WORLDWIDE FLIGHT SECURITY SERVICE CORP - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM 10-K

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

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 333-88593

WORLDWIDE FLIGHT SERVICES, INC.
(Exact Name of Registrant as specified in its charter)

DELAWARE 75-1932711
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

1925 W. JOHN CARPENTER FREEWAY
SUITE 450
IRVING, TEXAS 75063
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (972) 629-5000

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered Pursuant to Section 12(g) of the Act: NONE

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, and (2) has been subject to such filing requirements
for the past 90 days. Yes |X| No | |

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

All 1,000 shares of common stock, par value $.01 per share (Common Stock) of the
registrant are held by the parent corporation. No shares of Common Stock are
held by non-affiliates.

As of December 31, 2002, the Registrant had outstanding 1,000 shares of voting
Common Stock and no shares of non-voting Common Stock.

Documents Incorporated by Reference

NONE

CO-REGISTRANTS

STATE OR OTHER PRIMARY STANDARD
JURISDICTION OF INDUSTRIAL I.R.S. EMPLOYER
EXACT NAME OF CO-REGISTRANT AS INCORPORATION OR CLASSIFICATION IDENTIFICATION
SPECIFIED IN ITS CHARTER ORGANIZATION CODE NUMBER NUMBER

Worldwide Flight Security Service
Corporation........................... Delaware 4581 75-2276559

Oxford Electronics, Inc............... Delaware 4581 11-2407710

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TABLE OF CONTENTS

PAGE
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Item 1. Business 2
Item 2. Properties 6
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters 8
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 16
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants of Accounting and
Financial Disclosure 16
Item 10. Directors and Executive Officers of the Registrant 17
Item 11. Executive Compensation 19
Item 12. Security Ownership of Certain Beneficial Owners and Management 21
Item 13. Certain Relationships and Related Transactions 21
Item 14. Controls and Procedures 22
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 23
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act 27
of 2002

ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934. The words "believe,"
"estimate," "anticipate," "project," "intend," "expect" and similar expressions
are intended to identify forward-looking statements. All forward-looking
statements involve some risks and uncertainties. In light of these risks and
uncertainties, the forward-looking events discussed in this report might not
occur. Factors that may cause actual results or events to differ materially from
those contemplated by the forward - looking statements include, among other
things, the matters discussed under "Item 1. Business -- Risk Factors" and the
following possibilities:

- - general economic conditions or conditions affecting the aviation industry
or other industries that ship cargo by air, whether internationally,
nationally, or in the states in which we do business, are less favorable
than expected

- - competitive pressures in the industry increase

- - loss of significant customers through bankruptcy, industry consolidation
or other factors

- - geopolitical unrest surrounding the aviation industry such as war or acts
of terrorism

- - future revenues are lower than expected

- - increase in payroll or other costs and/or shortage of an adequate base of
employees

- - expected cost savings or revenues from our acquisitions or expected cost
savings from our restructuring plan are not fully realized or realized
within the expected time frame

- - inability to obtain additional capital due to covenant restrictions or
other factors, and/or increase in debt levels beyond our ability to
support repayment

- - changes in the interest rate environment

You are cautioned not to place undue reliance on forward-looking statements
contained in this report as these statements speak only as of the date of this
report. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise except as required by law.

1

PART I

ITEM 1. BUSINESS

Unless otherwise indicated, "we" and "Worldwide" are used in this report to
refer to the business of Worldwide Flight Services, Inc. and its consolidated
subsidiaries. In addition, "MAS," "Aerolink," and "Oxford" are used to refer to
the business of Miami Aircraft Support, Inc., Aerolink International, Inc. and
its affiliates, and Oxford Electronics, Inc., respectively.

Worldwide was incorporated in Delaware on December 12, 1983 as AMR Services
Corporation ("AMRS"), a subsidiary of AMR Corporation ("AMR"). On March 31,
1999, Worldwide was acquired by WFS Holdings, Inc. ("Holdings"), which was owned
by Castle Harlan Partners III, L.P., its affiliates (collectively "Castle
Harlan") and some members of Worldwide's management (the "Castle Harlan
Acquisition"). Following the acquisition, Worldwide changed its name from AMR
Services Corporation to Worldwide Flight Services, Inc.

Since March 1999 Worldwide has made three significant acquisitions: on August
12, 1999 Worldwide purchased all of the stock of Miami Aircraft Support, Inc.
for approximately $63.0 million; on August 23, 1999 Worldwide purchased all of
the stock of Aerolink International, Inc. and its affiliates for approximately
$5.9 million, plus an earn-out of $1.0 million which was paid in 2000; and on
April 5, 2000 Worldwide purchased all the stock of Oxford Electronics, Inc. for
approximately $9.6 million, plus a deferred payment of $2.5 million which was
paid in the first quarter of 2001. On December 31, 2000, Miami Aircraft Support
Inc. and Aerolink International, Inc. were merged into Worldwide.

On September 11, 2001 four passenger airline aircraft were hijacked and
destroyed in terrorist attacks on the World Trade Center and the Pentagon.
During the weeks following the attacks, the aviation industry experienced a
sharp decline in passenger traffic and yields. In response, many airlines
reduced their operating schedules by as much as 20%. This reduction in
frequencies significantly reduced our revenues and earnings, as well as weakened
our cash position, during the months following the attacks. The economic
conditions remained sluggish throughout 2002 and air traffic has not returned to
pre-September 11 levels.

On October 5, 2001 Vinci Airport, Inc., a Delaware corporation which changed its
name to Vinci Airports US Inc. on February 19, 2002, acquired all of the capital
stock of WFS Holdings Inc. (the "2001 Acquisition"). Vinci Airports US Inc. is a
wholly-owned subsidiary of Vinci Airport Services SNC. The transaction was
consummated pursuant to an Agreement and Plan of Merger and Stock Purchase
Agreement dated as of September 7, 2001 among WFS Holdings, Inc., Airline
Container Leasing Corp., formally known as Airline Container Acquisition Corp.,
Castle Harlan Partners III, L.P., Vinci S.A., Vinci Airports US Inc. and Vinci
Merger Sub Corp. The transaction, which was completed utilizing funds of Vinci
Airports US Inc., had a fair value to Worldwide of approximately $254.8 million,
including transaction costs. Airline Container Leasing Corp. is a separate
holding under Vinci Airports US Inc. and is therefore not a part of Worldwide's
consolidated group.

In November 2001 the Aviation and Transportation Security Act ("ATSA") was
enacted, creating a new government agency, the Transportation Security
Administration ("TSA"). The TSA, now part of the United States Department of
Homeland Security ("DHS"), is responsible for aviation security. The ATSA
mandates that the TSA shall provide for the screening of all passengers and
property, including U.S. mail, cargo, carry-on and checked baggage. During the
transition period which ended in November 2002, the TSA provided most
passenger-screening functions by contracting with private-sector security
providers including Worldwide. For the year ended December 31, 2002, we derived
approximately $20.7 million in revenues from these security-screening contracts.
By November 2002, the TSA assumed all passenger-screening functions using
federal employees.

Services

Worldwide is a leading provider of aviation services, operating in approximately
ninety airports throughout North America, Europe and Hong Kong. With
approximately ten thousand employees, we provide cargo handling, technical
contracting and ramp and passenger services to over 300 customers. Our customer
base is primarily passenger airlines, air-cargo carriers and airports.

2

Cargo Handling: Cargo handling consists primarily of handling goods in a
warehouse to make them ready for transport. We also manage warehouse facilities
for selected customers where we process inbound freight, remove it from pallets
or containers, store it and facilitate further shipping or pickup. We are one of
the largest service providers for express air-cargo carriers that deliver time
sensitive parcels, mail and other cargo. We also handle various types of cargo
items, including perishables, electronic equipment, valuables and bulk items for
other air carrier customers. We provide cargo-handling services at various U.S.,
Canadian and European airports. In France we are a leading provider of cargo
services with operations in eight major airports.

Ramp Services: Ramp services are principally provided to passenger and freight
aircraft and include guiding the aircraft to and from the gate; loading and
unloading baggage and freight; fueling aircraft; managing airport fuel storage
facilities; de-icing aircraft; cleaning cabins; and providing heating, air
conditioning, lavatory and water services for aircraft. We provide ramp services
at various U.S., Canadian and Asian airports.

Passenger Services: Passenger services include curbside baggage checking,
airline lounge staffing, gate departure services, passenger baggage services and
special services. We also provide ticket counter services, which include helping
passengers check baggage, receive boarding passes, purchase tickets and obtain
flight-related information. We provide passenger services at various U.S.,
Canadian and Asian airports.

Technical Services: Technical services are principally provided to airports and
include preventative maintenance and mechanical support for jet bridges, baggage
conveyors and ground equipment. We provide technical services at various U.S.
airports.

Customers

We service over 300 customers, which consist primarily of passenger airlines,
air-cargo carriers and airports. We also provide a variety of services to
freight forwarders and other non-airline customers. Our airline customers
include American Airlines and its affiliates (collectively "American"), Air
France, British Airways, China Airlines, Continental Airlines, Korean Air Lines,
SAS and Saudi Arabian Airlines. Air-cargo carrier customers include the United
States Postal Service, UPS, DHL, NCA, Emery, Cargo Lux and BAX Global.
Significant airport customers include the Port of New York Authority, Houston
Intercontinental Airport and the Hong Kong Airport Authority. Our top ten
customers, including American, accounted for approximately 45.0% of total
revenues for the twelve months ended December 31, 2002. Other than American,
which accounted for approximately 20.5% of total 2002 revenues, no single
customer accounted for more than 10% of our revenues.

We generally provide service under contract and at December 31, 2002 we had over
700 service contracts. These contracts are typically based on standard industry
forms that are customized to fit the desired contractual arrangement. Most of
our service contracts are effective for a specified term and allow for
termination upon a sixty-day notice. Many of our contracts automatically renew
after the initial term, but become terminable by either party with a sixty-day
notice. Several of our contracts contain price escalation clauses which are
linked to the consumer price index. Under these clauses, we are generally
permitted to increase our prices in correlation with consumer price index
increases or a percentage thereof.

Competition

The ground services industry consists of a large number of domestic and
international service providers. Although many of these companies operate at
multiple airports, only a few provide services nationally or internationally. In
the United States, our principal competitors include nationally operated ground
service providers such as Swissport, Hudson General Corporation (subsidiary of
Globeground) and Menzies Aviation Group (formerly Ogden Aviation Corporation),
as well as many smaller companies that operate regionally or at individual
airports. Internationally, we compete principally with international ground
service providers such as Cargo Service Centers (a subsidiary of Swissport),
Globeground, Servisair (both subsidiaries of Penauille Polyservices Group),
Menzies Aviation Group and Swissport. In addition, we indirectly compete with
various airlines that perform a large portion of their ground services in-house.

The principal competitive factors in our industry are price, reputation, quality
of service, breadth of service and experience. We believe that we compare
favorably to our competition with respect to all of these factors.

3

Employees

As of December 31, 2002 we had approximately ten thousand employees worldwide,
of which approximately 38% worked part-time. In 2002 approximately 50% of our
U.S. employees were represented by collective bargaining agreements. These
employees are typically represented by the Transport Workers Union ("TWU") and
consist primarily of cargo handlers, mechanics and ramp services workers. Our
agreement with the TWU is effective through September 2003.

In Canada, approximately 500 of our employees are represented by the Canadian
Auto Workers Union. Approximately 250 of these employees are covered by an
agreement in effect until June 2003. The remaining 250 employees are covered by
an agreement that expires in September 2003. Additionally, the International
Association of Machinists represents approximately 120 employees in Canada. In
certain other countries, we are subject to industry-wide collective bargaining
agreements, as well as local labor laws.

We have not experienced any material business interruption as a result of labor
disputes and believe that we have a good relationship with our unions and
employees.

Regulatory Compliance

As a service provider in the aviation industry we are subject to a significant
number of regulations, including those promulgated by the Federal Aviation
Administration ("FAA"), the United States Department of Transportation ("DOT"),
the United States Environmental Protection Agency ("EPA"), the National
Transportation Safety Board ("NTSB"), the DHS and others.

The ATSA, which was enacted in November 2001, requires the TSA to provide
screening for all passengers and property, including U. S. mail, cargo, carry-on
and checked baggage. As airport and passenger security evolves, we expect a
significant number of new regulations and guidelines, which could significantly
increase the cost of providing certain services to our customers.

Because we accept or otherwise handle hazardous materials, such as explosives
and toxic materials, we must register with the DOT and comply with all its
regulations governing the handling, packaging, marking, labeling and
transportation of hazardous materials. In addition, employees who accept or
handle hazardous materials must comply with DOT safety regulations. Failure to
properly handle, package, mark, label or transport hazardous materials or to
properly train employees involved in handling hazardous materials could result
in significant penalties and fines.

While we do not hold an FAA-issued repair station certificate and do not promote
ourselves as an FAA-certificated repair station, we employ certified and rated
mechanics that perform limited aircraft maintenance. These mechanics must
perform their duties in accordance with FAA Regulations and failure to comply
with these regulations could result in significant penalties and fines.

We currently have an FAA approved random drug testing and alcohol abuse program,
officially known as the Drug and Alcohol Misuse Prevention Program, which covers
our certified mechanics and other employees who perform safety sensitive
functions. If we fail to comply with the FAA drug and alcohol regulations, we
could be fined or restricted from performing these services in the future.

Environmental

We manage fueling operations in only a few locations, but in most of our
locations, we conduct maintenance activities related to our ground service
equipment. Both of these activities require us to store and dispose of various
petroleum products. The EPA and other state and local environmental agencies
regulate activities related to the storage, disposal and remediation of
petroleum-based products used in the aviation industry. As a result, we are
required to comply with a variety of international, federal, state and local
laws and regulations relating to environmental protection. In addition, we are
required to comply with various airport authority storm water pollution
prevention plans and permits and train employees on preserving clean water
according to the plans or permits. Although we believe we are in compliance with
all related environmental laws and regulations, engaging in these activities may
result in obligations to remove or mitigate the effects on the environment.

4

In connection with the Castle Harlan Acquisition, Worldwide obtained
environmental indemnities from AMR, subject to deductibles, for all
environmental liabilities that relate to periods prior to the closing of that
acquisition. We also received environmental indemnities from the sellers of MAS,
Aerolink and Oxford.

Risk Factors

IF WE FAIL TO MAINTAIN OUR RELATIONSHIPS WITH AMERICAN AND OTHER SIGNIFICANT
CUSTOMERS, IT COULD ADVERSELY AFFECT OUR BUSINESS

Revenues from our top ten customers, including American, accounted for
approximately 45.0% of our total revenues for the twelve months ended December
31, 2002. American accounted for approximately 20.5% of our total revenues for
that same period. If we fail to maintain our relationship with American or
experience a significant reduction in business from American or from any of our
significant customers, it could adversely affect our business and limit our
ability to meet operating requirements or to service debt obligations.

Many of our customers, including American, currently provide a significant
portion of their own ground services. Revenues from these customers could
decrease if they choose to in-source these services.

OUR CUSTOMERS MAY TERMINATE THEIR CONTRACTS WITH US ON SHORT NOTICE, WHICH COULD
ADVERSELY AFFECT OUR BUSINESS

In general, most of our contracts have a one-year term, however, the customer
can terminate service with a sixty-day written notice. After the initial term,
many of our contracts convert to a month-to-month contract, which allows either
party to terminate the contract upon a sixty-day written notice. Performance
related terminations require little or no notice. While we believe these terms
are typical in the industry, we can provide no assurance that customers will not
terminate their contracts. The termination of significant contracts could
adversely affect our business.

OUR RIGHTS TO OPERATE AT AIRPORTS COULD BE TERMINATED BY LOCAL AIRPORT
AUTHORITIES, WHICH COULD ADVERSELY AFFECT OUR BUSINESS

In order to provide services at an airport, the local airport authority must
first grant us permission to operate at the airport. This permission is commonly
granted through the issuance of a permit. In addition, we are required to
maintain certain licenses and consents to comply with the terms of these permits
or other standards set by the airport authority. In many cases, the permit can
be revoked or otherwise terminated by the airport authority at will and without
cause. The loss of one or more of our permits, licenses or consents could affect
our ability to operate at these airports, which in turn could adversely affect
our business.

THE OCCURRENCE OF SIGNIFICANT ADVERSE EVENTS AFFECTING THE AVIATION INDUSTRY
COULD ADVERSELY AFFECT OUR BUSINESS

The majority of our services are provided to air-cargo and passenger airlines.
As such, the events that affect those businesses will likely affect our
business. Events affecting the aviation industry may include acts of war,
terrorism, a prolonged increase in fuel costs, union strikes, an economic
downturn in one or more geographic markets, changes in foreign currency exchange
rates and changes in interest rates.

On September 11, 2001 four passenger airline aircraft were hijacked and
destroyed in terrorist attacks on the World Trade Center and the Pentagon. These
events brought to light the significant risk of terrorism to the aviation
industry.

The economic conditions surrounding the aviation industry remained sluggish
throughout 2002. As a result, many carriers reported poor financial performance.
In 2002, several carriers sought protection under Chapter 11 of the United
States Bankruptcy Code and if this trend continues, more may follow. In the
event one or more of our customers files for bankruptcy, we have significant
exposure to bad debt by means of our customer receivables. At December 31, 2002
American accounted for approximately 18.5% of our total accounts receivable
balance.

5

A PROLONGED WAR WITH IRAQ COULD ADVERSELY AFFECT THE ECONOMIC CONDITIONS OF THE
AVIATION INDUSTRY, WHICH IN TURN COULD ADVERSELY AFFECT OUR BUSINESS

If there is a prolonged war in the Middle East, it could adversely affect the
aviation industry and push more carriers to seek protection under Chapter 11 of
the U.S. Bankruptcy Code. According to published reports, during the 1991 Gulf
War, domestic airline revenues dropped 5% and international revenues were off 8%
at U.S. carriers. In addition, traffic across the Atlantic fell 44% in February
1991. In the aftermath, seven airlines filed for bankruptcy protection.

IF WE DO NOT COMPETE EFFECTIVELY WITH OTHER GROUND SERVICE PROVIDERS, WE COULD
LOSE CUSTOMERS, WHICH IN TURN COULD ADVERSELY AFFECT OUR BUSINESS

The ground services business is highly competitive. Our competitors include
various international, national, regional and local service providers. We also
compete with certain airlines that provide these services in-house and other
transportation businesses such as trucking companies. Price and service quality
are particularly important competitive factors in our industry. We also compete
for a limited number of airport permits in certain cities.

