SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~May~~July 131, 2004, or

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

For the transition period from ~~____________~~ to ~~___________.~~ .

Commission file number 333-38223

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.)


Delaware		31-1521125
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)

23555 Euclid Avenue
Cleveland, Ohio		44117
(Address of principal executive offices)		(Zip code)

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

~~23555~~Indicate ~~Euclid~~by ~~Avenue~~check ~~Cleveland,~~mark ~~Ohio~~whether the registrant (~~Address~~1) has offiled ~~principal~~all ~~executive~~reports required ~~offices~~to be filed by Section 13 or 15(d) ~~44117~~of the Securities Exchange Act of 1934 during the preceding 12 months (~~Zip~~or ~~code~~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. x YES o NO

~~(216)~~Indicate ~~692-6000~~by check mark whether the registrant is an accelerated filer (~~Registrant’s~~as defined ~~telephone~~in ~~number,~~Rule 12b-2 ~~including~~of ~~area~~the ~~code~~Exchange Act). o YES x NO

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. [X] YES [ ] NO

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

All of the outstanding capital stock of the registrant is held by AT Holdings Corporation.

As of ~~May~~September 151, 2004, 1 share of the registrant’s common stock, $.01 par value, was outstanding.

INDEX

	Page No.
PART I — FINANCIAL INFORMATION
PART I - FINANCIAL INFORMATION
Item 1 – Condensed Financial Statements
Consolidated Balance Sheets as of May 1, 2004 and October 25, 2003		3
Consolidated Balance Sheets as of July 31, 2004 and October 25, 2003		3
Consolidated Statements of Net Income for the 27 week period and 13 week period ended May 1, 2004 and the 26 week period and 13 week period ended April 26, 2003		4
Consolidated Statements of Net Income (Loss) for the 40 week period and 13 week period ended July 31, 2004 and the 39 week period and 13 week period ended July 26, 2003		4
Consolidated Statements of Cash Flows for the 27 week period ended May 1, 2004 and the 26 week period ended April 26, 2003		5
Consolidated Statements of Cash Flows for the 40 week period ended July 31, 2004 and the 39 week period ended July 26, 2003		5
Notes to Consolidated Financial Statements		6 - 11
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations		11 - 1718
Item 3 - Quantitative and Qualitative Disclosure about Market Risk		1718
Item 4 – Controls and Procedures		1718
PART II — OTHER INFORMATION
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K		18
Item 6 – Exhibits		19
Signature		1920
Certifications		2021-2223
Exhibit 31.1 Certification of Pres and CEO
EX-4.1 INDENTURE
Exhibit 31.2 Certification of Vice Pres and CFO
EX-10.1 THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 32 Cert of CEO and CFO
EX-31.1 CERTIFICATION
EX-31.2 CERTIFICATION
EX-32 CERTIFICATION

PART I —- FINANCIAL INFORMATION

ITEM 1.
ARGO-TECH CORPORATION AND SUBSIDIARIES
(A Wholly-Owned Subsidiary of AT Holdings Corporation)

CONSOLIDATED BALANCE SHEETS ~~MAY~~ 1JULY 31, 2004 AND OCTOBER 25, 2003 (In thousands, except share data)

	2004			2003
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	153,~~383~~587		$	14,057
Receivables, net		28,~~701~~183			28,335
Income tax receivable		3,281			3,500
Inventories		2628,~~385~~625			25,701
Deferred income taxes and prepaid expenses		65,~~021~~831			5,352
Total current assets		7969,~~771~~507			76,945
PROPERTY AND EQUIPMENT, net of accumulated depreciation		22,~~718~~142			23,956
GOODWILL		110,059			110,059
INTANGIBLE ASSETS, net of accumulated amortization		3332,~~209~~355			34,916
DEFERRED FINANCING AND OTHER ASSETS		89,~~767~~688			9,921
Total Assets	$	~~254~~243,~~524~~751		$	255,797
LIABILITIES AND SHAREHOLDER’S EQUITY/(DEFICIENCY)
CURRENT LIABILITIES:
Current portion of long-term debt	$	~~13,000~~750		$	12,000
Accounts payable		56,~~220~~638			7,254
Accrued liabilities		2425,~~321~~313			22,757
Total current liabilities		4232,~~541~~701			42,011
LONG-TERM DEBT, net of current maturities		~~200~~264,~~512~~250			207,349
OTHER NONCURRENT LIABILITIES		21,~~701~~373			21,753
Total Liabilities		~~264~~318,~~754~~324			271,113
REDEEMABLE ESOP STOCK		14,887			15,452
Unearned ESOP stock		(~~420~~210	)		(840	)
		14,467			14,612
		14,677			14,612
SHAREHOLDER’S EQUITY/(DEFICIENCY):
Common Stock, $.01 par value, authorized 3,000 shares; 1 share issued and outstanding		—			—
Paid-in capital		—			—
Accumulated comprehensive loss		(2,~~067~~129	)		(2,143	)
Accumulated deficit		(2287,~~630~~121	)		(27,785	)
Total shareholder’s equity/(deficiency)		(2489,~~697~~250	)		(29,928	)
Total Liabilities and Shareholder’s Equity/(Deficiency)	$	~~254~~243,~~524~~751		$	255,797

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

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

CONSOLIDATED STATEMENTS OF NET INCOME (LOSS)

(In thousands)
UNAUDITED

	27 WeekPeriod Ended			26 WeekPeriod Ended			13 Week Periods Ended
	40 weekperiod ended			39 weekperiod ended			13 week period ended
	May 1, 2004			April 26, 2003			May 1, 2004			April 26, 2003
	July 31, 2004			July 26, 2003			July 31, 2004			July 26, 2003
Net revenues	$	91137,~~836~~388		$	75115,~~956~~373		$	4745,~~399~~552		$	4139,~~708~~417
Cost of revenues		5378,~~558~~990			4567,~~141~~884			2625,~~725~~432			2522,~~718~~743
Gross profit		3858,~~278~~398			3047,~~815~~489			20,~~674~~120			1516,~~990~~674
Selling, general and administrative		1321,~~980~~441			1319,~~156~~308			7,~~331~~461			6,~~778~~152
Research and development		58,~~715~~682			46,~~775~~784			32,~~332~~967			2,~~267~~009
Amortization of intangible assets		12,~~707~~560			12,~~707~~560			853			853
Operating expenses		2132,~~402~~683			1928,~~638~~652			11,~~516~~281			9,~~898~~014
Income from operations		1625,~~876~~715			1118,~~177~~837			98,~~158~~839			67,~~092~~660
Interest expense		1015,~~505~~995			1016,~~620~~005			5,~~082~~490			5,~~323~~385
Other, net		(12	)		(76	)		(8	)		(36	)
Debt extinguishment expense		12,961			—			12,961			—
Income before income taxes		6,383			633			4,084			805
Other, net		(10	)		(26	)		2			50
Income tax provision		2,070			141			1,395			198
Income / (loss) before income taxes		(3,231	)		2,858			(9,614	)		2,225
Net income	$	4,313		$	492		$	2,689		$	607
Income tax (benefit) / provision		(369	)		790			(2,439	)		649
Net income / (loss)	$	(2,862	)	$	2,068		$	(7,175	)	$	1,576

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE 2740 WEEK PERIOD ENDED ~~MAY~~JULY 131, 2004 AND THE 2639 WEEK PERIOD ENDED ~~APRIL~~JULY 26, 2003

