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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549




FORM 10-Q

(Mark One)

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

For the quarterly period ended April 26, 2003, or

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

For the transition period from ___________ to ___________.

Commission file number 333-38223

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).__ YESX NO

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





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TABLE OF CONTENTS



|                                                                                               |                                                                                                            |  |  |  |  |  |  | 
|---------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|FORM 10-Q                                                                                     
|PART I  FINANCIAL INFORMATION                                                                
|                                                                                               | CONSOLIDATED BALANCE SHEETS APRIL 26, 2003 AND OCTOBER 26, 2002                                           
|                                                                                               | CONSOLIDATED STATEMENTS OF NET INCOME                                                                     
|                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 26 WEEK PERIODS ENDED APRIL 26, 2003 AND APRIL 27, 2002     
|                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE 26 WEEK PERIODS ENDED APRIL 26, 2003 AND APRIL 27, 2002
|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-99  Certification                                                                          



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INDEX

|                                                                                               |                                                                                                                           |  |          |        | 
|---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- |  | -------- | ------ | 
|                                                                                               |                                                                                                                           |  | Page No.
|                                                                                               |                                                                                                                           |  |         
|PART I  FINANCIAL INFORMATION                                                                 |                                                                                                                           |  |          |       
|Item 1  Condensed Financial Statements                                                        |                                                                                                                           |  |          |       
|                                                                                               | Consolidated Balance Sheets as of April 26, 2003 and October 26, 2002                                                     |  |          | 3      | 
|                                                                                               | Consolidated Statements of Net Income for the 26 week periods and 13 week
periods ended April 26, 2003 and April 27, 2002 |  |          | 4      | 
|                                                                                               | Consolidated Statements of Cash Flows for the 26 week periods ended
April 26, 2003 and April 27, 2002                     |  |          | 5      | 
|                                                                                               | Notes to Consolidated Financial Statements                                                                                |  |          | 6 - 10 | 
|Item 2 - Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                                                                                           |  | 11 - 15  |       
|Item 3 - Quantitative and Qualitative Disclosure about Market Risk                             |                                                                                                                           |  | 15       |       
|Item 4  Controls and Procedures                                                               |                                                                                                                           |  | 15       |       
|PART II  OTHER INFORMATION                                                                    |                                                                                                                           |  |          |       
|Item 6 - Exhibits and Reports on Form 8-K                                                      |                                                                                                                           |  | 16       |       
|Signature                                                                                      |                                                                                                                           |  | 17       |       
|Certifications                                                                                 |                                                                                                                           |  | 18-19    |       

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PART I  FINANCIAL INFORMATION

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




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

|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |         |  
|------------------------------------------------------- | ------------------- | ------------------------------------------------------------------------------------- | --------------------------------------- | ------ | ------- | ------- | ------- | ------ | ------- | ------- | -
|                                                        |                     |                                                                                       |                                         |        | 2003    |         | 2002   
|                                                        |                     |                                                                                       |                                         |        |         |         |        
|ASSETS                                                  |                     | (Unaudited)                                                                           |                                         |        |         |        
|CURRENT ASSETS:                                         |                     |                                                                                       |                                         |        |         |         |         |       
|                                                        |                     | Cash and cash equivalents                                                             |                                         | $      | 7,790   |         |         | $      | 17,769  |        
|                                                        |                     | Receivables, net                                                                      |                                         |        | 22,957  |         |         |        | 24,550  |        
|                                                        |                     | Income tax receivable                                                                 |                                         |        | 3,274   |         |         |        | 3,274   |        
|                                                        |                     | Inventories                                                                           |                                         |        | 25,898  |         |         |        | 25,123  |        
|                                                        |                     | Deferred income taxes and prepaid expenses                                            |                                         |        | 5,768   |         |         |        | 5,002   |        
|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |        
|                                                        |                     |                                                                                       | Total current assets                    |        |         | 65,687  |         |        |         | 75,718  |  
|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |        
|PROPERTY AND EQUIPMENT, net of
accumulated depreciation |                     |                                                                                       | 24,946                                  |        |         |         | 26,204  |       
|GOODWILL, net of accumulated amortization               |                     |                                                                                       | 110,059                                 |        |         |         | 110,059 |       
|INTANGIBLE ASSETS, net of accumulated amortization      |                     |                                                                                       | 36,623                                  |        |         |         | 38,331  |       
|DEFERRED FINANCING AND OTHER ASSETS                     |                     |                                                                                       | 10,102                                  |        |         |         | 10,021  |       
|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |        
|Total Assets                                            |                     | $                                                                                     | 247,417                                 |        |         | $       | 260,333 |       
|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |        
|LIABILITIES                                             |                     |                                                                                       |                                         |        |         |         |         |       
|CURRENT LIABILITIES:                                    |                     |                                                                                       |                                         |        |         |         |         |       
|                                                        |                     | Current portion of long-term debt                                                     |                                         | $      | 10,000  |         |         | $      | 16,000  |        
|                                                        |                     | Accounts payable                                                                      |                                         |        | 4,104   |         |         |        | 5,252   |        
|                                                        |                     | Accrued liabilities                                                                   |                                         |        | 19,875  |         |         |        | 21,114  |        
|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |        
|                                                        |                     |                                                                                       | Total current liabilities               |        |         | 33,979  |         |        |         | 42,366  |  
|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |        
|LONG-TERM DEBT, net of current maturities               |                     |                                                                                       | 213,194                                 |        |         |         | 219,045 |       
|OTHER NONCURRENT LIABILITIES                            |                     |                                                                                       | 21,451                                  |        |         |         | 21,720  |       
|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |        
|                                                        |                     |                                                                                       | Total Liabilities                       |        |         | 268,624 |         |        |         | 283,131 |  
|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |        
|REDEEMABLE ESOP STOCK                                   |                     |                                                                                       | 11,120                                  |        |         |         | 11,355  |       
|                                                        | Unearned ESOP stock |                                                                                       |                                         | (1,680 | )       |         |         | (2,520 | )      
|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |        
|                                                        |                     |                                                                                       | 9,440                                   |        |         |         | 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                                                        |                                         |        | (3,218  | )       |         |        | (3,235  | )      
|                                                        |                     | Accumulated deficit                                                                   |                                         |        | (27,429 | )       |         |        | (28,398 | )      
|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |        
|                                                        |                     |                                                                                       | Total shareholders equity/(deficiency) |        |         | (30,647 | )       |        |         | (31,633 | )
|                                                        |                     |                                                                                       |                                         |        |         |         |         |        |         |        
|Total Liabilities and Shareholders Equity/(Deficiency) |                     | $                                                                                     | 247,417                                 |        |         | $       | 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

