<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------

                                   FORM 10-K

                 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
          SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                      ------------------------------------
(MARK ONE)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED]

                    For the fiscal year ended March 31, 1999

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

             For the transition period from           to

                        COMMISSION FILE NUMBER 33-99970
                      ------------------------------------

<TABLE>
<S>                                            <C>
              AIRPLANES LIMITED                             AIRPLANES U.S. TRUST
  (Exact Name of Registrants as specified in memorandum of association or trust agreement)
           JERSEY, CHANNEL ISLANDS                                DELAWARE
               (State or other jurisdiction of incorporation or organization)
                     7359                                        13-3521640
                  (SIC Code)                        (I.R.S. Employer Identification No.)
              AIRPLANES LIMITED                             AIRPLANES U.S. TRUST
       22 GRENVILLE STREET, ST. HELIER                   1100 NORTH MARKET STREET,
               JERSEY, JE4 8PX                              RODNEY SQUARE NORTH
               CHANNEL ISLANDS                        WILMINGTON, DELAWARE 19890-0001
            (011 44 1534 609 000)                             (1-302-651-1000)
</TABLE>

    (Addresses and telephone numbers, including area codes, of Registrants'
                          principal executive offices)

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT

<TABLE>
<S>                                                <C>
            TITLE OF EACH CLASS                     NAME OF EACH EXCHANGE ON WHICH REGISTERED
                    None                                               None
--------------------------------------------       --------------------------------------------

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
                                      None
--------------------------------------------------------------------------------
                                (Title of class)

--------------------------------------------------------------------------------
                                (Title of class)

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

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

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

<TABLE>
<S>                                 <C>                               <C>
                                                                      OUTSTANDING AT
ISSUER                              CLASS                             JUNE 30, 1999
Airplanes Limited                   Ordinary Shares, $1.00 par value  30
</TABLE>

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<PAGE>   2

                   AIRPLANES LIMITED AND AIRPLANES U.S. TRUST

                          1999 FORM 10-K ANNUAL REPORT

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                        PAGE
                                                                       -------
<S>       <C>                                                          <C>

PART I
Item 1.   Business....................................................       2
Item 2.   Properties..................................................      40
Item 3.   Legal Proceedings...........................................      40
Item 4.   Submission of Matters to a Vote of Security-Holders.........      41

PART II
Item 5.   Market for Registrants' Common Equity and Related
          Stockholder Matters.........................................      42
Item 6.   Selected Combined Financial Data............................      43
Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations...................................      46
Item 7A.  Quantitative and Qualitative Disclosures about Market
          Risks.......................................................      59
Item 8.   Financial Statements and Supplementary Data.................      63
Item 9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure....................................      63

PART III
Item 10.  Directors and Executive Officers of the Registrants.........      63
Item 11.  Executive Compensation......................................      76
Item 12.  Security Ownership of Certain Beneficial Owners and
          Management..................................................      77
Item 13.  Certain Relationships and Related Transactions..............      77

PART IV
Item 14.  Exhibits, Financial Statement Schedules and Reports on Form
          8-K.........................................................      77
</TABLE>
<PAGE>   3

                                     PART I

ITEM 1.  BUSINESS

INTRODUCTION

     Airplanes Limited is a limited liability company ("Airplanes Limited")
formed under the laws of Jersey, Channel Islands. Airplanes U.S. Trust is a
Delaware business trust ("Airplanes Trust"). Airplanes Limited and Airplanes
Trust together with, unless the context otherwise requires, each of their
subsidiaries are referred to as "Airplanes Group". Airplanes Group is in the
business of leasing aircraft to aircraft operators around the world. At March
31, 1999, Airplanes Group owned 202 aircraft (the "Aircraft") which it leased to
75 lessees in 40 countries.

     On March 28, 1996, Airplanes Group issued debt in order to purchase the
Aircraft. On March 16, 1998, a significant amount of that debt was refinanced
(approximately 60% of original debt issued on March 28, 1996). The rental
payments that are received from leasing the Aircraft are used to pay interest
and principal on such debt. Airplanes Group also issued a class of debt, the
Class E Notes, which represent certain limited current income rights and rights
to the residual interest in Airplanes Group. Prior to November 20, 1998, AerFi
Group plc and its subsidiaries held a majority of the Airplanes Group Class E
Notes. Upon completion of the AerFi Transaction, GE Capital acquired the
Airplanes Group Class E Notes previously held by AerFi Group plc.

AIRPLANES PASS THROUGH TRUST

     On March 28, 1996, Airplanes Pass Through Trust (the "Trust") issued $4,048
million of Pass Through Certificates (collectively, the "1996 Certificates").
The 1996 Certificates were issued in four classes -- Class A, Class B, Class C
and Class D. The Class A 1996 Certificates were further subdivided into five
separate subclasses (A-1 through A-5). Each Certificate represents an interest
in two corresponding classes or subclasses of notes (collectively, the "1996
Notes") issued by Airplanes Limited and Airplanes Trust. Airplanes Limited and
Airplanes Trust have each guaranteed (the "1996 Guarantees") the other's
obligations under each class or subclass of 1996 Notes.

     Also on March 28, 1996, Airplanes Group received the net proceeds from an
underwritten offering of the 1996 Certificates (the "Underwritten Offering") in
exchange for the 1996 Notes. Airplanes Group used such net proceeds, together
with approximately $604 million in aggregate principal amount of Class E Notes,
to acquire certain subsidiaries of AerFi Group plc ("AerFi Group" and, together
with its subsidiaries and affiliates, "AerFi"). Of the $604 million of Class E
Notes issued, $13 million were cancelled in July 1996 based on the purchase
price adjustment provisions in the agreements that governed the sale of these
AerFi Group subsidiaries to Airplanes Group. On March 28, 1996, these AerFi
Group subsidiaries owned 229 Aircraft which were on lease to approximately 83
aircraft operators in approximately 40 different countries. The acquisition of
these subsidiaries and the resulting acquisition of the Aircraft and related
leases is referred to as the "Acquisition".

     On March 16, 1998, the Trust issued additional Class A Certificates in
three separate subclasses (A-6 through A-8) and new Class B Certificates (the
"1998 Refinancing Certificates" and together with the 1996 Certificates, the
"Certificates"). Also on this date, the Trust completed an underwritten offering
of the 1998 Refinancing Certificates (the "Refinancing") in exchange for an
interest in two corresponding Subclass A-6, Subclass A-7, Subclass A-8 and Class
B notes issued by Airplanes Limited and Airplanes Trust (the "1998 Refinancing
Notes" and together with the 1996 Notes, the "Notes"). Airplanes Limited and
Airplanes Trust have each guaranteed the other's obligations under their
respective 1998 Refinancing Notes (the "1998 Refinancing Guarantees" and
together with the 1996 Guarantees, the "Guarantees"). The proceeds of this
offering were used to repay the Trust's Subclass A-1, Subclass A-2, Subclass A-3
and existing Class B 1996 Certificates.

     At March 31, 1999, 26 of the original 229 Aircraft had been sold and one
had suffered a constructive total loss. A "constructive total loss" occurs when
an aircraft is damaged and the cost of repair exceeds the value of
                                        2
<PAGE>   4

the aircraft. Of the remaining 202 Aircraft in the portfolio owned by Airplanes
Group (the "Portfolio"), 201 were on lease to 75 operators in 40 countries. One
of those Aircraft was sold subsequent to March 31, 1999.

AIRPLANES LIMITED

     Airplanes Limited is a special purpose limited liability company formed
under the laws of Jersey, Channel Islands for an unlimited duration. Airplanes
Limited was created for certain limited purposes, including the following:

     -  directly or indirectly acquiring, financing, re-financing, owning,
        leasing, re-leasing, maintaining and modifying the Aircraft;

     -  selling the Aircraft within the limits set forth in the Airplanes
        Limited Trust Indenture (the "Airplanes Limited Trust Indenture") dated
        as of March 28, 1996 among Airplanes Limited, Airplanes Trust and
        Bankers Trust Company, as Trustee (the "Airplanes Limited Indenture
        Trustee");

     -  guaranteeing the obligations of Airplanes Trust and the subsidiaries of
        Airplanes Trust;

     -  entering into certain hedging contracts as described in "Item 7A.
        Quantitative and Qualitative Disclosures About Market Risks"; and

     -  establishing and providing loans or guarantees in connection with its
        subsidiaries.

     Airplanes Limited has one direct subsidiary, Airplanes Holdings Limited
("Holding Co."). Airplanes Limited holds 95% of the ordinary share capital in
Holding Co. Prior to November 20, 1998, AerFi Group held the remaining 5% of the
ordinary share capital of Holding Co. As a result, Holding Co. and certain of
the other Transferred Companies (as defined below) were entitled to certain
corporate tax benefits for Shannon, Ireland certified companies. As part of the
AerFi Transaction, AerFi Group transferred its 5% holding in Holding Co. to GE
Capital Aviation Services, Limited ("GECAS"). Following this transfer, Holding
Co. and certain of the other Transferred Companies (as defined below) continue
to be entitled to certain corporate tax benefits for Shannon, Ireland certified
companies. See "Item 10 -- Directors and Executive Officers of the Registrants
-- AerFi as Administrative Agent and Cash Manager" in this Report for a
description of the "AerFi Transaction". Airplanes Limited operates its business
through its direct and indirect subsidiaries. Airplanes Limited and its
subsidiaries are permitted to lease Aircraft to or from, or sell Aircraft to or
buy Aircraft from, other members of Airplanes Group.

     On March 28, 1996, Airplanes Limited indirectly acquired 206 of the
Aircraft and related leases through the acquisition of the Holding Co. capital
stock. As of March 31, 1999, Holding Co. owned (i) 26 of the Aircraft and
related leases, (ii) twelve wholly owned subsidiaries which owned 158 of the
Aircraft (the "Aircraft Owning Companies") and (iii) eleven other wholly owned
subsidiaries ("Special Lessors"). The Special Lessors do not own any Aircraft.
The business of the Special Lessors is to lease certain of the Aircraft from the
Aircraft Owning Companies and sublease such Aircraft to various aircraft
operators. The Aircraft Owning Companies, the Special Lessors, AeroUSA (as
defined below) and AeroUSA 3 (as defined below) are collectively referred to as
the "Transferred Companies". The Special Lessors are largely incorporated in
various European jurisdictions. During the year to March 31, 1999, a Special
Lessor was incorporated in Austria for the purposes of leasing Aircraft to
operators based in India. Additional Special Lessors may be incorporated or
liquidated in other jurisdictions in the future.

     Airplanes Limited has a Board of Directors but has, and will have, no
employees or executive officers. Accordingly, the Board relies, for all asset
servicing, executive and administrative functions, upon (i) GECAS, as Servicer
(the "Servicer"), pursuant to the Servicing Agreement (the "Servicing
Agreement") dated as of March 28, 1996, as amended, among Airplanes Limited,
AeroUSA (as defined below), Holding Co., Airplanes Trust, AerFi Cash Manager
Limited ("AerFi Cash Manager") and GECAS; (ii) AerFi Financial Services
(Ireland) Limited ("AerFi Financial"), as Administrative Agent (the
"Administrative Agent"), pursuant to the Administrative Agency Agreement (the
"Administrative Agency Agreement") dated as of March 28, 1996 among AerFi
Financial, AerFi Group, Airplanes Limited, Holding

                                        3
<PAGE>   5

Co., Airplanes Trust and AeroUSA (as defined below); (iii) AerFi Cash Manager,
as Cash Manager (the "Cash Manager"), pursuant to the Cash Management Agreement
(the "Cash Management Agreement") dated as of March 28, 1996 among AerFi Cash
Manager, AerFi Group, Airplanes Limited, Airplanes Trust and Bankers Trust
Company, as Indenture Trustee, (as defined below) under each of the Trust
Indentures (as defined below) and as Security Trustee (the "Security Trustee")
pursuant to the Security Trust Agreement (the "Security Trust Agreement") dated
as of March 28, 1996 among Airplanes Limited, Airplanes Trust, Mourant & Co.
Secretaries Limited, the Issuer Subsidiaries listed therein, AerFi Financial,
AerFi Cash Manager, AerFi Group, GECAS, the Indenture Trustees (as defined
below), the Reference Agent named therein and the Security Trustee; and (iv)
various other service providers.

     The Airplanes Limited Board consists of five members, one of whom is
appointed by the holder or holders of a majority in aggregate principal amount
of the Class E Notes and the other four of whom are Independent Directors (as
defined below). Certain significant transactions or proceedings of Airplanes
Limited may only be approved by a unanimous vote of all the Directors of
Airplanes Limited. These transactions and proceedings principally relate to
certain insolvency proceedings, amendments to Airplanes Limited's Memorandum or
Articles of Association, mergers or, subject to certain exceptions, sale of all
or substantially all of Airplanes Limited's assets. The succeeding Independent
Directors (as defined below) generally will be appointed by a majority of the
then standing Directors. "Independent Directors" will not be officers, directors
or employees of AerFi Group, GECAS, GE Capital, any holder of the Class E Notes
or any affiliate of these persons.

     Airplanes Limited has an authorized share capital of 10,000 ordinary
shares, $1 par value per share. Thirty of these shares have been issued. All of
the issued capital stock of Airplanes Limited is held by Juris Limited and
Lively Limited, each a Jersey company, for the benefit of certain charitable
trusts (the "Charitable Trusts") established under the laws of Jersey. The
holders of the issued capital stock of Airplanes Limited are entitled under the
Articles of Association of Airplanes Limited to an annual fixed cumulative
preferential dividend of $4,500 (the "Annual Dividend Amount"). The Annual
Dividend Amount will be paid only when Airplanes Limited has distributable
profits which may lawfully be so paid as dividends and no event of default
("Event of Default") with respect to any class of Certificates has occurred and
is continuing. An "Event of Default" under the Certificates is defined as the
occurrence and continuance of a "Note Event of Default" under either the
Airplanes Limited Trust Indenture or the Airplanes Trust Trust Indenture (the
"Airplanes Trust Trust Indenture" and, together with the Airplanes Limited Trust
Indenture, the "Trust Indentures") dated as of March 28, 1996 among Airplanes
Trust, Airplanes Limited and Bankers Trust Company, as Trustee (the "Airplanes
Trust Indenture Trustee" and, together with the Airplanes Limited Indenture
Trustee, the "Indenture Trustees").

AIRPLANES TRUST

     Airplanes Trust is a business trust formed pursuant to the Airplanes Trust
Agreement under the laws of Delaware for certain limited purposes, including:

     -  acquiring, financing, re-financing and owning the shares of capital
        stock of AeroUSA, Inc. ("AeroUSA"), a Connecticut corporation and a
        wholly owned subsidiary of Airplanes Trust;

     -  guaranteeing the obligations of Airplanes Limited;

     -  entering into certain hedging contracts as described in "Item 7A.
        Quantitative and Qualitative Disclosures About Market Risks"; and

     -  establishing and providing loans or guarantees in connection with its
        subsidiaries.

     AerFi, Inc., a wholly owned subsidiary of AerFi Group ("AerFi, Inc."),
holds the residual ownership interest in all of the property of Airplanes Trust,
including the AeroUSA shares. As part of the AerFi Transaction, GE Capital was
granted an option to purchase this residual ownership interest in Airplanes
Trust. If GE Capital does not exercise its option, then upon repayment in full
of all indebtedness of Airplanes Trust the AeroUSA shares will be transferred
back to AerFi, Inc. pursuant to its residual ownership interest. On March 28,
1996, Airplanes Trust indirectly acquired 23 of the Aircraft and related leases
through the acquisition of all of the capital stock of AeroUSA. AeroUSA was an
indirect wholly owned aircraft-owning
                                        4
<PAGE>   6

subsidiary of AerFi Group. As of March 31, 1999, Airplanes Trust indirectly
owned 18 Aircraft and related leases.

     Airplanes Trust has one direct subsidiary, AeroUSA. AeroUSA itself has one
direct subsidiary, AeroUSA 3, Inc., a Connecticut corporation ("AeroUSA 3"). The
shares of AeroUSA and AeroUSA 3 are held by separate voting trusts in order to
satisfy regulations of the U.S. Federal Aviation Administration regarding the
U.S. citizenship of the owners of U.S.-registered aircraft. First Security Bank,
National Association acts as trustee of the voting trusts. Airplanes Trust holds
voting trust certificates representing shares of AeroUSA. Airplanes Trust
operates its business through AeroUSA. AeroUSA and its subsidiary are also
permitted to lease Aircraft to or from or sell Aircraft to, or buy Aircraft
from, other members of Airplanes Group.

     The trustees of Airplanes Trust consist of Wilmington Trust Company, as
Delaware Trustee, and the "Controlling Trustees". The Controlling Trustees are
the same individuals who act as Directors of Airplanes Limited. Airplanes Trust
has no, and will have no, employees or executive officers. Accordingly, the
Controlling Trustees rely upon the Servicer, the Administrative Agent, the Cash
Manager and the other service providers for all asset servicing, executive and
administrative functions pursuant to the respective service provider agreements.
One member of the Board of Controlling Trustees is appointed by the holder of a
majority in aggregate principal amount of the Class E Notes and the other four
are Independent Trustees. Any succeeding Independent Trustees (the "Independent
Trustees") will be appointed by a majority of the then acting Independent
Trustees and will not be officers, directors or employees of AerFi Group, GECAS,
GE Capital, any holder of the Class E Notes or any affiliate of these persons.
Approval of certain significant transactions or proceedings with respect to
Airplanes Trust or AeroUSA may only be obtained by a unanimous vote of all the
Controlling Trustees. These transactions and proceedings principally relate to
certain insolvency proceedings, amendments to Airplanes Trust's or AeroUSA's
constituent documents, mergers or, subject to certain exceptions, sale of all or
substantially all of Airplanes Trust's or AeroUSA's assets. The composition of
Airplanes Trust's Board of Controlling Trustees will be determined in the same
manner as the composition of the Board of Directors of Airplanes Limited is
determined.

     The indirect ownership of the Aircraft by two entities (Airplanes Limited
and Airplanes Trust) reflects AerFi Group's corporate structure prior to the
Acquisition. It would not be tax-efficient in Ireland or the United States to
have a single direct or indirect owner of the Aircraft.

THE TRUST AND TRUSTEE

     The Trust consists of eight separate trusts, each of which has been
organized under the laws of the State of New York pursuant to a Trust Agreement
(the "Trust Agreement") among Airplanes Trust, Airplanes Limited and the Trustee
thereunder (the "Trustee") on behalf of the holders of each class or subclass of
Certificates. The Trust was created to acquire and hold the Notes and the
Guarantees. The Trust has no significant assets other than the Notes and the
Guarantees. The Trust Agreement does not permit the Trustee to engage in any
activities with respect to any class or subclass of Certificates other than
holding the Notes and the Guarantees, issuing the Certificates, acting as paying
agent with respect to the Certificates and engaging in certain other activities
related to the Certificates. Bankers Trust Company is the Trustee for each of
the Trusts. The Trustee is also the Indenture Trustee under each of the Trust
Indentures pursuant to which the Notes are issued.

                                        5
<PAGE>   7

RISK FACTORS

     The following summarizes certain risks which may materially affect the
ability of Airplanes Limited and Airplanes Trust to pay the interest, principal
and premium, if any, on the Notes (and hence, the ability of the Trust to pay
interest, principal and premium, if any, on the Certificates) in full at or
before their respective final maturity dates. There can be no assurance that
Rental Payments (as defined below) under the leases will be adequate to pay the
interest, principal and premium, if any, on the Notes in accordance with their
terms.

RISKS RELATING TO AIRPLANES GROUP AND CERTAIN THIRD PARTIES

     LIMITED RESOURCES OF THE TRUST

     The Notes and the Guarantees are solely obligations of Airplanes Limited
and Airplanes Trust. The Trust does not have, nor is it expected to have, any
significant assets or sources of funds other than the Notes and the Guarantees.
Neither the Certificates nor the Notes are obligations of, or guaranteed by, the
Trustee, the Indenture Trustees, AerFi Group or any affiliate of the foregoing.
Furthermore, neither the Certificates nor the Notes are obligations of, or
guaranteed by, GE Capital, GECAS or any of their affiliates.

     RELIANCE ON SUBSIDIARIES TO MAKE PAYMENTS

     Substantially all of the assets of Airplanes Limited and Airplanes Trust
are the shares of their direct subsidiaries and loans to their direct and
indirect subsidiaries. Accordingly, Airplanes Limited and Airplanes Trust depend
on intercompany loan and other payments from their direct and indirect
subsidiaries to make payments on the Notes. The ability of Airplanes Limited and
Airplanes Trust to make payments on the Notes will therefore be affected by,
among other things, the imposition of withholding or other taxes on payments
within Airplanes Group, including payments by such subsidiaries to Airplanes
Limited and Airplanes Trust and the payment by such subsidiaries of amounts due
to other creditors, including lessees and tax authorities. To the extent that
these obligations to lessees and other creditors significantly exceed
expectations, or to the extent that unforeseen and significant tax liabilities
arise, there may be a significant adverse impact upon payments on the Notes.
Airplanes Limited has guaranteed the obligations of many of its subsidiaries to
lessees. Payments on these guarantees comprise part of the expenses incurred by
any Airplanes Group member in the course of the business activities permitted to
be conducted by it under the Trust Indenture (the "Expenses"). These payments
rank senior in priority of payment to any payments on any class of Notes.

     The ability of Airplanes Limited's and Airplanes Trust's subsidiaries to
make payments on their intercompany obligations to Airplanes Limited and
Airplanes Trust, and Airplanes Limited's and Airplanes Trust's ultimate ability
to pay interest and premium, if any, on, and repay the principal of, the Notes,
will be primarily dependent upon the receipt of payments under the leases and,
in the case of each of the Subclass A-4, A-7 and A-8 Notes, the ability of
Airplanes Group to refinance the Outstanding Principal Balance of such Notes by
issuing new notes ("Refinancing Notes") in the future. Receipt of sufficient
payments under the leases will depend upon a number of factors, including
without limitation (i) the timing of receipt of rental payments (together with
certain other payments the lessees are obliged to make pursuant to the terms of
the leases, the "Rental Payments") and the ability of the lessees to make such
payments; (ii) the ability to re-lease any Aircraft upon expiration or
termination of a lease without excessive levels of downtime and at sufficient
rental rates; (iii) the possible exercise by a lessee of a Purchase Option or an
early termination option and (iv) future maintenance costs associated with
re-leasing Aircraft. There can be no assurance that the Rental Payments actually
received during the term of the leases will be sufficient to meet amounts due
under the Notes.

     LACK OF SECURITY INTEREST

     As stated above, none of the Trustee, the Indenture Trustees or the
Certificateholders has or will have any security interest, mortgage, charge or
other similar interest in any of the Aircraft or the leases. As a result, such
parties do not have available to them certain rights upon a Note Event of
Default which would have been available to them had their interests in the
Aircraft and the leases been directly secured by such assets. The Security
Trustee has been granted a security interest in one-third of the ordinary share
capital of Holding Co.,
                                        6
<PAGE>   8

certain of its subsidiaries and the subsidiaries of Airplanes Trust. In
addition, the Accounts (other than certain "Rental Accounts") are held in the
name of the Security Trustee.

     POSSIBLE CONTINGENT LIABILITIES OF TRANSFERRED COMPANIES

     The Aircraft and leases were acquired through the purchase by Airplanes
Limited of 95% of the issued and outstanding capital stock of Holding Co. and
the purchase by Airplanes Trust of all of the issued and outstanding capital
stock of AeroUSA. Holding Co. and AeroUSA in turn own, directly or indirectly,
100% of the ordinary share capital of the Transferred Companies. Prior to the
sale of the Transferred Companies, AerFi Group took steps to ensure that there
were no material contingent liabilities related to any of the Transferred
Companies. No assurances can be given that pre-transfer liabilities will not be
identified in the future.

     TAX LIABILITIES OF AEROUSA.  For so long as AerFi held the Class E Notes
and residual interest in Airplanes U.S. Trust, AeroUSA and AeroUSA 3 continued
to file U.S. federal consolidated tax returns and certain state and local tax
returns with AerFi, Inc. and its subsidiaries (the "AerFi U.S. Tax Group").
There are ongoing tax audits by certain state and local tax authorities with
respect to tax returns previously made by the AerFi U.S. Tax Group. AerFi Group
believes that none of these audits will have a material adverse impact upon the
financial condition or liquidity of AeroUSA or AeroUSA 3. AeroUSA, Airplanes
Trust, AerFi, Inc. and AerFi Group entered into a Tax Sharing Agreement (the
"Tax Sharing Agreement") dated as of March 28, 1996 pursuant to which AerFi
indemnified AeroUSA against any U.S. federal, state or local tax liabilities
("Tax Liabilities"), if any, suffered by AeroUSA or AeroUSA 3 that are (i)
related to any tax period or portion thereof prior to March 28, 1996 or (ii)
related to any tax period or portion thereof on or following March 28, 1996 and
are Tax Liabilities that AeroUSA or AeroUSA 3 would not have incurred if they
were not and never had been members of the AerFi U.S. Tax Group. Furthermore,
under the Tax Sharing Agreement, with respect to AerFi U.S. Tax Group returns,
(i) AeroUSA shall be liable to AerFi, Inc. for its share of Tax Liabilities
based on the amount of Tax Liabilities that AeroUSA would have incurred if it
and AeroUSA 3 were not and never had been members of the AerFi U.S. Tax Group
(the "Stand-alone Tax Liability") and (ii) to the extent that any amount payable
by any member of the AerFi U.S. Tax Group (other than AeroUSA or AeroUSA 3) in
respect of Tax Liabilities for any tax period following March 28, 1996 is
reduced to reflect a tax asset generated by AeroUSA or AeroUSA 3, then AerFi
Group will pay to AeroUSA, at the time such tax savings are realized, an amount
equal to the difference between the actual taxes paid for such tax period and
the amount of taxes that would have been payable in the absence of such tax
asset. With respect to a liability of AeroUSA described in clause (i) of the
preceding sentence, AeroUSA will pay such amounts to AerFi, Inc. in cash only to
the extent that payments due to taxing authorities are attributable to the
Stand-alone Tax Liability of AeroUSA and AeroUSA 3; the remainder of any amounts
payable to AerFi, Inc. described in clause (i) will be paid in the form of
subordinated, non-interest paying AeroUSA notes. Tax warranties of AerFi and the
indemnity of AerFi for Tax Liabilities related to any tax period or portion
thereof prior to March 28, 1996 only survive until March 28, 2003. In connection
with the AerFi Transaction, on November 20, 1998 GE Capital acquired the Class E
Notes previously held by AerFi Group. Subsequent to November 20, 1998, Aero USA
and AeroUSA 3, now file United States federal consolidated tax returns and
certain state and local tax returns together with GE Capital. In addition, on
November 20, 1998, AeroUSA and Airplanes Trust entered into a Tax Sharing
Agreement with GE Capital which is substantially similar to the Tax Sharing
Agreement between AeroUSA, Airplanes Trust, AerFi Group and AerFi, Inc. which
was in place prior to that date, and which terminated on November 20, 1998,
except with respect to those provisions relating to the position prior to the
date on which AeroUSA and AeroUSA 3 were deconsolidated from AerFi, Inc.

     The receipt by Airplanes Group from AerFi of any amounts pursuant to
indemnities against tax and other liabilities of the Transferred Companies will
depend upon the financial condition and liquidity of AerFi at the time any claim
is made. Furthermore, to the extent any tax or other claims are successfully
made against the Transferred Companies and not indemnified by AerFi or paid from
Airplanes Group's available cash flow, because the Notes are not secured
directly or indirectly by the Aircraft or the leases, substantially all of the

                                        7
<PAGE>   9

assets of the Transferred Companies, including the Aircraft, would be available
for attachment and satisfaction of any such claim.

     INABILITY OF CERTIFICATEHOLDERS OR TRUSTEE TO PARTICIPATE IN MANAGEMENT

     Except to the limited extent described herein, neither the Trustee nor any
Certificateholder has any right to participate in the management or affairs of
Airplanes Group. In particular, such parties cannot supervise the functions
relating to the leases and the re-lease of the Aircraft, which functions have
generally been delegated to the Servicer under the Servicing Agreement.

     RELIANCE UPON SERVICE PROVIDERS

     Because Airplanes Group neither has nor will have executive management
resources of its own, Airplanes Group relies upon the Servicer, the
Administrative Agent, the Cash Manager and other service providers for all asset
servicing, executive and administrative functions pursuant to the respective
service provider agreements. While Airplanes Group has retained GECAS as the
Servicer and wholly owned subsidiaries of AerFi Group as the Cash Manager and
Administrative Agent, there can be no assurance that Airplanes Group will
continue its arrangements with these organizations until the Notes are paid in
full or that such organizations will continue their relationship with Airplanes
Group until such time. Failure of these foregoing organizations to perform their
respective contractual obligations to Airplanes Group could have a material
adverse effect upon Airplanes Group's operations, which could adversely affect
Airplanes Group's ability to repay the Notes and consequently affect the amount
of payments made in respect of the Certificates. In the event that the Servicer,
the Administrative Agent or the Cash Manager were to resign or have their
respective contracts terminated pursuant to their respective contractual
arrangements with, or on behalf of, Airplanes Group, there can be no assurance
that suitable replacement service providers could be found, or found in a timely
manner, and engaged on terms acceptable to Airplanes Group or that would not
cause a downgrading in the then current rating relating to the Certificates. The
loss of the Servicer, the Administrative Agent or the Cash Manager under such
circumstances could have a material adverse effect on Airplanes Group's ability
to make payments on the Notes.

     RELIANCE UPON SERVICE PROVIDERS FOR CERTAIN TAX BENEFITS.  In addition, in
the event that GECAS no longer serves as Servicer on behalf of Airplanes Group
or fails to maintain, among other things, certain employment levels in Ireland,
or GECAS fails to hold 5% of the capital stock of Holding Co., certain corporate
tax and other tax benefits currently afforded to Holding Co. and other Irish tax
resident Transferred Companies may be lost. Holding Co. and other Irish tax
resident Transferred Companies are currently entitled to pay Irish corporate tax
at a reduced rate of 10% and may deduct interest payments to Airplanes Limited
on intercompany loans from their income in computing their liability to Irish
tax. If such benefits were lost, these companies would be subject to Irish
corporate taxation at general Irish statutory rates (currently 28%) and may lose
the ability to deduct such interest payments to Airplanes Limited. The loss of
such tax benefits would likely lead to a downgrade in the current ratings of the
Certificates and would have a material adverse effect on Airplanes Limited's
ability to pay interest, principal and premium, if any, on the Airplanes Limited
Notes.

     CONFLICTS OF INTEREST OF GECAS

     In addition to acting as Servicer, GECAS also participates in the
management of certain aircraft assets owned by other securitization vehicles,
including Aircraft Finance Trust ("AFT"), GE Capital and its affiliates and
other third parties, including AerFi and its affiliates. In addition to its role
as Servicer, on November 20, 1998, GE Capital acquired the Airplanes Group Class
E Notes previously held by AerFi Group. GECAS will from time to time have
conflicts of interest in performing its obligations to Airplanes Group and the
other entities to which it provides management services and with respect to the
aircraft for which it provides such services. Under the terms of the Servicing
Agreement, the Servicer is not obliged to disclose conflicts of interest.
Therefore, Airplanes Group will not always be aware of all conflicts of interest
involving the Servicer. Such conflicts may be particularly acute in situations
involving GE Capital or its affiliates or investment vehicles sponsored by GE
Capital or its affiliates (collectively, "GE Group"). Under

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certain of GECAS's aircraft servicing arrangements, such conflicts will not
entitle the entities to whom GECAS provides services to replace GECAS as
servicer except in certain limited circumstances.