FLUCTUATIONS IN FOREIGN CURRENCY MAY ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE

We derive a significant portion of our revenue from international locations such
as Canada, Euro Zone Countries, Hong Kong and the United Kingdom. As such, we
are exposed to the effect of foreign currency exchange rate fluctuations.
Worldwide's largest exposure comes from the Canadian dollar, the Euro, the Hong
Kong dollar and the British pound. Significant fluctuations in these exchange
rates could result in exchange rate losses, which in turn could adversely affect
our business.

IF WE DO NOT COMPLY WITH SIGNIFICANT ENVIRONMENTAL REGULATIONS, WE COULD FACE
FINES OR RESTRICTIONS ON OUR OPERATIONS, WHICH IN TURN COULD ADVERSELY AFFECT
OUR BUSINESS

We must comply with a variety of international, federal, state and local
governmental regulations relating to the use, storage, discharge, emission and
disposal of hazardous substances and wastes, remediation of contamination
associated with the releases of hazardous substances and worker health and
safety.

In connection with our fueling operations, we utilize fuel trucks, above-ground
storage tanks and sub-surface fuel lines that may give rise to unknown releases.

Miami-Dade County is currently investigating various environmental conditions at
the Miami International Airport. During the second quarter of 2001 the County
filed a lawsuit against several companies operating within the airport.
Worldwide was not directly named in this lawsuit, however we were named as a
potential contributor. Worldwide's portion of the cleanup cost cannot be
reasonably estimated due to various factors, including the unknown extent of the
remedial actions that may be required and the proportion of costs that could
ultimately be assigned to Worldwide. Other than the Miami-Dade action, we are
not aware of any significant environmental issues or related actions. However,
future events, such as the discovery of unknown contamination, future spills and
releases, compliance with more stringent regulations, more vigorous enforcement
policies by regulatory agencies or stricter interpretations of existing
regulations could cause operating constraints or require significant
expenditures for remedial action or to comply with evolving environmental
regulations. While Worldwide carries insurance that covers many of these risks,
these or other events relating to compliance with environmental regulations
could adversely affect our business.

ITEM 2. PROPERTIES

Our headquarters are located in Irving, Texas, where we lease approximately
30,450 square feet of office space. This lease expires on September 30, 2007. We
also lease other space at numerous airports around the world. We do not own any
facilities.

6

ITEM 3. LEGAL PROCEEDINGS

Other than discussed below, we are not a party to any legal proceedings, other
than ordinary routine litigation incidental to our business that we believe
could be material to our business or financial condition.

Worldwide is involved in an investigation by the NTSB into the cause of the
crash of an Emery Worldwide Airlines, Inc. cargo jet on February 16, 2000. The
crash occurred shortly after takeoff from Mather Field in Sacramento,
California, killing all three people aboard. MAS, a subsidiary of Worldwide,
loaded the cargo onto the plane. We are cooperating with the NTSB in the
investigation, and to date the NTSB has not issued its report.

In addition to the NTSB investigation, we are one of several defendants in three
individual lawsuits arising out of the crash. One of the suits is filed in state
court in California, one in state court in Ohio and one in state court in Texas.
Worldwide believes that it has adequate insurance coverage if any liability were
to ultimately be assessed in these suits.

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

No matter was submitted to a vote of Worldwide's shareholders during the fourth
quarter of the fiscal year covered by this report.

7

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no public trading market for our common stock. As of December 31, 2002
all of our outstanding shares of common stock were held by WFS Holdings, Inc.,
our parent. (see "Item 12. Security Ownership of Beneficial Owners and
Management") We did not pay dividends on our common stock during 2002 and do not
intend to pay any dividends on our common stock for the foreseeable future. The
Senior Notes indenture contains certain covenants that restrict our ability to
pay dividends.

ITEM 6. SELECTED FINANCIAL DATA

You should read the selected consolidated financial data set forth below in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the consolidated financial statements and the notes
thereto, and the other financial information included herein.

WORLDWIDE AND AMRS FINANCIAL INFORMATION

The selected consolidated financial data for the year ended December 31, 2002,
the period from October 6, 2001 through December 31, 2001, the period from
January 1, 2001 through October 5, 2001, the year ended December 31, 2000 and
the nine-month period ended December 31, 1999 were derived from Worldwide's
audited consolidated financial statements. The selected consolidated data for
the three-month period ended March 31, 1999 and the year ended December 31, 1998
were derived from AMRS's audited consolidated financial statements:

INCOME
TOTAL (LOSS) FROM
OPERATING CONTINUING LONG-TERM SHORT-TERM
REVENUES OPERATIONS TOTAL ASSETS DEBT DEBT
-------- ---------- ------------ ---- ----

WORLDWIDE FLIGHT SERVICES

Year Ended December 31, 2002.......... $351,924 $ 8,935 $317,348 $128,817 $ 15,013

As of and for the combined period
ended December 31, 2001(a)............ 336,939(a) (72,196) 307,168 129,746 73,417

Period from October 6, 2001
through December 31, 2001............. 82,689 (45,625) -- -- --

Period from January 1, 2001
through October 5, 2001............... 254,250 (26,571) -- -- --

Year Ended December 31, 2000.......... 331,972 (11,420) 243,302 150,540 1,379

As of and for the combined period
ended December 31, 1999(b)............ 278,345(b) (b) 246,141 137,081 2,876

Nine-month period ended
December 31, 1999..................... 216,870 (2,000) -- -- --

AMRS (PREDECESSOR)

Three-month period ended
March 31, 1999........................ 61,475 975 -- -- --

Year ended December 31, 1998.......... 229,742 6,304 88,696 -- --

(a) The twelve-month period ended December 31, 2001 represents a combination
of two interim periods, the period from January 1 through October 5, 2001,
which represents the period prior to the 2001 Acquisition, and the period
from October 6, 2001 through December 31, 2001, which represents the
period subsequent to the 2001 Acquisition. No dividends were declared or
paid during the periods presented.

(b) The twelve-month period ended December 31, 1999 represents a combination
of two interim periods, the three-month period ended March 31, 1999, which
represents the period prior to the Castle Harlan Acquisition, and the
nine-month period ended December 31, 1999, which represents the period
subsequent to the Castle Harlan Acquisition. No combined information is
presented for income (loss) from continuing operations as Worldwide and
AMRS had different capital structures and a combination of such data is
not meaningful. No dividends were declared or paid during the periods
presented.

8

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

Management's Discussion and Analysis is Worldwide's analysis of its financial
performance and of significant trends that may affect future performance. It
should be read in conjunction with the consolidated financial statements and the
accompanying notes.

Overview

Worldwide was incorporated in Delaware on December 12, 1983 as AMR Services
Corporation, a subsidiary of AMR. On March 31, 1999 Worldwide was acquired by
WFS Holdings, Inc., which was owned by Castle Harlan Partners III, L.P. and its
affiliates. Following this transaction, Worldwide changed its name from AMR
Services Corporation to Worldwide Flight Services, Inc.

Since March 1999 Worldwide has made three significant acquisitions: on August
12, 1999 Worldwide purchased all of the stock of MAS for approximately $63.0
million; on August 23, 1999 Worldwide purchased all of the stock of Aerolink for
approximately $5.9 million, plus an earn-out of $1.0 million which was paid in
2000; and on April 5, 2000 Worldwide purchased all the stock of Oxford for
approximately $9.6 million, plus a deferred payment of $2.5 million which was
paid in the first quarter of 2001. On December 31, 2000, MAS and Aerolink were
merged into Worldwide.

On October 5, 2001 Vinci Airports US Inc. acquired all of the capital stock of
WFS Holdings Inc. Vinci Airports US Inc. is a wholly-owned subsidiary of Vinci
Airport Services SNC. The transaction was consummated pursuant to an Agreement
and Plan of Merger and Stock Purchase Agreement dated as of September 7, 2001
among WFS Holdings, Inc., Airline Container Leasing Corp., formally known as
Airline Container Acquisition Corp., Castle Harlan Partners III, L.P., Vinci
S.A., Vinci Airports US Inc. and Vinci Merger Sub Corp. The transaction, which
was completed utilizing funds of Vinci Airports US Inc., had a fair value to
Worldwide of approximately $254.8 million, including transaction costs. Airline
Container Leasing Corp. is a separate holding under Vinci Airports US Inc. and
is therefore not a part of Worldwide's consolidated group.

RESULTS OF OPERATIONS

Consolidated Results

Revenues, operating income and net loss for the year ended
December 31, 2002 were $351.9 million, $7.5 million and $8.9 million,
respectively. For the year ended December 31, 2002 interest expense was $18.6
million.

As a result of the 2001 Acquisition the balance sheet was adjusted to fair value
under the purchase method of accounting. Consequently, the information for the
year ended December 31, 2002 and for the period from October 6, 2001 through
December 31, 2001 is presented using a different financial basis than for the
period from January 1, 2001 through October 5, 2001. However, for purposes of
analysis, financial information for the entire twelve-month period of 2001,
which represents an adjusted combination of the two periods, is presented in the
discussion and tables of this section. No adjustments have been made to 2000 to
include MAS, Aerolink, or Oxford for periods prior to its acquisition.

On September 11, 2001 four passenger airline aircraft were hijacked and
destroyed in terrorist attacks on the World Trade Center and the Pentagon.
During the weeks following the attacks, the aviation industry experienced a
sharp decline in passenger traffic and yields. In response, many airlines
reduced their operating schedules by as much as 20%. This reduction in
frequencies significantly reduced our revenues and earnings and weakened our
cash position during the months following the attacks. The economic conditions
remained sluggish throughout 2002 and air traffic has not returned to
pre-September 11 levels.

The TSA, which is now part of the DHS, is responsible for aviation security. The
ATSA mandates that the TSA shall provide for the screening of all passengers and
property, including U.S. mail, cargo, carry-on and checked baggage. During the
transition period which ended in November 2002, the TSA provided most
passenger-screening functions by contracting with private-sector security
providers including Worldwide. For the year ended December 31, 2002, we derived
approximately $20.7 million in revenues from these security-screening contracts.
By November 2002, the TSA assumed all passenger-screening functions using
federal employees.

9

2002 VS. 2001

Net loss for the year ended December 31, 2002 decreased 87.6%, to $8.9 million,
compared to a net loss of $72.2 million in 2001. Operating income was $7.5
million in 2002, compared to an operating loss of $51.6 million in 2001. The
2002 results were positively impacted by certain security-screening contracts
awarded by the TSA and cost reduction measures implemented by management in the
fourth quarter of 2001. In 2002, revenues associated with these TSA
security-screening contracts amounted to approximately $20.7 million. By the end
of November 2002, the TSA had assumed all passenger-screening functions. We also
benefited from the adoption of SFAS 142, Goodwill and Other Intangibles Assets,
in January 2002. The impact of SFAS 142, which eliminated the amortization of
goodwill, was approximately $4.8 million in 2002. Conversely, our insurance
expense increased to $5.2 million in 2002, compared to $3.3 million in 2001. In
the fourth quarter of 2001 we experienced premium increases on a variety of our
insurance policies. These increases are mainly attributable to a general
hardening of the insurance market and coverage enhancements. The annual premium
for our war-risk insurance policy increased approximately $1.3 million as a
result of the September 11, 2001 events.

The 2001 results were affected by several non-recurring items including a $40.0
million goodwill impairment charge, a $1.9 million non-cash stock compensation
charge and a $0.8 million charge associated with claims from the Miami-Dade
International Airport audit. In addition, the terrorist attacks on September 11,
2001 resulted in a significant amount of lost revenue due to substantially lower
flight frequencies during the following weeks.

2001 VS. 2000

Net loss for the year ended December 31, 2001 increased 533.3%, to $72.2
million, compared to a net loss of $11.4 million in 2000. Loss from operations
was $51.6 million in 2001, compared to operating income of $4.8 million in 2000.
The 2001 results were affected by several non-recurring items including a $40.0
million goodwill impairment charge, a $1.9 million non-cash stock compensation
charge and a $0.8 million charge associated with claims from the Miami-Dade
International Airport audit. In addition, the terrorist attacks on September 11,
2001 resulted in lost revenue due to the immediate closure of all U.S. airports
from September 11, 2001 to September 13, 2001 and the significantly lower flight
frequencies during the following weeks.

After the events of September 11, 2001 we reassessed our allowance for doubtful
accounts and increased the provision by $4.7 million to account for the
increased risk of non-payment due to economic conditions in the aviation
industry. In the fourth quarter of 2001 we performed an impairment test of our
goodwill and recorded a $40.0 million charge as a result of decreases in the
Company's fair value after the terrorists' attacks.

During 2000 the Aviation Department of Miami-Dade County International Airport
performed an audit of our Gross Revenues calculation, which is used in
determining the airport fees paid under our general aeronautical services
permit. In connection with that audit the airport assessed $0.8 million in
additional airport fees. Although we contested these findings, we were
ultimately unsuccessful in our attempt to overcome the airport's position and
therefore recorded the charge in 2001.

In addition to these items, insurance expense increased to $3.3 million in 2001,
compared to $1.6 million in 2000. In 2001 we experienced premium increases on a
variety of our insurance policies. These increases, totaling approximately $1.4
million, are mainly attributable to a general hardening of the insurance market
and coverage enhancements.

10

STATEMENT OF OPERATIONS ANALYSIS

2002 vs. 2001

TWELVE MONTHS ENDED DECEMBER 31,
-----------------------------------------
(IN THOUSANDS) 2002 % 2001 %
-------- ----- -------- -----

Operating Revenues.............................. $351,924 100% $336,939 100%
Expenses:
Salaries, wages and benefits................. 224,531 63.8% 227,727 67.6%
Materials, supplies and services............. 50,060 14.3% 45,378 13.4%
Equipment and facilities rental.............. 26,288 7.4% 25,024 7.4%
Depreciation and amortization................ 12,657 3.6% 18,127 5.4%
Goodwill impairment.......................... -- -- 40,000 11.9%
Other operating expenses..................... 30,865 8.8% 32,683 9.7%
-------- ----- -------- -----
Operating expenses before restructuring...... 344,401 97.9% 388,939 115.4%
Operating income (loss)
before restructuring charge.................. 7,523 2.1% (52,000) (15.4)%
-------- ----- -------- -----
Restructuring charge......................... -- -- 443 0.1%
-------- ----- -------- -----
Operating income (loss)...................... $ 7,523 2.1% $(51,557) (15.3)%
======== ===== ======== =====

Revenues

Total revenues increased $15.0 million, or 4.5%, to $351.9 million in 2002,
compared to $336.9 million in 2001. The overall growth in revenues results from
a positive contribution of new contracts received in 2002, including certain
security-screening services subcontracted by the TSA through November 2002. This
growth was partially offset by a decline in volumes associated with existing
contracts and lower deicing revenue in the first half of 2002 compared to 2001.
Revenues in the second half of 2002 had slightly recovered after the contraction
resulting from the terrorist attacks on September 11, 2001. As a direct result
of these events, all U.S. airports were closed from September 11, 2001 to
September 13, 2001 and flight frequencies were significantly depressed during
the weeks and months that followed. Our contract services to the TSA generated
$20.7 million and were terminated in November 2002. We do not expect these
revenues to recur.

Salaries, Wages and Benefits

Total salaries, wages and benefits decreased $3.2 million, or 1.4%, to $224.5
million in 2002, compared to $227.7 million in 2001. In 2002, salaries and wages
were positively impacted by the execution of management's restructuring plan and
other cost reduction initiatives. This was partially offset by $2.9 million in
additional workers compensation charges and $1.2 million in incentive
compensation charges. In connection with the 2001 Acquisition, we recorded $1.9
million in non-cash stock compensation charges. No such stock compensation was
charged in 2002. Additionally, salaries, wages and benefits decreased during the
second half of 2001 due to airport closures and significantly lower flight
frequencies in the aftermath of September 11, 2001.

Materials, Supplies and Services

Total materials, supplies and services increased $4.7 million, or 10.3%, to
$50.1 million in 2002, compared to $45.4 million in 2001. Parts, materials and
other cost of sales increased $6.1 million in 2002 primarily due to new service
contracts and the completion of a ground service equipment refurbishment project
in late 2001. During the refurbishment project, material costs to refurbish
equipment were capitalized and depreciated. This increase was partially offset
by a $1.0 million decrease in legal fees and expenses and a $0.7 million
decrease in fuel costs.

Equipment and Facilities Rental

Total equipment and facilities rental increased $1.3 million, or 5.1%, to $26.3
million in 2002, compared to $25.0 million in 2001. This increase is primarily
attributable to new facility leases in connection with new service contracts in
Europe.

11

Depreciation and amortization

Total depreciation and amortization expense decreased $5.5 million, or 30.2%, to
$12.7 million in 2002, compared to $18.1 million in 2001. Approximately $4.8
million of this decrease is attributable to the adoption of SFAS 142, Goodwill
and Other Intangibles Assets, which eliminated the amortization of goodwill.
Depreciation expense related to ground equipment decreased by $1.5 million as a
result of the purchase price allocation performed at October 5, 2001. Certain
short-lived assets, mainly related to refurbishment, were deemed to have no fair
value at October 5, 2001 and therefore no value was allocated to these assets in
purchase accounting. These decreases were partially offset by a $0.6 million
increase in software depreciation, mainly attributable to the SAP payroll module
implemented in June 2001.

If there is a further downturn in the aviation industry, it could adversely
affect our future cash flows and may cause an impairment of our goodwill of
$173.1 million. An impairment of our goodwill could have a material effect on
our results of operations.

Other operating expense

Other operating expense decreased $1.8 million, or 5.6%, to $30.9 million in
2002, compared to $32.7 million in 2001. This decrease is primarily attributable
to a $2.6 million decrease in bad debt expense, a $0.7 million decrease in
aviation damage charges, and $0.5 million decrease in payroll processing. After
the events of September 11, 2001 we reassessed our allowance for doubtful
accounts and increased the provision by $4.7 million. In June 2001, we
implemented the payroll module of SAP. Prior to this implementation, we
outsourced our payroll processing. These decreases were partially offset by a
$0.7 million increase in training costs and a $1.9 million increase in insurance
expense.