(In thousands)
UNAUDITED

|                                    |                    |   |                      |        |                      |   |                |        |                |   |        |        |  |   |        |        | 
|----------------------------------- | ------------------ | - | -------------------- | ------ | -------------------- | - | -------------- | ------ | -------------- | - | ------ | ------ |  | - | ------ | ------ | 
|                                    |                    |   | 26 Week Period Ended |        | 13 Week Period Ended
|                                    |                    |   | April 26, 2003       |        | April 27, 2002       |   | April 26, 2003 |        | April 27, 2002
|                                    |                    |   |                      |        |                      |   |                |        |               
|Net revenues                        |                    | $ | 75,956               |        |                      | $ | 74,537         |        |                | $ | 41,708 |        |  | $ | 39,346 |       
|Cost of revenues                    |                    |   | 45,141               |        |                      |   | 41,853         |        |                |   | 25,712 |        |  |   | 22,277 |       
|                                    |                    |   |                      |       
|                                    | Gross profit       |   |                      | 30,815 |                      |   |                | 32,684 |                |   |        | 15,996 |  |   |        | 17,069 | 
|                                    |                    |   |                      |       
|Selling, general and administrative |                    |   | 13,156               |        |                      |   | 11,772         |        |                |   | 6,763  |        |  |   | 6,207  |       
|Research and development            |                    |   | 4,775                |        |                      |   | 6,063          |        |                |   | 2,267  |        |  |   | 3,354  |       
|Amortization of intangible assets   |                    |   | 1,707                |        |                      |   | 1,708          |        |                |   | 853    |        |  |   | 854    |       
|                                    |                    |   |                      |       
|                                    | Operating expenses |   |                      | 19,638 |                      |   |                | 19,543 |                |   |        | 9,883  |  |   |        | 10,415 | 
|                                    |                    |   |                      |       
|Income from operations              |                    |   | 11,177               |        |                      |   | 13,141         |        |                |   | 6,113  |        |  |   | 6,654  |       
|Interest expense                    |                    |   | 10,620               |        |                      |   | 10,857         |        |                |   | 5,323  |        |  |   | 5,266  |       
|Other, net                          |                    |   | (76                  | )      |                      |   | (66            | )      |                |   | (15    | )      |  |   | (50    | )     
|                                    |                    |   |                      |       
|Income before income taxes          |                    |   | 633                  |        |                      |   | 2,350          |        |                |   | 805    |        |  |   | 1,438  |       
|                                    |                    |   |                      |       
|Income tax provision                |                    |   | 141                  |        |                      |   | 94             |        |                |   | 198    |        |  |   | 236    |       
|                                    |                    |   |                      |       
|Net income                          |                    | $ | 492                  |        |                      | $ | 2,256          |        |                | $ | 607    |        |  | $ | 1,202  |       
|                                    |                    |   |                      |       

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 26 WEEK PERIODS ENDED APRIL 26, 2003 AND APRIL 27, 2002

