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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

XQuarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended January 25, 2003, or

Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the transition period fromto.

Commission file number 333-38223

ARGO-TECH CORPORATION
(Exact name of registrant as specified in its charter)

|                                                                             |  |                                                
|---------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization)      |  | 31-1521125
(I.R.S. employer
identification no.)
|                                                                             |  |                                                
|23555 Euclid Avenue
Cleveland, Ohio
(Address of principal executive offices) |  | 44117
(Zip code)                               

(216) 692-6000
(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. XYES NO



| |                                                                                                
| | -----------------------------------------------------------------------------------------------
| | All of the outstanding capital stock of the registrant is held by
AT Holdings Corporation.     
|
| | As of March 1, 2003, 1 share of the registrants common stock,
$.01 par value, was outstanding.





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TABLE OF CONTENTS



|                                              |                                                                                                |                                              |  |  |  |  |  | 
|--------------------------------------------- | ---------------------------------------------------------------------------------------------- | -------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION               
|                                              |                                                                                                | CONSOLIDATED BALANCE SHEETS                 
|                                              |                                                                                                | CONSOLIDATED STATEMENTS OF NET INCOME (LOSS)
|                                              |                                                                                                | CONSOLIDATED STATEMENTS OF CASH FLOWS       
|                                              |                                                                                                | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
|                                              | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|                                              | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                             
|                                              | ITEM 4. CONTROLS AND PROCEDURES                                                               
|PART II  OTHER INFORMATION                  
|                                              | Item 6  Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                                    
|CERTIFICATION                                
|EX-10.1 Amended and Restated Credit Agreement
|EX-99 Certification                          



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INDEX

|                                                                                               |                                                                                                                  |  |          |        | 
|---------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- |  | -------- | ------ | 
|                                                                                               |                                                                                                                  |  | Page No.
|PART I  FINANCIAL INFORMATION                                                                 |                                                                                                                  |  |          |       
|Item 1  Condensed Financial Statements                                                        |                                                                                                                  |  |          |       
|                                                                                               | Consolidated Balance Sheets as of January 25, 2003 and October 26, 2002                                          |  |          | 3      | 
|                                                                                               | Consolidated Statements of Net Income (Loss) for the 13 week periods ended
January 25, 2003 and January 26, 2002 |  |          | 4      | 
|                                                                                               | Consolidated Statements of Cash Flows for the 13 week periods ended
January 25, 2003 and January 26, 2002        |  |          | 5      | 
|                                                                                               | Notes to Consolidated Financial Statements                                                                       |  |          | 6 - 10 | 
|Item 2  Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                                                                                  |  | 10 - 13  |       
|Item 3  Quantitative and Qualitative Disclosure about Market Risk                             |                                                                                                                  |  | 14       |       
|Item 4  Controls and Procedures                                                               |                                                                                                                  |  | 14       |       
|PART II  OTHER INFORMATION                                                                    |                                                                                                                  |  |          |       
|Item 6  Exhibits and Reports on Form 8-K                                                      |                                                                                                                  |  | 14       |       
|Signature                                                                                      |                                                                                                                  |  | 15       |       
|Certifications                                                                                 |                                                                                                                  |  | 16-17    |       

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PART I  FINANCIAL INFORMATION

ARGO-TECH CORPORATION AND SUBSIDIARIES
(A Wholly-Owned Subsidiary of AT Holdings Corporation)

CONSOLIDATED BALANCE SHEETS
JANUARY 25, 2003 AND OCTOBER 26, 2002
(In thousands, except share data)

