========    =========

See notes to consolidated financial statements.

                                      -1-
<PAGE>   4

TRANSDIGM HOLDING COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)

--------------------------------------------------------------------------------

                                       THIRTEEN WEEKS ENDED
                                      ------------------------
                                      DECEMBER 31,  JANUARY 1,
                                         1999         1999

NET SALES                             $   33,734   $   28,194

COST OF SALES                             18,135       14,937
                                      ----------   ----------

GROSS PROFIT                              15,599       13,257
                                      ----------   ----------

OPERATING EXPENSES:
  Selling and administrative               4,132        2,685
  Amortization of intangibles                512          645
  Research and development                   385          448
  Merger expenses                                      39,593
                                      ----------   ----------

           Total operating expenses        5,029       43,371
                                      ----------   ----------

INCOME (LOSS) FROM OPERATIONS             10,570      (30,114)

INTEREST EXPENSE - Net                     7,095        2,276
                                      ----------   ----------

INCOME (LOSS) BEFORE INCOME TAXES          3,475      (32,390)

INCOME TAX PROVISON (BENEFIT)              1,375       (7,566)
                                      ----------   ----------

NET INCOME (LOSS)                     $    2,100   $  (24,824)
                                      ==========   ==========


See notes to consolidated financial statements.

                                      -2-
<PAGE>   5

TRANSDIGM HOLDING COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE THIRTEEN WEEKS ENDED DECEMBER 31, 1999
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     ACCUMULATED
                                                     RETAINED           OTHER
                                  COMMON             EARNINGS        COMPREHENSIVE
                                  STOCK             (DEFICIT)        INCOME (LOSS)         TOTAL

<S>                              <C>               <C>                   <C>               <C>
BALANCE, OCTOBER 1, 1999         $ 102,097         $(229,237)            $ (482)           $(127,622)

NET INCOME                                             2,100                                   2,100

ACCRETION OF REDEEMABLE
  COMMON STOCK                                          (176)                                   (176)
                                 ---------         ---------             -------           ---------

BALANCE, DECEMBER 31, 1999       $ 102,097         $(227,313)            $ (482)           $(125,698)
                                 =========         =========             ======            =========
</TABLE>


See notes to consolidated financial statements.

                                      -3-
<PAGE>   6


TRANSDIGM HOLDING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   THIRTEEN WEEKS ENDED
                                                                ---------------------------
                                                                DECEMBER 31,     JANUARY 1,
                                                                   1999            1999
<S>                                                             <C>             <C>
OPERATING ACTIVITIES:
  Net income (loss)                                             $   2,100       $ (24,824)
  Adjustments to reconcile net income (loss) to net cash
    used in operating activities:
    Depreciation                                                      954             954
    Amortization of intangibles                                       512             645
    Amortization of debt issue costs                                  384             766
    Interest deferral on Holdings PIK Notes                           600             200
    Changes in assets and liabilities:
      Accounts receivable                                           1,092          (1,873)
      Inventories                                                  (2,110)            100
      Refundable income taxes                                       1,248          (7,692)
      Other assets                                                    (83)            (28)
      Accounts payable                                               (311)           (113)
      Accrued liabilities and other                                (4,790)           (870)
                                                                ---------       ---------
     Net cash used in operating activities                           (404)        (32,735)
                                                                ---------       ---------

INVESTING ACTIVITIES - Capital expenditures                          (602)           (712)
                                                                ---------       ---------

FINANCING ACTIVITIES:
  Proceeds from subordinated notes, net of fees of $6,155                         118,845
  Proceeds from new credit facility, net of fees of $4,765                         87,832
  Proceeds from Holdings PIK Notes and common stock,
    net of fees of $341                                                            19,659
  Payment of consideration in recapitalization -
    common stock and warrants                                                    (263,875)
  Net borrowings (repayments) under revolving credit loans            500          (1,597)
  Repayment of term loans                                          (2,015)        (45,000)
  Proceeds from issuance of capital stock                                         100,200
                                                                ---------       ---------
     Net cash provided by (used in) financing activities           (1,515)         16,064
                                                                ---------       ---------

DECREASE IN CASH AND CASH EQUIVALENTS                              (2,521)        (17,383)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      2,729          19,486
                                                                ---------       ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                        $     208       $   2,103
                                                                =========       =========

SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION:
  Cash paid during the period for interest                      $   9,250       $   1,293
                                                                =========       =========

  Cash paid during the period for income taxes                  $     127       $     506
                                                                =========       =========
</TABLE>

See notes to consolidated financial statements.