(In thousands)
UNAUDITED

|                                       |                                                                                   |                               |        |         |        |      |       |        |        |  
|-------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------- | ------ | ------- | ------ | ---- | ----- | ------ | ------ | -
|                                       |                                                                                   |                               |        | 2003    |        | 2002
|                                       |                                                                                   |                               |        |         |        |     
|CASH FLOWS FROM OPERATING ACTIVITIES:  |                                                                                   |                               |        |         |        |      |       |       
|                                       | Net income                                                                        |                               | $      | 492     |        |      | $     | 2,256  |       
|                                       | Adjustments to reconcile net income to net cash
provided by operating activities: |                               |        |         |        |      |       |        |       
|                                       | Depreciation                                                                      |                               |        | 2,105   |        |      |       | 2,484  |       
|                                       | Amortization of intangible assets and deferred financing costs                    |                               |        | 2,852   |        |      |       | 2,733  |       
|                                       | Accretion of bond discount                                                        |                               |        | 148     |        |      |       | 135    |       
|                                       | Compensation expense recognized in connection with
employee stock ownership plan  |                               |        | 1,260   |        |      |       | 1,260  |       
|                                       | Deferred income taxes                                                             |                               |        | (1,085  | )      |      |       | (1,131 | )     
|                                       | Changes in operating assets and liabilities:                                      |                               |        |         |        |      |       |        |       
|                                       |                                                                                   | Receivables                   |        |         | 1,593  |      |       |        | 8,388  |  
|                                       |                                                                                   | Inventories                   |        |         | (775   | )    |       |        | (719   | )
|                                       |                                                                                   | Prepaid expenses              |        |         | (593   | )    |       |        | (450   | )
|                                       |                                                                                   | Accounts payable              |        |         | (1,149 | )    |       |        | (1,212 | )
|                                       |                                                                                   | Accrued and other liabilities |        |         | (595   | )    |       |        | (1,963 | )
|                                       |                                                                                   | Other, net                    |        |         | 15     |      |       |        | 226    |  
|                                       |                                                                                   |                               |        |         |        |      |       |        |       
|                                       | Net cash provided by operating activities                                         |                               |        | 4,268   |        |      |       | 12,007 |       
|                                       |                                                                                   |                               |        |         |        |      |       |        |       
|CASH FLOWS FROM INVESTING ACTIVITIES:  |                                                                                   |                               |        |         |        |      |       |       
|                                       | Capital expenditures                                                              |                               |        | (848    | )      |      |       | (656   | )     
|                                       |                                                                                   |                               |        |         |        |      |       |        |       
|                                       | Net cash used in investing activities                                             |                               |        | (848    | )      |      |       | (656   | )     
|                                       |                                                                                   |                               |        |         |        |      |       |        |       
|CASH FLOWS FROM FINANCING ACTIVITIES:  |                                                                                   |                               |        |         |        |      |       |       
|                                       | Repayment of long-term debt                                                       |                               |        | (12,000 | )      |      |       | (9,306 | )     
|                                       | Payment of financing related fees                                                 |                               |        | (1,224  | )      |      |       |       |       
|                                       | Purchase of AT Holdings stock from former ESOP participants                       |                               |        | (235    | )      |      |       | (458   | )     
|                                       | Other, net                                                                        |                               |        | 60      |        |      |       | (35    | )     
|                                       |                                                                                   |                               |        |         |        |      |       |        |       
|                                       | Net cash used in financing activities                                             |                               |        | (13,399 | )      |      |       | (9,799 | )     
|                                       |                                                                                   |                               |        |         |        |      |       |        |       
|CASH AND CASH EQUIVALENTS:             |                                                                                   |                               |        |         |        |      |       |       
|Net increase (decrease) for the period |                                                                                   |                               | (9,979 | )       |        |      | 1,552 |       
|Balance, Beginning of period           |                                                                                   |                               | 17,769 |         |        |      | 8,057 |       
|                                       |                                                                                   |                               |        |         |        |      |       |        |       
|Balance, End of period                 |                                                                                   | $                             | 7,790  |         |        | $    | 9,609 |       
|                                       |                                                                                   |                               |        |         |        |      |       |        |       

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 26 WEEK PERIODS ENDED APRIL 26, 2003 AND APRIL 27, 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. These financial statements and
notes should be read in conjunction with the financial statements and related
notes included in Argo-Techs Annual Report on Form 10-K for the year ended
October 26, 2002. The results of operations for the 26 week and 13 week
periods ended April 26, 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):                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                                          |       |   |           |        |             |   |        |        | 
|----------------------------------------- | ----- | - | --------- | ------ | ----------- | - | ------ | ------ | 
|                                          |       |   | April 26, |        | October 26,
|                                          |       |   | 2003      |        | 2002       
|                                          |       |   |           |        |            
|Finished goods                            |       | $ | 1,744     |        |             | $ | 1,861  |       
|Work-in-process and purchased parts       |       |   | 17,896    |        |             |   | 16,593 |       
|Raw materials and supplies                |       |   | 11,119    |        |             |   | 11,723 |       
|                                          |       |   |           |        |             |   |        |       
|                                          | Total |   |           | 30,759 |             |   |        | 30,177 | 
|Reserve for excess and obsolete inventory |       |   | (4,861    | )      |             |   | (5,054 | )     
|                                          |       |   |           |        |             |   |        |       
|Inventories - net                         |       | $ | 25,898    |        |             | $ | 25,123 |       
|                                          |       |   |           |        |             |   |        |       