(In thousands)
UNAUDITED

	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4,313		$	492
Net income (loss)	$	(2,862	)	$	2,068
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		12,~~924~~849			23,~~105~~125
Amortization of intangible assets and deferred financing costs		24,~~903~~248			24,~~852~~358
Accretion of bond discount		~~163~~219			~~148~~225
Compensation expense recognized in connection with employee stock ownership plan		1,260			1,260
Debt extinguishment expense		12,961			—
Deferred income taxes		(970	)		(1,085	)
Compensation expense recognized in connection with employee stock ownership plan		1,890			1,008
Deferred income taxes		(1,520	)		(1,331	)
Changes in operating assets and liabilities:
Receivables		~~(147~~371	)		1(2,~~593~~134	)
Inventories		(~~684~~2,924	)		(~~775~~1,752	)
Prepaid expenses		(~~600~~412	)		(~~593~~316	)
Accounts payable		(~~2,034~~616	)		(1,~~149~~439	)
Accrued and other liabilities		23,~~366~~561			~~(595~~4,989	)
Other, net		8421			1528
Net cash provided by operating activities		817,~~578~~786			48,~~268~~829
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(~~686~~1,035	)		(~~848~~1,287	)
Net cash used in investing activities		(~~686~~1,035	)		(~~848~~1,287	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt		(6,000	)		(12,000	)
Purchase of senior subordinated notes		(200,571	)		—
Payment of financing related fees		—			(1,224	)
Sale of senior notes		250,000			—
Borrowing of long term debt		15,000			—
Repayment of long-term debt		(25,850	)		(14,000	)
Payment of financing related fees		(7,500	)		(1,224	)
Purchase of AT Holdings stock from former ESOP participants		(566	)		(235	)
Dividend to AT Holdings		(57,734	)		—
Other, net		—			60
Net cash used in financing activities		(627,~~566~~221	)		(1315,399	)
CASH AND CASH EQUIVALENTS:
Net increase (decrease) for the period		1,326			(9,979	)
Net decrease for the period		(10,470	)		(7,857	)
Balance, Beginning of period		14,057			17,769
Balance, End of period	$	153,~~383~~587		$	79,~~790~~912

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2740 WEEK PERIOD ENDED ~~MAY~~JULY 131, 2004 AND THE 2639 WEEK PERIOD ENDED ~~APRIL~~JULY 26, 2003 (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. 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 required to fulfill the obligation of AT Holdings Corporation to purchase AT Holdings’ common stock in accordance with the provisions of the Argo-Tech Corporation Employee Stock Ownership Plan. As a result, that obligation has 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 and all of its subsidiaries 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, 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 25, 2003. The results of operations for the 13 and 27 week periods ended May 1, 2004 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):

	May 1,			October 25,
	2004			2003
Finished goods	$	2,642		$	1,481
Work-in-process and purchased parts		16,686			16,938
Raw materials and supplies		11,956			12,385
Total		31,284			30,804
Reserve for excess and obsolete inventory		(4,899	)		(5,103	)
Inventories — net	$	26,385		$	25,701

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. 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 required to fulfill the obligation of AT Holdings Corporation to purchase AT Holdings’ common stock in accordance with the provisions of the Argo-Tech Corporation Employee Stock Ownership Plan. As a result, that obligation has 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 and all of its domestic subsidiaries guarantee Argo-Tech’s senior notes issued in June 2004. Argo-Tech also has two wholly-owned, non-guarantor foreign subsidiaries which have inconsequential assets, liabilities and equity. Argo-Tech has no outside assets, liabilities or operations apart from its wholly-owned subsidiaries. The senior 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, 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 25, 2003. The results of operations for the 13 and 40 week periods ended July 31, 2004 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):


	July 31,			October 25,
	2004			2003
Finished goods	$	2,669		$	1,481
Work-in-process and purchased parts		18,685			16,938
Raw materials and supplies		12,372			12,385

Total		33,726			30,804
Reserve for excess and obsolete inventory		(5,101	)		(5,103	)

Inventories - net	$	28,625		$	25,701

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

	May 1, 2004				October 25, 2003
	Gross		Accumulated		Gross		Accumulated
	Amount		Amortization		Amount		Amortization
Intangible assets:
Contracts	$	17,100	$	11,259	$	17,100	$	10,404
Spare parts annuity		38,200		11,057		38,200		10,217
Patents		387		162		387		150
Total	$	55,687	$	22,478	$	55,687	$	20,771

The following is a summary of intangible assets, other than goodwill (in thousands):

	Amortization expense recorded on the intangible assets for the 13 week periods ended May 1, 2004 and April 26, 2003 was $0.9 million and for the 27 week period ended May 1, 2004 and the 26 week period ended April 26, 2003 was $1.7 million. The estimated amortization expense for each of the three succeeding fiscal years 2004 through 2006 is $3.4 million, fiscal year 2007 is $3.2 million and fiscal year 2008 is $1.7 million. The weighted-average amortization period for contracts is 10 years, spare parts annuity is 26 years and patents is 15 years.
	July 31, 2004				October 25, 2003
5.	PRODUCT WARRANTY
	Gross		Accumulated		Gross		Accumulated
	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 27 week period ended May 1, 2004 and the 26 week period ended April 26, 2003 (in thousands):
	Amount		Amortization		Amount		Amortization
Intangible assets:
Contracts	$	17,100	$	11,687	$	17,100	$	10,404
Spare parts annuity		38,200		11,477		38,200		10,217
Patents		387		168		387		150
Total	$	55,687	$	23,332	$	55,687	$	20,771

	2004			2003
Beginning balance	$	2,130		$	2,064
Accruals for warranties issued		160			39
Accruals for pre-existing warranties (including changes in estimate)		553			512
Warranty claims settled		(462	)		(324	)
Ending balance	$	2,381		$	2,291

Amortization expense recorded on the intangible assets for the 13 week periods ended July 31, 2004 and July 26, 2003 was $0.9 million and for the 40 week period ended July 31, 2004 and the 39 week period ended July 26, 2003 was $2.6 million. The estimated amortization expense for each of the three succeeding fiscal years 2004 through 2006 is $3.4 million, fiscal year 2007 is $3.2 million and fiscal year 2008 is $1.7 million. The intangible asset “Spare parts annuity” is the result of customer relationships that have been developed by supplying spare parts to our aftermarket customers. The weighted-average amortization period for contracts is 10 years, 26 years for spare parts annuity and 15 years for patents.

65. ~~EMPLOYEE~~PRODUCT BENEFIT PLANS The Company has two noncontributory defined benefit pension plans for qualifying hourly and salary employees. A plan covering salaried employees provides pension benefits that are based on the employees’ compensation and years of service. The future accrual of benefits was terminated in connection with the formation of the Employee Stock Ownership Plan (ESOP). A plan covering hourly employees provides benefits of stated amounts for each year of service. The Company’s funding policy is to contribute actuarially determined amounts allowable under Internal Revenue Service regulations.WARRANTY

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 40 week period ended July 31, 2004 and the 39 week period ended July 26, 2003 (in thousands):


	2004			2003
Beginning balance	$	2,130		$	2,064
Accruals for warranties issued					89
Accruals for pre-existing warranties (including changes in estimate)		982			789
Warranty claims settled		(592	)		(520	)

Ending balance	$	2,520		$	2,422

6. EMPLOYEE BENEFIT PLANS

The Company has two noncontributory defined benefit pension plans for qualifying hourly and salary employees. A plan covering salaried employees provides pension benefits that are based on the employees’ compensation and years of service. The future accrual of benefits was terminated in connection with the formation of the Employee Stock Ownership Plan (ESOP). A plan covering hourly employees provides benefits of stated amounts for each year of service. The Company’s funding policy is to contribute actuarially determined amounts allowable under Internal Revenue Service regulations.