                                      -4-
<PAGE>   7


TRANSDIGM HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN WEEKS ENDED DECEMBER 31, 1999 AND JANUARY 1, 1999 (UNAUDITED)
--------------------------------------------------------------------------------

1.    DESCRIPTION OF THE BUSINESS AND MERGER

      TransDigm Holding Company ("Holdings"), through its wholly-owned operating
      subsidiary, TransDigm Inc. ("TransDigm"), is a premier supplier of
      proprietary mechanical components servicing predominantly the aircraft
      industry. TransDigm, along with its wholly-owned subsidiaries, Marathon
      Power Technologies Company ("Marathon"), ZMP, Inc. ("ZMP") and Adams Rite
      Aerospace, Inc., ("Adams Rite") (collectively, the "Company") offers a
      broad line of component products including tube connectors, valves,
      batteries, static inverters, pumps, quick disconnects, clamps, ball
      bearing and sliding controls, mechanical hardware, fluid controls,
      lavatory hardware, electromechanical controls, and oxygen systems related
      products.

      On December 3, 1998, Phase II Acquisition Corp. ("Acquiror"), an entity
      formed by affiliates of Odyssey Investment Partners, LP ("Odyssey"), and
      Holdings consummated a definitive agreement and plan of merger (the
      "Merger Agreement" or the "Merger"). Pursuant to the terms of the Merger,
      Acquiror was merged with and into Holdings, with Holdings being the
      surviving corporation in the Merger (the "Surviving Corporation"). In the
      Merger, owners of Holdings' outstanding common stock received, in exchange
      for each outstanding share of common stock (except for shares held
      directly or indirectly by Holdings or the Rolled Shares, as defined
      below), the "Per Share Merger Consideration," as defined in the Merger
      Agreement. The aggregate consideration payable pursuant to the Merger,
      including amounts payable to holders of options and warrants, was
      approximately $299.7 million.

      In connection with the Merger, Kelso Investment Associates IV, LP and
      Kelso Equity Partners II, LP (collectively, "Kelso") retained
      approximately 15.4% of the Surviving Corporation's outstanding common
      stock (the "Rolled Shares"). In addition, certain members of management
      of Holdings agreed, in connection with and as a condition to entering
      into the Merger Agreement, to rollover stock options with an estimated
      gross and net value of approximately $17.2 million and $13.7 million,
      respectively. The Merger was treated as a Recapitalization (the
      "Recapitalization") for financial reporting purposes, which had no impact
      on the historical basis of Holdings' consolidated assets and liabilities.

      Simultaneously with the Merger, Holdings and TransDigm refinanced all of
      their existing debt. The Merger, the refinancing, and payment of fees and
      expenses were funded by (i) existing cash balances, (ii) investments by
      Odyssey of $100.2 million, (iii) funds from a new $120 million Senior
      Credit Facility, (iv) funds from $125 million Senior Subordinated Notes
      and (v) Holdings PIK Notes of $20 million issued to certain stockholders.
      The Senior Credit Facility was subsequently increased to $154 million in
      connection with the acquisition of ZMP and Adams Rite (see Note 3).

      In connection with the Merger, the Company incurred a one-time charge of
      approximately $40 million during the thirteen weeks ended January 1, 1999,
      consisting primarily of compensation costs recognized as a result of the
      cancellation of certain stock options, the costs of terminating a
      financial advisory services agreement, the write-off of deferred financing
      costs and professional advisory fees.

      Separate financial statements of TransDigm are not presented since the
      Senior Subordinated Notes are guaranteed by Holdings and all direct and
      indirect subsidiaries of TransDigm and since Holdings has no operations or
      assets separate from its investment in TransDigm.

2.    UNAUDITED FINANCIAL INFORMATION

      Except for the September 30, 1999 consolidated balance sheet, which was
      derived from the Company's audited financial statements, 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. The results of
      operations for the thirteen weeks ended December 31, 1999 are not
      necessarily indicative of the results to be expected for the full year.