     As of March 31, 1999, the portfolio of aircraft managed by GECAS and its
affiliates (the "GECAS Managed Portfolio") comprised approximately 836 aircraft.
At such date, the owned portfolio of GE Group was comprised of 565 aircraft or
68% of the GECAS Managed Portfolio. GE Capital has entered into a multi-year
order for 119 Boeing 737 jet aircraft, and options for 76 Boeing 737 jet
aircraft of which 41 Boeing 737 jet aircraft have been delivered. Under the
agreement with Boeing, GE Capital also may purchase up to a further 76 Boeing
737 jet aircraft. In addition, in the same period GE Capital purchased 38 Boeing
737 jet aircraft, which were not included in the above order. GE Capital has
also entered into an agreement with Boeing to acquire 13 B767 aircraft and
options for five B767 aircraft. On July 15, 1996, GE Capital entered into an
order for a combination of 40 A319, A320 or A321 aircraft and five A340
aircraft, and options for a further 40 A319, A320 or A321 aircraft. GE Capital
has exercised 12 options and converted the five A340 aircraft into 12 A320
aircraft. In 1998, GE Capital placed an additional 30 firm orders for A319, A320
and A321 aircraft to bring the total of firm orders for Airbus aircraft to 94.
Nineteen aircraft under this Airbus order were delivered in the period to March
31, 1999.

     From time to time, GE Group is likely to acquire additional new and used
aircraft that are expected to be included in the GECAS Managed Portfolio and to
be managed by GECAS and its affiliates and, in addition, GECAS may from time to
time provide aircraft services to various third parties. GECAS also manages, and
may in the future form and sponsor, additional aircraft or equipment leasing
programs such as AFT, some of which may have investment objectives that are the
same as, or similar to, those of Airplanes Group. It is likely that, at various
times, the aircraft in any such programs will compete with the Aircraft when the
Aircraft are being marketed for re-lease or sale, and such programs may create
additional conflicts of interest with respect to the marketing of the Aircraft
for re-lease or sale. Conflicts of interest may also arise that involve the
provision by GE Group of aircraft or engine financing to third parties,
including the lessees. Moreover, certain of GECAS's marketing and servicing
arrangements with its affiliates and other third parties include provisions that
may have the effect, in certain circumstances, of requiring GECAS to give
preference to such affiliates, other third parties or their respective aircraft
over the Aircraft. Particularly acute conflicts of interest may arise when a
lessee in financial distress needs to return some of its aircraft and its fleet
consists of a mixture of GE Capital-owned aircraft and GECAS-managed aircraft.

     GECAS acts as servicer of 35 Stage 3 and 6 Stage 2 aircraft (as of March
31, 1999) that are owned or leased-in (i.e., an aircraft that is not owned but
is leased from a third party and then sub-leased to an airline) by AerFi
pursuant to an amended and restated servicing agreement between GECAS and AerFi
Group dated as of March 28, 1996, as amended on November 20, 1998 (the "AerFi
Servicing Agreement").

     Pursuant to the terms of the Servicing Agreement, GECAS has agreed to
perform the services required thereby with reasonable care and diligence at all
times (the "GECAS Services Standard"). If a conflict of interest arises
regarding GECAS's management of two particular Aircraft, or aircraft assets
other than those owned by the Airplanes Group, on the one part, and Aircraft, on
the other part, the Servicer is required to perform the services in good faith
and to the extent that two particular Aircraft or the Aircraft and other
aircraft then managed by GECAS are substantially similar in terms of objectively
identifiable characteristics that are relevant for purposes of the particular
services to be performed, the Servicer will not discriminate, (a) among the
Aircraft or (b) between any of the Aircraft and any other aircraft then managed
by GECAS on an unreasonable basis (the "GECAS Conflicts Standard").

     Under certain limited circumstances in which a conflict of interest arises
with respect to a particular Aircraft or lease that requires, in the good faith
opinion of the Servicer, an arm's-length negotiation between the Servicer or any
of its affiliates and Airplanes Group, the Servicing Agreement provides that the
Servicer shall be entitled to withdraw from acting as Servicer with respect to
such Aircraft or lease in connection with the negotiation of the issue giving
rise to such conflict of interest. In that event, Airplanes Group shall be
entitled to appoint an independent representative to act on behalf of Airplanes
Group with respect to such negotiation. The Servicer shall be entitled to act on
behalf of itself or any of its affiliates with respect to such negotiation. In
the event that the Servicer reasonably determines that certain services required
to be carried

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<PAGE>   11

out under the Servicing Agreement would place the Servicer in a conflict of
interest such that the Servicer could not, in its good faith opinion, perform
its obligations within the requirements of the Servicing Agreement, the Servicer
may resign as Servicer for all Aircraft, or, at its election, for any affected
Aircraft, such resignation to become effective upon the appointment of a
replacement servicer.

     LIMITATION OF LIABILITY ON THE PART OF THE SERVICER

     Pursuant to the Servicing Agreement, the Servicer and its affiliates are
not liable or accountable to any person, other than Airplanes Limited, AeroUSA
and Holding Co., to the limited extent described below, under any circumstances,
for any liabilities, obligations, losses, damages, penalties, taxes, suits,
judgments, costs, fees, expenses and disbursements directly or indirectly
arising out of, in connection with or related to, the management by the Servicer
of the Aircraft or other aircraft assets ("Losses"). Furthermore Airplanes
Limited, AeroUSA and Holding Co. jointly and severally indemnify the Servicer
and its affiliates on an after-tax basis for any Losses, unless such Losses are
finally adjudicated to have resulted directly from the Servicer's gross
negligence or wilful misconduct in respect of its obligation to apply the GECAS
Services Standard or the GECAS Conflicts Standard in respect of its performance
of the services under the Servicing Agreement. Airplanes Limited, AeroUSA and
Holding Co. also jointly and severally indemnify the Servicer and its affiliates
on an after-tax basis for any losses that may be imposed on, incurred by or
asserted against, the Servicer and its affiliates, directly or indirectly,
arising out of, in connection with or related to, the Servicer or any of its
affiliates' involvement in connection with the structuring or implementation of
any aspect of the Acquisition, the Underwritten Offering or related
transactions. Airplanes Limited, AeroUSA and Holding Co. are entitled to
terminate the Servicing Agreement if the Servicer fails in any material respect
to perform any material service thereunder to either the GECAS Services Standard
or the GECAS Conflicts Standards and such failure has a material adverse effect
on Airplanes Group taken as a whole. The Servicer does not assume any liability
or accountability for (i) the direct or indirect transfer of the Aircraft, the
leases related thereto, the receivables related thereto or any other assets to
any person within the Airplanes Group, (ii) the adequacy of the terms of any
lease relating to any Aircraft to the extent any such lease was novated, amended
or modified in connection with the direct or indirect transfer of the Aircraft
or the leases to or among the Transferred Companies on or prior to March 28,
1996, (iii) the reliability or creditworthiness of any lessee with respect to
its obligations under any lease, (iv) the adequacy of the Rental Payments
derived from the leases to support the various obligations of Airplanes Group,
(v) the adequacy of certain Maintenance Reserves (as defined below) or security
deposits relating to the Aircraft ("Security Deposits"), (vi) the terms and
conditions of the Notes or Refinancing Notes, (vii) the ability of Airplanes
Limited and Airplanes Trust to comply with the terms and conditions of the
Notes, the Guarantees or any Refinancing Notes or any additional Notes and
(viii) the structuring or implementation of any aspect of the various
transactions which established Airplanes Group.

     The duties and obligations of the Servicer are limited to those expressly
set forth in the Servicing Agreement and the Servicer does not have any
fiduciary or other implied duties or obligations to Airplanes Group or any other
person, including any Certificateholder.

     CONFLICTS OF INTEREST OF AERFI

     AerFi previously held substantially all of the Class E Notes issued by
Airplanes Group. Completion of the AerFi Transaction resulted in GE Capital
acquiring the outstanding Airplanes Group Class E Notes previously held by AerFi
Group. AerFi Financial acts as Administrative Agent and AerFi Cash Manager acts
as Cash Manager for Airplanes Group. In addition, AerFi holds all of the Class D
and E Notes issued by AerCo Limited ("AerCo"), another securitisation vehicle,
with similar investment objectives to Airplanes Group and, as a result, has
access to certain potential benefits relating to the aircraft owned by AerCo.
Further, subsidiaries of AerFi Group act as administrative agent and cash
manager to AerCo. Finally, as at March 31, 1999, AerFi owned and leased-in a
significant fleet of 57 Stage 3 aircraft and six Stage 2 aircraft. Of the 57
Stage 3 aircraft, 17 aircraft are leased-in.

     AerFi Financial may from time to time have conflicts of interest in
performing its obligations to Airplanes Group as Administrative Agent resulting
from AerFi's interests in its own aircraft and AerFi's interests in
                                       10
<PAGE>   12

AerCo Limited. These conflicts may arise, for instance, when AerFi Financial, as
Administrative Agent, advises Airplanes Group as to the annual budget to be
adopted for Airplanes Group and with respect to decisions by Airplanes Group to
re-lease or sell Aircraft.

     Pursuant to the Administrative Agency Agreement, AerFi Financial is
obligated, in performing its services as Administrative Agent, to devote the
same amount of time and attention and will be required to exercise the same
level of skill, care and diligence in the performance of its services as it
would if it were administering such services on its own behalf (the
"Administrative Agent's Services Standard"). In addition, if any conflicts of
interest arise with respect to AerFi Financial's role as Administrative Agent
and its other interests, the Administrative Agency Agreement requires AerFi
Financial to report such conflict promptly to Airplanes Group and to act in a
manner that treats Airplanes Group equally with the entities giving rise to the
conflict of interest, does not violate the Administrative Agent's Services
Standard and would not be reasonably likely to have a material adverse effect on
Airplanes Group (the "Administrative Agent's Conflict Duties").

     Given the limited discretion that may be exercised by AerFi Cash Manager in
its role as Cash Manager, it is unlikely that conflicts of interest in
connection with its services in such capacity will arise relative to AerFi's
other interests.

     ABSENCE OF PROFITABLE OPERATIONS

     Airplanes Group has incurred net losses since its inception and expects to
continue to incur net losses. See "Item 7: Management's Discussion and Analysis
of Financial Condition and Results of Operations". There can be no assurance
that Airplanes Group will achieve or sustain profitability in the future.

     CONFLICTS OF INTEREST OF LEGAL COUNSEL

     Airplanes Group and AerFi Group are represented by the same Jersey and
United States legal counsel, and it is anticipated that such multiple
representation will continue in the future. Without independent legal
representation, the terms of the agreements negotiated between Airplanes Group
and AerFi could disproportionately benefit one party over the other. Should a
significant dispute arise in the future between Airplanes Group and AerFi or any
of their respective affiliates, Airplanes Group anticipates that it will retain
separate counsel to represent it in such matter.

AIRCRAFT RISKS

     RISK OF OPERATIONAL RESTRICTIONS AFFECTING AIRPLANES GROUP'S ABILITY TO
COMPETE

     In connection with re-leasing of the Aircraft, Airplanes Group may
encounter competition from, among others, other aircraft leasing companies
(including AerFi and International Lease Finance Corporation), airlines,
aircraft manufacturers, aircraft owners, financial institutions (including GE
Capital and its affiliates), aircraft brokers, special purpose vehicles
(including AFT and AerCo) formed for the purpose of acquiring, leasing and
selling aircraft and public and private limited partnerships and funds with
investment objectives similar to those of Airplanes Group (including investment
vehicles sponsored by GE Capital and its affiliates). Airplanes Group is subject
to restrictions in the Trust Indentures and the constitutive documents of
Airplanes Limited and Airplanes Trust that will impair Airplanes Group's
operational flexibility. For instance, AerFi has in the past granted
concessionary rental rates to airlines in return for equity investments in order
to place aircraft on lease and minimize the number of aircraft on the ground.
AerFi has also entered into similar arrangements with troubled lessees in order
to restructure the obligations of those lessees while maximizing the number of
aircraft remaining on viable leases to such lessees and minimizing the overall
cost to AerFi. It can be expected that Airplanes Group will encounter similar
commercial situations in the future but its ability to offer a flexible,
market-driven, response will be limited by certain contractual constraints. In
addition, certain competing aircraft lessors (including GE Capital and its
affiliates) have, or have access to, financial resources substantially greater
than those of Airplanes Group, may have a lower overall cost of capital and may
provide financial services or other benefits to potential lessees that Airplanes
Group cannot provide. Airplanes Group is also subject to certain limitations as
to eligible lessees and geographic diversification of the

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<PAGE>   13

lessees that must be satisfied in order to maintain the ratings of the
Certificates. Airplanes Group's competitors may not be subject to such
limitations.

     CYCLICALITY OF SUPPLY OF AND DEMAND FOR AIRCRAFT

     GENERAL FACTORS CAUSING FLUCTUATION IN SUPPLY AND DEMAND.  The aircraft
leasing market in general is affected by various factors that are not within the
control of Airplanes Group such as interest rates, the availability of credit
and other general economic conditions; manufacturer production levels and price
discounting; passenger demand; retirement and obsolescence of aircraft models;
re-introduction into service of aircraft previously in storage; fuel costs;
governmental regulation and air traffic control infrastructure constraints. The
effects of deregulation of commercial aviation in the United States and the
increasing trend toward deregulation in other significant jurisdictions where
lessees currently, or may in the future, operate aircraft, may contribute to
further uncertainty in the commercial aviation industry. The availability of
commercial jet aircraft for lease or sale has periodically experienced cycles of
oversupply and undersupply, primarily as a result of the cyclicality of the
world economy. The condition of the aviation industry will vary at different
points in the business cycle for lessors and sellers of aircraft at the times
when the Aircraft are being marketed for re-lease or sale, and there can be no
assurance such conditions will allow re-lease or, where applicable, sale, on
satisfactory terms. Despite the relatively good demand currently prevailing for
aircraft on operating lease in general, an oversupply of certain types of used
Stage 3 aircraft continues to exist, in particular, older widebody aircraft.
Also, as airlines increasingly have the option to use jet aircraft with similar
seat capacities to turboprop aircraft, the market for turboprop aircraft, in
particular ATR 42-300s, remains problematic in respect of both the lease rates
achievable and used aircraft values. ATR 42-300 Aircraft represented 0.69% of
the Portfolio by Appraised Value at March 31, 1999.

     FLUCTUATION OF SUPPLY AND DEMAND DUE TO ISOLATED EVENTS.  In addition to
the general factors discussed above, the values of specific aircraft types will
also be affected by developments not within the control of Airplanes Group such
as manufacturers exiting the industry or ceasing to produce certain aircraft
types in the Portfolio and the introduction by manufacturers of new and more
efficient aircraft that compete directly with aircraft types in the Portfolio,
particularly if such new aircraft types are introduced at discounted prices.

     The bankruptcy of Fokker N.V. and the discontinuation of its aircraft
manufacturing operations have resulted in significant reductions of values and
lease rates for Fokker aircraft, which reductions may continue. See "Item 7:
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Results of Operations -- Year Ended March 31, 1999 Compared with
Year Ended March 31, 1998." Uncertainty as to the long-term marketability for
lease or sale of Fokker 100 aircraft generally is expected to lead to further
reductions in value for this aircraft type, which could be significant. 6.63% of
the Aircraft in the Portfolio by Appraised Value are Fokker 100s. Also, the
merger between Boeing and McDonnell Douglas Corporation may adversely affect the
value of aircraft manufactured by McDonnell Douglas Corporation and lease rates
that Airplanes Group is able to obtain on those aircraft. Boeing has announced
that it will cease production of MD83 aircraft in 1999 and that it will cease
production of MD11 aircraft in 2000. 19.89% of the Aircraft in the Portfolio by
Appraised Value are MD11s and MD83s.

     All of the major manufacturers are implementing programs to shorten the
lead times and reduce the cost of manufacturing commercial aircraft, including
reorganization of design and production systems and business arrangements with
suppliers which have resulted in shifts in aircraft ordering patterns such that
purchasers are able to acquire aircraft on shorter lead times than previously
required. Some manufacturers are also considering the use of lower cost
production locations than those they currently use. These developments have
resulted in decreases in the prices of new aircraft when adjusted for inflation.
Boeing has introduced a new series of B737 aircraft at attractive prices and
Airbus has continued to offer A320, A319 and A321 aircraft at competitive
prices. This price discounting is the primary cause of declines in the value of
existing A320 aircraft and B737-300/400 and 500 series aircraft. A320-200 and
B737-300/400 and 500 Aircraft represented 38.08% of the Portfolio by Appraised
Value at March 31, 1999. Depending on the extent to which cost savings continue
to be achieved and passed on to the manufacturers' customers, these factors
could have an adverse impact on the ability of Airplanes Group to re-lease or
sell the Aircraft and on the Rental Payments from future leases of the Aircraft.
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<PAGE>   14

     RISK OF DECLINE IN AIRCRAFT VALUES

     The Purchase Price paid by Airplanes Group to AerFi for the Aircraft was
calculated largely on the basis of the Initial Appraised Value (the average of
three appraisals performed by independent appraisers as of October 31, 1995)
(the "Initial Appraised Value") of the Aircraft which assumes an "open,
unrestricted stable market environment with a reasonable balance of supply and
demand and with full consideration of the Aircraft's highest and best use,
presuming an arm's length, cash transaction between willing, able and
knowledgeable parties, acting prudently, with an absence of duress and with a
reasonable period of time available for marketing adjusted to account for the
maintenance status of each aircraft" (each such value so ascertained is referred
to herein as the "Base Value"). Base Values of aircraft are often greater, and
often substantially greater than, the current market values of such aircraft.
The Initial Appraised Value was more than, and may have been substantially more
than, the value of aircraft in the market at the time of purchase, given
overcapacity in the aviation industry at that time.

     The value of specific Aircraft will depend on the factors identified above
under "Aircraft Risks -- Cyclicality of Supply of and Demand for Aircraft" as
well as on a number of other factors that are not within the control of
Airplanes Group, such as market and economic condition of the aircraft, the
particular maintenance and operating history of the aircraft, the number of
operators using each type of aircraft, the supply of each type of aircraft and
any regulatory and legal requirements that must be satisfied before the aircraft
can be sold. Values of the Aircraft may be adversely affected by changes in the
competitive and financial position of the relevant commercial aircraft
manufacturer, by the withdrawal of such manufacturer from the commercial
aviation market, or from the maintenance and spare parts markets, or by
unexpected manufacturing defects that may surface.

     Updated appraisals of the Aircraft were obtained by Airplanes Group on
February 5, 1999. On the basis of these three updated appraisals, the average
appraised Base Value of the Aircraft at February 5, 1999 based on a Portfolio of
202 Aircraft was approximately $3,498 million compared with $3,717 million based
on the January 23, 1998 appraisals. This decrease was approximately $61 million
more than the decrease implied by the Aircraft depreciation schedules that form
part of the terms of the Notes. Greater than implied decreases in value occurred
across most of the Portfolio, with significantly greater than implied decreases
being experienced by the Fokker 100 Aircraft, the B737-400 Aircraft and, to a
lesser extent, the A320 Aircraft, B737-300 Aircraft, DHC8 Aircraft and MD11
Aircraft. These greater than implied decreases are due primarily, in the case of
the Fokker 100s, to Fokker exiting the industry, in the case of the A320-200s
and B737-300/400/500s due primarily to continued effects of price discounting by
Boeing and Airbus in respect of deliveries due within the next two to three
years, in the case of DHC8s due primarily to the growth in demand for regional
jets and in the case of MD11s to the Boeing/McDonnell Douglas merger and the
announcement of the discontinuance of the McDonnell Douglas product lines. The
decrease in appraised Base Values resulted in the requirement for a Principal
Adjustment Amount of $34 million on the Class A Notes which began to be paid
from the February 16, 1999 Payment Date. The payment of the Class A Principal
Adjustment Amount will result in a reallocation of cashflows in favour of the
Class A Notes until such time as the Class A target loan to value ratios implied
by the terms of the Notes have been restored. Accordingly, during this period
there will be a suspension of payments of the Class E Minimum Interest Amount
and a deferral of payments of the Class C and D Scheduled Principal Amounts.

     Any future reduction in Aircraft values may adversely affect Airplanes
Group's ability to maintain the current rental rates and may adversely affect
its ability to make payments on the Notes.

     EXERCISE OF PURCHASE OPTIONS AT PRICES BELOW ESTIMATED FAIR MARKET VALUE OR
NET BOOK VALUE

     As of March 31, 1999, Lessees with respect to Aircraft, representing 7.43%
of the Portfolio by Appraised Value, have options to purchase Aircraft at prices
below estimated fair market value at the option exercise date. (For the purposes
of this analysis, estimated fair market value has been arrived at by deducting
the estimated depreciation (as calculated by Airplanes Group's existing
depreciation policy) from February 5, 1999 to the option exercise date from the
Appraised Value of each Aircraft as determined as of February 5, 1999).

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<PAGE>   15

     In the event that a significant number of options to purchase Aircraft are
exercised at prices below estimated fair market value or Airplanes Group's
estimated net book value at the option exercise date, the amount and timing of
principal payments to certain Certificateholders and the average lives of the
Certificates may be adversely affected.

     SALES OF AIRCRAFT AT PRICES BELOW AIRCRAFT APPRAISED VALUES

     Airplanes Group believes that, due to current overcapacity in the aviation
industry with respect to certain aircraft types such as certain turboprop, Stage
2 and older widebody aircraft, the value of these Aircraft in the current market
(as compared with the "stable market environment with a reasonable balance of
supply and demand" and the other factors assumed in the determination of Base
Value) is less than, and is likely to be substantially less than the Initial
Appraised Value or the Appraised Value. Furthermore, neither the Initial
Appraised Value nor the Appraised Value nor the value of the Aircraft in the
current market should be relied upon as a measure of the realizable value of the
Aircraft. If it were necessary to dispose of Aircraft in a distress situation,
and particularly if a large number of Aircraft were required to be sold, the
proceeds from such a sale of Aircraft would be substantially less than the value
in the current market. However, Airplanes Group does not expect to have to sell
Aircraft to provide for payment of principal and interest on the Notes, and does
not anticipate conducting any distress sales. Nevertheless, following a Note
Event of Default, there can be no assurance that Aircraft, if sold, would not be
sold at prices significantly less than the Initial Appraised Value or the
Appraised Value of such Aircraft. In addition, prior to a Note Event of Default,
each Trust Indenture permits Airplanes Group to sell Aircraft at prices below a
specified target price in certain limited circumstances and in limited aggregate
amounts, which may adversely affect the amount and timing of principal payments
to certain Certificateholders and may, in turn, affect the average lives of the
Certificates. At March 31, 1999, Airplanes Group had sold 26 Aircraft (for an
aggregate amount of $223 million) with an appraised value of $261 million (based
on the most recent appraisal before the sale date). While four of the 26
Aircraft were sold at prices below the specified target prices these
transactions were in accordance with the provisions in the Trust Indentures
outlined above. Since March 31, 1999, a further Aircraft was sold at a price
below the specified target price in accordance with the provisions of the Trust
Indentures.

     LESSEE DEFAULTS RESULTING IN LIENS ON AIRCRAFT

     Liens which secure the payment of, inter alia, airport taxes, customs
duties, air navigation charges (including charges imposed by Eurocontrol),
landing charges, crew wages, repairer's charges or salvage ("Liens") are likely,
depending on the jurisdiction in question, to attach to the Aircraft in the
normal course of operation. The sums which such Liens secure may be substantial
and may, with certain jurisdictions or limited types of Liens (particularly
fleet liens), exceed the value of the Aircraft in respect of which the Lien is
being asserted.

     In some jurisdictions, aircraft Liens may give the holder thereof the right
to detain or, in limited cases, sell or cause the forfeiture of the Aircraft,
and, until discharged, such Liens could adversely affect the ability of
Airplanes Group to repossess, re-lease or sell the Aircraft. In particular,
under the laws of the United Kingdom, if a particular lessee (whether or not it
is a European operator) defaults in payments to Eurocontrol of air navigation
charges (relating to navigation services provided within European airspace by
Eurocontrol), the Civil Aviation Authority of the United Kingdom (the "CAA") has
the right to detain, pending payment, any aircraft operated by the defaulting
operator at the time of detention when a relevant aircraft is located at any
designated airport within the United Kingdom. Furthermore, if such charges are
not paid within a specified period, the CAA has the power to sell the detained
aircraft to satisfy the outstanding charges. These charges may also relate to a
period when the detained aircraft was being operated by a prior operator. A
similar form of "fleet lien" is granted to certain airport authorities under the
laws of the United Kingdom and in Ireland in relation to unpaid airport landing
fees.

     Under each of the current Airplanes Group leases, the relevant lessee is
responsible for, and required to discharge, all such Liens arising during the
term of such leases, with the exception of those arising by reason of, inter
alia, Airplanes Group's or the lessor's own acts or those created by, or arising
by reason of, debts or liabilities of Airplanes Group's predecessors in title or
any previous operator. However, there can be no
                                       14
<PAGE>   16

assurance that future leases will contain such conditions or that the lessees
will comply with such obligations. Any failure to remove Liens could adversely
affect Airplanes Group's ability to repossess, re-lease or sell an Aircraft if a
lessee defaults. The Servicer is not obligated under the terms of the Servicing
Agreement to remove any Liens from Aircraft.

     FAILURE TO MAINTAIN REGISTRATION OF AIRCRAFT

     All of the Aircraft which are being operated must be duly registered at all
times with an appropriate aviation authority. Generally, failure to maintain the
registration of any Aircraft which is on lease would be a default under the
applicable lease, entitling Airplanes Group to exercise its rights and remedies
thereunder. If an Aircraft were to be operated without a valid registration, the
lessee operator or, in some cases, the owner or lessor, may be subject to
penalties which could constitute or result in a Lien being placed on such
Aircraft. Loss of registration could have other adverse effects, including
inability to operate the Aircraft and loss of insurance, which in turn could
have a material adverse effect on the ability of Airplanes Group to pay interest
and principal on the Notes. However, there can be no assurance that future
leases will contain such terms or that lessees will comply with such terms.

     TECHNOLOGICAL RISKS

     Airplanes Group's ability to lease or sell the Aircraft may be adversely
affected to the extent that the availability for lease or sale of newer, more
technologically advanced aircraft or the introduction of increasingly stringent
noise or emissions regulations make the Aircraft less competitive. This risk,
which is common to all aircraft lessors, is particularly significant for
Airplanes Group given its need to repay principal and interest on the Notes over
a relatively long period, which will require that many of the Aircraft be leased
or sold close to the end of their useful economic life. Furthermore, the extent
to which Airplanes Group is able to manage these technological risks through
modifications to aircraft and sale of aircraft is expected to be limited and any
sales or modification of aircraft will depend on Airplanes Group's ability to
satisfy the criteria set forth under the Trust Indentures.

     YEAR 2000 RISK

     Many existing computer systems use only two digits to identify a year in
the date field. These systems were designed and developed without considering
the impact of the Year 2000. If not corrected, many computer applications could
fail or create erroneous results by or at the Year 2000. Airplanes Group is in
the process of assessing the potential impact of this issue on its operations.
Because all of its operational functions have been delegated to the Servicer,
Administrative Agent and Cash Manager in accordance with the terms of their
respective service agreements, Airplanes Group has no information systems of its
own. Airplanes Group may, however, suffer a material adverse impact on its
business and results of operations if information technology upon which the
Servicer, Administrative Agent and Cash Manager rely is not Year 2000 compliant.
The Servicer, Administrative Agent and Cash Manager have reviewed their Year
2000 exposure and are taking the steps necessary to ensure that their systems
are Year 2000 compliant. The Servicer, Administrative Agent, and Cash Manager do
not believe that occurrences of Year 2000 failures will have a material adverse
effect on their ability to meet their obligations to Airplanes Group.

     Airplanes Group may also suffer an adverse impact on its business and
results of operations if its suppliers, financial institutions, lessees and
others with which it conducts business are not Year 2000 compliant. The Servicer
and Administrative Agent are conducting surveys of the third parties with which
they deal on behalf of Airplanes Group to determine the extent of such third
parties' exposure to Year 2000 risks and the status of their Year 2000
compliance efforts. The Servicer and Administrative Agent are reviewing the
responses of those third parties received to date and have contacted all third
parties whose responses are outstanding.

     As of June 10, 1999, the Servicer had surveyed 66 of Airplanes Group's 75
lessees, the purpose of which is to determine the extent of each lessee's
exposure to Year 2000 risks and the status of their Year 2000 compliance
efforts. The Servicer had received responses from 30 of Airplanes Group's
current lessees. Based

                                       15
<PAGE>   17

on these responses, 29 lessees have confirmed they are implementing a Year 2000
plan. Of these, 17 lessees have completed a questionnaire sent to them by the
Servicer and in response to a specific question, 16 lessees have confirmed that
they will be able to continue to operate their business and meet their
contractual obligations without error or interruption through, on, and after
January 1, 2000. The Servicer has written to all lessees where responses are
outstanding. Airplanes Group cannot give any assurance that lessees will provide
significantly more information on their Year 2000 compliance efforts.
Accordingly, Airplanes Group cannot assess whether lessees will be able to
become Year 2000 compliant and continue their operations.

     Where a lessee is not Year 2000 compliant, this could result in lost
revenue for the lessee and an inability to make lease payments to Airplanes
Group. Noncompliance by the lessee's financial institutions could also adversely
affect the ability to process lease payments.

     The worst case scenario would arise where a large number of lessees are
unable to operate their Aircraft and generate revenues and as a result, are
unable to make lease payments to Airplanes Group. Currently Airplanes Group is
unable to determine the likelihood or magnitude of any resulting lost revenue or
whether the consequences of Year 2000 failures will have a material impact on
Airplanes Group's business or financial position.

     If a lessee cannot operate its Aircraft and cannot make contractual lease
payments, as a result of that lessee not being Year 2000 compliant, Airplanes
Group's contingency plans include the Servicer repossessing Aircraft from
lessees in default and then attempting to re-lease such Aircraft to a Year 2000
compliant lessee. Airplanes Group cannot give any assurance that the Servicer
would be able to re-lease such Aircraft at favourable terms or at all, or that
there may not be a significant delay in re-leasing. If a significant number of
Aircraft could not be re-leased at favorable terms or at all, it may have a
material adverse effect on Airplanes Group's business.

     Aircraft and air traffic control systems also depend heavily on
microprocessors and software technology. If the systems employed by the Aircraft
are not Year 2000 compliant, Airplanes Group's business and results of
operations may be adversely affected. Major aircraft manufacturers, including
Boeing and Airbus, are conducting Year 2000 reviews of the systems employed on
their aircraft and are advising owners, operators and service providers of the
steps to be taken to address any Year 2000 problems that are identified. Among
the aircraft systems that have been identified as being susceptible to Year 2000
problems are certain on-board aircraft management and navigation systems. The
nature and extent of the risks posed by potential failure of aircraft and
aircraft control systems because of Year 2000 problems have not been fully
determined. Airplanes Group cannot give any assurance that its lessees will
follow the advice of aircraft manufacturers regarding the steps to be taken to
address Year 2000 compliance. It is not clear whether or to what extent
manufacturers, owners or lessees will be responsible for the costs necessary to
make aircraft systems Year 2000 compliant. Accordingly, Airplanes Group is
currently not able to make any estimate of the amount, if any, it may be
required to spend to remediate Year 2000 problems associated with the Aircraft.
Such expenditures could, however, have a material adverse impact on the ability
of Airplanes Group to make payments on the Notes.

     The aviation insurance markets have sought to exclude any claims for losses
incurred as a result of Year 2000 problems under existing policies. However, the
application of this exclusion may be mitigated by the availability of the
following limited writeback endorsement ("Year 2000 endorsements"); (i) hull and
aircraft liability coverage in respect of accidental loss or damage to insured
aircraft and for liability arising out of an accident involving the insured
aircraft as a result of a Year 2000 occurrence and (ii) non aircraft liability
coverage with regard to liability caused by an accident and arising out of a
risk insured under the policy as a result of Year 2000 failure. Therefore, the
effect of the Year 2000 endorsement is to provide that losses (including
consequential losses) arising from a Year 2000 failure will only be paid where
they result from an accident involving an aircraft or an injury to a third
party. Insurers will provide Year 2000 endorsements to those airlines which
satisfy insurers that they have identified and are adequately addressing the
Year 2000 issues affecting the airline. Airplanes Group, in conjunction with the
Servicer and its insurance brokers, is currently assessing the Year 2000 status
of all of its lessees' aviation insurance.