|                                                        |                                                                                       |                                         |         |             |         |      |         |         |         |  
|------------------------------------------------------- | ------------------------------------------------------------------------------------- | --------------------------------------- | ------- | ----------- | ------- | ---- | ------- | ------- | ------- | -
|                                                        |                                                                                       |                                         |         | 2003        |         | 2002
|                                                        |                                                                                       |                                         |         |             |         |     
|                                                        |                                                                                       |                                         |         | (Unaudited) |         |      |         |        
|ASSETS                                                  |                                                                                       |                                         |         |             |         |      |         |        
|CURRENT ASSETS:                                         |                                                                                       |                                         |         |             |         |      |         |        
|                                                        | Cash and cash equivalents                                                             |                                         | $       | 10,693      |         |      | $       | 17,769  |        
|                                                        | Receivables, net                                                                      |                                         |         | 20,698      |         |      |         | 24,550  |        
|                                                        | Income tax receivable                                                                 |                                         |         | 3,274       |         |      |         | 3,274   |        
|                                                        | Inventories                                                                           |                                         |         | 27,281      |         |      |         | 25,123  |        
|                                                        | Deferred income taxes and prepaid expenses                                            |                                         |         | 6,262       |         |      |         | 5,002   |        
|                                                        |                                                                                       |                                         |         |             |         |      |         |        
|                                                        |                                                                                       | Total current assets                    |         |             | 68,208  |      |         |         | 75,718  |  
|                                                        |                                                                                       |                                         |         |             |         |      |         |        
|PROPERTY AND EQUIPMENT, net of
accumulated depreciation |                                                                                       |                                         | 25,617  |             |         |      | 26,204  |        
|GOODWILL, net of accumulated amortization               |                                                                                       |                                         | 110,059 |             |         |      | 110,059 |        
|INTANGIBLE ASSETS, net of accumulated amortization      |                                                                                       |                                         | 37,477  |             |         |      | 38,331  |        
|DEFERRED FINANCING AND OTHER ASSETS                     |                                                                                       |                                         | 10,719  |             |         |      | 10,021  |        
|                                                        |                                                                                       |                                         |         |             |         |      |         |        
|Total Assets                                            |                                                                                       | $                                       | 252,080 |             |         | $    | 260,333 |        
|                                                        |                                                                                       |                                         |         |             |         |      |         |        
|LIABILITIES                                             |                                                                                       |                                         |         |             |         |      |         |        
|CURRENT LIABILITIES:                                    |                                                                                       |                                         |         |             |         |      |         |        
|                                                        | Current portion of long-term debt                                                     |                                         | $       | 9,000       |         |      | $       | 16,000  |        
|                                                        | Accounts payable                                                                      |                                         |         | 4,261       |         |      |         | 5,252   |        
|                                                        | Accrued liabilities                                                                   |                                         |         | 23,291      |         |      |         | 21,114  |        
|                                                        |                                                                                       |                                         |         |             |         |      |         |        
|                                                        |                                                                                       | Total current liabilities               |         |             | 36,552  |      |         |         | 42,366  |  
|                                                        |                                                                                       |                                         |         |             |         |      |         |        
|LONG-TERM DEBT, net of current maturities               |                                                                                       |                                         | 216,119 |             |         |      | 219,045 |        
|OTHER NONCURRENT LIABILITIES                            |                                                                                       |                                         | 21,617  |             |         |      | 21,720  |        
|                                                        |                                                                                       |                                         |         |             |         |      |         |        
|                                                        |                                                                                       | Total Liabilities                       |         |             | 274,288 |      |         |         | 283,131 |  
|                                                        |                                                                                       |                                         |         |             |         |      |         |        
|REDEEMABLE ESOP STOCK                                   |                                                                                       |                                         | 11,355  |             |         |      | 11,355  |        
|                                                        | Unearned ESOP stock                                                                   |                                         |         | (2,100      | )       |      |         | (2,520  | )      
|                                                        |                                                                                       |                                         |         |             |         |      |         |        
|                                                        |                                                                                       |                                         | 9,255   |             |         |      | 8,835   |        
|SHAREHOLDERS EQUITY/(DEFICIENCY)                       |                                                                                       |                                         |         |             |         |      |         |        
|                                                        | Common Stock, $.01 par value, authorized 3,000 shares;
1 share issued and outstanding |                                         |         |            |         |      |         |        |        
|                                                        | Paid-in capital                                                                       |                                         |         |            |         |      |         |        |        
|                                                        | Accumulated comprehensive loss                                                        |                                         |         | (3,173      | )       |      |         | (3,235  | )      
|                                                        | Accumulated deficit                                                                   |                                         |         | (28,290     | )       |      |         | (28,398 | )      
|                                                        |                                                                                       |                                         |         |             |         |      |         |        
|                                                        |                                                                                       | Total shareholders equity/(deficiency) |         |             | (31,463 | )    |         |         | (31,633 | )
|                                                        |                                                                                       |                                         |         |             |         |      |         |        
|Total Liabilities and Shareholders Equity/(Deficiency) |                                                                                       | $                                       | 252,080 |             |         | $    | 260,333 |        
|                                                        |                                                                                       |                                         |         |             |         |      |         |        

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

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ARGO-TECH CORPORATION AND SUBSIDIARIES
(A Wholly-Owned Subsidiary of AT Holdings Corporation)

CONSOLIDATED STATEMENTS OF NET INCOME (LOSS)
FOR THE 13 WEEK PERIODS ENDED JANUARY 25, 2003 AND JANUARY 26, 2002

(In thousands)
UNAUDITED

|                                    |                    |   |        |        |      |   |        |        | 
|----------------------------------- | ------------------ | - | ------ | ------ | ---- | - | ------ | ------ | 
|                                    |                    |   | 2003   |        | 2002
|                                    |                    |   |        |        |     
|Net revenues                        |                    | $ | 34,248 |        |      | $ | 35,191 |       
|Cost of revenues                    |                    |   | 19,429 |        |      |   | 19,576 |       
|                                    |                    |   |        |        |      |   |        |       
|                                    | Gross profit       |   |        | 14,819 |      |   |        | 15,615 | 
|                                    |                    |   |        |        |      |   |        |       
|Selling, general and administrative |                    |   | 6,393  |        |      |   | 5,565  |       
|Research and development            |                    |   | 2,508  |        |      |   | 2,709  |       
|Amortization of intangible assets   |                    |   | 854    |        |      |   | 854    |       
|                                    |                    |   |        |        |      |   |        |       
|                                    | Operating expenses |   |        | 9,755  |      |   |        | 9,128  | 
|                                    |                    |   |        |        |      |   |        |       
|Income from operations              |                    |   | 5,064  |        |      |   | 6,487  |       
|Interest expense                    |                    |   | 5,297  |        |      |   | 5,591  |       
|Other, net                          |                    |   | (61    | )      |      |   | (16    | )     
|                                    |                    |   |        |        |      |   |        |       
|Income / (loss) before income taxes |                    |   | (172   | )      |      |   | 912    |       
|Income tax benefit                  |                    |   | (57    | )      |      |   | (142   | )     
|                                    |                    |   |        |        |      |   |        |       
|Net income / (loss)                 |                    | $ | (115   | )      |      | $ | 1,054  |       
|                                    |                    |   |        |        |      |   |        |       

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

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ARGO-TECH CORPORATION AND SUBSIDIARIES
(A Wholly-Owned Subsidiary of AT Holdings Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 13 WEEK PERIODS ENDED JANUARY 25, 2003 AND JANUARY 26, 2002