                                      -5-
<PAGE>   8

3.    ACQUISITION

      On April 23, 1999, TransDigm acquired all of the outstanding common stock
      of ZMP, Inc., the corporate parent of Adams Rite, through a merger. Adams
      Rite manufactures mechanical hardware, fluid controls, lavatory hardware,
      electromechanical controls and oxygen systems related products. The
      purchase price for the acquisition was $41 million, subject to adjustment
      for changes in working capital and other matters as defined in the merger
      agreement. The acquisition was funded through $36 million of additional
      borrowings under the Company's credit facility and the use of
      approximately $5 million of the Company's cash balances. As a result of
      the acquisition, ZMP and Adams Rite became wholly-owned subsidiaries of
      TransDigm.

      The Company accounted for the acquisition as a purchase and included the
      results of operations of the acquired companies in the fiscal 1999
      consolidated financial statements from the effective date of the
      acquisition. The purchase price was allocated based on a preliminary
      determination of estimated fair values at the date of the acquisition.
      Goodwill representing the excess of the purchase price over assets
      acquired of $25.5 million is being amortized on a straight-line basis over
      forty years.

      The following table summarizes the unaudited, consolidated pro-forma
      results of operations, as if the acquisition had occurred at the beginning
      of the thirteen week period ended January 1, 1999 (in thousands):

          Net sales                     $ 37,855

          Operating loss                 (30,686)

          Net loss                       (25,017)


      The consolidated pro-forma operating loss for the thirteen week period
      ended January 1, 1999 includes approximately $.8 million ($.8 million
      after tax) of costs directly related to the acquisition.

      This pro-forma information is not necessarily indicative of the results
      that actually would have been obtained if the operations had been combined
      as of the beginning of the period presented and is not intended to be a
      projection of future results.

4.       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):

                                                DECEMBER 31,   SEPTEMBER 30,
                                                   1999            1999

Work-in-progress and finished goods              $ 30,551       $ 28,846
Raw materials and purchased component parts         7,757          7,481
                                                 --------       --------
           Total                                   38,308         36,327
Reserve for excess and obsolete inventory          (6,981)        (7,110)
                                                 --------       --------

Inventories - net                                $ 31,327       $ 29,217
                                                 ========       ========

5.       INCOME TAXES

      Income tax expense (benefit) as a percentage of income (loss) before
      income taxes was 39.6% for the thirteen weeks ended December 31, 1999
      compared to (23.3)% for the thirteen weeks ended January 1, 1999. The tax
      benefit recorded for the thirteen weeks ended January 1, 1999 was
      significantly impacted by the non-deductible expenses incurred in
      connection with the Recapitalization.

                                      -6-

<PAGE>   9


6.    REDEEMABLE COMMON STOCK

      The redeemable common stock represents the estimated value of common stock
      held by management shareholders that have certain put rights.

7.    CONTINGENCIES

      ENVIRONMENTAL - The soil and groundwater beneath the Company's facility in
      Waco, Texas have been impacted by releases of hazardous materials. The
      resulting contaminants of concern have been delineated and characterized.
      Because the majority of these contaminants are presently below action
      levels prescribed by the Texas Natural Resources Conservation Commission
      ("TNRCC"), and because an escrow was previously funded to cover the cost
      of remediation that TNRCC might require for those contaminants currently
      in excess of action limits, the Company does not believe the condition of
      the soil and groundwater at the Waco facility will require incurrence of
      material expenditures; however, there can be no assurance that additional
      contamination will not be discovered or that the remediation required by
      the TNRCC will not be material to the financial condition, results of
      operations, or cash flows of the Company.

      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. The Company believes that its potential exposure to such
      legal actions is adequately covered by its aviation product and general
      liability insurance.

8.    NEW ACCOUNTING STANDARD

      In June 1998, the Financial Accounting Standards Board issued Statement
      No. 133, Accounting for Derivative Instruments and Hedging Activities.
      This statement establishes accounting and reporting standards for
      derivative instruments, including certain derivative instruments embedded
      in other contracts (collectively referred to as derivatives), and for
      hedging activities. It requires that an entity recognize all derivatives
      as either assets or liabilities in the statement of financial position and
      measure those instruments at fair value. If certain conditions are met, a
      derivative may be specifically designated as (a) a hedge of the exposure
      to changes in the fair value of a recognized asset or liability or an
      unrecognized firm commitment; (b) a hedge of the exposure to variable cash
      flows of a forecasted transaction; or (c) a hedge of the foreign currency
      exposure of a net investment in a foreign operation, an unrecognized firm
      commitment, an available-for-sale security, or a
      foreign-currency-denominated forecasted transaction. The Company will
      adopt this standard during fiscal 2001.