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

|                   |                     |       |   |                |        |                  |   |        |        |              |   |        |        |  |   |       |        | 
|------------------ | ------------------- | ----- | - | -------------- | ------ | ---------------- | - | ------ | ------ | ------------ | - | ------ | ------ |  | - | ----- | ------ | 
|                   |                     |       |   | April 26, 2003 |        | October 26, 2002
|                   |                     |       |   |                |        |                 
|                   |                     |       |   | Gross          |        | Accumulated      |   | Gross  |        | Accumulated 
|                   |                     |       |   | Amount         |        | Amortization     |   | Amount |        | Amortization
|                   |                     |       |   |                |        |                  |   |        |        |             
|Intangible assets: |                     |       |   |                |        |                  |   |        |        |              |   |        |        |  |   |      
|                   | Contracts           |       | $ | 17,100         |        |                  | $ | 9,549  |        |              | $ | 17,100 |        |  | $ | 8,693 |       
|                   | Spare parts annuity |       |   | 38,200         |        |                  |   | 9,377  |        |              |   | 38,200 |        |  |   | 8,537 |       
|                   | Patents             |       |   | 387            |        |                  |   | 138    |        |              |   | 387    |        |  |   | 126   |       
|                   |                     |       |   |                |        |                  |   |        |        |              |   |        |        |  |   |       |       
|                   |                     | Total |   | $              | 55,687 |                  |   | $      | 19,064 |              |   | $      | 55,687 |  |   | $     | 17,356 | 
|                   |                     |       |   |                |        |                  |   |        |        |              |   |        |        |  |   |       |       



|   |  | Amortization expense recorded on the intangible assets for the 13 week and 26
week periods ended April 26, 2003 and April 27, 2002 was $0.8 million and
$1.7 million, respectively. 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 its 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 26 week period ended April 26, 2003
(in thousands):

|                                                                     |  |   |       |  
|-------------------------------------------------------------------- |  | - | ----- | -
|Beginning balance                                                    |  | $ | 2,064 |  
|Accruals for warranties issued                                       |  |   | 39    |  
|Accruals for pre-existing warranties
(including changes in estimate) |  |   | 512   |  
|Warranty claims settled                                              |  |   | (324  | )
|                                                                     |  |   |       |  
|Ending balance                                                       |  | $ | 2,291 |  
|                                                                     |  |   |       |  



|6. |  | CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Environmental Matters - The soil and groundwater at Argo-Techs Cleveland,
Ohio facility and 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 the 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.
|  
|   |  | 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.                                                           

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|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 April 26, 2003

|                                                                                 |  |           |        |            |  |           |       |              |  |   |     |   |  |   |        |  
|-------------------------------------------------------------------------------- |  | --------- | ------ | ---------- |  | --------- | ----- | ------------ |  | - | --- | - |  | - | ------ | -
|                                                                                 |  | Aerospace |        | Industrial |  | Corporate |       | Consolidated
|                                                                                 |  |           |        |            |  |           |       |             
|Net revenues                                                                     |  | $         | 32,203 |            |  | $         | 9,505 |              |  | $ |    |   |  | $ | 41,708 |  
|Operating profit (loss)                                                          |  |           | 6,975  |            |  |           | 71    |              |  |   | (80 | ) |  |   | 6,966  |  
|Amortization of intangible assets                                                |  |           |        |            |  |           |       |              |  |   |     |   |  |   | 853    |  
|                                                                                 |  |           |        |            |  |           |       |              |  |   |     |   |  |   |        |  
|Income from operations                                                           |  |           |        |            |  |           |       |              |  |   |     |   |  |   | 6,113  |  
|Interest expense                                                                 |  |           |        |            |  |           |       |              |  |   |     |   |  |   | 5,323  |  
|Other, net                                                                       |  |           |        |            |  |           |       |              |  |   |     |   |  |   | (15    | )
|                                                                                 |  |           |        |            |  |           |       |              |  |   |     |   |  |   |        |  
|Income before income taxes                                                       |  |           |        |            |  |           |       |              |  |   |     |   |  | $ | 805    |  
|                                                                                 |  |           |        |            |  |           |       |              |  |   |     |   |  |   |        |  
|Capital expenditures                                                             |  |           | 191    |            |  |           | 192   |              |  |   |     |   |  |   | 383    |  
|Depreciation                                                                     |  |           | 634    |            |  |           | 318   |              |  |   | 101 |   |  |   | 1,053  |  
|Compensation expense recognized
in connection with employee
stock ownership plan |  |           | 559    |            |  |           | 71    |              |  |   |     |   |  |   | 630    |  