     The Year 2000 endorsements are currently available to Airplanes Group in
respect of any off-lease Aircraft. In addition, Airplanes Group maintains
contingent insurance designed to protect the lessor in
                                       16
<PAGE>   18

circumstances where the lessor fails to collect from the insurances required to
be provided by the lessee. In respect of any insured claims for losses incurred
as a result of Year 2000 problems, Airplanes Group's contingent insurances are
not available if the operator's policy does not contain Year 2000 endorsements.

     AIRCRAFT TYPE CONCENTRATIONS

     At March 31, 1999, two aircraft types contained in the Portfolio each
represented over 10% of the Portfolio by Appraised Value: Boeing 737-400s
constituted 15.93% and McDonnell Douglas MD83s constituted 13.60%. Also, at
March 31, 1999, narrowbody Aircraft constituted 82.68% of the Portfolio by
Appraised Value (excluding turboprops, narrowbody Aircraft constituted 77.48% of
the Portfolio by Appraised Value).

     At March 31, 1999, 14 Aircraft or 17.32% of the Portfolio by Appraised
Value, were widebody aircraft. These widebody Aircraft include four B767-300ERs
(7.19% of the Portfolio by Appraised Value), three MD11s (6.29% of the Portfolio
by Appraised Value), one B767-200ER (1.41% of the Portfolio by Appraised Value),
one B747-200 (1.05% of the Portfolio by Appraised Value), two A300-B4-200s
(0.64% of the Portfolio by Appraised Value), two A300-B4-100s (0.30% of the
Portfolio by Appraised Value) and one A300-C4-200 (0.44% of the Portfolio by
Appraised Value). The rental rates obtained by Airplanes Group from the current
lessee in respect of the three MD11 Aircraft are approximately one-third lower
than the contracted rentals under previous lease agreements for these Aircraft
and will adversely affect Airplanes Group's operating cash flows. The decline in
rental rates received for the three MD-11s reflected the uncertainty concerning
future production of MD11 aircraft following the merger between McDonnell
Douglas and Boeing. Boeing has since announced that it will cease production of
MD11 aircraft in 2000 which may further affect the rental rates achievable for
MD11 aircraft.

     GOVERNMENT REGULATION

     In addition to the general requirements regarding maintenance of the
Aircraft, aviation authorities from time to time issue Airworthiness Directives
("ADs") requiring the operators of aircraft to take particular maintenance
actions or make particular modifications with respect to all aircraft of certain
designated types. Certain manufacturer recommendations may also be issued. To
the extent that a lessee fails to perform ADs required to maintain its
Certificate of Airworthiness or other manufacturer requirements in respect of an
Aircraft (or if the Aircraft is not currently subject to a lease), Airplanes
Group may have to bear (or, to the extent required under the relevant lease,
share) the cost of compliance. Other governmental regulations relating to noise
and emissions levels may be imposed not only by the jurisdictions in which the
Aircraft are registered, possibly as part of the airworthiness requirements, but
also in other jurisdictions where the Aircraft operate. A number of
jurisdictions have adopted, or are in the process of adopting, noise regulations
which ultimately will require all aircraft to comply with the most restrictive
currently applicable standards. Such regulations restrict the future operation
of aircraft that do not meet Stage 3 (as defined in "-- The Aircraft, Related
Leases and Collateral") noise requirements and ultimately will prohibit the
operation of such aircraft in the relevant jurisdictions early in the next
century (December 31, 1999 in the case of the United States). As 6.01% of the
Aircraft by Appraised Value did not meet, at March 31, 1999, the Stage 3
requirements, these regulations may adversely affect Airplanes Group.
Furthermore, there can be no assurance that no new ADs or noise or emissions
reduction requirements will not be adopted in the future that could result in
significant costs to Airplanes Group or adversely affect the value of, or its
ability to re-lease, Stage 2 or Stage 3 Aircraft. Certain organizations and
jurisdictions are currently considering tightening noise and emissions
certification requirements for newly manufactured aircraft.

     The U.S. Federal Aviation Administration (the "FAA") has indicated that it
will develop in the near term a new test specification for insulation for the
purpose of increasing fire safety on aircraft. The FAA has also begun discussion
with the international aviation authorities on this matter. In addition, the FAA
has indicated that it will propose requiring the use of improved insulation once
the new test standard is developed. It is possible that additional service
bulletins, new maintenance practices and mandatory airworthiness directives may
be issued while the new standard for insulation is developed. If new standards
for insulation are implemented, Airplanes Group could incur significant costs in
ensuring the Aircraft comply with these
                                       17
<PAGE>   19

standards which could impact adversely on Airplanes Group's results of
operations. It is currently not clear whether or to what extent manufacturers,
owners or lessees would be responsible for the costs necessary to bring aircraft
in compliance with such new test standards.

RISKS RELATING TO THE LEASES

     EXPOSURE TO DOWNSIDE RISK AS OWNER OF AIRCRAFT

     Most of the current Airplanes Group leases are operating leases, under
which Airplanes Group retains substantially all of the risks and rewards
associated with ownership of the Aircraft, including the Aircraft's residual
value. Eight of the existing leases are finance leases, which effectively
transfer the benefits and risks of ownership of the Aircraft from Airplanes
Group to the finance lessee. The existing operating leases are "net" leases
pursuant to which the lessees are obliged to make Rental Payments and generally
assume responsibility for, among other things, (i) maintaining the Aircraft,
(ii) ensuring proper operation of the Aircraft, (iii) providing indemnification
and insurance for losses resulting from operation of the Aircraft, (iv) paying
all costs of operating the Aircraft and keeping the Aircraft free of liens (as
defined in the relevant lease, other than permitted liens under the relevant
lease) resulting from such operation and (v) complying with all governmental
licensing and other requirements, including ADs (except in certain cases where
the terms of the relevant lease require the lessor to share the cost thereof).

     INABILITY TO RE-LEASE AIRCRAFT ON FAVORABLE TERMS

     Upon termination of any lease, the Servicer is obligated, pursuant to the
terms of the Servicing Agreement, to use commercially reasonable efforts on
behalf of Airplanes Group to re-lease the related Aircraft. There can be no
assurance, however, that Airplanes Group will be able to obtain rental rates and
lease terms (including maintenance and redelivery condition agreements) in the
future comparable to those contained in the existing leases. Airplanes Group's
ability to re-lease Aircraft, as well as its ability to obtain such rental rates
and such terms, may be adversely affected by, among other things, restrictions
imposed by the Trust Indentures, the economic condition of the airline industry,
the supply of competing aircraft, other matters affecting the demand for
particular aircraft types and competition from lessors offering leases on more
favorable terms than Airplanes Group.

     The expected number of Aircraft that Airplanes Group must place with
lessees through December 31, 2003 is made up of the sum of (i) Aircraft in
Airplanes Group's existing Portfolio that are currently available for marketing,
and (ii) Aircraft coming to the end of their lease terms before December 31,
2003, less the aggregate of (a) Aircraft which are currently the subject of a
lease extending through December 31, 2003, (b) Aircraft which are the subject of
a non-binding letter of intent to sell or lease and (c) any Aircraft sold prior
to December 31, 2003. Additional Aircraft may need to be re-leased if such
Aircraft become available through premature terminations of leases or if letters
of intent do not result in leases or if Aircraft subject to lease agreements are
not delivered. Airplanes Group's expected re-leasing requirements from March 31,
1999 through the year 2003 are shown in the following table:

                  AIRPLANES GROUP LEASE PLACEMENT REQUIREMENT
                              AS OF MARCH 31, 1999

<TABLE>
<CAPTION>
                                                                    TO DECEMBER 31,
                                                            --------------------------------
                                                            1999   2000   2001   2002   2003
                                                            ----   ----   ----   ----   ----
<S>                                                         <C>    <C>    <C>    <C>    <C>
Aircraft available for marketing(1)......................      1     --     --     --     --
Contracted lease expirations (including expirations of
  leases that are assumed to result from letters of
  intent)................................................     28     49     32     39     35
Less Aircraft subject to contract or letter of
  intent(2)..............................................     (6)    (2)    (5)    --     --
                                                            ----   ----   ----   ----   ----
Placement requirement(3)(4)..............................     23     47     27     39     35
                                                            ====   ====   ====   ====   ====
</TABLE>

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

                                       18
<PAGE>   20

(1) Aircraft available for marketing consist of those Aircraft which were not in
    revenue service with lessees as of March 31, 1999.

(2) Airplanes Group's lease placement requirement assumes that letters of intent
    will in due course be reflected in binding contracts. Although letters of
    intent are not legally binding, most of AerFi Group's and Airplanes Group's
    letters of intent have, historically, resulted in lease agreements between
    the parties thereto.

(3) Assumes that Aircraft coming to the end of currently contracted lease terms
    which are not, as of March 31, 1999, the subject of an additional agreement
    or letter of intent need to be re-leased only once more before the year
    2003.

(4) Assumes that no current Airplanes Group lease entered into by Airplanes
    Group terminates prematurely and that there are no sales of Aircraft.

     There can be no assurance that, with significant numbers of Aircraft to
re-lease in the future, Airplanes Group will be able continually to re-lease
such Aircraft without significant periods of downtime or without any adverse
effect on the rental rates it is able to obtain, especially during downturns in
demand for aircraft on operating lease and that the ability of Airplanes Group
to make payments of interest, principal and premium, if any, on the Notes will
not be adversely affected thereby.

     REQUIREMENT FOR CERTAIN LICENSES AND APPROVALS

     A number of leases require specific licenses, consents or approvals for
different aspects of the leases. These include consents from governmental or
regulatory authorities to certain payments under the leases and to the import,
re-export or de-registration of the Aircraft. No assurance can be given that
such requirements may not be increased by subsequent changes in applicable law
or administrative practice or that a consent, once given, will not be withdrawn.
Furthermore, consents needed in connection with future re-leasing or sale of an
Aircraft may not be forthcoming. Any such event could have an adverse impact on
Airplanes Group's ability to re-lease or sell aircraft.

     RISK OF DECLINE IN RENTAL RATES

     Future rental rates and the ability to re-lease Aircraft worldwide both
depend upon a number of factors that are not within the control of Airplanes
Group. See "-- Aircraft Risks -- Cyclicality of Supply of and Demand for
Aircraft; Risk of Decline in Aircraft Values" and "-- Failure to Perform
Aircraft Maintenance". Both the bankruptcy of Fokker N.V., the manufacturer of
6.63% of the Aircraft by Appraised Value, and the combination of the merger
between Boeing and McDonnell Douglas Corporation (McDonnell Douglas Corporation
is the manufacturer of 31.03% of the Aircraft by Appraised Value) followed by
the announcement by Boeing that it will cease production of MD83 aircraft in
1999, has adversely affected the rental rates that Airplanes Group is able to
obtain on Aircraft manufactured by Fokker N.V. and McDonnell Douglas
Corporation, and may adversely affect its ability to make payments of interest
and premium, if any, on, and principal of, the Notes. The rental rates obtained
by Airplanes Group from Varig, S.A. ("Varig") in 1997 in respect of three MD11
Aircraft are approximately one-third lower than the contracted rentals under the
previous lease agreements for these Aircraft and this will adversely affect
Airplanes Group's operating cash flows. Boeing has since announced that it will
cease production of MD11 aircraft which may adversely affect MD11 rental rates
further. In addition, the rental rates obtained by Airplanes Group from TAM in
October 1997 in respect of six Fokker 100 Aircraft are approximately 24% lower
than the contracted rentals under the previous lease agreements for these
Aircraft and this will also adversely affect Airplanes Group's operating cash
flows.

     FAILURE TO PERFORM AIRCRAFT MAINTENANCE

     The standards of maintenance observed by the various lessees and the
condition of the Aircraft at the time of sale or lease may affect the future
values and rental rates for the Aircraft. Under the leases, it is primarily the
responsibility of the relevant lessee to maintain the Aircraft and to comply
with all governmental

                                       19
<PAGE>   21

requirements applicable to the lessee and the Aircraft, including, without
limitation, operational, maintenance, and registration requirements and in most
cases, manufacturer recommendations or ADs (although in certain cases the
relevant lessor has agreed to share the cost of complying with certain ADs or
manufacturer recommendations). Failure of a lessee to perform required or
recommended maintenance with respect to an Aircraft during the term of the lease
could result in a grounding of such Aircraft and is likely to require Airplanes
Group to incur costs, which could be substantial, to restore such Aircraft to an
acceptable maintenance condition prior to re-leasing.

     RISK OF MAINTENANCE LIABILITIES EXCEEDING MAINTENANCE RESERVES

     At March 31, 1999, Airplanes Group had provisions for maintenance of $283
million (the "Maintenance Reserves"). Currently, Airplanes Group holds
approximately $80 million in cash (the "Maintenance Reserve Amount") in respect
of maintenance reserve liabilities which, together with projected future
maintenance reserve payments under the leases, is believed by Airplanes Group,
following consultation with the Administrative Agent, to be sufficient, based on
an analysis of anticipated future maintenance expenses, to provide Airplanes
Group with sufficient liquidity to meet its maintenance liabilities. This amount
of cash has been determined to be appropriate for the funding of Airplanes
Group's maintenance reserve liabilities based on an analysis of Airplanes
Group's, AerFi's and overall industry historical experience of the frequency and
cost of maintenance checks performed by lessees relative to the projected
maintenance payments to be made to Airplanes Group under the terms of the
leases.

     In addition, remaining cash balances held in the Expense Account and the
Collection Account at any date ($215.0 million at May 11, 1999) will, in
accordance with the priority of payments, be available to discharge maintenance
liabilities together with other Required Expense Amounts as they fall due for
payment.

     There can be no assurance, however, that Airplanes Group's future
maintenance requirements will correspond to Airplanes Group's or AerFi's
historical experience, or the industry's experience overall, particularly as the
Aircraft age. Furthermore, there can be no assurance that actual maintenance
reserve payments by lessees and other cash received by Airplanes Group will not
be significantly less than projected. Actual maintenance reserve payments by
lessees will depend upon numerous factors including defaults and the ability of
Airplanes Group to obtain satisfactory maintenance terms in leases. An
increasing number of leases do not provide for any maintenance reserve payments
to be made by lessees as security for their maintenance obligations. Any
significant variations in such factors may materially adversely affect the
ability of Airplanes Group to make payments of interest, principal and premium,
if any, on the Notes.

     LIABILITY, LOSS AND INSURANCE

     The lessees are required under Airplanes Group's current leases to
indemnify the related lessor (and generally, if different, the owner) for, and
insure against, liabilities arising out of use and operation of the Aircraft,
including third party claims for death or injury to persons and damage to
property for which Airplanes Group may be deemed liable. Any insurance proceeds
received by Airplanes Group in respect of such claims shall be paid first to the
applicable lessor in the event of loss of the Aircraft, to effect repairs or in
the case of liability insurance, for indemnification of third party liabilities,
with the balance, after deduction for all amounts due and payable by the lessee
under the applicable lease, to be paid to the lessee. The lessees are also
required to maintain public liability, property damage and hull all risks
insurance on the Aircraft at agreed levels subject to hull deductibles which
generally range from $250,000 to $1 million. Although Airplanes Group believes
that the insurance required under the leases will be adequate to cover all
likely claims, there can be no assurance that one or more catastrophic events
will not exceed coverage limits. The lessees are required under the leases to
provide evidence of insurance, and the insurers must notify Airplanes Group if
any lessee insurance is to be cancelled or terminated. In such event, the
Servicer is obligated, pursuant to the terms of the Servicing Agreement, to use
commercially reasonable efforts to procure alternative insurance coverage to the
extent commercially available in the relevant insurance market. However, any
inadequate insurance coverage or default by the lessees in fulfilling their
indemnification or insurance obligations will affect the proceeds that would be
received upon an event of loss under the respective leases or claim under the
relevant liability insurance.
                                       20
<PAGE>   22

     With respect to certain leases, the lessor may arrange separate political
risk repossession insurance for its own benefit, covering (a) confiscation,
nationalization and requisition of title of the relevant Aircraft by the
government of the country of registry and denegation and deprivation of legal
title and rights, and (b) the failure of the authorities in that country to
allow de-registration and export of the Aircraft, subject to the conditions of
the policies.

     RISK OF WITHHOLDING TAX ON LEASE RENTALS

     Airplanes Group endeavors to structure its leases in such a way that either
no withholding taxes will be applicable to payments by the lessees under the
leases, or (in the event of such taxes being or becoming applicable) the lessees
will be obliged to pay corresponding additional amounts. However, there can be
no assurances that leases to which Airplanes Group may become a party as a
result of re-leasing the Aircraft will not result in the imposition of
withholding or other taxes in circumstances where the lessee has not agreed to,
or is unable to, pay compensatory additional amounts.

RISK OF LESSEE DEFAULT

     DETERIORATION IN FINANCIAL CONDITION OF LESSEES

     The ability of each lessee to perform its obligations under its lease will
depend primarily on such lessee's financial condition. A lessee's financial
condition may be affected by various factors beyond the control of Airplanes
Group, including competition, fare levels, passenger demand, operating costs
(including the price and availability of jet fuel and labor costs), economic
conditions in the countries in which the lessees operate and environmental and
other governmental regulation of or affecting the air transportation business.
Many of Airplanes Group's existing lessees are in a relatively weak financial
position. There can be no assurance as to the extent to which lessees will be
able to perform their financial and other obligations under the leases.

     As of March 31, 1999, amounts outstanding for a period greater than 30 days
in respect of Rental Payments, Maintenance Reserves, and other miscellaneous
amounts due under the leases (net of default interest and certain cash in
transit) amounted to approximately $24.9 million in respect of 38 Lessees (who
had a combined total of 91 Aircraft on lease as of such date) and one former
lessee ($1.7 million of the $24.9 million related to this former lessee). Of the
total $24.9 million, $10.0 million was in arrears for a period greater than 30
days, $2.3 million was in arrears for a period greater than 60 days and $12.5
million was in arrears for a period greater than 90 days. Certain of these
lessees as well as certain other lessees have consistently been significantly in
arrears in their Rental Payments and have recently experienced or are currently
experiencing financial difficulties. Of the $24.9 million in arrears greater
than 30 days, $8.2 million represented arrears with respect to four Brazilian
lessees operating eight Fokker 100 Aircraft, two B767 Aircraft, three B737-500
Aircraft and three MD11 Aircraft. In addition to these amounts five further
lessees were being allowed formal deferrals of rent, maintenance and
miscellaneous payments totaling approximately $7.8 million at March 31, 1999.
Such lessees are being allowed deferrals of rentals, maintenance and
miscellaneous payments for periods of up to 70 months.

     RISK OF REGIONAL ECONOMIC DOWNTURNS AFFECTING LESSEE FINANCIAL CONDITION

     EUROPEAN CONCENTRATION.  At March 31, 1999, Airplanes Group leased 64
Aircraft representing 36.22% of the Portfolio by Appraised Value to 28 aircraft
operators in Europe.

     The commercial aviation industry in European countries, as in the rest of
the world generally, is highly sensitive to general economic conditions. Because
a substantial portion of airline travel (business and especially leisure) is
discretionary, the industry has tended to suffer severe financial difficulties
during economic downturns. Accordingly, the financial prospects for European
lessees can be expected to depend largely on the level of economic activity in
Europe generally and in the specific countries in which such lessees operate. A
recession or other worsening of economic conditions in one or more of these
countries may have a material adverse effect on the ability of European lessees
to meet their financial and other obligations under the leases. In addition,
commercial airlines in Europe face, and can be expected to continue to face,
increased competitive pressures, in part as a result of the continuing
deregulation of the airline industry by the European
                                       21
<PAGE>   23

Union (the "EU"). There can be no assurance that competitive pressures resulting
from such deregulation will not have a material adverse impact on the operations
of such lessees.

     LATIN AMERICAN CONCENTRATION.  At March 31, 1999, the lessees with respect
to 34.76% of the Aircraft by Appraised Value operated in Latin America,
principally Brazil, Mexico, Colombia and Chile. The prospects for lessee
operations in these countries can be expected to be dependent in part on the
general level of political stability and economic activity and policies in those
countries. Future developments in the political systems or economies of these
countries or the implementation of future governmental policies in these
countries may have a material adverse effect on lessee operations in those
countries. The economy of the Latin American region as a whole and of particular
Latin American countries may be materially affected by developments in other
countries in Latin America and also by developments in countries in other
regions of the world that are perceived to demonstrate similar "emerging market"
characteristics.

     At March 31, 1999, Airplanes Group leased 16 Aircraft representing 14.37%
of the Portfolio by Appraised Value to operators in Brazil. Brazil has
experienced significant downturns in its economy and financial markets, with
large decreases in financial asset prices and, since it devalued its currency in
January 1999, dramatic decreases in the value of its currency. The loss of
confidence in the Brazilian markets and currency has been associated with the
economic crisis currently affecting "emerging markets" in Asia. See "-- Asia
Pacific Concentration" below. Continued weakness in the value of the Brazilian
Real, as well as general deterioration in the Brazilian economy will mean that
lessees may be unable to generate sufficient revenues in Brazilian currency to
pay the dollar-denominated Rental Payments under the leases. Failure by Brazil
to address its current financial crisis could result in the crisis spreading to
other Latin American economies and economies in other emerging markets. Future
developments in the political systems or economies of Brazil and other Latin
American countries may have a material adverse effect on lessee operations in
those countries and could adversely affect the operations of Airplanes Group's
Brazilian customers.

     Airplanes Group has entered into rent deferral and restructuring
arrangements with certain significant Brazilian and Mexican lessees who have
experienced difficulties in the past four years due to overcapacity and adverse
market conditions. See "-- The Lessees -- Latin America" below.

     NORTH AMERICAN CONCENTRATION.  At March 31, 1999, Airplanes Group leased 39
Aircraft representing 16.15% of its Portfolio by Appraised Value, to operators
in North America. Airline industry profitability in North America has enjoyed a
sustained improvement since 1993 due to a combination of traffic growth in line
with the overall expansion of the economy in that region and relatively small
growth in aircraft seat capacity leading to a significant increase in load
factors.

     In 1997 and 1998 a number of significant new aircraft orders were announced
by North American airlines. However, even in the prevailing robust industry
environment some airlines are reporting losses or very low profits due to either
unsuccessful competitive initiatives in respect of fares and/or capacity, or
uncompetitive cost structures. In the next few years airline profit margins are
likely to come under pressure due to a combination of labor cost increases and
increased aircraft ownership costs as new aircraft are delivered and a large
number of Stage 2 aircraft are hush-kitted. In the early 1990s, several North
American airlines who are currently lessees of Airplanes Group entered into
plans of reorganization or sought the protection of bankruptcy, insolvency or
other similar proceedings. There can be no assurance that such events will not
re-occur in respect of these or other North American lessees of Airplanes Group
and adversely affect the ability of such lessees to make timely and full Rental
Payments under their respective leases.

     Airplanes Group has entered into rent deferral and restructuring
arrangements with certain significant North American lessees. See "-- The
Lessees -- North America" below.

     ASIAN CONCENTRATION.  At March 31, 1999, Airplanes Group leased 16
Aircraft, representing 9.36% of its Portfolio by Appraised Value, to operators
in Asia. Trading conditions in the civil aviation industry in Asia have been
adversely affected by the severe economic and financial difficulties experienced
recently in the region. The economies of Indonesia, Thailand, Korea Malaysia and
the Philippines have experienced particularly acute difficulties resulting in
many business failures, significant depreciation of local currencies

                                       22
<PAGE>   24

against the dollar (the currency in which lease payments are payable), sovereign
and corporate credit ratings downgrades, corporate debt defaults and
internationally organized financial stability measures. This downturn in the
region's economies and the resulting civil unrest has undermined business
confidence and has had an adverse impact on the results of operations of
Airplanes Group's lessees in the region and consequently on Airplanes Group's
revenues and cash flows. See "-- The Lessees -- Asia" below. Several airlines in
the region have recently announced their intention to reschedule their aircraft
purchase obligations, reduce headcount and eliminate certain routes. Since 1990,
the market in this region for aircraft on operating lease has demonstrated
significant growth rates and the recessionary conditions that are now expected
to prevail in large parts of the region for a significant period of time will
have an adverse impact on global aircraft demand.

     INABILITY TO TERMINATE LEASES OR REPOSSESS AIRCRAFT

     Airplanes Group's rights and remedies in the event of a default under each
lease include the right of the relevant lessor to terminate such lease and to
repossess the related Aircraft. If a defaulting lessee contests such termination
and repossession or is bankrupt or under court protection, however, it may be
difficult, expensive and time-consuming for Airplanes Group to enforce its
rights. As a consequence of the large number of jurisdictions Airplanes Group
leases its Aircraft to, it is likely that Airplanes Group will encounter
enforcement delays or difficulties in various jurisdictions. Airplanes Group may
incur direct costs associated with repossession of an Aircraft which include
legal and similar costs, the direct costs of returning the Aircraft to an
appropriate jurisdiction and any necessary maintenance to make the Aircraft
available for re-leasing or sale. Maintenance costs with respect to repossessed
aircraft may be significant. In particular, in the year ended March 31, 1999, in
connection with the recovery by Airplanes Group of possession of four Aircraft
from an Indonesian lessee significant expenditures were required in order to
restore such Aircraft to a suitable condition for re-lease. Repossession does
not necessarily imply an ability to export or deregister and profitably redeploy
the Aircraft. In cases where a lessee or other operator flies only domestic
routes, repossession may be more difficult, especially if the jurisdiction
permits the lessee to resist deregistration and the Aircraft is registered in
such jurisdiction. In addition, in connection with the repossession of an
aircraft, the aircraft owner may also find it necessary to pay debts secured by
outstanding Liens as well as, in certain jurisdictions, taxes to the extent not
paid by the lessee. Significant costs may also be incurred in retrieving or
recreating aircraft records in a repossession. Aircraft records are generally
required for obtaining a Certificate of Airworthiness for the Aircraft.

     Airplanes Group may suffer adverse consequences as a result of a lessee
default and the related termination of the lease and repossession of the related
Aircraft. Airplanes Group's exercise of its rights and remedies (including
repossession) upon a lessee default also may be subject to the limitations and
requirements of applicable law, including the need to obtain a court order for
repossession of the Aircraft and/or to obtain consents or approvals for
deregistration or re-export of the Aircraft. When a defaulting lessee is the
subject of a bankruptcy, protective administration, insolvency or similar event,
additional limitations and requirements may apply. Certain jurisdictions will
give rights to the trustee in bankruptcy or a similar officer to assume or
reject the lease or to assign it to a third party, or will entitle the lessee or
another third party to retain possession of the Aircraft (without performing the
obligations under the relevant lease) for a period that cannot be determined in
advance. Accordingly, in such circumstances, Airplanes Group may be delayed in,
or prevented from, enforcing certain of its rights under a lease and in
re-leasing the affected Aircraft. Further, the premature termination of leases
may, in certain circumstances, lead Airplanes Group to incur substantial swap
breakage costs under its agreements with Swap Providers ("Swap Agreements").

RISKS RELATING TO PAYMENTS ON THE CERTIFICATES

     FACTORS AFFECTING THE AMOUNT AND TIMING OF PAYMENTS UNDER THE CERTIFICATES

     The ability of Airplanes Group to re-lease Aircraft upon expiration or
termination of the related leases, as well as other events outside of Airplanes
Group's control, will affect payments on, and the weighted average lives of, the
Notes and, accordingly, the Certificates, and may therefore affect the yield on
the Certificates. Early terminations, whether as a result of lessee defaults or
otherwise, may cause Aircraft to be re-leased earlier and more frequently and at
lower rental rates than expected, and could adversely affect payments on
                                       23
<PAGE>   25

the Certificates. The exercise of purchase options by certain lessees (the
"Purchase Options") or the occurrence of termination events cannot be predicted
and may be influenced by a variety of economic and other factors, including
future interest rates and the availability and market value of aircraft at
future dates.

     CASH FLOW FROM AIRCRAFT AND LEASES UNPREDICTABLE; FAILURE OF ACTUAL
EXPERIENCE TO MATCH ASSUMPTIONS

     The expected repayment schedules of the Notes were arrived at on the basis
of certain assumptions. It is highly unlikely that the assumptions will be
consistent with Airplanes Group's experience for numerous reasons. Any inability
of Airplanes Group to find financially able and willing lessees of the Aircraft
at acceptable rental rates will affect the timing and amount of proceeds
realized from leases of Aircraft. In addition, other economic and political
factors, such as prevailing interest rates and the availability of credit and
market demand for aircraft rentals cannot be assured. Rental Payments, insurance
recoveries, Maintenance Reserve payments, expenses and liabilities will often be
dependent upon the actions of third parties, which are difficult to predict and
are generally not within Airplanes Group's control. Accordingly, collections and
other realizations with respect to certain leases and Aircraft could occur at
substantially different times and levels than anticipated and may not occur at
all. As a result, there can be no assurance that Airplanes Group will be able to
repay the initial outstanding principal balance on any class or subclass of the
Notes.

     SUBORDINATION PROVISIONS

     The Expenses and certain other payments are senior in priority of payment
to the Notes and will be paid out of funds on deposit in the Collection Account
before any payments are made on the Notes.

     EARLY REDEMPTION AND DEFEASANCE

     The Notes, and the corresponding Certificates, may be redeemed on any date
on which an interest payment is due, in whole or in part, at the applicable
redemption price, plus accrued but unpaid interest; provided, however, that
there shall have been paid in full all accrued and unpaid interest and other
amounts with respect to all subclasses and classes of Notes ranking equally or
prior to the Notes to be redeemed on such date. In addition, each class or
subclass of Notes may be redeemed in whole but not in part on any interest
payment date, without premium, upon the occurrence of certain adverse tax events
affecting Airplanes Group. Finally, all classes and subclasses of the Notes may
be redeemed or defeased, in whole, at the applicable redemption price plus
accrued and unpaid interest in the case of any subclass or class of Notes being
redeemed, in connection with any sale of all or substantially all of the assets
of Airplanes Group. Certain classes or subclasses of the Notes may be redeemed
at such time as other classes or subclasses of the Notes are being defeased.

INABILITY TO REFINANCE CERTAIN CERTIFICATES

     The Subclass A-4, A-7, and A-8 Certificates and the corresponding
subclasses of Notes are expected to reach their expected final payment dates
before Airplanes Group has received sufficient funds to pay all of the principal
on such Notes and the corresponding Certificates. Airplanes Group will attempt
to refinance each of the Subclass A-4, A-7 and A-8 Certificates with the net
cash proceeds realized from public offerings and sales by a trust of refinancing
certificates (the "Refinancing Certificates"). The Refinancing Certificates will
rank equally with the remaining outstanding subclasses of Class A Certificates
but their interest rate, average life, principal payment provisions, redemption
provisions and other economic terms will be determined by the Directors of
Airplanes Limited and the Controlling Trustees of Airplanes Trust at the time of
issuance and may be substantially different from those applicable to the
Certificates to be refinanced. No assurance can be given, however, as to
Airplanes Group's ability to refinance Certificates in this manner. Any attempt
to issue Refinancing Certificates may be adversely affected by conditions in the
capital markets generally or the market's then current perception of the
commercial aviation industry, the operating lease business or Airplanes Group in
particular. Any failure to sell Refinancing Certificates on acceptable terms at
the required times will result in failure to refinance the Subclass A-4, A-7 and
A-8 Certificates. This may increase the overall cost of borrowing, and may
affect the liquidity and market prices of the Certificates generally.

                                       24
<PAGE>   26

TAX RISKS

     Ownership of the Certificates entails certain risks with respect to the
application of Irish tax laws, United States federal tax laws, Jersey tax laws
and the tax laws of the jurisdictions in which the Transferred Companies and the
lessees are organized, reside or operate. In addition, the tax consequences of
the purchase of the Certificates depend to some extent upon an investor's
individual circumstances.