A summary of the components of net periodic benefit cost for the pension plans is as follows (in thousands):

	27 week			26 week			13 week			13 week
	40 week			39 week			13 week			13 week
	period ended			period ended			period ended			period ended
	May 1, 2004			April 26, 2003			May 1, 2004			April 26, 2003
	July 31, 2004			July 26, 2003			July 31, 2004			July 26, 2003
Service cost	$	~~140~~209		$	~~139~~208		$	70		$	69
Interest cost		~~662~~993			~~649~~974			331			325
Expected return on plan assets		(~~878~~1,317	)		(~~746~~1,119	)		(439	)		(373	)
Net amortization and deferral		~~174~~261			~~192~~288			87			96
Net periodic pension cost	$	98146		$	~~234~~351		$	49		$	117

Argo-Tech iscontributed ~~expecting to contribute~~ $185,000 to the hourly pension plan in 2004. AsNo further ~~of May 1, 2004, no~~ contributions ~~have~~are ~~been~~scheduled ~~made. The Company also provides certain postretirement health care benefits~~ to ~~qualifying~~be ~~hourly retirees and their dependents~~made. ~~This benefit is not funded. A summary of the components of net periodic benefit cost for the postretirement benefit is as follows (in thousands):~~

	27 week		26 week		13 week		13 week
	period ended		period ended		period ended		period ended
	May 1, 2004		April 26, 2003		May 1, 2004		April 26, 2003
Service cost	$	93	$	94	$	43	$	47
Interest cost		455		402		213		201
Net amortization and deferral		88		11		23		5
Net periodic postretirement benefit cost	$	636	$	507	$	279	$	253

The Company also provides certain postretirement health care benefits to qualifying hourly retirees and their dependents. This benefit is not funded.

7.		CONTINGENCIES
		Environmental Matters — The soil and groundwater at Argo-Tech’s Euclid, 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 matters is not expected to materially affect Argo-Tech’s financial condition, results of operations or liquidity.

A summary of the components of net periodic benefit cost for the postretirement benefit is as follows (in thousands):


	40 week		39 week		13 week		13 week
	period ended		period ended		period ended		period ended
	July 31, 2004		July 26, 2003		July 31, 2004		July 26, 2003
Service cost	$	136	$	140	$	43	$	47
Interest cost		668		603		213		201
Net amortization and deferral		111		17		23		5

Net periodic postretirement benefit cost	$	915	$	760	$	279	$	253

7. CONTINGENCIES

Environmental Matters - The soil and groundwater at Argo-Tech’s Euclid, 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 matters is not expected to materially affect Argo-Tech’s financial condition, results of operations or liquidity.

8.		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, 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, specialty industrial hose, 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):

8. SEGMENT INFORMATION

13Argo-Tech ~~Week~~operates ~~Period~~in ~~Ended~~two ~~May 1~~business segments: Aerospace and Industrial. The Aerospace segment includes the design, ~~2004~~manufacture, distribution, repair and overhaul of aviation products, 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, specialty industrial hose, 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.

	Aerospace		Industrial		Corporate			Consolidated
Net revenues	$	35,076	$	12,323	$	—		$	47,399
Operating profit (loss)		9,932		156		(77	)		10,011
Amortization of intangible assets									853
Income from operations									9,158
Interest expense									5,082
Other, net									(8	)
Income before income taxes								$	4,084
Capital expenditures		140		142		—			282
Depreciation		544		307		100			951
Compensation expense recognized in connection with employee stock ownership plan		879		119					998

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.

13The ~~Week~~following ~~Period~~table ~~Ended~~presents ~~April 26,~~revenues ~~2003~~and other financial information by business segment (in thousands):

	Aerospace		Industrial		Corporate			Consolidated
Net revenues	$	32,203	$	9,505	$	—		$	41,708
Operating profit (loss)		6,975		71		(101	)		6,945
Amortization of intangible assets									853
Income from operations									6,092
Interest expense									5,323
Other, net									(36	)
Income before income taxes								$	805
Capital expenditures		283		100					383
Depreciation		634		318		101			1,053
Compensation expense recognized in connection with employee stock ownership plan		559		71					630

13 Week Period Ended July 31, 2004


	Aerospace		Industrial		Corporate			Consolidated
Net revenues	$	34,038	$	11,514	$	—		$	45,552
Operating profit (loss)		9,327		438		(73	)		9,692
Amortization of intangible assets									853

Income from operations									8,839
Interest expense									5,490
Debt extinguishment expense									12,961
Other, net									2

Loss before income taxes								$	(9,614	)

Capital expenditures		183		166					349
Depreciation		521		304		100			925
Compensation expense recognized in connection with employee stock ownership plan		553		77					630

13 Week Period Ended July 26, 2003


	Aerospace			Industrial			Corporate			Consolidated
Net revenues	$	28,766		$	10,651		$	—		$	39,417
Operating profit (loss)		7,304			1,300			(91	)		8,513
Amortization of intangible assets											853

Income from operations											7,660
Interest expense											5,385
Other, net											50

Income before income taxes										$	2,225

Capital expenditures		347			92						439
Depreciation		601			315			104			1,020
Compensation expense recognized in connection with employee stock ownership plan		(233	)		(19	)					(252	)

2740 Week Period Ended ~~May~~July 131, 2004

	Aerospace		Industrial		Corporate			Consolidated
Net revenues	$	6599,~~942~~980	$	2537,~~894~~408	$	—		$	91137,~~836~~388
Operating profit (loss)		1827,~~113~~440		~~631~~1,069		(~~161~~234	)		1828,~~583~~275
Amortization of intangible assets									12,~~707~~560
Income from operations									1625,~~876~~715
Interest expense									1015,~~505~~995
Other, net									(12	)
Debt extinguishment expense									12,961
Income before income taxes								$	6,383
Other, net									(10	)
Capital expenditures		498		188					686
Loss before income taxes								$	(3,231	)
Depreciation		1,108		616		200			1,924
Capital expenditures		681		354					1,035
Compensation expense recognized in connection with employee stock ownership plan		1,110		150					1,260
Depreciation		1,629		920		300			2,849
Compensation expense recognized in connection with employee stock ownership plan		1,663		227					1,890

2639 Week Period Ended ~~April~~July 26, 2003

Aerospace

Industrial

Corporate

Consolidated

Net revenues

5887,~~995~~762

1627,~~961~~611

—

75115,~~956~~373

Operating profit (loss)

1320,~~305~~609

~~(227~~1,073

)

(~~194~~285

)

1221,~~884~~397

Amortization of intangible assets

12,~~707~~560

Income from operations

1118,~~177~~837

Interest expense

1016,~~620~~005

Other, net

(7626

)

Income before income taxes

~~633~~2,858

Capital expenditures

~~589~~936

~~259~~351

~~848~~1,287

Depreciation

1,~~262~~863

~~638~~953

~~205~~309

23,~~105~~125

Compensation expense recognized in connection with employee stock ownership plan

~~1,120~~887

~~140~~121

1,~~260~~008

9. OTHER COMPREHENSIVE INCOME ~~The following table presents other comprehensive income, which includes foreign currency translation adjustments (in thousands):~~

	27 week		26 week		13 week			13 week
	period ended		period ended		period ended			period ended
	May 1, 2004		April 26, 2003		May 1, 2004			April 26, 2003
Net income	$	4,313	$	492	$	2,689		$	607
Other comprehensive income (loss):
Foreign currency translation adjustment		76		17		(5	)		(45	)
Other comprehensive income (loss) before tax		76		17		(5	)		(45	)
Income tax benefit related to other comprehensive income (loss)		—		—		—			—
Other comprehensive income (loss), net of tax		76		17		(5	)		(45	)
Comprehensive income	$	4,389	$	509	$	2,684		$	562