13 Week Period Ended April 27, 2002

|                                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   |        |  
|-------------------------------------------------------------------------------- |  | --------- | ------ | ---------- |  | --------- | ----- | ------------ |  | - | ---- | - |  | - | ------ | -
|                                                                                 |  | Aerospace |        | Industrial |  | Corporate |       | Consolidated
|                                                                                 |  |           |        |            |  |           |       |             
|Net revenues                                                                     |  | $         | 30,948 |            |  | $         | 8,398 |              |  | $ |     |   |  | $ | 39,346 |  
|Operating profit (loss)                                                          |  |           | 7,963  |            |  |           | 291   |              |  |   | (746 | ) |  |   | 7,508  |  
|Amortization of intangible assets                                                |  |           |        |            |  |           |       |              |  |   |      |   |  |   | 854    |  
|                                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   |        |  
|Income from operations                                                           |  |           |        |            |  |           |       |              |  |   |      |   |  |   | 6,654  |  
|Interest expense                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   | 5,266  |  
|Other, net                                                                       |  |           |        |            |  |           |       |              |  |   |      |   |  |   | (50    | )
|                                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   |        |  
|Income before income taxes                                                       |  |           |        |            |  |           |       |              |  |   |      |   |  | $ | 1,438  |  
|                                                                                 |  |           |        |            |  |           |       |              |  |   |      |   |  |   |        |  
|Capital expenditures                                                             |  |           | 255    |            |  |           | 188   |              |  |   |      |   |  |   | 443    |  
|Depreciation                                                                     |  |           | 696    |            |  |           | 343   |              |  |   | 172  |   |  |   | 1,211  |  
|Compensation expense recognized
in connection with employee
stock ownership plan |  |           | 560    |            |  |           | 70    |              |  |   |      |   |  |   | 630    |  

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26 Week Period Ended April 26, 2003

|                                                                                 |  |           |        |            |  |           |        |              |  |   |      |   |  |   |        |  
|-------------------------------------------------------------------------------- |  | --------- | ------ | ---------- |  | --------- | ------ | ------------ |  | - | ---- | - |  | - | ------ | -
|                                                                                 |  | Aerospace |        | Industrial |  | Corporate |        | Consolidated
|                                                                                 |  |           |        |            |  |           |        |             
|Net revenues                                                                     |  | $         | 58,995 |            |  | $         | 16,961 |              |  | $ |     |   |  | $ | 75,956 |  
|Operating profit (loss)                                                          |  |           | 13,305 |            |  |           | (227   | )            |  |   | (194 | ) |  |   | 12,884 |  
|Amortization of intangible assets                                                |  |           |        |            |  |           |        |              |  |   |      |   |  |   | 1,707  |  
|                                                                                 |  |           |        |            |  |           |        |              |  |   |      |   |  |   |        |  
|Income from operations                                                           |  |           |        |            |  |           |        |              |  |   |      |   |  |   | 11,177 |  
|Interest expense                                                                 |  |           |        |            |  |           |        |              |  |   |      |   |  |   | 10,620 |  
|Other, net                                                                       |  |           |        |            |  |           |        |              |  |   |      |   |  |   | (76    | )
|                                                                                 |  |           |        |            |  |           |        |              |  |   |      |   |  |   |        |  
|Income before income taxes                                                       |  |           |        |            |  |           |        |              |  |   |      |   |  | $ | 633    |  
|                                                                                 |  |           |        |            |  |           |        |              |  |   |      |   |  |   |        |  
|Capital expenditures                                                             |  |           | 433    |            |  |           | 415    |              |  |   |      |   |  |   | 848    |  
|Depreciation                                                                     |  |           | 1,262  |            |  |           | 638    |              |  |   | 205  |   |  |   | 2,105  |  
|Compensation expense recognized
in connection with employee
stock ownership plan |  |           | 1,120  |            |  |           | 140    |              |  |   |      |   |  |   | 1,260  |  

26 Week Period Ended April 27, 2002

|                                                                                 |  |           |        |            |  |           |        |              |  |   |      |   |  |   |        |  
|-------------------------------------------------------------------------------- |  | --------- | ------ | ---------- |  | --------- | ------ | ------------ |  | - | ---- | - |  | - | ------ | -
|                                                                                 |  | Aerospace |        | Industrial |  | Corporate |        | Consolidated
|                                                                                 |  |           |        |            |  |           |        |             
|Net revenues                                                                     |  | $         | 58,446 |            |  | $         | 16,091 |              |  | $ |     |   |  | $ | 74,537 |  
|Operating profit (loss)                                                          |  |           | 15,379 |            |  |           | 423    |              |  |   | (953 | ) |  |   | 14,849 |  
|Amortization of intangible assets                                                |  |           |        |            |  |           |        |              |  |   |      |   |  |   | 1,708  |  
|                                                                                 |  |           |        |            |  |           |        |              |  |   |      |   |  |   |        |  
|Income from operations                                                           |  |           |        |            |  |           |        |              |  |   |      |   |  |   | 13,141 |  
|Interest expense                                                                 |  |           |        |            |  |           |        |              |  |   |      |   |  |   | 10,857 |  
|Other, net                                                                       |  |           |        |            |  |           |        |              |  |   |      |   |  |   | (66    | )
|                                                                                 |  |           |        |            |  |           |        |              |  |   |      |   |  |   |        |  
|Income before income taxes                                                       |  |           |        |            |  |           |        |              |  |   |      |   |  | $ | 2,350  |  
|                                                                                 |  |           |        |            |  |           |        |              |  |   |      |   |  |   |        |  
|Capital expenditures                                                             |  |           | 384    |            |  |           | 272    |              |  |   |      |   |  |   | 656    |  
|Depreciation                                                                     |  |           | 1,418  |            |  |           | 681    |              |  |   | 385  |   |  |   | 2,484  |  
|Compensation expense recognized
in connection with employee
stock ownership plan |  |           | 1,120  |            |  |           | 140    |              |  |   |      |   |  |   | 1,260  |  