2001 vs. 2000

TWELVE MONTHS ENDED DECEMBER 31,
----------------------------------------
(IN THOUSANDS) 2001 % 2000 %
-------- ----- -------- ----

Revenues....................................... $336,939 100% $331,972 100%
Expenses:
Salaries, wages and benefits................ 227,727 67.6% 218,020 65.7%
Materials, supplies and services............ 45,378 13.4% 30,851 9.3%
Equipment and facilities rental............. 25,024 7.4% 22,083 6.7%
Depreciation and amortization............... 18,127 5.4% 18,083 5.4%
Goodwill impairment......................... 40,000 11.9% -- --
Other operating expenses.................... 32,683 9.7% 32,669 9.8%
-------- ----- -------- ----
Operating expenses before restructuring..... $388,939 115.4% $321,706 96.9%
Operating income (loss)
before restructuring charge................. (52,000) (15.4)% 10,266 3.1%
-------- ----- -------- ----
Restructuring charge........................ 443 0.1% (5,421) 1.6%
-------- ----- -------- ----
Operating income (loss)..................... $(51,557) (15.3)% $ 4,845 1.5%
======== ===== ======== ====

Revenues

Total revenues increased $4.9 million, or 1.5%, to $336.9 million in 2001,
compared to $332.0 million in 2000. Approximately $1.4 million of this increase
is attributable to the inclusion of Oxford's operations for the full
twelve-month period of 2001, compared with only nine months in 2000. Increases
in 2001 revenues relating to new contracts in the U.S., Europe and Hong Kong
were partially offset by decreases in revenues from terminated contracts and as
a result of the terrorist attacks on September 11, 2001.

Salaries, Wages and Benefits

Total salaries, wages and benefits increased $9.7 million, or 4.5%, to $227.7
million in 2001, compared to $218.0 million in 2000. In 2001, we recorded a $1.9
million non-cash stock compensation charge in connection with the 2001
Acquisition. No stock compensation expense was charged in 2000. Approximately
$0.5 million of the remaining increase is attributable to additional salary
expense due to the inclusion of Oxford for the full twelve-month period in 2001,
compared with only nine months in 2000. In addition, 2001 salaries and wages
increased $1.5

12

million due to union wage increases and $1.4 million due to other salary
increases. In addition to these 2001 salary and wage increases, we experienced
increased costs related to our workers compensation and health benefits
programs. Other changes in salaries, wages and benefits were caused by the
increases and decreases in revenues, as discussed above. These net increases
were partially offset by a $2.8 million decrease in overtime.

Materials, Supplies and Services

Total materials, supplies and services increased $14.5 million, or 47.0%, to
$45.4 million in 2001, compared to $30.9 million in 2000. Approximately $7.1
million of this increase relates to additional cost of goods sold associated
with the new American cargo contracts. Other changes in materials, supplies and
services were caused by the increases and decreases in revenues, as discussed
above.

Equipment and Facilities Rental

Total equipment and facilities rental increased $2.9 million, or 13.1%, to $25.0
million in 2001, compared to $22.1 million in 2000. This increase is primarily
attributable to increased facility rentals related to the new cargo operations
in the United Kingdom and the new baggage handling operations in Hong Kong.
Other changes in equipment and facilities rental were caused by changes in
revenues, as discussed above. In connection with the restructuring plan
announced in June 2000, we vacated certain facilities and set up a restructuring
reserve. Lease payments associated with these vacated facilities were charged
against this reserve in 2001, partially offsetting the increase in expense.

Restructuring

In June 2000 we announced a restructuring plan to realign Worldwide's
organization, reduce overhead costs and eliminate excess and duplicative
facilities. For the year ended December 31, 2000 we recorded a total of $5.4
million in restructuring charges. In 2001, we made several downward revisions
to our restructuring estimates to match the actual costs incurred. As a result,
we reversed $4 million of the reserve in the second quarter of 2001.

In connection with the 2001 acquisition we announced and began implementing a
plan to restructure our operations in an effort to respond to the current
economic environment. This restructuring plan resulted in workforce reductions
mainly at corporate headquarters. As a result, a $2.3 million restructuring
accrual was established as part of the purchase price allocation.

The following table summarizes the activity in the restructuring accrual during
2001:

(a) Business restructuring costs primarily relate to other costs of workforce
reductions.

Goodwill Impairment Charge

In connection with the 2001 Acquisition we recorded goodwill of $210.9 million,
which represented the difference between the purchase price and the fair value
of net assets acquired on the date of the transaction. The purchase price was
established prior to the events of September 11, 2001.

In the fourth quarter of 2001 we performed an assessment of the carrying value
of our goodwill in accordance with Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, due
to the significant slowdown of the aviation industry after September 11. As a
result of this assessment we recorded a goodwill impairment charge of $40.0
million in the fourth quarter to write down the value of our goodwill.

CONTINGENCIES

Environmental

We manage fueling operations in only a few locations, but in most of our
locations, we conduct maintenance activities related to our ground service
equipment. Both of these activities require us to store and dispose of various
petroleum products. The EPA and other state and local environmental agencies
regulate activities related to the storage, disposal and remediation of
petroleum-based products used in the aviation industry. As a result, we are
required to comply with a variety of international, federal, state and local
laws and regulations relating to environmental protection. In addition, we are
required to comply with various Airport Authority Storm Water Pollution
Prevention Plans or permits and train employees on preserving clean water
according to the plans or permits. Although we believe we are in compliance with
all related environmental laws and regulations, engaging in these activities may
result in obligations to remove or mitigate the effects on the environment of
the storage or disposal of petroleum substances.

In connection with the Castle Harlan Acquisition, Worldwide obtained
environmental indemnities from AMR, subject to deductibles, for all
environmental liabilities that relate to periods prior to the closing of that
acquisition. We also received environmental indemnities from the sellers of MAS,
Aerolink and Oxford.

Miami-Dade County is currently investigating various environmental conditions at
the Miami International Airport. During the second quarter of 2001 the County
filed a lawsuit against several companies operating within the airport.
Worldwide was not directly named in this lawsuit, however we were named as a
potential contributor. Worldwide's portion of the cleanup cost cannot be
reasonably estimated due to various factors, including the unknown extent of the
remedial actions that may be required and the proportion of costs that could
ultimately be assigned to

13

Worldwide. Other than the Miami-Dade action, we are not aware of any other
significant environmental issues or related actions. However, future events,
such as the discovery of unknown contamination, future spills and releases,
compliance with more stringent regulations, more vigorous enforcement policies
by regulatory agencies or stricter interpretations of existing regulations could
cause operating constraints or require significant expenditures for remedial
action or to comply with evolving environmental regulations. While Worldwide
carries insurance that covers many of these risks, these or other events
relating to compliance with environmental regulations could materially adversely
affect our business.

AMR Earn-Out

In connection with the Castle Harlan Acquisition, we are contingently obligated
to pay AMR an additional amount if revenues from AMR exceed specific amounts
over a ten-year period from the date of the Castle Harlan Acquisition.

If these revenue targets are met, we will pay AMR up to $10.0 million plus
accrued interest. We are not able to predict whether or not we will meet these
revenue targets.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, Goodwill and Other Intangibles Assets. Under SFAS
142, goodwill and intangible assets deemed to have indefinite lives will no
longer be amortized but will be subject to impairment tests at least annually.
In the fourth quarter of 2001 we performed an assessment of the carrying value
of our goodwill due to the significant slowdown of the aviation industry after
the terrorist attacks. As a result of this assessment we recorded a goodwill
impairment charge of $40.0 million to write down the value of our goodwill. As
required by SFAS 142, the Company performed an impairment analysis of its
goodwill and other intangible assets and determined no further transition
adjustment was necessary. Application of the non-amortization provisions of SFAS
142 avoided goodwill amortization expense of approximately $8.5 million for the
year ended December 31, 2002, based on the goodwill balance at December 31,
2001. On January 1, 2002, we also adopted SFAS 141, Business Combinations and
SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets which
did not have any impact on our financial statements.

We plan to adopt SFAS 143, Accounting for Asset Retirement Obligations, SFAS
145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections, SFAS 146, Accounting For Cost
Associated With Exit or Disposal Activities, SFAS 147, Acquisitions of Certain
Financial Institutions, and SFAS 148, Accounting for Stock-Based Compensation as
required. We are studying the impact that these new standards will have on our
consolidated financial statements and currently do not expect the adoption of
these new standards to have a significant effect on our results of operations or
financial position.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. We believe the following critical accounting
policies require the most significant estimates and judgments.

As a result of the 2001 Acquisition, we adjusted our assets and liabilities to
their estimated fair values as required by the purchase method of accounting.
These estimates were based on the nature of our assets and liabilities, as well
as our understanding of the market conditions at that time. In connection with
this acquisition, we initially recorded goodwill of $210.9 million, which
represented the difference between the purchase price and the initial estimate
of the fair value of net assets acquired on the date of the transaction. In the
fourth quarter of 2001 we performed an assessment of the carrying value of our
goodwill due to the significant slowdown of the airline industry after September
11. As a result of this assessment we recorded a goodwill impairment charge of
$40.0 million to write down the value of our goodwill. As required by SFAS 142,
the Company performed an impairment analysis of its goodwill and other
intangible assets and determined no further transition adjustment was necessary.
During the third quarter of 2002, we received an appraisal of the fair value of
our fixed assets and adjusted the carrying value to reflect that fair value at
the acquisition date. We also measured certain tax and other liabilities that
related to the preacquisition period. Accordingly, we increased our goodwill by
approximately $3.9 million. The airline industry continues to be volatile and
further declines in the business may require us to assess the continued
recoverability of our goodwill. Any further impairment may have a significant
effect on our results of operations. We will periodically review our goodwill
for impairment in accordance with SFAS 142. (See Note 2)

We periodically review the estimated useful lives of our depreciable assets
based on factors including historical experience, the expected beneficial
service period of the asset, the quality and durability of the asset and our
maintenance policy.

14

The following is a listing of other items that are inherently uncertain and
require subjective and complex judgments:

Health and medical liability - our health and medical plan is self-funded with a
$0.25 million per person annual stop loss and a $1.0 million aggregate limit
per person. Because of a lag in reporting claims, we use actuarial data to
estimate the monthly cost of our program. To ensure accuracy, we also perform
trend analysis and other reviews.

Workers compensation liability - our workers compensation coverage provides for
a $0.5 million per occurrence deductible with no aggregate stop loss.
Significant judgement is used to evaluate each claim and to estimate the
probable loss. We utilize a third-party claims administrator to review each
claim and assign an initial probable loss estimate. Then, based annually on
historical trending analysis, we apply a loss development factor to each claim
to estimate and accrue for the ultimate probable loss.

Allowance for doubtful accounts - losses on trade receivables are recognized
when incurred. Measurement of such losses requires significant consideration
of historical loss experience and judgements about the probable effects of
relevant observable data, including present economic conditions and the
financial health of specific customers. Exposures to losses on trade receivables
at December 31, 2002 was $70.1 million, against which an allowance for losses of
$4.1 million was provided.

LIQUIDITY AND CAPITAL RESOURCES

Until the 2001 Acquisition, our primary sources of liquidity were cash flows
from operations and borrowings under the former Senior Secured Credit Facility.
At the change of control the Senior Secured Credit Facility was terminated and
fully repaid for $46.5 million. From October 5, 2001, the primary source of
liquidity was cash flows from operations and borrowings under an intercompany
demand loan and a discretionary line of credit.

On October 5, 2001, we established an intercompany demand loan from Vinci
Airports US Inc. to provide short-term liquidity. The interest rate on this loan
is based on the one-month LIBOR rate plus 0.75% and is payable upon demand. On
December 31, 2002, we received additional paid-in capital of approximately $81.2
million from our parent which was used to repay the intercompany demand loan,
including interest. Therefore, there was no outstanding balance due on this loan
at December 31, 2002.

On May 3, 2002 we entered into a discretionary line of credit facility (the
"Chase Facility") with JPMorgan Chase Bank ("Chase") which expires on March 31,
2003. Subject to the discretion of Chase, the maximum amount available under the
Chase Facility is the lesser of $15.0 million or seventy-five percent of the
Company's eligible accounts receivable balance, as defined in the agreement. The
Chase Facility is secured by the Company's trade accounts receivable and is
subject to certain financial and non-financial covenants. Interest is based on
an adjusted LIBOR rate or Chase's Prime rate, at the option of the Company when
the loan is originated. At December 31, 2002, the outstanding balance due on
this facility was $2.0 million. We also had $0.7 million in letters of credit
issued and outstanding at December 31, 2002.

On September 20, 2002, we entered into an uncommitted line of credit facility
(the "Lyonnais Facility") with Credit Lyonnais for the issuance of standby
letters of credit. Subject to the discretion of Credit Lyonnais, the maximum
amount available for letters of credit is $15.0 million. The Lyonnais Facility
is guaranteed by Vinci SA and is subject to certain financial and non-financial
covenants. Interest on outstanding letters of credit is charged at a rate equal
to 0.65% per annum. At December 31, 2002, there was $9.3 million in Credit
Lyonnais letters of credit issued and outstanding.

In the twelve-month period ended December 31, 2002, we used $5.3 million of net
cash in operations and borrowed $17.1 million under the intercompany demand
loan. We also borrowed $2.0 million under the Chase Facility. We used these
borrowings to fund operations and capital expenditures. A substantial portion of
our operating cash flows were used to satisfy accounts payable and other
liabilities which were established in connection with the 2001 Acquisition. At
December 31, 2002, we had $5.2 million in cash and cash equivalents.

As of December 31, 2002, we had $130.2 million of long-term debt of which
approximately $1.4 million is due within one year. We also had $2.0 million of
short-term borrowings under the Chase Facility. Our long-term debt consists of
Senior Notes with a face value of $124.5 million and a carrying value of $125.8
million and $4.4 million in capital lease obligations. The Senior Notes are due
in 2007 and interest is payable semi-annually on February 15 and August 15.
Based on the Senior Notes outstanding at December 31, 2002 our annual interest
payments are approximately $15.3 million.

In addition to our debt service obligation, our principal liquidity needs are
for working capital and capital expenditures. In the twelve-month period ended
December 31, 2002, we spent $14.5 million on capital expenditures, primarily for
warehouses and ground handling equipment to support our business, compared to
$16.0 million during the same period in 2001. In 2003 we expect a continued
reduction in our capital expenditures mainly attributable to the declining
economic conditions of the aviation industry.

We continue to look for ways to increase our cash flows from operations
including an increased focus on safety and accident prevention as well as the
pursuit of new business. Our working capital requirements, capital expenditures
and scheduled debt service requirements for the next twelve months will be
provided through a combination of anticipated cash flow generated from
operations and borrowings.

15

The following table illustrates the timing of contractual commitments for
Worldwide over the next five years related to leases and debt:

(in thousands) 2003 2004 2005 2006 2007
------ ------ ------ ------ ------

Operating leases 24,229 20,065 15,081 12,590 10,552
Capital leases 1,132 679 510 498 503
Senior notes 15,251 15,251 15,251 15,251 139,751
Other debt 2,000 -- -- -- --

Total

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign currency

We are exposed to the effect of foreign exchange rate fluctuations between the
U.S. dollar and the currencies related to our foreign operations. Our largest
exposures come from the Canadian dollar, the Euro, the Hong Kong dollar and the
British pound. Our European operations are substantially self-contained in that
the majority of the revenues and related expenses are incurred in those
currencies. However, we are exposed to currency fluctuations with respect to
financing costs, which are primarily incurred in the United States and
denominated in U.S. dollars and to investments and profits denominated in
foreign currencies.

Interest

Our earnings are also affected by changes in interest rates due to the impact
those changes may have on our interest expense from variable-rate debt
instruments. Currently, we have an intercompany demand loan and a discretionary
line of credit facility to provide short-term liquidity. At December 31, 2002,
there was no outstanding balance due on the intercompany loan. The outstanding
balance on the Chase Facility was $2.0 million. The interest rate on the Chase
Facility is based on an adjusted LIBOR rate or Chase's Prime rate, at the option
of the Company when the loan is originated.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 of Part II is incorporated herein by
reference to the Consolidated Financial Statements filed with this report, see
Item 15 of Part IV.

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

On December 17, 2001 the Board of Directors of Worldwide dismissed Ernst & Young
LLP and concurrently appointed Deloitte & Touche LLP as Worldwide's independent
accountants. Deloitte & Touche LLP are Vinci Airports US Inc.'s auditors and
were selected in an effort to maintain greater accountability and consistency.

16

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table contains the name, age and position of each person who is an
executive officer or director of our company. Each director also serves as a
director of our parent.

NAME AGE POSITION
- ---------------------------------- ----- ----------------------------------------------------

Jean-Francois Gouedard............ 41 President, Chief Executive Officer and Director
Olivier Bijaoui................... 45 Executive Vice President & Chief Operating Officer
Anthony P. Dalia.................. 56 President and Chief Executive Officer of the Airport
Technical Services Division
Jeanette H. Quay.................. 48 Senior Vice President, General Counsel and Secretary
James Enright..................... 60 Senior Vice President, Human Resources
Gary Burtzlaff.................... 56 Senior Vice President, Ramp and Passenger Services
John Vittas....................... 58 Senior Vice President of Sales and Marketing
Jean-Pierre Marchand-Arpoume...... 54 Director and Chairman of the Board of Directors
David Azema....................... 42 Director

We currently have three authorized directors, each of who will serve until a
successor is elected or until any of them resigns or is removed.

Jean-Francois Gouedard joined Worldwide in October 2001 and served as President
and Chief Operating Officer until he was named President and Chief Executive
Officer in June 2002. From early 1999 through October 5, 2001 Mr. Gouedard
served as the Deputy Managing Director of the Group Freyssinet International, a
world leader in Specialist Engineering and a subsidiary of Vinci S.A. From
September 1995 through the end of 1998 Mr. Gouedard served as Chief Financial
Officer of this same company.

Olivier Bijaoui joined Worldwide in January 1996 and has served as Executive
Vice President and Chief Operating Officer since May 2002. Mr. Bijaoui served as
Senior Vice President for Europe from May 1996 until July 1999, Senior Vice
President of the International Division from July 1999 until April 2000 and
Executive Vice President of Cargo & International from April 2000 until May
2002. Before joining Worldwide, Mr. Bijaoui served as President of Societe de
Fret et de Services S.A. ("SFS"), a cargo handling company built by Mr. Bijaoui
and his father. SFS was acquired by AMRS, the predecessor company to Worldwide.
From 1980 until his promotion to President of SFS, Mr. Bijaoui served as
Managing Director of SFS.