(In thousands)
UNAUDITED

|                                       |                                                                                            |                               |        |         |        |      |        |        |        |  
|-------------------------------------- | ------------------------------------------------------------------------------------------ | ----------------------------- | ------ | ------- | ------ | ---- | ------ | ------ | ------ | -
|                                       |                                                                                            |                               |        | 2003    |        | 2002
|                                       |                                                                                            |                               |        |         |        |     
|CASH FLOWS FROM OPERATING ACTIVITIES:  |                                                                                            |                               |        |         |        |      |        |       
|                                       | Net income / (loss)                                                                        |                               | $      | (115    | )      |      | $      | 1,054  |       
|                                       | Adjustments to reconcile net income / (loss) to net cash
provided by operating activities: |                               |        |         |        |      |        |        |       
|                                       | Depreciation                                                                               |                               |        | 1,052   |        |      |        | 1,273  |       
|                                       | Amortization of intangible assets and deferred financing costs                             |                               |        | 1,345   |        |      |        | 1,366  |       
|                                       | Accretion of bond discount                                                                 |                               |        | 74      |        |      |        | 67     |       
|                                       | Compensation expense recognized in connection with
employee stock ownership plan           |                               |        | 630     |        |      |        | 630    |       
|                                       | Deferred income taxes                                                                      |                               |        | (532    | )      |      |        | (829   | )     
|                                       | Changes in operating assets and liabilities:                                               |                               |        |         |        |      |        |        |       
|                                       |                                                                                            | Receivables                   |        |         | 3,852  |      |        |        | 10,268 |  
|                                       |                                                                                            | Inventories                   |        |         | (2,158 | )    |        |        | (3,052 | )
|                                       |                                                                                            | Prepaid expenses              |        |         | (1,146 | )    |        |        | (951   | )
|                                       |                                                                                            | Accounts payable              |        |         | (992   | )    |        |        | (1,026 | )
|                                       |                                                                                            | Accrued and other liabilities |        |         | 2,482  |      |        |        | 1,713  |  
|                                       |                                                                                            | Other, net                    |        |         | 75     |      |        |        | (222   | )
|                                       |                                                                                            |                               |        |         |        |      |        |       
|                                       | Net cash provided by operating activities                                                  |                               |        | 4,567   |        |      |        | 10,291 |       
|                                       |                                                                                            |                               |        |         |        |      |        |       
|CASH FLOWS FROM INVESTING ACTIVITIES:  |                                                                                            |                               |        |         |        |      |        |       
|                                       | Capital expenditures                                                                       |                               |        | (465    | )      |      |        | (213   | )     
|                                       |                                                                                            |                               |        |         |        |      |        |       
|                                       | Net cash used in investing activities                                                      |                               |        | (465    | )      |      |        | (213   | )     
|                                       |                                                                                            |                               |        |         |        |      |        |       
|CASH FLOWS FROM FINANCING ACTIVITIES:  |                                                                                            |                               |        |         |        |      |        |       
|                                       | Repayment of long-term debt                                                                |                               |        | (10,000 | )      |      |        | (4,653 | )     
|                                       | Payment of financing related fees                                                          |                               |        | (1,178  | )      |      |        |       |       
|                                       | Dividend                                                                                   |                               |        |        |        |      |        | (7     | )     
|                                       |                                                                                            |                               |        |         |        |      |        |       
|                                       | Net cash used in financing activities                                                      |                               |        | (11,178 | )      |      |        | (4,660 | )     
|                                       |                                                                                            |                               |        |         |        |      |        |       
|CASH AND CASH EQUIVALENTS:             |                                                                                            |                               |        |         |        |      |        |       
|Net increase (decrease) for the period |                                                                                            |                               | (7,076 | )       |        |      | 5,418  |       
|Balance, Beginning of period           |                                                                                            |                               | 17,769 |         |        |      | 8,057  |       
|                                       |                                                                                            |                               |        |         |        |      |        |       
|Balance, End of period                 |                                                                                            | $                             | 10,693 |         |        | $    | 13,475 |       
|                                       |                                                                                            |                               |        |         |        |      |        |       

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

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ARGO-TECH CORPORATION AND SUBSIDIARIES
(A Wholly-Owned Subsidiary of AT Holdings Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 13 WEEK PERIODS ENDED JANUARY 25, 2003 AND JANUARY 26, 2002
(Unaudited)



|1. |  | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The principal operations of Argo-Tech Corporation (a wholly-owned subsidiary
of AT Holdings Corporation) and its subsidiaries include the design,
manufacture and distribution of aviation products, primarily aircraft fuel
pumps, throughout the world. In addition, Argo-Tech leases a portion of its
Cleveland, Ohio manufacturing facility to other parties. Argo-Techs fiscal
year ends on the last Saturday in October. Argo-Tech is obligated to fulfill
certain obligations of AT Holdings Corporation. As a result, those
obligations have been reflected in its financial statements. Certain
reclassifications have been made in the prior years financial statements to
conform to the current year presentation.
|  
|   |  | Argo-Tech Corporation is a parent, holding company with four wholly-owned
operating subsidiaries that guarantee Argo-Techs senior subordinated notes.
Argo-Tech has no outside assets, liabilities or operations apart from its
wholly-owned subsidiaries. The senior subordinated notes are fully,
unconditionally, jointly and severally guaranteed by the guarantor
subsidiaries, and therefore, separate financial statements of the guarantor
subsidiaries will not be presented. Management has determined that the
information presented by such separate financial statements is not material
to investors.                                                                                                            
|  
|2. |  | UNAUDITED FINANCIAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | The financial information included herein is unaudited; however, the
information reflects all adjustments (consisting solely of normal recurring
adjustments) that are, in the opinion of management, necessary for a fair
presentation of Argo-Techs financial position and results of operations and
cash flows for the interim periods presented. The results of operations for
the 13 week period ended January 25, 2003 are not necessarily indicative of
the results to be expected for the full year.                                                                                                                                                                                                                   
|  
|3. |  | INVENTORIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |  | Inventories are stated at standard cost which approximates the costs which
would be determined using the first-in, first-out (FIFO) method. The
recorded value of inventories is not in excess of market value. Inventories
consist of the following (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                                          |       |   |             |        |             |   |        |        | 
|----------------------------------------- | ----- | - | ----------- | ------ | ----------- | - | ------ | ------ | 
|                                          |       |   | January 25, |        | October 26,
|                                          |       |   | 2003        |        | 2002       
|                                          |       |   |             |        |            
|Finished goods                            |       | $ | 1,676       |        |             | $ | 1,861  |       
|Work-in-process and purchased parts       |       |   | 18,863      |        |             |   | 16,593 |       
|Raw materials and supplies                |       |   | 11,755      |        |             |   | 11,723 |       
|                                          |       |   |             |        |             |   |        |       
|                                          | Total |   |             | 32,294 |             |   |        | 30,177 | 
|Reserve for excess and obsolete inventory |       |   | (5,013      | )      |             |   | (5,054 | )     
|                                          |       |   |             |        |             |   |        |       
|Inventories  net                         |       | $ | 27,281      |        |             | $ | 25,123 |       
|                                          |       |   |             |        |             |   |        |       

