<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 10-K

                          ANNUAL REPORT PURSUANT TO THE
                         SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000      COMMISSION FILE NO.  333-71397

                                 TRANSDIGM INC.
                            TRANSDIGM HOLDING COMPANY
                       MARATHON POWER TECHNOLOGIES COMPANY
                                    ZMP, INC.
                           ADAMS RITE AEROSPACE, INC.
      (EXACT NAME OF CO-REGISTRANTS AS SPECIFIED IN ITS RESPECTIVE CHARTER)

                                    DELAWARE
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
              26380 CURTISS WRIGHT PARKWAY, RICHMOND HEIGHTS, OHIO

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                   13-3733378
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)
                                      44143
                                   (ZIP CODE)

          Registrant's Telephone Number, Including Area Code:     (216) 289-4939

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

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

The Co-Registrants meet the conditions set forth in General Instructions
(I)(1)(a) and (b) of Form 10-K and are therefore filing this form with a reduced
disclosure format.

Indicate by checkmark whether the registrant: (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirement for the past 90 days.                                Yes [X]  No [ ]

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

There currently is no established publicly traded market for the common equity
of TransDigm Holding Company held by non-affiliates.

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

<TABLE>
<CAPTION>
<S>                                                                                   <C>
Common Stock (Voting) of TransDigm Holding Company, $0.01 Par Value                                   119,824
----------------------------------------------------------------------------------    ------------------------------------
                                 (Class)                                               (Outstanding at September 30, 2000)

Class A Common Stock (Non-Voting)
of TransDigm Holding Company, $.01 Par Value                                                               -0-
----------------------------------------------------------------------------------    -------------------------------------
                                 (Class)                                                (Outstanding at September 30, 2000)
</TABLE>

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

Documents incorporated by reference: See Exhibit Index included elsewhere in
this Form 10-K.


<PAGE>   2




                               SECTIONS OF THE 10K

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                            Page
<S>                                                                                                             <C>
PART I

   Item 1            BUSINESS                                                                                                1

   Item 2            PROPERTIES                                                                                              8

   Item 3            LEGAL PROCEEDINGS                                                                                       8

   Item 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                     8

PART II

   Item 5            MARKET FOR OUR COMMON EQUITY AND RELATED
                         STOCKHOLDER MATTERS                                                                                 9

   Item 6            SELECTED FINANCIAL DATA                                                                                 9

   Item 7            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS                                                                12

   Item 8            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                            17

   Item 9            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                         ACCOUNTING AND FINANCIAL DISCLOSURE                                                                17

PART III

   Item 10           DIRECTORS AND EXECUTIVE OFFICERS                                                                       18

   Item 11           EXECUTIVE COMPENSATION                                                                                 20

   Item 12           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                         OWNERS AND MANAGEMENT                                                                              25

   Item 13           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                         27

PART IV

   Item 14           EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                         REPORTS ON FORM 8-K                                                                                28

                     SIGNATURES                                                                                             32

                     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                        F-1 - F-20

                     EXHIBIT INDEX                                                                                         i-ix
</TABLE>



<PAGE>   3


Special Note Regarding Forward-Looking Statements

This Report on Form 10-K (this "Report") contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934 and 27A
of the Securities Act. Discussions containing such forward-looking statements
may be found in Items 1, 3, and 7 hereof, as well as within this Report
generally. In addition, when used in this Report, the words "believes,"
"anticipates," "expects" and similar expressions are intended to identify
forward-looking statements. Although we believe that our plans, intentions and
expectations reflected in or suggested by such forward-looking statements are
reasonable, such forward-looking statements are subject to a number of risks and
uncertainties, and we can give no assurance that such plans, intentions or
exceptions will be achieved. Actual results in the future could differ
materially from those described in the forward-looking statements as a result of
many factors set forth herein as well as under the caption "Risk Factors" in the
Registration Statement filed by us on Form S-4 on January 29, 1999, as amended
through April 23, 1999.

Many such factors are outside the control of TransDigm Holding Company and its
subsidiaries. Consequently, such forward-looking statements should be regarded
solely as our current plans, estimates and beliefs. We do not undertake and
specifically decline 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.

In this Report, the terms "TransDigm" and "Company" refer to TransDigm Inc. and
its subsidiaries. The term "Holdings" refers to TransDigm Holding Company, the
parent company of TransDigm.

PART I

ITEM 1. BUSINESS

THE COMPANY

TransDigm is a leading supplier of highly engineered aircraft components for use
on nearly all commercial and military aircraft. TransDigm sells its products to
commercial airlines, aircraft maintenance facilities, aircraft original
equipment manufacturers ("OEMs") and various agencies of the United States
government. TransDigm generates most of its EBITDA, As Defined, from sales of
replacement parts in the aftermarket, including sales to airlines. This is
because 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. Because aftermarket parts sales are driven by the size
of the worldwide aircraft fleet, they are relatively stable and generate
recurring revenues over the life of an aircraft that are many times the size of
the original OEM purchases. In addition, because TransDigm has over 40 years of
experience in most of its product lines, it benefits from a large and growing
installed base of aircraft.

TransDigm differentiates itself based on its engineering and manufacturing
capabilities, and typically will not bid on non-proprietary "build to print"
business. TransDigm has developed strong product brand names within the airline
industry and a reputation for high quality, reliability and customer service.
TransDigm focuses on developing highly customized products to solve specific
problems of aircraft operators and manufacturers. Management estimates that over
80% of the TransDigm's products are of proprietary design. TransDigm provides
its products to commercial airlines, such as United Airlines and Continental
Airlines, large commercial transport and regional and business aircraft OEMs,
such as Boeing, Bombardier and Cessna, and various agencies of the United States
government. While aftermarket and OEM sales each typically account for
approximately half of TransDigm's revenues, aftermarket sales typically carry a
substantially higher gross margin than sales to OEMs.

                                      -1-
<PAGE>   4


TransDigm is comprised of four business units: (1) AdelWiggins, (2)
AeroControlex, (3) Marathon Power Technologies Company ("Marathon"), and (4)
Adams Rite Aerospace, Inc. ("Adams Rite Aerospace"), each of which has a long
history in the aircraft components industry. AdelWiggins manufactures an
extensive line of fuel and hydraulic system connectors, specialized clamps,
heaters and refueling systems. AeroControlex manufactures customized fuel pumps,
compressors, valves, couplings and mechanical and electromechanical controls.
Adams Rite Aerospace manufactures mechanical hardware, fluid controls, lavatory
hardware, electromechanical controls and oxygen systems related products.
Marathon manufactures nickel cadmium batteries and static inverters. Marathon
and ZMP, Inc. ("ZMP") the corporate parent of Adams Rite Aerospace, were
acquired in August 1997 and April 1999, respectively, as strategic complements
to the AdelWiggins and AeroControlex businesses. Christie Electric Corp.
("Christie") was acquired by Marathon during March 2000 and was subsequently
added as a product line within Marathon.

TransDigm was formed in 1993 through a management-led buyout of IMO Industries.
Since its formation, TransDigm has successfully established leadership positions
in well-defined, profitable niches of the aircraft components market that it
believes offer sustainable growth opportunities.

On December 3, 1998, Phase II Acquisition Corp., an entity formed by affiliates
of Odyssey Investment Partners, LP ("Odyssey"), and Holdings consummated a
recapitalization (the "Recapitalization") pursuant to an agreement and plan of
merger (the "Merger Agreement"). In connection therewith, Phase II Acquisition
Corp. was merged with and into Holdings, with Holdings being the surviving
corporation (the "Merger"). The Merger was treated as a recapitalization for
financial reporting purposes, which had no impact on the historical basis of
Holdings' consolidated assets and liabilities.

PRODUCTS

TransDigm's products are found on virtually all types of aircraft, and TransDigm
supplies components to all major domestic and international airlines. Management
estimates that over 80% of TransDigm's products are of proprietary design and
approximately 70% of TransDigm's sales are derived from parts for which it has
achieved sole source designation. TransDigm's products are grouped into fifteen
major product lines, each of which is profitable and is operated as a
semiautonomous business unit.

Much of TransDigm's recent success has been due to its identification and
development of new products for sale in the commercial aftermarket. TransDigm
works closely with customers to identify their unmet needs, such as a component
that fails to meet performance expectations or that requires excessive
maintenance. TransDigm then utilizes its engineering and design capabilities to
develop a prototype for a component that increases value of the product to the
customer. After rigorous testing requirements have been fulfilled and TransDigm
has obtained necessary regulatory approvals, the product is made available for
sale in the aftermarket and to OEMs.

ADELWIGGINS - AdelWiggins generated 29% of TransDigm's sales for fiscal 2000,
which represents five of TransDigm's fifteen major product lines: (A) flexible
and rigid tube connectors, (B) special connectors, (C) Adel clamps, (D) Wiggins
service systems and (E) heaters and hoses. Tube connectors are fluid line
connectors that provide leak tight joints and are found in flexible fluid
systems on most aircraft platforms including fuel, water, waste and
environmental systems. Special connectors are connectors designed to allow
breaking and reconnecting of fluid lines under pressure and are found in quick
disconnect applications including refueling and other fluid management systems
for military, space and rocket launch applications and in frangible connectors
for large commercial transports. Adel clamps include cushioned clamps,
engineered elastomers, bare metal clamps, clamp shells, block clamps and quick
release clamps used to support fuel, hydraulic, fluid and electric lines and are
found in a broad variety of clamps located throughout the airplane, including in
engines to address high temperature and high vibration requirements. Wiggins
service systems include proprietary refueling nozzles and systems, vents,
receivers and quick disconnects and are found in mine refueling equipment and
military applications such as tanks and armored vehicles that require high flow
capabilities and universal compatibility. Heaters and hoses consists of
specialized hoses and heaters, including blanket and ribbon heaters, heater
cuffs, heated nipples and gaskets and heated tanks throughout the aircraft and
are designed to prevent freezing of fluids such as potable and non-potable water
and waste and to provide heat for hot water service applications.

                                      -2-
<PAGE>   5

AdelWiggins designs its products specifically to meet the engineering
requirements of its customers, focusing on aspects such as: reduced-profile or
low-profile geometry, broad ranges of high-temperature service, ease of
installation and, where possible, utilization of advanced materials to maximize
the strength-to-weight ratios of its components. These factors are critical to
both OEMs and commercial airlines given their emphasis on reducing both
acquisition and operating costs. In addition, TransDigm believes AdelWiggins'
products have a reputation for long service lives and extremely high reliability
in stressful operating environments.

Approximately 60% of AdelWiggins' products are proprietary products designed to
meet specific customer needs. The remaining 40% are industry standard designs.
Roughly 55% of AdelWiggins' products are sole sourced, which is advantageous to
TransDigm because it creates significant switching costs associated with the
development and qualification of alternative engineered solutions. This sole
sourced status has contributed to AdelWiggins achieving aftermarket sales of 27%
of its net sales in fiscal 2000. See "Business-Customers."

AEROCONTROLEX - AeroControlex generated 30% of TransDigm's sales for fiscal
2000, which represents three of TransDigm's fifteen major product lines: (A)
mechanical controls, (B) pumps and (C) valves and quick disconnects. Mechanical
controls include electromechanical control systems, sliding and ball bearing
control cables and gearboxes which are found in the lavatory drain, throttle
control, engine feedback, landing gear release and in ejection seats and fuel
and air systems. Pumps primarily include gear pumps, which are found in
hydraulic and fuel systems applications. Valves and quick disconnects include
fuel and air system valves, compressors and quick disconnects which are found in
air conditioning packages and fuel, radar and potable water systems.

AeroControlex designs, manufactures and sells pumps, compressors, valves,
couplings and mechanical controls primarily for the commercial and military
aircraft markets. AeroControlex has developed a reputation for providing
high-quality, reliable products consistently delivered on time. AeroControlex
works closely with customers to leverage its engineering expertise to create
technical solutions to customer-specific problems. About 95% of AeroControlex
products are proprietary and over 90% are sold on a sole-source basis, which is
advantageous to TransDigm because its creates significant switching costs
associated with the development and qualification of alternative engineered
solutions. This sole sourced status has contributed to AeroControlex achieving
aftermarket sales of 72% of its net sales in fiscal 2000. See
"Business-Customers."

MARATHON - Marathon and its wholly-owned subsidiary, Christie Electric Corp.
acquired in March 2000, generated 15% of TransDigm's sales for fiscal 2000,
which represents three of TransDigm's fifteen major product lines: (A) sealed
cell and vented cell nickel-cadmium batteries, (B) static inverters, and (C)
battery charges and industrial power supplies. Vented cell nickel-cadmium
batteries and sealed cell batteries are used for engine starting and emergency
power aboard various aircraft while static inverters convert DC-AC or DC-DC for
use in applications such as flight instrumentation and communication. Christie's
products include ground based battery charging and power conditioning equipment
for both main aircraft batteries and battery pack products. Approximately 50% of
Marathon's products have achieved sole sourcing status with its customers.

Marathon is one of the world's leading manufacturers of vented cell nickel-
cadmium batteries, which require frequent maintenance, as individual cells
within a battery are replaced throughout the life of the battery. Marathon,
which manufactures and sells both entire batteries and individual cells,
realizes replacement revenue in the aftermarket throughout the life of the
battery as a result of its position as a sole source supplier of products that
accounted for over 50% of its sales. Over 95% of Marathon's sales are
proprietary, the status of which has contributed to Marathon achieving
aftermarket sales of 70% of its net sales in fiscal 2000. Vented cell batteries
are marketed under the Marathon(TM), SuperPower(TM) and Micro Maintenance(TM)
brand names.

                                      -3-
<PAGE>   6


ADAMS RITE AEROSPACE - Adams Rite Aerospace generated 26% of TransDigm's sales
for fiscal 2000, which represents four of TransDigm's fifteen major product
lines: (A) mechanical hardware, (B) fluid control products, (C)
electromechanical control products and (D) oxygen systems related products.
Mechanical hardware include hardware installed inside the aircraft, such as
overhead storage bin latches, lavatory indicator and door latches, seat control
cables and decompression latches, and hardware installed outside of the
aircraft, such as door bolting systems. Fluid control products include various
aircraft water system components, such as spigots, soap dispensers and water
shut-off valves as well as entire self-contained water systems.
Electromechanical control products include throttle quadrants, control wheels,
electric strikes, speed brake controls and a variety of handle grips. Oxygen
systems related products include oxygen cylinders, masks, reducers and control
panels. Adams Rite Aerospace achieved aftermarket sales of 50% of its net sales
for the period ended September 30, 2000. See "Business-Customers."

SALES AND MARKETING

Consistent with TransDigm's overall strategy, TransDigm's sales and marketing
organization is structured to understand and anticipate the needs of customers
in order to continually develop a stream of technical solutions that generate
significant value. In particular, TransDigm focuses on the high-margin,
repeatable aftermarket segment.

TransDigm has structured AdelWiggins', AeroControlex's, Adams Rite Aerospace's,
and Marathon's sales efforts along their collective fifteen major product lines,
assigning a Product Line Manager to each line. The Product Line Managers are
expected to grow the sales and profitability of their product line faster than
the served market and to achieve the targeted annual level of bookings, sales,
new business and profitability for each product. Assisting the Product Line
Managers are Account Managers and Sales Engineers who are responsible for
covering major OEM and airline accounts. Account Managers and Sales Engineers
are expected to be familiar with the personnel, organization and needs of
specific customers, for achieving total bookings and new business goals at each
account, and, in conjunction with the Product Line Managers, for determining
when additional resources are required at customer locations. All of TransDigm's
sales personnel are compensated in part on their bookings and sales and ability
to identify and convert new business opportunities.

Though the majority are employees, the Account Manager function may be performed
by independent representatives depending on the specific customer, product and
geographic location. TransDigm also uses a limited number of distributors to
provide logistical support as well as primary customer contact with certain
smaller accounts. TransDigm's largest distributor is Aviall, which provides
logistic services to the commercial airlines.

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 September 30,
2000, the Company estimated its sales order backlog at $75.1 million compared to
an estimated $62.5 million as of September 30, 1999. The majority of the
purchase orders outstanding as of September 30, 2000 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 September 30,
2000 may not necessarily represent the actual amount of shipments or sales for
any future period.

                                      -4-
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FOREIGN OPERATIONS

The Company manufactures 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.

MANUFACTURING AND ENGINEERING

TransDigm maintains four manufacturing facilities. Each facility serves its
respective operating group and comprises manufacturing, distribution and
engineering as well as administrative functions, including management, sales and
finance. The AdelWiggins, AeroControlex, Marathon and Adams Rite Aerospace
facilities encompass approximately 105,000, 44,000, 150,000 and 50,000 square
feet of manufacturing space in Los Angeles, California, Cleveland, Ohio, Waco,
Texas and Fullerton, California, respectively. In the last several years,
management has taken a number of steps to improve productivity and reduce costs,
including consolidating operations, developing improved control systems that
allow for accurate product line profit and loss accounting, investing in
equipment and tooling, installing modern information systems and implementing a
broad-based employee training program. Management believes that TransDigm's
manufacturing systems and equipment are critical competitive factors that permit
it to meet the rigorous tolerances and cost sensitive price structure of
aircraft customers. TransDigm focuses its manufacturing activities by product
line, alternating its equipment among designs as demand requires.