     Whether any of Airplanes Limited, Holding Co. or the Transferred Companies
will be subject to United States federal income tax may depend on the manner in
which the activities of the Servicer and Administrative Agent are performed for
Airplanes Limited, Holding Co. and the Transferred Companies and the application
of the recently ratified income tax treaty between the United States and Ireland
(the "Treaty"). There can be no assurance that the activities of the Servicer or
Administrative Agent will not expose Airplanes Limited, Holding Co. and the
Transferred Companies to United States federal income tax on their income.
Airplanes Limited, Holding Co. and the Transferred Companies, with the support
of the Irish authorities, have sought a ruling from the United States'
authorities under the Treaty to the effect that Airplanes Limited, Holding Co.
and the Transferred Companies would be deemed to meet certain requirements
necessary for eligibility for Treaty benefits. However, there can be no
assurance that Airplanes Limited, Holding Co. and the Transferred Companies
would not be subject to United States federal income tax on some or all of their
income under the Treaty and/or that their application to the United States
authorities will be successful.

     Airplanes Limited, Airplanes Trust and AeroUSA do not intend to be (and
have taken steps designed to ensure that they will not be) treated as doing
business in Ireland and, therefore, do not expect to be subject to Irish income
tax. However, if the operations of Airplanes Limited, Airplanes Trust or AeroUSA
differ from those intended or expected, Airplanes Limited or Airplanes Trust
could become subject to Irish taxes.

     IMPOSITION OF WITHHOLDING TAX

     Neither the Trustee nor Airplanes Group will make any additional payments
to Certificateholders in respect of any withholding or deduction required to be
made by applicable law with respect to payments made on either the Notes or the
Certificates. In the event that Airplanes Group is or will be required to make a
withholding or deduction, it will use reasonable efforts to avoid the
application of such withholding taxes and may in certain circumstances redeem
the Notes (which would result in repayment of the Certificates) in the event
such withholding taxes cannot be avoided. In the event any withholding taxes are
imposed with respect to the Notes and Airplanes Group does not redeem the Notes,
the net amount of interest received by the Trustee and passed through to the
Certificateholders will be reduced by the amount of the withholding or
deduction.

     LOSS OF CERTAIN IRISH TAX BENEFITS

     Airplanes Limited owns 95% of the capital stock of Holding Co. and the
remaining 5% is owned by GECAS. The 5% shareholding by GECAS is intended to
ensure that Holding Co. and certain other Transferred Companies will continue to
be entitled to certain corporate tax benefits for Shannon, Ireland certified
companies. If GECAS was to reduce or relocate its operations for any reason such
that it failed to maintain, among other things, certain employment levels in
Ireland or GECAS was to resign or be terminated in accordance with the terms of
the Servicing Agreement, then Holding Co. (and the other Irish tax resident
Transferred Companies) may become subject to Irish corporate taxation at general
Irish statutory rates (currently 28%) and may lose the ability to deduct
interest payments to Airplanes Limited from their income in computing their
liability to Irish tax. Such a loss of tax benefits would likely lead to a
downgrade in the then current rating on the Certificates and would have a
materially adverse effect on Airplanes Limited's ability to pay interest,
principal and premium, if any, on the Notes issued by Airplanes Limited.

     The Servicing Agreement sets out certain tax-related undertakings
(including maintaining minimum employment levels in Ireland) with respect to the
Servicer which are designed to maintain a favorable tax treatment in Ireland for
Holding Co. and the Irish tax resident Transferred Companies. In the event that
the Servicer fails to perform such undertakings and a material tax event occurs,
Airplanes Group's sole remedy
                                       25
<PAGE>   27

will be to terminate the Servicing Agreement and replace GECAS as the Servicer.
In such circumstances, there is no assurance that the Airplanes Group would be
able to find a servicer to replace GECAS.

     Upon the scheduled termination of the preferential tax rate on December 31,
2005, Holding Co. and the other Irish tax resident Transferred Companies will
become subject to Irish corporate tax on their net trading income at a 12 1/2%
rate as announced by the Minister for Finance of Ireland on December 3, 1997.
According to such announcement, non-trading income will be taxed at 25%. There
can be no assurance that the announced rates will be adopted as law in Ireland
or that, if adopted, such rates will not thereafter be changed. However,
assuming Holding Co. and the other Irish tax resident Transferred Companies
continue to be entitled to the benefit of the 10% corporate tax rate for
Shannon, Ireland certified companies until December 31, 2005, they will continue
to be able to deduct interest payments to Airplanes Limited in computing their
Irish income tax liability and will continue to be in a position to make such
interest payments without deduction for withholding beyond 2005.

THE AIRCRAFT, RELATED LEASES AND COLLATERAL

PORTFOLIO INFORMATION -- THE AIRCRAFT

     At March 31, 1999, Aircraft representing 93.99% by Appraised Value hold or
are capable of holding a noise certificate issued under Chapter 3 of Volume 1,
Part II of Annex 16 of the Chicago Convention (the "Chicago Convention") or have
been shown to comply with the Stage 3 noise levels set out in Section 36.5 of
Appendix C of Part 36 of the United States Federal Aviation Regulations ("Stage
3 aircraft") (assuming for this purpose that turboprop Aircraft are Stage 3
aircraft). The remaining 6.01% of the Aircraft by Appraised Value are of an
aircraft type that holds or is capable of holding a noise certificate issued
under Chapter 2 of the Chicago Convention or have been shown to comply with the
Stage 2 noise levels ("Stage 2 aircraft") and do not comply with the
requirements for a Stage 3 aircraft. Stage 2 aircraft are noisier than Stage 3
aircraft. A number of jurisdictions, including the E.U. and the United States,
have adopted or are in the process of adopting, noise regulations restricting
the future operation of aircraft that do not meet Stage 3 noise requirements.

     The following table sets forth the exposure of the Portfolio to certain
individual lessees, calculated as of March 31, 1999 by reference to the
Appraised Value of the Aircraft as of February 5, 1999.

<TABLE>
<CAPTION>
                                                               NUMBER OF   % OF PORTFOLIO BY
LESSEE(1)                                                      AIRCRAFT     APPRAISED VALUE
---------                                                      ---------   -----------------
<S>                                                            <C>         <C>
Varig.......................................................        3             6.29
Aerovias de Mexico S.A. de C.V. ("AEROMEXICO")..............       11             5.91
Canadian Airlines International Limited ("CANADIAN
  AIRLINES")................................................       13             5.54
Turk Hava Yollari A.O. ("THY")..............................        7             4.80
Burlington Air Express, Inc. ("BURLINGTON AIR").............       10             4.33
Aerovias Nacionales de Colombia S.A. ("AVIANCA")............        5             3.66
Compania Mexicana de Aviacion S.A. de C.V ("MEXICANA")......       10             3.61
Airtours International Airways Limited ("AIRTOURS").........        4             3.37
Transportes Aereos Regionais S.A. ("TAM")...................        8             3.25
Transbrasil.................................................        2             3.13
Air Espana S.A. ("AIR EUROPA")..............................        4             2.53
Spanair.....................................................        4             2.36
China Southern..............................................        4             2.23
Other (62 Lessees)..........................................      116            48.78
Off-Lease(2)................................................        1             0.21
                                                                  ---           ------
     Total..................................................      202           100.00
                                                                  ===           ======
</TABLE>

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

(1) Total number of Lessees = 75

(2) The Aircraft off-lease is the subject of a non-binding Letter of Intent for
    operating lease.

                                       26
<PAGE>   28

     The following table sets forth the exposure of Airplanes Group's portfolio
of Aircraft by type of aircraft, calculated by reference to the number of
Aircraft at March 31, 1999 and the Appraised Value of the Aircraft as of
February 5, 1999. For the purpose of the following table, turboprop Aircraft are
assumed to be Stage 3 aircraft.

<TABLE>
<CAPTION>
                                                         NUMBER OF               ENGINE   % OF PORTFOLIO BY
MANUFACTURER                     TYPE OF AIRCRAFT        AIRCRAFT    BODY TYPE   STAGE     APPRAISED VALUE
------------                     ----------------        ---------   ----------  ------   -----------------
<S>                              <C>                     <C>         <C>         <C>      <C>
Boeing (45.83%)................  727-200A                     2      Narrowbody     2            0.23
                                 737-200A                    27      Narrowbody     2            3.95
                                 737-200QC                    2      Narrowbody     2            0.44
                                 737-300                     10      Narrowbody     3            6.07
                                 737-400                     22      Narrowbody     3           15.93
                                 737-500                     11      Narrowbody     3            6.17
                                 747-200BC                    1      Widebody       3            1.05
                                 757-200                      3      Narrowbody     3            3.39
                                 767-200ER                    1      Widebody       3            1.41
                                 767-300ER                    4      Widebody       3            7.19
McDonnell Douglas (31.03%).....  DC8-71F                     18      Narrowbody     3            7.82
                                 DC8-73CF                     1      Narrowbody     3            0.56
                                 DC9-32                       6      Narrowbody     2            0.86
                                 DC9-51                       4      Narrowbody     2            0.52
                                 MD11                         3      Widebody       3            6.29
                                 MD82                         2      Narrowbody     3            1.00
                                 MD83                        23      Narrowbody     3           13.60
                                 MD87                         1      Narrowbody     3            0.38
Airbus (11.30%)................  A300-B4-100                  2      Widebody       3            0.30
                                 A300-B4-203                  2      Widebody       3            0.64
                                 A300-C4-203                  1      Widebody       3            0.44
                                 A320-200                    12      Narrowbody     3            9.92
Fokker (6.63%).................  F100                        16      Narrowbody     3            6.63
Bombardier De Havilland
  (4.40%)......................  DHC8-100                     5      Turboprop      3            0.77
                                 DHC8-102                     1      Turboprop      3            0.13
                                 DHC8-300                     6      Turboprop      3            1.40
                                 DHC8-300A                    9      Turboprop      3            2.10
Other (0.81%)..................  METRO-III                    3      Turboprop      3            0.11
                                 ATR42-300                    3      Turboprop      3            0.51
                                 ATR42-320                    1      Turboprop      3            0.19
                                                            ---
                                                            202
                                                            ===
</TABLE>

                                       27
<PAGE>   29

     The following table sets forth the exposure of the Portfolio as of March
31, 1999 to countries in which lessees are domiciled, calculated by reference to
the Appraised Value of the Aircraft at February 5, 1999.

<TABLE>
<CAPTION>
                                                                NUMBER OF    % OF PORTFOLIO BY
COUNTRY(1)                                                      AIRCRAFT      APPRAISED VALUE
----------                                                      ---------    -----------------
<S>                                                             <C>          <C>
Brazil......................................................        16             14.37
United States...............................................        26             10.61
Mexico......................................................        21              9.52
Turkey......................................................        13              8.89
Canada......................................................        13              5.54
Colombia....................................................         9              5.14
Spain.......................................................         8              4.89
United Kingdom..............................................         9              4.73
Italy.......................................................         6              3.66
China.......................................................         6              3.59
Sweden......................................................         2              2.96
Ireland.....................................................         6              2.75
Chile.......................................................         8              2.74
Other Countries (27 countries)..............................        58             20.40
Off-Lease(2)................................................         1              0.21
                                                                   ---            ------
     Total..................................................       202            100.00
                                                                   ===            ======
</TABLE>

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

(1) Total number of countries = 40

(2) The Aircraft off-lease is the subject of a non-binding Letter of Intent for
    operating lease.

     The following table sets forth the exposure of the Portfolio by regions in
which lessees are domiciled, calculated by reference to number of Aircraft as of
March 31, 1999 and the Appraised Value of the Aircraft as of February 5, 1999.

<TABLE>
<CAPTION>
                                                                NUMBER OF    % OF PORTFOLIO BY
REGION                                                          AIRCRAFT      APPRAISED VALUE
------                                                          ---------    -----------------
<S>                                                             <C>          <C>
Europe (excluding CIS Countries)............................        64             36.22
Latin America...............................................        70             34.76
North America...............................................        39             16.15
Asia & Far East.............................................        16              9.36
Africa......................................................         3              1.60
Others (including CIS Countries)............................         5              1.42
Australia & New Zealand.....................................         4              0.28
Off-Lease(1)................................................         1              0.21
                                                                   ---            ------
     Total..................................................       202            100.00
                                                                   ===            ======
</TABLE>

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

(1) The Aircraft off-lease is the subject of a non-binding Letter of Intent for
    operating lease.

                                       28
<PAGE>   30

     The following table sets forth the exposure of the Portfolio by year of
aircraft manufacture or conversion to freighter, calculated as of March 31, 1999
by reference to the Appraised Value of the Aircraft as of February 5, 1999.

<TABLE>
<CAPTION>
                                                               NUMBER OF   % OF PORTFOLIO BY
YEAR OF MANUFACTURER/FREIGHTER CONVERSION                      AIRCRAFT     APPRAISED VALUE
-----------------------------------------                      ---------   -----------------
<S>                                                            <C>         <C>
1988........................................................       15             5.23
1989........................................................        9             4.59
1990........................................................       19             9.91
1991........................................................       43            23.52
1992........................................................       53            39.85
1993........................................................        7             3.42
Other.......................................................       56            13.48
                                                                  ---           ------
  Total.....................................................      202           100.00
                                                                  ===           ======
</TABLE>

     The following table sets forth the exposure of the Portfolio by seat
category calculated as of March 31, 1998 by reference to the Appraised Value as
of January 23, 1998.

<TABLE>
<CAPTION>
                                                                      NUMBER OF   % OF PORTFOLIO BY
SEAT CATEGORY    AIRCRAFT TYPES                                       AIRCRAFT     APPRAISED VALUE
-------------    --------------                                       ---------   -----------------
<S>              <C>                                                  <C>         <C>
less than 51     DHC8, Metro-III, ATR42............................       28             5.20
91-120           B737-200, B737-500, DC9-32/51, MD87, F100.........       65            18.51
121-170          B727-200,B737-300/400, MD82/83, A320-200..........       71            46.76
171-240          B757-200, B767-200ER..............................        4             4.80
241-350          B767-300ER, MD11, A300............................       12            14.86
Freighter        B747-200SF, B737-200C, DC8-71F/73CF...............       22             9.87
                                                                         ---           ------
                                                                         202           100.00
                                                                         ===           ======
</TABLE>

                                       29
<PAGE>   31

Further particulars of the Portfolio as of March 31, 1999 (except for Appraised
   Values which are as of February 5, 1999) are contained in the table below.

                       AIRPLANES GROUP PORTFOLIO ANALYSIS
<TABLE>
<CAPTION>

                                                                                        AIRCRAFT         ENGINE       SERIAL
REGION                 COUNTRY                   LESSEE                                   TYPE        CONFIGURATION   NUMBER
------                 -------                   ------                               -------------  ---------------  ------
<S>                    <C>                       <C>                                  <C>            <C>              <C>
Africa                 Tunisia                   Nouvelair Tunisie                    MD83           JT8D-219         49442
                       Tunisia                   Nouvelair Tunisie                    MD83           JT8D-219         49624
                       Tunisia                   Nouvelair Tunisie                    MD83           JT8D-219         49672
Asia & Far East        China                     China Southern                       B737-500       CFM56-3C1        24897
                       China                     China Southern                       B737-500       CFM56-3C1        25182
                       China                     China Southern                       B737-500       CFM56-3C1        25183
                       China                     China Southern                       B737-500       CFM56-3C1        25188
                       China                     Xiamen                               B737-200QC     JT8D-17A         23066
                       China                     Xinjiang                             B757-200       RB211-535E4-37   26156
                       India                     Jet Airways                          B737-400       CFM56-3C1        24345
                       India                     Jet Airways                          B737-400       CFM56-3C1        24687
                       India                     Jet Airways                          B737-500       CFM56-3C1        25191
                       Indonesia                 PT Mandala Airlines                  B737-200A      JT8D-17A         23023
                       Malaysia                  Air Asia                             B737-300       CFM56-3C1        24907
                       Pakistan                  Pakistan Int. Airline                A300-B4-203    CF6-50C2           269
                       Philippines               Philippine Airlines                  B737-300       CFM56-3B1        24770
                       South Korea               Asiana Airlines                      B737-400       CFM56-3C1        24493
                       South Korea               Asiana Airlines                      B737-400       CFM56-3C1        24520
                       Taiwan                    Far Eastern Air Transport            MD83           JT8D-219         49950
Australia & New        Australia                 National Jet Systems                 DHC8-100       PW121              229
 Zealand
                       New Zealand               Air Nelson                           METRO-III      TPE331-11          705
                       New Zealand               Air Nelson                           METRO-III      TPE331-11          711
                       New Zealand               Air Nelson                           METRO-III      TPE331-11          712
Europe                 Austria                   Rheintalflug                         DHC8-300       PW123              307
                       France                    Air France                           A320-200       CFM56-5A3          203
                       France                    Air France                           A320-200       CFM56              220
                       France                    Air Liberte S.A.                     MD83           JT8D-219         49943
                       Germany                   Estago Anlagen-Vermietungs           MD83           JT8D-219         49620
                       Hungary                   Malev                                B737-200A      JT8D-17A         22803
                       Hungary                   Malev                                B737-200A      JT8D-17A         22804
                       Hungary                   Malev                                B737-400       CFM56-3C1        26069
                       Hungary                   Malev                                B737-400       CFM56-3C1        26071
                       Ireland                   Aer Lingus                           B737-400       CFM56-3C1        24689
                       Ireland                   Aer Lingus                           B737-400       CFM56-3C1        24690
                       Ireland                   Aer Lingus                           B737-400       CFM56-3C1        25180
                       Ireland                   Transaer International               A300-B4-100    CF6-50C2            12
                       Ireland                   Transaer International               A300-B4-100    CF6-50C2            20
                       Ireland                   Transaer International               A300-B4-203    CF6-50C2           131
                       Israel                    Aeroel Airways                       DHC8-300A      PW123              266
                       Israel                    Aeroel Airways                       DHC8-300A      PW123              267
                       Italy                     Air One SpA                          B737-300       CFM56-3C1        25179
                       Italy                     Air One SpA                          B737-300       CFM56-3C1        25187
                       Italy                     Eurofly                              MD83           JT8D-219         49390
                       Italy                     Eurofly                              MD83           JT8D-219         49631
                       Italy                     Meridiana SpA                        MD83           JT8D-219         49792
                       Italy                     Meridiana SpA                        MD83           JT8D-219         49935
                       Netherlands               Schreiner Airways                    DHC8-300       PW123              232
                       Netherlands               Schreiner Airways                    DHC8-300A      PW123              276
                       Netherlands               Schreiner Airways                    DHC8-300A      PW123              283
                       Netherlands               Schreiner Airways                    DHC8-300A      PW123              298
                       Netherlands               Schreiner Airways                    DHC8-300A      PW123              300
                       Netherlands               Transavia                            B737-300       CFM56-3C1        24905
                       Norway                    Wideroe's Flyveselskap a/s           DHC8-300       PW123              293

<CAPTION>
                                        APPRAISED
                                        VALUE AT
                          DATE OF      FEBRUARY 5,
                       MANUFACTURE/       1999
REGION                  CONVERSION     (US$000'S)
------                 -------------   -----------
<S>                    <C>             <C>
Africa                  29-Apr-87          17,843
                        1-Aug-88           19,040
                        1-Jul-88           19,110
Asia & Far East         26-Feb-91          18,383
                        3-Feb-92           19,937
                        14-Feb-92          19,896
                        12-Mar-92          19,905
                        9-Dec-83            8,037
                        25-Nov-92          39,296
                        1-Jun-89           24,201
                        25-May-90          25,043
                        10-Apr-92          19,742
                        30-Mar-83           6,621
                        1-Mar-91           23,420
                        11-Aug-83          11,710
                        1-Oct-90           21,551
                        14-Jul-89          23,186
                        21-Dec-89          23,877
                        1-Nov-91           22,480
Australia & New         1-Sep-90            5,920
 Zealand
                        1-Aug-88            1,273
                        1-Mar-88            1,270
                        1-Jun-88            1,250
Europe                  1-Dec-91            8,120
                        1-Sep-91           28,103
                        1-Sep-91           28,630
                        1-Jul-91           22,307
                        1-Jul-88           18,678
                        14-Feb-83           6,399
                        1-Feb-83            6,374
                        2-Nov-92           26,895
                        13-Nov-92          26,882
                        3-Jul-90           24,517
                        1-Jul-90           24,642
                        21-Jan-92          25,930
                        20-May-75           5,193
                        1-Oct-75            5,393
                        7-Feb-81           10,630
                        20-Mar-91           8,108
                        4-Apr-91            8,087
                        12-Feb-92          24,596
                        14-Mar-92          24,279
                        1-Apr-86           17,664
                        14-Jun-89          19,467
                        1-Nov-89           20,338
                        26-Sep-90          21,829
                        20-Oct-90           7,385
                        13-May-91           8,084
                        1-Sep-91            8,058
                        1-Apr-92            8,411
                        1-Apr-92            8,401
                        1-Feb-91           23,380
                        1-Oct-91            8,242
</TABLE>

                                       30
<PAGE>   32
<TABLE>
<CAPTION>

                                                                                        AIRCRAFT         ENGINE       SERIAL
REGION                 COUNTRY                   LESSEE                                   TYPE        CONFIGURATION   NUMBER
------                 -------                   ------                               -------------  ---------------  ------
<S>                    <C>                       <C>                                  <C>            <C>              <C>
                       Norway                    Wideroe's Flyveselskap a/s           DHC8-300       PW123              342
                       Spain                     Air Europa                           B737-300       CFM56-3B2        23749
                       Spain                     Air Europa                           B737-300       CFM56-3B2        23923
                       Spain                     Air Europa                           B737-400       CFM56-3C1        24906
                       Spain                     Air Europa                           B737-400       CFM56-3C1        24912
                       Spain                     Spanair                              MD83           JT8D-219         49626
                       Spain                     Spanair                              MD83           JT8D-219         49709
                       Spain                     Spanair                              MD83           JT8D-219         49936
                       Spain                     Spanair                              MD83           JT8D-219         49938
                       Sweden                    Britannia Airways AB                 B757-200       RB2110-535E4-37  26151
                       Sweden                    SAS                                  B767-300ER     PW4060           25411
                       Switzerland               Edelweiss Air AG                     MD83           JT8D-219         49951
                       Turkey                    Istanbul                             B737-400       CFM56-3C1        24683
                       Turkey                    Istanbul                             B737-400       CFM56-3C1        24691
                       Turkey                    MNG Airlines                         A300-C4-203    CF6-50C2            83
                       Turkey                    Pegasus                              B737-400       CFM56-3C1        24684
                       Turkey                    Pegasus                              B737-400       CFM56-3C1        26081
                       Turkey                    Sun Express                          B737-400       CFM56-3C1        25190
                       Turkey                    Turk Hava Yollari                    B737-400       CFM56-3C1        24917
                       Turkey                    Turk Hava Yollari                    B737-400       CFM56-3C1        25181
                       Turkey                    Turk Hava Yollari                    B737-400       CFM56-3C1        25184
                       Turkey                    Turk Hava Yollari                    B737-400       CFM56-3C1        25261
                       Turkey                    Turk Hava Yollari                    B737-500       CFM56-3C1        25288
                       Turkey                    Turk Hava Yollari                    B737-500       CFM56-3C1        25289
                       Turkey                    Turk Hava Yollari                    B737-400       CFM56-3C1        26065
                       United Kingdom            Airtours International               A320-200       CFM56              294
                       United Kingdom            Airtours International               A320-200       CFM56              301
                       United Kingdom            Airtours International               A320-200       CFM56              348
                       United Kingdom            Airtours International               A320-200       CFM56-5A3          349
                       United Kingdom            British Midland                      B737-500       CFM56-3C1        25185
                       United Kingdom            Brymon Airways                       DHC8-300A      PW123              296
                       United Kingdom            Brymon Airways                       DHC8-300       PW123              334
                       United Kingdom            Titan Airways                        ATR42-300      PW120              109
                       United Kingdom            Titan Airways                        ATR42-300      PW120              113
Latin America          Antigua                   Liat                                 DHC8-102       PW120-A            113
                       Antigua                   Liat                                 DHC8-100       PW120-A            140
                       Antigua                   Liat                                 DHC8-100       PW120-A            144
                       Antigua                   Liat                                 DHC8-100       PW120-A            270
                       Argentina                 Aerolineas Argentinas                B737-200A      JT8D-17          21192
                       Argentina                 LAPA                                 B737-200A      JT8D-17          21193
                       Argentina                 LAPA                                 B737-200A      JT8D-17          21196
                       Argentina                 LAPA                                 B737-200A      JT8D-15          22278
                       Argentina                 LAPA                                 B737-200A      JT8D-15          22368
                       Argentina                 LAPA                                 B737-200A      JT8D-15          22369
                       Argentina                 LAPA                                 B737-200A      JT8D-15          22633
                       Argentina                 LAPA                                 B737-200QC     JT8D-17A         23065
                       Brazil                    Rio Sul                              B737-500       CFM56-3C1        25186
                       Brazil                    Rio Sul                              B737-500       CFM56-3C1        25192
                       Brazil                    Rio Sul                              B737-500       CFM56-3C1        26075
                       Brazil                    TAM (Meridionais)                    F100           TAY650-15        11284
                       Brazil                    TAM (Meridionais)                    F100           TAY650-15        11285
                       Brazil                    TAM                                  F100           TAY650-15        11304
                       Brazil                    TAM                                  F100           TAY650-15        11305
                       Brazil                    TAM                                  F100           TAY650-15        11336
                       Brazil                    TAM (Meridionais)                    F100           TAY650-15        11347
                       Brazil                    TAM (Meridionais)                    F100           TAY650-15        11348
                       Brazil                    TAM                                  F100           TAY650-15        11371
                       Brazil                    Transbrasil                          B767-300ER     PW4060           24948
                       Brazil                    Transbrasil                          B767-200ER     PW4056           25421

<CAPTION>
                                        APPRAISED
                                        VALUE AT
                          DATE OF      FEBRUARY 5,
                       MANUFACTURE/       1999
REGION                  CONVERSION     (US$000'S)
------                 -------------   -----------
<S>                    <C>             <C>
                        1-Dec-92            8,921
                        1-May-87           18,801
                        1-Apr-88           20,057
                        24-Feb-91          24,561
                        14-Jun-91          25,007
                        22-Oct-88          19,278
                        1-Dec-88           19,219
                        6-Oct-90           22,724
                        1-Dec-90           21,457
                        23-Jul-92          40,413
                        15-Jan-92          63,059
                        25-Aug-91          21,679
                        7-Aug-90           24,418
                        9-Aug-90           24,525
                        1-May-79           15,520
                        1-Apr-90           24,519
                        10-Mar-93          27,790
                        7-Apr-92           26,404
                        24-Jun-91          24,999
                        3-Feb-92           26,322
                        2-Mar-92           25,847
                        9-Apr-92           25,988
                        16-Jun-92          19,363
                        12-Jun-92          19,373
                        1-May-92           26,064
                        2-Apr-92           29,630
                        22-Apr-92          29,401
                        17-Jun-92          29,052
                        30-Oct-92          29,680
                        18-Feb-92          19,741
                        1-Oct-91            8,239
                        8-Oct-92            8,881
                        14-Oct-88           5,488
                        18-Nov-88           5,524
Latin America           1-Sep-88            4,397
                        1-Mar-89            4,515
                        1-Mar-89            5,052
                        1-May-91            5,536
                        1-Mar-76            4,346
                        1-Jul-76            4,522
                        1-Jul-76            4,512
                        19-Mar-80           5,463
                        1-Sep-80            5,658
                        1-Sep-80            5,838
                        1-Mar-81            6,868
                        15-Oct-96           7,447
                        11-Mar-92          19,664
                        14-Apr-92          19,671
                        23-Oct-92          19,960
                        31-Jul-90          13,265
                        1-Aug-90           13,242
                        27-Feb-91          14,045
                        19-Apr-91          14,290
                        5-Jun-91           14,534
                        1-Oct-91           15,124
                        6-Aug-91           14,325
                        19-Dec-91          15,023
                        19-Jul-91          60,297
                        14-Jan-92          49,330
</TABLE>

                                       31
<PAGE>   33
<TABLE>
<CAPTION>

                                                                                        AIRCRAFT         ENGINE       SERIAL
REGION                 COUNTRY                   LESSEE                                   TYPE        CONFIGURATION   NUMBER
------                 -------                   ------                               -------------  ---------------  ------
<S>                    <C>                       <C>                                  <C>            <C>              <C>
                       Brazil                    VARIG                                MD11           CF6-80C2-D1F     48499
                       Brazil                    VARIG                                MD11           CF6-80C2-D1F     48500
                       Brazil                    VARIG                                MD11           CF6-80C2-D1F     48501
                       Chile                     Fast Air                             DC8-71F        CFM56-2C1        45810
                       Chile                     Aircraft International Leasing Ltd   DC8-71F        CFM56-2C1        45970
                       Chile                     Aircraft International Leasing Ltd   DC8-71F        CFM56-2C1        45976
                       Chile                     Aircraft International Leasing Ltd   DC8-71F        CFM56-2C1        45996
                       Chile                     Aircraft International Leasing Ltd   DC8-71F        CFM56-2C1        45997
                       Chile                     Lan Chile Airlines                   B737-200A      JT8D-15          22397
                       Chile                     Lan Chile Airlines                   B737-200A      JT8D-17A         22407
                       Chile                     Lan Chile Airlines                   B737-200A      JT8D-17A         23024
                       Colombia                  ACES                                 ATR42-320      PW121-5A1          284
                       Colombia                  Avianca                              B757-200       RB211-535E4-37   26154
                       Colombia                  Avianca                              MD83           JT8D-219         49939
                       Colombia                  Avianca                              MD83           JT8D-219         49946
                       Colombia                  Avianca                              MD83           JT8D-219         53120
                       Colombia                  Avianca                              MD83           JT8D-219         53125
                       Colombia                  Tampa                                DC8-71F        CFM56-2C1        45849
                       Colombia                  Tampa                                DC8-71F        CFM56-2C1        46066
                       Colombia                  Tampa                                DC8-71F        CFM56-2C1        45945
                       Mexico                    Aeromexico                           B767-300ER     PW4060           26200
                       Mexico                    Aeromexico                           B767-300ER     PW4060           26204
                       Mexico                    Aeromexico                           DC9-32         JT8D-17          48125
                       Mexico                    Aeromexico                           DC9-32         JT8D-17          48126
                       Mexico                    Aeromexico                           DC9-32         JT8D-17          48127
                       Mexico                    Aeromexico                           DC9-32         JT8D-17          48128
                       Mexico                    Aeromexico                           DC9-32         JT8D-17          48129
                       Mexico                    Aeromexico                           DC9-32         JT8D-17          48130
                       Mexico                    Aeromexico                           MD82           JT8D-217         49660
                       Mexico                    Aeromexico                           MD82           JT8D-217A        49667
                       Mexico                    Aeromexico                           MD87           JT8D-219         49673
                       Mexico                    Mexicana                             F100           TAY650-15        11266
                       Mexico                    Mexicana                             F100           TAY650-15        11309
                       Mexico                    Mexicana                             F100           TAY650-15        11319
                       Mexico                    Mexicana                             F100           TAY650-15        11339
                       Mexico                    Mexicana                             F100           TAY650-15        11374
                       Mexico                    Mexicana                             F100           TAY650-15        11375
                       Mexico                    Mexicana                             F100           TAY650-15        11382
                       Mexico                    Mexicana                             F100           TAY650-15        11384
                       Mexico                    Mexicana                             B727-200A      JT8D-17R         21346
                       Mexico                    Mexicana                             B727-200A      JT8D-17R         21600
                       Netherlands Antilles      ALM                                  DHC8-300C      PW123              230
                       Netherlands Antilles      ALM                                  DHC8-300C      PW123              242
                       Peru                      Aerosanta(2)                         B737-200A      JT8D-17          21206
                       Trinidad & Tobago         BWIA International                   MD83           JT8D-219         49789
North America          Canada                    Canadian Airlines                    A320-200       CFM56-5A1          174
                       Canada                    Canadian Airlines                    A320-200       CFM56-5A1          175
                       Canada                    Canadian Airlines                    A320-200       CFM56-5A1          232
                       Canada                    Canadian Airlines                    A320-200       CFM56-5A1          284
                       Canada                    Canadian Airlines                    A320-200       CFM56-5A1          309
                       Canada                    Canadian Airlines                    A320-200       CFM56-5A1          404
                       Canada                    Canadian Airlines(1)                 B737-200A      JT8D-9A          20922
                       Canada                    Canadian Airlines(1)                 B737-200A      JT8D-9A          20958
                       Canada                    Canadian Airlines(1)                 B737-200A      JT8D-9A          20959
                       Canada                    Canadian Airlines(1)                 B737-200A      JT8D-9A          21115
                       Canada                    Canadian Airlines(1)                 B737-200A      JT8D-9A          21639
                       Canada                    Canadian Airlines(1)                 B737-200A      JT8D-9A          21712
                       Canada                    Canadian Airlines(1)                 B737-200A      JT8D-9A          22873
                       United States of America  Allegheny Airlines                   DHC8-100       PW121              258