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

|                                                                |                                              |   |                      |    |                      |   |           |     |           |   |     |     |   |   |       |     | 
|--------------------------------------------------------------- | -------------------------------------------- | - | -------------------- | -- | -------------------- | - | --------- | --- | --------- | - | --- | --- | - | - | ----- | --- | 
|                                                                |                                              |   | 26 week period ended |    | 13 week period ended
|                                                                |                                              |   |                      |    |                     
|                                                                |                                              |   | April 26,            |    | April 27,            |   | April 26, |     | April 27,
|                                                                |                                              |   | 2003                 |    | 2002                 |   | 2003      |     | 2002     
|                                                                |                                              |   |                      |    |                      |   |           |     |          
|Net income                                                      |                                              | $ | 492                  |    |                      | $ | 2,256     |     |           | $ | 607 |     |   | $ | 1,202 |    
|Other comprehensive income (loss):                              |                                              |   |                      |    |                      |   |           |     |           |   |     |     |   |   |       |    
|                                                                | Foreign currency translation adjustment      |   |                      | 17 |                      |   |           | (93 | )         |   |     | (45 | ) |   |       | 111 | 
|                                                                |                                              |   |                      |    |                      |   |           |     |           |   |     |     |   |   |       |    
|                                                                | Other comprehensive income (loss)
before tax |   |                      | 17 |                      |   |           | (93 | )         |   |     | (45 | ) |   |       | 111 | 
|Income tax benefit related to other
comprehensive income (loss) |                                              |   |                     |    |                      |   |          |     |           |   |    |     |   |   |      |    
|                                                                |                                              |   |                      |    |                      |   |           |     |           |   |     |     |   |   |       |    
|Other comprehensive income (loss),
net of tax                   |                                              |   | 17                   |    |                      |   | (93       | )   |           |   | (45 | )   |   |   | 111   |    
|                                                                |                                              |   |                      |    |                      |   |           |     |           |   |     |     |   |   |       |    
|Comprehensive income                                            |                                              | $ | 509                  |    |                      | $ | 2,163     |     |           | $ | 562 |     |   | $ | 1,313 |    
|                                                                |                                              |   |                      |    |                      |   |           |     |           |   |     |     |   |   |       |    



|9. |  | NEW ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In June 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (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 determined the adoption of this statement had
no 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.
Argo-Tech will apply the recognition provisions of FIN 45 prospectively to
guarantees issued after December 31, 2002. Argo-Tech has not guaranteed any
other obligation before or after December 31, 2002 that would require
disclosure under FIN 45.                                                                                                             
|  
|   |  | In January 2003, the FASB issued 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. Management believes the adoption of this
interpretation is not likely to have a material impact on Argo-Techs
consolidated financial statements.                                                                                                                                                                              
|  
|   |  | In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. This
statement establishes how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity.
It requires that an issuer classify certain financial instruments (as
identified in the scope of the statement), as a liability (or an asset in
some circumstances), that were previously classified as equity. The
provisions of this statement are effective for financial instruments entered
into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003.
Management has not determined the impact, if any, that this statement will
have on Argo-Techs consolidated financial statements.

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| |  | 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | 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 consolidated financial
statements included with its 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.                                                                                                                                                                                                                                                          
|
| |  | Results of Operations for the 13 Week Period Ended April 26, 2003 Compared
With the 13 Week Period Ended April 27, 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | Net revenues for the 13 week period ended April 26, 2003 increased $2.4
million, or 6.1%, to $41.7 million from $39.3 million for the 13 week period
ended April 27, 2002. This increase was primarily due to an increase in
aerospace revenues of $1.3 million and an increase of $1.1 million in
industrial revenues. The increase in aerospace revenues was attributable to
an increase of $4.1 million of military revenues offset by a decrease of
$2.8 million in commercial aerospace revenues. Commercial OEM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