Each of TransDigm's operating groups attempts to differentiate itself from its
competitors by producing highly engineered products at a low cost. TransDigm's
proprietary products are designed by its engineering staff and intended to serve
an unmet need in the aircraft component industry, particularly through its new
product initiatives. See "Business-Products." These proprietary designs must
withstand the extraordinary conditions and stresses that will be endured by
products during use and meet the rigorous demands of TransDigm's customers'
tolerance and quality requirements.

TransDigm uses sophisticated equipment and procedures to ensure the quality of
its products and to comply with military specifications and Federal Aviation
Administration ("FAA") and OEM certification requirements. TransDigm performs a
variety of testing procedures, including testing under different temperature,
humidity and altitude levels, shock and vibration testing and X-ray fluorescent
measurement. These procedures, together with other customer approved techniques
for document, process and quality control, are used throughout TransDigm's
manufacturing facilities.

CUSTOMERS

TransDigm's customers include: (A) commercial airlines, including national and
regional airlines, particularly for aftermarket MRO components, (B) large
commercial transport and regional and business aircraft OEMs, (C) various
agencies of the United States government, including the United States military,
and (D) various other industrial customers. For the year ended September 30,
2000, two customers represented approximately 10% and 9%, respectively, of the
Company's net sales. Two customers represented approximately 15% and 14%,
respectively, of the Company's net sales during the year ended September 30,
1999, and two customers represented approximately 20% and 14% of the Company's
net sales for the year ended September 30, 1998.

                                      -5-

<PAGE>   8


TransDigm has strong customer relationships with virtually all important large
commercial transport, general aviation and military OEMs. The demand for
TransDigm's aftermarket parts and services is related to TransDigm's extensive
installed base and to revenue passenger miles and, to a lesser extent, to
airline profitability and the size and age of the worldwide aircraft fleet. Some
of TransDigm's business is executed under long-term agreements with customers,
which encompass many products under a common agreement. TransDigm is also a
leading supplier of components used on United States' designed military
aircraft. TransDigm's products are used on a variety of fighter aircraft and
helicopters. Military aircraft using TransDigm's products include the Lockheed
F-15 and F- 16, the E2C (Hawkeye) and Blackhawk and Apache helicopters.

COMPETITION

TransDigm competes with a number of established companies, including divisions
of larger companies that have significantly greater financial, technological and
marketing resources than TransDigm. The niche markets within the aerospace
industry served by TransDigm are relatively fragmented with several competitors
for each of the products and services provided by AdelWiggins, AeroControlex and
Marathon. Due to the global nature of the commercial aircraft industry,
competition in these categories comes from both U.S. and foreign companies.
TransDigm knows of no single competitor, however, that provides the same range
of products and services as those provided by TransDigm. Competitors in
TransDigm's product lines range in size from divisions of large corporations to
small privately held entities, with only one or two components in their entire
product line. TransDigm believes that its ability to compete depends on high
product performance, short lead-time and timely delivery, competitive price, and
superior customer service and support. There can be no assurance that TransDigm
will be able to compete successfully with respect to these or other factors.

GOVERNMENTAL REGULATION

The commercial aircraft component industry is highly regulated by both the FAA
in the United States and by the Joint Aviation Authorities in Europe, while the
military aircraft component industry is governed by military quality
specifications. TransDigm, and the components it manufactures, are required to
be certified by one or more of these entities, and, in some cases, by individual
OEMs in order to engineer and service parts and components used in specific
aircraft models. If material authorizations or approvals were revoked or
suspended, the operations of TransDigm would be adversely affected. In the
future, new and more stringent government regulations may be adopted, or
industry oversight may be heightened, which may have an adverse impact on
TransDigm.

TransDigm must also satisfy the requirements of its customers, including OEMs
and airlines that are subject to FAA regulations, and provide these customers
with products and services that comply with the government regulations
applicable to commercial flight operations. In addition, the FAA requires that
various maintenance routines be performed on aircraft components, and TransDigm
currently satisfies or exceeds these maintenance standards in its repair and
overhaul services. Several of TransDigm's operating divisions include
FAA-approved repair stations.

TransDigm's operations are also subject to a variety of worker and community
safety laws. The Occupational Health and Safety Act ("OHSA") mandates general
requirements for safe workplaces for all employees. In addition, OHSA provides
special procedures and measures for the handling of certain hazardous and toxic
substances. TransDigm believes that its operations are in material compliance
with OHSA's health and safety requirements.

                                      -6-
<PAGE>   9


RAW MATERIALS AND PATENTS

TransDigm requires the use of various raw materials, including titanium,
aluminum, nickel powder, nickel screen, stainless steel and cadmium, in its
manufacturing processes. The availability and prices of such raw materials may
fluctuate and price increases in these supplies may not be able to be recovered.
TransDigm also purchases a variety of manufactured component parts from various
suppliers. TransDigm is concentrating its orders, however, among fewer suppliers
in order to strengthen its supplier relationships. Raw materials and component
parts are generally available from multiple suppliers at competitive prices.
However, any delay in TransDigm's ability to obtain necessary raw materials and
component parts may affect its ability to meet customer production needs.

TransDigm has various trade secrets, proprietary information, trademarks, trade
names, patents, copyrights and other intellectual property rights, which
TransDigm believes, in the aggregate but not individually, are important to its
business.

ENVIRONMENTAL MATTERS

TransDigm's operations and current and/or former facilities are subject to
federal, state and local environmental laws and to regulation by government
agencies, including the Environmental Protection Agency. Among other matters,
these regulatory authorities impose requirements that regulate the emission,
discharge, generation, management, transportation and disposal of hazardous
materials and pollutants, govern response actions to hazardous materials which
may be or have been released to the environment, and require TransDigm to obtain
and maintain permits in connection with its operations. The extensive regulatory
framework imposes significant compliance burdens and risks on TransDigm.
Although management believes that TransDigm's operations and its facilities are
in compliance in all material respects with applicable environmental laws, there
can be no assurance that future changes in such laws, regulations or
interpretations thereof or the nature of TransDigm's operations will not require
TransDigm to make significant additional expenditures to ensure compliance in
the future. According to some environmental laws, a current or previous owner or
operator of real property may be liable for the costs of investigations, removal
or remediation of hazardous materials at such property. Those laws typically
impose liability whether or not the owner or operator knew of, or was
responsible for, the presence of such hazardous materials. Persons who arrange,
or are deemed to have arranged, for disposal or treatment of hazardous materials
also may be liable for the costs of investigation, removal or remediation of
those substances at the disposal or treatment site, regardless of whether the
affected site is owned or operated by that person. Because TransDigm owns and/or
operates a number of facilities, and because TransDigm arranges for the disposal
of hazardous materials at many disposal sites, TransDigm may incur costs for
investigation, removal and remediation, as well as capital costs associated with
compliance. Although those environmental costs have not been material in the
past and are not expected to be material in the future, there can be no
assurance that changes in environmental laws or unexpected investigations and
clean-up costs will not be material. TransDigm does not currently contemplate
material capital expenditures for environmental compliance remediation for
fiscal 2001 or fiscal 2002.

The soil and groundwater beneath TransDigm's facility in Waco, Texas have been
impacted by releases of hazardous materials. Because the majority of the
contaminants identified to date are presently below action levels prescribed by
the Texas Natural Resources Conservation Commission, TransDigm does not believe
the condition of the soil and groundwater at the Waco facility will require
incurrence of material capital expenditures; however, there can be no assurance
that additional contamination will not be discovered or that the remediation
required by the Texas Natural Resources Conservation Commission will not be
material to the financial condition, results of operations or cash flows of
TransDigm.

                                      -7-
<PAGE>   10


EMPLOYEES

As of September 30, 2000, TransDigm had approximately 720 full-time employees
and 37 temporary employees. Approximately 16% of TransDigm employees were
represented by the United Steelworkers Union, and approximately 10% were
represented by the United Automobile, Aerospace and Agricultural Implement
Workers of America. Collective bargaining agreements between TransDigm and these
labor unions expire on April 2002 and November 2004, respectively. TransDigm
considers its relationship with its employees generally to be satisfactory.

ITEM 2. PROPERTIES

TransDigm owns and operates a 130,000 square foot facility in Los Angeles,
California, a 63,000 square foot facility in Cleveland, Ohio and a 219,000
square foot facility in Waco, Texas. In addition, TransDigm leases and operates
a 100,000 square foot facility in Fullerton, California and approximately 17,000
square feet in Richmond Heights, Ohio, which is also TransDigm's headquarters.
TransDigm also leases certain of its other non-material facilities. Management
believes that its machinery, plants and offices are in satisfactory operating
condition, and, will have sufficient capacity to meet foreseeable future needs
without incurring significant additional capital expenditures.

ITEM 3. LEGAL PROCEEDINGS

During the ordinary course of business, TransDigm is from time to time
threatened with, or may become a party to, legal actions and other proceedings.
While TransDigm is currently involved in some legal proceedings, management
believes the results of these proceedings will not have a material effect on the
results of operations of TransDigm, in part due to indemnification arrangements.
TransDigm believes that its potential exposure to those legal actions is
adequately covered by its aviation product and general liability insurance.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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

                                      -8-
<PAGE>   11


PART II

ITEM 5. MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

There is no established public market for the common stock of Holdings.

HOLDERS

As of September 30, 2000, there were approximately 25 record holders of
Holdings' common stock. Holdings is the sole shareholder of TransDigm's common
stock.

DIVIDENDS

There have been no cash dividends declared on any class of common equity for the
two most recent fiscal years. See restrictions on Holdings' ability to pay
dividends and TransDigm's ability to transfer funds to Holdings in Note 9 to our
consolidated financial statements appearing elsewhere in this Report.

ITEM 6. SELECTED FINANCIAL DATA

SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF TRANSDIGM HOLDING COMPANY

The following table sets forth selected historical consolidated financial and
other data of Holdings for each of the fiscal years ended September 30, 1996
through 2000 which have been derived from Holdings' audited consolidated
financial statements for those years.

The Company acquired Marathon Power Technologies Company on August 8, 1997, ZMP,
Inc. and its wholly-owned subsidiary, Adams Rite Aerospace, on April 23, 1999
and Christie Electric Corp. on March 8, 2000. All of the acquisitions were
accounted for as purchases. The results of operations of Marathon, ZMP, Adams
Rite Aerospace, and Christie Electric Corp. are included in Holdings
consolidated financial statements from the date of each of the acquisitions.

The information presented below should be read together with the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section and the consolidated financial statements and the notes thereto included
elsewhere herein.

                                      -9-
<PAGE>   12
<TABLE>
<CAPTION>
                                                          FISCAL YEAR ENDED SEPTEMBER 30,
                                          -----------------------------------------------------------
                                            1996        1997         1998        1999         2000
                                                             (DOLLARS IN THOUSANDS)

<S>                                       <C>         <C>          <C>         <C>          <C>
STATEMENT OF OPERATIONS DATA:
Net sales                                 $  62,897   $  78,159    $ 110,868   $ 130,818    $ 150,457
Gross profit                                 21,023      28,856       51,473      60,867       68,264
Selling and administrative                    6,459       7,561       10,473      13,620       16,799
Amortization of intangibles                   3,838       2,089        2,438       2,063        1,843
Research and development                        836       1,116        1,724       2,139        2,308
Merger expenses                                --          --           --        40,012         --
                                          ---------   ---------    ---------   ---------    ---------

Operating income (1)                          9,890      18,090       36,838       3,033       47,314
Interest expense, net (2)                     4,510       3,463        3,175      22,722       28,563
Warrant put value adjustment                  2,160       4,800        6,540        --           --
                                          ---------   ---------    ---------   ---------    ---------

Pre-tax income (loss)                         3,220       9,827       27,123     (19,689)      18,751
Provision (benefit) for income taxes          2,045       5,193       12,986      (2,772)       7,972
                                          ---------   ---------    ---------   ---------    ---------

Income (loss) before extraordinary item       1,175       4,634       14,137     (16,917)      10,779
Extraordinary item                             --        (1,462)        --          --           --
                                          ---------   ---------    ---------   ---------    ---------

Net income (loss)                         $   1,175   $   3,172    $  14,137   $ (16,917)   $  10,779
                                          =========   =========    =========   =========    =========
</TABLE>


<TABLE>
<CAPTION>
                                                       FISCAL YEAR ENDED SEPTEMBER 30,
                                          -----------------------------------------------------------
                                             1996         1997         1998         1999         2000
                                                            (DOLLARS IN THOUSANDS)

<S>                                       <C>          <C>          <C>          <C>          <C>
OTHER FINANCIAL DATA:
Cash flows provided by (used in):
  Operating activities                    $  18,695    $  17,468    $  23,455    $ (16,219)   $  16,305
  Investing activities                       (2,494)     (43,160)      (4,295)      44,599       (5,120)
  Financing activities                      (13,475)      28,153       (5,071)      44,061       (9,605)
EBITDA (3)                                   17,213       23,856       43,305        9,407       53,826
EBITDA, As Defined (4)                       17,213       24,522       43,547       50,562       54,011
EBITDA, As Defined, margin                   27.4 %       31.4 %       39.3 %       38.7 %       35.9 %
Depreciation and amortization             $   7,323    $   5,766    $   6,467    $   6,374    $   6,512
Capital expenditures                          2,494        2,285        5,061        3,043        4,368
Ratio of earnings to fixed charges (5)         1.7x         3.7x         9.0x         --           1.6x
Ratio of EBITDA, As Defined,
  to interest expense                          3.8x         7.1x        13.7x         2.2x         1.9x
Ratio of EBITDA, As Defined,
  to interest expense, As Defined (6)          3.8x         7.1x        13.7x         2.4x         2.1x
Ratio of total debt to EBITDA,
  As Defined                                   1.1x         2.0x         1.0x         5.3x         4.8x

BALANCE SHEET DATA (AT END OF PERIOD):

Working capital                           $  16,300    $  16,520    $  16,654    $  35,531    $  39,897
Total assets                                 57,666      101,969      115,785      164,417      168,833
Long-term debt, including
  current portion                            19,124       50,000       45,000      266,557      261,601
Total stockholders' equity (deficiency)      19,670       22,613       36,427     (127,622)    (118,409)

-----------
</TABLE>

                                      -10-
<PAGE>   13

(1)      Operating income includes the effect of a non-cash charge of $666 in
         fiscal 1997 and $242 in fiscal 1998 due to a purchase accounting
         adjustment to inventory associated with the acquisition of Marathon, a
         non-cash charge of $1,143 in fiscal 1999 due to a purchase accounting
         adjustment to inventory associated with the acquisition of Adams Rite
         Aerospace, and a non-cash charge of $185 in fiscal 2000 due to a
         purchase accounting adjustment to inventory associated with the
         acquisition of Christie.

(2)      All of the interest expense reported for fiscal 1996 through 1998
         represents interest expense of TransDigm. Holdings had no interest
         expense prior to the Recapitalization discussed in Note 1 to the
         consolidated financial statements of Holdings included elsewhere in
         this Report. After the Recapitalization, Holdings incurred $2,600 and
         $2,000 of interest expense during fiscal 2000 and 1999, respectively,
         relating to the Holdings PIK Notes. Holdings has no other interest
         expense. TransDigm is not an obligor or a guarantor under the Holdings
         PIK Notes.

(3)      EBITDA represents earnings before interest, taxes, depreciation,
         amortization, warrant put value adjustment and extraordinary items.
         EBITDA is presented because management believes it is frequently used
         by securities analysts, investors and other interested parties in the
         evaluation of companies in Holdings' industry. However, other companies
         in Holdings' industry may calculate EBITDA differently than Holdings
         does. EBITDA is not a measurement of financial performance under
         accounting principles generally accepted in the United States of
         America and should not be considered as an alternative to cash flow
         from operating activities, as a measure of liquidity or an alternative
         to net income as indicators of Holdings' operating performance or any
         other measures of performance derived in accordance with accounting
         principles generally accepted in the United States of America. See
         Holdings' consolidated statements of cash flows included in Holdings'
         consolidated financial statements included elsewhere in this Report.

(4)      EBITDA, As Defined, is calculated as follows:

<TABLE>
<CAPTION>
                                   1996      1997      1998      1999      2000

<S>                               <C>       <C>       <C>       <C>       <C>
EBITDA                            $17,213   $23,856   $43,305   $ 9,407   $53,826
Adjustments:
  Merger Expenses                    --        --        --      40,012      --
  Inventory Purchase Accounting
    Adjustments                      --         666       242     1,143       185
                                  -------   -------   -------   -------   -------

EBITDA, As defined                $17,213   $24,522   $43,547   $50,562   $54,011
                                  =======   =======   =======   =======   =======
</TABLE>

         EBITDA, As Defined, is presented herein to provide additional
         information with respect to the ability of Holdings to satisfy its debt
         service, capital expenditure and working capital requirements and
         because certain types of covenants in TransDigm's and Holdings'
         borrowing arrangements are tied to similar measures. While EBITDA-based
         measures are frequently used as measures of operations and the ability
         to meet debt service requirements, they are not necessarily comparable
         to other similarly titled captions of other companies due to
         differences in methods of calculation.