<CAPTION>
                                        APPRAISED
                                        VALUE AT
                          DATE OF      FEBRUARY 5,
                       MANUFACTURE/       1999
REGION                  CONVERSION     (US$000'S)
------                 -------------   -----------
<S>                    <C>             <C>
                        31-Dec-91          71,527
                        1-Mar-92           73,717
                        1-Sep-92           74,714
                        9-Apr-92           15,067
                        15-Oct-92          15,411
                        10-Aug-91          15,553
                        29-Oct-92          15,500
                        7-Dec-93           15,537
                        1-Feb-81            6,233
                        1-Sep-80            5,978
                        1-May-83            6,652
                        1-Jan-92            6,480
                        22-Sep-92          38,717
                        26-Oct-90          21,158
                        18-Jul-91          21,968
                        29-Jul-92          23,108
                        2-Apr-92           23,247
                        9-Mar-91           15,473
                        24-Apr-91          15,357
                        19-May-92          14,259
                        1-Sep-92           64,025
                        1-Oct-92           64,252
                        1-Apr-80            4,767
                        1-Apr-80            4,816
                        1-Jul-80            5,193
                        1-Aug-80            4,933
                        1-Nov-80            5,243
                        1-Dec-80            5,278
                        1-Mar-88           18,180
                        21-Jan-88          16,742
                        1-Dec-88           13,435
                        17-Aug-90          13,453
                        16-May-91          14,328
                        5-Apr-91           14,473
                        1-Jul-91           14,230
                        20-Jan-92          15,243
                        1-Dec-92           15,433
                        1-Jan-93           15,447
                        1-Jan-93           15,387
                        1-Oct-80            3,308
                        1-Nov-80            4,855
                        1-Feb-91            8,067
                        1-Nov-90            8,102
                        26-Feb-76           4,040
                        23-Sep-89          20,370
North America           1-Apr-91           27,541
                        1-Apr-91           27,494
                        1-Oct-91           27,907
                        9-Mar-92           29,143
                        13-May-92          28,981
                        1-Jan-94           31,569
                        1-Aug-74            1,552
                        1-Jan-75            1,773
                        1-Nov-74            1,773
                        1-Dec-75            2,273
                        1-Nov-78            3,208
                        1-Feb-79            3,587
                        1-Jul-82            6,945
                        1-Jan-91            5,928
</TABLE>

                                       32
<PAGE>   34
<TABLE>
<CAPTION>

                                                                                        AIRCRAFT         ENGINE       SERIAL
REGION                 COUNTRY                   LESSEE                                   TYPE        CONFIGURATION   NUMBER
------                 -------                   ------                               -------------  ---------------  ------
<S>                    <C>                       <C>                                  <C>            <C>              <C>
                       United States of America  America West                         B737-300       CFM56-3B1        23499
                       United States of America  America West                         B737-300       CFM56-3B1        23500
                       United States of America  Burlington Air Express               DC8-71F        CFM56-2C1        45811
                       United States of America  Burlington Air Express               DC8-71F        CFM56-2C1        45813
                       United States of America  Burlington Air Express               DC8-71F        CFM56-2C1        45946
                       United States of America  Burlington Air Express               DC8-71F        CFM56-2C1        45971
                       United States of America  Burlington Air Express               DC8-71F        CFM56-2C1        45973
                       United States of America  Burlington Air Express               DC8-71F        CFM56-2C1        45978
                       United States of America  Burlington Air Express               DC8-71F        CFM56-2C1        45993
                       United States of America  Burlington Air Express               DC8-71F        CFM56-2C1        45994
                       United States of America  Burlington Air Express               DC8-71F        CFM56-2C1        45998
                       United States of America  Burlington Air Express               DC8-71F        CFM56-2C1        46065
                       United States of America  DHL Airways                          DC8-73CF       CFM56-2C1        46091
                       United States of America  Frontier                             B737-300       CFM56-3B1        23177
                       United States of America  Hawaiian Airlines                    DC9-51         JT8D-17          47742
                       United States of America  Hawaiian Airlines                    DC9-51         JT8D-17          47784
                       United States of America  Hawaiian Airlines                    DC9-51         JT8D-17          47796
                       United States of America  Hawaiian Airlines                    DC9-51         JT8D-17          48122
                       United States of America  Idefix                               ATR42-300      PW120              249
                       United States of America  Reno Air                             MD-83          JT8D-219         49941
                       United States of America  Reno Air                             MD-83          JT8D-219         49949
                       United States of America  Tower Air(1)                         B747-200BC     JT9D-7Q          21730
                       United States of America  TWA                                  MD83           JT8D-219         49575
                       United States of America  Vanguard Airlines                    B737-200A      JT8D-15          21735
                       United States of America  Vanguard Airlines                    B737-200A      JT8D-15          22979
Others                 Cyprus                    Fornax Aircraft Leasing              B737-200A      JT8D-17          21685
                       Czech Republic            Travel Servis                        B737-400       CFM56-3C1        24911
                       Kazakstan                 Air Kazakstan                        B737-200A      JT8D-15          22090
                       Ukraine                   Aerosweet Airlines                   B737-200A      JT8D-15          22453
                       Ukraine                   Ukraine International                B737-200A      JT8D-17A         22802
Off Lease                                        Off Lease(3)                         DHC8-300       PW123              244

<CAPTION>
                                        APPRAISED
                                        VALUE AT
                          DATE OF      FEBRUARY 5,
                       MANUFACTURE/       1999
REGION                  CONVERSION     (US$000'S)
------                 -------------   -----------
<S>                    <C>             <C>
                        1-Jun-86           19,447
                        1-Jun-86           19,347
                        30-May-91          14,967
                        28-Apr-92          15,587
                        23-Apr-92          15,043
                        13-Feb-92          14,897
                        27-Feb-92          14,833
                        23-Apr-93          15,487
                        23-Jun-93          15,327
                        1-Sep-94           15,017
                        21-May-93          14,685
                        12-Jan-92          15,553
                        1-Dec-89           19,656
                        1-Apr-86           17,398
                        1-Jun-77            4,153
                        1-May-79            4,293
                        1-Apr-79            4,635
                        26-Jan-81           5,194
                        1-Jun-91            6,736
                        1-Dec-90           21,510
                        5-Aug-91           22,422
                        7-Jun-79           36,806
                        1-Oct-87           19,064
                        1-Jun-79            6,037
                        1-Mar-83            7,232
Others                  1-Jan-79            5,580
                        1-Apr-91           25,675
                        1-May-80            6,594
                        1-Mar-81            5,819
                        1-Feb-83            6,142
Off Lease               1-Dec-90            7,492
                                        ---------
                                        3,498,439
                                        =========
</TABLE>

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

Note:

(1) Aircraft Lease Receivable Book Values are used for the Aircraft subject to
    Finance Leases (8 in total) rather than the Appraised Values of these
    Aircraft.

(2) This Aircraft became subject to a contract for sale, and was delivered to
    the purchaser subsequent to March 31, 1999.

(3) The Aircraft became subject to a non-binding Letter of Intent for operating
    lease subsequent to March 31, 1999.

(4) The following table sets forth the date of original manufacture for the
    Aircraft that were converted to freighter Aircraft:

<TABLE>
<CAPTION>
                                     DATE OF
SERIAL NO.                         MANUFACTURE
----------                         -----------
<S>                                <C>
45810............................    May-67
45811............................    Aug-67
45813............................    Jan-67
45849............................    Apr-67
45945............................    Mar-68
45946............................    Mar-68
45970............................    Mar-68
45971............................    May-68
45973............................    May-68
45976............................    Jul-68
</TABLE>

<TABLE>
<CAPTION>
                                     DATE OF
SERIAL NO.                         MANUFACTURE
----------                         -----------
<S>                                <C>
45978............................    Jul-68
45993............................    Aug-68
45994............................    Aug-68
45996............................    Oct-68
45997............................    Oct-68
45998............................    Oct-68
46065............................    Jun-69
46066............................    Jun-69
46091............................    Apr-70
</TABLE>

                                       33
<PAGE>   35

APPRAISALS

     The Appraisers have provided Appraisals (without physical inspection) of
the value of each of the Aircraft at normal utilization rates in an open,
unrestricted and stable market as of February 5, 1999, adjusted to account for
the reported maintenance standard of the Aircraft. The Appraisals do not reflect
the value of the leases, Maintenance Reserves, Security Deposits or other
Related Collateral, if any. The Appraisals explain the methodology used to
determine the values for the Aircraft. Based on the Appraisals, the aggregate
Base Values calculated by each of the three Appraisers based on a Portfolio of
202 Aircraft are $3,591 million in the case of BK Associates, Inc., $3,600
million in the case of Aircraft Information Services, Inc. and $3,304 million in
the case of Airclaims Limited. The aggregate Appraised Value of the Aircraft is
$3,498 million, which is approximately $6 million lower than the average of the
aggregate Base Values calculated by the three Appraisers because Aircraft
subject to finance leases have been included in the computation of the Appraised
Value of the Portfolio at Airplanes Group's net book value (which represents the
value of amounts payable by the finance lessees) rather than the Aircraft's Base
Value. Airplanes Group believes that, due to current excess supply of certain
aircraft in the market, including in particular certain turboprop, Stage 2 and
older wide-body aircraft, the value of the Aircraft in the current market (as
compared with the "stable market environment with a reasonable balance of supply
and demand" and the other factors assumed in the determination of Base Value) is
less than, and is likely to be substantially less than, the Appraised Value.
Furthermore, neither the Appraised Value nor the value of the Aircraft in the
current market should be relied upon as a measure of the realizable value of the
Aircraft. If it were necessary to dispose of Aircraft in a distress situation,
and particularly if a large number of Aircraft were required to be sold, the
proceeds from such a sale would be substantially less than even the value in the
current market. However, Airplanes Group does not expect to have to sell
Aircraft to provide for payment of principal and interest on the Notes, and does
not anticipate conducting any distress sales. Nevertheless, there can be no
assurance that Airplanes Group would not have to sell one or more Aircraft in a
distress sale situation at prices significantly less than their Appraised Value.

     Rental rates and aircraft values depend on a number of factors that are not
within the control of Airplanes Group. See "-- Risk Factors -- Aircraft Risks --
Cyclicality of Supply of and Demand for Aircraft" and "-- Risk of Decline in
Aircraft Values" and "-- Risks Relating to the Leases -- Risk of Decline in
Rental Rates" above.

     The standards of maintenance observed by the lessees and the condition of
the Aircraft at the time of sale or re-lease may also affect the rental rates
and values of the Aircraft. Under each existing lease, it is the responsibility
of the lessee to maintain the Aircraft and to comply with all governmental
requirements applicable to such lessee or the Aircraft, including, without
limitation, operational, maintenance and registration requirements, and, in most
cases, manufacturer recommendations, although in certain cases the lessor has
agreed to participate in the cost of certain required modifications to the
Aircraft. For a description of general economic and industry specific factors
affecting rental rates and aircraft values, as well as certain risks associated
with a lessee's failing to perform its obligations under a lease, see "-- Risk
Factors -- Aircraft Risks -- Cyclicality of Supply of and Demand for Aircraft"
and "-- Risk of Decline in Aircraft Values" and "-- Risks Relating to the Leases
-- Risk of Decline in Rental Rates" and "-- Failure to Perform Aircraft
Maintenance" above.

THE LEASES

     GENERAL

     All leases are managed by the Servicer pursuant to the Servicing Agreement.

     There is a reasonable degree of standardization in Airplanes Group's
existing lease documentation although variations do exist as a result of lessee
negotiation. Under the majority of the existing leases, the lessee is
responsible for all operating expenses, including maintenance, fuel, crews,
airport and navigation charges, taxes, licenses, registration and insurance,
including public liability insurance as described below.

                                       34
<PAGE>   36

     Each Airplanes Group current lease requires the lessee to make periodic
Rental Payments during the lease term. The majority of current leases had an
original term in excess of five years and certain existing leases include
options for the lessee or the lessor to extend the term of the lease with Rental
Payments either similar to the rent payable during the original term or at
future market rates. Substantially all existing Airplanes Group lessees are
required to make payments to the relevant lessor without set-off or
counterclaim, and most existing leases include an obligation of the relevant
lessee to gross-up payments under such lease where payments are subject to
withholding and other taxes.

     Each Airplanes Group existing lease specifies certain provisions regarding
the rights and remedies of the lessor in the event of a default by the relevant
lessee in the performance of its financial or other obligations under such
lease. These remedies include the right to terminate the lease and/or to
repossess the Aircraft. Depending on the jurisdiction, the rights of the lessor
may be significantly impaired if there is an event of default due to the
relevant lessee's bankruptcy, as a result of, inter alia, extended mandatory
waiting periods between default and repossession, or reductions in the amount
of, or delays in the receipt of, payments under the lease.

     MAINTENANCE

     The leases contain detailed provisions specifying maintenance standards and
the required conditions of Aircraft upon redelivery and these conditions must
generally be met at the lessee's expense. During the term of each lease,
Airplanes Group requires the lessee to maintain the applicable Aircraft in
accordance with a maintenance program approved by the state of registration.

     Certain of the leases require the lessee to pay cash Maintenance Reserves
(approximately 56% of the leases by Appraised Value) or to provide maintenance
letters of credit or guarantees (approximately 9% of the leases by Appraised
Value) or a combination of both (approximately 4% of the leases by Appraised
Value). With respect to other leases, there is a specific redelivery condition
whereby the lessor relies on the credit of the lessee and the ability of the
lessee to comply with the maintenance requirements.

     At least 90% of the leases provide for the Aircraft to be redelivered in a
specified condition upon expiration of the lease and/or stipulate the payments
to be made by the lessee to the lessor or, in certain cases, by the lessor to
the lessee to reflect the extent to which the actual redelivery condition of the
Aircraft falls below or exceeds the redelivery condition specified in the lease.

     Heavy maintenance on significant components of an Aircraft, such as the
airframe and the engines, is generally required to be performed on a cycle of
several years and the cost of such maintenance may be material in relation to
the value of the Aircraft, with the overhaul of a single such component often
exceeding $1 million. Pursuant to the leases, if and when an Aircraft is
transferred from one lessee to another between maintenance overhauls, the
transferring lessee is generally required to pay for that portion of the
succeeding overhaul that can be attributed to its use of the Aircraft under its
lease.

     Many of the leases require the lessees to pay maintenance reserves or
"supplemental rent" amounts in respect of their obligations to maintain the
Aircraft. Generally, each such lease in the Portfolio bears an associated
liability on the part of the lessor to reimburse the lessee for maintenance
performed on the Aircraft, engines or parts. In addition, Airplanes Group may
have an obligation to lessees not funded by reserves with respect to
maintenance. Such liabilities are included within expenses and thus rank in
priority to any payments on the Notes. At March 31, 1999, Airplanes Group
recorded approximately $283 million of maintenance reserve liabilities. A
Liquidity Reserve Amount of approximately $174.4 million is currently maintained
in the Collection Account of which $80 million relates to the Maintenance
Reserve Amount. Airplanes Group believes, following consultation with the
Administrative Agent, that this amount of $80 million, together with projected
future maintenance payments under the leases, will be sufficient, based on an
analysis of anticipated future maintenance expenses, to provide Airplanes Group
with sufficient liquidity to meet its maintenance liabilities. This amount of
cash has been determined by Airplanes Group and AerFi Group to be appropriate
for the funding of Airplanes Group's maintenance reserve liabilities based on an
analysis of Airplanes Group's, AerFi's and overall industry historical
experience of the frequency and cost of maintenance checks performed

                                       35
<PAGE>   37

by lessees relative to the projected maintenance payments to be made to
Airplanes Group under the terms of the leases.

     There can be no assurance, however, that Airplanes Group's maintenance
requirements will correspond to historical experience or the industry's
experience overall, particularly as the Aircraft get older. Furthermore there
can be no assurance that actual maintenance payments by lessees and other cash
received by Airplanes Group will not be significantly less than projected.
Actual maintenance payments by lessees will depend upon numerous factors
including defaults and the ability of Airplanes Group to obtain satisfactory
maintenance terms in leases. An increasing number of leases do not provide for
any maintenance payments to be made by lessees as security for their maintenance
obligations. Any significant variations in such factors may materially adversely
affect the ability of Airplanes Group to make payments of interest, principal
and premium, if any, on the Notes.

     INDEMNIFICATION AND INSURANCE

     Under the terms of each lease, the lessees are required to carry the types
of insurance which are customary in the air transportation industry, including
comprehensive liability insurance and aircraft hull insurance. The relevant
lessor (and generally, if different, the owner) is named as an additional
insured on hull and liability policies carried by the lessees. The lessees are
responsible for insurance for any liabilities arising out of the operation of
the Aircraft, including any liabilities for death or injury to persons and
damage to property that ordinarily would attach to the operator of the Aircraft,
subject to customary exclusions. The coverage is usually worldwide, subject to
limitations consistent with individual operators. Under the Servicing Agreement,
the Servicer is required to monitor the lessee's performance of their respective
obligations with the insurance provisions of the applicable leases.

     In certain jurisdictions, liabilities for risks for which the lessees are
required to provide insurance may also attach to the lessors and Airplanes
Group, as direct and indirect owners of the Aircraft, irrespective of fault.
Under Airplanes Group's existing leases, the lessees are currently obliged to
indemnify against such claims certain named parties and, in most cases, their
respective successors, assigns, shareholders, employees, affiliates and agents.
Under most leases, each lessee is obliged to indemnify Airplanes Limited or
Airplanes Trust, as applicable, the lessor, the relevant Aircraft Owning Company
and the Indenture Trustee as named indemnitees under the applicable lease. Most
of the leases also require the lessee to maintain the liability insurance for a
specified period between one and three years after termination of such lease to
cover liabilities that may have arisen prior to terminations but that became
known thereafter. See also "-- Risk Factors -- Year 2000 Risk".

     With respect to certain leases, the lessor may arrange separate political
risk repossession insurance for its own benefit, covering (a) confiscation,
nationalization and requisition of title of the relevant Aircraft by the
government of the country of registry and denegation and deprivation of legal
title and rights, and (b) the failure of the authorities in that country to
allow de-registration and export of the Aircraft, subject to the conditions of
the policies.

THE LESSEES

     As of March 31, 1999, there were 75 lessees in 40 countries throughout the
world.

     Despite the continued economic recovery in the air transport industry over
the last three years, a number of the lessees remain in a relatively weak
financial position and there can be no assurance that the rate of lessee
defaults will not increase in the future. As of March 31, 1999, amounts
outstanding for a period greater than 30 days in respect of Rental Payments,
Maintenance Reserves and other miscellaneous amounts due under the leases (net
of amounts in respect of default interest and certain cash in transit) amounted
to $24.9 million in respect of 38 lessees (who had a combined total of 91
Aircraft on lease as of such date) and one former lessee ($1.7 million of the
$24.9 million related to this former lessee). Of the total $24.9 million, $10.1
million was in arrears for a period greater than 30 days, $2.3 million was in
arrears for a period greater than 60 days and $12.5 million was in arrears for a
period greater than 90 days. Certain of these lessees, as well as certain other
lessees, have consistently been significantly in arrears in their respective
Rental Payments
                                       36
<PAGE>   38

and/or are known to be currently experiencing financial difficulties. Of the
$24.9 million in arrears greater than 30 days, $8.2 million represented arrears
with respect to four Brazilian lessees, operating eight Fokker 100 Aircraft, two
B767 Aircraft, three B737-500 Aircraft and three MD11 Aircraft. As of March 31,
1999, in addition to the $24.9 million in respect of payments past due more than
30 days, five further lessees were being allowed deferrals of rent, maintenance
and miscellaneous payments totaling $7.8 million. Such lessees are being allowed
deferrals of rentals, maintenance and miscellaneous payments for periods of up
to 70 months.

     In the past, restructurings have typically involved delaying rental
payments for periods of up to 12 months. In certain circumstances, rescheduling
arrangements for periods between 12 months and 60 months have been agreed. In
addition, certain restructurings have involved voluntary terminations of leases
prior to lease expiration, the replacement of Aircraft with less expensive
aircraft and the arrangement of sub-leases from the lessee to another aircraft
operator. In other cases, it has been necessary to repossess Aircraft from
lessees which have defaulted and re-lease the Aircraft to other lessees. The
premature termination of leases may, in certain circumstances, lead Airplanes
Group to incur substantial swap breakage costs under its agreements with Swap
Providers. See "Item 7A. Quantitative and Qualitative Disclosure about Market
Risks".

Latin America

     Lessees with respect to 34.76% of the Aircraft by Appraised Value operate
in Latin America, principally Brazil, Mexico, Colombia and Chile. The prospects
for lessee operations in these countries can be expected to be in part dependent
on the general level of political stability and economic activity and policies
in those countries. Future developments in the political systems or economies of
these countries or the implementation of future governmental policies in these
countries may have a material effect on lessee operations in those countries.

Brazil

     Brazil has experienced significant downturns in its economy and financial
markets, with large decreases in financial asset prices and, since it devalued
its currency in January 1999, dramatic decreases in the value of its currency.
The loss of confidence in the Brazilian markets and currency has been associated
with the economic crisis currently affecting "emerging markets" in Asia. See "--
Asia Pacific Concentration" below. Continued weakness in the value of the
Brazilian real, as well as general deterioration in the Brazilian economy will
mean that lessees may be unable to generate sufficient revenues in Brazilian
currency to pay the dollar-denominated rental payments under the leases. Failure
by Brazil to address its current financial crisis could result in the crisis
spreading to other Latin American economies and economies in other emerging
markets. Future developments in the political systems or economies of Brazil and
other Latin American countries may have a material adverse effect on lessee
operations in those countries and could adversely affect the operations of
Airplanes Group's Brazilian customers.

     At March 31, 1999, 16 Aircraft (or 14.37% of Airplanes Group's Portfolio by
Appraised Value) were leased to four Brazilian lessees. At March 31, 1999,
Airplanes Group had three Aircraft on lease to Varig (MD11s) representing 6.29%
of the Portfolio by Appraised Value. Since March 31, 1998, Varig exercised its
option to purchase a B737-300 Aircraft, which delivered on May 29, 1998. In
1994, AerFi entered into a rescheduling agreement with Varig to reschedule the
repayment of $14 million in arrears over a 48 month period. Airplanes Group
assumed part of AerFi's rights and obligations under such agreement as part of
the Acquisition. AerFi signed this formal deferral agreement in January 1995,
under which all deferred obligations were repaid by May 1998. Varig, was $7.0
million in arrears at March 31, 1999. The Servicer is currently in negotiation
with the lessee regarding the arrears. As at September 30, 1997, Airplanes Group
had six Fokker 100 Aircraft on lease to a Brazilian lessee, with an average
remaining lease term of 29 months. During the month ended October 31, 1997 all
six leases were restructured. In consideration for an extension of the leases
for 119 months, the revised terms of the leases include rental rates reduced by
approximately 24%, no maintenance reserve payments and the return by Airplanes
Group of all previously paid maintenance reserves within 12 months.
                                       37
<PAGE>   39

     During the year, the Servicer, on behalf of Airplanes Group, entered into a
restructuring agreement with Transbrasil, which leases two B767 Aircraft or
3.13% of the Portfolio by Appraised Value. The restructured amount of
approximately $1.9 million is being repaid over 12 months. At March 31, 1999,
the lessee had arrears of $7.1 million which has been secured by a mortgage over
one of the lessee's owned aircraft.

Mexico

     Mexico continues to be a significant market for aircraft, and at March 31,
1999, 21 Aircraft representing 9.52% of the Portfolio by Appraised Value, were
being operated by two Mexican operators. In January 1996, a formal deferral
arrangement was signed with Mexicana which operates ten Aircraft representing
3.61% of the Portfolio by Appraised Value. Mexicana has agreed to repay its
obligations over the four year period ending December 31, 1999. At March 31,
1999, the amounts outstanding for a period greater than 30 days in respect of
Mexicana's deferred balance were $1.4 million (all of which was outstanding for
a period greater than 90 days).

North America

     North America is an important market for Airplanes Group's Aircraft with
16.15% of the Portfolio by Appraised Value being operated in this region. At
March 31, 1999, Airplanes Group had 26 Aircraft (or 10.61% of the Portfolio by
Appraised Value) on lease to eleven U.S.-based aircraft operators and 13
Aircraft (or 5.54% of the Portfolio by Appraised Value) on lease to one Canadian
aircraft operator. Airline industry profitability in North America has enjoyed a
sustained improvement since 1993 due to a combination of traffic growth in line
with the overall expansion of the economy in that region and relatively small
growth in aircraft seat capacity, leading to a significant increase in load
factors. In 1997 and 1998 a number of significant new aircraft orders were
announced by North American airlines. However, even in the prevailing robust
industry environment some airlines are reporting losses or very low profits due
to either unsuccessful competitive initiatives in respect of fares and/or
capacity, or uncompetitive cost structures. In the next few years airline profit
margins are likely to come under pressure due to a combination of labor cost
increases and increased aircraft ownership costs as new aircraft are delivered
and a large number of Stage 2 aircraft are hush-kitted. In the early 1990s,
several North American airlines who are currently lessees of Airplanes Group
entered into plans of reorganization or sought the protection of bankruptcy,
insolvency or other similar proceedings. There can be no assurance that such
events will not re-occur in respect of these or other North American lessees of
Airplanes Group and adversely affect the ability of such lessees to make timely
and full Rental Payments under their respective existing leases.

     In December 1996, Canadian Airlines, Airplanes Group's third largest lessee
at March 31, 1999 by Appraised Value, approached its creditors including
Airplanes Group with proposals to reschedule its obligations. Canadian Airlines
indicated that this approach was part of a general plan designed to address its
financial difficulties. Airplanes Group has 13 Aircraft on lease to Canadian
Airlines, consisting of six A320s on operating leases and seven 737-200A
Aircraft on finance leases. After a series of negotiations between GECAS, as
Servicer to Airplanes Group, and Canadian Airlines, agreement in principle was
reached on a rescheduling plan which granted Canadian Airlines a deferral of
operating lease rentals for a three month period from December 1996 to February
1997 and a deferral of finance lease principal payments in respect of six of the
seven Aircraft on finance leases, for the six month period from December 1996 to
May 1997. The deferred payments are to be repaid with interest over a two and a
half year period commencing October 1998. The agreement in principle resulted in
a loss of cashflow to Airplanes Group of approximately $6.40 million over the
six months to May 1997. At March 31, 1999, the lessee had made all scheduled
payments under the terms of the agreement in principle.

     Airplanes Group has its only B747-200SF (1.05% of the Portfolio by
Appraised Value) on lease to Tower Air. During March 1998, Airplanes Group and
Tower Air reached an agreement which allowed Tower Air a deferral of their
security deposit and of two months rental. These deferrals were repaid by
September 1998. In addition, during September 1997, in consideration for Tower
Air extending the lease term to 180 months with revised rental rates, Airplanes
Group agreed to a cargo conversion of the Aircraft at a cost of $10 million,
which was completed by April 1998.
                                       38
<PAGE>   40

     The lessee, was subsequently $3.2 million in arrears in respect of Rental
Payments and maintenance reserves and the Servicer, on behalf of Airplanes
Group, entered into a restructuring agreement with this lessee to repay the
restructured principal amount in monthly installments through October 1999 and
thereafter, interest on a monthly basis with the final payment due in February
2013. In addition, at April 30, 1999, Tower Air was $2.6 million in arrears in
respect of Rental Payments and maintenance reserves and is in further
discussions with the Servicer.

Asia

     As of March 31, 1999, 16 Aircraft representing 9.36% of the Portfolio by
Appraised Value were on lease to 10 aircraft operators in this region. Trading
conditions in the civil aviation industry in Asia have been adversely affected
by the severe economic and financial difficulties experienced recently in the
region. The economies of Indonesia, Thailand, Korea, Malaysia and the
Philippines have experienced particularly acute difficulties resulting in many
business failures, significant depreciation of local currencies against the
dollar (the currency in which lease payments are payable), sovereign and
corporate credit ratings downgrades and internationally organized financial
stability measures. Several airlines in the region have recently announced their
intention to reschedule their aircraft purchase obligations, reduce headcount
and eliminate certain routes. Since 1990, the market in this region for aircraft
on operating lease has demonstrated significant growth rates and the
recessionary conditions that are now expected to prevail in large parts of the
region for a significant period of time will have an adverse impact on global
aircraft demand.

     Philippine Airlines ("PAL"), the lessee of one Aircraft representing 0.62%
of the portfolio by Appraised Value, has been adversely affected by the ongoing
Asian economic crisis. On June 19, 1998, PAL filed a petition for approval of a
rehabilitation plan at the Philippine SEC and subsequently, the Philippine SEC
appointed an Interim Receiver. PAL was instructed by the Philippine SEC to
submit a Rehabilitation Plan within 30 days. Following a number of applications
for extension of this time limit, PAL filed the Rehabilitation Plan with the
Philippine SEC on December 7, 1998. A revised plan was filed on March 15, 1999.
It is unclear whether PAL will receive support for its proposed Rehabilitation
Plan from its creditors. At March 31, 1999, PAL was approximately $2.5 million
in arrears in respect of rental payments and maintenance reserves. There can be
no assurance, however, that PAL will ultimately repay its arrearages or be able
to pay future lease rentals. Airplanes Group may encounter delays or
difficulties in recovering possession of its Aircraft which is operated within
the Philippines or terminating the lease. If the Aircraft is recovered, the
technical costs required to ensure the Aircraft is in a suitable condition for
re-leasing may be significant.

Europe (excluding CIS)

     As of March 31, 1999, 64 Aircraft representing 36.22% of the Portfolio by
Appraised Value were on lease to 28 aircraft operators in this region. The
commercial aviation industry in European countries, as in the rest of the world
generally, is highly sensitive to general economic conditions. Because a
substantial portion of airline travel (business and especially leisure) is
discretionary, the industry has tended to suffer severe financial difficulties
during economic downturns. Accordingly, the financial prospects for European
lessees can be expected to depend largely on the level of economic activity in
Europe generally and in the specific countries in which such lessees operate. A
recession or other worsening of economic conditions in one or more of these
countries may have a material adverse effect on the ability of European lessees
to meet their financial and other obligations under the leases. In addition,
commercial airlines in Europe face, and can be expected to continue to face,
increased competitive pressures, in part as a result of the continuing
deregulation of the airline industry by the EU. There can be no assurance that
competitive pressures resulting from such deregulation will not have a material
adverse impact on the operations of such lessees.

Turkey

     At March 31, 1999, a Turkish lessee of two Aircraft, representing 1.4% of
the Portfolio by Appraised Value, was $1.3 million in arrears in respect of
Rental Payments and maintenance reserves. The lessee, which claims to have been
adversely affected by difficult trading conditions in Turkey, is currently in
discussions with

                                       39
<PAGE>   41

the Servicer. At March 31, 1999, Airplanes Group had 13 Aircraft representing
8.89% of the Portfolio by Appraised Value on lease to five Turkish lessees.