      While management has not completed its analysis of this new accounting
      standard, its adoption is not expected to have a material effect on the
      Company's financial statements.



                                    * * * * *

                                      -7-

<PAGE>   10



PART I:      FINANCIAL INFORMATION
ITEM 2


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

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

OVERVIEW

The Company is a leading supplier of highly engineered aircraft components for
use on nearly all commercial and military aircraft. The Company sells its
products to commercial airlines and aircraft maintenance facilities in the
aftermarket, to most original equipment manufacturers ("OEMs") of aircraft and
to various agencies of the United States government. Sales of the Company's
products are made directly to these organizations as well as through U.S. and
international distributors who maintain inventories throughout the world of
products purchased from the Company and others.

In connection with the Recapitalization discussed in Note 1 to the consolidated
financial statements, including the financing and the application of the
proceeds thereof, the Company incurred certain nonrecurring costs and charges,
consisting primarily of compensation costs for management bonuses and stock
options that were canceled in conjunction with the Recapitalization, the cost of
terminating a financial advisory services agreement with an affiliate of one of
the Company's stockholders, the write-off of deferred financing costs, and
professional, advisory and financing fees. A one-time charge of approximately
$40 million ($29 million after tax) was recorded during the thirteen weeks ended
January 1, 1999. Because the cash costs included in this charge were funded
principally through the proceeds of the subordinated notes and borrowings under
the new Senior Credit Facility, this cost did not materially impact the
Company's liquidity, ongoing operations or market position. For a discussion of
the consequences of the incurrence of indebtedness in connection with the
Recapitalization, see the heading "Liquidity and Capital Resources" in this
section.

On April 23, 1999, the Company acquired ZMP, Inc. under the terms of an
agreement and plan of reorganization dated March 31, 1999. The purchase price
for the acquisition of ZMP was $41 million, subject to post-closing purchase
price adjustments. The acquisition of ZMP and the related expenses were funded
through $36 million of additional borrowings under the Company's Senior Credit
Facility and the use of $5 million of the Company's cash balances. Adams Rite is
a well established supplier of highly engineered aircraft components that
complements the businesses of AdelWiggins, AeroControlex and Marathon. Through
the acquisition of ZMP, the Company acquired four additional major product lines
of Adams Rite consisting of mechanical hardware, fluid control products,
electromechanical control products and oxygen system related products.

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

                                      -8-

<PAGE>   11



RESULTS OF OPERATIONS

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

                                                THIRTEEN WEEKS ENDED
                                          -------------------------------
                                            DECEMBER 31,     JANUARY 1,
                                               1999             1999

Net sales                                       100 %           100 %
                                                ----            ----

Gross profit                                      46              47
Selling and administrative                        12              10
Amortization of intangibles                        2               2
Research and development                           1               1
Merger expenses                                 --               141
                                                ----            ----

Operating income (loss)                           31            (107)
Interest expense- net                             21               8
Provision (benefit) for income taxes               4             (27)
                                                ----            ----

Net income (loss)                                6 %             (88)%
                                                ====            ====


CHANGES IN RESULTS OF OPERATIONS

THIRTEEN WEEKS ENDED DECEMBER 31, 1999 COMPARED WITH THIRTEEN WEEKS ENDED
JANUARY 1, 1999.

-    NET SALES. Net sales increased by $5.5 million, or 19.5%, to $33.7 million
     for the quarter ended December 31, 1999 from $28.2 million for the
     comparable quarter last year, principally due to the acquisition of ZMP,
     partially offset by a decline in net sales at other Company locations as a
     result of reduced production volumes in commercial jet transport products
     as well as inventory reductions at both the OEM's and in the aftermarket.
     Revenue passenger miles continue to grow; this leads us to believe the
     aftermarket softness is not a long-term phenomenon.