11



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| |  | revenues remained constant with last year at $5.7 million and commercial
aftermarket revenues decreased $2.8 million, or 16.0%, to $14.7 million in
the 13 week period ended April 26, 2003. 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, increased sales of
F-15, F-16 and F-22 airframe components, an increase in revenues related to
airframe components on the F-22 and Joint Strike Fighter development
programs, and higher sales of aftermarket parts on a variety of aerial
refueling and airframe programs. The $1.1 million increase in industrial
revenues was primarily attributable to increased cryogenic pump and ground
fueling revenues.                                                                                                                        
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Aerospace gross profit for the 13 week period ended April 26, 2003 decreased
$1.1 million, or 7.7%, to $13.2 million from $14.3 million in the 13 week
period ended April 27, 2002. Gross margin decreased to 41.0% for the 13
week period ended April 26, 2003 from 46.3% in the 13 week period ended
April 27, 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 April 26,
2003 decreased $0.1 million, or 3.4%, to $2.8 million from $2.9 million in
the 13 week period ended April 27, 2002. Gross margin decreased to 29.5% in
the 13 week period ended April 26, 2003 from 34.5% in the 13 week period
ended April 27, 2002. The decrease in gross profit and gross margin was
attributable to an increase in utility costs associated with the operation
of our business park and an unfavorable sales mix of ground fueling products
partially offset by an increase in cryogenic pump revenues.
|
| |  | Operating expenses for the 13 week period ended April 26, 2003 decreased
$0.5 million, or 4.8%, to $9.9 million from $10.4 million in the 13 week
period ended April 27, 2002. This decrease is primarily attributable to a
decrease of $1.0 million in research and development expenses due to an
increase in customer paid development expenses, which are included in cost
of revenues, and a decrease in spending related to programs nearing
completion. The decrease in research and development expense was partially
offset by an increase in selling, general and administrative expenses of
$0.5 million. Selling, general and administrative expenses for the 13 week
period ended April 26, 2003 includes $0.6 million due to a change in
classification and allocation of certain costs from cost of sales and the 13
week period ended April 27, 2002 includes a non-cash expense of $0.6 million
related to a salaried employee early retirement program. Operating expenses
as a percent of revenues decreased to 23.7% for the 13 week period ended
April 26, 2003 as compared to 26.5% for the 13 week period ended April 27,
2002.                                                            
|
| |  | Income from operations for the 13 week period ended April 26, 2003 decreased
$0.6 million, or 9.0%, to $6.1 million from $6.7 million in the 13 week
period ended April 27, 2002. As a percent of revenues, income from
operations for the 13 week period ended April 26, 2003 decreased to 14.6%
from 17.0% for the 13 week period ended April 27, 2002. These decreases
were primarily due to the decreased sales of higher margin commercial
aerospace aftermarket revenues, the increase in utility costs and an
unfavorable sales mix of ground fueling products offset by an increase in
cryogenic pump revenues and the decrease in operating expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Interest expense was $5.3 million for each of the 13 week periods ended
April 26, 2003 and April 27, 2002. While there was a lower outstanding
borrowing on the term loans for the 13 week period ended April 26, 2003 as
compared to the 13 week period ended April 27, 2002, the interest rate for
the current period was slightly higher as a result of Argo-Tech amending and
restating its credit facility in January 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | The income tax provision was $0.2 million for each of the 13 week periods
ended April 26, 2003 and April 27, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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| |  | Net income for the 13 week period ended April 26, 2003 decreased $0.6
million to $0.6 million from $1.2 million for the 13 week period ended April
27, 2002, primarily due to the revenue and expense factors discussed above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Results of Operations for the 26 Week Period Ended April 26, 2003 Compared
With the 26 Week Period Ended April 27, 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Net revenues for the 26 week period ended April 26, 2003 increased $1.4
million, or 1.9%, to $75.9 million from $74.5 million for the 26 week period
ended April 27, 2002. This increase was primarily due to an increase in
aerospace revenues of $0.5 million and a $0.9 million increase in industrial
revenues. The increase in aerospace revenues was attributable to a decrease
of $6.2 million of commercial aerospace revenues offset by an increase of
$6.7 million in military revenues. Commercial OEM revenues decreased $0.5
million, or 4.8%, to $9.9 million and commercial aftermarket revenues
decreased $5.7 million, or 16.7%, to $28.3 million in the 26 week period
ended April 26, 2003. Commercial OEM revenues decreased as a result of
lower overall engine requirements from our customers in response to reduced
aircraft build rates. Commercial aftermarket revenues were lower primarily
due to a decrease in demand for spare part sales and a decrease in repair
and overhaul services. Military revenues increased primarily due to revenue
related to increased sales of KC-135 aerial refueling components, increased
sales of F-16 and F-22 airframe components, an increase in revenues related
to airframe components on the F-22 and Joint Strike Fighter development
programs, and higher sales of aftermarket parts on a variety of aerial
refueling and airframe programs. Industrial revenues increased $0.9
million, primarily due to an increase in ground fueling and cryogenic pump
revenues offset by a decrease in industrial gas turbine revenues.
|
| |  | Aerospace gross profit for the 26 week period ended April 26, 2003 decreased
$1.6 million, or 5.8%, to $25.9 million from $27.5 million in the 13 week
period ended April 27, 2002. Gross margin decreased to 43.9% for the 26
week period ended April 26, 2003 from 47.1% in the 26 week period ended
April 27, 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
$1.1 million of certain costs to selling, general and administrative
expenses. Industrial gross profit for the 26 week period ended April 26,
2003 decreased $0.5 million, or 5.9%, to $5.1 million from $5.6 million in
the 26 week period ended April 27, 2002. The decrease in gross profit was
attributable to an increase in utility costs associated with the operation
of our business park and a decrease in industrial gas turbine revenues.
Gross margin, which decreased to 30.0% in the 26 week period ended April 26,
2003 from 34.8% in the 26 week period ended April 27, 2002, was lower
primarily due to the increase in utility costs and an unfavorable sales mix
of ground fueling products.                                                                                                                                                                                                                                                                                                                                           
|
| |  | Operating expense for each of the 26 week periods ended April 26, 2003 and
April 27, 2002 was $19.6 million. The increase in selling, general and
administrative expenses of $1.3 million was due to a $1.1 million change in
classification and allocation of certain costs from cost of sales and a $0.8
million increase primarily related to increased marketing costs and airline
bad debt expenses, partially offset by the non-recurrence of a non-cash
expense of $0.6 million related to a salaried employee early retirement
program in the 26 week period ended April 27, 2002. The increase in
selling, general and administrative expenses was offset by a decrease of
$1.3 million in research and development expenses due to an increase in
customer paid development expenses, which are included in cost of revenues,
and a decrease in spending related to programs nearing completion.
Operating expenses as a percent of revenues decreased to 25.8% for the 26
week period ended April 26, 2003 as compared to 26.3% for the 26 week period
ended April 27, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Income from operations for the 26 week period ended April 26, 2003 decreased
$1.9 million, or 14.5%, to $11.2 million from $13.1 million in the 26 week
period ended April 27, 2002. As a percent of revenues, income from
operations for the 26 week period ended April 26, 2003 decreased to 14.8%
from 17.6% for the 26 week period ended April 27, 2002. These decreases were
primarily due to the decrease                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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##### Table of Contents