The following table presents other comprehensive income, which includes foreign currency translation adjustments (in thousands):


	40 week			39 week		13 week			13 week
	period ended			period ended		period ended			period ended
	July 31, 2004			July 26, 2003		July 31, 2004			July 26, 2003
Net income (loss)	$	(2,862	)	$	2,068	$	(7,175	)	$	1,576
Other comprehensive income (loss):
Foreign currency translation adjustment		14			26		(62	)		9

Other comprehensive income (loss) before tax		14			26		(62	)		9
Income tax related to other comprehensive income (loss)		—			—		—			—

Other comprehensive income (loss), net of tax		14			26		(62	)		9

Comprehensive income (loss)	$	(2,848	)	$	2,094	$	(7,237	)	$	1,585

10. NEW ACCOUNTING PRONOUNCEMENTS In December 2003, the Financial Accounting Standards Board (“FASB”) issued a revised FASB Interpretation No. (“FIN”) 46, “Consolidation of Variable Interest Entities.” FIN 46 requires existing, unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among the parties involved. Argo-Tech is not associated with variable interest entities; therefore, the adoption of this statement did not have any effect on Argo-Tech’s consolidated financial position or results of operations. In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act was enacted, which introduced a Medicare prescription drug benefit and a federal subsidy to sponsors of retiree health-care plans that provide a benefit at least actuarially equivalent to the Medicare benefit. In accordance with FASB Staff Position (“FSP”) Statement of Financial Accounting Standards (“SFAS”) No. 106-2, Argo-Tech has elected to defer recognition of the effects of the new Medicare Act. The accumulated postretirement benefit obligation and net periodic postretirement benefit cost do not reflect the provisions of the Act. Specific authoritative guidance on accounting for the federal subsidy is pending and may require changes to previously reported information. In December 2003, the FASB issued a revision to SFAS No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” which expands the disclosure requirements regarding plan assets and benefit obligations for Argo-Tech’s two noncontributory defined benefit pension plans and its postretirement benefit plan. Argo-Tech adopted the provisions of this statement effective with the period beginning February 1, 2004 (see Note 6). 11. RECENT EVENTS Argo-Tech Corporation established an Employee Stock Ownership Plan (ESOP) in 1994 to provide retirement benefits to qualifying, salaried employees. Shares of AT Holdings’ common stock were purchased by the ESOP from the proceeds of a loan made by Argo-Tech to the ESOP and are held in a suspense account and released to eligible participants on a pro rata basis as loan principal payments are made. Based on the loan payment schedule, the release of the final 21,000 shares of stock, representing a half–year allocation of common stock from the suspense account, will be made in October 2004. Argo-Tech has decided to continue this employee benefit by contributing to the ESOP another 21,000 shares of AT Holdings’ common stock in fiscal year 2004 and 42,000 shares in fiscal year 2005. These shares of stock are being contributed from shares that have been repurchased from former ESOP participants and are currently being held in treasury stock. All hourly employees at the Cleveland facility are represented by the United Auto Workers union under a collective bargaining agreement that expired on March 31, 2004. Argo-Tech is currently negotiating a new collective bargaining agreement with the UAW and continues to operate under the existing agreement, which is renewed on a daily basis until negotiations are completed. 12. SUBSEQUENT EVENT In May 2004, Argo-Tech launched a tender offer and consent solicitation to purchase all of its outstanding 8 5/8% senior subordinated notes due 2007.

11In December 2003, the Financial Accounting Standards Board (“FASB”) issued a revised FASB Interpretation No. (“FIN”) 46, “Consolidation of Variable Interest Entities.” FIN 46 requires existing, unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among the parties involved. Argo-Tech is not associated with variable interest entities; therefore, the adoption of this statement did not have any effect on Argo-Tech’s consolidated financial position or results of operations.

~~Table~~In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act was enacted, which introduced a Medicare prescription drug benefit and a federal subsidy to sponsors of ~~Contents~~retiree health-care plans that provide a benefit at least actuarially equivalent to the Medicare benefit. In accordance with FASB Staff Position (“FSP”) Statement of Financial Accounting Standards (“SFAS”) No. 106-2, Argo-Tech has elected to defer recognition of the effects of the new Medicare Act. The accumulated postretirement benefit obligation and net periodic postretirement benefit cost do not reflect the provisions of the Act. Specific authoritative guidance on accounting for the federal subsidy is pending and may require changes to previously reported information.

In December 2003, the FASB issued a revision to SFAS No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” which expands the disclosure requirements regarding plan assets and benefit obligations for Argo-Tech’s two noncontributory defined benefit pension plans and its postretirement benefit plan. Argo-Tech adopted the provisions of this statement effective with the period beginning February 1, 2004 (see Note 6).

11. RECENT EVENTS

In June 2004, Argo-Tech Corporation issued $250.0 million of 9-1/4% senior notes due 2011 and amended and restated its senior credit facility. The proceeds from the offering of the notes, together with cash on hand and borrowings under our amended and restated senior credit facility, were used to refinance our previous indebtedness and the capital structure of AT Holdings Corporation, our parent company, by: purchasing through a tender offer and redemption our outstanding $195.0 million 8-5/8% senior subordinated notes due 2007, together with a premium of $5.6 million and accrued and unpaid interest of $4.0 million; dividending $57.6 million to AT Holdings Corporation to redeem all of AT Holdings’ outstanding Series A Cumulative Exchangeable Redeemable Preferred Stock at 100% of the $30.0 million liquidation preference, together with accrued and unpaid dividends of $27.6 million; and restating $19.8 million of term loans outstanding under our existing senior credit facility. $7.5 million of the proceeds were used to pay transaction fees and expenses. Our amended and restated senior credit facility provides for a $30.0 million five-year revolving credit facility and a $15.0 million five-year term loan facility.

A new collective bargaining agreement with the UAW, representing all hourly employees at the Cleveland facility, was ratified in July 2004. The new agreement will expire on March 31, 2008.

ITEM 2.

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

Overview

Argo-Tech is a global designer, manufacturer and servicer of high performance fuel flow devices and systems. We operate in two business segments, Aerospace and Industrial. The Aerospace segment consists of aircraft engine fuel pumps and other engine products, commercial ~~and~~ and military products and ~~systems found on a plane’s airframe, and aerial~~ ~~refueling pumps and related equipment. The Industrial segment includes~~ ~~ground fueling nozzles, hoses and other ground fueling components, an~~ ~~automated fuel management system, cryogenic pumps and nozzles and the operation of a business park in Cleveland, Ohio.~~

~~The following is management’s discussion and analysis of certain significant~~11 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.

Export Sales

Substantially all of our export sales are denominated in U. S. dollars. Export sales for the 27 week period ended May 1, 2004 were $35.1 million. Sales to Europe were $23.3 million and sales to all other regions, individually less that 10%, were $11.8 million for the 27 week period ended May 1, 2004.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which enable the fair presentation of our financial position and results of operations. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies reflect its more significant estimates and assumptions used in the preparation of its consolidated financial statements.