(5)      For purposes of computing the ratio of earnings to fixed charges,
         earnings consist of earnings before income taxes plus fixed charges.
         Fixed charges consist of interest expense, amortization of debt expense
         and the portion (approximately 33%) of rental expense that management
         believes is representative of the interest component of rental expense.
         Earnings were insufficient to cover fixed charges by $20 for fiscal
         1999.

(6)      Interest expense, As Defined, represents the Company's consolidated
         interest expense exclusive of the non-cash interest expense recognized
         for the Holdings PIK Notes issued in connection with the
         Recapitalization. This ratio is provided because a debt covenant in the
         Company's credit facility is based on the same measure.

                                      -11-
<PAGE>   14


ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 year ended September
30, 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, the corporate parent of Adams Rite
Aerospace, 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. During the year ended September 30, 2000, the Company
received a purchase price adjustment of $1.6 million, net of expenses.

On March 8, 2000, Marathon acquired all of the issued and outstanding common
shares of Christie Electric Corp. ("Christie") for $2.4 million. Christie was a
well established manufacturer of battery charging and power conditioning
equipment. The product lines are a complement to Marathon's business. Christie's
operating facility was closed and its operations were moved to Marathon during
the fourth quarter of fiscal 2000.

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.

                                      -12-
<PAGE>   15


RESULTS OF OPERATIONS

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


<TABLE>
<CAPTION>
                                                       YEARS ENDED
                                         -----------------------------------------
                                         SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
                                             1998         1999           2000

<S>                                           <C>          <C>            <C>
Net sales                                     100 %        100 %          100 %
                                              ---          ---            ---

Gross profit                                   46           47             45
Selling and administrative                      9           10             11
Amortization of intangibles                     2            2              1
Research and development                        2            2              2
Merger expenses                               --            31            --
                                              ---          ---            ---

Operating income                               33            2             31
Interest expense - net                          2           17             19
Warrant put value adjustment                    6          --             --
Provision (benefit) for income taxes           12           (2)             5
                                              ---          ---            ---

Net income (loss)                              13 %        (13)%            7 %
                                              ===          ===            ===
</TABLE>

CHANGES IN RESULTS OF OPERATIONS

FISCAL YEAR ENDED SEPTEMBER 30, 2000 COMPARED WITH FISCAL YEAR ENDED SEPTEMBER
30, 1999.

-    NET SALES. Net sales increased by $19.7 million, or 15.1%, to $150.5
     million for the year ended September 30, 2000 from $130.8 million for the
     year ended September 30, 1999, principally due to the acquisition of ZMP in
     April 1999 partially offset by declines in the net sales of AeroControlex
     and AdelWiggins due to an industry-wide spare parts inventory correction.

-    GROSS PROFIT. Gross profit (net sales less cost of sales) increased by $7.4
     million, or 12.2%, to $68.3 million for the year ended September 30, 2000
     from $60.9 million for the year ended September 30, 1999. This increase is
     attributable to higher sales discussed above. Gross profit as a percentage
     of net sales was 45% for the year ended September 30, 2000 and 47% for the
     year ended September 30, 1999. This change was the result of the
     acquisition of ZMP in April 1999, which has a slightly lower gross profit
     margin than the Company as a whole, as well as the decline in sales at
     AeroControlex and AdelWiggins discussed previously.

-    SELLING AND ADMINISTRATIVE. Selling and administrative expenses increased
     by $3.2 million, or 24%, to $16.8 million for the year ended September 30,
     2000 from $13.6 million for the year ended September 30, 1999. This
     increase principally resulted from the acquisition of ZMP and additional
     new business initiatives. Selling and administrative expenses as a
     percentage of net sales increased slightly from 10% for the year ended
     September 30, 1999 to 11% for the year ended September 30, 2000.

-    AMORTIZATION OF INTANGIBLES. Amortization of intangibles decreased by $.3
     million, or 14.3%, to $1.8 million for the year ended September 30, 2000
     from $2.1 million for the year ended September 30, 1999. This decrease is
     the result of certain intangibles being fully amortized.

-    RESEARCH AND DEVELOPMENT. Research and development expense increased $.2
     million, or 9.5%, to $2.3 million for the year ended September 30, 2000
     compared to $2.1 million for the year ended September 30, 1999, principally
     due to the acquisition of ZMP in April 1999. Research and development
     expense as a percentage of net sales, was 2% for the years ended September
     30, 2000 and September 30, 1999.

                                      -13-

<PAGE>   16

-    MERGER EXPENSES. Merger costs totaling $40 million were incurred during
     fiscal 1999 in connection with the Merger and Recapitalization (see Note 1
     to the consolidated financial statements of Holdings included elsewhere in
     this Report). 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 services agreement              5,850
Professional fees and expenses                                    7,201
Write-off of deferred financing costs                               552
Other                                                               522
                                                               --------

                                                               $ 40,012
                                                               ========

-    OPERATING INCOME. Operating income increased $44.3 million from $3.0
     million for the year ended September 30, 1999 to $47.3 million for the year
     ended September 30, 2000. Operating income, excluding merger expenses,
     increased $4.3 million, or 9.9%. This increase is primarily attributable to
     the acquisition of ZMP.

-    INTEREST EXPENSE. Interest expense increased by $5.9 million, or 26%, to
     $28.6 million for the year ended September 30, 2000 from $22.7 million for
     the year ended September 30, 1999. This increase results from the increase
     in the average level of outstanding borrowings in connection with the
     Recapitalization and acquisition of ZMP and an increase in interest rates.

-    INCOME TAXES. Income tax expense (benefit) as a percentage of income (loss)
     before income taxes was 42.5% for fiscal 2000 and (14.1%) for fiscal 1999.
     The tax provision recorded in fiscal 2000 was significantly impacted by
     non-deductible goodwill amortization, particularly the amortization of the
     goodwill recognized in conjunction with the acquisition of ZMP. The tax
     benefit recorded for fiscal 1999 was significantly impacted by the
     non-deductible expenses incurred in connection with the Recapitalization.

-    NET INCOME (LOSS). The Company earned $10.8 million for the year ended
     September 30, 2000 compared to a net loss of $16.9 million for the year
     ended September 30, 1999 primarily as a result of the factors referred to
     above.

FISCAL YEAR ENDED SEPTEMBER 30, 1999 COMPARED WITH FISCAL YEAR ENDED SEPTEMBER
30, 1998.

-    NET SALES. Net sales increased by $19.9 million, or 17.9%, to $130.8
     million for the year ended September 30, 1999 from $110.9 million for the
     year ended September 30, 1998, principally due to the acquisition of ZMP
     and growth in new business programs.

-    GROSS PROFIT. Gross profit (net sales less cost of sales) increased by $9.4
     million, or 18.3%, to $60.9 million for the year ended September 30, 1999
     from $51.5 million for the year ended September 30, 1998. Approximately
     $4.8 million of this increase is attributable to the acquisition of ZMP and
     the remaining $4.6 million resulted from improved profitability in the core
     businesses derived from new business and productivity efforts. The $4.8
     million of ZMP gross profits recorded during the year ended September 30,
     1999 are net of a $1.1 million charge relating to the write-up of Adams
     Rite Aerospace's inventory in place at the time of the acquisition. Gross
     profit as a percentage of net sales was 47% for the year ended September
     30, 1999 and 46% for the year ended September 30, 1998.

-    SELLING AND ADMINISTRATIVE. Selling and administrative expenses increased
     by $3.1 million, or 29.5%, to $13.6 million for the year ended September
     30, 1999 from $10.5 million for the year ended September 30, 1998. This
     increase principally resulted from the acquisition of ZMP discussed
     previously and additional new business initiatives. Selling and
     administrative expenses as a percentage of net sales increased slightly
     from 9% for the year ended September 30, 1998 to 10% for the year ended
     September 30, 1999.

                                      -14-
<PAGE>   17

-    AMORTIZATION OF INTANGIBLES. Amortization of intangibles decreased by $.3
     million, or 12.5%, to $2.1 million for the year ended September 30, 1999
     from $2.4 million for the year ended September 30, 1998 due to the
     amortization of intangible assets recognized in connection with the
     acquisition of ZMP.

-    RESEARCH AND DEVELOPMENT. Research and development expense increased $.4
     million, or 24%, to $2.1 million for the year ended September 30, 1999 from
     $1.7 million for the year ended September 30, 1998. This increase was
     primarily attributable to continued new product development. Research and
     development expense, as a percentage of net sales, was 2% for the years
     ended September 30, 1998 and September 30, 1999.

-    MERGER EXPENSES. Merger costs totaling $40 million were incurred during
     fiscal 1999 in connection with the Merger and Recapitalization (see Note 1
     to the consolidated financial statements of Holdings included elsewhere in
     this Report). The nature of the merger-related charges are detailed in the
     Changes in Results of Operations - Fiscal Year Ended September 30, 2000
     Compared With Fiscal Year Ended September 30, 1999 section of this report.

-    OPERATING INCOME. Operating income decreased from $36.8 million for the
     year ended September 30, 1998 to $3.0 million for the year ended September
     30, 1999. Operating income decreased by $33.8 million, or 92%. This
     decrease was primarily attributable to the Merger and Recapitalization. As
     a percentage of net sales, operating income declined from 33% for the year
     ended September 30, 1998 to 2% for the year ended September 30, 1999.

-    INTEREST EXPENSE. Interest expense increased by $19.5 million to $22.7
     million for the year ended September 30, 1999 from $3.2 million for the
     year ended September 30, 1998 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 and the non-deductible warrant put value adjustment was
     (14%) for fiscal 1999 and 38.6% for fiscal 1998. The tax benefit recorded
     for fiscal 1999 was significantly impacted by the non-deductible expenses
     incurred in connection with the Recapitalization.

-    NET INCOME (LOSS). The Company incurred a net loss of $16.9 million for the
     year ended September 30, 1999 compared to net income of $14.1 million for
     the year ended September 30, 1998 primarily as a result of the factors
     referred to above.

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 years ended
September 30, 2000 and September 30, 1999 were not significant.

LIQUIDITY AND CAPITAL RESOURCES

The Company generated approximately $16.3 million cash from operating activities
during the year ended September 30, 2000 compared to approximately $16.2 million
used during the year ended September 30, 1999. The change in operating cash
flows is due to the one-time merger expenses of $40 million in fiscal 1999 and
improved operating results in fiscal 2000, partially offset by an increase in
interest expense in fiscal 2000 due to the recapitalization and an increase in
interest rates.

Cash used in investing activities was approximately $5.1 million during the year
ended September 30, 2000 compared to approximately $44.6 million used during the
year ended September 30, 1999. The change in investing cash flows is primarily
due to the use of $41.6 million of cash in 1999 for the acquisition of Adams
Rite Aerospace. Approximately $2.4 million of cash was used in 2000 for the
acquisition of Christie.


                                      -15-
<PAGE>   18

Cash used in financing activities during the year ended September 30, 2000 was
approximately $9.6 million compared to approximately $44.1 million provided
during the year ended September 30, 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 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, which commenced 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 $4.4 million and
$3 million during fiscal 2000 and 1999, respectively.

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 at 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.


                                      -16-
<PAGE>   19

NEW ACCOUNTING STANDARD

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. The implementation of this new accounting standard
will not have a material effect on the Company's reported financial condition or
results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

All of the Company's outstanding indebtedness at September 30, 1998 was repaid
in connection with the Merger and Recapitalization. At September 30, 2000, 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 $112.0 million of borrowings outstanding under the credit facility
at September 30, 2000 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 September 30, 2000 by
approximately $2.7 million.

Also outstanding at September 30, 2000 was $125 million of Company indebtedness
in the form of subordinated notes and $24.6 million of Holdings PIK Notes. The
interest rates on both of these borrowings are fixed at 10 3/8% and 12% per
year, respectively. The fair value of the Company's Senior Subordinated Notes
approximated $106 million at September 30, 2000 based upon quoted market prices.
A determination of the fair value of the Holdings PIK Notes is not considered
practicable because they are held by a related party and are not publicly
traded. The effect of a hypothetical one percentage point decrease in interest
rates would increase the estimated fair value of the borrowings on September 30,
2000 by $4.3 million and $.6 million, respectively.

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 $24.6 million at September 30, 2000 that bear
interest at 12% annually. Interest expense recognized on the Holdings PIK Notes
during the year ended September 30, 2000 was $2.6 million.

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE

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


                                      -17-
<PAGE>   20


PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information concerning the directors and
executive officers of Holdings and the directors and executive officers of the
Company as of September 30, 2000:

<TABLE>
<CAPTION>
   NAME                                      AGE                                    POSITION

<S>                                          <C>     <C>
   Douglas W.  Peacock                        61     Chairman of the Board of Directors and Chief Executive Officer
   W.  Nicholas Howley                        48     President, Chief Operating Officer and Director
   Robert S.  Henderson                       44     President, AdelWiggins Group
   Raymond F.  Laubenthal                     39     President, AeroControlex Group
   John F.  Leary                             53     President, Adams Rite Aerospace, Inc.
   Albert J.  Rodriguez                       40     President, Marathon Power Technologies Company
   Gregory Rufus                              44     Chief Financial Officer
   Stephen Berger                             61     Director
   Muzzafar Mirza                             42     Director
   William Hopkins                            37     Director
   Thomas R.  Wall, IV                        42     Director
   John W.  Paxton                            64     Director
</TABLE>

Mr. Peacock has been Chairman of the Board of Directors and Chief Executive
Officer of TransDigm since its inception in September 1993. He is also a
director of Microporous Products, L.P. Prior to joining TransDigm, Mr. Peacock
spent six years with IMO Industries Inc. as Executive Vice President of IMO'S
Instruments and Aerocomponents Group from 1991-1993, Executive Vice President of
Power Systems from 1989-1991, and managed IMO's turbomachinery business from
1987-1989. Prior to joining IMO, Mr. Peacock spent 15 years in various
managerial positions at Westinghouse Electric Corp. Mr. Peacock received a B.S.
degree in chemical engineering from Washington State University and a Ph.D. in
physical chemistry from the University of Illinois. Mr. Peacock holds an Airline
Transport Pilot Rating and routinely commands flights in TransDigm's corporate
aircraft.

Mr. Howley has been a Director of Holdings and President, Chief Operating
Officer and Director of TransDigm since the consummation of the
Recapitalization. Mr. Howley served as Executive Vice President of TransDigm and
President of the AeroControlex Group from TransDigm's inception in September
1993 to the date of the consummation of the Recapitalization. Prior to joining
TransDigm, Mr. Howley served as General Manager of IMO Industries Inc.
Aeroproducts Division, and Director of Finance for the 15 divisions of IMO's
Turbomachinery, Aerospace, and Power Transmission groups. Prior to joining IMO,
he held various executive positions at Lansdowne Steel/Lansco Corp., a
manufacturer of defense and oil drilling products, and the Engineering and
Construction Group of Raytheon Co. Mr. Howley received his B.S. in engineering
from Drexel University and an MBA from the Harvard University Graduate School of
Business.

Mr. Henderson became President of the AdelWiggins Group in September 1999. He
previously had served as President of Marathon Power Technologies Company since
April 1997. From November 1994 until April 1997, he served as Manager of
Operations for the AdelWiggins Group. From 1991 until 1994, Mr. Henderson served
as Operations Manager at RainBird Sprinkler. Mr. Henderson received his B.A. in
mathematics from Brown University and attended the Harvard University Graduate
School of Business.

Mr. Laubenthal has been President of AeroControlex Group since November 1998.
From December 1996 until November 1998, Mr. Laubenthal served as Director of
Manufacturing and Engineering for the AeroControlex Group and had prior
extensive experience in manufacturing and engineering at Parker Hannifin
Corporation and Textron. From October 1993 to December 1996, Mr. Laubenthal
served as Director of Manufacturing for the AeroControlex Group. Mr. Laubenthal
received a B.S. degree in mechanical engineering from Case Western Reserve
University and an MBA from Northern Illinois University.


                                      -18-
<PAGE>   21

Mr. Leary has been President of Adams Rite Aerospace, Inc. since June 1999. From
1995 to June 1999, Mr. Leary was a General Operations Manager with Furon
Company. From 1991 to 1995, Mr. Leary was the Plant Manager of Emerson Electric,
Chromalox Division. Mr. Leary received his BS in Mechanical Engineering from the
New Jersey Institute of Technology.