Additional Considerations

     In addition, certain lessees have experienced periodic difficulties in
meeting their maintenance obligations under the related leases. Such
difficulties have arisen from, inter alia, the failure of the applicable lessee
to have in place a sufficiently well established maintenance program, adverse
climate and other environmental conditions in the locations where such related
Aircraft are operated or financial and labor difficulties experienced by the
relevant lessee. A continuous failure by a lessee to meet its maintenance
obligations under the relevant lease: (a) could result in a grounding of the
Aircraft; (b) in the event of a re-lease of such Aircraft would likely cause
Airplanes Group to incur costs, which may be substantial, in restoring such
Aircraft to an acceptable maintenance condition; and (c) would be likely
adversely to affect the value of the Aircraft.

DOWNTIME

     At March 31, 1999, one Aircraft was off-lease. Subsequently, this Aircraft
became subject to a non-binding Letter of Intent for operating lease.

PURCHASE OPTIONS

     At March 31, 1999, lessees with respect to 54 Aircraft had the benefit of
options to purchase Aircraft at various dates between 1998 and 2004 at prices
generally at or above their estimated appraised value at the exercise date.
Since March 31, 1998, one lessee exercised its option to purchase one B737-300
Aircraft, which delivered on May 29, 1998. Three lessees with respect to ten
Aircraft, representing 7.43% of the Portfolio by Appraised Value, have options
to purchase Aircraft at prices below estimated appraised value at the option
exercise date. (For the purposes of this analysis, the estimated appraised value
has been arrived at by deducting the estimated depreciation (as calculated by
Airplanes Group's existing depreciation policy) from February 5, 1999 to the
option exercise date from the Appraised Value of each Aircraft).

ITEM 2.  PROPERTIES

     Airplanes Group has no ownership or leasehold interest in any real
property.

     Airplanes Limited's registered and principal office is located at 22
Grenville Street, St. Helier, Jersey, JE4 8PX, Channel Islands and its telephone
number is 011-44-1534-609000.

     Airplanes Trust's principal office is located at 1100 North Market Street,
Rodney Square North, Wilmington, Delaware 19890-0001, care of Wilmington Trust
Company and its telephone number is 1-302-651-1000.

     For a description of Airplanes Group's interest in other property, see
"Item 1. Business -- The Aircraft, Related Leases and Collateral".

ITEM 3.  LEGAL PROCEEDINGS

     On November 5, 1992, AerFi obtained a preliminary injunction for
repossession and export of thirteen aircraft and three spare engines (the
"Repossessed Assets") from VASP, a Brazilian airline, which had defaulted under
its lease agreements with AerFi. On May 10, 1993, at a full hearing, the
Brazilian courts gave a decision fully validating the repossession injunction.
VASP appealed this decision to the High Court of the State of Sao Paulo (the
"High Court"). On December 18, 1996, the High Court found in favor of VASP in
its appeal against the court order granting AerFi repossession and export of the
Repossessed Assets. AerFi was instructed to return the Repossessed Assets for
lease by VASP under the terms of the original lease agreements between AerFi and
VASP, within thirty days of notification by VASP that it requires return of the
assets. The decision of the High Court was stayed pending a number of
clarificatory motions by both sides before the same court. In responding to
those motions, the High Court granted VASP the right to seek
                                       40
<PAGE>   42

damages against AerFi in lieu of the return of the Repossessed Assets. AerFi has
sought leave to appeal the December 1996 decision and the court's responses to
the clarificatory motions to the Brazilian Superior Court of Justice and the
Federal Supreme Court. In addition, AerFi filed a writ of mandamus and a
rescission action with the High Court seeking to overturn the decision of the
High Court and has sought a stay on the decision pending its appeals.

     Seven of the thirteen aircraft which were repossessed by AerFi from VASP
following the 1992 injunction and the 1993 decision are in the Portfolio,
although none of them are habitually based in Brazil. However, a number of these
aircraft operate into Brazil from time to time. The judgment of the High Court
only applies to those assets which are the subject matter of the proceedings.
VASP sought to have AerFi return the Repossessed Assets, in connection with
which the High Court served notice on AerFi for return of the Repossessed Assets
for the account, and at the risk, of VASP. AerFi has challenged a number of
matters relating to the notice, including its validity. In addition, VASP filed
a petition for calculation of the amount which it alleges should be paid by
AerFi, based on the High Court decision, seeking damages in respect of (i)
AerFi's alleged failure to comply with the court order requiring return of the
Repossessed Assets and (ii) the period during which VASP was prevented from
using the Repossessed Assets. AerFi has challenged VASP's petition on the basis
that if VASP believes it has an action for alleged damages against AerFi in
respect of the period during which VASP was prevented from using the Repossessed
Assets, VASP must commence such an action in accordance with normal Brazilian
court procedures before a court of first instance. These preliminary matters
still await a decision by the lower court. Before the High Court, AerFi
successfully challenged VASP's petition for calculation of alleged damages
arising from AerFi's alleged failure to comply with the court order requiring
return of the Repossessed Assets. As a consequence, VASP, should it seek to
recover such alleged damages, will have to prove the existence and extent of its
alleged damages. The only immediate risk to the Repossessed Assets would arise
where they are located in Brazil and where VASP was successful in enforcing its
judgment having sought repossession rather than damages.

     On June 10, 1999, the High Court, pending further consideration of AerFi's
rescission action, stayed all proceedings by VASP which seek to implement the
December 1996 decision. VASP has appealed this decision of the High Court.

     AerFi has informed Airplanes Group that it has been advised that the
December 1996 decision of the High Court in this matter is incorrect as a matter
of Brazilian law. AerFi has further informed Airplanes Group that it is actively
pursuing all courses of action that may be available to it, including appeals to
superior courts and intends to defend its position vigorously and to pursue each
of its claims and counter claims against VASP. AerFi has advised Airplanes Group
that it believes the outcome of these matters will not have a material adverse
effect on Airplanes Group's liquidity, results of operations or financial
condition.

     AeroUSA and AeroUSA 3 have in the past filed U.S. federal consolidated tax
returns and certain state and local tax returns with AerFi, Inc. and its
subsidiaries. There are ongoing tax audits by certain state and local tax
authorities with respect to tax returns previously reported by AerFi, Inc. and
its subsidiaries. AerFi Group believes that none of these audits will have a
material adverse impact upon the liquidity, results of operations or the
financial condition of AeroUSA.

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

     None.

                                       41
<PAGE>   43

                                    PART II

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

     The ordinary shares of Airplanes Limited are not listed on any national
exchange or traded in any established market. The beneficial ownership of the
Airplanes Limited ordinary shares as of the date of this Report on Form 10-K is
presented below.

<TABLE>
<CAPTION>
TITLE OF CLASS                NAME AND ADDRESS                         NUMBER OF SHARES   PERCENT OF CLASS
--------------                ----------------                         ----------------   ----------------
<S>                           <C>                                      <C>                <C>
Common Stock................  Mourant & Co. Trustees Limited,             10 Shares         33 1/3%
                              as trustee of Holdings Trust I
                              22 Grenville Street
                              St. Helier
                              Jersey, Channel Islands
Common Stock................  Mourant & Co. Trustees Limited,             10 Shares         33 1/3%
                              as trustee of Holdings Trust II
                              22 Grenville Street
                              St. Helier
                              Jersey, Channel Islands
Common Stock................  Mourant & Co. Trustees Limited,             10 Shares         33 1/3%
                              as trustee of Holdings Trust III
                              22 Grenville Street
                              St. Helier
                              Jersey, Channel Islands
</TABLE>

     Pursuant to the Shareholders Agreement between Mourant & Co. Trustees
Limited, as trustee of the Charitable Trusts (the "Charitable Trust Trustees"),
Juris Limited and Lively Limited and the Airplanes Limited Indenture Trustee
(the "Shareholders Agreement"), the Charitable Trust Trustees have agreed that,
as long as the Airplanes Limited Notes are outstanding, they will not, without
the prior written approval of the Airplanes Limited Indenture Trustee and all
the Directors of Airplanes Limited, transfer any part of the capital stock or
any interest therein unless the transferee (a) is a trustee of a trust formed
for charitable purposes substantially identical to those for which the
Charitable Trusts are established and (b) enters into an agreement substantially
identical to the Shareholders Agreement in favor of the Airplanes Limited
Indenture Trustee. Pursuant to the instruments of trust establishing Holdings
Trust I, Holdings Trust II and Holdings Trust III, a certificate given by the
Directors of Airplanes Limited to the Charitable Trust Trustees that their
voting of the capital stock in a specified manner is in the best commercial
interests of Airplanes Limited shall, for the purposes of the exercise of the
Charitable Trust Trustees' discretion, be conclusive that any such action is in
the best commercial interests of Airplanes Limited.

     For additional information regarding the capital stock of Airplanes Limited
and for a discussion relating to the payment of dividends, see "Item 1. Business
-- Airplanes Limited".

                                       42
<PAGE>   44

ITEM 6.  SELECTED COMBINED FINANCIAL DATA

     The selected combined financial data set out below for each of the years in
the five-year period ended March 31, 1999 have been extracted from the audited
financial statements of Airplanes Limited and Airplanes Trust, which have been
audited by KPMG -- Dublin, Ireland, independent chartered accountants. These
financial statements have been prepared in accordance with generally accepted
accounting principles in the United States ("U.S. GAAP"). The audited financial
statements of Airplanes Limited and Airplanes Trust as at March 31, 1998 and
1999, and for each of the years ended March 31, 1997, 1998 and 1999 are included
elsewhere in this Report on Form 10-K (the "Financial Statements").

     The selected combined financial data set forth below are presented on the
basis that the Aircraft have been operated separately from AerFi within the
Airplanes Group for all periods presented or from the date of acquisition by
AerFi, as appropriate. It should be noted, however, that Airplanes Group has
conducted independent business operations only since March 28, 1996.
Accordingly, for prior periods adjustments and allocations have been made of,
among other items, historical indebtedness, net interest expense, selling,
general and administrative expenses and tax amounts, as further described in
Note 2 to the Financial Statements and "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations". While Airplanes
Group believes that the selected combined financial data set forth below are an
appropriate presentation, such data for the period prior to March 28, 1996 are
not necessarily indicative of the financial results that might have occurred had
Airplanes Group been an independently financed and managed group during the
periods up to March 28, 1996. See "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations".

     The selected combined financial data set forth below combine the operating
results, assets, liabilities and cash flows of each of Airplanes Limited and
Airplanes Trust. The separate balance sheets, statements of operations,
statements of changes in shareholders' deficit/net liabilities and statements of
cash flows of Airplanes Limited and Airplanes Trust are contained in the
Financial Statements included in Item 8 of this Report on Form 10-K, and it
should be noted that the Notes and the Guarantees comprise obligations of two
different legal entities owning different assets. The Directors of Airplanes
Limited and the Controlling Trustees of Airplanes Trust believe that a combined
presentation is most appropriate because, inter alia, the assets of Airplanes
Limited and Airplanes Trust are to be managed on the basis of one combined
aircraft fleet, and each of Airplanes Limited and Airplanes Trust has fully and
unconditionally guaranteed the performance of the other under their respective
Notes. The Guarantees have been structured to ensure that no payments are made
on a junior class of Notes of Airplanes Trust or Airplanes Limited, as the case
may be, before any amounts due and payable on a more senior class of Notes of
Airplanes Limited or Airplanes Trust, respectively, are paid pursuant to the
Guarantees.

     The selected combined financial data should be read in conjunction with,
and are qualified in their entirety by reference to, the Financial Statements
included in this Report on Form 10-K.

     Aircraft assets are stated on the predecessor cost basis (i.e., reflecting
AerFi's historical cost less accumulated depreciation). As at the date of the
Underwritten Offering AerFi held substantially all of the Class E Notes through
which it had access to certain of the benefits inherent in the Aircraft. The
difference between such predecessor cost basis and the amount of Airplanes
Group's indebtedness is a significant component of Total Shareholders' Deficit
in the Combined Balance Sheet Data. Upon completion of the AerFi Transaction, GE
Capital acquired the Airplanes Group Class E Notes previously held by AerFi
Group. The transfer of the Airplanes Group Class E Notes did not require a
restatement of the carrying value of the aircraft assets.

                                       43
<PAGE>   45

COMBINED STATEMENT OF OPERATIONS DATA(1)

<TABLE>
<CAPTION>
                                                              YEAR ENDED MARCH 31,(1)
                                                        ------------------------------------
                                                        1995    1996    1997    1998    1999
                                                        ----    ----    ----    ----    ----
                                                                    ($MILLIONS)
<S>                                                     <C>     <C>     <C>     <C>     <C>
Revenues(2)
  Aircraft leasing..................................     608     616     604     585     526
  Aircraft sales....................................      --      --      --      94     132
                                                        ----    ----    ----    ----    ----
Expenses
  Cost of Aircraft sales............................      --      --      --     (90)   (118)
  Depreciation and amortization.....................    (208)   (207)   (223)   (192)   (176)
  Net interest expense(3)(4)........................    (348)   (368)   (383)   (411)   (428)
  Provision for maintenance.........................     (88)    (97)    (91)    (88)    (69)
  Bad and doubtful debts............................     (33)     28      --      --     (11)
  Provision for loss making leases and downtime,
     net(5).........................................      (5)     15      12      17      12
  Other lease costs.................................     (17)    (21)    (21)    (30)    (14)
  Selling, general and administrative expenses......     (34)    (35)    (38)    (38)    (35)
Income tax benefit..................................      16      13      10       3       3
                                                        ----    ----    ----    ----    ----
Net loss............................................    (109)    (56)   (130)   (150)   (178)
                                                        ====    ====    ====    ====    ====
</TABLE>

COMBINED BALANCE SHEET DATA(1)

<TABLE>
<CAPTION>
                                                                               MARCH 31,(1)
                                                    -------------------------------------------------------------------
                                                       1995          1996          1997          1998          1999
                                                    -----------   -----------   -----------   -----------   -----------
                                                                                ($MILLIONS)
<S>                                                 <C>           <C>           <C>           <C>           <C>
Aircraft, net, and net investment in capital and
  sales type leases..............................         4,181         3,965         3,731         3,436         3,128
                                                    -----------   -----------   -----------   -----------   -----------
Total assets.....................................         4,386         4,236         4,048         3,743         3,453
                                                    ===========   ===========   ===========   ===========   ===========
  Indebtedness(3)................................        (4,602)       (4,634)       (4,397)       (4,078)       (3,842)
  Provision for maintenance......................          (268)         (311)         (313)         (315)         (283)
Total liabilities................................        (5,228)       (5,252)       (5,194)       (5,039)       (4,927)
                                                    ===========   ===========   ===========   ===========   ===========
Net liabilities..................................          (842)       (1,016)       (1,146)       (1,296)       (1,474)
</TABLE>

COMBINED STATEMENT OF CASH FLOWS AND OTHER DATA(1)

<TABLE>
<CAPTION>
                                                              YEAR ENDED MARCH 31,(1)
                                                        ------------------------------------
                                                        1995    1996    1997    1998    1999
                                                        ----    ----    ----    ----    ----
                                                                    ($MILLIONS)
<S>                                                     <C>     <C>     <C>     <C>     <C>
Cash paid in respect of interest(3)(4)..............     303     323     265     267     223
Net cash provided by operating activities (after
  payment of interest)..............................     177     216     224     214     111
Net cash (used in)/provided by investing
  activities........................................     (23)     13      19     101     135
Net cash (used in)/provided by financing
  activities........................................    (154)   (144)   (238)   (322)   (240)
                                                        ----    ----    ----    ----    ----
Net increase/(decrease) in cash.....................     NIL      85       5      (7)      6
                                                        ====    ====    ====    ====    ====
</TABLE>

SELECTED RATIOS(1)

<TABLE>
<CAPTION>
                                                                        YEAR ENDED MARCH 31,(1)
                                                     -------------------------------------------------------------
                                                       1995         1996         1997         1998         1999
                                                     ---------    ---------    ---------    ---------    ---------
                                                                              ($MILLIONS)
<S>                                                  <C>          <C>          <C>          <C>          <C>
Deficiency of Combined Earnings to Combined Fixed
  Charges(6).....................................         (125)         (69)        (140)        (153)        (181)
</TABLE>

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

(1) The financial statements of Airplanes Group are stated in U.S. dollars which
    is the principal operating currency of Airplanes Group and the aviation
    industry.

(2) Aircraft leasing revenues include Maintenance Reserve receipts. See Note 15
    to the Financial Statements.

(3) For all periods and dates prior to March 28, 1996, net interest expense,
    indebtedness and cash paid in respect of interest have been based on certain
    assumptions as described more fully in Note 2 to the

                                       44
<PAGE>   46

     Financial Statements. For all periods and dates since March 28, 1996, net
     interest expense, indebtedness and cash paid in respect of interest have
     reflected the actual terms of the Notes and Airplanes Group's Class E
     Notes.

(4) Net interest expense is significantly higher than cash paid in respect of
    interest in all periods reflecting the high interest rate accruing on the
    Class E Notes (20% adjusted for inflation) relative to the lower amount of
    cash interest payable on the Class E Notes for so long as the Notes remain
    outstanding. Net interest expense is stated after crediting interest income
    of $9 million in 1995, $8 million in 1996, $17 million in 1997 and $16
    million in 1998, and $14 million in 1999. See Note 2(iii) to the Financial
    Statements.

(5) A lease agreement is deemed to be "loss making" in circumstances where the
    contracted rental payments are insufficient to cover depreciation and
    interest attributable to the Aircraft plus certain direct costs attributable
    to the lease over its term. Following the adoption of FAS 121 "Accounting
    for the Impairment of Long Lived Assets and Long Lived Assets to Be Disposed
    Of" ("FAS 121") with effect from April 1, 1996, Airplanes Group no longer
    makes separate provisions for downtime costs because under FAS 121 Airplanes
    Group's assessment of the need for separate downtime provisions is
    incorporated in its impairment assessment. See Note 4(b) to the Financial
    Statements.

(6) Represents the amount by which Airplanes Group's loss before income taxes
    and fixed charges exceeded fixed charges. Fixed charges consists of interest
    expense. Because Airplanes Group's fixed charges exceeded earnings for all
    periods presented, a ratio of earnings to fixed charges is not presented.

                                       45
<PAGE>   47

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

INTRODUCTION

     The following discussion and analysis of Airplanes Group's financial
condition and results of operations is presented as though the Aircraft have
been operated and financed separately from AerFi within the Airplanes Group in
all periods under review or from their date of acquisition by AerFi, as
appropriate. It should be noted, however, that Airplanes Group only acquired the
Aircraft on March 28, 1996 and, therefore, has not conducted any business
operations in the periods under review prior to March 28, 1996. Accordingly,
adjustments and allocations have been made with respect to, among other things,
historical indebtedness, net interest expense, selling, general and
administrative expenses and tax amounts as further described in Note 2 to the
Financial Statements for periods prior to March 28, 1996. While Airplanes Group
believes that the following discussion and analysis is an appropriate
presentation, it is not necessarily indicative of the financial results that
might have occurred had Airplanes Group been an independently financed and
managed group during the period to March 28, 1996.

     The following discussion and analysis is based primarily on the combined
operating results of Airplanes Limited and Airplanes Trust and not on their
results reported as individual entities. It should be noted, however, that the
Notes and the Guarantees comprise obligations of two different legal entities
owning different assets. The Directors and the Controlling Trustees believe that
a combined discussion is the most appropriate basis of presentation because,
among other things, Airplanes Limited and Airplanes Trust are not intended to be
regarded as separate businesses but rather on the basis of one combined aircraft
fleet and each of Airplanes Limited and Airplanes Trust has fully and
unconditionally guaranteed the performance of the other under their respective
Notes. The Guarantees have been structured to ensure that no payments are made
on a junior class of Notes of Airplanes Trust or Airplanes Limited, as the case
may be, before any amounts due and payable on a more senior class of Notes of
Airplanes Limited or Airplanes Trust, respectively, are paid pursuant to the
Guarantees.

GENERAL

     Substantially all of Airplanes Group's future business is expected to
consist of aircraft operating lease activities. Airplanes Group may also engage
in aircraft sales subject to certain limitations and guidelines. Airplanes
Group's revenues and operating cash flows are determined by a number of
significant factors including (i) trading conditions in the civil aviation
industry and, in particular, the market for aircraft on operating leases, (ii)
the mix, relative age and popularity of the various aircraft types in the
Portfolio and (iii) Airplanes Group's financial resources and liquidity position
relative to its competitors who may possess substantially greater financial
resources.

     The effect of changes in currency rates on Airplanes Group is minimal
because Airplanes Group conducts its business almost entirely in U.S. dollars.

RESULTS OF OPERATIONS -- YEAR ENDED MARCH 31, 1999 COMPARED WITH YEAR ENDED
MARCH 31, 1998

     Airplanes Group's results for the year ended March 31, 1999 reflected a
continuation of reasonably favourable industry conditions for the year,
notwithstanding the fact that, in the latter part of the year in particular,
certain of its lessees continued to experience difficult trading conditions,
particularly its Brazilian lessees who experienced a recent downturn in the
Brazilian economy and a currency devaluation. See "Item 2: Business -- The
Aircraft, Related Leases and Collateral -- The Lessees -- Latin America". The
net loss for the year ended March 31, 1999 was $178 million, compared to $150
million for the year ended March 31, 1998. The increase of $28 million was
primarily attributable to a reduction in lease rentals of $40 million, that was
partially offset by an associated reduction in depreciation of $17 million,
primarily as a result of Aircraft sales. There was also an increase of $17
million in net interest expense due to additional interest being charged on
accrued but unpaid Class E Note interest, partially offset by lower average debt
outstanding and a lower interest rate environment. There was an increase in the
bad debts provision of $11 million and a net decrease in the utilisation of
loss-making lease provisions of $5 million. There was also an increase of $10
million in the
                                       46
<PAGE>   48

profit on Aircraft sold and there was a reduction in other lease costs of $16
million, due primarily to a release of withholding tax provisions, following
updated advice that they were no longer required for certain jurisdictions in
the year ended March 31, 1999.

     Overall, Airplanes Group generated $111 million in cash from operations in
the year ended March 31, 1999 compared to $214 million in the year ended March
31, 1998. The decrease in cash generated from operations in the year to March
31, 1999 is primarily attributable to lease rental and maintenance revenues
foregone of $33 million as a result of Aircraft sales. Lease revenues further
declined by $6 million due to lower rentals and no maintenance billings in
respect of six Fokker 100 Aircraft on lease to a Brazilian lessee, and lower
rentals in relation to three MD11 Aircraft on lease to another Brazilian lessee.
There was also a lease revenue reduction of $8 million in relation to
maintenance billings reaching capped levels for two lessees and a lease revenue
reduction of $12 million resulting from a higher level of downtime and a lower
interest rate environment (which impacts the pricing of certain lease rentals).
In addition there was an increase of $20 million in receivables outstanding.
There was an increase in net outflow of maintenance reserves due to the
acceleration of maintenance events (including as a result of Aircraft
repossessions) in the amount of $15 million and the return of $7 million in
maintenance reserves due to a Latin American lessee as a result of the
restructuring of its leases. In addition, during December 1997, one Latin
American lessee prepaid one year's rental in the amount of $15 million which
represents cash revenue foregone in the year ended March 31, 1999. Finally,
there was a reduction in the amount of cash paid as interest during the year
ended March 31, 1999 of $26 million, as a result of lower average debt and a
lower average interest rate.

     LEASING REVENUES

     Leasing revenues (which include maintenance reserve receipts which
Airplanes Group receives from certain of its lessees) for the year ended March
31, 1999 were $526 million (Airplanes Limited: $484 million; Airplanes Trust:
$42 million) compared with $585 million (Airplanes Limited: $512 million;
Airplanes Trust: $73 million) for the year ended March 31, 1998. The decrease of
$59 million consists of $40 million in lease rentals and $19 million in
maintenance billings. The decrease of $40 million in lease rentals arises
primarily from $26 million foregone as a result of Aircraft sales, $2 million as
a result of lower rentals in respect of six Fokker 100 Aircraft and three MD11
Aircraft on lease to two Brazilian lessees and a lease revenue reduction of $12
million resulting from a higher level of downtime and a lower interest rate
environment. The $19 million decrease in maintenance billings arises as a result
of $7 million foregone as a result of Aircraft sales, a decrease of $4 million
as a result of no maintenance billings in respect of six Fokker 100 Aircraft on
lease to a Brazilian lessee following the restructuring of its leases and $8
million in relation to maintenance billings reaching capped levels for two
lessees. At March 31, 1999, Airplanes Group had 201 of its 202 Aircraft on lease
(Airplanes Limited: 184 Aircraft; Airplanes Trust: 18 Aircraft) compared to 217
of its 221 Aircraft on lease (Airplanes Limited: 194 Aircraft; Airplanes Trust:
23 Aircraft) at March 31, 1998. In addition, there was a lower interest rate
environment (which impacts the pricing of certain lease rentals) in the year to
March 31, 1999.

     AIRCRAFT SALES

     Sales revenues of $132 million (Airplanes Limited: $37 million; Airplanes
Trust: $95 million) in respect of the sale of nineteen Aircraft were received in
the year ended March 31, 1999. The net book value of these nineteen Aircraft at
the date of sale was $118 million (Airplanes Limited: $32 million; Airplanes
Trust: $86 million). In the year ended March 31, 1998, Airplanes Group received
sales revenues of $94 million (Airplanes Limited: $37 million, Airplanes Trust:
$57 million) in respect of the sale of seven Aircraft and the insurance proceeds
in respect of one Aircraft which suffered a constructive total loss during
October 1997. The net book value of these eight Aircraft at the date of disposal
was $90 million (Airplanes Limited: $32 million; Airplanes Trust: $58 million).

     DEPRECIATION AND AMORTIZATION

     The charge for depreciation and amortization in the year ended March 31,
1999 amounted to $176 million (Airplanes Limited: $160 million; Airplanes Trust:
$16 million) compared with $192 million
                                       47
<PAGE>   49

(Airplanes Limited: $170 million; Airplanes Trust: $22 million) for the
comparative year in 1998. The decrease arose as a result of the reduction in the
number of Aircraft owned by Airplanes Group.

     NET INTEREST EXPENSE

     Net interest expense was $428 million (Airplanes Limited: $388 million;
Airplanes Trust: $40 million) in the year ended March 31, 1999 compared to $411
million (Airplanes Limited: $373 million; Airplanes Trust: $38 million) in the
year ended March 31, 1998. The increase of $17 million in net interest expense
was primarily due to a combination of offsetting factors including additional
interest charged on accrued but unpaid Class E Note interest of $35 million, a
reduction in the value of options on interest rate swaps ("SWAPTIONS") of $1
million, a gain realised on the sale of Swaptions of $2 million and lower
average debt in the year ended March 31, 1999.

     The weighted average interest rate on the Class A-D Notes during the year
to March 31, 1999 was 6.73% and the average debt in respect of the Class A-D
Notes outstanding during the year was $3,346 million. The Class E Notes accrue
interest at a rate of 20% per annum (as adjusted by reference to the U.S.
consumer price index, effective March 28, 1996). The weighted average interest
rate on the Class A-D Notes during the year ended March 31, 1998 was 6.83% and
the average debt in respect of the Class A-D Notes outstanding during the year
was $3,678 million. Although LIBOR was lower in the year ended March 31, 1999 as
compared with the year ended March 31, 1998, the weighted average interest rate
on the Class A-D Notes only decreased marginally during the year ended March 31,
1999 as compared to the year ended March 31, 1998. This was due to substantial
amounts of Airplanes Group's floating rate notes having paid down over time with
relatively small principal payments on the fixed rate notes resulting in an
increase in the relative proportion of fixed rate notes as compared with
floating rate notes.

     For the year ended March 31, 1999 the difference in Airplanes Group's net
interest expense of $428 million (Airplanes Limited: $388 million; Airplanes
Trust: $40 million) and cash paid in respect of interest of $223 million
(Airplanes Limited: $201 million; Airplanes Trust: $22 million) is substantially
accounted for by the fact that Airplanes Group accrues interest on the Class E
Notes at a rate substantially higher than the per annum rate of 1% actually paid
in cash in the year ended March 31, 1999. (The 1% cash payment has been
suspended from February 1999).

     Net interest expense is stated after deducting interest income earned
during the relevant year. In the year ended March 31, 1999, Airplanes Group
earned interest income (including lessee default interest) of $14 million
(Airplanes Limited: $14 million; Airplanes Trust: Nil) compared with $16 million
in the year ended March 31, 1998 (Airplanes Limited: $16 million; Airplanes
Trust: Nil). The decrease is primarily as a result of lower average cash
balances and lower interest rates in the year to March 31, 1999.

     At March 31, 1999, Airplanes Group had Swaptions with a notional principal
of $306 million. During the year ended March 31, 1999, the value of the
Swaptions decreased by approximately $1 million as swap rates increased. As
Swaptions do not qualify for hedge accounting under US GAAP, the decrease in
fair value of $1 million has been included in net interest expense in the
statement of operations. During the year, Airplanes Group recognised a gain on
the sale of Swaptions of $2 million.

     BAD DEBT AND LOSS-MAKING LEASE PROVISIONS

     There was a net charge of $11 million in respect of bad and doubtful debts
(Airplanes Limited: $9 million; Airplanes Trust: $2 million) in the year ended
March 31, 1999, compared with no overall net provision for the year ended March
31, 1998. Airplanes Group's practice is to provide specifically for any amounts
due but unpaid by lessees based primarily on the amount due in excess of
security held and also taking into account the financial strength and condition
of a lessee and the economic conditions existing in the lessee's operating
environment. A number of Airplanes Group's lessees failed to meet their
contractual obligations in the year ended March 31, 1999, resulting in the
requirement for additional provisions in respect of bad and doubtful debts in
respect of these lessees, while the arrears with regard to certain other
carriers reduced in the year. The overall net charge in 1999 was primarily as a
result of provisions required in respect of

                                       48
<PAGE>   50

two Brazilian lessees, one North American lessee, one Philippine lessee and one
Peruvian lessee, which were partially offset by a reduction in the provisions
required in respect of one Canadian lessee.

     A lease agreement is deemed to be "loss making" in circumstances where the
contracted rental payments are insufficient to cover the depreciation and
allocated interest attributable to the aircraft plus certain direct costs, such
as legal fees and registration costs, attributable to the lease over its term.
For these purposes, interest is allocated to individual Aircraft based on the
weighted average interest cost of the principal balance of the Notes and the
Class E Notes (excluding, in the case of the Class E Notes, the element of
interest (9% per annum) which is payable only in the event that the principal
amount of all the Notes is repaid). This results in a significant number of
leases being "loss making" while still being cash positive. The only significant
"loss making" leases signed in the year to March 31, 1999 were in respect of a
B767 Aircraft on lease to a Latin American lessee and an A320 Aircraft on lease
to a Canadian lessee. Consequently, there was an overall net utilisation of $12
million (Airplanes Limited: $10 million; Airplanes Trust: $2) in respect of
"loss making" lease provisions in the year ended March 31, 1999, compared with
the year to March 31, 1998, where there was an overall net utilisation of $17
million (Airplanes Limited: $14 million; Airplanes Trust: $3 million). The
provision required in the year ended March 31, 1998 was primarily required in
respect of six Fokker 100 Aircraft on lease to a Brazilian lessee which were
restructured during that year. The reduced rental payable under the revised
terms of these leases required an additional "loss making" lease provision of
$13 million in the year ended March 31, 1998.

     OTHER LEASE COSTS

     Other lease costs in the year ended March 31, 1999 amounted to $14 million
(Airplanes Limited: $13 million; Airplanes Trust: $1) compared to other lease
costs of $30 million (Airplanes Limited: $29 million; Airplanes Trust: $1) in
the year ended March 31, 1998. The decrease in other lease costs of $16 million
relate primarily to a decrease in technical costs relating to two B737-200
Aircraft which were redelivered early to Airplanes Group in the year ended March
31, 1998, and a provision required of $5 million (including $3 million relating
to costs payable to Eurocontrol, the European air traffic control regulator) in
respect of three MD83 aircraft which were on lease to a Turkish lessee which
ceased to trade. In addition, there was a release of $9 million withholding tax
provisions, following updated advice that they were no longer required for
certain jurisdictions.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses for the year ended March 31,
1999 amounted to $35 million (Airplanes Limited: $33 million; Airplanes Trust:
$2 million). This is a comparable expense to that incurred in the year to March
31, 1998 of $38 million (Airplanes Limited: $35 million; Airplanes Trust: $3
million).