Revenue Recognition. Revenues are generally recognized when goods are shipped or services provided, at which time title and risk of loss passes to the customer. Substantially all sales are made pursuant to firm, fixed-price purchase orders received from customers. We have executed long-term supply agreements with certain of our OEM customers. These agreements require Argo-Tech to supply all the amounts ordered by the customers during the term of the agreements (generally three to five years) at specified prices. Under certain of these agreements, we expect to incur losses. Provisions for estimating losses on these contracts are made in the period in which such losses are identified based on cost and pricing information and estimated future shipment quantities provided by the customer. The cumulative effect of revisions to estimated losses on contracts is recorded in the accounting period in which the amounts become known and can be reasonably estimated. Such revisions could occur at any time there are changes to estimated future revenues or costs. Revenue from certain fixed price engineering contracts for which costs can be reliably estimated are recognized based on milestone billings. Variations in actual labor performance, changes to estimated profitability and final contract settlements may result in revisions to the cost estimates. Revisions in cost estimates as contracts progress have the effect of increasing or decreasing profits in the period of revision. We record estimated reductions to revenue for volume-based incentives based on expected customer activity for the applicable period. Revisions for

~~volume-based~~systems ~~incentives~~found ~~are~~on a plane’s airframe, and aerial ~~recorded~~refueling inpumps ~~the~~and ~~accounting~~related ~~period~~equipment. inThe ~~which~~Industrial ~~such~~segment ~~estimates~~includes ground ~~can~~fueling benozzles, ~~reasonably~~hoses and other ground fueling components, an ~~determined~~automated fuel management system, cryogenic pumps and nozzles and the operation of a business park in Cleveland, Ohio.

~~Valuation~~The offollowing ~~Accounts~~is ~~Receivable~~management’s discussion and ~~Allowance~~analysis ~~for Doubtful Accounts. We evaluate the collectibility~~ of ~~our~~certain ~~trade receivables based on a combination~~significant of factors. Wewhich ~~regularly~~have ~~analyze~~affected ~~our customer accounts, and when we become aware of a specific customer~~Argo-Tech’s ~~inability to meet its~~ financial ~~obligation~~position ~~to us,~~and ~~such as in the case of bankruptcy filings, we immediately record a bad~~operating ~~debt~~results ~~expense~~during ~~and reduce~~ the ~~related~~periods ~~receivable~~presented toin the ~~amount~~accompanying ~~we reasonably~~condensed ~~believe~~consolidated isfinancial ~~collectible~~statements. WeArgo-Tech’s ~~estimate~~fiscal ~~the~~year ~~allowance~~ends ~~for doubtful accounts based~~ on the ~~aging~~last Saturday of ~~the~~October ~~accounts receivable, customer creditworthiness~~ and ~~historical~~ ~~experience.~~is ~~Our~~identified ~~estimate~~according ofto the ~~allowance~~calendar ~~amounts~~year ~~includes~~in ~~amounts~~which ~~for~~it ~~specifically identified losses and a general amount for estimated losses~~ends. ~~If circumstances change or~~ ~~economic conditions deteriorate, our estimates of the recoverability of~~ ~~receivables could be further adjusted.~~

Export Sales

Substantially all of our export sales are denominated in U. S. dollars. Export sales for the 40 week period ended July 31, 2004 were $53.1 million. Sales to Europe were $34.1 million and sales to all other regions, individually less than 10%, were $19.0 million for the 40 week period ended July 31, 2004.

Critical Accounting Policies

Revenue Recognition. Revenues are generally recognized when goods are shipped or services provided, at which time title and risk of loss passes to the customer. Substantially all sales are made pursuant to firm, fixed-price purchase orders received from customers. We have executed long-term supply agreements with certain of our OEM customers. These agreements require Argo-Tech to supply all the amounts ordered by the customers during the term of the agreements (generally three to five years) at specified prices. Under certain of these agreements, we expect to incur losses. Provisions for estimating losses on these contracts are made in the period in which such losses are identified based on cost and pricing information and estimated future shipment quantities provided by the customer. The cumulative effect of revisions to estimated losses on contracts is recorded in the accounting period in which the amounts become known and can be reasonably estimated. Such revisions could occur at any time there are changes to estimated future revenues or costs. Revenue from certain fixed price engineering contracts for which costs can be reliably estimated are recognized based on milestone billings. Variations in actual labor performance, changes to estimated profitability and final contract settlements may result in revisions to the cost estimates. Revisions in cost estimates as contracts progress have the effect of increasing or decreasing profits in the period of revision. We record estimated reductions to revenue for volume-based incentives based on expected customer activity for the applicable period. Revisions for volume-based incentives are recorded in the accounting period in which such estimates can be reasonably determined.

Valuation of Accounts Receivable and Allowance for Doubtful Accounts. We evaluate the collectibility of our trade receivables based on a combination of factors. We regularly analyze our customer accounts, and when we become aware of a specific customer’s inability to meet its financial obligation to us, such as in the case of bankruptcy filings, we immediately record a bad debt expense and reduce the related receivable to the amount we reasonably believe is collectible. We estimate the allowance for doubtful accounts based on the aging of the accounts receivable, customer creditworthiness and historical experience. Our estimate of the allowance amounts includes amounts for specifically identified losses

and a general amount for estimated losses. If circumstances change or economic conditions deteriorate, our estimates of the recoverability of receivables could be further adjusted.

Valuation of Inventories. Our inventory purchases and commitments are made in order to build inventory to meet future shipment schedules based on forecasted demand for our products. Inventories are stated at the lower of cost or market, with cost being determined on the first-in, first-out, or FIFO, method. Periodically, we perform a detailed assessment of inventory, which includes a review of, among other factors, historical sales activity, future demand requirements, product life cycle and development plans and quality issues. Based on this analysis, we record provisions for potentially obsolete or slow-moving inventory to reflect inventory at net realizable value. These provisions could vary significantly, either favorably or unfavorably, from actual requirements based upon future economic conditions, customer inventory levels or competitive factors that were not foreseen, or did not exist, when the valuation allowances were established.

Valuation of Goodwill and Intangible Assets. Goodwill and identified intangible assets are recorded at fair value on the date of acquisition. Intangible assets other than goodwill are recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed or exchanged, regardless of our intent to do so. Intangible assets, such as goodwill, that have an indefinite useful life are not amortized. All other intangible assets are amortized over their estimated useful lives. We review goodwill and purchased intangible assets for impairment annually, or whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Our asset impairment review assesses the fair value of the assets based on the future cash flows the assets are expected to generate. This approach uses our estimates of future market growth, forecasted revenue and costs and appropriate discount rates. When impairment is identified, the carrying amount of the asset is reduced to its estimated fair value.

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~~our products, changes in product mix and other factors. Demand for ~~its~~our 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 ~~May~~July 131, 2004 Compared ~~With~~ With the 13 Week Period Ended ~~April~~July 26, 2003

Net revenues for the 13 week period ended ~~May~~July 131, 2004 increased $56.71 million, or 1315.75%, to $4745.45 million from $4139.74 million for the 13 week period ended ~~April~~July 26, 2003. This increase was primarily due to an increase in aerospace revenues of $25.93 million and an increase of $20.8 million in industrial revenues. The increase in aerospace revenues was attributable to an increase of $14.97 million of commercial aerospace revenues and $1.0.6 million of military revenues. Commercial OEM revenues increased $0.6 million, or 12.2%, to $5.5 million and commercial aftermarket revenues increased $4.1 million, or 31.5%, to $17.1 million in the 13 week period ended July 31, 2004. Commercial OEM revenues increased primarily as a result of an increase in pump requirements from our customers. Commercial aftermarket revenues were higher primarily due to an increase in repair and overhaul activities along with an increase in the demand for spare parts. Military revenues increased primarily due to revenue related to increased sales on a variety of main engine OEM pumps and aftermarket components as well as an increase in revenues related to airframe components on various OEM development programs partially offset by a decrease in OEM and aftermarket revenues related to airframe components. The $0.8 million increase in industrial revenues was primarily attributable to an increase of

~~increased~~ $02.~~6 million, or 10.5%, to $6.3 million and commercial aftermarket revenues increased $1.3 million, or 8.8%, to $16.~~0 million in ~~the~~ground ~~13 week~~fueling period ended May 1, 2004. Commercial OEM revenues increased primarily as a result of an increase in pump requirements from our customers. Commercial aftermarket revenues were higher primarily due to an increase in repair and ~~overhaul~~ activities along with a slight increase in the demand for spare part sales. Military revenues increased primarily due to revenue related to increased sales on a variety of OEM and aftermarket main engine pumps and components as well as an increase in revenues related to airframe components on various OEM development programs. The $2.8 million increase in industrial ~~revenues~~gas ~~was~~turbine ~~primarily attributable to an increase of $3.9 million in military ground fueling~~ revenues offset by a decrease of $1.1 2 million in ~~industrial gas turbine and~~ cryogenic pump revenues.