Mr. Rodriguez has been President of Marathon Power Technologies Company since
September 1999. From January 1998 until September 1999, Mr. Rodriguez served as
Director of Commercial Operations for the AeroControlex Group. From 1993 to
1997, Mr. Rodriguez served as Director of Sales and Marketing for the
AeroControlex Group. Mr. Rodriguez has prior experience with IMO Industries,
Esterline, as well as Kaiser Electro Precision. Mr. Rodriguez received his
Bachelor of Engineering with a concentration in Chemical Engineering from
Stevens Institute of Technology.

Mr. Rufus became Chief Financial Officer in August 2000. Prior to joining
TransDigm, Mr. Rufus spent 19 years at Emerson Electric, including divisional
vice president responsibilities at Ridge Tool, Liebert Corp., and Harris
Colorific, all part of the Emerson organization. Prior to Emerson, Mr. Rufus
spent four years with Ernst & Young. Mr. Rufus received his CPA certification in
Ohio in 1980. Mr. Rufus received a B.A. degree in accounting from
Baldwin-Wallace College and attended the Weatherhead School of Management at
Case Western Reserve University.

Mr. Berger has served as a Director of Holdings and TransDigm since the
consummation of the Recapitalization. He is also currently serving as Chairman
of Odyssey Investment Partners, LLC. Prior to joining Odyssey Investment
Partners, LLC, Mr. Berger was a general partner of Odyssey Partners, LP. From
1990 to 1993, Mr. Berger served as Chairman and CEO of FGIC, a wholly-owned
subsidiary of GE Capital Corp., and subsequently became Executive Vice President
of GE Capital Corp. From 1985 to 1990, Mr. Berger was Executive Director of the
Port Authority of New York and New Jersey Mr. Berger presently serves as a
member of the Board of Trustees of Brandeis University.

Mr. Mirza has served as a Director of Holdings and TransDigm since the
consummation of the Recapitalization. Mr. Mirza is also currently a member of
Odyssey Investment Partners, LLC and has been a principal in the private equity
investing group of Odyssey Partners, LP since 1993. From 1988 to 1993, Mr. Mirza
was employed by the merchant banking group of GE Capital Corp.

Mr. Hopkins has served as a Director of Holdings and TransDigm since the
consummation of the Recapitalization. Mr. Hopkins is also currently a member of
Odyssey Investment Partners, LLC and has been a principal in the private equity
investing group of Odyssey Partners, LP since 1994. Prior to joining Odyssey,
Mr. Hopkins was a member of the merchant banking group of GE Capital Corp.

Mr. Wall has served as a Director of Holdings and TransDigm since their
inception in 1993. Mr. Wall joined Kelso & Company in 1983 and has served as a
Managing Director of Kelso & Company since 1990. Mr. Wall presently serves as a
member of the Board of Directors of AMF Bowling, Inc., Consolidated Vision
Group, Inc., Cygnus Publishing, Inc., iXL Enterprises, Inc., Mitchell Supreme
Fuel Company Mosler Inc., Peebles, Inc., and 21st Century Newspapers, Inc.

Mr. Paxton has served as a Director of Holdings and TransDigm since the
consummation of the Recapitalization. Mr. Paxton is also currently chairman of
Odyssey Industrial Technologies, LLC, which is a joint venture with Odyssey
Investment Partners, LLC, and Chairman of the Board, President and Chief
Executive Officer of Telxon Corporation. Prior to joining TransDigm as a
Director, Mr. Paxton was a member of the Board of Directors of Paxar Corporation
("Paxar") and President of Paxar's Printing Solution Group from October 1997 to
the calendar year end 1998. Mr. Paxton served as President and Chief Executive
Officer of Monarch Marking Systems from October 1995 to October 1997. Prior to
joining Monarch Marking Systems, Mr. Paxton joined Litton Industries ("Litton")
as a Corporate Vice President in 1991 when Litton acquired Intermec Corporation.
During his years at Litton, Mr. Paxton had responsibility for the Industrial
Automation Group. He became Corporate Executive Vice President and Chief
Operating Officer of the Industrial Automation Systems Group of Western Atlas,
Inc. when Western Atlas, Inc. was spun off by Litton in March 1994. Mr. Paxton
presently serves as a member of the Board of Directors of AIM, National
Association of Manufacturers, World Economic Forum.


                                      -19-
<PAGE>   22

BOARD COMMITTEES

Holdings' Board of Directors has a Compensation Committee and an Audit
Committee. The Compensation Committee, which is comprised of Messrs. Berger,
Mirza and Hopkins, establishes salaries, incentives and other forms of
compensation for executive officers and administers incentive compensation and
benefit plans provided for employees. The Audit Committee, which is comprised of
Messrs. Wall, Mirza and Hopkins, reviews Holdings' and TransDigm's audit
policies and oversees the engagement of Holdings' and TransDigm's independent
auditors.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the aggregate compensation paid or accrued by
TransDigm for services rendered during fiscal 2000, 1999, and 1998 to the Chief
Executive Officer of TransDigm and each of the four other most highly paid
executive officers of TransDigm (collectively the "Named Executive Officers"):

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                  LONG-TERM
                                                                                                 COMPENSATION
                                                                                              -------------------
                                                                                                    AWARDS
                                                                                              -------------------
                                                      ANNUAL COMPENSATION                          SECURITIES
                                    ----------------------------------------------------------     UNDERLYING
             NAME AND                FISCAL                                        OTHER ANNUAL       OPTIONS/       ALL OTHER
        PRINCIPAL POSITION            YEAR         SALARY         BONUS(1)       COMPENSATION(2)       SARS          COMPENSATION

<S>                                   <C>         <C>             <C>                                     <C>        <C>      <C>
Douglas W. Peacock,                   2000        $ 330,000       $ 200,000                                 -        $ 18,575 (3)
  Chairman of the Board               1999          323,750         225,000                             4,500          19,659
  and CEO                             1998          305,000       2,857,500                                 -          23,518

W. Nicholas Howley,                   2000          225,000         135,000                                 -          12,094 (4)
  President, Chief Operating          1999          215,000         130,000                             4,500          10,896
  Officer and Director                1998          185,000       2,080,000                                 -          14,446

John F. Leary                         2000          148,750          55,000                                 -           8,742 (5)
  President of Adams Rite             1999           46,134          12,000                               500             810
  Aerospace                           1998                -               -                                 -               -

Robert S. Henderson,                  2000          155,000          45,000                                 -          10,583 (6)
  President of AdelWiggins            1999          137,469          60,000                               700           9,744
  Group                               1998          125,000         450,000                                 -          10,663

Peter B. Radekevich,                  2000          138,974               -                                 -         533,875 (7)
   Former Chief Financial Officer     1999          118,250          50,000                               575           8,558
                                      1998          113,000         196,250                                 -           8,326

Gregory Rufus,                        2000           13,207          40,000                               575             279 (8)
  Chief Financial Officer             1999                -               -                                 -               -
                                      1998                -               -                                 -               -
-----------
</TABLE>



                                      -20-
<PAGE>   23


(1)      Bonus for fiscal year 1998 includes a one-time bonus paid by TransDigm
         in connection with the Recapitalization.

(2)      Does not include perquisites and other personal benefits because the
         value of these items did not exceed the lesser of $50,000 or 10% of
         reported salary and bonus of any of the listed executives.

(3)      Includes $10,200 in contributions by TransDigm, as projected to
         calendar year end 2000, to a plan established under Section 401(k) of
         the Internal Revenue Code (the "401(k) plan") and $8,375 of
         Company-paid life insurance.

(4)      Includes $10,200 in contributions by TransDigm, as projected to
         calendar year end 2000, to the 401(k) plan and $1,894 in Company-paid
         life insurance.

(5)      Includes $7,500 in contributions by TransDigm, as projected to calendar
         year end 2000, to the 401(k) plan and $1,242 in Company-paid life
         insurance.

(6)      Includes $9,300,in contributions by TransDigm, as projected to calendar
         year end 2000, to the 401(k) plan and $1,283 in Company-paid life
         insurance.

(7)      Includes $3,200 in contributions by TransDigm, as projected to calendar
         year end 2000, to the 401(k) plan and $1,035 in Company-paid life
         insurance, as well as $529,640 related to the sale of stock.

(8)      Includes $279 in Company-paid life insurance, as projected to calendar
         year end 2000.



                                      -21-
<PAGE>   24

                         AGGREGATED OPTION/SAR EXERCISES
            IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                              Number of                    Value of
                                             Shares                       Shares Underlying             Unexercised In-
                                            Acquired                          Unexercised                   The Money
                                 Exercise      on          Value            Options/SAR at               Options/SARs At
             Name                 Price     Exercise      Realized         Fiscal Year-End               Fiscal Year-End
<S>                            <C>          <C>           <C>        <C>               <C>        <C>               <C>
Douglas W. Peacock,             $   100         -              -     Exercisable        2,992     Exercisable       $3,231,360
  Chairman of the Board and                                          Unexercisable          -     Unexercisable              -
  Chief Executive Officer           335         -              -     Exercisable        3,097     Exercisable        2,616,965
                                                                     Unexercisable          -     Unexercisable              -
                                  1,040         -              -     Exercisable          900     Exercisable          126,000
                                                                     Unexercisable      3,600     Unexercisable        504,000

W. Nicholas Howley,                 100         -              -     Exercisable        3,890     Exercisable        4,201,200
  President, Chief Operating                                         Unexercisable          -     Unexercisable              -
  Officer and Director              335         -              -     Exercisable        1,900     Exercisable        1,605,500
                                                                     Unexercisable          -     Unexercisable              -
                                  1,040         -              -     Exercisable          900     Exercisable          126,000
                                                                     Unexercisable      3,600     Unexercisable        504,000

John F. Leary                       100         -              -     Exercisable            -     Exercisable                -
  President of Adams Rite                                            Unexercisable          -     Unexercisable              -
  Aerospace                         200         -              -     Exercisable            -     Exercisable                -
                                                                     Unexercisable          -     Unexercisable              -
                                    335         -              -     Exercisable            -     Exercisable                -
                                                                     Unexercisable          -     Unexercisable              -
                                  1,040         -              -     Exercisable            -     Exercisable                -
                                                                     Unexercisable        500     Unexercisable         70,000

Robert S. Henderson,                154         -              -     Exercisable          172     Exercisable          176,472
  President of AdelWiggins                                           Unexercisable          -     Unexercisable              -
  Group                             200         -              -     Exercisable          400     Exercisable          392,000
                                                                     Unexercisable          -     Unexercisable              -
                                    335         -              -     Exercisable          200     Exercisable          169,000
                                                                     Unexercisable          -     Unexercisable              -
                                  1,040         -              -     Exercisable            -     Exercisable                -
                                                                     Unexercisable        700     Unexercisable         98,000

Peter B. Radekevich,                200       368      $ 360,640     Exercisable            -     Exercisable                -
   Former Chief Financial Officer                                    Unexercisable          -     Unexercisable              -
                                    335       200        169,000     Exercisable            -     Exercisable                -
                                                                     Unexercisable          -     Unexercisable              -

Gregory Rufus,                    1,180         -              -     Exercisable            -     Exercisable                -
  Chief Financial Officer                                            Unexercisable        575     Unexercisable              -

</TABLE>


                                      -22-
<PAGE>   25

MANAGEMENT STOCKHOLDERS AGREEMENT

Together with the consummation of the Recapitalization, Holdings, Odyssey and
the employee stockholders of Holdings, including the Named Executive Officers
(the "Management Stockholders") entered into a Management Stockholders'
Agreement (the "Management Stockholders' Agreement") which governs the shares of
common stock of Holdings (the "Common Stock") and options to purchase Common
Stock, in each case, retained by such persons after the Recapitalization and any
new options and shares acquired thereafter, including the exercise of options.
See "Executive Compensation-Stock Option Plan."

The Management Stockholders' Agreement provides that, except for certain
transfers to family members and family trusts, no Management Stockholder may
transfer Common Stock until the fifth anniversary of the Recapitalization, and
thereafter, any proposed transfer will be subject to Holdings' right of first
refusal.

The Management Stockholders' Agreement also provides that upon termination of
the employment of a Management Stockholder, that Management Stockholder will
have certain put rights and Holdings will have certain call rights regarding any
Common Stock or any options to purchase Common Stock, in each case, owned by him
at that time.

Upon Mr. Peacock's cessation of active service as Chief Executive Officer on or
after the third anniversary of the Recapitalization, if TransDigm has achieved
specified financial targets, he may require Holdings to repurchase up to 80% of
his Common Stock during the period, if any, for which he is serving as
non-executive Chairman of the Board. See "Executive Compensation-Employment
Agreements." Mr. Peacock may thereafter require repurchase of the remaining 20%
of his Common Stock on or after the fifth anniversary of the Recapitalization or
his later termination of services to Holdings. Holdings will be permitted to
honor its obligation to Mr. Peacock by issuing notes under certain
circumstances.

If the provisions of any law, the terms of credit and financing arrangements or
Holdings' financial circumstances would prevent Holdings from making a
repurchase of shares pursuant to the Management Stockholders' Agreement,
Holdings will not make such purchase until all such prohibitions lapse, and will
then also pay the Management Stockholder a specified rate of interest on the
repurchase price.

The Management Stockholders' Agreement further provides that, in the event of
certain types of transfers of Common Stock by Odyssey, the Management
Stockholders may participate in those transfers and/or Odyssey may require the
Management Stockholders to transfer their shares in those transactions, in each
case, on a pro rata basis.

Pursuant to the Management Stockholders' Agreement, the Management Stockholders
are entitled to participate on a pro rata basis with, and on the same terms as,
Odyssey in any future offering of Common Stock. Those participation rights will
lapse following a public offering of Common Stock if the Common Stock so offered
is then listed on a national exchange or if the public offering includes 50% or
more of the outstanding Common Stock that will have been issued following the
offering.

EMPLOYMENT AGREEMENTS

In connection with the Recapitalization, Holdings entered into an employment
agreement with each of Messrs. Peacock and Howley. Pursuant to the agreement
with Mr. Peacock, Mr. Peacock will continue to serve as Chairman of the Board
and Chief Executive Officer for a period of at least five years, provided that
after three years, Mr. Peacock may elect to continue his service either as Chief
Executive Officer or as a non-executive Chairman. It is intended that Mr. Howley
will be Mr. Peacock's successor. Pursuant to the agreement with Mr. Howley, Mr.
Howley will continue to serve as President and Chief Operating Officer of
Holdings for a period of at least five years. Those employment agreements also
will provide specified severance benefits in the event of termination of
employment under certain circumstances.


                                      -23-
<PAGE>   26

Each of those employment agreements provide that in the event the respective
executive's employment terminates by reason of death, disability, termination
without "cause" or resignation with "good reason" (all as defined in those
employment agreements), Holdings will continue payment of base salary, bonus and
other perquisites and benefits, in the case of Mr. Howley, for 15 months
thereafter and, in the case of Mr. Peacock, for 18 months thereafter or, if
terminated prior to the third anniversary of the Recapitalization, until such
third anniversary, whichever is longer.

Pursuant to those employment agreements, Messrs. Peacock and Howley will receive
annual base salaries no less than $330,000 and $225,000, respectively, in each
case, subject to annual increases as determined by the Compensation Committee,
and annual cash bonuses based on achievement of performance criteria established
by the Board of Directors.

STOCK OPTION PLAN

During fiscal 1999, Holdings adopted the 1998 Stock Option Plan (the "Option
Plan"), pursuant to which stock options may be granted to Independent Directors
(as defined in the Option Plan), employees and consultants of Holdings,
TransDigm and any subsidiary of Holdings or TransDigm (the "Plan Participants").
In addition, the Option Plan governs those options retained pursuant to the
Rollover Investment (the "Rollover Options"). A total of 18,990 shares of Common
Stock of Holdings was reserved for issuance under the Option Plan and 1,695 and
15,115 of the options were issued during fiscal 2000 and 1999, respectively.
During 2000, stock options pertaining to 1,995 shares of common stock were
forfeited by employees due to terminations. These options may be reissued by the
Company to other employees in the future. The Chief Executive Officer has
discretion to select the Plan Participants and to specify the terms of such
options, including the number of shares, the exercise price and the vesting and
expiration of options, subject to approval by the Compensation Committee.

The Compensation Committee has discretion under the Option Plan to adjust
options to reflect certain specified events such as stock dividends, stock
splits, recapitalizations, mergers or reorganizations of, or by Holdings. In
addition, the Board of Directors has the right to amend, suspend or terminate
the Option Plan, subject to stockholder approval for certain amendments.

The Rollover Options are fully vested and nonforfeitable. In connection with the
Recapitalization, Holdings granted options to certain employees of TransDigm
including the Named Executive Officers for the purchase of shares of Common
Stock of Holdings (the "New Options"). Such New Options are intended to qualify
as "incentive stock options" to the extent permitted under the Internal Revenue
Code, and have an exercise price equal to the price per share paid by Odyssey in
connection with the Recapitalization. Twenty percent of each of Messrs.
Peacock's and Howley's New Options were vested as of the date of grant. Subject
to the executive's continued employment with and, in the case of Mr. Peacock,
continued service as non-executive Chairman of the Board of the Company, the
remaining 80% of his New Options will become exercisable upon the earlier of (1)
the Company's achievement of specified financial targets or (2) certain
specified dates in the Option Agreement. Furthermore, in the event of a "change
of control" (as defined in the Option Agreement), a specified percentage of the
New Options may become exercisable based upon the terms of such transaction. The
New Options generally will expire 10 years after grant and may expire earlier in
the event of the executive's earlier termination of employment.