Anthony P. Dalia joined Worldwide in April of 2000 as the President of Oxford.
On November 1, 2000 Mr. Dalia was named Senior Vice President of Airport
Technical Services, in July 2001 Mr. Dalia was named Executive Vice President,
Technical Services and in April 2002 Mr. Dalia was named President and Chief
Executive Officer of the Airport Technical Services Division. Prior to joining
Worldwide, Mr. Dalia served as the President of Oxford.

Jeanette H. Quay joined Worldwide in January 2002 and is serving as Senior Vice
President, General Counsel and Secretary. From June 2000 until joining
Worldwide, Ms. Quay was of counsel to the law firm of Spain & Hastings. Ms. Quay
was an attorney with Global Industrial Technologies, Inc., a NYSE diversified
manufacturing company from January 1996 through 1999, serving as Vice President,
General Counsel and Secretary of Global from 1998 through 1999. She was an
independent consultant to Global from January 2000 until June 2000. Ms. Quay has
been continuously licensed to practice law in the state of Texas since May 1979.

James Enright joined Worldwide in September 1991 as Vice President of Human
Resources. In April 1999 Mr. Enright was named Senior Vice President, Human
Resources. Prior to 1991 Mr. Enright served in a variety of management positions
with AMR.

Gary Burtzlaff joined Worldwide in 1989, and has served as Senior Vice
President, Ramp and Passenger Services since April 2002. Mr. Burtzlaff has been
a Senior Vice President of Worldwide with responsibility for various functions
since 1998 with the exception of February 2001 through April 2002 when he was on
a leave of absence.

17

From 1969 through 1989 Mr. Burtzlaff served in a variety of staff and field
management positions with American Airlines.

John Vittas joined Worldwide in 1992 and has served as Senior Vice President of
Sales and Marketing since November 2002. From April 2002 through October 2002,
Mr. Vittas served as Senior Advisor to Worldwide. Mr. Vittas has served as a
Senior Vice President of Worldwide with responsibility for various functions
since July 1998 with the exception of February 2001 through April 2002 when he
was on a leave of absence. Mr. Vittas served in a variety of staff and field
management positions with American Airlines prior to his tenure with Worldwide.

Jean-Pierre Marchand-Arpoume has served as a director of Worldwide since October
2001. Mr. Arpoume was the Chairman and Chief Executive Officer of the Group
Freyssinet International, a subsidiary of Vinci SA from 1993 until November
2001. In November 2001 he was appointed Chairman & Chief Executive Officer of
Vinci Airports SA.

David Azema has served as a director of Worldwide since January 1, 2003. Mr.
Azema joined Vinci Concession in October 2002 as Directeur General. From 1999
until joining Vinci Concession, Mr. Azema served as Chairman and CEO of Eurostar
Group, Ltd., the group responsible for the development of the international
high-speed rail service between mainland Europe and the UK via the Channel
Tunnel. From 1996 until 1999 Mr. Azema served as a Director of SNCF, the French
National Railway with responsibility for subsidiaries and participations.

18

ITEM 11. EXECUTIVE COMPENSATION

The following table indicates the 2002, 2001 and 2000 compensation paid to our
President and Chief Operating Officer and our four other most highly compensated
officers. The table does not include discretionary bonuses, as none were accrued
or paid in 2002 or 2001. The compensation committee of the board of directors
may, in the future, in its discretion increase the salary or bonus of any of the
current officers. Selected terms of their employment agreements are summarized
below.

OTHER ANNUAL ALL OTHER STOCK OPTION
NAME & TITLE YEAR SALARY BONUS COMPENSATION COMPENSATION PAYOUT
- -------------------------- ---- -------- -------- ------------ ------------ ------------

Jean-Francois Gouedard 2002 $269,657 $ -- $214,544(4) $79,380(5) $ --
President, Chief Executive 2001 12,434 -- -- -- --
Officer and Director

Jeanette Quay 2002 235,577 40,000(6) 7,500(1) 5,652(2) --
Senior Vice President,
General Counsel and
Secretary

Anthony Dalia 2002 266,000 340,000 7,858(1) 2,625(3) 819(7)
President and Chief 2001 200,000 -- 7,250(1) 1,125(3) 26,120(7)
Executive
Officer of the Airport 2000 147,600 -- 11,158(1) 2,168(3) --
Technical Services Division

James Enright 2002 150,010 45,000 4,800(1) 4,614(2) 2,047(7)
Senior Vice President, 2001 150,010 37,855 4,800(1) 4,640(2) 65,300(7)
Human Resources 2000 144,934 18,752 -- 5,576(2) --

John Vittas 2002 152,270 45,000 -- -- --
Senior Vice President 2001 151,265 -- -- -- --
of Sales and Marketing 2000 150,015 33,142 -- -- --

(1) Automobile allowance.
(2) Company match for the deferred compensation plan
(3) Company match for Oxford's 401(k) plan
(4) Consists of $14,544 for the value of a company vehicle and $200,000 of
housing expenses
(5) Relocation expense and school tuition for children
(6) Signing bonus
(7) In 1999, our parent executed a stock option plan to grant options and
non-qualified stock options to executives, key employees, consultants and
directors of our parent, our company and subsidiaries. These options
allowed the holder to acquire shares of non-voting common stock of our
parent. Upon the 2001 acquisition, all of the outstanding options vested
and were exercised.

Employment Agreements and Arrangements

Jean-Francois Gouedard. We have an employment agreement with Mr. Gouedard for
him to serve as President and Chief Operating Officer until February 1, 2005.
Mr. Gouedard was promoted to President and Chief Executive officer in June 2002.
Mr. Gouedard is to be paid an annual base salary of $144,000, after federal and
state imposed deductions and shall receive an annual bonus of up to $100,000,
based on certain performance targets to be established annually by the
Compensation Committee. In September 2002, Mr. Gouedard was granted a salary
increase so that his annual net salary would equal $300,000. Mr. Gouedard is
entitled to receive a guaranteed bonus of $40,000 for 2002. Other provisions of
the employment agreement provide for the use of a company car, tuition
reimbursement for Mr. Gouedard's dependents to attend the Dallas International
School and a comprehensive relocation package. If Mr. Gouedard terminates his
employment for good reason or is terminated by Worldwide for any reason other
than for cause, he is entitled to receive, as severance, payment of his base
salary, plus a pro-rated annual bonus, for a period of twelve months. In the
event of a change in control, Mr. Gouedard has the right, upon a written notice
to Worldwide within six months of the change of control, to terminate his
employment and receive his base salary, plus a pro-rated annual bonus, for a
period of twelve months.

19

Jeanette Quay. We have an employment agreement with Jeanette Quay for her to
serve as our Senior Vice President, General Counsel and Secretary. Ms. Quay is
to be paid an annual salary of $250,000 and shall receive an annual bonus of up
to 40% of her base salary based on certain performance targets. The initial term
of her agreement continues through January 15, 2004 and her agreement contains
certain automatic extension provisions. Ms. Quay is also entitled to a monthly
car allowance of up to $650. If Ms. Quay terminates her employment for good
reason or is terminated by Worldwide for any reason other than for cause, Ms.
Quay is entitled to receive, as severance, payment of her base salary, plus any
pro-rated annual bonus, for a period of twelve months.

Anthony P. Dalia. We have an employment agreement with Mr. Dalia for him to
serve as President and Chief Executive Officer of the Airport Technical Services
Division until April 1, 2005. Mr. Dalia is to be paid an annual base salary of
$266,000 and is entitled to a bonus based on operating profit. Upon the Division
achieving 90% of its operating profit the executive be entitled to receive a
bonus equal to 10% of the profits for all profits between 90% and 110% of the
budget. For profits above 110% the executive will be entitled to receive 15% of
the profits for the incremental amount above 110%. Mr. Dalia is also entitled to
the use of a car plus reimbursement for normal fuel expenses. If Mr. Dalia
terminates his employment for good reason or is terminated by Worldwide for any
reason other than for cause, he is entitled to receive, as severance, payment of
his base salary, plus a pro-rated annual bonus, for a period of eighteen months.
In the event of a change in control, Mr. Dalia has the right, upon a written
notice to Worldwide within six months of the change of control, to terminate his
employment and receive his base salary, plus a pro-rated bonus through the
termination date, for a period of eighteen months.

James Enright. We have an employment agreement with James Enright for him to
serve as our Senior Vice President, Human Resources. Mr. Enright is to be paid
an annual salary of $150,000 per year and a minimum annual bonus of $45,000. The
term of his agreement extends to March 31, 2003. Mr. Enright's employment
agreement provides that if he dies, becomes disabled, terminates his employment
with good reason or if Worldwide terminates his employment without cause, he
will be entitled to receive a severance payment equal to his base salary for the
remainder of his employment term.

John Vittas. As of March 27, 2002 no employment agreement exists between
Worldwide and Mr. Vittas.

All of the employment agreements described above provide that each of the
executives will receive life, disability and health insurance benefits for the
period of time that they receive payments from Worldwide after their termination
of employment.

Worldwide has entered into non-competition and confidentiality agreements with
Messrs. Gouedard, Dalia and Enright that prohibits these executives from
competing with or soliciting employees or customers of our parent, Worldwide or
any of our subsidiaries. These limitations last for an average of three years
from the termination of employment if the executive leaves Worldwide.

Committees of the Board of Directors

Our Board of Directors presently has two committees, a Compensation Committee
and an Audit Committee. Both the Compensation Committee and the Audit Committee
are comprised of Messrs. Marchand-Arpoume and Azema. The Compensation Committee
establishes remuneration levels for some of our officers and performs other
functions as may be delegated to it under our various benefit and executive
compensation programs. The Audit Committee selects and engages the independent
public accountants to audit our annual financial statements. The Audit Committee
also reviews and approves the planned scope of the annual audit. The Board of
Directors may from time to time establish other committees to facilitate our
management.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is a former or current officer or
employee of Worldwide or any of its subsidiaries. Except as set forth below,
there are no relationships among Worldwide's executive officers, members of the
Compensation Committee or entities whose executives serve on the Board of
Directors or the Compensation Committee that require disclosure under applicable
Securities and Exchange Commission regulations.

20

Compensation of Directors

Messrs. Marchand-Arpoume and Azema, directors who are not otherwise associated
with Worldwide or its affiliates, do not receive compensation for serving as a
director. Mr. Gouedard, an executive officer of Worldwide, does not receive
compensation for serving as a director.

Limitations on Officers' and Directors' Liability

Our Certificate of Incorporation indemnifies our officers and directors to the
fullest extent permitted by the Delaware General Corporation Law ("DGCL"). Under
Section 145 of the DGCL, a corporation may indemnify its directors, officers,
employees and agents and its former directors, officers, employees and agents
and those who serve, at the corporation's request, in such capacities with
another enterprise, against expenses, including attorneys' fees, as well as
judgments, fines and settlements in non-derivative lawsuits, actually and
reasonably incurred in connection with the defense of any action, suit or
proceeding in which they or any of them were or are made parties or are
threatened to be made parties by reason of their serving or having served in
that capacity. The DGCL provides, however, that the person must have acted in
good faith and in a manner that he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation and, in the case of a criminal
action, he or she must have had no reasonable cause to believe his or her
conduct was unlawful. In addition, the DGCL does not permit indemnification in
an action or suit by or in the right of the corporation where he or she has been
adjudged liable to the corporation, unless, and only to the extent that, a court
determines that he or she fairly and reasonably is entitled to indemnity for
costs the court deems proper in light of liability adjudication. Indemnification
is mandatory to the extent a claim, issue or matter has been successfully
defended. The Certificate of Incorporation and the DGCL also prohibit
limitations on officer or director liability for acts or omissions, which
resulted in a violation of a statute prohibiting dividend declarations, payments
to stockholders after dissolution and particular types of loans. The effect of
these provisions is to eliminate the rights of our company and our stockholders,
through stockholders' derivative suits on behalf of our company, to recover
monetary damages against an officer or director for breach of a fiduciary duty
as an officer or director, except in the situations described above.

Insofar as indemnification by Worldwide for liabilities arising under the
Securities Act may be permitted to directors or officers of our company pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
SEC, this indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Worldwide is a wholly owned subsidiary of WFS Holdings, Inc., which is a wholly
owned subsidiary of Vinci Airports US Inc.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 31, 1999 we entered into a Management Agreement with Castle Harlan,
Inc., an affiliate of our parent at that time. Under this Agreement, Castle
Harlan provided Worldwide with business and organizational strategies as well as
financial, advisory and investment banking services. In return, we agreed to pay
a management fee at the annual rate of $1.25 million for the period from July 1,
2000 through December 31, 2002 and $2.0 million from January 1, 2003 through
December 31, 2005. This agreement was terminated in October 2001, upon the
change of control on October 5, 2001.

On September 7, 2001 and September 20, 2001, we borrowed $1.0 million on each
date from Castle Harlan to meet certain liquidity needs. This loan was unsecured
with an imputed interest rate of 8.0%. The entire loan, plus accrued interest,
was repaid on October 5, 2001, in a series of transactions related to the 2001
Acquisition.

On October 5, 2001, we established an intercompany demand loan from Vinci
Airports US Inc. to provide short-term liquidity. The interest rate on this loan
is based on the one-month LIBOR rate plus 0.75% and is payable upon demand. On
December 31, 2002, we received additional paid-in capital of approximately $81.2
million from our parent which was used to repay the intercompany demand loan,
including interest. Therefore, there was no outstanding balance due on this loan
at December 31, 2002.

21

On October 5, 2001, we entered into a management arrangement with Vinci Airports
SA. Under this arrangement, Vinci Airports SA will provide Worldwide with
business and organizational strategies as well as financial, advisory and
certain banking services. For the year ended December 31, 2002 and for the
period from October 5, 2001 to December 31, 2001, we incurred approximately $1.8
million and $0.4 million, respectively in charges related to this management
arrangement.

In conjunction with the purchase of Worldwide, Vinci Airports US Inc. also
purchased Airline Container Leasing Corp. ("ACL") formally known as Airline
Container Acquisition Corp. and its subsidiaries. Worldwide has no ownership in
ACL and therefore ACL's financial information is not included in the
consolidated financial statements of Worldwide.

Worldwide provides ACL with management and other services. In addition, ACL
participates with Worldwide in certain shared services such as communication and
employee benefits. In 2002, the total of these transactions was approximately
$0.9 million. In addition, acquisition costs of $0.6 million were paid by
Worldwide on behalf of ACL. Those costs were subsequently charged back to ACL in
2002.

In 1999 we issued $130.0 million of Senior Notes. Interest payments are due
semi-annually, on February 15 and August 15. As of December 31, 2002 Vinci
Airports US Inc. and ACL had purchased $64.4 million and $10.0 million,
respectively, of the Senior Notes on the open market. On February 15, 2002 Vinci
Airports US Inc. and ACL received an interest payment of $1.7 million and $0.6
million, respectively. On August 15, 2002 Vinci Airports US Inc. and ACL
received an interest payment of $3.4 million and $0.6 million, respectively.
Vinci Airports US Inc. purchased $11.7 million of Senior Notes in January 2003.
As of March 27, 2002, approximately $38.4 million of Senior Notes remain
outstanding with non-related parties.

In August 2002, SFS established an intercompany demand loan with Vinci SA. The
interest rate on this loan is based on the one-month LIBOR rate plus 0.75% and
is payable upon demand. At December 31, 2002, approximately $9.1 million was
outstanding on this loan and is included in due to affiliates. Proceeds from
this loan were used to fund capital expenditures relating to the new warehouse
lease at Charles De Gaulle International Airport.

ITEM 14. CONTROLS AND PROCEDURES

Worldwide's management, including the Chief Executive Officer, have conducted an
evaluation of the effectiveness of disclosure controls and procedures pursuant
to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive
Officer concluded that the disclosure controls and procedures are effective in
ensuring that all material information required to be filed in this annual
report has been made known to him in a timely fashion. There have been no
significant changes in internal controls, or in factors that could significantly
affect internal controls, subsequent to the date the Chief Executive Officer
completed his evaluation.

22

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. Financial Statements.

The financial statements listed in the accompanying Index to Consolidated
Financial Statements, which appears on F-1 herein are filed as part of
this Form 10-K.

2. Financial Statement Schedules.

All financial statement schedules have been omitted due to the absence of
conditions under which they are required, not significant, not applicable
or because the information is included in the financial statements or
notes thereto.

3. Exhibits.

The exhibits listed in the accompanying Exhibits Index are filed as part
of this Form 10-K.

(b) Reports on Form 8-K.

None

23

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Worldwide Flight Services, Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Irving, State of Texas, on the 27th day of March 2003.

WORLDWIDE FLIGHT SERVICES, INC.

By: /s/ JEAN-FRANCOIS GOUEDARD
------------------------------
Jean-Francois Gouedard
President & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities and on the dates
indicated.

SIGNATURES TITLES DATE
- ---------- ------ ----

/s/ Jean-Francois Gouedard President & Chief Executive Officer March 27, 2003
- ---------------------------------- (Principal Executive Officer and Director)
Jean-Francois Gouedard

/s/ Jay P. Norris Controller March 27, 2003
- ---------------------------------- (Principal Financial Officer)
Jay P. Norris

/s/ David Azema Director March 27, 2003
- ----------------------------------
David Azema

/s/ Jean-Pierre Marchand-Arpoume Director March 27, 2003
- ----------------------------------
Jean-Pierre Marchand-Arpoume

24

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Worldwide Flight Security Service Corporation has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, on the 27th day of March 2003.

WORLDWIDE FLIGHT SECURITY
SERVICE CORPORATION

WORLDWIDE FLIGHT SERVICES, INC.

By: /s/ JEAN-FRANCOIS GOUEDARD
-----------------------------------
Jean-Francois Gouedard
President & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities and on the dates
indicated.

SIGNATURES TITLES DATE
- ---------- ------ ----

/s/ Jean-Francois Gouedard President & Chief Executive Officer March 27, 2003
- ------------------------------- (Principal Executive Officer and Director)
Jean-Francois Gouedard

/s/ Jay P. Norris Controller March 27, 2003
- ------------------------------- (Principal Financial Officer)
Jay P. Norris

25

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Oxford Electronics, Inc. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Irving, State of Texas, on the 27th day of March 2003.

OXFORD ELECTRONICS, INC.