-    GROSS PROFIT. Gross profit (net sales less cost of sales) increased by $2.3
     million, or 17.3%, to $15.6 million for the quarter ended December 31, 1999
     from $13.3 million from the comparable quarter last year. Gross profit as a
     percentage of net sales was 46% during the first quarter of fiscal 2000 and
     47% during the first quarter of fiscal 1999.

-    SELLING AND ADMINISTRATIVE. Selling and administrative expenses increased
     by $1.4 million, or 51.9%, to $4.1 million for the quarter ended December
     31, 1999 from $2.7 million for the quarter ended January 1, 1999. This
     increase principally resulted from the acquisition of ZMP discussed
     previously as well as the Company's increased efforts to develop new
     business. Selling and administrative expenses as a percentage of net sales
     increased from 10% for the quarter ended January 1, 1999 to 12% for the
     quarter ended December 31, 1999.

-    AMORTIZATION OF INTANGIBLES. Amortization of intangibles decreased by $.1
     million, or 20.6%, to $.5 million for the quarter ended December 31, 1999
     from $.6 million for the quarter ended January 1, 1999 as a result of
     certain intangible assets becoming fully amortized.

-    RESEARCH AND DEVELOPMENT. Research and development expense approximated $.4
     million for the quarter ended December 31, 1999 and the comparable quarter
     last year. Research and development expense, as a percentage of net sales,
     was 1% for both quarters.

                                      -9-

<PAGE>   12


-    MERGER EXPENSES. Merger costs totaling $39.6 million were incurred during
     the thirteen weeks ended January 1, 1999 in connection with the Merger and
     Recapitalization. The nature of the merger-related charges is detailed
     below:

                                                       (IN THOUSANDS)

Compensation expense on stock options                    $19,437
Management bonuses                                         6,450
Termination of financial advisory service agreement        5,850
Professional fees and expenses                             6,673
Write-off of deferred financing costs                        552
Other                                                        631
                                                         -------

Total                                                    $39,593
                                                         =======

-    OPERATING INCOME (LOSS). Operating income increased from a $30.1 million
     loss in the first quarter of fiscal 1999 to income of $10.6 million in the
     first quarter of fiscal 2000. Operating income, excluding merger expenses,
     increased by $1.1 million, or 11.5%. This increase was primarily
     attributable to the acquisition of ZMP partially offset by the decline in
     sales volume at other Company locations.

-    INTEREST EXPENSE. Interest expense increased by $4.8 million to $7.1
     million for the first quarter of fiscal 2000 from $2.3 million for the
     first quarter of fiscal 1999 as a result of the increase in the average
     level of outstanding borrowings in connection with the Recapitalization and
     acquisition of ZMP.

-    INCOME TAXES. Income tax expense (benefit) as a percentage of income (loss)
     before income taxes was 39.6% for the thirteen weeks ended December 31,
     1999 compared to (23.3)% for the thirteen weeks ended January 1, 1999. The
     tax benefit recorded for the thirteen weeks ended January 1, 1999 was
     significantly impacted by the non-deductible expenses incurred in
     connection with the Recapitalization.

-    NET INCOME (LOSS). The Company earned $2.1 million for the first quarter of
     fiscal 2000 compared to a net loss of $24.8 million for the first quarter
     of fiscal 1999 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 sales to OEMs. As of December 31,
1999, the Company estimated its sales order backlog at $64.3 million compared to
an estimated $62.8 million as of January 1, 1999 (including $19.4 million
relating to Adams Rite). The majority of the purchase orders outstanding as of
December 31, 1999 are scheduled for delivery within the next twelve months.
Purchase orders are generally subject to cancellation by the customer prior to
shipment. The level of unfilled purchase orders at any given date during the
year will be materially affected by the timing of the Company's receipt of
purchase orders and the speed with which those orders are filled. Accordingly,
the Company's backlog as of December 31, 1999 may not necessarily represent the
actual amount of shipments or sales for any future period.

FOREIGN OPERATIONS

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

                                      -10-

<PAGE>   13


INFLATION

Many of the Company's raw materials and operating expenses are sensitive to the
effects of inflation, which could result in higher operating costs. The effects
of inflation on the Company's businesses during the thirteen week periods ended
December 31, 1999 and January 1, 1999 were not significant.