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|4. |  | INTANGIBLE ASSETS                                                                   
|-- |  | ------------------------------------------------------------------------------------
|  
|   |  | The following is a summary of intangible assets, other than goodwill (in
thousands):

|                   |                     |       |   |                  |        |                  |   |        |        |              |   |        |        |  |   |       |        | 
|------------------ | ------------------- | ----- | - | ---------------- | ------ | ---------------- | - | ------ | ------ | ------------ | - | ------ | ------ |  | - | ----- | ------ | 
|                   |                     |       |   | January 25, 2003 |        | October 26, 2002
|                   |                     |       |   |                  |        |                 
|                   |                     |       |   | Gross            |        | Accumulated      |   | Gross  |        | Accumulated 
|                   |                     |       |   | Amount           |        | Amortization     |   | Amount |        | Amortization
|                   |                     |       |   |                  |        |                  |   |        |        |             
|Intangible assets: |                     |       |   |                  |        |                  |   |        |        |              |   |        |        |  |   |      
|                   | Contracts           |       | $ | 17,100           |        |                  | $ | 9,121  |        |              | $ | 17,100 |        |  | $ | 8,693 |       
|                   | Spare parts annuity |       |   | 38,200           |        |                  |   | 8,957  |        |              |   | 38,200 |        |  |   | 8,537 |       
|                   | Patents             |       |   | 387              |        |                  |   | 132    |        |              |   | 387    |        |  |   | 126   |       
|                   |                     |       |   |                  |        |                  |   |        |        |              |   |        |        |  |   |      
|                   |                     | Total |   | $                | 55,687 |                  |   | $      | 18,210 |              |   | $      | 55,687 |  |   | $     | 17,356 | 
|                   |                     |       |   |                  |        |                  |   |        |        |              |   |        |        |  |   |      



|   |  | Amortization expense recorded on the intangible assets for each of the
13 week periods ended January 25, 2003 and January 26, 2002 was $0.8
million. The estimated amortization expense for each of the four
succeeding fiscal years 2003 through 2006 is $3.4 million and in fiscal
year 2007 is $3.2 million.                                                                                                                                                                                                                                                                                                  
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5. |  | PRODUCT WARRANTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | Argo-Tech Corporation adopted Financial Accounting Standards Board
(FASB) Interpretation No. 45 (FIN 45), Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees
of Indebtedness of Others, effective as of our first quarter of fiscal
2003. FIN 45 requires disclosures to be made by a guarantor about its
obligations under certain guarantees that it has issued.                                                                                                                                                                                           
|  
|   |  | Argo-Tech accrues for warranty obligations for products sold based on
management estimates of the amount that may be required to settle such
potential obligations. These estimates are prepared with support from
our sales, engineering, quality and legal functions. This accrual,
which is reviewed in detail on a regular basis, is based on several
factors: past experience, current claims, production changes and
various other considerations. The following table presents a
reconciliation of changes in the product warranty liability for the 13
week period ended January 25, 2003 (in thousands):

|                                                                     |  |   |       |  
|-------------------------------------------------------------------- |  | - | ----- | -
|Beginning balance                                                    |  | $ | 2,064 |  
|Accruals for warranties issued                                       |  |   | 54    |  
|Accruals for pre-existing warranties
(including changes in estimate) |  |   | 243   |  
|Warranty claims settled                                              |  |   | (160  | )
|                                                                     |  |   |       |  
|Ending balance                                                       |  | $ | 2,201 |  
|                                                                     |  |   |       |  



|6. |  | CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Environmental Matters  The soil and groundwater at Argo-Techs
Cleveland, Ohio facility and the Costa Mesa, California facility
contain elevated levels of certain contaminants which are currently in
the process of being removed and/or remediated. Because Argo-Tech has
certain indemnification rights from former owners of those facilities
for liabilities arising from these or other environmental matters, in
the opinion of Argo-Techs management, the ultimate outcome is not
expected to materially affect its financial condition, results of
operations or liquidity.

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|   |  | Other Matters  Argo-Tech is subject to various legal actions and other
contingencies arising in the ordinary course of business. In the
opinion of Argo-Techs management, after reviewing the information
which is currently available with respect to such matters and
consulting with Argo-Techs legal counsel, any liability which may
ultimately be incurred with respect to these additional matters is not
expected to materially affect Argo-Techs financial condition, results
of operations or liquidity.                                                                                                                                                                                               
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|7. |  | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |  | Argo-Tech operates in two business segments, Aerospace and Industrial.
The Aerospace segment includes the design, manufacture, distribution,
repair and overhaul of aviation products throughout the world
consisting of aircraft fuel pumps, fuel flow related products found on
a planes airframe, and aerial refueling pumps and related equipment.
The Industrial segment includes the design, manufacture and
distribution of industrial pumps, ground fueling valves and related
components, industrial marine cryogenic pumps and nozzles for
transferring liquefied natural gas and operation of a business park in
Cleveland, Ohio where we maintain our headquarters and one of our
production facilities.
|  
|   |  | Argo-Tech evaluates the performance of its segments based primarily on
operating profit before amortization of deferred financing fees and
other identified intangibles, interest expense, interest income, other
miscellaneous fees and income taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |  | The following table presents revenues and other financial information
by business segment (in thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   |        |  
|-------------------------------------------------------------------------------- |  | --------- | ------ | ---------- |  | --------- | ----- | ------------ |  | - | ---- | - |  | - | ------ | -
|13 Week Period Ended January 25, 2003                                           
|                                                                                
|                                                                                 |  | Aerospace |        | Industrial |  | Corporate |       | Consolidated
|                                                                                 |  |           |        |            |  |           |       |             
|Net revenues                                                                     |  | $         | 26,792 |            |  | $         | 7,456 |              |  | $ |     |   |  | $ | 34,248 |  
|Operating profit (loss)                                                          |  |           | 6,330  |            |  |           | (298  | )            |  |   | (114 | ) |  |   | 5,918  |  
|Amortization of intangible assets                                                |  |           |        |            |  |           |       |              |  |   |      |   |  |   | 854    |  
|                                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   |        |  
|Income from operations                                                           |  |           |        |            |  |           |       |              |  |   |      |   |  |   | 5,064  |  
|Interest expense                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   | 5,297  |  
|Other, net                                                                       |  |           |        |            |  |           |       |              |  |   |      |   |  |   | (61    | )
|                                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   |        |  
|Loss before income taxes                                                         |  |           |        |            |  |           |       |              |  |   |      |   |  | $ | (172   | )
|                                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   |        |  
|Capital expenditures                                                             |  |           | 242    |            |  |           | 223   |              |  |   |      |   |  |   | 465    |  
|Depreciation                                                                     |  |           | 628    |            |  |           | 320   |              |  |   | 104  |   |  |   | 1,052  |  
|Compensation expense recognized
in connection with employee
stock ownership plan |  |           | 561    |            |  |           | 69    |              |  |   |      |   |  |   | 630    |  