By: /s/ JEAN-FRANCOIS GOUEDARD
------------------------------
Jean-Francois Gouedard
President & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities and on the dates
indicated.

SIGNATURES TITLES DATE
- ---------- ------ ----

/s/ Jean-Francois Gouedard President & Chief Executive Officer March 27, 2003
- ------------------------------ (Principal Executive Officer and Director)
Jean-Francois Gouedard

/s/ Jay P. Norris Controller March 27, 2003
- ------------------------------ (Principal Financial Officer)
Jay P. Norris

26

CERTIFICATION WORLDWIDE FLIGHT SERVICES, INC.

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jean-Francois Gouedard, certify that:

1. I have reviewed this annual report on Form 10-K of Worldwide Flight
Services, Inc.;

2. Based on my knowledge, this annual 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 annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual
report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I 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 me by others within
those entities, particularly during the period in which this annual
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 annual report (the "Evaluation Date"); and

c) presented in this annual report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and Audit Committee:

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 and Audit Committee 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. I have indicated in this annual 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 my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: March 27, 2003

/s/ Jean-Francois Gouedard

Jean-Francois Gouedard
Chief Executive Officer

27

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE

Report of Independent Auditors F-1

Consolidated Balance Sheets at December 31, 2002 and 2001 F-3

Consolidated Statements of Operations for F-4
the year ended December 31, 2002,
the period from October 6, 2001 through December 31, 2001,
the period from January 1, 2001 through October 5, 2001,
the year ended December 31, 2000,

Consolidated Statements of Stockholder's Equity for F-5
the year ended December 31, 2002,
the period from October 6, 2001 through December 31, 2001,
the period from January 1, 2001 through October 5, 2001,
the year ended December 31, 2000,

Consolidated Statements of Cash Flows for F-6
the year ended December 31, 2002,
the period from October 6, 2001 through December 31, 2001,
the period from January 1, 2001 through October 5, 2001,
the year ended December 31, 2000,

Notes to Consolidated Financial Statements F-7

28

REPORT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
Worldwide Flight Services, Inc.

We have audited the accompanying consolidated balance sheets of Worldwide Flight
Services, Inc. ("Worldwide") as of December 31, 2002 and 2001, and the related
consolidated statements of operations, stockholder's equity, and cash flows for
the year ended December 31, 2002 and the period from October 6, 2001 to December
31, 2001 and the period from January 1, 2001 to October 5, 2001. The financial
statements as of December 31, 2000 (not presented herein) and for the year ended
December 31, 2000 were audited by other auditors whose report dated March 16,
2001 expressed an unqualified opinion on those consolidated financial
statements. These financial statements are the responsibility of Worldwide's
management. Our responsibility is to express an opinion on these 2002 and 2001
financial statements based on our audits.

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

In our opinion, the 2002 and 2001 financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Worldwide Flight Services, Inc. as of December 31, 2002 and 2001 and the
consolidated results of its operations and cash flows for the year ended
December 31, 2002, the period from October 6, 2001 to December 31, 2001 and the
period from January 1, 2001 to October 5, 2001 in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 2 to the financial statements, in 2002 Worldwide changed
its method of accounting for goodwill and other intangible assets to conform to
Statement of Financial Accounting Standards No. 142.

DELOITTE & TOUCHE LLP
March 27, 2003

F-1

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholder of
Worldwide Flight Services, Inc.

We have audited the accompanying consolidated balance sheet of Worldwide Flight
Services, Inc. as of December 31, 2000 (not presented herein), and the related
consolidated statements of operations, stockholder's equity, and cash flows for
the year ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Worldwide Flight
Services, Inc. as of December 31, 2000, the consolidated results of operations
and cash flows for the year ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States.

ERNST & YOUNG LLP

Dallas, Texas
March 16, 2001

F-2

WORLDWIDE FLIGHT SERVICES, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

DECEMBER 31, DECEMBER 31,
2002 2001
------------ ------------

ASSETS
Current Assets:
Cash and cash equivalents $ 5,223 $ 5,280
Restricted cash equivalents -- 750
Accounts receivable, less allowance for doubtful
accounts of $4,116 and $4,212, respectively 66,001 64,263
Deferred income taxes 7,030 9,880
Prepaid and other current assets 9,393 7,149
-------- --------
Total current assets 87,647 87,322

Equipment and property:
Equipment and property, at cost 67,251 49,868
Less accumulated depreciation (12,377) (2,858)
-------- --------
54,874 47,010

Intangible assets including goodwill, net 173,205 170,912
Other long-term assets 1,965 1,924
-------- --------
Total assets $317,691 $307,168
======== ========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable $ 20,670 $ 19,937
Accrued salaries, wages and benefits 16,311 15,634
Due to parent -- 72,067
Due to affiliates 11,663 --
Other accrued liabilities 23,773 27,782
Current portion of long-term debt 3,350 1,350
-------- --------
Total current liabilities 75,767 136,770

Deferred income taxes 7,908 10,757
Long-term debt, less current portion 128,817 129,746

Stockholder's equity:
Common stock -- --
Additional paid-in capital 157,580 75,527
Retained earnings (deficit) (54,560) (45,625)
Accumulated other comprehensive income (loss) 2,179 (7)
-------- --------
Total stockholder's equity 105,199 29,895
-------- --------
Total liabilities and stockholder's equity $317,691 $307,168
======== ========

See accompanying notes

F-3

WORLDWIDE FLIGHT SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

WORLDWIDE FLIGHT SERVICES, INC.
--------------------------------------------------------------------------------
PERIOD FROM PERIOD FROM
OCTOBER 6, 2001 JANUARY 1, 2001
YEAR-ENDED TO TO YEAR-ENDED
DECEMBER 31, 2002 DECEMBER 31, 2001 OCTOBER 5, 2001 DECEMBER 31, 2000
----------------- ----------------- --------------- -----------------

Operating revenues $ 351,924 $ 82,689 $ 254,250 $ 331,972

Expenses:
Salaries, wages and benefits 224,531 56,493 171,234 218,020
Materials, supplies and
services 50,060 12,554 32,824 30,851
Equipment and facilities rental 26,288 6,892 18,132 22,083
Depreciation and amortization 12,657 3,041 15,086 18,083
Goodwill impairment -- 40,000 -- --
Other operating expenses 30,865 3,982 28,701 32,669
Restructuring charges, net -- -- (443) 5,421
--------- --------- --------- ---------
Total operating expenses 344,401 122,962 265,534 327,127
--------- --------- --------- ---------
Operating income (loss) 7,523 (40,273) (11,284) 4,845

Interest income (expense), net (18,596) (5,083) (16,246) (21,260)
Other expense, net (138) (188) (1,712) (59)
--------- --------- --------- ---------
Loss before income taxes (11,211) (45,544) (29,242) (16,474)

(Provision) benefit for income
taxes 2,276 (81) 2,671 5,054
--------- --------- --------- ---------

Net loss $ (8,935) $ (45,625) $ (26,571) $ (11,420)
========= ========= ========= =========

See accompanying notes

F-4

WORLDWIDE FLIGHT SERVICES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(IN THOUSANDS)

ACCUMULATED
RETAINED OTHER TOTAL
COMMON PAID-IN EARNINGS COMPREHENSIVE STOCKHOLDER'S
STOCK CAPITAL (DEFICIT) INCOME (LOSS) EQUITY
------ ------- -------- ------------- -------------

Balance at January 1, 2000 -- $ 38,918 $ (3,197) $(1,832) $ 33,889
Equity contribution by parent -- 1,946 -- -- 1,946
Net loss -- -- (11,420) -- (11,420)
Foreign currency translation (loss) -- -- -- (618) (618)
---------
Total comprehensive loss (12,038)
---- --------- -------- ------- ---------
Balance at December 31, 2000 -- $ 40,864 $(14,617) $(2,450) $ 23,797

Redemption of common stock -- (282) -- -- (282)
Non-cash stock compensation -- 1,866 -- -- 1,866
Net loss -- -- (26,571) -- (26,571)
Foreign currency translation (loss) -- -- -- (1,466) (1,466)
---------
Total comprehensive loss (28,037)
---- --------- -------- ------- ---------
Balance at October 5, 2001 -- $ 42,448 $(41,188) $(3,916) $ (2,656)

Adjustment for purchase accounting:
Sale of parent's stock to Vince Airports US Inc. -- (42,448) 41,188 3,916 2,656
Capitalization of Worldwide by parent -- 75,527 -- -- 75,527
Net loss -- -- (45,625) -- (45,625)
Foreign currency translation -- -- -- (7) (7)
---------
Total comprehensive loss (45,632)
---- --------- -------- ------- ---------
Balance at December 31, 2001 -- $ 75,527 $(45,625) $ (7) $ 29,895

Equity contribution by parent -- 81,220 -- -- 81,220

Final purchase price payment -- 833 -- -- 833
Net loss -- -- (8,935) -- (8,935)
Foreign currency translation -- -- -- 2,186 2,186
---------
Total comprehensive loss (6,749)
---- --------- -------- ------- ---------
Balance at December 31, 2002 -- $ 157,580 $(54,560) $ 2,179 $ 105,199
==== ========= ======== ======= =========

See accompanying notes

F-5

WORLDWIDE FLIGHT SERVICES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

WORLDWIDE FLIGHT SERVICES, INC.
---------------------------------------------------------------------------
PERIOD FROM PERIOD FROM
OCTOBER 6, 2001 JANUARY 1, 2001
YEAR-ENDED TO TO YEAR-ENDED
DECEMBER 31, 2002 DECEMBER 31, 2001 OCTOBER 5, 2001 DECEMBER 31, 2000
----------------- ----------------- --------------- -----------------

Operating Activities:
Net loss $ (8,935) $(45,625) $(26,571) $(11,420)
Adjustments to reconcile net
earnings to net cash provided by
operating activities:
Depreciation and amortization 12,657 3,041 15,086 18,012
Goodwill Impairment -- 40,000 --
Non-cash stock compensation -- -- 1,866 --
Deferred income taxes -- -- (2,562) (7,367)
Restructuring charge -- -- (443) 5,421
Other 2,419 184 1,305 1,295
Change in assets and
liabilities,
net of effects of acquisitions:
Accounts receivable 237 (9,066) 7,692 11,295
Prepaid and other assets (1,048) (1,626) -- (2,360)
Accounts payable and accrued
liabilities (10,602) 2,539 (2,873) (9,603)
-------- -------- -------- --------
Net cash provided by (used in)
operating activities (5,272) (10,553) (6,500) 5,273

Investing Activities:
Capital expenditures (14,468) (2,281) (13,758) (9,057)
Acquisitions, net of cash -- -- (2,700) (9,639)
-------- -------- -------- --------
Net cash used by investing
activities (14,468) (2,281) (16,458) (18,696)

Financing Activities:
Proceeds short-term debt 2,000 -- -- --
Repurchase senior notes -- (5,550) -- --
Issue costs on long-term debt -- -- -- (607)
Proceeds from long-term debt -- -- 23,265 12,914
Payments on long-term debt -- (48,577) -- --
Payments on intercompany
borrowings (81,220) -- -- --
Proceeds from intercompany
borrowings, net 17,072 71,202 -- --
Equity contribution by parent
or officers 81,220 760 -- 1,946
Other 611 279 (1,736) (1,176)
-------- -------- -------- --------
Net cash provided by (used in)
financing activities 19,683 18,114 21,529 13,077
Net increase (decrease) in cash
and cash equivalents (57) 5,280 (1,429) (346)
Cash and cash equivalents at
beginning of period 5,280 -- 1,429 1,775
-------- -------- -------- --------
Cash and cash equivalents at
end of period $ 5,223 $ 5,280 $ -- $ 1,429
======== ======== ======== ========
Supplemental Disclosures of
Cash Flow Information:
Cash paid (refunded) for income
taxes $ 2,346 $ 34 $ 574 $ 3,104
Cash paid for interest 19,084 895 20,618 19,209
Non-cash transactions:
Non-cash goodwill transactions 2,842 -- -- --

See accompanying notes.

F-6

WORLDWIDE FLIGHT SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND BASIS OF PRESENTATION

Business

Worldwide is an independent provider of aviation ground services which operates
in four separate areas: cargo handling, ramp services, passenger services and
technical services. Cargo handling activities include the build-up and breakdown
of cargo in preparation for transport or storage, warehouse management and other
services. Ramp services include aircraft marshaling, aircraft pushback, aircraft
de-icing, cabin cleaning, aircraft fueling and aircraft heating,
air-conditioning, lavatory and water services. Passenger services include
passenger ticketing, curbside and ticket counter check-in boarding services,
baggage claim and other services for passengers. Technical services include
maintenance and repairs to jet bridges, baggage conveyors and ground equipment,
in addition to other services.

Worldwide operates in airports around the world, primarily in New York City,
Dallas, Miami, Paris, France and Hong Kong. International operations are
generally organized as either foreign branches or separately incorporated
subsidiaries.

Basis of Presentation

Worldwide was incorporated in Delaware on December 12, 1983 as AMR Services
Corporation ("AMRS" or "the Predecessor"), a subsidiary of AMR Corporation
("AMR"). On March 31, 1999 Worldwide was acquired by WFS Holdings, Inc., which
was owned by Castle Harlan Partners III, L.P. and its affiliates (the "Castle
Harlan Acquisition"). Following the Castle Harlan Acquisition, Worldwide changed
its name from AMR Services Corporation to Worldwide Flight Services, Inc.

Since March 1999, we made three significant acquisitions: on August 12, 1999, we
purchased all of the stock of MAS for approximately $63.0 million: on August 23,
1999, we purchased all of the stock of Aerolink for approximately $5.9 million,
plus an earn-out of $1.0 million, which was paid in 2000; and on April 5, 2000,
we purchased all the stock of Oxford for approximately $9.6 million, plus a
deferred payment of up to $2.5 million, which was paid out in the first quarter
of 2001. On December 31, 2000, MAS and Aerolink were merged into WFS.

On October 5, 2001, Vinci Airports US Inc. acquired all of the capital stock of
WFS Holdings, Inc., the parent of Worldwide Flight Services, Inc. (the "2001
Acquisition"). Vinci Airports US Inc. is a wholly-owned subsidiary of Vinci
Airport Services SNC. This acquisition did not result in a new entity, but it
did result in a change in the basis of accounting. Consequently, the financial
information at any point or for any period subsequent to October 5, 2001 is not
comparable to financial information at any point or for any period prior to the
2001 Acquisition.

Foreign operations within Worldwide are substantially self-contained in that the
majority of the revenues and related expenses are incurred in those currencies.
The financial statements of our foreign subsidiaries and branches are translated
using the current exchange rate in accordance to SFAS 52, Foreign Currency
Translation. Accordingly, assets and liabilities of the foreign subsidiaries and
branches are translated at end-of-period exchange rates. Operations are
translated at the weighted average exchange rates for the period. Foreign
currency transaction gain or loss is included in other income or loss for the
period. Since the Castle Harlan Acquisition, Worldwide has concluded that
certain intercompany foreign notes receivable represent permanent investments in
those operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Worldwide and its
wholly owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.

F-7

Reclassifications

The presentation of certain prior period information has been reclassified to
conform with the current period presentation.

Revenue Recognition

Worldwide recognizes fees from its service contracts as service is provided. The
terms of the service contracts are generally cancelable by either party with a
sixty-day notice. Worldwide provides services to a significant number of
airlines around the world with typical payment terms of 30-60 days. Worldwide
routinely analyzes the credit worthiness of its customers and generally does not
require collateral.

Business and Concentrations of Credit Risk

For the year ended December 31, 2002, Worldwide derived approximately 20.5% of
its revenues from AMR and its affiliates, primarily American Airlines and
American Eagle (collectively "American"). As of December 31, 2002, we had
outstanding receivables from American of $13.0 million.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. Actual results could differ from
those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term, highly liquid
investments with maturities of ninety days or less when purchased. At December
31, 2001, approximately $0.8 million of cash equivalents was restricted by
Worldwide's commercial banking arrangement. No such restriction existed at
December 31, 2002.

Long-lived Assets

Worldwide reviews long-lived assets and certain identifiable intangibles for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of the asset
to the undiscounted future net cash flows expected to be generated by the asset.
If such assets are considered to be impaired, the impairment to be recognized is
the amount by which the carrying value of the assets exceeds the fair value.
Assets held for sale are reported at the lower of the carrying amount or fair
value less costs to sell.

Intangibles

In connection with the 2001 Acquisition, we recorded goodwill of $210.9 million.
This goodwill represents the excess purchase price over the fair value of net
tangible assets and other specifically identified intangible assets as of
October 5, 2001. During the period from October 6, 2001 to December 31, 2001, we
recorded a goodwill impairment charge of $40.0 million relating to decreases in
the Company's fair value after the terrorists attacks on September 11, 2001.

During 2001, we accounted for goodwill recognized prior to June 30, 2001, in
accordance with APB Opinion No. 17, Intangible Assets, amortizing goodwill over
20 years. During 2001 we performed an impairment analysis of goodwill and
recorded an impairment of $40 million. On January 1, 2002, we adopted SFAS 142,
Goodwill and Other Intangible Assets, which significantly changed the accounting
for goodwill. Under the new rules, goodwill and intangible assets deemed to have
indefinite lives will no longer be amortized but will be subject to impairment
tests at least annually. Due to the transition rules of Statement No. 142,
goodwill recognized in connection with the 2001 Acquisition was not amortized.
We completed the first step of the transitional goodwill impairment at the
beginning of 2002, which did not indicate any additional impairment.

Financial Instruments

F-8

Worldwide has purchased an interest rate cap agreement to hedge interest on
variable-rate debt instruments (see Note 9). Prior to January 1, 2001, to the
extent we had borrowings outstanding on variable-rate debt instruments, the cost
of the interest rate cap is deferred and recognized as an adjustment to interest
expense on the variable rate debt. Notional amounts in excess of variable-rate
debt outstanding are marked to market with the resulting gain or loss being
included in interest expense. On January 1, 2001, the Company adopted SFAS 133,
as amended. This statement requires financial derivatives to be recorded at fair
value. The approximate fair value of these instruments at December 31, 2002 and
2001 was zero.