Aerospace gross profit for the 13 week period ended ~~May~~July 131, 2004 increased $3.4 million, or 2526.68%, to $16.61 million from $1312.27 million in the 13 week period ended ~~April~~July 26, 2003. Gross margin increased to 47.4% for the 13 week period ended ~~May~~July 131, 2004 from 4144.01% in the 13 week period ended ~~April~~ July 26, 2003. The increase in gross profit and gross margin is primarily attributable to the increase in ~~military revenues and~~ higher margin commercial aerospace aftermarket revenues along with an increase in operating efficiencies at both our Cleveland and Costa Mesa facilities. Industrial gross profit for the 13 week ~~period~~periods ended ~~May~~July 131, 2004 ~~increased $1.3~~and July ~~million~~26, or2003 ~~46.4%,~~was to $4.10 million ~~from $2~~.~~8 million~~ An increase in ~~the~~ground ~~13 week~~fueling gross profit, attributable to increased ~~period~~revenues, ~~ended~~was ~~April 26~~offset by a decrease in cryogenic gross profit, ~~2003.~~attributable to a decrease in cryogenic revenue and an increase in manufacturing costs. Gross margin ~~increased~~decreased to 3334.38% in the 13 week period ended ~~May~~July 131, 2004 from 2937.57% in the 13 week period ended ~~April~~July 26, 2003. The ~~increase~~decrease in gross ~~profit and gross~~ margin was primarily attributable to ana ~~increase~~decrease in ~~military~~revenue ~~ground fueling revenues~~ and ~~reduced operating expenses of our business park partially offset by~~ an increase in in manufacturing costs for our cryogenic pump products.

Operating expenses for the 13 week period ended ~~May~~July 131, 2004 increased $12.63 million, or 1625.26%, to $11.53 million from $9.90 million in the 13 week period ended ~~April~~July 26, 2003. This increase is primarily attributable to an ~~increase~~ increase of $1.03 million in ~~research and development expenses and $0.6 million in~~ selling, general and administrative expenses related to ~~increased~~ increased incentive compensation and marketing costs, including commissions and royalties, and $1.0 million ~~The~~in research and development expenses. The increase in research and development expenses is primarily due to a decrease in customer -paid development expenses. Operating expenses as a ~~percent~~percentage of revenues increased to 24.38% for the 13 week period ended ~~May~~July 131, 2004 as compared to 2322.78% for the 13 week period ended ~~April~~July 26, 2003.

Income from operations for the 13 week period ended ~~May~~July 131, 2004 increased $31.1 million, or 5014.83%, to $98.28 million from $67.17 million in the 13 week period ended ~~April~~July 26, 2003. As a ~~percent~~percentage of revenues, income from operations for the 13 week period ended ~~May~~July 131, 2004 ~~increased~~decreased to 19.43% ~~from~~ 14from 19.65% for the 13 week period ended ~~April~~July 26, 2003. ~~These~~The ~~increases~~increase ~~were~~in income from operations was primarily due to increased ~~military revenues, increased~~ sales of higher ~~margin~~ margin commercial aerospace aftermarket revenues and the increase in ~~military~~ ground fueling revenues, partially offset by ana ~~increase~~decrease in cryogenic pump revenues, an increase in cryogenic pump manufacturing costs and higher operating expenses.

Interest expense for the 13 week period ended ~~May~~July 131, 2004 ~~decreased~~increased $0.21 million, or 31.89%, to $5.15 million from $5.34 million in the 13 week period ended ~~April~~July 26, 2003 primarily due to athe ~~lower~~increase in interest ~~rate~~expense ~~applied~~on ~~to lower~~the ~~outstanding~~$250.0 million ~~borrowings~~of 9-1/4% senior notes issued in June 2004.

~~The~~Debt ~~income~~extinguishment ~~tax~~expense ~~provision~~of ~~was~~ $112.49 million ~~for~~was incurred in the 13 week period ended ~~May 1~~July 31, 2004. asThis ~~compared~~expense tois for the write-off of $06.2 1 million ~~for~~of deferred financing fees associated with the ~~13 week~~refinancing ~~period~~of ~~ended~~our 8-5/8% ~~April~~senior subordinated notes and the amendment and restatement of our credit agreement, $5.5 26million for the tender, consent and redemption fees ~~2003.~~associated ~~This~~with ~~increase~~the isrefinancing ~~primarily~~of ~~due~~the to8-5/8% ansenior ~~increase~~subordinated innotes ~~pre~~and recognition of the remaining accretion of $1.3 million on a portion of the 8-~~tax~~5/8% ~~income~~senior subordinated notes that were issued at a discount.

~~Net~~The income tax benefit was $2.4 million for the 13 week period ended ~~May 1~~July 31, 2004 ~~increased~~as ~~$2.1 million~~ compared to ~~$2.7 million~~a ~~from~~provision of $0.6 million for the 13 week period ended ~~April~~July 26, 2003,. This decrease is primarily due to the ~~revenue~~decrease ~~and~~in pre-tax ~~expense~~income ~~factors~~related ~~discussed~~to ~~above~~debt extinguishment expenses.

Net income for the 13 week period ended July 31, 2004 decreased $8.8 million to a loss of $7.2 million from income of $1.6 million for the 13 week period ended July 26, 2003, primarily due to the revenue and expense factors discussed above.

Results of Operations for the 2740 Week Period Ended ~~May~~July 131, 2004 Compared ~~With~~ With the 2639 Week Period Ended ~~April~~July 26, 2003

Net revenues for the 2740 week period ended ~~May~~July 131, 2004 increased $1522.90 million, or 2019.91%, to $91137.84 million from $75115.94 million for the 2639 week period ended ~~April~~July 26, 2003. This increase was primarily due to an increase in aerospace revenues of $712.02 million and ana $8.9.8 million increase in industrial revenues. The increase in aerospace revenues was attributable to an increase of $1.6.3 million of commercial aerospace revenues and an increase of $5.49 million in military revenues. Commercial OEM revenues increased $1.17 million, or 11.15%, to $1116.05 million and commercial aftermarket revenues increased $04.56 million, or 111.81%, to $2846.80 million in the 2740 week period ended ~~May~~July 131, 2004. Commercial OEM revenues increased primarily as a result of an increase in pump requirements from our customers. Commercial aftermarket revenues increased ~~slightly~~ primarily due to anincreases ~~increase~~ in repair and overhaul services ~~offset by~~and ~~a decrease in~~ demand for spare ~~part sales. The lower demand for spare part sales is a result of the availability of spare~~ parts ~~taken from parked aircraft and the deferral of maintenance~~. Military revenues increased primarily due to revenue related to increased sales on a variety of OEM and aftermarket main engine fuel ~~pump~~pumps and ~~airframe~~ components as well as an increase in revenues related to airframe components on various OEM ~~development~~ and OEM development programs, partially offset by a decrease in aftermarket revenues related to airframe components. Industrial revenues increased $8.9.8 million, primarily attributable to an increase of $6.8.7 million in ground fueling revenues, of which $67.10 million was attributable to military sales, and $21.53 million in cryogenic pump revenues, offset by a slight ~~decreases~~decrease in ~~industrial gas turbine and~~ business park revenues.