8



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##### Table of Contents



13 Week Period Ended January 26, 2002

|                                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   |        |  
|-------------------------------------------------------------------------------- |  | --------- | ------ | ---------- |  | --------- | ----- | ------------ |  | - | ---- | - |  | - | ------ | -
|                                                                                 |  | Aerospace |        | Industrial |  | Corporate |       | Consolidated
|                                                                                 |  |           |        |            |  |           |       |             
|Net revenues                                                                     |  | $         | 27,498 |            |  | $         | 7,693 |              |  | $ |     |   |  | $ | 35,191 |  
|Operating profit (loss)                                                          |  |           | 7,416  |            |  |           | 132   |              |  |   | (207 | ) |  |   | 7,341  |  
|Amortization of intangible assets                                                |  |           |        |            |  |           |       |              |  |   |      |   |  |   | 854    |  
|                                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   |        |  
|Income from operations                                                           |  |           |        |            |  |           |       |              |  |   |      |   |  |   | 6,487  |  
|Interest expense                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   | 5,591  |  
|Other, net                                                                       |  |           |        |            |  |           |       |              |  |   |      |   |  |   | (16    | )
|                                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   |        |  
|Income before income taxes                                                       |  |           |        |            |  |           |       |              |  |   |      |   |  | $ | 912    |  
|                                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   |        |  
|Capital expenditures                                                             |  |           | 129    |            |  |           | 84    |              |  |   |      |   |  |   | 213    |  
|Depreciation                                                                     |  |           | 722    |            |  |           | 338   |              |  |   | 213  |   |  |   | 1,273  |  
|Compensation expense recognized
in connection with employee
stock ownership plan |  |           | 560    |            |  |           | 70    |              |  |   |      |   |  |   | 630    |  



|8. |  | OTHER COMPREHENSIVE INCOME (LOSS)                                                                  
|-- |  | ---------------------------------------------------------------------------------------------------
|  
|   |  | Other comprehensive income (loss) includes foreign currency translation
adjustments (in thousands).

|                                                         |                                         |   |                      |    |             |   |       |      |  
|-------------------------------------------------------- | --------------------------------------- | - | -------------------- | -- | ----------- | - | ----- | ---- | -
|                                                         |                                         |   | 13 Week Period Ended
|                                                         |                                         |   |                     
|                                                         |                                         |   | January 25,          |    | January 26,
|                                                         |                                         |   | 2003                 |    | 2002       
|                                                         |                                         |   |                      |    |            
|Net income (loss)                                        |                                         | $ | (115                 | )  |             | $ | 1,054 |     
|Other comprehensive income (loss):                       |                                         |   |                      |    |             |   |       |     
|                                                         | Foreign currency translation adjustment |   |                      | 62 |             |   |       | (204 | )
|                                                         |                                         |   |                      |    |             |   |       |     
|Other comprehensive income (loss) before tax             |                                         |   | 62                   |    |             |   | (204  | )   
|Income tax expense related to other comprehensive income |                                         |   |                     |    |             |   |      |     
|                                                         |                                         |   |                      |    |             |   |       |     
|Other comprehensive income (loss), net of tax            |                                         |   | 62                   |    |             |   | (204  | )   
|                                                         |                                         |   |                      |    |             |   |       |     
|Comprehensive income (loss)                              |                                         | $ | (53                  | )  |             | $ | 850   |     
|                                                         |                                         |   |                      |    |             |   |       |     



|9. |  | NEW ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In June 2001, the FASB issued
Statement of Financial Accounting Standard (SFAS) No. 143,
Accounting for Asset Retirement Obligations. This statement requires
entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. The amount
recorded as a liability will be capitalized by increasing the carrying
amount of the related long-lived asset. Subsequent to initial
measurement, the liability is accreted to the ultimate amount
anticipated to be paid and is also adjusted for revisions to the timing
of the amount of estimated cash flows. The capitalized cost is
depreciated over the useful life of the related asset. Upon settlement
of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The
provisions of this statement became effective for the Companys fiscal
year beginning October 27, 2002. Management has determined that this
statement did not have any impact on the
Companys consolidated financial statements at initial adoption.

9



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In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long Lived Assets. This statement improves
the financial reporting by requiring that one accounting model be used
for long-lived assets to be disposed of by sale, whether previously
held and used or newly acquired, and by broadening the presentation of
discontinued operations to include more disposal transactions. The
provisions of this statement became effective for the Companys fiscal
year beginning October 27, 2002. Management has determined that this
statement did not have any impact on the
Companys consolidated financial statements at initial adoption.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. This statement requires
that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. The provisions
of this statement are effective for exit or disposal activities that
are initiated after December 31, 2002. Management anticipates that the
adoption of this statement is not likely to have a material effect on
Argo-Techs consolidated financial statements.