     The most significant element of selling, general and administrative
expenses are the aircraft servicing fees paid to GECAS. Substantially all of
these amounts represent asset based fees calculated as an annual percentage of
agreed values of Aircraft under management pursuant to a servicing agreement.
Selling, general and administrative expenses of $35 million in the year to March
31, 1999 includes $24 million (Airplanes Limited: $22 million; Airplanes Trust:
$2 million) relating to GECAS servicing fees comparable with the $26 million
incurred in the year to March 31, 1998 (Airplanes Limited: $24 million;
Airplanes Trust: $2 million).

     A further significant element of Airplanes Group's actual selling, general
and administrative expenses reported in the year ended March 31, 1999 was $9
million (Airplanes Limited: $9 million; Airplanes Trust: Nil) in respect of
administrative agency and cash management fees payable to AerFi, similar to the
charge of $9 million for the year to March 31, 1998.

     OPERATING LOSS

     The operating loss for the year ended March 31, 1999 was $181 million
(Airplanes Limited: $168 million; Airplanes Trust: $13 million) compared with an
operating loss of $153 million for the year ended March 31,

                                       49
<PAGE>   51

1998 (Airplanes Limited: $144 million; Airplanes Trust: $9 million). Airplanes
Limited and Airplanes Trust are expected to continue to report substantial
losses in the future.

     TAXES

     There was an overall tax benefit of $3 million (Airplanes Limited: $3
million; Airplanes Trust: Nil) in the year ended March 31, 1999, as compared
with an overall tax benefit of $3 million in the year ended March 31, 1998
(Airplanes Limited: $3 million; Airplanes Trust: Nil).

     NET LOSS

     The net loss after taxation for the year ended March 31, 1999 was $178
million (Airplanes Limited: $165 million; Airplanes Trust: $13 million) compared
with a net loss after taxation for the year ended March 31, 1998 of $150 million
(Airplanes Limited: $141 million; Airplanes Trust: $9 million).

RESULTS OF OPERATIONS -- YEAR ENDED MARCH 31, 1998 COMPARED WITH YEAR ENDED
MARCH 31, 1997

     Airplanes Group results of operations for the year ended March 31, 1998
reflected a continuation of reasonably favourable industry conditions for the
period notwithstanding the fact that certain of its lessees continued to
experience difficult trading conditions, in particular Asian lessees as a result
of the recent severe downturn in the economies of Asia which has undermined
business confidence in the region and has had an adverse impact on the results
of operations of some of Airplanes Group's lessees in the region. See "Item 2:
Business -- The Aircraft, Related Leases and Collateral -- The Lessees -- Asia."
Overall, there was an increase in the net loss to $150 million for the year
ended March 31, 1998 compared to $130 million for the year ended March 31, 1997,
which was primarily attributable to an increase in net interest expense due to
additional interest of approximately $32 million being charged on accrued but
unpaid Class E Note interest. This reflected the fact that there was no net
increase in the bad debts provision in the year ended March 31, 1998 and there
was a net utilisation of a loss-making lease provision of $17 million in the
year ended to March 31, 1998.

     Since March 31, 1998, Airplanes Group has taken early redelivery of four
Fokker 100 Aircraft which were on lease to an Indonesian Lessee. The estimated
cost of restoring these Aircraft to a suitable technical condition for re-lease
is $10 million and this was fully provided for at March 31, 1998. This did not
have an adverse impact on the results for the year ended March 31, 1998 as a
result of maintenance reserve provisions, including lessee credit risk
provisions, in respect of these Aircraft.

     Overall Airplanes Group generated $214 million in cash from operations in
the year ended March 31, 1998 compared with $224 million in the year ended March
31, 1997. The decrease in cash from operations generated in the year to March
31, 1998 is primarily attributable to the decrease in lease revenue receipts (as
a result of Aircraft sales and reduced rentals for the three MD11 Aircraft on
lease to Varig) and an increase in technical costs for the year ended March 31,
1998 as compared to the year ended March 31, 1997. In addition, in the period to
March 31, 1997, there was a receipt from AerFi of $13 million pursuant to the
purchase price adjustment provisions of Airplanes Group's agreement to acquire
certain subsidiaries of AerFi Group resulting in an increase in the cash
provided by operating activities during 1996. These factors were partially
offset by the prepayment during December 1997 of one year's rentals in the
amount of $15 million by one Latin American lessee.

     LEASING REVENUES

     There was a $19 million decrease in leasing revenues (which includes
maintenance reserve receipts which Airplanes Group receives from certain
lessees) for the year ended March 31, 1998 to $585 million (Airplanes Limited:
$512 million; Airplanes Trust: $73 million) compared with $604 million
(Airplanes Limited: $532 million; Airplanes Trust: $72 million) for the year
ended March 31, 1997. The decrease in 1998 is primarily due to the reduced
rental rates for three MD11 Aircraft on lease to Varig which are approximately
one-third lower than the contracted rentals received under such Aircraft's
previous lease agreements which were in effect during the period to March 31,
1997. In addition, there was a reduction in the number of
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<PAGE>   52

Aircraft on lease primarily as a result of the Aircraft sold in the year ended
March 31, 1998. At March 31, 1998, Airplanes Group had 217 of its 221 Aircraft
(including the six Emery Aircraft which were contracted to be sold at March 31,
1998, but did not deliver until April 1998) on lease (Airplanes Limited: 194
Aircraft; Airplanes Trust: 23 Aircraft) compared to 223 of its 229 Aircraft
(Airplanes Limited: 199 Aircraft; Airplanes Trust: 24 Aircraft) at March 31,
1997. Leasing revenues were also adversely affected by the restructuring of
leases in respect of six Fokker 100 Aircraft on lease to a Brazilian lessee with
an average remaining lease term of 29 months. In consideration for an extension
of the leases for 119 months, the revised terms of the leases included rental
rates reduced by approximately 24% and no maintenance reserve payments. These
factors were partially offset by a marginally higher interest rate environment
(which impacts the pricing of certain lease rentals).

     AIRCRAFT SALES

     Sales revenues of $94 million (Airplanes Limited: $37 million; Airplanes
Trust: $57 million) in respect of the sale of seven Aircraft and the insurance
proceeds received in respect of one Aircraft which suffered a constructive total
loss during October 1997 were received in the year ended March 31, 1998. No
Aircraft were sold in the year ended March 31, 1997. The net book value of the
Aircraft sold at the date of sale was $90 million (Airplanes Limited: $32
million; Airplanes Trust: $58 million).

     DEPRECIATION AND AMORTIZATION

     The charge for depreciation and amortization in the year ended March 31,
1998 amounted to $192 million (Airplanes Limited: $170 million; Airplanes Trust:
$22 million) compared with $223 million (Airplanes Limited: $191 million;
Airplanes Trust: $32 million) for the comparative period in 1997. The decrease
arose primarily as a result of additional depreciation of $15 million required
in the year ended March 31, 1997, as a result of the application of FAS 121, in
respect of two DC10 Aircraft. In addition a decrease arose as a result of the
depreciation charge being calculated on the revised aircraft book values net of
all valuation provisions required, and due to the reduction in the number of
Aircraft owned by Airplanes Group.

     NET INTEREST EXPENSE

     Net interest expense amounted to $411 million (Airplanes Limited: $373
million; Airplanes Trust: $38 million) in the year ended March 31, 1998 compared
to $383 million (Airplanes Limited: $343 million; Airplanes Trust: $40 million)
in the year ended March 31, 1997. The increase in net interest expense was
primarily due to additional interest being charged on accrued but unpaid Class E
Note interest of $32 million, in addition to a marginally higher interest rate
environment during the year ended March 31, 1998 which was partially offset by
lower average debt in the year ended March 31, 1998.

     The weighted average interest rate of the Class A - D Notes during the year
ended March 31, 1998 was 6.83% and the average debt in respect of the Class A -
D Notes outstanding during the period was $3,678 million. The Class E Notes
accrue interest at a rate of 20% per annum (as adjusted by reference to the U.S.
consumer price index, effective March 28, 1996). The weighted average interest
rate on the Class A - D Notes during the year ended to March 31, 1997 was 6.61%
and the average debt in respect of the Class A - D Notes outstanding during the
period was $3,936 million.

     The difference between Airplanes Group's $411 million of net interest
expense for the year ended March 31, 1998 (Airplanes Limited: $373 million;
Airplanes Trust: $38 million) and Airplanes Group's cash paid in respect of
interest of $267 million (Airplanes Limited: $245 million; Airplanes Trust: $22
million) is substantially accounted for by the fact that Airplanes Group accrues
interest on the Class E Notes at a rate substantially higher than the per annum
rate of 1% actually paid in the period ended March 31, 1998. Furthermore, as a
result of the greater than expected decrease in Aircraft appraised values as at
February 25, 1997 as compared to the Initial Appraised Values, no interest
payments on the Class E Notes were made from February 17, 1997 until July 15,
1997.

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<PAGE>   53

     Net interest expense is stated after deducting interest income earned
during the relevant period. In the year ended March 31, 1998, Airplanes Group
earned interest income (including lessee default interest) of $16 million
(Airplanes Limited: $16 million; Airplanes Trust: nil) comparable to $17 million
in the year ended March 31, 1997 (Airplanes Limited: $17 million; Airplanes
Trust: nil).

     BAD DEBT AND LOSS-MAKING LEASE PROVISIONS

     Airplanes Group's practice is to provide specifically for any amounts due
but unpaid by lessees based primarily on the amount due in excess of security
held and also taking into account the financial strength and condition of a
lessee and the economic conditions existing in the lessee's operating
environment. While a small number of Airplanes Group's lessees failed to meet
their contractual obligations in the year ended March 31, 1998, resulting in the
requirement for additional provisions in respect of bad and doubtful debts in
respect of these lessees, the credit exposure with regard to certain other
carriers improved in the year. Overall, there was no net provision required in
respect of bad and doubtful debts in the year ended March 31, 1998 or in the
year ended March 31, 1997. While there was no overall net charge required in the
year ended March 31, 1998 there was a requirement for provisions against
receivable balances due from one Indonesian lessee and one Peruvian lessee.
These, however, were offset by a reduction in the provisions required in respect
two Mexican lessees.

     A lease agreement is deemed to be "loss making" in circumstances where the
contracted rental payments are insufficient to cover the depreciation and
allocated interest attributable to the aircraft plus certain direct costs, such
as legal fees and registration costs, attributable to the lease over its term.
For these purposes, interest is allocated to individual aircraft based on the
weighted average interest cost of the remaining principal balance of the Class
A-E Notes (with Class E Note interest assumed to be 11%) or, in periods prior to
March 28, 1996, with indebtedness from AerFi equivalent to the appraised value
of such aircraft at October 31, 1995.

     In the year ended March 31, 1998, there was an overall net "loss making
leases" provision utilised of $17 million (Airplanes Limited: $14 million;
Airplanes Trust: $3 million) compared with a net "loss making leases" provision
utilised of $5 million (Airplanes Limited: $1 million; Airplanes Trust: $4
million) in the year to March 31, 1997. The increase in the net provision
utilised to $17 million in the year ended March 31, 1998 reflects the release of
a provision of $5 million which was provided for in 1997 in respect of one B747
and the reduction in the number of loss-making leases signed in the period. The
only significant provisions required in the year were in respect of the six
Fokker 100 Aircraft on lease to a Brazilian lessee which were restructured in
October 1997 and one A300 Aircraft which was leased to a Turkish lessee for five
years in November 1997.

     OTHER LEASE COSTS

     Other lease costs in the year ended March 31, 1998 amounted to $30 million
(Airplanes Limited: $29 million; Airplanes Trust: $1 million) compared to other
lease costs of $21 million (Airplanes Limited: $20 million; Airplanes Trust: $1
million) in the year ended to March 31, 1997. The increase in the charge in the
year ended to March 31, 1998, was primarily due to an increase in technical
costs of $6 million which relate primarily to two B737-200 Aircraft which were
redelivered early to Airplanes Group and a provision required of $5 million
(including $3 million relating to costs payable to Eurocontrol, the European air
traffic control regulator) in respect of three MD83 Aircraft which were on lease
to a Turkish lessee which ceased to trade on October 3, 1997. All three MD83
Aircraft have since been de-registered and two of the Aircraft delivered to new
lessees during March 1998. The third Aircraft is the subject of a lease contract
and is due to deliver to the lessee during June 1998.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses for both the year ended March
31, 1998 and 1997 amounted to $38 million (Airplanes Limited: $35 million;
Airplanes Trust: $3 million).

     The most significant element of selling, general and administrative
expenses is the aircraft servicing fees paid to GECAS. Substantially all of
these amounts represent asset based fees calculated as an annual percentage of
agreed values of Aircraft under management pursuant to a servicing agreement.
Selling, general
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<PAGE>   54

and administrative expenses of $38 million in the years ended March 31, 1998 and
1997 include $26 million (Airplanes Limited: $24 million; Airplanes Trust: $2
million) relating to GECAS servicing fees.

     A further significant element of Airplanes Group's actual selling, general
and administrative expenses reported in the years ended March 31, 1998 and 1997
was $9 million (Airplanes Limited: $8 million; Airplanes Trust: $1 million) in
respect of administrative agency and cash management fees payable to AerFi.

     OPERATING LOSS

     The operating loss for the year ended March 31, 1998 was $153 million
(Airplanes Limited: $144 million; Airplanes Trust: $9 million) compared with an
operating loss of $140 million for the year ended March 31, 1997 (Airplanes
Limited: $122 million; Airplanes Trust: $18 million). Airplanes Limited and
Airplanes Trust are expected to continue to report substantial losses in the
future.

     TAXES

     There was an overall deferred tax benefit of $3 million in the year ended
to March 31, 1998 (Airplanes Limited: $3 million; Airplanes Trust: nil),
compared with a deferred tax benefit in the same period in 1997 of $10 million
(Airplanes Limited: $10 million; Airplanes Trust: nil).

     NET LOSS

     The net loss after taxation for the year ended March 31, 1998 was $150
million (Airplanes Limited: $141 million; Airplanes Trust: $9 million) compared
with a net loss after taxation for the year ended March 31, 1997 of $130 million
(Airplanes Limited: $112 million; Airplanes Trust: $18 million).

FINANCIAL RESOURCES AND LIQUIDITY

     Airplanes Group's cash balances at March 31, 1999 amounted to $224 million
(Airplanes Limited: $218 million; Airplanes Trust: $6 million) compared to cash
balances at March 31, 1998 of $218 million (Airplanes Limited: $212 million;
Airplanes Trust: $6 million.)

     OPERATING ACTIVITIES

     Operating cash flows depend on many factors including the performance of
lessees and Airplanes Group's ability to re-lease Aircraft, the average cost of
the Notes, the efficacy of Airplanes Group's interest rate hedging policies, the
ability of Airplanes Group's swap providers to perform under the terms of their
swap and similar obligations and whether Airplanes Group will be able to
refinance certain subclasses of Notes that have not been repaid with lease cash
flows.

     Net cash provided by operating activities in the year ended March 31, 1999
amounted to $111 million (Airplanes Limited: $90 million; Airplanes Trust: $21
million) compared with $214 million in the year ended March 31, 1998 (Airplanes
Limited: $183 million; Airplanes Trust: $31 million). This reflects cash paid in
respect of interest of $241 million in the year ended March 31, 1999 (Airplanes
Limited: $219 million; Airplanes Trust: $22 million) compared with $267 million
in the year ended March 31, 1998 (Airplanes Limited: $245 million; Airplanes
Trust: $22 million). The $103 million decrease in cash provided by operating
activities in the year ended March 31, 1999 is primarily attributable to lease
rental and maintenance revenues foregone of $33 million following Aircraft
sales. Lease revenues further declined by $6 million due to lower rentals and no
maintenance billings in respect of six Fokker 100 Aircraft on lease to a
Brazilian lessee, and lower rentals in relation to three MD11 Aircraft on lease
to another Brazilian lessee. There was also a reduction of $8 million in
relation to maintenance billings reaching capped levels for two lessees and a
lease revenue reduction of $12 million resulting from a higher level of downtime
and a lower interest rate environment (which impacts the pricing of certain
lease rentals). In addition there was an increase of $20 million in receivables
outstanding. There was an increase in net outflow of maintenance reserves due to
the acceleration of maintenance events (including as a result of Aircraft
repossessions) in the amount of $15 million and the return of $7 million in
maintenance reserves due to a Latin American lessee as a result of

                                       53
<PAGE>   55

the restructuring of its leases. In addition, during December 1997, one Latin
American lessee prepaid one years rental in the amount of $15 million which
represents cash revenue foregone in the year ended March 31, 1999. Finally,
there was a reduction in the amount of cash paid for interest during the year
ended March 31, 1999 of $26 million, as a result of lower average debt and a
lower average interest rate.

     INVESTING AND FINANCING ACTIVITIES

     Cash flows from investing activities in the year ended March 31, 1999,
amounted to $135 million (Airplanes Limited: $135 million; Airplanes Trust: NIL
million) compared to $101 million in the year ended March 31, 1998. This $34
million increase primarily reflects the proceeds of $132 million (Airplanes
Limited: $37 million; Airplanes Trust: $95 million) from the sale of nineteen
Aircraft. Airplanes Group received sales proceeds from the sale of six DC8
Aircraft, three B737-200A Aircraft, eight DC9-14/15 Aircraft, one B737-300 and
one A300-B4-100, which was scrapped. The reduction in cash provided by capital
and sales type leases to $8 million (Airplanes Limited: $8 million; Airplanes
Trust; Nil) as compared with $17 million in the comparative period to March 31,
1998 (Airplanes Limited: $17 million; Airplanes Trust: Nil) was primarily due to
the sale of two DC-10 Aircraft during December 1997 and one B737-500 Aircraft
during May 1998.

     Cash flows from financing activities in the year to March 31, 1999
primarily reflect the repayment of $240 million of principal on Subclass A-5,
A-6, Class B Notes and Class C Notes by Airplanes Group (Airplanes Limited: $219
million; Airplanes Trust: $21 million) compared with $305 million of principal
repaid on Subclass A-5 and Class B Notes by Airplanes Group (Airplanes Limited:
$281 million; Airplanes Trust: $24 million) in the year ended March 31, 1998.
The decrease in principal repayments in the year ended March 31, 1999 as
compared to the year ended March 31, 1998, is due to a net reduction in cash
provided by investing and operating activities as discussed above.

     INDEBTEDNESS

     Airplanes Group's indebtedness consisted of Class A-E Notes in the amount
of $3,857 million (Airplanes Limited: $3,514 million; Airplanes Trust: $343
million) at March 31, 1999 and $4,097 million (Airplanes Limited: $3,732
million; Airplanes Trust: $365 million) at March 31, 1998. Airplanes Group had
$591 million of Class E Notes outstanding at March 31, 1999 and 1998.

     In order to repay principal on the Subclass A-4, A-7 and A-8 Notes on their
expected maturity dates, Airplanes Group will have to refinance such Notes in
the capital markets. In order to avoid stepped up interest costs, $200 million
of Subclass A-4 Notes, $550 million of Subclass A-7 Notes and $700 million in
Subclass A-8 Notes will have to be refinanced through the sale of further
pass-through certificates in 2003, 2001 and 2003, respectively. There can be no
assurance that the Trust will be able to sell further pass-through certificates
in the amounts and at the times required and any failure to do so may have the
impact of increasing Airplanes Group's borrowing costs.

1999 Aircraft Value Appraisals

     Under the terms of the Notes, Airplanes Group is required annually to
commission an appraisal of the Aircraft. The purpose of the appraisal is to
redirect, when appropriate, excess cash flow to the Class A Notes and to
maintain and reduce the loan to value ratios for each class of Notes. Reductions
in appraised values cannot affect interest payments to be made on the Class A-D
Notes, but can cause the suspension of scheduled principal payments on the Class
C and D Notes and interest payments on the Class E Notes.

     Updated appraisals of the Aircraft were obtained on February 5, 1999. On
the basis of these appraisals, the average appraised Base Value of the Aircraft,
based on the Portfolio of 202 aircraft owned by the Group at March 31, 1999 was
approximately $3,498 million compared with $3,717 million at January 23, 1998,
the date of the previous Base Value appraisals. The decrease in the period since
January 23, 1998 was approximately $61 million more than the decrease implied by
the Aircraft depreciation schedules that form part of the terms of the Notes.
Greater than implied decreases in value occurred across most of the Portfolio,
with significantly greater than implied decreases being experienced by the
Fokker 100 Aircraft, the B737-400 Aircraft and, to a lesser extent, the A320
Aircraft, B737-300 Aircraft, DHC8 Aircraft and MD11 Aircraft. These greater than
                                       54
<PAGE>   56

implied decreases are due primarily, in the case of the Fokker 100s, to Fokker
exiting the industry, in the case of the A320-200s and B737-300/400/500s due
primarily to continued effects of price discounting by Boeing and Airbus in
respect of deliveries due within the next two to three years, in the case of
DHC8s due primarily to the growth in demand for regional jets and in the case of
MD11s to the Boeing/McDonnell Douglas merger and the announcement of the
discontinuance of the McDonnell Douglas product lines. The decrease in appraised
Base Values resulted in the requirement for a Principal Adjustment Amount of $34
million on the Class A Notes which began to be paid from the February 16, 1999
Payment Date. The payment of the Class A Principal Adjustment Amount will result
in a reallocation of cashflows in favour of the Class A Notes until such time as
the Class A target loan to value ratios implied by the terms of the Notes have
been restored. Accordingly, during this period there will be a suspension of
payments of the Class E Minimum Interest Amount and a deferral of payments of
the Class C and D Scheduled Principal Amounts.

     Following the distributions to Certificate holders on May 17, 1999, the
Class A Principal Adjustment Amount outstanding was $25 million and payments of
the Class C and Class D Scheduled Principal Amounts totalling $4 million and
$0.3 million respectively had been deferred.

Cashflow Performance Relative to March 1998 Assumptions

     The March 16, 1998 prospectus relating to the Refinancing contained various
assumptions (the "1998 Assumptions") regarding Airplanes Group's future revenues
and cash inflows. In the period from the March 10, 1998 Calculation Date to the
May 11, 1999 Calculation Date (the "Period"), the cash performance of Airplanes
Group was $7 million ahead of the 1998 Assumptions. This was entirely due to
Aircraft sales of $85 million not assumed in the 1998 Assumptions. This positive
sales variance was substantially offset by gross lease revenue cashflows after
selling, general and administrative expenses, maintenance costs, operating costs
(including interest costs) and expenditure due to Aircraft downtime, defaults,
repossession and bad debts ("Net Operating Cashflows") being $78 million lower
than the 1998 Assumptions in the Period.

     The cash balances retained by Airplanes Group in the form of the liquidity
reserve and expense account funding decreased by $11 million between March 1998
and May 1999 which, when combined with the positive cash performance of $7
million, resulted in principal distributions in the Period of $18 million higher
than the 1998 Assumptions.

Aircraft Sales

     Sales proceeds of $132 million were received in the Period in respect of
the sale of 19 Aircraft (six DC8-71Fs, eight DC9s (the finance lease bullet
payments received were negligible), one B737-300, three B737-200A and one
A300-B4-100 which was scrapped). The 1998 Assumptions reflected sales proceeds
of $47 million in respect of the sale of three DC8-71F Aircraft only.

Net Operating Cashflows

     Net Operating Cashflows were $78 million lower than the 1998 Assumptions in
the Period due to the following:

Lease revenue receipts

     Lease revenue receipts were $35 million lower than the 1998 Assumptions in
the Period. This negative variance is primarily as a result of a number of
lessees (in particular Brazilian lessees as a result of currency difficulties)
going into arrears on their rental payments ($32 million), revenue foregone due
to Aircraft sales ($14 million) and other net negative variances ($7 million)
due to differences in lease rates and interest rate movements. These factors
were partially offset by the fact that revenue lost through downtime and
defaults was $18 million lower than assumed in the 1998 Assumptions.

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<PAGE>   57

Net maintenance costs

     Net maintenance costs were higher than the 1998 Assumptions by
approximately $31 million (the 1998 Assumptions assumed that net maintenance
cashflows would be zero) primarily due to the acceleration of maintenance events
in the amount of $19 million due to Aircraft repossessions, the return of $7
million in maintenance reserves to a Latin American lessee as a result of the
restructuring of its leases and a greater than expected incidence of maintenance
events in the Period. Maintenance expenditure may vary significantly from period
to period as it is impacted by events such as lease extensions and early
redeliveries.

Other leasing/repossession costs

     Other leasing costs were approximately $17 million greater than the 1998
Assumptions. Included in this negative variance were payments made in the form
of lessor contributions to engine refurbishment costs on two A300 Aircraft. In
addition, repossession costs exceeded the 1998 Assumptions by $2 million. These
repossession costs were primarily in respect of three MD83 Aircraft repossessed
from Sunways and four F100 Aircraft repossessed from Sempati. To a lesser extent
they were also related to one B737-400 Aircraft repossessed from Nordic East and
one B737-200A Aircraft which was redelivered from an Indonesian lessee and
subsequently sold in June 1998.

Net interest payments (including hedging costs)

     Net interest payments (including hedging costs) were $12 million lower than
the 1998 Assumptions due to the following:

     Interest payments on the floating rate Class A ($10 million) and Class B
($2 million) Notes were lower than assumed as a result of a combination of lower
principal balances outstanding due to the greater than assumed principal
amortisation and the lower interest rate environment. Also, since the February
1999 Payment Date there has been a suspension of payments of Class E Minimum
Interest Amount ($2 million). See "-- 1999 Aircraft Value Appraisals".

     Net interest rate swap payments were $3 million greater than the 1998
Assumptions. In addition, payments of $2 million in respect of the Minimum and
Supplemental Hedge Payments in the Period were not assumed in the 1998
Assumptions.

     Airplanes Group's cash flows in the Period were also positively affected by
the receipt of default interest on overdue lease rentals from lessees of $1
million. The 1998 Assumptions did not assume any payment of default interest.
Interest income receipts were $2 million higher than 1998 Assumptions due to
higher cash balances retained in Airplanes Group.

Security deposits

     There was a net decrease of $5 million in lessee security deposits held by
Airplanes Group over the Period which was not assumed in the 1998 Assumptions.
This decrease was represented by an equivalent movement in the Liquidity
Reserve.

Principal Distributions

     As a result of the above factors, Airplanes Group repaid $18 million more
debt in the Period than assumed. Distributions of principal to the Class A
Certificate holders were $15 million greater than assumed and distributions of
principal to the Class B Certificate holders were $7 million greater than
assumed. The February 1999 decrease in aircraft valuations has resulted in a
reallocation of cashflows in favour of the Class A Notes through the payment of
Class A Principal Adjustment Amounts. Accordingly, since the February 1999
Payment Date there has been a deferral of payments of the Class C and D
Scheduled Principal Amounts ($4 million and $0.3 million respectively). See "--
1999 Aircraft Value Appraisals".

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<PAGE>   58

YEAR 2000

     As discussed above under "Item 1: Risk Factors -- Year 2000 Risk",
Airplanes Group has made an assessment of the potential impact of the Year 2000
issue on its operations.

THE ACCOUNTS

     Substantially all of Airplanes Group's cash inflows and outflows occur
through certain bank accounts prescribed by the Trust Indentures and the
Security Trust Agreement, which the Cash Manager, acting on behalf of the
Security Trustee, has established. The accounts are as follows: (i) the
Collection Account, (ii) the Lessee Funded Account, (iii) the Expense Account
and (iv) the Rental Accounts. Each of the Collection Account, the Expense
Account, most of the Rental Accounts and the Lessee Funded Account have been
established at a bank having (i) a long-term unsecured debt rating of not less
than AA, or the equivalent, by certain rating agencies or (ii) a certificate of
deposit rating of A-1+ by Standard & Poor's, P-1 by Moody's and that is
acceptable to other relevant rating agencies. Where required by the terms of the
relevant leases, certain Rental Accounts may be established at banks having
ratings of less than AA, or the equivalent, by certain rating agencies or a
certificate of deposit rating of less than A-1+ by Standard & Poor's and P-1 by
Moody's. Except where local legal or regulatory reasons do not permit, all of
such accounts are held in the names of the Security Trustee, who has sole
dominion and control over the Accounts, including, among others, the sole power
to direct withdrawals from or transfers among such accounts. Subject to certain
conditions set forth in the Cash Management Agreement, the Security Trustee has
delegated such authority over the Accounts to the Cash Manager; provided that
the Security Trustee is not responsible for the acts or omissions of the Cash
Manager.

     For as long as any Notes remain outstanding, funds on deposit in the
Accounts will be invested and reinvested at Airplanes Group's written direction
(which direction may be delegated, at Airplanes Group's discretion, to the Cash
Manager pursuant to the terms of the Cash Management Agreement) in one or more
investments permitted under the Trust Indentures, maturing, in the case of the
Collection Account and Expense Account, such that sufficient funds shall be
available to make required payments on the first succeeding scheduled interest
payment date on the Notes after such investments are made; provided that
investment and reinvestment of funds in the Lessee Funded Account must be made
in a manner and with maturities that conform to the requirements of the related
leases. Investment earnings on funds deposited in any Account, net of losses and
investment expenses, will, to the extent permitted by the terms of such related
leases in the case of such funds in the Lessee Funded Account, be deposited in
the Collection Account and treated as collections.

     RENTAL ACCOUNTS

     The lessees make all payments under the leases directly into the applicable
Rental Accounts. Pursuant to the Cash Management Agreement, the Cash Manager
transfers, or causes to be transferred, all funds deposited into the Rental
Accounts into the Collection Account as collections within one business day of
receipt thereof (other than certain limited amounts, if any, required to be left
on deposit for local legal or regulatory reasons).

     THE COLLECTION ACCOUNT

     Collections include all amounts received by Airplanes Group, including (i)
Rental Payments, (ii) payments under any letter of credit, letter of comfort,
letter of guarantee or other assurance in respect of a lessee's obligations
under a lease, (iii) the Liquidity Reserve Amount in the Collection Account,
(iv) amounts received in respect of claims for damages or in respect of any
breach of contract for nonpayment of any of the foregoing (including any amounts
received from any Airplanes Group subsidiary, whether by way of distribution,
dividend, repayment of a loan or otherwise and any proceeds received in
connection with a lessee's restructuring), (v) net proceeds of any Aircraft sale
or amounts received under certain agreements or purchase options under which a
person acquires or is entitled to acquire legal title, or the economic benefits
of ownership of an Aircraft, (vi) proceeds of any insurance payments in respect
of any Aircraft or any

                                       57
<PAGE>   59

indemnification proceeds, (vii) certain amounts transferred from the Lessee
Funded Account to the Collection Account, (viii) net payments to Airplanes Group
under any Swap Agreement, (ix) investment income, if any, on all amounts on
deposit in the accounts (in each case to the extent consistent with the terms of
applicable related leases) and (x) any other amounts received by any member of
Airplanes Group other than certain funds required to be segregated from
Airplanes Group's other funds, certain funds to be applied in connection with a
redemption, certain funds received in connection with a refinancing issue of
Notes and certain amounts required to be paid over to any third party
(collectively, the "COLLECTIONS").

     Collections on deposit in the Collection Account are calculated by the Cash
Manager on the fourth business day immediately preceding each interest payment
date. The portion of the Airplanes Group Expenses that are due and payable or
anticipated to become due and payable over the next interest accrual period on
the Notes (the Required Expense Amount) and that have not been paid directly by
the Cash Manager to Expense payees is transferred into the Expense Account on
each interest payment date and the Cash Manager may, from time to time, transfer
other amounts into the Expense Account in respect of unanticipated Expenses
falling due and payable within such interest accrual period. To the extent funds
are available therefore on any interest payment date, the Cash Manager also
transfers amounts in respect of expenses and costs that are not regular, monthly
recurring expenses but are anticipated to become due and payable in any future
interest accrual period ("PERMITTED ACCRUALS"). Amounts received in respect of
certain segregated Security Deposits and Maintenance Reserves are transferred
directly into the Lessee Funded Account.