                                      -24-
<PAGE>   27

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of Holdings with respect to each beneficial owner
of more than 5.0% of the outstanding Common stock of Holdings and beneficial
ownership of the Common Stock of Holdings by each director and named executive
officer and all directors and executive officers as a group:

<TABLE>
<CAPTION>
                                                                                  COMMON STOCK
                                                                               BENEFICIALLY OWNED
                                                                      -----------------------------------
NAME OF BENEFICIAL OWNER                                                SHARES               PERCENTAGE

<S>                                                                      <C>                  <C>
Odyssey (as defined in footnote 1)                                       100,240  (1)              82.7%
                                                                       ----------            ----------

Kelso (as defined in footnote 2)                                          18,422  (2)              15.2
                                                                       ----------            ----------

Stephen Berger                                                           100,240  (1)(3)           82.7
                                                                       ----------            ----------

Robert S. Henderson                                                          772  (4)             *
                                                                       ----------            ----------

William Hopkins                                                          100,240  (1)(5)           82.7
                                                                       ----------            ----------

W. Nicholas Howley                                                         6,690  (6)               5.5
                                                                       ----------            ----------

Raymond F. Laubenthal                                                        780  (7)             *
                                                                       ----------            ----------

Muzzafar Mirza                                                           100,240  (1)(8)           82.7
                                                                       ----------            ----------

Douglas W. Peacock                                                         7,800  (9)               6.4
                                                                       ----------            ----------

Thomas R. Wall, IV                                                        18,422  (2)              15.2
                                                                       ----------            ----------

All officers and directors as a group (12 members)                       135,855  (10)             99.0
                                                                       ----------            ----------
</TABLE>

-----------

*        Less than 1.0%

(1)      Consists of 100,240 shares of common stock owned by Odyssey Investment
         Partners, LP (the "Fund"), Odyssey Coinvestment, LLC ("Coinvestment"),
         TD Coinvestment I, LLC ("TD I"), and TD Coinvestment II, LLC ("TD II"
         and together with the Fund, Coinvestment and TD I, "Odyssey"). Odyssey
         Capital Partners, LLC is the general partner of the Fund. Odyssey
         Investment Partners, LLC is the manager of the Fund and the managing
         member of each of Coinvestment, TD I and TD II. The principal business
         address for Odyssey is 280 Park Avenue, West Tower, 38th Floor, New
         York, N.Y. 10017. Stephen Berger, Muzzafar Mirza, William Hopkins
         (directors of Holdings) and Brian Kwait and Paul Barnett are managing
         members of Odyssey Capital Partners, LLC and Odyssey Investment
         Partners, LLC and, therefore, may each be deemed to share voting and
         investment power with respect to such shares deemed to be owned by
         Odyssey. Each of them disclaims beneficial ownership of such shares.


                                      -25-
<PAGE>   28


(2)      KIA IV-TD, LLC ("KIA IV-TD) and Kelso Equity Partners II, L.P. ("KEP
         II") have beneficial ownership of 17,473 and 949 shares, respectively.
         Due to their common control, KIA IV-TD, Kelso Partners IV, L.P., the
         managing member of KIA IV-TD ("KP IV" and, together with KIA IV-TD and
         KEP II, "Kelso"), and KEP II could be deemed to beneficially own each
         other's shares, but each disclaims such beneficial ownership. In
         addition, Mr. Wall, Joseph S. Schuchert, Frank T. Nickell, George E.
         Matelich, Michael B. Goldberg, David I. Wahrhaftig and Frank K. Bynum,
         Jr. may be deemed to share beneficial ownership of shares beneficially
         owned by KIA IV-TD, KP IV and KEP II by virtue of their status as
         general partners of KP IV, which is the managing member of KIA IV-TD,
         and as general partners of KEP II, but each disclaims such beneficial
         ownership. The address of each of KIA IV-TD, KP IV, KEP II and Messrs.
         Wall, Schuchert, Nickell, Matelich, Goldberg, Wahrhaftig and Bynum is
         c/o Kelso & Company, 320 Park Avenue, 24th Floor, New York, New York
         10022.

(3)      Includes 100,240 shares and votes deemed to be beneficially owned by
         Odyssey (as defined). Mr. Berger is a senior managing member of Odyssey
         Capital Partners, LLC and Odyssey Investment Partners, LLC. As a
         result, Mr. Berger may be deemed to share voting and investment power
         with respect to such shares. Mr. Berger disclaims beneficial ownership
         of such shares.

(4)      Includes 772 shares purchasable within 60 days upon the exercise of
         options held by Mr. Henderson.

(5)      Includes 100,240 shares and votes deemed to be beneficially owned by
         Odyssey. Mr. Hopkins is a managing member of Odyssey Capital Partners,
         LLC and Odyssey Investment Partners, LLC. As a result, Mr. Hopkins may
         be deemed to share voting and investment power with respect to such
         shares. Mr. Hopkins disclaims beneficial ownership of such shares.

(6)      Includes 6,690 shares purchasable within 60 days upon the exercise of
         options held by Mr. Howley.

(7)      Includes 780 shares purchasable within 60 days upon the exercise of
         options held by Mr. Laubenthal.

(8)      Includes 100,240 shares and votes deemed to be beneficially owned by
         Odyssey. Mr. Mirza is a managing member of Odyssey Capital Partners,
         LLC and Odyssey Investment Partners, LLC. As a result, Mr. Mirza may be
         deemed to share voting and investment power with respect to such
         shares. Mr. Mirza disclaims beneficial ownership of such shares.

(9)      Includes 6,989 shares purchasable within 60 days upon the exercise of
         options held by Mr. Peacock and 811 shares and votes owned by TD Equity
         LLC, of which Mr. Peacock is the managing member. Mr. Peacock disclaims
         ownership of the 811 shares and votes owned by TD Equity LLC.

(10)     As described in footnotes (1), (3), (5) and (7), Messrs. Berger,
         Hopkins and Mirza may each be deemed to share investment and voting
         power with respect to 100,240 shares deemed to be beneficially owned by
         the General Partner of Odyssey, Mr. Wall may be deemed to share
         investment and voting power with respect to 18,422 shares owned by
         Kelso and Mr. Peacock may be deemed to share investment and voting
         power with respect to 811 shares owned by TD Equity LLC. Each of
         Messrs. Berger, Hopkins, Mirza, Wall and Peacock disclaims ownership of
         such shares. Excluding such shares, all officers and directors as a
         group beneficially own 16,382 shares, or 12.5%, which are purchasable
         within 60 days upon the exercise of options.


                                      -26-
<PAGE>   29

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TAX ALLOCATION AGREEMENT

TransDigm and Holdings are parties to a Tax Allocation Agreement. Under the
terms of the Tax Allocation Agreement. TransDigm is obligated to make payments
to Holdings equal to the amount of income taxes that TransDigm would have owed
in respect of federal and state income taxes on behalf of TransDigm and its
subsidiaries if TransDigm and its subsidiaries were, for tax purposes, a
separate consolidated group.

ONE-TIME MANAGEMENT BONUSES

Following the consummation of the Recapitalization, TransDigm paid certain
members of senior management an aggregate of $5.9 million as a one-time bonus in
connection with the Recapitalization. See "Executive Compensation."

TERMINATION OF FINANCIAL ADVISORY SERVICES AGREEMENT

TransDigm paid $6.0 million to Kelso & Company, an affiliate of Kelso, in
consideration for the termination of a Financial Advisory Services Agreement.
This payment was made upon consummation of the Recapitalization.

Kelso may be deemed, collectively, to beneficially own 15.2% of the Common Stock
of Holdings on a fully diluted basis. In addition, Mr. Wall, a director of
Holdings and TransDigm, is a general partner of each of the Kelso entities.

KELSO STOCKHOLDERS AGREEMENT

Pursuant to the Merger Agreement, Holdings, Odyssey and KIA IV-TD and KEP II
entered into a stockholders agreement (the "Stockholders Agreement")
concurrently with consummation of the Recapitalization. The Stockholders
Agreement provides for customary transfer restrictions, tag-along and drag-along
rights, registration rights and an agreement among the parties to vote their
shares of Common Stock, including the agreement of Odyssey to designate a
representative of Kelso to the Board of Directors of Holdings. See also
"Directors and Executive Officers" for a description of certain agreements that
have been entered into with certain members of management in connection with the
Recapitalization. See "Certain Relationships and Related
Transactions-Termination of Financial Advisory Services Agreement."

ODYSSEY FINANCIAL SERVICES

As part of the Recapitalization, TransDigm paid Odyssey a fee of approximately
$3.5 million. Odyssey is the majority stockholder of Holdings. In addition,
Messrs. Berger, Hopkins and Mirza, each a director of Holdings and TransDigm,
are managing members of the General Partner of Odyssey.


                                      -27-
<PAGE>   30

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) (1)  FINANCIAL STATEMENTS

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

Independent Auditors' Report

Consolidated Balance Sheets - September 30, 2000 and 1999

Consolidated Statements of Operations - Years Ended September 30, 2000, 1999 and
1998

Consolidated Statements of Changes in Stockholders' Equity (Deficiency) - Years
Ended September 30, 2000, 1999 and 1998

Consolidated Statements of Cash Flows - Years Ended September 30, 2000, 1999 and
1998

Notes to Consolidated Financial Statements

(a) (2)  FINANCIAL STATEMENT SCHEDULES

The following financial statement schedule is included in a separate section of
this Report following the signature page - Valuation and Qualifying Accounts -
Years Ended September 30, 2000, 1999 and 1998.

(a) (3)  EXHIBITS

<TABLE>
<CAPTION>
  EXHIBIT                                                  DESCRIPTION OF EXHIBIT
    NO.
<S>         <C>
   *2.1     Agreement and Plan of Merger, dated August 3, 1998, between Phase II Acquisition Corp.  and TransDigm Holding
            Company.
   *2.2     Amendment One, dated November 9, 1998, to the Agreement and Plan of Merger between Phase II Acquisition Corp.  and
            TransDigm Holding Company.
   *2.3     Agreement and Plan of Reorganization, dated as of March 31, 1999, by and among TransDigm Inc., ARA Acquisition
            Corporation, ZMP, Inc.  and TCW Special Placements Fund II.
   *3.1     Restated Certificate of Incorporation, filed on September 28, 1993, of TransDigm Holding Company.
   *3.2     Certificate of Amendment, filed on December 21, 1993, of the Restated Certificate of Incorporation of TransDigm
            Holding Company.
   *3.3     Certificate of Ownership and Merger, filed on December 3, 1998, merging Phase II Acquisition Corp.  with and into
            TransDigm Holding Company.
   *3.4     Certificate of Incorporation, filed on July 2, 1993, of NovaDigm Acquisition, Inc.  (TransDigm Inc.).
   *3.5     Certificate of Amendment, filed on July 22, 1993, of the Certificate of Incorporation of NovaDigm Acquisition, Inc.
            (TransDigm Inc.).
   *3.6     Certificate of Ownership and Merger, filed on September 13, 1993,
            merging IMO Aerospace Company with and into TransDigm Inc.
   *3.7     Certificate of Incorporation, filed on March 28, 1994, of MPT Acquisition Corp.  (Marathon Power Technologies
            Company).
   *3.8     Certificate of Amendment, filed on May 18, 1994, of the Certificate of Incorporation of MPT Acquisition Corp.
            (Marathon Power Technologies Company).
   *3.9     Certificate of Amendment, filed on May 24, 1994, of the Certificate of Incorporation of MPT Acquisition Corp.
            (Marathon Power Technologies Company).
</TABLE>


                                      -28-
<PAGE>   31


<TABLE>
<CAPTION>
  EXHIBIT                                                  DESCRIPTION OF EXHIBIT
    NO.
<S>         <C>
   *3.10    Amended and Restated Articles of Incorporation, filed on April 23, 1999, of ZMP, Inc.
   *3.11    Certificate of Ownership and Merger, filed on April 23, 1999, merging ARA Acquisition Corporation with and into ZMP,
            Inc.
   *3.12    Articles of Incorporation, filed on July 30, 1986, of ARP Acquisition Corporation (Adams Rite Aerospace, Inc.).
   *3.13    Certificate of Amendment, filed on September 12, 1986, of the Articles of Incorporation of ARP Acquisition
            Corporation (Adams Rite Aerospace, Inc.).
   *3.14    Certificate of Amendment, filed on January 27, 1992, of the Articles of Incorporation of Adams Rite Aerospace
            Products, Inc.  (Adams Rite Aerospace, Inc.).
   *3.15    Certificate of Amendment, filed on December 31, 1992, of the Articles of Incorporation of Adams Rite Aerospace
            Products, Inc.  (Adams Rite Aerospace, Inc.).
   *3.16    Certificate of Amendment, filed on August 11, 1997, of the Articles of Incorporation of Adams Rite Aerospace Sabre
            International, Inc.  (Adams Rite Aerospace, Inc.).
   *3.17    Bylaws of TransDigm Holding Company.
   *3.18    Bylaws of NovaDigm Acquisition, Inc.  (TransDigm Inc.).
   *3.19    Bylaws of MPT Acquisition Corp.  (Marathon Power Technologies Company).
   *3.20    Amended and Restated Bylaws of ZMP, Inc.
   *3.21    Amended and Restated Bylaws of Adams Rite Aerospace, Inc.
   *4.1     Indenture, dated December 3, 1998, among TransDigm Inc., TransDigm Holding Company and Marathon Power Technologies
            Company and State Street Bank and Trust Company, as trustee, relating to $125,000,000 aggregate principal amount of
            10 3/8% Senior Subordinated Notes due 2008 and the registered 10 3/8% Senior Subordinated Notes due 2008.
   *4.2     Supplemental Indenture, dated April 23, 1999, among ZMP, Inc.  and Adams Rite Aerospace, Inc.  and State Street Bank
            and Trust Company, as trustee.
   *4.3     Specimen Certificate of 10 3/8% Senior Subordinated Notes due 2008 (the "Old Notes") (included in Exhibit 4.1
            hereto).
   *4.4     Specimen Certificate of the registered 10 3/8% Senior Subordinated Notes due 2008 (the "New Notes") (included in
            Exhibit 4.1 hereto).
   *4.5     Registration Rights Agreement, dated December 3, 1998, among TransDigm Inc., TransDigm Holding Company and Marathon
            Power Technologies Company and BT Alex.  Brown Incorporated and Credit Suisse First Boston Corporation.
   *4.6     Indenture, dated December 3, 1998, between TransDigm Holding Company
            and State Street Bank and Trust Company, as trustee, relating to
            $20,000,000 aggregate principal amount of 12% Pay-in-Kind Senior
            Notes due 2009.
   *4.7     Specimen Certificate of 12% Pay-in-Kind Senior Notes due 2009 (included in Exhibit 4.6 hereto).
   *4.8     Registration Rights Agreement, dated December 3, 1998, among TransDigm Holding Company and Kelso Investment
            Associates IV, L.P.  and Kelso Equity Partners II, L.P.
   *4.9     Credit Agreement, dated December 3, 1998, among TransDigm Inc. and TransDigm Holding Company and Bankers Trust
            Company, as the administrative agent, and the various financial institutions parties thereto.
   *4.10    First Amendment to the Credit Agreement, dated December 10, 1998, among TransDigm Inc. and TransDigm Holding Company
            and Bankers Trust Company, as the administrative agent, and the various financial institutions parties thereto.
   *4.11    Second Amendment to the Credit Agreement, dated April 23, 1999, among TransDigm Inc., TransDigm Holding Company and
            Marathon Power Technologies Company and Bankers Trust Company, as the administrative agent, and the various financial
            institutions parties thereto.
   *4.12    Third Amendment to the Credit Agreement, dated April 23, 1999, among TransDigm Inc. and TransDigm Holding Company and
            Bankers Trust Company, as the administrative agent, and the various financial institutions parties thereto.
   *4.13    Specimen Revolving Note evidencing the revolving borrowings under the Credit Agreement (included in Exhibit 4.9
            hereto).
</TABLE>