In November 2002, the FASB issued FASB Interpretation No. (FIN) 45,
Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others. FIN 45
requires that a liability be recorded in the guarantors balance sheet
upon issuance of a guarantee. In addition, FIN 45 requires disclosures
about the guarantees that an entity has issued, including a rollforward
of the entitys product warranty liabilities. See Note 5 for this
disclosure. The Company will apply the recognition provisions of FIN 45
prospectively to guarantees issued after December 31, 2002. The Company
has not guaranteed any obligation before or after December 31, 2002
that would require disclosure under FIN 45.

In January 2003, the FASB issued Interpretation No. (FIN) 46,
Consolidation of Variable Interest Entities. FIN 46 provides guidance
on how to identify a variable interest entity (VIE) and determine when
the assets, liabilities, noncontrolling interests, and results of
operations of a VIE need to be included in a companys consolidated
financial statements. FIN 46 also requires additional disclosures by
primary beneficiaries and other significant variable interest holders.
The provisions of this interpretation became effective upon issuance.
The Company believes the adoption of this interpretation is not likely
to have a material impact on its consolidated financial position or
results of operations.




ITEM 2.

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

Overview

We design, manufacture, sell and service high performance fuel flow devices
and systems for both aerospace and general industrial applications.
Argo-Tech operates in two business segments, Aerospace and Industrial. The
Aerospace segment includes the design, manufacture, distribution, repair and
overhaul of aviation products throughout the world consisting of aircraft
engine fuel pumps, fuel flow related products and systems found on a planes
airframe, and aerial refueling pumps and related equipment. Argo-Tech
provides these products and services to substantially all commercial and
domestic military engine and airframe manufacturers, to airlines worldwide
and to the U.S. and certain foreign militaries. The Industrial segment
includes the design, manufacture and distribution of industrial pumps,
ground fueling valves and

10



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related components, industrial marine cryogenic pumps and nozzles for
transferring liquefied natural gas and operation of a business park in
Cleveland, Ohio where we maintain our headquarters and one of our production
facilities.

The following is managements discussion and analysis of certain significant
factors which have affected Argo-Techs financial position and operating
results during the periods presented in the accompanying condensed
consolidated financial statements. Argo-Techs fiscal year ends on the last
Saturday of October and is identified according to the calendar year in
which it ends.

Recent Event

On January 24, 2003 Argo-Tech amended and restated its credit facility to:
allow for the re-amortization of the outstanding balance of the term loans,
amend the Consolidated Interest Coverage Ratio for the remainder of the
agreement, adjust the supplemental percentage of interest applied to an
Alternate Base Rate (ABR) or LIBOR, increase the commitment fee rate,
increase the Letter of Credit sublimit in the revolving credit facility to
an amount not to exceed $5,000,000 and establish a fixed charge coverage
ratio and a borrowing base covenant on revolving credit borrowings in excess
of $10.0 million. The maturities of Argo-Techs term loans are now as
follows: $16.0 million, $12.0 million and $13.8 million for fiscal years
2003, 2004 and 2005, respectively. Pursuant to the agreement, Argo-Tech has
the right to choose an ABR or LIBOR loan. The supplemental percentage of
interest applied to our ABR or LIBOR loan is based on the leverage ratio, as
defined by the ratio of total debt to EBITDA. The supplemental percentage
of interest is now:

|                                                  |  |             |      |                    |  |                      |      |  |  |  |      | 
|------------------------------------------------- |  | ----------- | ---- | ------------------ |  | -------------------- | ---- |  |  |  | ---- | 
|Leverage ratio:                                   |  | ABR spread: |      | Eurodollar Spread: |  | Commitment Fee Rate:
|                                                  |  |             |      |                    |  |                     
|Greater than or equal to 6.00                     |  |             | 2.50 |                    |  |                      | 3.50 |  |  |  | 0.75 | 
|Greater than or equal to 4.00,
but less than 6.00 |  |             | 2.25 |                    |  |                      | 3.25 |  |  |  | 0.50 | 
|Less than 4.00                                    |  |             | 1.75 |                    |  |                      | 2.75 |  |  |  | 0.50 | 

Critical Accounting Policies

Argo-Techs condensed consolidated financial statements reflect the
selection and application of accounting policies that require management to
make significant estimates and assumptions. These estimates and assumptions
are an integral part of our condensed consolidated financial statements and
are based on our knowledge and experience about past and current events.
Accounting policies that we believe are most critical to our financial
condition and operating results pertain to the valuation of accounts
receivable, valuation of excess and obsolete inventory, goodwill and intangible assets and revenue recognition. Argo-Techs significant
accounting policies are described in Note 2 to the Companys consolidated
financial statements included with the Companys Form 10-K for the fiscal
year ended October 26, 2002.

Fluctuations of Operating Results; Limitation of Quarterly Comparisons

Argo-Techs results of operations are subject to fluctuations from quarter
to quarter due to changes in demand for its products, changes in product mix
and other factors. Demand for its products can vary from quarter to quarter
due to changes in demand for, and timing of deliveries of, OEM, aftermarket
and military products and services. In particular, the timing of
Argo-Techs aftermarket sales tends not to occur on a predictable schedule
and, furthermore, the sales tend to occur in large quantities that can
significantly impact quarterly comparisons. Accordingly, year-to-year and
quarter-to-quarter comparisons of quarterly results may not be meaningful,
and quarterly results during the year are not necessarily indicative of the
results that may be expected for any future period or for the entire year.