Off-Balance-Sheet Instruments

Worldwide utilizes letters of credit to back certain financing instruments,
insurance policies and payment obligations. At December 31, 2002, we had $0.7
million in letters of credit issued and outstanding with JPMorgan Chase Bank and
$9.3 million letters of credit issued and outstanding with Credit Lyonnais. In
addition, Worldwide is also a party to certain surety bonds that are typically
issued through insurance carriers. At December 31, 2002, approximately $3.8
million of surety bonds were issued and backed by $2.8 million in letters of
credit. Both the letters of credit and the performance bonds reflect fair value
as a condition of their underlying purpose and are subject to fees competitively
determined. We do not expect any material losses to result from these
instruments.

Income Taxes

Worldwide is included in Vinci Airports US Inc consolidated United States
federal income tax return and state income tax returns in unitary states. Under
the terms of the Vinci Airports US Inc tax sharing policy, income taxes are
calculated by each subsidiary as if the subsidiary were a separate taxable
entity and any benefits derived from the tax sharing agreement are then
calculated and recognized: subsidiaries are reimbursed for net operating losses
by affiliates. Worldwide computes its provision for deferred federal income
taxes using the liability method as if it were a part of a tax sharing
agreement. Under this method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates.

We evaluate all deferred tax assets to determine if a valuation allowance is
needed. A valuation allowance is recorded if it is more likely than not a
deferred tax asset will not be realized. We consider future taxable income,
taxable temporary differences and tax planning strategies in the deferred tax
asset evaluation process. For the years ended December 31, 2002 and 2001, we
determined that it was more likely than not that our net deferred tax assets
would not be realized. We had a valuation allowance for the periods December 31,
2002 and 2001, in the amounts of $21.8 million and $20.0 million respectively.

Common Stock, Stock Options and Warrants

On December 31, 2002, Worldwide had 1,000 shares of issued, authorized and
outstanding $0.01 par value common stock, all owned by Holdings.

Certain employees were granted stock options under Holdings' 1999 Stock Option
Plan, which was terminated in conjunction with the 2001 Acquisition. Upon the
change of control, all outstanding stock options granted under this plan vested
and were exercised. (see Note 14) In connection with the private placement of
$130 million in 12.25% Senior Notes due 2007 (the "Senior Notes"), Holdings
issued 130,000 warrants, which entitled the holder to an aggregate of 74,750
shares of its non-voting common stock. All of these warrants were exercised upon
the change of control on October 5, 2001. At December 31, 2002 and 2001, there
were no stock options or warrants outstanding.

Some members of management were given the opportunity to purchase shares of
Holdings' common stock at the original purchase value of $3.25 per share. These
stock purchase rights were generally granted, subject to certain restrictions,
under the executive employment agreements, which were terminated upon change of
control. The new employment agreements, effective October 5, 2001, do not allow
for the purchase of stock.

Segments

Worldwide reports financial information and evaluates its operations by location
and not by its four different services categories. We do not have discrete
financial information to evaluate the operating results for each of the four
ground service categories. Although revenue can be identified for these service
categories, management cannot and does not identify expenses, profitability or
other financial information for these service categories. As a result,
management reviews operating results solely by location and thus we have
determined that it operates under one

F-9

reportable segment.

Allowance for Doubtful Accounts

The following summarizes the activity in the allowance for doubtful accounts for
the following periods (in thousands):

ACQUISITION
BALANCE AT OF MAS,
BEGINNING OF BAD DEBT AEROLINK AND BALANCE AT
PERIOD PERIOD EXPENSE OXFORD WRITE-OFFS END OF PERIOD
- ------------------------------------------------ ------------ -------- ------------ ---------- -------------

Year ended December 31, 2002 $ 4,212 $ 2,577 $ -- $ (2,673) $ 4,116
Period from October 6, 2001 to December 31, 2001 7,116 -- -- (2,904) 4,212
Period from January 1, 2001 to October 5, 2001 2,072 5,164 -- (120) 7,116
Year ended December 31, 2000 1,428 1,730 50 (1,136) 2,072

Change in Accounting for Goodwill and Certain Other Intangibles

On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, Goodwill and Other Intangibles Assets. Under SFAS
No. 142, goodwill and intangible assets deemed to have indefinite lives will no
longer be amortized but will be subject to impairment tests at least annually.

In the fourth quarter of 2001 we performed an assessment of the carrying value
of our goodwill due to the significant slowdown of the airline industry after
September 11. As a result of this assessment we recorded a goodwill impairment
charge of $40.0 million to write down the value of our goodwill. As required by
SFAS 142, the Company performed an impairment analysis of its goodwill and other
intangible assets at January 1, 2002 and determined no further transition
adjustment was necessary.

Supplemental comparative disclosure as if the change had been retroactively
applied to the prior year period is as follows (in thousands):

PERIOD FROM PERIOD FROM
YEAR-ENDED OCTOBER 6, 2001 JANUARY 1, 2001 YEAR-ENDED
DECEMBER 31, TO TO DECEMBER 31,
2002 DECEMBER 31, 2001 OCTOBER 5, 2001 2000
------------ ----------------- --------------- ------------

Reported net loss ....... $ (8,935) $ (45,625) $ (26,571) $ (11,420)
Goodwill amortization ... -- -- 4,855 6,428
-------- --------- --------- ---------
Adjusted net loss ....... $ (8,935) $ (45,625) $ (21,716) $ (4,992)
======== ========= ========= =========

3. ACQUISITIONS

Since Worldwide's inception, we made three significant acquisitions: on August
12, 1999, we purchased all of the stock of MAS for approximately $63.0 million;
on August 23, 1999, we purchased all of the stock of Aerolink for approximately
$5.9 million, plus an earn-out of $1.0 million, which was paid in 2000; and on
April 5, 2000, we purchased all the stock of Oxford for approximately $9.6
million, plus a deferred payment of $2.5 million, which was paid out in the
first quarter of 2001.

If the acquisition of Oxford had occurred at the beginning of year ended
December 31, 2000, total revenues and net loss would have been as follows (in
thousands):

2000
----------

Revenues....................... $ 345,477
Net loss....................... (10,974)

Acquisition of Worldwide by Vinci Airports US Inc.

On October 5, 2001 Vinci Airports US Inc. acquired all of the capital stock of
WFS Holdings Inc. Vinci Airports US Inc. is a wholly-owned subsidiary of Vinci
Airport Services SNC. The transaction was consummated pursuant to an

F-10

Agreement and Plan of Merger and Stock Purchase Agreement dated as of September
7, 2001 among WFS Holdings, Inc., Airline Container Leasing Corp., formally
known as Airline Container Acquisition Corp., Castle Harlan Partners III, L.P.,
Vinci S.A., Vinci Airports US Inc. and Vinci Merger Sub Corp. The transaction,
which was completed utilizing funds of Vinci Airports US Inc., had a fair value
to Worldwide of approximately $254.8 million, including transaction costs. In
connection with this transaction, Worldwide recorded $210.9 million of goodwill,
which represents the difference between the allocated purchase price and the
initial estimate of the fair value of net assets acquired. Worldwide decreased
the prior carrying value of current assets by $1.2 million and total assets by
$10.8 million and increased current liabilities by $7.3 million and total
liabilities by $11.2 million through its initial purchase price allocation
process. During 2002, we continued to obtain information needed to reflect the
acquired assets and liabilities at fair value as of the date of the acquisition.
Consequently, we recorded additional adjustments to our assets and liabilities
with corresponding entries to goodwill. We increased our liabilities by $5.1
million and increased our fixed assets by $3.7 million. In addition, there was a
final adjustment to the purchase price of $0.8 million. During 2002 Worldwide
reviewed its analysis of certain foreign tax related liabilities arising before
the 2001 Acquisition and identified $1.7 million of pre-acquisition Liabilities.
Accordingly, we have accrued for these tax related liabilities and increased
goodwill. These entries resulted in a net increase to goodwill of $3.9 million.
Airline Container Leasing Corp. is a separate holding under Vinci Airports US
Inc. and is therefore not a part of Worldwide's consolidated group.

4. LONG-TERM DEBT

Long-term debt consists of the following as of December 31 (in millions):

2002 2001
--------- ---------

12.25% Senior Notes due August 7, 2001...... $ 125.8 $ 125.8
Due to affiliates........................... 11.7 --
Other short-term borrowings................. 2.0 --
Capital Lease Obligations and Other......... 4.4 5.3
--------- ---------
143.9 131.1
Less:
Current maturities.......................... 3.4 1.4
Due to affiliates........................... 11.7 --
--------- ---------
Total long-term debt........................ $ 128.8 $ 129.7
========= =========

In a 1999 private placement, we issued $130.0 million of Senior Notes. In
connection with the issuance of these Senior Notes, Holdings also issued 130,000
warrants, which entitled the holder to an aggregate of 74,750 shares of its
non-voting common stock. Subsequent to the private placement, the Senior Notes
were registered through a public exchange offer. On October 5, 2001, Vinci
Airports US Inc. completed its purchase of WFS Holdings, Inc. and its
subsidiaries. Under the terms of the indenture governing these notes, we
commenced a change of control offer on October 24, 2001 to repurchase our Senior
Notes at 101% of their par value, plus accrued but unpaid interest. Notes with
an aggregate face value of $5.5 million were tendered to Worldwide during the
change of control offer period. We adjusted the carrying value of $124.5 million
for our remaining Senior Notes to fair value of $125.8 million as part of the
purchase price allocation.

Worldwide's obligation under the Senior Notes is unconditionally guaranteed on a
joint and several basis by its domestic subsidiaries. (see Note 13) Worldwide is
also subject to certain covenants under the Senior Note indenture and we were in
compliance with these covenants throughout the year ended and as of December 31,
2002.

In connection with the 2001 Acquisition, Vinci Airports US Inc. repaid the
outstanding balance on the Senior Secured Credit Facility and terminated the
facility. The outstanding balance at the time of repayment was $46.5 million and
was funded from the proceeds of an intercompany demand loan from Vinci Airports
US Inc.

On May 3, 2002 we entered into a discretionary line of credit facility (the
"Chase Facility") with JPMorgan Chase Bank ("Chase") which expires on March 31,
2003. Subject to the discretion of Chase, the maximum amount available under the
Chase Facility is the lesser of $15.0 million or seventy-five percent of the
Company's eligible accounts receivable balance, as defined in the agreement. The
Chase Facility is secured by the Company's trade accounts receivable and is
subject to certain financial and non-financial covenants. Interest is based on
an adjusted LIBOR rate or Chase's Prime rate, at the option of the Company when
the loan is originated. At December 31, 2002, the outstanding balance due on
this facility was $2.0 million which was classified as short-term debt in the
financial statements.

5. RELATED PARTY TRANSACTIONS

On March 31, 1999 we entered into a Management Agreement with Castle Harlan,
Inc., an affiliate of our parent at that time. Under this Agreement, Castle
Harlan provided Worldwide with business and organizational strategies as well as
financial, advisory and investment banking services. In return, we agreed to pay
a management fee at the annual rate of $1.25 million for the period from July 1,
2000 through December 31, 2002 and $2.0 million from January 1, 2003 through
December 31, 2005. This agreement was terminated in October 2001, upon the
change of control on October 5, 2001.

On September 7, 2001 and September 20, 2001, we borrowed $1.0 million on each
date from Castle Harlan to meet certain liquidity needs. This loan was unsecured
with an imputed interest rate of 8.0%. The entire loan, plus accrued interest,
was repaid on October 5, 2001, in a series of transactions related to the 2001
Acquisition.
F-11

On October 5, 2001, we established an intercompany demand loan from Vinci
Airports US Inc. to provide short-term liquidity. The interest rate on this loan
is based on the one-month LIBOR rate plus 0.75% and is payable upon demand. On
December 31, 2002, we received additional paid-in capital of approximately $81.2
million from our parent which was used to repay the intercompany demand loan,
including interest. Therefore, there was no outstanding balance due on this loan
at December 31, 2002.

On October 5, 2001, we entered into a management arrangement with Vinci Airports
SA. Under this arrangement, Vinci Airports SA will provide Worldwide with
business and organizational strategies as well as financial, advisory and
certain banking services. For the year ended December 31, 2002 and for the
period from October 5, 2001 to December 31, 2001, we incurred approximately $1.8
million and $0.4 million, respectively in charges related to this management
arrangement.

In conjunction with the purchase of Worldwide, Vinci Airports US Inc. also
purchased Airline Container Leasing Corp. ("ACL") formally known as Airline
Container Acquisition Corp. and its subsidiaries. Worldwide has no ownership in
ACL and therefore ACL's financial information is not included in the
consolidated financial statements of Worldwide.

Worldwide provides ACL with management and other services. In addition, ACL
participates with Worldwide in certain shared services such as communication and
employee benefits. In 2002, the total of these transactions was approximately
$0.9 million. In addition, acquisition costs of $0.6 million were paid by
Worldwide on behalf of ACL. Those costs were subsequently charged back to ACL in
2002.

In 1999 we issued $130.0 million of Senior Notes. Interest payments are due
semi-annually, on February 15 and August 15. As of December 31, 2002 Vinci
Airports US Inc. and ACL had purchased $64.4 million and $10.0 million,
respectively, of the Senior Notes on the open market. On February 15, 2002 Vinci
Airports US Inc. and ACL received an interest payment of $1.7 million and $0.6
million, respectively. On August 15, 2002 Vinci Airports US Inc. and ACL
received an interest payment of $3.4 million and $0.6 million, respectively.
Vinci Airports US Inc. purchased $11.7 million of Senior Notes in January 2003.
As of March 27, 2002, approximately $38.4 million of Senior Notes remain
outstanding with non-related parties.

In August 2002, SFS, a wholly owned subsidiary of Worldwide, established an
intercompany demand loan with Vinci SA. The interest rate on this loan is based
on the one-month LIBOR rate plus 0.75% and is payable upon demand. At December
31, 2002, approximately $9.1 million was outstanding on this loan and is
included in due to affiliates. Proceeds from this loan were used to fund capital
expenditures relating to the new warehouse lease at Charles De Gaulle
International Airport.

6. RESTRUCTURING CHARGES

The following tables summarize the activity related to the restructuring
charges in fiscal 2002 and 2001 (in thousands):

RESERVE BALANCE RESERVE BALANCE
DECEMBER 31, DECEMBER 31,
DESCRIPTION 2001 REVISIONS PAYMENTS 2002
- -------------------------------------- --------------- --------- -------- ---------------

Involuntary employee severance........ $ 1,691 $ 397 $(1,435) $ 653
Non-employee contract terminations.... 628 (609) (19) --
Lease terminations.................... 54 -- (54) --
Other exit costs...................... 252 -- (107) 145
Other business restructuring.......... 459 (130) (329) --
-------- ------ ------- --------
Total restructuring charge....... $ 3,084 $(342) $(1,944) $ 798
======== ===== ======= ========

F-12

7. PROPERTY AND EQUIPMENT

Property and equipment are carried at cost and are depreciated using the
straight-line method over the estimated lives indicated in the table below.
Maintenance and repair costs are expensed as incurred. At the time of sale,
October 5, 2001, the fair value of fixed assets was estimated to be
approximately their net book value of $47.9 million. During the third quarter of
2002, we received an appraisal of the fair value of our fixed assets as of the
acquisition date and adjusted the carrying value to reflect that fair value.
Accordingly, we increased the value of our fixed assets by approximately $3.7
million, with a corresponding reduction to goodwill. We recorded depreciation
expense of $0.6 million in the third quarter of 2002 to reflect the additional
depreciation that would have occurred if we had the results of the fair value
appraisal at October 5, 2001.

The following table summarizes Worldwide's property and equipment at December
31, 2002 and 2001 (in thousands):

DEPRECIABLE LIFE 2002 2001
---------------- --------- ---------

Building and improvement........ 25-30 years $ 34,869 $ 23,372
Ground equipment................ 5-8 years 22,981 18,567
Other, primarily software....... 3-10 years 9,401 7,929
--------- ---------
Equipment and property, at cost. $ 67,251 $ 49,868
========= =========

Depreciation expense totaled $12.7 million for the year ended December 31, 2002;
$3.1 million for the period from October 6, 2001 to December 31, 2001 and $10.2
million for the period from January 1, 2001 through October 5, 2001; and $11.3
million for the year ended December 31, 2000.

8. INCOME TAXES

Losses before income taxes for the year ended December 31, 2002, the period from
October 6, 2001 through December 31, 2001, the period from January 1, 2001
through October 5, 2001 and for the year ended December 31, 2000 were $11.2
million, $45.5 million, $29.2 million and $16.5 million, respectively.

For our U.S. operation, losses before income taxes for the year ended December
31, 2002, the period from October 6, 2001 through December 31, 2001, the period
from January 1, 2001 through October 5, 2001 and for the year ended December 31,
2000 were $12.2 million, $45.1 million, $28.5 million and $21.4 million,
respectively.

For our foreign operation, income before income taxes for the year ended
December 31, 2002 was $1.0 million. Losses for the period from October 6, 2001
through December 31, 2001, the period from January 1, 2001 through October 5,
2001 were $0.4 million and $0.7 million, respectively. Income before income
taxes for the year ended December 31, 2000 was $4.9 million.

The components of the income tax provision for each of the periods presented are
as follows (in thousands):

PERIOD FROM PERIOD FROM
OCTOBER 6, 2001 JANUARY 1, 2001 YEAR-ENDED
YEAR-ENDED TO TO DECEMBER 31,
DECEMBER 31, 2002 DECEMBER 31, 2001 OCTOBER 5, 2001 2000
----------------- ----------------- --------------- ------------

Current:
Federal.................. $ (3,018) $ (330) $ -- $ 314
Foreign.................. 762 (36) (109) 1,998
State.................... (20) 447 -- --
--------- -------- ------- --------
(2,276) 81 (109) 2,312
Deferred.................... -- -- (2,562) (7,366)
-------- -------- ------- --------
Total income tax provision
(benefit)................... $ (2,276) $ 81 $(2,671) $ (5,054)
========= ======== ======= ========

F-13

Reconciliations of the provisions for income taxes computed at the statutory
rate of the reported provisions for income taxes for the indicated periods are
set forth below (in thousands).