                                      -29-
<PAGE>   32


<TABLE>
<CAPTION>
  EXHIBIT                                                  DESCRIPTION OF EXHIBIT
    NO.
<S>         <C>
   *4.14    Specimen Term A Note evidencing the Term A credit advances under the Credit Agreement (included in Exhibit 4.9
            hereto).
   *4.15    Specimen Term B Note evidencing the Term B credit advances under the Credit Agreement (included in Exhibit 4.9
            hereto).
   *4.16    Security Agreement, dated December 3, 1998, among TransDigm Inc., TransDigm Holding Company and Marathon Power
            Technologies Company and Bankers Trust Company, as the administrative agent under the Credit Agreement.
   *4.17    Pledge Agreement, dated December 3, 1998, among TransDigm Inc., TransDigm Holding Company and Marathon Power
            Technologies Company and Bankers Trust Company, as the administrative agent under the Credit Agreement.
   *4.18    Form of Assignment of Security Interest in United States Copyrights by TransDigm Inc., TransDigm Holding Company and
            Marathon Power Technologies Company for the benefit of Bankers Trust Company, as the administrative agent under the
            Credit Agreement (included in Exhibit 4.16 hereto).
   *4.19    Form of Assignment of Security Interest in United States Trademarks and Patents by TransDigm Inc., TransDigm Holding
            Company and Marathon Power Technologies Company for the benefit of Bankers Trust Company, as the administrative agent
            under the Credit Agreement (included in Exhibit 4.16 hereto).
   *5.1     Opinion of Latham & Watkins regarding the validity of the New Notes.
  *10.1     Stockholders' Agreement, dated December 3, 1998, by and among TransDigm Holding Company, Odyssey Investment Partners
            Fund, LP, Odyssey Coinvestors, LLC, TD-Equity LLC, KIA IV-TD, LLC and Kelso Equity Partners II, L.P.
  *10.2     Stockholders' Agreement, dated December 3, 1998, by and among TransDigm Holding Company, Odyssey Investment Partners
            Fund and certain employee stockholders of TransDigm Holding Company.
  *10.3     Tax Allocation Agreement, dated December 3, 1998, between TransDigm Holding Company and TransDigm Inc.
 **10.4     Employment Agreement dated May 19, 1999, between TransDigm Holding Company and Douglas W.  Peacock.
 **10.5     Employment Agreement dated May 19, 1999, between TransDigm Holding Company and W.  Nicholas Howley.
  *10.6     TransDigm Inc.  Senior Executive Benefits Plan.
  *10.7     Summary of Annual Incentive Compensation Plan for Key Management Employees of TransDigm Inc.
   12.1     Statement of Computation of Ratio of Earnings to Fixed Charges.
   12.2     Statement of Computation of Ratio of EBITDA, As Defined, to Interest Expense.
   12.3     Statement of Computation of Ratio of EBITDA, As Defined, to Interest Expense, As Defined.
   12.4     Statement of Computation of Ratio of Total Debt to EBITDA, As Defined.
  *21.1     Subsidiaries of TransDigm Holding Company.
   24.1     Power of Attorney - TransDigm Holding Company
   24.2     Power of Attorney - TransDigm Inc.
   24.3     Power of Attorney - Marathon Power Technologies Company
   24.4     Power of Attorney - ZMP, Inc.
   24.5     Power of Attorney - Adams Rite Aerospace, Inc.
  *25.1     Statement of Eligibility and Qualification (form T-1) under the Trust Indenture Act of 1939 of State Street Bank and
            Trust Company.
   27.1     Financial Data Schedule.
  *99.1     Form of Letter of Transmittal and related documents to be used in conjunction with the exchange offer.

-----------

*        (Incorporated by reference to same titled exhibit to the
         Co-Registrants' Registration Statement on Form S-4 dated January 29,
         1999 File No. 333-71397, as amended.)

**       (Incorporated by reference to same titled exhibit to the  Co-Registrants'  Form 10-K dated December 23,  1999
         File No.  333-71397.)
</TABLE>


                                      -30-
<PAGE>   33

(b)      REPORTS ON FORM 8-K

         We did not file any reports on Form 8-K during the fourth quarter of
         fiscal 2000.

(c)      EXHIBITS

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

(d)      SEPARATE FINANCIAL STATEMENTS AND SCHEDULES

         The following financial statement schedule is included in a separate
         section of this Report following the signature page - Valuation and
         Qualifying Accounts - Years Ended September 30, 2000, 1999 and 1998.


                                      -31-
<PAGE>   34

                                   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 December 28, 2000.

TRANSDIGM HOLDING COMPANY

By:                      /s/Gregory Rufus
    ----------------------------------------------------------------
                             Gregory Rufus
                        Chief Financial Officer

TRANSDIGM INC.

By:                      /s/Gregory Rufus
    ----------------------------------------------------------------
                             Gregory Rufus
                        Chief Financial Officer

MARATHON POWER TECHNOLOGIES COMPANY

By:                      /s/Gregory Rufus
    ----------------------------------------------------------------
                             Gregory Rufus
                        Chief Financial Officer

ZMP, INC.

By:                      /s/Gregory Rufus
    ----------------------------------------------------------------
                             Gregory Rufus
                        Chief Financial Officer

ADAMS RITE AEROSPACE, INC.

By:                      /s/Gregory Rufus
    ----------------------------------------------------------------
                             Gregory Rufus
                        Chief Financial Officer



                                      -32-
<PAGE>   35

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 Executive      December 28, 2000
------------------------------------             Officer) and Chairman of the Board
          Douglas W. Peacock

*                                         President and Chief Operating Officer (Principal    December 28, 2000
------------------------------------               Operating Officer) and Director
          W. Nicholas Howley

        /s/Gregory Rufus                  Chief Financial Officer (Principal Financial and    December 28, 2000
------------------------------------                     Accounting Officer)
             Gregory Rufus

*                                                             Director                        December 28, 2000
------------------------------------
            Stephen Berger

*                                                             Director                        December 28, 2000
------------------------------------
            William Hopkins

*                                                             Director                        December 28, 2000
------------------------------------
            Muzzafar Mirza

*                                                             Director                        December 28, 2000
------------------------------------
            John W. Paxton

*                                                             Director                        December 28, 2000
------------------------------------
          Thomas R. Wall, IV
</TABLE>


                                      -33-
<PAGE>   36

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 Executive      December 28, 2000
------------------------------------             Officer) and Chairman of the Board
          Douglas W. Peacock

*                                         President and Chief Operating Officer (Principal    December 28, 2000
------------------------------------               Operating Officer) and Director
          W. Nicholas Howley

        /s/Gregory Rufus                  Chief Financial Officer (Principal Financial and    December 28, 2000
------------------------------------                     Accounting Officer)
             Gregory Rufus

*                                                             Director                        December 28, 2000
------------------------------------
            Stephen Berger

*                                                             Director                        December 28, 2000
------------------------------------
            William Hopkins

*                                                             Director                        December 28, 2000
------------------------------------
            Muzzafar Mirza

*                                                             Director                        December 28, 2000
------------------------------------
            John W. Paxton

*                                                             Director                        December 28, 2000
------------------------------------
          Thomas R. Wall, IV
</TABLE>


                                      -34-
<PAGE>   37


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 Executive      December 28, 2000
------------------------------------             Officer) and Chairman of the Board
          Douglas W. Peacock

*                                              President (Principal Operating Officer)        December 28, 2000
------------------------------------
          Albert J. Rodriguez

        /s/Gregory Rufus                  Chief Financial Officer (Principal Financial and    December 28, 2000
------------------------------------                     Accounting Officer)
             Gregory Rufus

*                                                             Director                        December 28, 2000
------------------------------------
          W. Nicholas Howley
</TABLE>


                                      -35-
<PAGE>   38

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 President   December 28, 2000
------------------------------------                (Principal Executive Officer)
          Douglas W. Peacock

*                                              President (Principal Operating Officer)        December 28, 2000
------------------------------------
             John F. Leary

        /s/Gregory Rufus                  Treasurer and Chief Financial Officer (Principal    December 28, 2000
------------------------------------              Financial and Accounting Officer)
             Gregory Rufus

*                                                     Executive Vice President                December 28, 2000
------------------------------------                        and Director
          W. Nicholas Howley
</TABLE>



                                      -36-
<PAGE>   39

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 of Executive Vice President   December 28, 2000
------------------------------------                (Principal Executive Officer)
          Douglas W. Peacock

*                                              President (Principal Operating Officer)        December 28, 2000
------------------------------------
             John F. Leary

        /s/Gregory Rufus                  Treasurer and Chief Financial Officer (Principal    December 28, 2000
------------------------------------              Financial and Accounting Officer)
             Gregory Rufus

*                                                     Executive Vice President                December 28, 2000
------------------------------------                        and Director
          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.


                                      -37-
<PAGE>   40


                   TRANSDIGM HOLDING COMPANY AND SUBSIDIARIES

                           ANNUAL REPORT ON FORM 10-K:

                      FISCAL YEAR ENDED SEPTEMBER 30, 2000

                            ITEM 8 AND ITEM 14(a) (1)

                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                         PAGE

<S>                                                                                             <C>
FINANCIAL STATEMENTS:

   Independent Auditors' Report                                                                           F-1

   Consolidated Balance Sheets at September 30, 2000 and 1999                                             F-2

   Consolidated Statements of Operations for the Years Ended

     September 30, 2000, 1999 and 1998                                                                    F-3

   Consolidated Statements of Changes in Stockholders' Equity (Deficiency) for the
     Years Ended September 30, 2000, 1999 and 1998                                                        F-4

   Consolidated Statements of Cash Flows for the Years Ended

    September 30, 2000, 1999 and 1998                                                                  F-5 - F-6

   Notes to Consolidated Financial Statements                                                         F-7 - F-18

SUPPLEMENTARY DATA:

   Independent Auditors' Report                                                                          F-19

   Valuation and Qualifying Accounts for the Years Ended

     September 30, 2000, 1999 and 1998                                                                   F-20
</TABLE>



<PAGE>   41



INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of
TransDigm Holding Company

We have audited the accompanying consolidated balance sheets of TransDigm
Holding Company and its subsidiaries (the "Company") as of September 30, 2000
and 1999, and the related consolidated statements of operations, changes in
stockholders' equity (deficiency) and cash flows for each of the three years in
the period ended September 30, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of TransDigm Holding Company and its
subsidiaries as of September 30, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 2000 in conformity with accounting principles generally accepted
in the United States of America.

Deloitte & Touche LLP

Cleveland, Ohio
November 10, 2000

                                       F-1

<PAGE>   42

TRANSDIGM HOLDING COMPANY

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND 1999
(In Thousands of Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS                                   2000        1999   LIABILITIES AND STOCKHOLDERS' DEFICIENCY           2000           1999
<S>                                   <C>        <C>        <C>                                              <C>           <C>
CURRENT ASSETS:                                             CURRENT LIABILITIES:
  Cash and cash equivalents           $  4,309    $  2,729    Current portion of long-term debt (Note 9)     $ 10,953      $  7,595
  Accounts receivable - net (Note 4)    26,796      22,399    Accounts payable                                  5,672         5,322
  Inventories (Note 5)                  32,889      29,217    Accrued liabilities (Note 8)                     15,460        15,719
                                                                                                             --------      --------
  Income taxes refundable                1,796       2,810             Total current liabilities               32,085        28,636
  Deferred income taxes (Note 11)        5,657       6,614
  Prepaid expenses and other               535         398  LONG-TERM DEBT - Less current portion (Note 9)    250,648       258,962
                                          ----        ----
           Total current assets         71,982      64,167
                                                            NON-CURRENT PORTION OF ACCRUED
PROPERTY, PLANT AND EQUIPMENT -                               PENSION COSTS AND OTHER (Note 10)                 3,138         3,118
                                                                                                             --------      --------
  Net (Note 6)                          25,029      25,422             Total liabilities                      285,871       290,716
                                                                                                             --------      --------

INTANGIBLE ASSETS - Net (Note 7)        56,957      58,555  REDEEMABLE COMMON STOCK (Note 12)                   1,371         1,323
                                                                                                             --------      --------

DEBT ISSUE COSTS - Net                   9,400      10,951  STOCKHOLDERS' DEFICIENCY:
                                                              Common stock, $.01 par value (Note 12)          102,156       102,097
DEFERRED INCOME TAXES                                         Retained deficit                               (220,115)     (229,237)
  AND OTHER (Note 11)                    5,465       5,322    Accumulated other comprehensive loss               (450)         (482)
                                        ------      ------                                                   --------          -----
                                                                       Total stockholders' deficiency        (118,409)     (127,622)
                                                                                                             --------      --------

TOTAL ASSETS                          $168,833    $164,417   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY  $168,833      $164,417
                                      ========    ========                                                   ========      ========
</TABLE>

See notes to consolidated financial statements.

                                      F-2
<PAGE>   43

TRANSDIGM HOLDING COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                        YEAR ENDED SEPTEMBER 30,
                                                                                   ----------------------------------
                                                                                     2000         1999         1998

<S>                                                                                <C>         <C>          <C>
NET SALES (Note 4)                                                                 $ 150,457   $ 130,818    $ 110,868

COST OF SALES (Including charge of $185, $1,143 and $242
  in 2000, 1999 and 1998, respectively, due to inventory
  purchase accounting adjustments) (Note 2)                                           82,193      69,951       59,395
                                                                                   ---------   ---------    ---------

GROSS PROFIT                                                                          68,264      60,867       51,473
                                                                                   ---------   ---------    ---------

OPERATING EXPENSES:
  Selling and administrative                                                          16,799      13,620       10,473
  Amortization of intangibles                                                          1,843       2,063        2,438
  Research and development                                                             2,308       2,139        1,724
  Merger expenses (Note 1)                                                                        40,012
                                                                                   ---------   ---------    ---------

           Total operating expenses                                                   20,950      57,834       14,635
                                                                                   ---------   ---------    ---------

INCOME FROM OPERATIONS                                                                47,314       3,033       36,838

INTEREST EXPENSE - NET                                                                28,563      22,722        3,175

WARRANT PUT VALUE ADJUSTMENT                                                                                    6,540
                                                                                   ---------   ---------    ---------

INCOME (LOSS) BEFORE INCOME TAXES                                                     18,751     (19,689)      27,123

INCOME TAX PROVISION (BENEFIT) (Note 11)                                               7,972      (2,772)      12,986
                                                                                   ---------   ---------    ---------

NET INCOME (LOSS)                                                                  $  10,779   $ (16,917)   $  14,137
                                                                                   =========   =========    =========
</TABLE>

See notes to consolidated financial statements.


                                      F-3
<PAGE>   44

TRANSDIGM HOLDING COMPANY

CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY (DEFICIENCY)
(In Thousands of Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                               COMMON                            ACCUMULATED
                                               STOCK             RETAINED          OTHER
                                            (VOTING AND         EARNINGS       COMPREHENSIVE
                                           CLASS A SHARES)      (DEFICIT)       INCOME (LOSS)        TOTAL

<S>                                          <C>               <C>               <C>               <C>
BALANCE, OCTOBER 1, 1997                     $  24,352         $  (1,237)        $    (502)        $  22,613
                                                                                                   ---------

Comprehensive Income:
  Net income                                                      14,137                              14,137
  Other comprehensive loss                                                            (252)             (252)
                                                                                                   ---------
           Comprehensive income                                                                       13,885

Purchase of common stock                           (71)                                                  (71)
                                             ---------         ---------         ---------         ---------

BALANCE, SEPTEMBER 30, 1998                     24,281            12,900              (754)           36,427
                                                                                                   ---------

Comprehensive Loss:
  Net loss                                                       (16,917)                            (16,917)
  Other comprehensive income                                                           272               272
                                                                                                   ---------
           Comprehensive loss                                                                        (16,645)

Issuance of common stock                       100,652                                               100,652

Payment of consideration in
  recapitalization                             (22,808)         (224,356)                           (247,164)

Purchase of common stock                           (28)                                                  (28)

Adjustment of redeemable common stock                               (864)                               (864)
                                             ---------         ---------         ---------         ---------

BALANCE, SEPTEMBER 30, 1999                    102,097          (229,237)             (482)         (127,622)
                                                                                                   ---------

Comprehensive income:
  Net income                                                      10,779                              10,779
  Other comprehensive income                                                            32                32
                                                                                                   ---------
           Comprehensive income                                                                       10,811

Exercise of stock options                          274                                                   274

Income tax benefit from exercise of
  stock options and purchase of
  common stock                                     460                                                   460

Adjustment of redeemable common stock             (675)           (1,657)                             (2,332)
                                             ---------         ---------         ---------         ---------

BALANCE, SEPTEMBER 30, 2000                  $ 102,156         $(220,115)        $    (450)        $(118,409)
                                             =========         =========         =========         =========
</TABLE>

See notes to consolidated financial statements.