11



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Results of Operations for the 13 Week Period Ended January 25, 2003 Compared
With the 13 Week Period Ended January 26, 2002

Net revenues for the 13 week period ended January 25, 2003 decreased $1.0
million, or 2.8%, to $34.2 million from $35.2 million for the 13 week period
ended January 26, 2002. This decrease was due to a decrease in aerospace
revenues of $0.7 million and a decrease of $0.3 million in industrial
revenues. The decrease in aerospace revenues was attributable to a decrease
in commercial revenues of $3.4 million offset by an increase of $2.7 million
in military revenues. Commercial OEM revenues decreased $0.5 million, or
10.9%, to $4.1 million and commercial aftermarket revenues decreased $2.9
million, or 17.6%, to $13.6 million in the 13 week period ended January 27,
2003. Commercial OEM revenues declined as a result of lower overall engine
requirements from our customers. Commercial aftermarket revenues were lower
primarily due to a decrease in the demand for spare part sales and repair
and overhaul activities. The lower demand for aftermarket sales and
activities is a result of the reduced flying by commercial airlines, the
availability of spare parts taken from parked aircraft and deferral of
maintenance. Military revenues increased primarily due to revenue related
to increased sales of KC-135 aerial refueling components, F-16 airframe
components and a higher rate of purchases of aftermarket parts and overhaul
services on a variety of aerial refueling and airframe programs. Industrial
revenues decreased $0.3 million, primarily due to a decrease in cryogenic
pump and industrial gas turbine revenues offset by an increase in ground
fueling revenues.

Aerospace gross profit for the 13 week period ended January 25, 2003
decreased $0.5 million, or 3.8%, to $12.7 million from $13.2 million in the
13 week period ended January 26, 2002. Gross margin decreased to 47.4% in
the 13 week period ended January 25, 2003 from 48.0% in the 13 week period
ended January 26, 2002. The decrease in gross profit and gross margin is
primarily attributable to a decrease in higher margin commercial aerospace
aftermarket revenues partially offset by a change in classification
and allocation of $0.6
million of certain costs to selling, general and administrative expenses.
Industrial gross profit for the 13 week period ended January 25, 2003
decreased $0.3 million, or 11.5%, to $2.3 million from $2.6 million in the
13 week period ended January 26, 2002. The decrease in gross profit was
attributable to lower cryogenic pump and industrial gas turbine revenues.
Gross margin, which decreased to 31.1% in the 13 week period ended January
25, 2003 from 33.8% in the 13 week period ended January 26, 2002, was lower
primarily due to an unfavorable sales mix of ground fueling products.

Operating expenses for the 13 week period ended January 25, 2003 increased
$0.6 million, or 6.6%, to $9.7 million from $9.1 million in the 13 week
period ended January 26, 2002. This increase is primarily due to an
increase in selling, general and administrative expenses of $0.6 million due
to a change in classification
and allocation of certain costs from cost of sales, a $0.2 million
increase in marketing costs offset by a slight decrease of $0.2 million in
research and development expenses. Operating expenses as a percent of
revenues were 28.4% for the 13 week period ended January 25, 2003 as
compared to 25.9% for the 13 week period ended January 6, 2002.

Income from operations for the 13 week period ended January 25, 2003
decreased $1.4 million, or 21.5%, to $5.1 million from $6.5 million in the
13 week period ended January 26, 2002. As a percent of revenues, income from
operations for the 13 week period ended January 25, 2003 decreased to 14.9%
from 18.5% for the 13 week period ended January 26, 2002. The decrease was
primarily attributable to a reduction in the sales of higher margin
aerospace products and the decrease of cryogenic pump and industrial gas
turbine revenues.

Interest expense decreased $0.3 million, or 5.3%, to $5.3 million for the 13
week period ended January 25, 2003 from $5.6 million in the 13 week period
ended January 26, 2002 due to lower outstanding borrowings on the term
loans.

The income tax benefit was $0.1 million for each of the 13 week periods
ended January 25, 2003 and January 26, 2002.

12



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Net income for the 13 week period ended January 25, 2003 decreased $1.1
million, to a loss of $0.1 million from an income of $1.0 million for the 13
week period ended January 26, 2002, primarily due to the revenue and expense
factors discussed above.

Liquidity and Capital Resources

Argo-Tech is a holding company that receives all of its operating income
from its subsidiaries. As a result, Argo-Techs primary source of liquidity
for conducting business activities and servicing its indebtedness has been
cash flows from operating activities.

Cash and cash equivalents for the period ended January 25, 2003 decreased
$7.1 million to $10.7 million. This was primarily due to a decrease in
operating income and an increase in inventory and prepaid expenses along
with the scheduled repayment of the term loans and payment of financing fees
associated with amending and restating the credit agreement offset by a
decrease in receivables and an increase in accrued and other liabilities.

Capital expenditures for the 13 week period ended January 25, 2003 totaled
$0.5 million compared to $0.2 million for the 13 week period ended January
26, 2002. Argo-Tech expects to incur capital expenditures of approximately
$3.5 million for the remainder of fiscal year 2003, related to the continued
maintenance of facilities, equipment and systems to support current
operating activities.

As stated under Recent Event found elsewhere in this report, the Company
amended and restated its credit facility in January 2003. Long-term debt at
January 25, 2003 consisted of $31.8 million principal amount of term loans
and $193.3 million principal amount of senior subordinated notes. A
scheduled payment of $10.0 million was made on the term loans in the 13 week
period ended January 25, 2003. At January 25, 2003, Argo-Tech has
available, after $1.0 million of letters of credit, a $19.0 million
revolving credit facility. As of January 25, 2003, there were no
outstanding borrowings on the revolving credit facility. The credit
facility contains no restrictions on the ability of Argo-Techs subsidiaries
to make distributions to Argo-Tech.