LIQUIDITY AND CAPITAL RESOURCES

The Company used approximately $.4 million of cash in operating activities
during the thirteen weeks ended December 31, 1999 compared to approximately
$32.7 million used during the thirteen weeks ended January 1, 1999. Such
increase in operating cash flows is due to the one-time merger expenses incurred
during the first quarter of fiscal 1999, partially offset by an increase in
interest expense as a result of the increase in the average level of outstanding
borrowings in connection with the Recapitalization and acquisition of ZMP.

Cash used in investing activities was approximately $.6 million during the
thirteen weeks ended December 31, 1999 compared to approximately $.7 million
used during the thirteen weeks ended January 1, 1999.

Cash used in financing activities during the thirteen weeks ended December 31,
1999 was approximately $1.5 million compared to approximately $16.1 million
provided by financing activities during the thirteen weeks ended January 1,
1999. This change in financing cash flows was due to the incurrence and
refinancing of substantial indebtedness as a result of the Recapitalization and
the acquisition of ZMP.

The interest rate for the Company's existing credit facility is, at TransDigm's
option, either (A) a floating rate equal to the Base Rate plus the Applicable
Margin, as defined in the credit facility; or (B) the Eurodollar Rate for fixed
periods of one, two, three, or six months, plus the Applicable Margin. The
"Applicable Margin" means the percentage per year equal to (1) in the case of
Tranche A Facility and Revolving Credit Facility, (A) bearing 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
credit facility, as amended; and (B) bearing 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 credit
facility, as amended; and (2) in the case of Tranche B Facility, (A) bearing an
interest rate determined by the Base Rate, 2.50%; and (B) bearing an interest
rate determined by the Eurodollar Rate, 3.50%. The 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 50% of excess cash flow (as defined in the credit facility)
in excess of a predetermined amount under the credit facility.

The subordinated notes bear interest at 10 3/8% and do not require principal
payments prior to maturity. The Revolving Credit Facility and the Tranche A
Facility will each mature on the six year anniversary of the initial borrowing
date and the Tranche B Facility will mature on the seven and a half year
anniversary of the initial borrowing date. The credit facility requires
TransDigm to amortize the outstanding indebtedness under each of the Tranche A
and the Tranche B Facilities, commencing in 1999, and contains restrictive
covenants that will, 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.

The Company's primary cash needs will consist of capital expenditures and debt
service. The Company incurs capital expenditures for the purpose of maintaining
and replacing existing equipment and facilities and, from time to time, for
facility expansion. Capital expenditures totaled approximately $.6 million and
$.7 million during the thirteen weeks ended December 31, 1999 and January 1,
1999, respectively.

                                      -11-

<PAGE>   14


The Company intends to pursue additional acquisitions that present opportunities
to realize significant synergies, operating expense economies or overhead cost
savings or to increase the Company's market position. The Company regularly
engages in discussions with respect to potential acquisitions and investments.
However, there are no binding agreements with respect to any material
acquisitions at this time, and there can be no assurance that we 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 terms
acceptable to the Company or at all. If the Company incurs additional debt to
finance acquisitions, its 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, its indebtedness, including the subordinated
notes, or to fund planned capital expenditures and research and development,
will depend on its future performance, which, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory and other
factors that are beyond its control. Based upon the current level of operations
and anticipated cost savings and revenue growth, management believes that cash
flow from operations and available cash, together with available borrowings
under the credit facility, will be adequate to meet the Company's future
liquidity needs for at least the next few years. The Company may, however, need
to refinance all or a portion of the principal of the subordinated notes on or
prior to maturity. There can be no assurance that the Company's business will
generate sufficient cash flow from operations and that anticipated revenue
growth and operating improvements will be sufficient to enable the Company to
service its indebtedness, including the subordinated notes, or to fund its other
liquidity needs. In addition, there can be no assurance that the Company will be
able to effect any such refinancing on commercially reasonable terms or at all.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. If certain conditions are met, a derivative may
be specifically designated as (a) a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm commitment, (b)
a hedge of the exposure to variable cash flows of a forecasted transaction, or
(c) a hedge of the foreign currency exposure of a net investment in a foreign
operation, an unrecognized firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction. The Company will adopt this
standard during fiscal 2001.

While management has not completed its analysis of this new accounting standard,
its adoption is not expected to have a material effect on the Company's
financial statements.