                                      F-4
<PAGE>   45

TRANSDIGM HOLDING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             Year Ended September 30,
                                                                  -------------------------------------------
                                                                      2000             1999             1998

<S>                                                               <C>              <C>              <C>
OPERATING ACTIVITIES:
  Net income (loss)                                               $ 10,779         $(16,917)        $ 14,137
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
    Depreciation                                                     4,669            4,311            4,029
    Amortization of intangibles                                      1,843            2,063            2,438
    Amortization of debt issue costs                                 1,705            2,165              267
    Interest deferral on Holdings PIK Notes                          2,639            2,000
    Warrant put value adjustment                                                                       6,540
    Deferred income taxes                                            1,684           (1,078)            (341)
    Changes in assets and liabilities, net of effects from
      acquisition of businesses (Note 2):
      Accounts receivable                                           (3,970)          (5,234)            (821)
      Inventories                                                   (2,337)            (842)            (870)
      Refundable income taxes                                        1,323
      Prepaid expenses and other assets                               (679)          (2,500)             148
      Accounts payable                                                 191             (744)             392
      Accrued and other liabilities                                 (1,542)             557           (2,464)
                                                                  --------         --------         --------

    Net cash provided by (used in) operating activities             16,305          (16,219)          23,455
                                                                  --------         --------         --------

INVESTING ACTIVITIES:
  Capital expenditures                                              (4,368)          (3,043)          (5,061)
  Acquisition of Christie Electric Corp. (Note 2)                   (2,400)
  Acquisition of ZMP, Inc. (Note 2)                                  1,648          (41,556)
  Marathon Power Technologies Company
    purchase price adjustment                                                                            766
                                                                  --------         --------         --------

    Net cash used in investing activities                           (5,120)         (44,599)          (4,295)
                                                                  --------         --------         --------
</TABLE>


                                                                     (Continued)

                                       F-5

<PAGE>   46

TRANSDIGM HOLDING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              Year Ended September 30,
                                                                  ---------------------------------------------
                                                                    2000              1999              1998

<S>                                                                  <C>                  <C>               <C>
FINANCING ACTIVITIES:
  Proceeds from subordinated notes, net of fees of $6,868                             118,132
  Proceeds from new credit facility, net of fees of $5,361                            118,639
  Proceeds from Holdings PIK Notes and common stock,
    net of fees of $341                                                                19,659
  Payment of consideration in recapitalization -
    common stock and warrants                                                        (263,896)
  Proceeds from exercise of stock options and issuance
    of common stock, including redeemable common stock                  295           100,998
  Repayment of term loans and subordinated notes                     (7,595)          (49,443)           (5,000)
  Purchase of common stock, including
    redeemable common stock                                          (2,305)              (28)              (71)
                                                                  ---------         ---------         ---------

    Net cash provided by (used in) financing activities              (9,605)           44,061            (5,071)
                                                                  ---------         ---------         ---------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                                1,580           (16,757)           14,089

CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                                   2,729            19,486             5,397
                                                                  ---------         ---------         ---------

CASH AND CASH EQUIVALENTS, END OF YEAR                            $   4,309         $   2,729         $  19,486
                                                                  =========         =========         =========

SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION:
  Cash paid during the year for interest                          $  23,955         $  14,955         $   3,640
                                                                  =========         =========         =========

  Cash paid during the year for income taxes                      $   5,004         $   1,195         $  13,490
                                                                  =========         =========         =========
</TABLE>


See notes to consolidated financial statements.                      (Concluded)



                                      F-6
<PAGE>   47


TRANSDIGM HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998

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

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 Aerospace") (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 Aerospace (see Note
      2).

      In connection with the Merger, the Company incurred a one-time charge of
      approximately $40 million during the year 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.



                                      F-7
<PAGE>   48

2.    ACQUISITIONS

      ZMP, INC. AND ADAMS RITE AEROSPACE, INC. - On April 23, 1999, TransDigm
      acquired all of the outstanding common stock of ZMP, 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. During the year ended September 30, 2000, the
      Company received a purchase price adjustment of $1.6 million, net of
      expenses. As a result of the acquisition, ZMP and Adams Rite Aerospace
      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 accompanying fiscal
      1999 consolidated financial statements from the effective date of the
      acquisition. The purchase price (including related expenses) was allocated
      based on a determination of estimated fair values at the date of the
      acquisition as follows (in thousands):

<TABLE>
<CAPTION>
<S>                                                                                 <C>
Current assets                                                                      $ 18,218
Property and equipment                                                                 4,739
Goodwill                                                                              23,971
Other assets                                                                             382
Current liabilities                                                                   (6,494)
Other liabilities                                                                       (451)
                                                                                    --------
Net                                                                                 $ 40,365
                                                                                    ========
</TABLE>

      Goodwill 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 following periods ended September 30 (in thousands):

<TABLE>
<CAPTION>
                                                                                     1999            1998

<S>                                                                                   <C>             <C>
Net sales                                                                             $ 151,624       $ 146,920

Income from operations                                                                    1,913          40,069

Net income (loss)                                                                       (18,646)         13,867
</TABLE>

      The consolidated pro-forma operating loss for the year ended September 30,
      1999 includes the following charges recognized by Adams Rite Aerospace
      prior to the acquisition: (1) $1.4 million ($.84 million after tax) for
      compensation expense recognized in connection with a common stock warrant
      granted to its former chief executive officer and (2) $.8 million ($.8
      million after tax) for 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 periods presented and is not intended to be a
      projection of future results.

      CHRISTIE ELECTRIC CORP. - On March 8, 2000, Marathon acquired all of the
      issued and outstanding common shares of Christie Electric Corp.
      ("Christie") for $2.4 million. The Company accounted for the acquisition
      as a purchase and included the results of operations of Christie, which
      are not material to the Company's consolidated results of operations, in
      its fiscal 2000 consolidated financial statements from the effective date
      of acquisition. Goodwill of $1.8 million, which resulted from the
      acquisition, is being amortized on a straight-line basis over forty years.



                                      F-8
<PAGE>   49

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      CONSOLIDATION - The accompanying consolidated financial statements include
      the accounts of TransDigm Holding Company and subsidiaries. All
      significant intercompany balances and transactions have been eliminated.

      REVENUE RECOGNITION - Revenue is recognized when products are shipped to
      the customer. Any anticipated losses on contracts are charged to earnings
      when identified.

      CASH EQUIVALENTS - The Company considers all highly liquid investments
      with a maturity of three months or less when purchased to be cash
      equivalents.

      ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS - The Company reserves for amounts
      determined to be uncollectible based on specific identification and
      historical experience.

      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. Provision for potentially obsolete or
      slow-moving inventory is made based on management's analysis of inventory
      levels and future sales forecasts. In accordance with industry practice,
      all inventories are classified as current assets even though a portion of
      the inventories is not expected to be realized within one year.

      PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are stated
      at cost. Depreciation is computed using the straight-line method at rates
      based on the estimated useful lives of the assets.

      DEBT ISSUE COSTS AND DISCOUNTS - The cost of obtaining financing as well
      as debt discounts are amortized using the interest method over the
      respective terms of the related debt issues.

      INTANGIBLE ASSETS - Intangible assets are amortized on a straight-line
      basis over their respective estimated useful lives ranging from 5 to 40
      years. The Company assesses the recoverability of intangibles by
      determining whether the amortization over the remaining life can be
      recovered through projected, undiscounted, future operations.

      INCOME TAXES - The Company accounts for income taxes using an asset and
      liability approach. Deferred taxes are recorded for the difference between
      the book and tax basis of various assets and liabilities.

      PRODUCT WARRANTY COSTS - The Company generally provides a one year
      warranty on certain products beginning on the date the product is
      installed on an aircraft. A provision for estimated sales returns and the
      cost of repairs is recorded at the time of sale and periodically adjusted
      to reflect actual experience.

      PUT WARRANTS - Prior to their redemption in connection with the Merger
      (see Note 1), the Company recorded a liability for the estimated put value
      of its outstanding warrants to purchase common stock and recognized in
      earnings any changes in the estimated put value.

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

      COMPREHENSIVE INCOME - The Company's accumulated other comprehensive
      income, consisting principally of its minimum pension liability
      adjustment, is reported separately in the accompanying consolidated
      balance sheets and statements of changes in stockholders' equity
      (deficiency), net of taxes of $317,000, $390,000 and $521,000 at September
      30, 2000, 1999 and 1998, respectively.

      SEGMENT REPORTING - The Company's principal business, aircraft component
      supplier, is reported as one segment. In addition, substantially all of
      the Company's operations are located within the United States.



                                      F-9
<PAGE>   50

4.    SALES AND ACCOUNTS RECEIVABLE

      SALES - The Company's sales and receivables are concentrated in the
      aircraft industry. The Company's customers consist primarily of original
      equipment manufacturers of aircraft and aircraft subassemblies, commercial
      airlines, distributors, and various agencies of the United States
      government, including the U.S. military.

      Information concerning the Company's net sales by its principal product
      categories is as follows for the years ended September 30 (in thousands):

<TABLE>
<CAPTION>
                                                               2000            1999            1998

<S>                                                          <C>             <C>             <C>
AeroControlex Division (principally mechanical

  controls, valves, compressors, and pumps)                  $ 44,633        $ 47,592        $ 43,363

AdelWiggins Division (principally connectors, clamps,
  service systems, heaters and hoses)                          44,191          47,418          44,637

Marathon Division (principally batteries and

  static inverters)                                            22,642          20,945          22,868

Adams Rite Aerospace Division (principally
   faucets, oxygen systems, hardware and
   electromechanical controls)                                 38,991          14,863
                                                             --------        --------        --------

Total                                                        $150,457        $130,818        $110,868
                                                             ========        ========        ========
</TABLE>

      For the year ended September 30, 2000, two customers represented
      approximately 10% and 9%, respectively, of the Company's net sales. Two
      customers represented approximately 15% and 14%, respectively, of the
      Company's net sales during the year ended September 30, 1999 and two
      customers represented approximately 20% and 14% of the Company's net sales
      for the year ended September 30, 1998. Export sales to customers,
      primarily in Western Europe, were $36.2 million in 2000, $30.7 million in
      1999, and $17.8 million in 1998.

      ACCOUNTS RECEIVABLE - Accounts receivable consist of the following at
      September 30 (in thousands):

<TABLE>
<CAPTION>
                                                               2000             1999

<S>                                                        <C>              <C>
Due from U.S. government or prime contractors under
  U.S. government programs                                 $  4,571         $  2,033
Commercial customers                                         22,596           20,807
Allowance for uncollectible accounts                           (371)            (441)
                                                           --------         --------

Accounts receivable - net                                  $ 26,796         $ 22,399
                                                           ========         ========
</TABLE>

      Approximately 11% of the Company's receivables at September 30, 2000 were
      due from one customer and approximately 17% of the receivables were due
      from entities, which principally operate outside of the United States.
      Credit is extended based on an evaluation of each customer's financial
      condition and collateral is generally not required.


                                      F-10
<PAGE>   51

5.    INVENTORIES

      Inventories consist of the following at September 30 (in thousands):

                                                     2000             1999

Work-in-progress and finished goods                $ 20,995         $ 18,892
Raw materials and purchased component parts          18,325           17,435
                                                   --------         --------
          Total                                      39,320           36,327
Reserve for excess and obsolete inventory            (6,431)          (7,110)
                                                   --------         --------

Inventories - net                                  $ 32,889         $ 29,217
                                                   ========         ========



6.    PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment consist of the following at September 30 (in
      thousands):

                                                     2000             1999

Land and improvements                              $  4,720         $  4,691
Buildings and improvements                           10,687           10,404
Machinery and equipment                              30,437           28,211
Furniture and fixtures                                4,220            3,222
Construction in progress                              1,014              274
                                                   --------         --------
          Total                                      51,078           46,802
Accumulated depreciation                            (26,049)         (21,380)
                                                   --------         --------

Property, plant and equipment - net                $ 25,029         $ 25,422
                                                   ========         ========



7.    INTANGIBLE ASSETS

      Intangible assets, net of accumulated amortization, consist of the
      following at September 30 (in thousands):

                                                     2000             1999

Goodwill                                            $56,176          $57,284
Technology and other                                    781            1,271
                                                    -------          -------

Total                                               $56,957          $58,555
                                                    =======          =======



      Accumulated amortization of intangibles was $20.3 million at September 30,
      2000 and $18.5 million at September 30, 1999.

8.    ACCRUED LIABILITIES

      Accrued liabilities consist of the following at September 30 (in
      thousands):


                                                     2000             1999

Compensation and related benefits                   $ 5,281          $ 5,260
Interest                                              4,857            4,593
Estimated losses on uncompleted contracts             1,900            2,809
Sales returns and repairs                             1,467            1,841
Other                                                 1,955            1,216
                                                    -------          -------

Total                                               $15,460          $15,719
                                                    =======          =======


                                      F-11
<PAGE>   52


9.    DEBT

      SUMMARY - The Company's long-term debt consists of the following at
      September 30 (in thousands):

                                    2000              1999

Term loans                       $ 111,962         $ 119,557
Senior Subordinated Notes          125,000           125,000
Holdings PIK Notes                  24,639            22,000
                                 ---------         ---------
           Total debt              261,601           266,557
Current maturities                 (10,953)           (7,595)
                                 ---------         ---------

Long-term portion                $ 250,648         $ 258,962
                                 =========         =========

      REVOLVING CREDIT, SWING LINE, AND TERM LOANS - In connection with the
      Merger (see Note 1) and the acquisition of ZMP and Adams Rite (see Note
      2), TransDigm repaid its existing term loans and obtained a new $154
      million Senior Credit Facility with a group of financial institutions,
      which consists of (1) a $30 million revolving credit line (including $3
      million of available swing line loans) maturing in 2004 and (2) a term
      loan facility in the aggregate of $124 million, consisting of a $62
      million Tranche A Facility maturing in 2004 and a $62 million Tranche B
      Facility maturing in 2006. At September 30, 2000, the Company had $30
      million of borrowings (the entire revolving credit line) available under
      the credit facility.

      The interest rate for the 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 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
      interest rate on outstanding borrowings at September 30, 2000 ranged from
      9.625% to 10.125%.

      All obligations under the Senior Credit Facility are guaranteed by
      Holdings and each of the subsidiaries, direct and indirect, of TransDigm.
      The indebtedness outstanding under the Senior Credit Facility is secured
      by a pledge of the stock of TransDigm and all of its domestic subsidiaries
      and a perfected lien and security interest in assets other than real
      estate (tangible and intangible) of TransDigm, its direct and indirect
      subsidiaries and Holdings. The agreement also contains a number of
      restrictive covenants that, among other things, restrict Holdings,
      TransDigm and their subsidiaries from various actions, including mergers
      and sales of assets, use of proceeds, granting of liens, incurrence of
      indebtedness, voluntary prepayment of indebtedness, capital expenditures,
      payment of dividends, business activities, investments and acquisitions,
      and transactions with affiliates. The agreement also requires the Company
      to comply with certain financial covenants pertaining to earnings,
      interest coverage and leverage. The Company is in compliance with all
      financial covenants of the Senior Credit Facility as of September 30,
      2000. The maturities of the Company's term loans by fiscal year are as
      follows: $11 million in both 2001 and 2002, $14.4 million in 2003, $13.8
      million in 2004, $32.6 million in 2005 and $29.2 million thereafter.

      SENIOR SUBORDINATED NOTES - TransDigm's Senior Subordinated Notes (the
      "Notes") bear interest at an annual rate of 10 3/8%, maturing on December
      1, 2008, and are unsecured obligations of TransDigm ranking subordinate to
      the Company's senior debt, as defined in the note agreement. Up to 35% of
      the Notes are redeemable by TransDigm prior to December 1, 2001 with the
      proceeds of an equity offering. The Notes are also redeemable after
      December 1, 2003, in whole or in part, at specified redemption prices,
      which decline over the remaining term of the Notes. If a change in control
      of the Company occurs, the holders of the Notes will have the right to
      demand that the Company redeem the Notes at a purchase price equal to 101%
      of the principal amount of the Notes plus accrued interest. The Notes
      contain many of the same restrictive covenants included in the Senior
      Credit Facility. The Company is in compliance with all financial covenants
      of the Notes as of September 30, 2000.


                                      F-12
<PAGE>   53


      HOLDINGS PIK NOTES - In connection with the Merger (see Note 1), Holdings
      issued $20 million of pay-in-kind notes due 2009 ("Holdings PIK Notes" or
      "PIK Notes"). The PIK Notes are unsecured obligations of Holdings, which
      has no significant assets or operations. Interest on the PIK Notes is
      accrued at an annual fixed rate of 12% and is payable semi-annually in the
      form of additional PIK Notes through December 2003. Thereafter, cash
      interest is payable semi-annually commencing in the year 2004. The PIK
      Notes are redeemable by Holdings prior to their maturity under certain
      circumstances and contain many of the same restrictive covenants included
      in the Notes and Senior Credit Facility. The Company is in compliance with
      all financial covenants of the PIK Notes as of September 30, 2000.

10.   RETIREMENT PLANS

      The Company has two non-contributory defined benefit pension plans which
      together cover all of its union employees. The plans provide benefits of
      stated amounts for each year of service. The Company's funding policy is
      to contribute actuarially determined amounts allowable under Internal
      Revenue Service regulations. The plans' assets consist primarily of
      guaranteed investment contracts with an insurance company.