Our expected future contractual cash obligations and other commercial
commitments for the next five years are as follows:

|                                   |  |         |     |      |  |      |      |      |  |      |      |  |  |   |   |  |  |   |       | 
|---------------------------------- |  | ------- | --- | ---- |  | ---- | ---- | ---- |  | ---- | ---- |  |  | - | - |  |  | - | ----- | 
|                                   |  | 2003(1) |     | 2004 |  | 2005 |      | 2006 |  | 2007
|                                   |  |         |     |      |  |      |      |      |  |     
|Contractual Obligations:           |  |         |     |      |  |      |      |      |  |      |      |  |  |   |   |  |  |   |       | 
|Long Term Debt                     |  | $       | 6.0 |      |  | $    | 12.0 |      |  | $    | 13.8 |  |  | $ |  |  |  | $ | 195.0 | 
|Operating Leases                   |  |         | 0.2 |      |  |      | 0.3  |      |  |      |     |  |  |   |  |  |  |   |      | 
|                                   |  |         |     |      |  |      |      |      |  |      |      |  |  |   |   |  |  |   |       | 
|Total Contractual Cash Obligations |  | $       | 6.2 |      |  | $    | 12.3 |      |  | $    | 13.8 |  |  | $ |  |  |  | $ | 195.0 | 
|                                   |  |         |     |      |  |      |      |      |  |      |      |  |  |   |   |  |  |   |       | 

(1)   Amount remaining for fiscal year 2003. Total obligation was $16.3 million.

We believe that cash flow from operations will provide adequate funds for
our working capital needs, planned capital expenditures and debt service
obligations. Our ability to fund our operations, make planned capital
expenditures, and to make scheduled payments on our indebtedness depends on
our future operating performance and cash flow. We may need to refinance
all or a portion of our indebtedness on or before maturity. There can be no
assurance that Argo-Tech will be able to refinance any of its indebtedness
on commercially reasonable terms or at all. These items are subject to
prevailing conditions and to financial, business, and other factors, some of
which are beyond our control.

Certain Factors That May Affect Future Results

From time to time, information provided by Argo-Tech, statements by its
employees or information included in its filings with the Securities and
Exchange Commission (including those portions of the Managements Discussion
and Analysis that refer to the future) may contain forward-looking
statements that are not historical facts. Those statements are
forward-looking within the meaning of the Private

13



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##### Table of Contents



Securities Litigation Reform Act of 1995. Such forward-looking statements,
and Argo-Techs future performance, operating results, financial position
and liquidity, are subject to a variety of factors that could materially
affect results. Some, but not necessarily all, of these factors include:
Argo-Techs dependence on the aerospace industry; government regulation and
oversight; defense spending; competition; product and environmental
liabilities; and risks associated with its workforce, suppliers, and future
acquisitions.




ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



In the ordinary course of operations, Argo-Techs major market risk exposure
is to changing interest rates, primarily with respect to its long-term debt
obligations. At January 25, 2003, Argo-Tech had fixed rate debt totaling
$195.0 million, including $2.0 million of accretion, at 8.625% and variable
rate debt under its existing credit facility of $31.8 million calculated at
Argo-Techs choice using an alternate base rate (ABR) or LIBOR, plus a
supplemental percentage determined by the ratio of debt to EBITDA. The
variable rate is not to exceed ABR plus 2.50% or LIBOR plus 3.50%.
Argo-Tech currently has no derivative contracts and does not enter into
derivative contracts for trading or speculative purposes. A 10% fluctuation
in interest rates would not materially affect Argo-Techs financial
condition, results of operations or cash flows.




ITEM 4.

CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures. The term
disclosure controls and procedures is defined in Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934 (Exchange Act).
These rules refer to the controls and other procedures of a company
that are designed to ensure that information required to be disclosed
by the company in the reports that it files under the Exchange Act is
recorded, processed, summarized and reported within the required time
periods. Argo-Techs Chief Executive Officer and Chief Financial
Officer have evaluated the effectiveness of Argo-Techs disclosure
controls and procedures as of a date within 90 days before the filing
of this report (the Evaluation Date), and have concluded that, as of
the Evaluation Date, such controls and procedures were effective at
ensuring that required information will be disclosed in Argo-Techs
reports filed under the Exchange Act.

(b)  Changes in internal controls. There were no significant changes in
Argo-Techs internal controls or in other factors that could
significantly affect these controls subsequent to the Evaluation Date.




PART II  OTHER INFORMATION




Item 6  Exhibits and Reports on Form 8-K



| | (a) |  | Exhibit 10.1  Amended and Restated Credit Agreement dated
January 24, 2003.                                                        
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Exhibit 99  Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Reports on Form 8-K  None

14



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SIGNATURE

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

|                     |  |  |                       |                                           
|-------------------- |  |  | --------------------- | ------------------------------------------
|Date: March 11, 2003 |  |  | ARGO-TECH CORPORATION
|                     |  |  |                       |                                           
|                     |  |  | By: /s/               | Frances S. St. Clair                      
|                     |  |  |                       |                                           
|                     |  |  |                       | Frances S. St. Clair                      
|                     |  |  |                       | Vice President and Chief Financial Officer
|                     |  |  |                       | (Duly Authorized Officer)                 
|                     |  |  |                       |                                           
|                     |  |  | By: /s/               | Paul A. Sklad                             
|                     |  |  |                       |                                           
|                     |  |  |                       | Paul A. Sklad                             
|                     |  |  |                       | Controller                                
|                     |  |  |                       | (Principal Accounting Officer)            

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CERTIFICATION

I, Michael S. Lipscomb, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Argo-Tech
Corporation;                                                                                                                                                                                                                                                  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:                                                                                                      



| | a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



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



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



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

|                     |  |  |         |                            
|-------------------- |  |  | ------- | ---------------------------
|Date: March 11, 2003 |  |  |         |                            
|                     |  |  |         |                            
|                     |  |  | By: /s/ | Michael S. Lipscomb        
|                     |  |  |         |                            
|                     |  |  |         | Michael S. Lipscomb        
|                     |  |  |         | Chairman, President and CEO

16



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##### Table of Contents



CERTIFICATION

I, Frances S. St. Clair, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Argo-Tech
Corporation;                                                                                                                                                                                                                                                  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:                                                                                                      



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



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



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



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

|                     |  |  |         |                       
|-------------------- |  |  | ------- | ----------------------
|Date: March 11, 2003 |  |  |         |                       
|                     |  |  |         |                       
|                     |  |  | By: /s/ | Frances S. St. Clair  
|                     |  |  |         |                       
|                     |  |  |         | Frances S. St. Clair  
|                     |  |  |         | Vice President and CFO

17