| |  | in higher margin commercial aerospace aftermarket revenues, an increase in
utility costs associated with the operation of our business park and a
decrease in industrial gas turbine revenues partially offset by the decrease
in research and development expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Interest expense for the 26 week period ended April 26, 2003 decreased $0.2
million, or 1.9%, to $10.6 million from $10.8 million for the 26 week period
ended April 27, 2002 due to lower outstanding borrowings which were
partially offset by an increase in interest rates on the term loans.                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | The income tax provision was $0.1 million for each of the 26 week periods
ended April 26, 2003 and April 27, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Net income for the 26 week period ended April 26, 2003 decreased $1.8
million, or 78.3%, to $0.5 million from $2.3 million for the 26 week period
ended April 27, 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 26 week period ended April 26, 2003
decreased $10.0 million to $7.8 million. This was primarily due to a
decrease in operating income, a decrease in accounts payable and
accrued and other liabilities, an increase in inventory and prepaid expenses
and the scheduled repayment of term loans and payment of financing fees
associated with amending and restating the credit agreement, offset by a
decrease in receivables.                                                                                                                                                                                                                                     
|
| |  | Capital expenditures for the 26 weeks ended April 26, 2003 totaled $0.8
million compared to $0.7 million for the 26 weeks ended April 27, 2002.
Argo-Tech expects to incur capital expenditures of approximately $2.2
million for the remainder of fiscal year 2003, related to the continued
maintenance of facilities, equipment and systems to support current
operating activities.                                                                                                                                                                                                                                                                                                                
|
| |  | In January 2003, Argo-Tech amended and restated its credit facility.
Long-term debt at April 26, 2003 consisted of $29.8 million principal amount
of term loans and $193.4 million principal amount of senior subordinated
notes. Scheduled payments of $12.0 million were made on the term loans in
the 26 week period ended April 26, 2003. At April 26, 2003, Argo-Tech has
available, after $1.1 million in letters of credit, an $18.9 million
revolving credit facility. As of April 26, 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                     |  | $       | 4.0 |      |  | $    | 12.0 |      |  | $    | 13.8 |  |  | $ |  |  |  | $ | 195.0 | 
|Operating Leases                   |  |         | 0.2 |      |  |      | 0.3  |      |  |      |     |  |  |   |  |  |  |   |      | 
|                                   |  |         |     |      |  |      |      |      |  |      |      |  |  |   |   |  |  |   |       | 
|Total Contractual Cash Obligations |  | $       | 4.2 |      |  | $    | 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

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| |  | 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 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, especially as the industry is affected by commercial
airlines operating schedules, terrorism alert and health warnings and losses
in the airline industry; government regulation and oversight; defense
spending; competition; product and environmental liabilities; and risks
associated with its workforce, suppliers, and indebtedness.






| |  | 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 April 26, 2003, Argo-Tech had fixed rate debt totaling $195
million, including $1.6 million of accretion, at 8.625% and variable rate
debt under its existing credit facility of $29.8 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 (the 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 those controls subsequent to the Evaluation Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

15



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| |  | PART II - OTHER INFORMATION
| |  | ---------------------------






| |  | Item 6 - Exhibits and Reports on Form 8-K
| |  | -----------------------------------------

|    |  |                                                                                                                                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | 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

16



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##### Table of Contents






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: June 9, 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)                                         

17



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##### Table of Contents






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: June 9, 2003                                                                                                                                                                                                                                                                                                                                                                      

| |         |                                                                    
| | ------- | -------------------------------------------------------------------
| | By: /s/ | Michael S. Lipscomb
Michael S. Lipscomb
Chairman, President and CEO

18



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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: June 9, 2003                                                                                                                                                                                                                                                                                                                                                                      

| |         |                                                                 
| | ------- | ----------------------------------------------------------------
| | By: /s/ | Frances S. St. Clair
Frances S. St. Clair
Vice President and CFO

19