      Financial information for the defined benefit plans is provided below (in
      thousands):

<TABLE>
<CAPTION>
                                                                       YEARS ENDED
                                                                      SEPTEMBER 30,
                                                                -----------------------
                                                                 2000            1999

<S>                                                             <C>             <C>
CHANGE IN BENEFIT OBLIGATION:
  Benefit obligation, beginning of year                         $ 4,841         $ 4,969
  Service cost                                                       87              83
  Interest cost                                                     333             319
  Benefits paid                                                    (261)           (252)
  Change in actuarial assumptions                                    34            (278)
                                                                -------         -------

  Benefit obligation, end of year                               $ 5,034         $ 4,841
                                                                =======         =======

CHANGE IN PLAN ASSETS:

  Fair value of plan assets, beginning of year                  $ 3,381         $ 2,817
  Actual return on plan assets                                      220             223
  Employer contribution                                             506             593
  Benefits paid                                                    (261)           (252)
                                                                -------         -------

  Fair value of plan assets, end of year                        $ 3,846         $ 3,381
                                                                =======         =======

AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS AT
  SEPTEMBER 30 CONSIST OF:                                         2000            1999

  Intangible assets                                             $  (267)        $  (208)
  Accrued liabilities                                               500             600
  Non-current portion of accrued pension costs                      688             861
  Accumulated other comprehensive loss                             (793)           (872)
                                                                -------         -------

  Net amount recognized                                         $   128         $   381
                                                                =======         =======
</TABLE>


                                      F-13
<PAGE>   54
<TABLE>
<CAPTION>

                                                                  2000        1999

WEIGHTED-AVERAGE ASSUMPTIONS AS OF SEPTEMBER 30:
<S>                                                            <C>        <C>
  Discount rate                                                   7.0%        7.0%
  Expected return on plan assets                                  6.0%        6.0%
</TABLE>

<TABLE>
<CAPTION>
                                                   YEARS ENDED SEPTEMBER 30,
                                            ----------------------------------
                                                     2000         1999        1998
Components of net periodic benefit cost:
<S>                                                 <C>        <C>        <C>
  Service cost                                         $  87       $  83       $  86
  Interest cost                                          333         319         306
  Expected return on plan assets                        (210)       (177)       (190)
  Net amortization and deferral                           71          70          94
                                                       -----       -----       -----

  Net periodic pension cost                            $ 281       $ 295       $ 296
                                                       =====       =====       =====
</TABLE>


      The Company also sponsors certain defined contribution employee savings
      plans that cover substantially all of the Company's non-union employees.
      Under the plans, the Company contributes a percentage of employee
      compensation and matches a portion of employee contributions. The cost
      recognized for such contributions under these plans for the years ended
      September 30, was approximately $1.2 million, $.7 million, and $.6 million
      in 2000, 1999 and 1998, respectively.

11.   INCOME TAXES

      The provision (benefit) for income taxes consists of the following for the
      years ended September 30 (in thousands):
<TABLE>
<CAPTION>

                                                     2000         1999        1998

<S>                                                 <C>       <C>         <C>
Current                                             $  6,288    $ (1,694)   $ 13,327
Deferred                                               1,545        (481)       (341)
Net operating loss carryforward -
  state and local income taxes                           139        (597)        --
                                                    --------   ---------    --------

Total                                               $  7,972    $ (2,772)  $  12,986
                                                    ========    =========  =========
</TABLE>



      The difference between the provision (benefit) for income taxes at the
      federal statutory income tax rate and the tax shown in the consolidated
      statements of operations for the years ended September 30 are as follows
      (in thousands):

<TABLE>
<CAPTION>
                                                     2000         1999        1998

<S>                                                 <C>         <C>         <C>
Tax at statutory rate of 35% (34% in 1999 and 1998) $  6,563    $ (6,694)   $  9,493
State and local income taxes                             700         (56)      1,053
Nondeductible merger expenses                                      4,290
Nondeductible warrant put value adjustment                                     2,289
Benefit from foreign sales corporation                  (363)       (615)       (349)
Nondeductible goodwill amortization
  and interest expense                                   711         526         353
Other - net                                              361        (223)        147
                                                    --------    --------    --------

Provision (benefit) for income taxes                $  7,972    $ (2,772)   $ 12,986
                                                    ========    ========    ========
</TABLE>


                                      F-14
<PAGE>   55


      The components of the deferred tax assets at September 30 consist of the
      following (in thousands):

<TABLE>
<CAPTION>
                                                                      2000       1999

<S>                                                                  <C>        <C>
CURRENT ASSET:
  Inventory                                                          $ 1,921    $ 2,200
  Estimated losses on uncompleted contracts                              741      1,143
  Employee benefits                                                    1,343      1,379
  Sales returns and repairs                                              456        697
  Other accrued liabilities                                              736        598
  Net operating loss carryforwards -
    state and local income taxes (expiring from 2004 through 2014)       460        597
                                                                     -------    -------

Total                                                                $ 5,657    $ 6,614
                                                                     =======    =======

NON-CURRENT ASSET:
  Intangible assets                                                  $ 3,202    $ 3,639
  Retirement and other accrued obligations                             1,120      1,215
  Holdings PIK Notes interest                                          1,689        680
  Property, plant and equipment                                       (1,562)      (914)
                                                                     -------    -------

Total                                                                $ 4,449    $ 4,620
                                                                     =======    =======
</TABLE>

12.   COMMON STOCK AND OPTIONS

      COMMON STOCK - Authorized capital stock of the Company consists of
      900,000 shares of common stock (voting), par value $.01 per share and
      100,000 shares of Class A (non-voting) common stock. The total number of
      shares of voting common stock outstanding at September 30, 2000 and 1999
      was 119,824 and 121,195, respectively. No shares of Class A (non-voting)
      common stock were outstanding at September 30, 2000 and 1999. Common
      stock issued to management personnel is subject to the Management
      Shareholders' Agreement which provides management shareholders the right
      (a "put") to require the Company to repurchase their shares of common
      stock under certain conditions at fair market value. Accordingly, the
      estimated put value of the outstanding shares of voting common stock held
      by management (1,162 and 1,270 shares at September 30, 2000 and 1999,
      respectively) has been classified as redeemable common stock in the
      accompanying consolidated balance sheets.

      The Company issued 101,503* shares of common stock (voting) principally to
      Odyssey in connection with the Merger in 1999 (see Note 1).

      The Company also repurchased common stock (voting and non-voting Class A),
      principally as a result of the Merger in 1999 (see Note 1) and from
      terminated employees in 1998, as follows (dollars in thousands):

                         YEARS ENDED SEPTEMBER 30,
                     ------------------------------
                       2000       1999       1998

Number of shares*                231,448        175
                     ========   ========   ========

Acquisition costs*              $247,192   $     71
                     ========   ========   ========

* - Excluding put warrants and redeemable common stock.


                                      F-15
<PAGE>   56


      STOCK OPTIONS - The Company has certain stock option plans for its
      employees. The options generally vest upon the earlier of: (1) the
      occurrence of certain events such as the achievement of certain earnings
      targets or a change in the control of the Company or (2) certain specified
      dates in the option agreements. The options are not exercisable more than
      ten years after the date the options are granted. A summary of the status
      of the Company's stock option plans as of September 30, 2000, 1999, and
      1998 and changes during the years then ended is presented below:

<TABLE>
<CAPTION>
                                           2000                        1999                         1998
                               --------------------------- ---------------------------- ------------------------
                                              WEIGHTED-                   WEIGHTED-                   WEIGHTED-
                                              AVERAGE                      AVERAGE                     AVERAGE
                                              EXERCISE                     EXERCISE                   EXERCISE
                                  SHARES       PRICE          SHARES        PRICE          SHARES       PRICE
<S>                                  <C>          <C>            <C>           <C>            <C>         <C>
Outstanding at beginning
  of year                          30,399       $ 623          37,467        $  158         37,467      $ 158
Granted                             1,695       1,180          15,115         1,040
Exercised/cancelled
  (see Note 1)                     (2,563)        864         (22,183)          121
                                  -------                     -------                      -------

Outstanding at end of year         29,531         634          30,399           623         37,467        158
                                  =======                     =======                      =======

Exercisable at end of year         16,516         300          17,084           298         19,670        113
                                  =======                     =======                      =======
</TABLE>

      The following table summarizes information about stock options outstanding
at September 30, 2000:

<TABLE>
<CAPTION>
                                                                            OPTIONS OUTSTANDING
                                                              ------------------------------------------------
                                                                                WEIGHTED-AVERAGE
                            EXERCISE                                NUMBER          REMAINING           NUMBER
                              PRICES                             OUTSTANDING    CONTRACTUAL LIFE     EXERCIEABLE

<S>                                                                  <C>              <C>               <C>
                               $ 100                                 7,002            3.8               7,002
                                 154                                   172            4.8                 172
                                 200                                 1,245            5.5               1,245
                                 335                                 6,297            6.5               6,297
                               1,040                                13,120            8.6               1,800
                               1,180                                 1,695            9.8                  -
                                                                    ------                             ------
                                                                    29,531                             16,516
                                                                    ======                             ======
</TABLE>

      At September 30, 2000, 4,175 remaining options were available for award
      under the Company's stock option plans.

      The Company applies Accounting Principles Board Opinion No. 25 and related
      interpretations in accounting for its stock option plans. No compensation
      cost has been recognized for its stock option plans. 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 Statement No. 123 of the FASB, the Company's net
      income for the year ended September 30, 2000 would have been reduced by
      approximately $146,000. The Company's net loss for the year ended
      September 30, 1999 would have increased by approximately $301,000 and the
      Company's net income for the year ended September 30, 1998 would have been
      reduced by $115,000.

      The weighted average fair value of options granted during the years ended
      September 30, 2000, 1999 and 1998 was $399, $383 and $126, respectively.
      The fair value of the options granted was estimated on the date of grant
      using the Black-Scholes option-pricing model with the following
      assumptions: risk-free interest rates ranging from 5.40% to 6.85%,
      expected life of approximately seven years, expected volatility and
      dividend yield of 0%.



                                      F-16
<PAGE>   57

13.   LEASES

      The Company leases office space for its corporate headquarters and one of
      its divisions. The Company also leases the manufacturing facility utilized
      by Adams Rite. The office space lease requires rental payments of
      approximately $200,000 per year through 2004. TransDigm may also be
      required to share in the operating costs of the facility under certain
      conditions. The Adams Rite facility lease requires rental payments ranging
      from $540,000 to $780,000 through December 2012. TransDigm also has
      commitments under operating leases for vehicles and equipment. Rental
      expense was $978,000 in 2000, $688,000 in 1999, and $599,000 in 1998.
      Future, minimum rental commitments at September 30, 2000 under operating
      leases having initial or remaining non-cancelable lease terms exceeding
      one year are $947,000 in 2001, $899,000 in 2002, $840,000 in 2003,
      $797,000 in 2004, $631,000 in 2005, and $5,176,000 thereafter.

14.   FAIR VALUE OF FINANCIAL INSTRUMENTS

      The Company has various financial instruments, including cash and cash
      equivalents, accounts receivable and payable, accrued liabilities and
      long-term debt. The carrying value of the Company's cash and cash
      equivalents, accounts receivable and payable, and accrued liabilities
      approximates their fair value due to the short-term maturities of these
      assets and liabilities. The Company also believes that the aggregate fair
      value of its term loans approximates its carrying amount because the
      interest rates on the debt are reset on a frequent basis to reflect
      current market rates. The fair value of the Company's Senior Subordinated
      Notes approximated $106 million at September 30, 2000 based upon quoted
      market prices. A determination of the fair value of the Holdings PIK Notes
      is not considered practicable because they are held by a related party
      (see Note 1) and are not publicly traded.

15.   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 a $2 million escrow was previously funded in
      connection with the Company's acquisition of Marathon 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.

      During September 1998, the former owner of Marathon filed a lawsuit
      against the Company to release the environmental escrow alleging that the
      Company had violated the requirements of the Stock Purchase Agreement
      relating to the investigation of the presence of certain contaminants at
      the Waco, Texas facility. The Company has filed counter claims against the
      seller and the ultimate outcome of this matter cannot presently be
      determined.

      OTHER - While the Company is currently involved in certain legal
      proceedings, management believes the results of these proceedings will not
      have a material effect on the financial condition, results of operations
      or cash flows of the Company. During the ordinary course of business, the
      Company is from time to time threatened with, or may become a party to,
      legal actions and other proceedings. The Company believes that its
      potential exposure to such legal actions is adequately covered by its
      aviation product and general liability insurance.



                                      F-17
<PAGE>   58

16.      QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED
                                             ------------------------------------------------------------------
                                                 DECEMBER 31      MARCH 31         JUNE 30       SEPTEMBER 30
                                                                         (IN THOUSANDS)
<S>                                                 <C>             <C>             <C>              <C>
YEAR ENDED SEPTEMBER 30, 2000
  Net sales                                         $ 33,734        $ 36,434        $ 40,233         $ 40,056
  Gross profit                                        15,599          16,609          18,179           17,877
  Net income                                           2,100           2,717           3,429            2,533

                                                                       THREE MONTHS ENDED
                                             ------------------------------------------------------------------
                                                JANUARY 1        APRIL 2         JULY 2        SEPTEMBER 30
                                                                          (IN THOUSANDS)
YEAR ENDED SEPTEMBER 30, 1999
  Net sales                                         $ 28,194        $ 31,129        $ 36,438         $ 35,057
  Gross profit                                        13,257          15,136          16,688           15,786
  Net income (loss)                                  (24,824)          2,958           2,436            2,513
</TABLE>


17.   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. The implementation of this
      standard will not have a significant impact on the Company's reported
      financial condition or results of operations.

                                   * * * * * *


                                      F-18
<PAGE>   59


INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of
TransDigm Holding Company

We have audited the consolidated balance sheets of TransDigm Holding Company and
its subsidiaries (the "Company") as of September 30, 2000 and 1999, and the
related consolidated statements of operations, changes in stockholders' equity
(deficiency) and of cash flows for each of the three years in the period ended
September 30, 2000 and have issued our report thereon dated November 10, 2000;
such consolidated financial statements and report are included on pages F-1
through F-18 of this Form 10-K. Our audits also included the consolidated
financial statement schedule of the Company, shown on page F-20. This
consolidated financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such consolidated financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

DELOITTE & TOUCHE LLP

Cleveland, Ohio
November 10, 2000



                                      F-19
<PAGE>   60

TRANSDIGM HOLDING COMPANY

VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998
(in thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
               COLUMN A                       COLUMN B                     COLUMN C                         COLUMN D     COLUMN E
                                                           ------------------------------------------
                                                                          ADDITIONS
                                                           ------------------------------------------
                                             BALANCE AT      CHARGED TO                                    DEDUCTIONS   BALANCE AT
                                            BEGINNING OF     COSTS AND      CHRISTIE           ZMP            FROM          END OF
              DESCRIPTION                    PERIOD           EXPENSES     ACQUISITION     ACQUISITION    RESERVE (1)     PERIOD
<S>                                         <C>              <C>           <C>             <C>             <C>           <C>
Year Ended September 30, 2000:
  Allowance for doubtful accounts                $ 441           $ 60          $ 20                           $ 150           $ 371
  Reserve for excess and
    and obsolete inventory                       7,110            684           100                           1,463           6,431
  Sales returns and repairs                      1,841           (267)          100                             207           1,467
  Environmental                                    157             35            17                             162              47

Year Ended September 30, 1999:
  Allowance for doubtful accounts                  265             35                          $ 150              9             441
  Reserve for excess and
    and obsolete inventory                       4,335           (437)                         2,583           (629)          7,110
  Sales returns and repairs                      1,391            392                            828            770           1,841
  Environmental                                    280            (42)                                           81             157

Year Ended September 30, 1998:
  Allowance for doubtful accounts                  503           (165)                                           73             265
  Reserve for excess and
    and obsolete inventory                       3,771            773                                           209           4,335
  Sales returns and repairs                      1,797            273                                           679           1,391
  Environmental                                    683           (158)                                          245             280
</TABLE>

(1)    For the allowance for doubtful accounts and reserve for excess and
       obsolete inventory, the amounts in this column represent charge-offs net
       of recoveries. For the sales returns and repairs and environmental
       accrued liabilities, the amounts primarily represent expenditures charged
       against liabilities.


                                      F-20
<PAGE>   61


                                  EXHIBIT INDEX
                TO FORM 10K FOR THE YEAR ENDED SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
EXHIBIT NO.                                         DESCRIPTION                                                   PAGE

<S>                                     <C>                                                                   <C>
      12.1                              Computation of Ratio of Earnings to Fixed Charges                          i

      12.2                              Ratio of EBITDA (As Defined) to Interest Expense                          ii

      12.3                              Ratio of EBITDA (As Defined) to Interest Expense (As Defined)            iii

      12.4                              Ratio of Total Debt to EBITDA (As Defined)                                iv

      24.1                              Power of Attorney - TransDigm Holding Company                              v

      24.2                              Power of Attorney - TransDigm Inc.                                        vi

      24.3                              Power of Attorney - Marathon Power Technologies Company                  vii

      24.4                              Power of Attorney - ZMP, Inc.                                           viii

      24.5                              Power of Attorney - Adams Rite Aerospace, Inc.                            ix

      27                                Financial Data Schedule                                                    x
</TABLE>


                                      F-21