Aerospace gross profit for the 2740 week period ended ~~May~~July 131, 2004 increased $48.61 million, or 1721.80%, to $3046.57 million from $2538.96 million in the 2639 week period ended ~~April~~July 26, 2003. Gross margin increased to 46.37% for the 27 40 week period ended ~~May~~July 131, 2004 from 4344.90% in the 2639 week period ended ~~April~~ July 26, 2003. The increase in gross profit and gross margin is primarily attributable to an increase in higher margin commercial aerospace aftermarket revenues, an increase in military revenues and an increase in operating efficiencies at both our Cleveland and Costa Mesa facilities. Industrial gross profit for the 2740 week period ended ~~May~~July 131, 2004 increased $2.8 million, or 5430.98%, to $711.9 million from $59.1 million in the 2639 week period ended ~~April~~July 26, 2003, primarily as a result of an increase in ground fueling gross profit, attributable to increased revenues, offset by a decrease in cryogenic gross profit, attributable to an increase in manufacturing costs. Gross margin ~~increased~~decreased to 3031.58% in the 2740 week ~~period~~ period ended ~~May~~July 131, 2004 from 3033.0% in the 2639 week period ended ~~April~~July 26, ~~2003.~~ ~~The increase in gross profit and gross margin is primarily~~2003, primarily attributable to an increase in ~~military~~manufacturing ~~ground~~costs ~~fueling~~for ~~revenues partially~~our ~~offset by the increase in lower margin~~ cryogenic pump ~~revenues~~products.

Operating expenses for the 2740 week period ended ~~May~~July 131, 2004 increased $14.80 million, or 913.29%, to $2132.47 million from $1928.67 million in the 2639 week period ended ~~April~~July 26, 2003. This increase is primarily due to an increase in selling, general and administrative expenses of $02.91 million and research and development expenses of $01.9 million. The increase in selling, general and administrative expenses of $02.91 million was related to anincreased incentive ~~increase~~compensation in and marketing ~~expenses~~costs, including commissions and royalties. The increase in research and development expenses is primarily due to a decrease in customer paid development expenses. Operating expenses as a ~~percent~~percentage of revenues decreased to 23.38% for the 2740 week period ended ~~May~~ July 131, 2004 as compared to 2524.89% for the 2639 week period ended ~~April~~July 26, 2003.

Income from operations for the 2740 week period ended ~~May~~July 131, 2004 increased $56.79 million, or 5036.97%, to $1625.97 million from $1118.28 million in the 2639 week period ended ~~April~~July 26, 2003. As a ~~percent~~percentage of revenues, income from operations for the 2740 week period ended ~~May~~July 131, 2004 increased to 18.47% ~~from~~ 14from 16.83% for the 2639 week period ended ~~April~~July 26, 2003. These increases were primarily due to ~~the~~increased ~~increase~~sales inof ~~military~~higher ~~and~~margin ~~industrial~~commercial ~~revenues and~~aerospace ~~increased~~aftermarket ~~operating~~revenues, ~~efficiencies~~an increase in ~~Cleveland~~military revenues and ~~Costa~~an ~~Mesa~~increase in ground fueling revenues, partially offset by ~~increased~~an increase in cryogenic pump manufacturing costs and higher operating expenses.

Interest expense was $16.0 million for both the 2740 week period ended ~~May 1~~July 31, 2004 ~~decreased~~and ~~$0.1 million, or 0.9%, to $10.5 million from $10.6 million for~~ the 2639 week period ended ~~April~~July 26, 2003. An increase in interest expense due to ~~lower~~a higher outstanding ~~borrowings~~borrowing and interest ~~rates~~ rate on ~~the~~our ~~term~~$250.0 million ~~loans~~9-1/4% ~~partially~~senior ~~offset~~notes byissued ~~an increase~~ in ~~amortization of~~June 2004 ~~deferred~~was ~~financing~~offset ~~fees~~by ~~resulting~~lower ~~from~~outstanding ~~the~~borrowing ~~amendment~~and tointerest ~~our~~rates ~~existing~~on our credit facility ~~in January 2003~~.

~~The~~Debt ~~income~~extinguishment ~~tax~~expense ~~provision~~of ~~was~~ $212.19 million ~~for~~was incurred in the 2740 week period ended ~~May 1~~July 31, 2004. asThis ~~compared~~expense tois for the write-off of $06.1 million ~~for~~of deferred financing fees associated with the ~~26 week~~refinancing ~~period~~of ~~ended~~our 8-5/8% ~~April~~senior subordinated notes and the amendment and restatement of our credit agreement, $5.5 26million for the tender, consent and redemption fees ~~2003.~~associated ~~This~~with ~~increase~~the isrefinancing ~~primarily~~of ~~due~~the to8-5/8% ansenior ~~increase~~subordinated innotes ~~pre~~and recognition of the remaining accretion of $1.3 million on a portion of the 8-~~tax~~5/8% ~~income~~senior subordinated notes that were issued at a discount.

~~Net~~The income tax benefit was $0.3 million for the 2740 week period ended ~~May 1~~July 31, 2004 ~~increased~~as ~~$3.8 million~~ compared to ~~$4.3 million~~a ~~from~~provision of $0.58 million for the 2639 week period ended ~~April~~July 26, 2003. This decrease in income tax is primarily due to ~~the~~a decrease ~~revenue~~in pre-tax income and ~~expense~~a ~~factors~~lower ~~discussed~~estimated ~~above~~effective tax rate in the current year due to the debt extinguishment expenses.

Net income for the 40 week period ended July 31, 2004 decreased $5.0 million to a loss of $2.9 million from income of $2.1 million for the 39 week period ended July 26, 2003, 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 2740 week period ended ~~May~~July 131, 2004 ~~increased~~ decreased $110.35 million to $153.46 million. ~~This~~The decrease was primarily due to transactions anrelated ~~increase~~to inissuing ~~net~~$250.0 million of 9-1/4% senior notes due ~~income~~2011, amending and restating our senior credit facility and capital expenditures, partially offset by an increase in ~~working~~net ~~capital~~income from operating activities. The proceeds from the offering of the notes, together with cash on hand and borrowings of $15.0 million under our amended and restated senior credit facility, were used to: purchase through a tender offer and a redemption all of our outstanding $195.0 million 8-5/8% senior subordinated notes due 2007; dividend to AT Holdings Corporation $57.6 million for the redemption ~~scheduled~~of all of AT Holdings’ outstanding Series A Cumulative ~~repayment~~Exchangeable Redeemable Preferred Stock at 100% of its $30.0 million liquidation preference, together with accrued and unpaid dividends of $27.6 million; repay $19.8 million of term loans outstanding under our existing senior credit facility; and pay transaction fees and expenses of $7.5 million. Prior to amending and restating our senior credit facility, $6.0 million of scheduled payments had been made.