PERIOD FROM PERIOD FROM
OCTOBER 6, 2001 JANUARY 1, 2001
YEAR-ENDED TO TO YEAR-ENDED
DECEMBER 31, DECEMBER 31, OCTOBER 5, DECEMBER 31,
2002 2001 2001 2000
------------ --------------- --------------- ------------

Statutory income provision ........ $(3,924) $(15,940) $(10,234) $(5,766)
State income tax provision, net ... (229) 291 (999) --
Foreign taxes, rate differential .. 163 (93) (280) --
Unbenefited foreign losses ........ 228 75 224 --
Tax effect of Goodwill ............ -- 14,000 519 --
Change in valuation allowances .... 1,808 1,997 8,524 --
Non deductible expenses ........... 270 36 108 --
Other ............................. (592) (285) (533) 712
------- -------- -------- -------
Income tax provision (benefit) ... $(2,276) $ 81 $ (2,671) $(5,054)
======= ======== ======== =======

The tax effect of temporary differences that give rise to significant components
of deferred tax assets and liabilities at December 31, 2002 and December 31,
2001 of Worldwide are as follows (in thousands):

2002 2001
CURRENT NON-CURRENT CURRENT NON-CURRENT
---------- ----------- ---------- -----------

Deferred tax assets:
Expenses deductible for tax in a different
period than books................................ $ 7,573 $ 4,920 $ 9,795 $ 4,285
Foreign tax credit................................. -- 3,120 -- 1,661
Net operating loss Carryforward.................... -- 24,960 -- 19,149
Other................................................. -- -- 85 --
---------- ----------- ---------- -----------
Total deferred tax assets.......................... 7,573 33,000 9,880 25,095
---------- ----------- ---------- -----------
Valuation allowance................................ -- (21,814) -- (20,007)
---------- ----------- ---------- -----------
Net deferred tax asset............................. 7,573 11,186 9,880 5,088
========== =========== ========== ===========
Deferred tax liabilities:
Undistributed earnings of foreign subsidiaries........ -- 2,120 -- 1,335
Identified intangibles................................ -- 13,078 -- 11,255
Accelerated depreciation.............................. -- 1,261 -- 699
Other................................................. 543 2,635 -- 2,556
---------- ----------- ---------- -----------
Total deferred tax liabilities..................... 543 19,094 -- 15,845
---------- ----------- ---------- -----------
Net deferred tax asset (liability)................. $ 7,030 $ (7,908) $ 9,880 $ (10,757)
========== =========== ========== ===========

Worldwide has approximately $71.2 million of net operating losses at December
31, 2002. Approximately $17.4 million of this amount will expire from 2015 to
2020 and $53.8 million will expire from 2020 to 2022.

Section 382 of the Internal Revenue Code limits the future use of net operating
losses if there is more than a 50% change in control over a three (3) year
period. The annual limitation is equal to the value of Worldwide at the change
date multiplied by the applicable federal funds rate, plus any recognized
built-in-gains. Approximately $40.9 million of Worldwide NOL's are subject to
the Section 382 limitation. The annual limitation on the NOL's is approximately
equal to $3.4 million, plus any recognized built-in-gains. Any unused Section
382 limitation may generally be carried forward.

We had $40.8 million of NOL's at the acquisition date, which were fully offset
by a valuation allowance. Any future reduction in this valuation allowance will
be reflected first as a reduction of intangible assets and then as an increase
to equity. We had approximately $38.5 million of net operating losses that were
generated after the acquisition date; $8.2 million have been utilized under the
Vinci Airports US Inc tax sharing agreement. Any future reduction in this
valuation allowance will reduce future income tax expense.

Worldwide is included in Vinci Airports US Inc consolidated United States
federal income tax return and state tax returns in unitary states. Under the
terms of the Vinci Airports US Inc tax sharing agreement, Worldwide's losses of
$8.2 million have been utilized by other members of the US consolidated group.

F-14

We recorded gross deferred tax assets in connection with the 2001 Acquisition.
The deferred tax assets were fully offset by a valuation allowance. Accordingly,
we did not record a net deferred tax asset associated with the 2001 Acquisition.

We evaluate all deferred tax assets to determine if a valuation allowance is
needed. We determined it was more likely than not that our net deferred tax
assets would not be realized. We had a valuation allowance for the periods ended
December 31, 2002 and 2001, in the amounts of $21.8 million and $20.0 million
respectively.

During the year Worldwide reviewed its analysis of certain foreign tax related
liabilities arising before the 2001 Acquisition and identified $1.7 million of
pre-acquisition liabilities. Accordingly we have accrued for these tax related
liabilities and increased goodwill.

9. FINANCIAL INSTRUMENTS

In connection with the Senior Secured Credit Facility, Worldwide was required to
purchase interest rate caps in order to manage risks related to changes in
variable interest rates. The interest rate caps limited Worldwide's exposure to
floating interest rates and caps it at 6.5%. These caps have a notional amount
of $20.0 million and $50.0 million at December 31, 2002 and 2001, respectively.
Caps with a notional value of $30.0 million expired in March 2002 and the
remaining caps with a notional value of $20.0 million expire in March 2003. We
do not intend to replace these contracts. In 2000, the interest rate caps
exceeded the outstanding borrowings under the Senior Secured Credit Facility,
resulting in a mark-to-market charge to interest expense of $415,000. The
approximate fair value of these instruments at December 31, 2002 and 2001 was
zero.

10. COMMITMENTS AND CONTINGENCIES

Future minimum lease payments under operating leases with initial and remaining
noncancelable lease terms in excess of one year are as follows (in thousands):

2003....................... $ 24,229
2004....................... 20,065
2005....................... 15,081
2006....................... 12,590
2007....................... 10,551
thereafter................. 96,702
--------
$179,218
========

All major airport facilities and office spaces are leased under operating
leases, many of which include renewal options and indexed escalation clauses.

Commitments and Contingencies

We are involved in an investigation by the National Transportation Safety Board
("NTSB") into the cause of the crash of an Emery Worldwide Airlines, Inc. cargo
jet on February 16, 2000. The crash occurred shortly after takeoff from Mather
Field in Sacramento, California, killing all three people aboard. Miami Aircraft
Support, Inc., a subsidiary of Worldwide, loaded the cargo onto the plane. We
are cooperating with the NTSB in the investigation, and to date the NTSB has not
issued its report.

In addition to the NTSB investigation, we are one of several defendants in three
individual lawsuits arising out of the crash. One of the suits is filed in state
court in California, one in state court in Ohio, and one in state court in
Texas. We believe that we have adequate insurance coverage for any liability
that may ultimately be assessed in these suits.

Actions and claims against certain subsidiaries of Worldwide under common law
and state and federal statutes for employment, personal injury, property damage
and breach of contract arise in the ordinary course of their businesses. The
remedies sought in such actions include compensatory, punitive and exemplary
damages as well as equitable relief. Reserves for such lawsuits and claims are
recorded to the extent that losses are deemed probable and can be reasonably
estimated. In the opinion of management, the resolution of all such pending
lawsuits and claims will not have a material effect on the earnings, cash flows
or consolidated financial position of Worldwide.

F-15

During 2000 the Aviation Department of Miami-Dade County International Airport
performed an audit of our Gross Revenues calculation, which is used in
determining the airport fees paid under our general aeronautical services
permit. In connection with that audit the airport assessed $0.8 million in
additional airport fees. Although we contested these findings, we were
ultimately unsuccessful in our attempt to overcome the airport's position and
therefore recorded the charge in 2001.

AMR Earn-Out

In connection with the Castle Harlan Acquisition, we are contingently obligated
to pay AMR an additional amount if revenues from AMR exceed specific amounts
over a ten-year period from the date of the Castle Harlan Acquisition. If these
revenue targets are met, we will pay AMR up to $10.0 million plus accrued
interest. We are not able to predict whether or not we will meet these revenue
targets.

12. GEOGRAPHIC OPERATIONS

Worldwide operates as an independent ground services provider to air-cargo and
passenger airlines in North America, Europe, and Asia. Worldwide, however,
operated in a single business segment, as a provider of ground services to the
aviation industry. Inter-area sales are not material. Long-lived assets by
geographic area represent those assets used in Worldwide's operations in each
area. Corporate level assets and liabilities are included as a component of
North America.

Information about Worldwide's operations in these geographic areas is as follows
(in thousands):

PERIOD NORTH AMERICA EUROPE ASIA
------------------------------------------------ ------------- -------- --------

TOTAL REVENUES Year Ended December 31, 2002 $ 273,375 $ 65,418 $ 13,131
Period From October 6, 2001 to December 31, 2001 64,481 14,934 3,274
Period From January 1, 2001 to October 5, 2001 206,670 37,893 9,687
Year Ended December 31, 2000 278,580 45,996 7,399

LONG-LIVED ASSETS December 31, 2002 $ 199,737 $ 25,149 $ 3,193
December 31, 2001 200,585 14,242 3,095

F-16

13. FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS

The Senior Notes discussed in Note 4 are fully and unconditionally guaranteed on
a joint and several basis by current domestic subsidiaries. Foreign subsidiaries
do not guarantee the Senior Notes. The following tables present condensed
consolidating financial information for the Company, its subsidiary guarantors
and non-guarantor foreign subsidiaries (in thousands):

WORLDWIDE FLIGHT SERVICES, INC.

CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002

GUARANTOR COMBINED NON-GUARANTOR
DOMESTIC COMBINED FOREIGN
WORLDWIDE SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------- ------------------ ---------------- ------------ ------------

Current assets:
Accounts receivable, net $ 48,383 $ 3,987 $ 13,631 $ -- $ 66,001
Other current assets 10,837 1,098 9,711 -- 21,646
-------- -------- -------- -------- --------
Total current assets 59,220 5,085 23,342 -- 87,647

Non-current assets
Equipment and property, net 30,509 343 24,022 -- 54,874
Intercompany receivable 24,731 -- -- (24,731) --
Investment in affiliates 1,601 -- -- (1,601) --
Intangible assets including
goodwill, net 169,782 -- 3,423 -- 173,205
Other long-term assets 1,271 322 372 -- 1,965
-------- -------- -------- -------- --------
Total assets $287,114 $ 5,750 $ 51,159 $(26,332) $317,691
======== ======== ======== ======== ========

Current liabilities:
Accounts payable $ 10,334 $ 608 $ 9,728 $ -- $ 20,670
Intercompany payables -- 6,044 18,687 (24,731) --
Due to affiliate 2,487 80 9,096 11,663
Other accrued liabilities 36,795 (158) 6,797 -- 43,434
-------- -------- -------- -------- --------
Total current liabilities 49,616 6,574 44,308 (24,731) 75,767

Non-current liabilities
Long-term debt 125,141 115 3,561 -- 128,817
Other non-current liabilities 7,158 750 -- -- 7,908
Total stockholder's equity 105,199 (1,689) 3,290 (1,601) 105,199
-------- -------- -------- -------- --------
Total liabilities and
stockholder's equity $287,114 $ 5,750 $ 51,159 $(26,332) $317,691
======== ======== ======== ======== ========

F-17

WORLDWIDE FLIGHT SERVICES, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002

GUARANTOR COMBINED NON-GUARANTOR
DOMESTIC COMBINED FOREIGN
WORLDWIDE SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------- ------------------ ---------------- ------------ ------------

Operating revenues $276,315 $ 13,316 $ 62,293 $ -- $351,924
Expenses:
Salaries, wages, and benefits 190,996 9,850 23,685 -- 224,531
Materials, supplies, and services 49,348 66 646 -- 50,060
Equipment and facility rental 18,255 417 7,616 -- 26,288
Depreciation and amortization 11,261 141 1,255 -- 12,657
Other operating expenses (2,763) 6,940 26,688 -- 30,865
-------- -------- -------- -------- --------
Operating expenses 267,097 17,414 59,890 -- 344,401
-------- -------- -------- -------- --------
Operating income (loss) 9,218 (4,098) 2,403 -- 7,523
Interest income (expense) (17,097) -- (1,499) -- (18,596)
Other income (expense) 138 (63) (213) -- (138)
Equity in earnings of subsidiaries (3,470) -- -- 3,470 --
-------- -------- -------- -------- --------
Income (loss) before income taxes (11,211) (4,161) 691 3,470 (11,211)
(Provision) benefit for income taxes 2,276 1,489 (376) (1,113) 2,276
-------- -------- -------- -------- --------
Net income (loss) $ (8,935) $ (2,672) $ 315 $ 2,357 $ (8,935)
======== ======== ======== ======== ========

WORLDWIDE FLIGHT SERVICES, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2002

GUARANTOR COMBINED NON-GUARANTOR
DOMESTIC COMBINED FOREIGN
WORLDWIDE SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------- ------------------ ---------------- ------------ ------------

Cash provided by (used in)
operating activities $(11,044) $ (5,895) $ 11,667 $ -- $ (5,272)
Cash used in investing activities 5,887 (193) (20,162) -- (14,468)
Cash provided by (used in)
financing activities 1,174 6,038 12,471 -- 19,683
-------- -------- -------- -------- --------
Change in cash $ (3,983) $ (50) $ 3,976 $ -- $ (57)
======== ======== ======== ======== ========

F-18

WORLDWIDE FLIGHT SERVICES, INC.

CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001

GUARANTOR COMBINED NON-GUARANTOR
DOMESTIC COMBINED FOREIGN
WORLDWIDE SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------- ------------------ ---------------- ------------ ------------

Current assets:
Accounts receivable, net $ 50,530 $ 2,195 $ 11,538 $ -- $ 64,263
Other current assets 19,660 301 3,098 -- 23,059
-------- -------- -------- -------- --------
Total current assets 70,190 2,496 14,636 -- 87,322

Non-current assets
Equipment and property, net 32,606 291 14,113 -- 47,010
Intercompany receivable 15,552 -- -- (15,552) --
Investment in affiliates 3,108 -- -- (3,108) --
Intangible assets including
goodwill, net 167,830 -- 3,082 -- 170,912
Other long-term assets 1,667 138 119 -- 1,924
-------- -------- -------- -------- --------
Total assets $290,953 $ 2,925 $ 31,950 $(18,660) $307,168
======== ======== ======== ======== ========

Current liabilities:
Accounts payable $ 12,302 $ 441 $ 7,194 $ -- $ 19,937
Intercompany payables -- 16 15,536 (15,552) --
Due to parent 72,067 -- -- -- 72,067
Other accrued liabilities 39,708 1,310 3,748 -- 44,766
-------- -------- -------- -------- --------
Total current liabilities 124,077 1,767 26,478 (15,552) 136,770

Non-current liabilities
Long-term debt 126,224 185 3,337 -- 129,746
Other non-current liabilities 10,757 -- -- -- 10,757
Total stockholder's equity 29,895 973 2,135 (3,108) 29,895
-------- -------- -------- -------- --------
Total liabilities and
stockholder's equity $290,953 $ 2,925 $ 31,950 $(18,660) $307,168
======== ======== ======== ======== ========

F-19

WORLDWIDE FLIGHT SERVICES, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE PERIOD FROM OCTOBER 6, 2001 THROUGH DECEMBER 31, 2001

GUARANTOR COMBINED NON-GUARANTOR
DOMESTIC COMBINED FOREIGN
WORLDWIDE SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------- ------------------ ---------------- ------------ ------------

Operating revenues $ 65,493 $ 2,962 $ 14,234 $ -- $ 82,689
Expenses:
Salaries, wages, and benefits 49,377 2,004 5,112 -- 56,493
Materials, supplies, and services 12,382 37 135 -- 12,554
Equipment and facility rental 4,933 119 1,840 -- 6,892
Depreciation and amortization 2,681 30 330 -- 3,041
Goodwill impairment 40,000 -- -- -- 40,000
Other operating expenses (1,823) 144 5,661 -- 3,982
-------- -------- -------- -------- --------
Operating expenses 107,550 2,334 13,078 -- 122,962
-------- -------- -------- -------- --------
Operating income (loss) (42,057) 628 1,156 -- (40,273)
Interest income (expense) (4,783) -- (300) -- (5,083)
Other income (expense) (35) (52) (101) -- (188)
Equity in earnings of subsidiaries 1,331 -- -- (1,331) --
-------- -------- -------- -------- --------
Income (loss) before income taxes (45,544) 576 755 (1,331) (45,544)

(Provision) benefit for income taxes (81) (224) (220) 444 (81)
-------- -------- -------- -------- --------
Net income (loss) $(45,625) $ 352 $ 535 $ (887) $(45,625)
======== ======== ======== ======== ========

WORLDWIDE FLIGHT SERVICES, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM OCTOBER 6, 2001 THROUGH DECEMBER 31, 2001

GUARANTOR COMBINED NON-GUARANTOR
DOMESTIC COMBINED FOREIGN
WORLDWIDE SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------- ------------------ ---------------- ------------ ------------

Cash provided by (used in)
operating activities $(10,159) $ 172 $ (566) $ -- $(10,553)
Cash used in investing activities (1,897) (24) (360) -- (2,281)
Cash provided by (used in)
financing activities 17,566 (170) 718 -- 18,114
-------- -------- -------- -------- --------
Change in cash $ 5,510 $ (22) $ (208) $ -- $ 5,280
======== ======== ======== ======== ========

F-20

WORLDWIDE FLIGHT SERVICES, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 1, 2001 THROUGH OCTOBER 5, 2001

GUARANTOR COMBINED NON-GUARANTOR
DOMESTIC COMBINED FOREIGN
WORLDWIDE SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------- ------------------ ---------------- ------------ ------------

Operating revenues $208,537 $ 8,853 $ 36,860 $ -- $254,250
Expenses:
Salaries, wages, and benefits 151,078 5,958 14,198 -- 171,234
Materials, supplies, and services 32,264 99 461 -- 32,824
Equipment and facility rental 13,249 356 4,527 -- 18,132
Depreciation and amortization 14,150 67 869 -- 15,086
Other operating expenses 11,806 2,686 13,766 -- 28,258
-------- -------- -------- -------- --------
Operating expenses 222,547 9,166 33,821 -- 265,534
-------- -------- -------- -------- --------
Operating income (loss) (14,010) (313) 3,039 -- (11,284)
Interest income (expense) (16,134) -- (112) -- (16,246)
Other income (expense) (1,487) (4) (221) -- (1,712)
Equity in earnings of subsidiaries 2,389 -- -- (2,389) --
-------- -------- -------- -------- --------
Income (loss) before income taxes (29,242) (317) 2,706 (2,389) (29,242)

(Provision) benefit for income taxes 2,671 123 (788) 665 2,671
-------- -------- -------- -------- --------
Net income (loss) $(26,571) $ (194) $ 1,918 $ (1,724) $(26,571)
======== ======== ======== ======== ========

WORLDWIDE FLIGHT SERVICES, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 1, 2001 THROUGH OCTOBER 5, 2001

GUARANTOR COMBINED NON-GUARANTOR
DOMESTIC COMBINED FOREIGN
WORLDWIDE SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------- ------------------ ---------------- ------------ ------------