IMPACT OF YEAR 2000 ISSUE

The Company has not encountered year 2000 problems with respect to its
information technology systems; however, the Company's accounting and business
information systems are not complex, and manual procedures could be performed
for a period of time to provide the information necessary to continue to operate
the business. In the event that year 2000 problems arise within embedded
systems, the Company intends to employ its existing subcontractor machinists to
manufacture the affected components. The Company will continue to monitor year
2000 issues.

ADDITIONAL DISCLOSURE REQUIRED BY INDENTURE

Separate financial information of TransDigm is not presented since the Senior
Subordinated Notes are guaranteed by Holdings and all direct and indirect
subsidiaries of TransDigm and since Holdings has no operations or assets
separate from its investment in TransDigm. In addition, Holdings' only liability
consists of Holdings PIK Notes of $20 million that bear interest at 12%
annually. Interest expense recognized on the Holdings PIK Notes during the
thirteen week periods ended December 31, 1999 and January 1, 1999 was $.6
million and $.2 million, respectively.

                                      -12-

<PAGE>   15

PART I:      FINANCIAL INFORMATION
ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

At December 31, 1999, the Company is subject to interest rate risk with respect
to borrowings under its credit facility as the interest rates on such borrowings
vary with market conditions and, thus, the amount of outstanding borrowings
approximates the fair value of the indebtedness. On a historical basis, the
weighted average interest rate on the $118.1 million of borrowings outstanding
under the credit facility at December 31, 1999 was 9.5%. The effect of a
hypothetical one percentage point decrease in interest rates would increase the
estimated fair value of the borrowings outstanding under the credit facility on
December 31, 1999 by approximately $6 million.

Also outstanding at December 31, 1999 was $125 million of Company indebtedness
in the form of subordinated notes and $22.6 million of Holdings PIK Notes. The
interest rates on both of these borrowings are fixed at 10 3/8% and 12% per
year, respectively. Although management believes that the fair value of these
debt obligations approximates their outstanding balance at December 31, 1999,
the effect of a hypothetical one percentage point decrease in interest rates
would increase the estimated fair value of the borrowings by $13.2 million
and $2.4 million, respectively.

                                      -13-

<PAGE>   16



PART II:        OTHER INFORMATION

ITEM 6         Exhibits and Reports on Form 8-K

      (a)   Exhibits

            27 Financial Data Schedule

      (b)   The Company did not file any reports on Form 8-K during the quarter
            ended December 31, 1999.

                                      -14-

<PAGE>   17


                                   SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Act of 1934, as
amended, each of the Co-Registrants has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Richmond Heights, State of Ohio, on February 14, 2000.

TRANSDIGM HOLDING COMPANY

By:      /s/ PETER B. RADEKEVICH
       ---------------------------------------
                    Peter B. Radekevich
                  Chief Financial Officer



TRANSDIGM INC.

By:        /s/ PETER B. RADEKEVICH
       ---------------------------------------
                    Peter B. Radekevich
                  Chief Financial Officer



MARATHON POWER TECHNOLOGIES COMPANY

By:        /s/ PETER B. RADEKEVICH
       ---------------------------------------
                    Peter B. Radekevich
                  Chief Financial Officer



ZMP, INC.

By:        /s/ PETER B. RADEKEVICH
       ---------------------------------------
                    Peter B. Radekevich
                  Chief Financial Officer



ADAMS RITE AEROSPACE, INC.

By:        /s/ PETER B. RADEKEVICH
       ---------------------------------------
                    Peter B. Radekevich
                  Chief Financial Officer

                                      -15-

<PAGE>   18


TRANSDIGM HOLDING COMPANY

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

<TABLE>
<CAPTION>
          SIGNATURE                                              TITLE                                    DATE

<S>                                       <C>                                                         <C>
*                                         Chief Executive Officer (Principal                          February 14, 2000
-----------------------------------       Executive Officer) and Chairman of the Board
     Douglas W. Peacock

*                                         President and Chief Operating Officer                       February 14, 2000
-----------------------------------       (Principal Operating Officer) and Director
     W. Nicholas Howley

    /s/ Peter B. Radekevich               Chief Financial Officer (Principal Financial                February 14, 2000
-----------------------------------       and Accounting Officer)
     Peter B. Radekevich

*                                         Director                                                    February 14, 2000
-----------------------------------
     Stephen Berger

*                                         Director                                                    February 14, 2000
-----------------------------------
     William Hopkins

*                                         Director                                                    February 14, 2000
-----------------------------------
     Muzzafar Mirza

*                                         Director                                                    February 14, 2000
-----------------------------------
     John W. Paxton

*                                         Director                                                    February 14, 2000
-----------------------------------
     Thomas R. Wall, IV
</TABLE>

                                      -16-



<PAGE>   19


TRANSDIGM INC.