Capital expenditures for the 2740 week period ended ~~May~~July 131, 2004 totaled $01.70 million compared to $01.83 million for the 2639 week period ended ~~April~~July 26, 2003. Argo-Tech expects to incur capital expenditures of approximately $21.39 million for the remainder of fiscal year 2004, ~~related~~relating to the continued maintenance of facilities, equipment and systems to support current operating activities.

~~Long~~As a result of the refinancing transactions described above (see “Recent Events”), long-term debt at ~~May~~July 131, 2004 consisted of $1915.90 million principal amount of term loans and $~~193~~250.70 million principal amount of senior ~~subordinated~~ notes. Scheduled payments of $6.0 million were made on the term loans in the 27 40 week period ended ~~May~~July 131, 2004. Our amended and restated senior credit facility provides for a $30.0 million five-year revolving credit facility and a $15.0 million five-year term loan facility. At ~~May~~July 131, 2004, Argo-Tech has available, after $25.98 million in letters of credit, a $1724.12 million revolving credit facility. As of ~~May~~July 131, 2004, 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~~several fiscal years, as of July 31, 2004, are as follows (in millions):

	2004(1)		2005		2006		2007		2008
Contractual Obligations:
Term Loan Facility	$	12.0	$	13.8	$	—	$	—	$	—
8.625% Senior Subordinated Notes		—		—		—		195.0		—
Operating Leases		0.9		0.7		0.4		0.1		0.1
Other Long-Term Obligations (2)		17.0		16.8		16.8		16.8		—
Total Contractual Cash Obligations	$	29.9	$	31.3	$	17.2	$	211.9	$	0.1

(1) – Of the $29.9 million of total contractual cash obligations, $14.8 million has been paid to date.

(2) – Represents interest payments on the senior subordinated notes. Interest on the term loan facility is excluded as it is not fixed and determinable. Funding for retirement and other post-employment benefits is estimated to be $0.2 million.

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


											2009 and
	2004 (1)		2005		2006		2007		2008		Thereafter		Total
Term loan facility	$	0.2	$	0.7	$	0.7	$	0.7	$	6.7	$	6.0	$	15.0
9-1/4% senior notes												250.0		250.0
Operating leases		0.5		0.7		0.4		0.1		0.1				1.8
Other long-term obligations (2)		—		21.6		23.1		23.1		23.1		69.5		160.4

Total contractual cash obligations	$	0.7	$	23.0	$	24.2	$	23.9	$	29.9	$	325.5	$	427.2

(1) – Contractual obligations for fiscal 2004 subsequent to July 31, 2004.

(2) – Represents interest payments on the senior notes. Interest on the term loan facility is excluded as it is not fixed and determinable. Funding for retirement and other post-employment benefits for future years is also excluded as it is not determinable.

We believe that cash flow from operations will provide adequate funds for our working capital needs, planned capital expenditures and near term debt service obligations. Our ability to fund our operations, make planned capital expenditures, and to make scheduled payments on our indebtedness depends on our future operating performance and cash flow. We may need to refinance all or a portion of our indebtedness on or before maturity. There can be no assurance that we will be able to refinance any of our 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; risks associated with its workforce, suppliers, and indebtedness; and other factors included in Argo-Tech’s annual report on Form 10-K for the year ended October 25, 2003.

•		changes and/or cyclicality in the aerospace industry;

•		governmental regulation and oversight in the aerospace industry;

•		levels of competition in the aerospace industry;

•		the impact of terrorism and war on airline travel and the airline industry;

•		our ability to meet future capital requirements;

•		loss of a significant customer;

•		risks associated with fixed-price contracts;

•		costs associated with product liability and warranty claims;

•		risks associated with our international operations;

•		changes in environmental or other applicable governmental regulations;

•		reduction in military and/or defense spending and risks associated with government contracts;

•		changes in our relationship with our employees;

•		availability of essential materials used in our products;

•		risks associated with protection of our intellectual property rights;

•		the other factors described in Argo-Tech’s annual report on Form 10-K for the year ended October 25, 2003; and

•		other unforeseen circumstances.

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 ~~May~~July 131, 2004, Argo-Tech had fixed rate debt totaling ~~$195~~ ~~million, including~~ $1250.30 million ~~of accretion,~~ at 89.~~625~~25% and variable rate debt under its existing credit facility of $1915.90 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 21.5025% or LIBOR plus 32.5075%. 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~~management of Argo-Tech, including its Chief Executive Officer and the “Chief Financial Officer, has evaluated the effectiveness of Argo-Tech’s disclosure controls and procedures” is(as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) ~~(the~~as ~~“Exchange~~of ~~Act”)~~July 31, 2004. ~~These~~ ~~rules~~Based ~~refer~~on tothis evaluation, the ~~controls~~Chief ~~and~~Executive ~~other~~Officer ~~procedures~~and ofChief aFinancial ~~company~~Officer concluded that Argo-Tech’s disclosure controls and procedures are ~~designed~~effective to ~~ensure~~provide reasonable assurance that information required to be disclosed by ~~the~~Argo-Tech ~~company~~ in the reports that it files or submits under the Securities Exchange Act isof 1934 is recorded, processed, summarized and reported within the ~~required~~ time ~~periods.~~ ~~Argo-Tech’s Chief Executive Officer and Chief Financial~~periods ~~Officer~~specified ~~have~~by ~~evaluated~~ the ~~design,~~Securities ~~operation~~ and ~~effectiveness~~Exchange ~~of Argo-Tech~~Commission’s ~~disclosure~~rules ~~controls~~ and procedures and have concluded, based on such evaluation, that such controls and procedures were effective at ensuring that required information will be disclosed in Argo-Tech’s reports filed under the Exchange Act as of May 1, 2004forms.

(b) Changes in internal controls. There were no changes in Argo-Tech’s internal control over financial reporting or in other factors during the quarter ended ~~May~~July 131, 2004 that have materially affected, or are reasonably likely to materially affect, Argo-Tech’s internal control over financial reporting.

1718

PART II —- OTHER INFORMATION

Item 6 —- Exhibits ~~and Reports on Form 8-K~~

(a) Exhibit 4.1 – Indenture, dated June 23, 2004, by and among Argo-Tech Corporation, the subsidiary guarantors party thereto and Harris Trust and Savings Bank, as trustee, relating to the 9-1/4% Senior Notes due 2011 (the form of which is included in such Indenture). (b) Exhibit 10.1 - Amended and Restated Credit Facility, dated June 23, 2004, by and among Argo-Tech Corporation, the Guarantors party thereto, the Lenders party thereto and National City Bank, as administrative agent. (c) Exhibit 31.1 – Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (bd) Exhibit 31.2 – Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (ce) Exhibit 32 – 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 – On May 18, 2004, the Company furnished a report on~~19 ~~Form 8-K announcing a tender offer and consent solicitation for any and all of its outstanding 8 5/8% Senior Subordinated Notes due 2007.~~

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: May 28, 2004	ARGO-TECH CORPORATION
Date: September 10, 2004	ARGO-TECH CORPORATION
	By: /s/	~~By:~~Frances ~~/s/~~S. St. Clair	~~Frances S. St. Clair~~
		Frances S. St. Clair	~~Frances S. St. Clair~~
			Vice President and Chief Financial Officer
		Executive Vice President and Chief
			(Duly Authorized Officer)
		Financial Officer
		By: /s/	Paul A. Sklad
		(Duly Authorized Officer)
			Paul A. Sklad
	By: /s/	Paul A. Sklad
			Controller
		Paul A. Sklad
			(Principal Accounting Officer)
		Controller
		(Principal Accounting Officer)

1920

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