Cash provided by (used in)
operating activities $ (9,370) $ 882 $ 1,988 $ -- $ (6,500)
Cash used in investing activities (9,396) (1,375) (5,687) -- (16,458)
Cash provided by (used in)
intercompany financing activities 18,599 812 2,118 -- 21,529
-------- -------- -------- -------- --------
Change in cash $ (167) $ 319 $ (1,581) $ -- $ (1,429)
======== ======== ======== ======== ========

F-21

WORLDWIDE FLIGHT SERVICES, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2000

GUARANTOR COMBINED NON-GUARANTOR
DOMESTIC COMBINED FOREIGN
WORLDWIDE SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------- ------------------ ---------------- ------------ ------------

Operating revenues $279,981 $ 10,362 $ 41,619 $ -- $331,962
Expenses:
Salaries, wages, and benefits 192,908 5,603 19,509 -- 218,020
Materials, supplies, and services 29,946 155 740 -- 30,841
Equipment and facility rental 15,904 342 5,837 -- 22,083
Depreciation and amortization 16,992 78 1,013 -- 18,083
Other operating expenses 20,974 2,916 8,779 -- 32,669
Restructuring charges 5,421 -- -- -- 5,421
-------- -------- -------- -------- --------
Operating expenses 282,145 9,094 35,878 -- 327,117
-------- -------- -------- -------- --------
Operating income (loss) (2,164) 1,268 5,741 -- 4,845
Interest income (expense) (21,122) -- (138) -- (21,260)
Other income (expense) 91 1 (151) -- (59)
Equity in earnings of subsidiaries 6,721 -- -- (6,721) --
-------- -------- -------- -------- --------
Income (loss) before income taxes (16,474) 1,269 5,452 (6,721) (16,474)
(Provision) benefit for income taxes 5,054 (494) (1,166) 1,660 5,054
-------- -------- -------- -------- --------
Net income (loss) $(11,420) $ 775 $ 4,286 $ (5,061) $(11,420)
======== ======== ======== ======== ========

WORLDWIDE FLIGHT SERVICES, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2000

GUARANTOR COMBINED NON-GUARANTOR
DOMESTIC COMBINED FOREIGN
WORLDWIDE SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------- ------------------ ---------------- ------------ ------------

Cash provided by (used in)
operating activities $ 17,407 $(11,934) $ (200) $ -- $ 5,273
Cash used in investing activities (18,361) (335) -- -- (18,696)
Cash provided by (used in)
financing activities 4,580 9,175 (678) -- 13,077
-------- -------- -------- -------- --------
Change in cash $ 3,626 $ (3,094) $ (878) $ -- $ (346)
======== ======== ======== ======== ========

F-22

14. STOCK BASED COMPENSATION PLAN

Until the 2001 Acquisition, Worldwide's parent had a stock option plan allowing
management to grant certain executives and other key employees options to
purchase up to 100,000 shares of WFS Holdings, Inc. common stock. The plan
provided for the vesting of options based on the future operating performance of
Worldwide. Any unvested options would be forfeited at the end of the performance
period if certain performance targets were not met. Worldwide recognized expense
based on the intrinsic value method because the number of stock options that
would have ultimately vested was not fixed and determinable. These amounts
became fixed at the time of the 2001 Acquisition and the Company recognized
non-cash stock compensation expense of $1.9 million for the period from January
1, 2001 through October 5, 2001. In connection with the change of control on
October 5, 2001, all of the outstanding options vested and were exercised. On
October 5, 2001, the plan was terminated and there were no outstanding stock
options at December 31, 2002 or December 31, 2001.

15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
------------- -------------- ------------- --------------

Year Ended December 31, 2002:
Total operating revenues $ 84,258 $ 85,702 $ 90,648 $ 91,316
Operating income 3,264 2,850 2,073 (664)
Net loss (1,518) (1,552) (3,338) (2,527)

Year Ended December 31, 2001:
Total operating revenues $ 90,107 $ 82,939 $ 81,204 $ 82,689
Operating income (loss) (126) 622 (9,914) (42,139)
Net income (loss) (4,982) (4,446) (16,847) (45,921)

F-23

EXHIBITS INDEX

ITEM 14.(a)(3)

EXHIBIT
NUMBER DESCRIPTION AND INCORPORATION BY REFERENCE

2.1 Stock Purchase Agreement, dated as of March 31, 2000, by and
between Oxford Electronics Acquisition Corp. and Anthony P.
Dalia
(Exhibit 2.1 of Form 8-K dated March 31, 2000, File No.
333-88593)

2.2 Agreement and Plan of Merger, dated as of March 31, 2000, by
and between Oxford Electronics Acquisition Corp. and Oxford
Electronics, Inc.
(Exhibit 2.2 of Form 8-K dated March 31, 2000, File No.
333-88593)

2.3 Certificate of Ownership and Merger, merging Worldwide Flight
Finance Company, Miami International Cargo Facilities &
Services, Inc., Miami Aircraft Support, Inc. and Aerolink
International, Inc. into Worldwide Flights Services, Inc.,
effective December 31, 2000, filed with the Secretary of the
State of Delaware
(Exhibit 2.3 of Form 10-K 405 for year ended December 31,
2000, File No. 333-88593

2.4 Articles of Merger merging Aerolink International, Inc. into
Worldwide Flight Services, Inc., effective December 31, 2000,
filed with the Pennsylvania Department of State
(Exhibit 2.4 of Form 10-K 405 for year ended December 31,
2000, File No. 333-88593)

2.5 Articles of Merger merging Aerolink Management, Inc. and
Aerolink Maintenance, Inc. into Aerolink International, Inc.,
effective December 31, 2000, filed with the Pennsylvania
Department of State
(Exhibit 2.5 of Form 10-K 405 for year ended December 31,
2000, File No. 333-88593)

2.6 Articles of Merger merging Miami Aircraft Support, Inc. and
Miami International Airport Cargo Facilities & Services, Inc.
into Worldwide Flight Services, Inc., effective December 31,
2000, filed with the Secretary of the State of Florida
(Exhibit 2.6 of Form 10-K 405 for year ended December 31,
2000, File No. 333-88593)

2.7 Articles of Dissolution of International Enterprises Group,
Inc. effective September 12, 2000, filed with the Secretary of
the State of Florida
(Exhibit 2.7 of Form 10-K 405 for year ended December 31,
2000, File No. 333-88593)

Articles of Incorporation and Bylaws

3.1 Certificate of Incorporation of Worldwide Flight Services,
Inc. with all amendments (formerly known as AMR Services
Corporation and AMR Airline Services Corporation)
(Exhibit 3.1 of Form S-4 filed October 7, 1999, File No.
333-88593)

3.2 Amended and Restated By-Laws of Worldwide Flight Services,
Inc. (formerly known as AMR Services Corporation and AMR
Airline Services Corporation)
(Exhibit 3.2 of Form S-4 filed October 7, 1999, File No.
333-88593)

3.3 Certificate of Incorporation of Worldwide Flight Security
Service Corporation with all amendments (formerly known as AMR
Services Security Service Corporation)
(Exhibit 3.5 of Form S-4 filed October 7, 1999, File No.
333-88593)

3.4 By-Laws of Worldwide Flight Security Service Corporation
(formerly known as AMR Services Security Service Corporation)
(Exhibit 3.6 of Form S-4 filed October 7, 1999, File No.
333-88593)

Instruments Defining Rights of Security Holders

4.1 Indenture, dated as of August 12, 1999, among Worldwide
Flight, The Bank of New York, as Trustee and Guarantors
(Exhibit 4.1 of Form S-4 filed October 7, 1999, File No.
333-88593)

4.2 Form of 12-1/4 Senior Note due 2007, Series B
(Exhibit 4.2 of Form S-4 filed October 7, 1999, File No.
333-88593)

52

4.3 A/B Exchange Registration Rights Agreement, dated August 12,
1999, by and among Worldwide Flight Services, Inc., Guarantors
and Initial Purchasers
(Exhibit 4.3 of Form S-4 filed October 7, 1999, File No.
333-88593)

4.4 Form of Senior Guarantee
(Exhibit 4.4 of Form S-4 filed October 7, 1999, File No.
333-88593)

4.5 Supplemental Indenture, dated as of September 7, 1999, by and
among Worldwide Flight Services, Inc., The Bank of New York,
as trustee and Guarantors
(Exhibit 4.5 of Amendment No. 3 to Form S-4 filed on January
26, 2000, File No. 333-88953)

Voting Trust Agreement

9.1 Form of Voting Trust Agreement, among WFS Holdings, Inc.,
Stockholders and Leonard M. Harlan
(Exhibit 9.1 of Form S-4 filed October 7, 1999, File No.
333-88593)

Material Contracts

10.1 Purchase Agreement, dated August 5, 1999 by and among the
Registrant, WFS Holdings, Inc., the initial Guarantors and the
Initial Purchasers
(Exhibit 10.1 of Form S-4 filed October 7, 1999, File No.
333-88593)

10.2 Stock Purchase Agreement, dated May 28, 1999, among Miami
Aircraft Support, Worldwide Holding Corporation, Anthony Romeo
and Charles Micale
(Exhibit 10.2 of Form S-4 filed October 7, 1999, File No.
333-88593)

10.3 Amended and Restated Stock Purchase Agreement dated as of
December 23, 1998 among MR Services Acquisition Corporation,
AMR Services Holding Corporation and AMR Corporation
(Exhibit 10.14 of Amendment No. 1 to Form S-4 filed November
24, 1999, File No. 333-88953)

10.4 Executive Employment Agreement, dated July 1, 2000, between
Worldwide Flight Services, Inc. and Peter A. Pappas
(Exhibit 10.4 of Form 10-K 405 for year ended December 31,
2000, File No. 333-88593)

10.5 Executive Employment agreement dated May 17, 2000 between
Worldwide Flight Services, Inc. and David F. Chavenson
(Exhibit 10.1 of Form 10-Q for quarter ended June 30, 2000,
File No. 333-88593)

10.6 Executive Employment agreement dated June 1, 2000 between
Worldwide Flight Services, Inc. and Bradley G. Stanius
(Exhibit 10.2 of Form 10-Q for quarter ended June 30, 2000,
File No. 333-88593)

10.7 Employment Agreement, dated December 7, 1998, between
Worldwide Flight Services, Inc. (formerly known as AMR
Services Corporation and Olivier Bijaoui
(Exhibit 10.7 of Form S-4 filed October 7, 1999, File No.
333-88593)

10.8 Employment Agreement, dated December 2, 1999, between
Worldwide Flight Services, Inc. and H. Douglas Pinckney
(Exhibit 10.8 of Form 10-K for year ended December 31, 1999,
File No. 333-88593)

10.9 WFS Holdings, Inc. 1999 Stock Option Plan
(Exhibit 10.3 of Form S-4 filed October 7, 1999, File No.
333-88593)

10.10 Credit Agreement dated as of August 12, 1999, among WFS
Holdings, Inc., WFS Holdings, Inc., Worldwide Flight Services,
Inc., the Lenders party party thereto, The Chase Manhattan
Bank, as Administrative Agent, and DLJ Capital Funding, Inc.,
as Syndication Agent
(Exhibit 10.9 of Form S-4 filed October 7, 1999, File No.
333-88593)

10.10(a) Amendment and Waiver No. 1, dated as of March 24, 2000, to the
Credit Agreement, dated August 12, 1999, among WFS Holdings,
Inc., Worldwide Flight Services, Inc., the Lenders listed
therein and The Chase Manhattan Bank as administrative agent
(Exhibit 10.1 of Form 10-Q for quarter ended March 31, 2000,
File No. 333-88593)

53

10.10(b) Amendment #2 dated as of August 14, 2000, to the Credit
Agreement dated as of August 12, 1999 (as amended,
supplemented or otherwise modified from time to time, the
"Credit Agreement"). Among WFS HOLDINGS, INC., a Delaware
corporation (Holdings), WORLDWIDE FLIGHT SERVICES, INC., a
Delaware corporation (the "Borrower"), the lenders party
thereto (the "Lenders") and THE CHASE MANHATTAN BANK, a New
York banking corporation, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent")
(Exhibit 10.3 of Form 10-Q for quarter ended June 30, 2000,
File No. 333-88593)

10.11 Security Agreement dated as of August 12, 1999, among
Worldwide Flight Services, Inc., each subsidiary of WFS
Holdings, Inc. listed on Schedule I thereto and The Chase
Manhattan Bank, a New York banking corporation, as
administrative agent for the Secured Parties
(Exhibit 10.10 of Form S-4 filed October 7, 1999, File No.
333-88593)

10.12 Indemnity, Subrogation and Contribution Agreement dated as of
August 12, 1999, among Worldwide Flight Services, Inc., each
subsidiary of WFS Holdings, Inc. listed on Schedule I thereto
and The Chase Manhattan Bank, a New York banking corporation,
as administrative agent for the Secured Parties
(Exhibit 10.11 of Form S-4 filed October 7, 1999, File No.
333-88593)

10.13 Guarantee Agreement dated as of August 12, 1999, among WFS
Holdings, Inc., each subsidiary of our parent listed on
Schedule I thereto and The Chase Manhattan Bank, a New York
banking corporation, as administrative agent for the Secured
Parties
(Exhibit 10.12 of Form S-4 filed October 7, 1999, File
No. 333-88593)

Pledge Agreement dated as of August 12, 1999, among Worldwide
Flight Services, 10.14 Inc., WFS Holdings, Inc., each
subsidiary of WFS Holdings, Inc. listed on Schedule I thereto
and The Chase Manhattan Bank, a New York banking corporation,
as administrative agent for the Secured Parties
(Exhibit 10.13 of Form S-4 filed October 7, 1999, File
No. 333-88593)

Other Exhibits, as indicated

10.15 Employment Agreement dated as of April 1, 2001 between
Worldwide Flight Services, Inc., a Delaware corporation,
together with its subsidiaries and Barry Strong
(Exhibit 10.1 of Form 10-Q for quarter ended March 31, 2001,
File No. 333-88593)

10.16 Waiver and amendment No. 4 dated as of May 10, 2001 to the
Credit Agreement dated as of August 12, 1999 as amended among
WFS Holdings, Inc., Worldwide Flight Services, Inc., the
lenders party thereto, The Chase Manhattan Bank as
Administrative Agent and DLJ Capital Funding, Inc. as
Syndication Agent.
(Exhibit 10.2 of Form 10-Q for quarter ended March 31, 2001,
File No. 333-88593)

10.17 Waiver and amendment No. 4 dated as of August 13, 2001 to the
Credit Agreement dated as of August 12, 1999 as amended among
WFS Holdings, Inc., Worldwide Flight Services, Inc., the
lenders party thereto, The Chase Manhattan Bank as
Administrative Agent and DLJ Capital Funding, Inc. as
Syndication Agent.
(Exhibit 10.1 of Form 10-Q for quarter ended June 30, 2001,
File No. 333-88593)

10.18 Support Agreement dated August 13, 2001 among Castle Harlan
Partners III, L.P., WFS Holdings, Inc., Worldwide Flight
Services, Inc., The Chase Manhattan Bank and DLJ Capital
Funding, Inc. (Exhibit 10.2 of Form 10-Q for quarter ended
June 30, 2001, File No. 333-88593)

10.19 Subordination Agreement dated August 13, 2001 among Castle
Harlan Partners III, L.P., WFS Holdings, Inc., Worldwide
Flight Services, Inc., The Chase Manhattan Bank and DLJ
Capital Funding, Inc.
(Exhibit 10.3 of Form 10-Q for quarter ended June 30, 2001,
File No. 333-88593)

10.20 Employment Agreement dated as of October 6, 2001 between
Worldwide Flight Services Holdings, together with its
subsidiaries and Bradley G. Stanius
(Exhibit 10.1 of Form 10-Q for quarter ended September 30,
2001, File No. 333-88593)

10.21 Employment Agreement dated as of October 5, 2001 between
Worldwide Flight Services, Inc. together with its subsidiaries
and Jay Norris
(Exhibit 10.2 of Form 10-Q for quarter ended September 30,
2001, File No. 333-88593)

54

10.22 Employment Agreement dated as of October 5, 2001 between
Worldwide Flight Services, Inc. together with its subsidiaries
and Irving Reed
(Exhibit 10.3 of Form 10-Q for quarter ended September 30,
2001, File No. 333-88593)

10.23 Employment Agreement dated as of February 1, 2002 between
Worldwide Flight Services, Inc. together with its subsidiaries
and Jeanette Quay
(Exhibit 10.23 of Form 10-K for year ended December 31, 2001,
File No. 333-88593)

10.24 Employment Agreement dated as of February 1, 2002 between
Worldwide Flight Services, Inc. together with its subsidiaries
and Jean-Francois Gouedard
(Exhibit 10.24 of Form 10-K for year ended December 31, 2001,
File No. 333-88593)

10.25 Executive Employment Agreement dated as of March 31, 2001
between Worldwide Flight Services, Inc. and Anthony P. Dalia
(Exhibit 10.25 of Form 10-K for year ended December 31, 2001,
File No. 333-88593)

10.26 Amendment to the Employment Agreement dated as of January 1,
2000 between Worldwide Flight Services, Inc. and James Enright
(Exhibit 10.26 of Form 10-K for year ended December 31, 2001,
File No. 333-88593)

10.27 Executive Employment Severance and Settlement Agreement and
General Release dated as of November 30, 2001 between
Worldwide Flight Services, Inc. and Bradley G. Stanius
(Exhibit 10.27 of Form 10-K for year ended December 31, 2001,
File No. 333-88593)

10.28 Executive Employment Agreement dated as of April 1, 2002
between Worldwide Flight Services, Inc. and Anthony P. Dalia
(Filed herewith)

12.1 Statement regarding Computation of Ratio of Earnings to Fixed
Charges of Worldwide Flight Services, Inc.
(Exhibit 12.1 of Form 10-K 405 for year ended December 31,
2000, File No. 333-88593)

16.1 Letter of Ernst & Young, LLP dated December 20, 2001
(Exhibit 16.1 of Form 8-K filed December 20, 2001, File No.
333-88593)

21 Subsidiaries of Worldwide Flight Services, Inc.
(Exhibit 21 of Form 10-K 405 for year ended December 31, 2000,
File No. 333-88593)

99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Filed herewith)

55