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

<TABLE>
<CAPTION>
          SIGNATURE                                              TITLE                                    DATE

<S>                                       <C>                                                         <C>
*                                         Chief Executive Officer (Principal                          February 14, 2000
-----------------------------------       Executive Officer) and Chairman of the Board
     Douglas W. Peacock

*                                         President and Chief Operating Officer                       February 14, 2000
-----------------------------------       (Principal Operating Officer) and Director
     W. Nicholas Howley

    /s/ Peter B. Radekevich               Chief Financial Officer (Principal Financial                February 14, 2000
-----------------------------------       and Accounting Officer)
     Peter B. Radekevich

*                                         Director                                                    February 14, 2000
-----------------------------------
     Stephen Berger

*                                         Director                                                    February 14, 2000
-----------------------------------
     William Hopkins

*                                         Director                                                    February 14, 2000
-----------------------------------
     Muzzafar Mirza

*                                         Director                                                    February 14, 2000
-----------------------------------
     John W. Paxton

*                                         Director                                                    February 14, 2000
-----------------------------------
     Thomas R. Wall, IV
</TABLE>

                                      -17-

<PAGE>   20


MARATHON POWER TECHNOLOGIES COMPANY

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

<TABLE>
<CAPTION>
          SIGNATURE                                              TITLE                                    DATE

<S>                                       <C>                                                         <C>
*                                         Chief Executive Officer (Principal                          February 14, 2000
-----------------------------------       Executive Officer) and Chairman of the Board
     Douglas W. Peacock

*                                         President (Principal Operating Officer)                     February 14, 2000
-----------------------------------
     Albert J. Rodriguez

    /s/ Peter B. Radekevich               Chief Financial Officer (Principal Financial                February 14, 2000
-----------------------------------       and Accounting Officer)
     Peter B. Radekevich

*                                         Director                                                    February 14, 2000
-----------------------------------
     W. Nicholas Howley
</TABLE>

                                      -18-
<PAGE>   21


ZMP, INC.

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

<TABLE>
<CAPTION>
          SIGNATURE                                              TITLE                                    DATE

<S>                                       <C>                                                         <C>
*                                         Chairman of the Board and Executive Vice                    February 14, 2000
-----------------------------------       President (Principal Executive Officer)
     Douglas W. Peacock

*                                         President (Principal Operating Officer)                     February 14, 2000
-----------------------------------
     John F. Leary

    /s/ Peter B. Radekevich               Treasurer and Chief Financial Officer                       February 14, 2000
-----------------------------------       (Principal Financial and Accounting Officer)
     Peter B. Radekevich

*                                         Executive Vice President and Director                       February 14, 2000
-----------------------------------
     W. Nicholas Howley
</TABLE>

                                      -19-

<PAGE>   22


ADAMS RITE AEROSPACE, INC.

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

<TABLE>
<CAPTION>
          SIGNATURE                                              TITLE                                    DATE

<S>                                       <C>                                                         <C>
*                                         Chairman of the Board and Executive Vice                    February 14, 2000
-----------------------------------       President (Principal Executive Officer)
     Douglas W. Peacock

*                                         President (Principal Operating Officer)                     February 14, 2000
-----------------------------------
     John F. Leary

    /s/ Peter B. Radekevich               Treasurer and Chief Financial Officer                       February 14, 2000
-----------------------------------       (Principal Financial and Accounting Officer)
     Peter B. Radekevich

*                                         Executive Vice President and Director                       February 14, 2000
-----------------------------------
     W. Nicholas Howley
</TABLE>

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

                                      By:         /s/ Peter B. Radekevich
                                           ------------------------------
                                                  Peter B. Radekevich,
                                                  ATTORNEY-IN-FACT

                                      -20-

<PAGE>   23


EXHIBIT INDEX
TO FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1999



EXHIBIT NO.            DESCRIPTION                           PAGE

27                 Financial Data Schedule                    22


                                      -21-