     LIQUIDITY RESERVE AMOUNT

     All Collections received by Airplanes Group are either transferred to
another Account as described above and below, paid to the appropriate third
party on behalf of Airplanes Group or held in the Collection Account as a part
of the Liquidity Reserve Amount, a balance required to be held by Airplanes
Group in the Collection Account pursuant to the Cash Management Agreement and
each Trust Indenture. The Liquidity Reserve Amount is (i) the Maintenance
Reserve Amount, currently equal to $80 million as of May 11, 1999, (ii) a
"SECURITY DEPOSIT RESERVE AMOUNT", equal to approximately $50.2 million as of
May 11, 1999, and (iii) a "MISCELLANEOUS RESERVE AMOUNT", equal to $40 million
as of May 11, 1999.

     The Liquidity Reserve Amount at May 11, 1999 equaled approximately $170.2
million and may be increased or decreased from time to time by an action of the
Board of Directors or Board of Controlling Trustees in light of significant
changes in, among other things, the condition of the Aircraft, the terms and
conditions of future leases, the financial condition of the lessees or
prevailing industry conditions; provided that the Airplanes Group will obtain
confirmation in advance in writing from the applicable rating agencies that any
such proposed reduction in the Liquidity Reserve Amount (other than a reduction
attributable solely to a decrease in the Security Deposit Reserve Amount as a
result of Airplanes Group entering into future leases requiring lower security
deposits than expired leases) will not result in a lowering or withdrawal by any
such rating agencies of their respective ratings of any class of Certificates.
If the balance of funds on deposit in the Collection Account should fall below
the Liquidity Reserve Amount at any time (including as a result of Airplanes
Group's determination that the Liquidity Reserve Amount should be increased, as
required by the applicable rating agencies or otherwise), Airplanes Group may
continue to make all payments, including required payments on the Notes, which
rank prior to, or equally with, payments of accrued and unpaid interest on the
Class D Notes and any Permitted Accruals, provided that the balance of funds in
the Collection Account does not fall below the sum of the Maintenance Reserve
Amount and the Miscellaneous Reserve Amount at their then current levels.
However, the balance of funds in the Collection Account may fall below the sum
of the Maintenance Reserve Amount and the Miscellaneous Reserve Amount, at their
then current levels, and Airplanes Group may continue to make payments of (i)
all accrued and unpaid interest on, and, on the final maturity date of any class
or subclass thereof, principal of such class or subclass of, the most senior
class of Notes then outstanding to avoid a Note Event of Default; and (ii)
payments under Airplanes Group's swap agreements.

     At such time as the aggregate outstanding principal balance of the Notes is
less than or equal to the Liquidity Reserve Amount, the balance of funds, if
any, in the Collection Account will be distributed in accordance with the
priority of payments established for the Notes.
                                       58
<PAGE>   60

     THE LESSEE FUNDED ACCOUNTS

     Pursuant to the terms of the leases, certain lessee Security Deposits and
supplemental rent payments to provide for Maintenance Reserves may be required
to be segregated from other Airplanes Group funds. Amounts received from lessees
in respect of such Security Deposits and maintenance obligations are held in the
Lessee Funded Account. Amounts on deposit in the Lessee Funded Account are
accounted for, and, if required by any lease, segregated, on a per lease basis.
Funds on deposit in the Lessee Funded Account are used to make certain
maintenance and security deposit repayment related payments (or such other
payments as may be required or permitted under the terms of the relevant leases)
or may be applied against maintenance-related payments otherwise required to be
made by the lessee during the term of the related lease and will not be used to
make payments in respect of the Notes or the Certificates at any time, including
after a Note Event of Default. In certain circumstances where lessees relinquish
their rights to receive certain maintenance and security deposit payments upon
the expiration of a lease, surplus funds may be credited from the Lessee Funded
Account to the Collection Account.

     THE EXPENSE ACCOUNT

     On each Payment Date on the Notes, the Cash Manager withdraws from the
funds deposited in the Collection Account an amount equal to the Required
Expense Amount, which amount is then used to pay the Expenses. To the extent
that the Required Expense Amount has not been paid directly by the Cash Manager
to Expense payees, the Required Expense Amount is deposited into the Expense
Account. In addition, in the period between interest payment dates on the Notes,
the Cash Manager may make further withdrawals of cash from the Collection
Account in order to satisfy Expenses due and payable prior to the next interest
payment date on the Notes that were not previously anticipated to become so due
and payable on the previous interest payment date. If funds on deposit in the
Collection Account are less than the Required Expense Amount on any Payment Date
on the Notes, Airplanes Group will be unable to pay the Required Expense Amount
in full on such date, which may lead to a default under one or more of Airplanes
Group's various service agreements or other contracts under which the Expenses
arise.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     INTEREST RATE SENSITIVITY

     Airplanes Group's principal market risk exposure is to changes in interest
rates. This exposure arises from its Notes and the derivative instruments used
by Airplanes Group to manage interest rate risk.

     The terms of each subclass of Notes, including the outstanding principal
amount and estimated fair value as of March 31, 1999, are as follows:

<TABLE>
<CAPTION>
                         ANNUAL INTEREST     PRINCIPAL                                          ESTIMATED
                              RATE            AMOUNT       EXPECTED FINAL        FINAL        FAIR VALUE AT
SUBCLASS OF NOTES       (PAYABLE MONTHLY)   AT YEAR END     PAYMENT DATE     MATURITY DATE    MARCH 31, 1999
-----------------       -----------------   -----------   ----------------   --------------   --------------
                                            $MILLIONS                                           $MILLIONS
<S>                     <C>                 <C>           <C>                <C>              <C>
Subclass A-4..........  (LIBOR+.62%)             200      March 15, 2003     March 15, 2019        199.5
Subclass A-6..........  (LIBOR+.34%)             736      January 15, 2004   March 15, 2019        732.9
Subclass A-7..........  (LIBOR+.26%)             550      March 15, 2001     March 15, 2019        547.5
Subclass A-8..........  (LIBOR+.375%)            700      March 15, 2003     March 15, 2019        694.4
Class B...............  (LIBOR+.75%)             313      March 15, 2009     March 15, 2019        304.9
Class C...............  (8.15%)                  367      March 15, 2011     March 15, 2019        382.0
Class D...............  (10.875%)                400      March 15, 2012     March 15, 2019        400.0
                                               -----                                              ------
                                               3,266                                              3261.2
                                               =====                                              ======
</TABLE>

     INTEREST RATE MANAGEMENT

     The leasing revenues of Airplanes Group are generated primarily from lease
rental payments which are either fixed or floating. In the case of floating rate
leases, an element of the rental varies in line with changes in

                                       59
<PAGE>   61

LIBOR, generally six-month LIBOR. Some leases carry fixed and floating rental
payments for different rental periods. Slightly more than half of the leases are
fixed rate leases and there has been an increasing tendency for fixed rate
leases to be written.

     In general, an interest rate exposure arises to the extent that Airplanes
Group's fixed and floating interest obligations in respect of the Class A-D
Notes do not correlate to the mix of fixed and floating rental payments for
different rental periods. This interest rate exposure can be managed through the
use of interest rate swaps. The Class A and B Notes bear floating rates of
interest and the Class C and D Notes bear fixed rates of interest. The mix of
fixed and floating rental payments contains a higher percentage of fixed rate
payments than the percentage of fixed rate interest payments on the Notes,
including as a result of the fact that the reset periods on floating rental
payments are generally longer than the monthly reset periods on the Floating
Rate Notes. In order to correlate the contracted fixed and floating rental
payments to the fixed and floating interest payments on the Notes, Airplanes
Group enters into interest rate swaps (the "SWAPS"). Under the Swaps, Airplanes
Group pays fixed amounts and receives floating amounts on a monthly basis. The
Swaps amortize having regard to the expected paydown schedule of the Class A and
B Notes, the expiry dates of the leases under which lessees are contracted to
make fixed rate rental payments and the LIBOR reset dates under the floating
rate leases. At least every three months, and in practice more frequently, AerFi
Financial, as Airplanes Group's Administrative Agent seeks to enter into
additional swaps or sell at market value or unwind part or all of the Swaps and
any future swaps in order to rebalance the fixed and floating mix of interest
obligations and the fixed and floating mix of rental payments. At March 31,
1999, Airplanes Group had unamortized Swaps with an aggregate notional principal
balance of $2,315 million. The aggregate notional principal balance of these
Swaps will be reduced to $1,010 million by March 31, 2000, to an aggregate
notional principal balance of $685 million by March 31, 2001 and to an aggregate
notional principal balance of $380 million by March 31, 2002. None of the Swaps
have maturity dates extending beyond March 2003. The fair values of the Swaps at
March 31, 1999 was a negative $7.8 million. Airplanes Group is a party to 47
Swaps which are listed below:

AIRPLANES GROUP SWAP BOOK AT MARCH 31, 1999

<TABLE>
<CAPTION>
                                         NOTIONAL                                                        ESTIMATED FAIR
                                        AMOUNT(I)                           FINAL        FIXED RATE      MARKET VALUE AS
SWAP NO.                                (MILLIONS)    EFFECTIVE DATE    MATURITY DATE    PAYABLE(II)    AT MARCH 31, 1999
--------                                ----------    --------------    -------------    -----------    -----------------
<S>                                     <C>           <C>               <C>              <C>            <C>
1.....................................      15           10/21/96          4/15/99         5.6300%             ($8,910)
2.....................................      25             5/6/97          4/15/99         6.0875%            ($24,683)
3.....................................       5            5/15/97          4/15/99         5.9180%             ($4,208)
4.....................................      60           11/17/98          5/15/99         5.0700%            ($12,973)
5.....................................      10           12/15/97          6/15/99         5.9000%            ($20,322)
6.....................................      70           12/15/98          6/15/99         5.0000%             ($6,648)
7.....................................     110           12/22/98          6/15/99         5.0630%            ($27,894)
8.....................................      20           10/28/96          7/15/99         5.8600%            ($37,981)
9.....................................      60            1/15/99          7/15/99         4.9760%             ($2,516)
10....................................     135            1/25/99          7/15/99         4.9175%             $20,996
11....................................     140            2/22/99          8/15/99         4.9975%            ($18,441)
12....................................      45            3/15/99          8/15/99         5.0125%             ($8,287)
13....................................     145            3/18/99          9/15/99         4.9900%            ($15,375)
14....................................       5            9/15/97         10/15/99         5.9050%            ($26,984)
15....................................       0            4/15/99         10/15/99         4.9850%             ($1,294)
16....................................      10            9/22/97          2/15/00         5.7450%            ($60,370)
17....................................      10           12/15/97          4/15/00         6.3900%           ($137,085)
18....................................      55            6/24/97          6/15/00         5.9825%           ($314,376)
19....................................      15            7/15/97          6/15/00         6.0600%           ($167,903)
20....................................      15            2/17/98          6/15/00         5.5475%            ($43,883)
21....................................      40           12/15/97         10/15/00         5.8475%           ($234,729)
22....................................      60             1/6/97         11/15/00         6.1100%           ($560,703)
23....................................      15            1/15/97         11/15/00         6.0550%           ($199,175)
24....................................      10            8/15/97         12/15/00         5.9800%           ($115,536)
25....................................      25           12/23/97          3/15/01         5.8175%           ($215,150)
26....................................     295            3/28/96          4/15/01         6.0925%         ($2,022,020)
27....................................      60            9/30/97          6/15/01         6.0650%           ($849,965)
28....................................      45           10/28/97          6/15/01         5.9600%           ($537,742)
</TABLE>

                                       60
<PAGE>   62

<TABLE>
<CAPTION>
                                         NOTIONAL                                                        ESTIMATED FAIR
                                        AMOUNT(I)                           FINAL        FIXED RATE      MARKET VALUE AS
SWAP NO.                                (MILLIONS)    EFFECTIVE DATE    MATURITY DATE    PAYABLE(II)    AT MARCH 31, 1999
--------                                ----------    --------------    -------------    -----------    -----------------
<S>                                     <C>           <C>               <C>              <C>            <C>
29....................................      65            11/4/97          8/15/01         5.9170%           ($681,809)
30....................................      30            4/15/98          9/15/01         5.7425%           ($360,373)
31....................................      70            3/16/98         12/15/01         5.5150%           ($222,492)
32....................................      15            1/27/98         12/15/01         5.5900%            ($76,789)
33....................................      45            3/16/98          1/15/02         5.7750%           ($368,543)
34....................................      65            4/15/98          2/15/02         5.6050%           ($320,134)
35....................................      40            4/15/98          4/15/02         5.7150%           ($273,332)
36....................................      15            5/27/98          4/15/02         5.8260%           ($185,096)
37....................................      10           10/27/98          5/15/02         4.7675%            $203,084
38....................................       0            5/17/99          6/15/02         5.8750%           ($236,340)
39....................................      10            2/16/99          7/15/02         5.8025%           ($116,552)
40....................................      20            9/15/98          8/15/02         5.3900%             ($3,239)
41....................................     150            7/15/98         12/15/02         5.7160%         ($1,197,398)
42....................................      40            8/25/98          2/15/03         5.6785%            $458,368
43....................................     100           10/15/98          2/15/03         4.8850%           ($151,668)
44....................................      75           11/16/98          2/15/03         4.9450%            $240,078
45....................................      65           12/15/98          2/15/03         5.0540%            $743,601
46....................................       0            2/15/00          3/15/03         5.1365%            $243,404
47....................................       0            1/18/00          3/15/03         5.2725%            $184,428
                                                                                                           -----------
                                                                                                           ($7,774,959)
                                                                                                           ===========
</TABLE>

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

(i) While some of the above have a fixed notional amount many amortise over the
    period to the final maturity date.

(ii) Each of the above Swaps is calculated on a monthly fixed actual/360
     adjusted basis, with the exception of Swap No. 26 which is calculated on a
     monthly fixed 30/360 unadjusted basis.

(iii) Under all Swaps Airplanes Group receives floating at one month LIBOR,
      reset monthly.

     Additional interest rate exposure will arise to the extent that lessees
owing fixed rate rental payments default and interest rates have declined
between the contract date of the lease and the date of default. This exposure is
managed through the purchase of options on interest rate swaps ("SWAPTIONS").
Airplanes Group purchases Swaptions which, if exercised, will allow Airplanes
Group to enter into interest rate swap transactions under which it will pay
floating amounts and receive fixed amounts. These Swaptions can be exercised in
the event of defaults by lessees owing fixed rate rental payments in
circumstances where interest rates have declined since the contract date of such
leases. Because not all lessees making fixed rate rental payments are expected
to default and not all lessee defaults are expected to occur following a decline
in interest rates, Airplanes Group purchases Swaptions in a notional amount less
than the full extent of the exposure associated with the lessees making fixed
rate rental payments. This notional amount (the "TARGET HEDGE") will be varied
from time to time to reflect, among other things, changes in the mix of payments
bases under future leases and in the prevailing level of interest rates. The
payment of premium for any such Swaptions may be made at two points in the
Priority of Payments. Fifty percent of any such payment for any month is a
"MINIMUM HEDGE PAYMENT" and is paid fourth in the Airplanes Group order of
priority of payments. The other 50% of any such premium payable is expended as a
"SUPPLEMENTAL HEDGE PAYMENT" and is paid seventeenth in the Airplanes Group
order of priority of payments. If there are not sufficient amounts available for
distribution, with the result that a Supplemental Hedge Payment would not be
made, then Airplanes Group will reduce the aggregate notional amount of the
Swaptions bought in any given month to reflect the amount that can be bought for
the premium payable as a Minimum Hedge Payment. As a result of the Principal
Adjustment Amount currently being paid (See -- "1999 Aircraft Value
Appraisals"), no Supplemental Hedge Payments will be possible until such time as
the Class A target loan to value ratios implied by the terms of the Notes have
been restored. From time to time the Administrative Agent may also sell at
market value or unwind part or all of the current and any future Swaptions, for
example, to reflect any decreases in the Target Hedge.

                                       61
<PAGE>   63

     In the period from March 28, 1996 to March 31, 1999, Airplanes Group
purchased Swaptions with an aggregate notional principal balance of $483 million
and sold Swaptions with an aggregate notional principal balance of $177 million.
The net aggregate notional principal balance of Swaptions at March 31, 1999
therefore, amounted to $306 million. The fair value of the Swaptions at March
31, 1999 was $1.2 million and because the Swaptions do not qualify for hedge
accounting under U.S. GAAP, the decrease in value of $1.0m since March 31, 1998
has been included in Net Interest Expense for the fiscal year ended March 31,
1999.

     Airplanes Group is a party to 15 Swaptions, which are listed below:

AIRPLANES GROUP SWAPTION BOOK AT MARCH 31, 1999

<TABLE>
<CAPTION>
                                         NOTIONAL                                                      ESTIMATED FAIR
                                          AMOUNT      EXERCISE DATE        FINAL        FIXED RATE     MARKET VALUE AS
SWAPTION NO                             (MILLIONS)    (ON OR AFTER)    MATURITY DATE    RECEIVABLE    AT MARCH 31, 1999
-----------                             ----------    -------------    -------------    ----------    -----------------
<S>                                     <C>           <C>              <C>              <C>           <C>
1.....................................      17           8/17/98          4/15/00         5.000%              9,193
2.....................................      10           3/16/98         10/15/00         5.000%             93,587
3.....................................       4           5/15/98         10/15/00         5.000%             37,435
4.....................................      25           9/15/98         11/15/00         5.200%             42,676
5.....................................       7           2/17/98          1/15/01         5.000%              8,680
6.....................................      24           1/15/98          5/15/01         5.000%             44,441
7.....................................      50           9/15/98         12/15/01         5.300%            245,984
8.....................................      30           1/15/98          4/15/02         5.000%             99,919
9.....................................      20           2/17/98          9/15/02         5.100%              8,619
10....................................      14           4/15/98          9/15/02         5.100%              6,033
11....................................      15           3/16/98          3/15/03         5.100%             71,148
12....................................      50           7/15/98          3/15/03         5.100%            232,766
13....................................      20           4/15/98          6/15/03         5.100%            101,875
14....................................      10           9/15/98          9/15/03         5.300%             89,523
15....................................      10           2/16/99          2/15/04         5.400%             91,837
                                                                                                          ---------
                                                                                                          1,183,716
                                                                                                          =========
</TABLE>

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

(i) Under each Swaption, if exercised, Airplanes Group would receive fixed at
    the rate indicated above on a monthly fixed 30/360 unadjusted basis.

(ii) Under each Swaption, if exercised, Airplanes Group would pay floating at
     one month LIBOR, reset monthly.

     Through the use of Swaps, Swaptions and other interest rate hedging
products, it is Airplanes Group's policy not to be adversely exposed to material
movements in interest rates. There can be no assurance, however, that Airplanes
Group's interest rate risk management strategies will be effective in this
regard.

     The Directors of Airplanes Limited and the Controlling Trustees of
Airplanes Trust are responsible for reviewing and approving the overall interest
rate management policy and transaction authority limits. Specific hedging
contracts are approved by officers of the Administrative Agent acting within the
overall policies and limits. Counterparty risk is monitored on an ongoing basis.
Counterparties are subject to the prior approval of the Directors of Airplanes
Limited and the Controlling Trustees of Airplanes Trust. Airplanes Group's
counterparties consist of the affiliates of major U.S. and European financial
institutions who have credit ratings, or provide collateralization arrangements,
which are consistent with maintaining the ratings of the Class A Certificates.

     The quantitative disclosure and other statements in this section are
forward-looking statements that involve risks and uncertainties. Although
Airplanes Group's policy is to limit its exposure to changes in interest rates,
it could suffer higher cash flow losses as a result of actual future changes in
interest rates. It should also be noted that Airplanes Group's future exposure
to interest rate movements will change as the composition of its lease portfolio
changes or if it issues new subclasses of additional notes or refinancing notes
with different interest rate provisions from the Notes. Please refer to "Risk
Factors" for more information about risks, especially lessee credit risk, that
could intensify Airplanes Group's exposure to changes in interest rates.

                                       62
<PAGE>   64

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The response to this item is submitted as a separate section of this
report. See "Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K".

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

     None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

DIRECTORS AND CONTROLLING TRUSTEES

     The Directors and the Controlling Trustees of Airplanes Limited and
Airplanes Trust, respectively, their respective ages and principal activities
are as follows:

<TABLE>
<CAPTION>
NAME                             AGE    OFFICES HELD WITH THE REGISTRANTS
----                             ---    ---------------------------------
<S>                              <C>    <C>
Richard E. Cavanagh............  53     Independent Director, Airplanes Limited
                                        Controlling Trustee, Airplanes Trust
Roy M. Dantzic.................  54     Independent Director, Airplanes Limited
                                        Controlling Trustee, Airplanes Trust
Hugh R. Jenkins................  65     Independent Director, Airplanes Limited
                                        Controlling Trustee, Airplanes Trust
William M. McCann..............  55     Independent Director and Chairman, Airplanes Limited
                                        Controlling Trustee and Chairman, Airplanes Trust
Brian T. Hayden................  51     E Note Director, Airplanes Limited
                                        E Note Controlling Trustee, Airplanes Trust
</TABLE>

     Certain individuals other than the Directors and Controlling Trustees
listed above serve as directors of various subsidiaries of Airplanes Group.

     On November 20, 1998, William Franke resigned as Chairman and Independent
Director, Airplanes Limited, and as Chairman and Controlling Trustee, Airplanes
Trust. He was replaced as Chairman of Airplanes Limited and Airplanes Trust by
Mr. McCann.

     Also on November 20, 1998, Edward Hansom resigned as E Note Director of
Airplanes Limited and as E Note Controlling Trustee of Airplanes Trust and was
replaced by Mr. Hayden who was appointed by GE Capital as Class E Note holder.

     On March 30, 1999, Richard Cavanagh was appointed as an Independent
Director and Controlling Trustee. Mr. Cavanagh is President and Chief Executive
Officer of The Conference Board, Inc., a global business research and membership
enterprise supported by some 3,000 corporate members in 67 nations and based in
New York City. Prior to taking up his current position in 1995, he earlier
served for eight years as Executive Dean of the Kennedy School of Government at
Harvard University. Before that, he was a partner of McKinsey & Company, Inc.,
an international management consulting firm. During his 17 years with McKinsey,
he took a two-year public service leave and held senior positions in The White
House Office of Management & Budget. He co-authored the management book The
Winning Performance. Mr. Cavanagh serves as a director of AFT, the BlackRock
Mutual Fund family, Arch Chemicals (formerly Olin), The Fremont Group (formerly
Bechtel Investments) and The Guardian Life Insurance Company.

     Roy Dantzic started his career with Coopers & Lybrand qualifying as a
chartered accountant in 1968. He moved into the City of London in 1970 and spent
the next 10 years in corporate advisory work, principally as a
                                       63
<PAGE>   65

director of Samuel Montagu. In 1980, the British Government appointed Mr.
Dantzic as Finance Director of British National Oil Corporation and he served in
such capacity until 1984. Between 1985 and 1989 he was a director of the
corporate broking division of Wood McKenzie. In 1989 he joined the board of
Stanhope Properties and served as its Finance Director from 1992 until the
company was acquired in 1995. In August 1995, Mr. Dantzic became a director of
the corporate broking division of Merrill Lynch International Ltd. He has served
as a non executive director on the boards of Central Electricity Generating
Board, British Nuclear Fuels Limited, Saxon Oil Limited and Total Oil Holdings
Ltd. Mr. Dantzic is currently managing director of the property division of BG
plc and non-executive chairman of Associated British Cinemas.

     Hugh Jenkins has spent over 20 years in senior investment management
positions. Most recently with the Prudential Corporation Plc, a large life
insurance company where from 1989 to December 1995 he was an Executive Director
and Chairman/Chief Executive of its investment management subsidiary with
overall responsibility for the Group's investments worldwide. His previous
appointments included: 1986-1989 Group Investment Director of Allied Dunbar
Insurance Plc, 1985-1986 Director of Heron International, N.V. and from
1973-1985 as Director-General of Investments for the pension plans of the
National Coal Board. He is currently Chairman of Development Securities Plc and
a non-executive Director of The Rank Group Plc, EMI Group Plc, Johnson Matthey
Plc and Gartmore European Investment Trust Plc.

     William McCann, a chartered accountant, was from 1987 to 1995 the Managing
Partner of Craig Gardner/Price Waterhouse in the Republic of Ireland. From 1991
to 1995 he was a member of the Price Waterhouse World Board and from 1993 to
1998 was a director of the Central Bank of Ireland. Mr. McCann currently is
Chairman of the Electricity Supply Board, Ireland, and Deputy Chairperson of the
Irish Takeover Panel. He is also a Director of Anglo Irish Bank Corporation Plc,
Canada Life Assurance (Ireland) Limited and Murray Global Accumulation Funds plc
and is Chairman or a Director of a number of other companies. He is a member of
the Irish National Competitiveness Council and is a Board Member of the
University College Dublin Graduate School of Business.

     Brian Hayden started his career with Aer Lingus having qualified as a
mechanical engineer in 1970. He worked in various management positions within
Aer Lingus during the next 19 years. In 1989, he moved to AerFi to head the
technical division as Senior Vice President -- Technical based in Shannon,
Ireland. In 1993, he joined GECAS and is presently Executive Vice President with
responsibility for Technical Management of the GECAS owned and managed fleet. He
is a director of GECAS and a former director of Irish Helicopters.

     The Board of Directors and the Controlling Trustees of Airplanes Limited
and Airplanes Trust, respectively, are non-executive Directors and Controlling
Trustees, as the case may be. Further, as is common with many other special
purpose companies, neither Airplanes Limited nor Airplanes Trust has, or will
have, any employees or executive officers. Accordingly, the Board of Directors
and the Controlling Trustees will each rely upon the Servicer, the
Administrative Agent, the Cash Manager and the other service providers for all
asset servicing, executive and administrative functions pursuant to the
respective service provider agreements.

THE SERVICER

     GECAS provides various aircraft-related services to Airplanes Group as
Servicer under the Servicing Agreement. On November 20, 1998, GE Capital
acquired the Airplanes Group Class E Notes previously held by AerFi Group.

GENERAL

     GECAS and its affiliates manage one of the world's most significant
portfolios of commercial aircraft. As of March 31, 1999, the GECAS Managed
Portfolio consisted of 836 aircraft, which are on lease to more than 157 lessees
in 53 countries throughout the world. GE Capital announced in early 1996 that it
had entered into a multi-year order for five Boeing 777s and 119 Boeing 737 jet
aircraft, and options for 76 Boeing 737 jet aircraft of which 41 aircraft have
been delivered. In addition GE Capital purchased 38 Boeing 737 jet aircraft,
which were not included in the order book announced in 1996. On July 15, 1996,
GE Capital entered into a
                                       64
<PAGE>   66

multi-year order for 40 A319, A320 and A321 aircraft and five A340 aircraft, and
options for a further 40 A319, A320 and A321 aircraft. Nineteen aircraft under
this order were delivered through March 31, 1999. As a global commercial
aviation financial services company, GECAS and its affiliates (i) offer a broad
range of financial products to airlines and aircraft operators, aircraft owners,
lenders and investors, including financing leases, operating leases,
tax-advantaged and other incentive-based financing and debt and equity financing
and (ii) provide asset management, marketing and technical support services to
aircraft owners, lenders and investors, including GE Group, AerFi and their
respective affiliates, and certain third parties. GECAS, together with GECAS,
Inc., has access to approximately 208 employees worldwide and has operations in
Stamford, Connecticut; Shannon, Ireland; Miami, Florida; Dallas, Texas; and a
number of other locations, including Beijing, Hong Kong and Singapore.

     GECAS is headquartered in Shannon, Ireland and at March 31, 1999 had 103
employees.

     One of GECAS's principal businesses is providing a broad range of financial
products to airlines and aircraft operators and to aircraft owners, lenders and
investors throughout the world. To meet the fleet financing needs of its airline
customers, GECAS and its affiliates offer such financing options as financing
leases (including both direct financing and leveraged leases), operating leases
and other structured finance products, as well as engine and rotable leasing and
flight simulator services. In conjunction with this business, GECAS and its
affiliates are responsible for developing, negotiating and consummating
aircraft-related investment opportunities in the aviation industry for its
affiliate, GE Capital, including the acquisition of aircraft for GE Capital. On
behalf of GE Capital or its affiliates, GECAS will likely offer aircraft or
engine financing to customers of the GE Aircraft Engines Division, and will also
likely offer, on behalf of GE Group, other financial products to such customers,
including in connection with a restructuring or other modification of such
customer's existing financing provided by the GE Aircraft Engines Division, or
otherwise. In addition, GE Capital holds the majority of the Airplanes Group
Class E Notes and may acquire interests in other portfolio securitisations.

     With respect to its owner, lender and investor customers, GECAS intends to
continue to market a range of products that are intended to allow financial
institutions and other investors to realize the benefits of aircraft ownership
while the aircraft are managed by GECAS. GECAS expects to arrange and negotiate
the sale of aircraft with operating leases in place, rental rates, tax benefits
and related assets from the portfolio it manages, as well as structured pooled
financings and other incentive-driven transactions.

     GECAS offers a broad range of management services to aircraft owners,
lenders and investors, including collection of rental payments, arranging and
monitoring of aircraft maintenance performed by others, limited technical
inspection of aircraft, arranging and monitoring insurance, arranging for
aircraft valuations, registration and deregistration of aircraft, monitoring
compliance with lease agreements and enforcement of lease provisions against
lessees, confirming compliance with applicable ADs and facilitating delivery and
redelivery of aircraft. GECAS devotes substantial resources to marketing for
sale and re-lease of the aircraft that it manages. Generally, to the extent an
aircraft is on lease at the time it is being marketed for sale, it is a more
attractive candidate to be sold to potential financial investors when compared
to an aircraft that is not currently under lease. GECAS arranges for its
customers, including GE Capital, AerFi and their respective affiliates and
certain third parties, the sale of both unencumbered aircraft and aircraft that
are subject to operating leases to investors who seek a return on their
investment from a combination of future rental payments, the aircraft's residual
value and, in certain instances, tax benefits. GECAS identifies potential
purchasers, determines which aircraft satisfy the specific needs of a particular
airline or investor, negotiates commercial terms and executes the sale of such
aircraft. GECAS's lease marketing activities serve both its airline customer
base and its investor customer base. GECAS designs tax-advantaged transactions
as well as operating lease structures, both to meet the varying needs of its
customers and to facilitate the subsequent sale of the leased aircraft to
financial investors. The aircraft and lease marketing services provided by GECAS
include planning, negotiation and execution of leases and remarketing aircraft
for re-lease prior to expiration of a lease term.

                                       65
<PAGE>   67

     The table below sets forth the different aircraft comprising the GECAS
Managed Portfolio as of March 31, 1999 by manufacturer and by whether the
aircraft are owned and managed by affiliates of GE Capital or simply managed for
third parties.

<TABLE>
<CAPTION>
                                                     GE CAPITAL    OTHER MANAGED     AIRPLANES
AIRCRAFT TYPE AND CLASS                               FLEET(1)    THIRD PARTIES(2)     GROUP     TOTAL
-----------------------                              ----------   ----------------   ---------   -----
<S>                                                  <C>          <C>                <C>         <C>
Airbus
  A300............................................       18              --               5        23
  A310............................................        8              --              --         8
  A319............................................       13              --              --        13
  A320............................................       34               4              12        50
  A321............................................        2              --              --         2
Boeing
  B727............................................       18              --               2        20
  B737-200........................................       51               8              29        88
  B737-300/400/500(3).............................      193               3              43       239
  B737-700/800....................................       28              --              --        28
  B747............................................       27              --               1        28
  B757-200........................................       27              --               3        30
  B767-200ER......................................        8              --               1         9
  B767-300ER......................................       27              --               4        31
  B777-200........................................        3              --              --         3
McDonnell Douglas
  DC8.............................................        2              --              19        21
  DC9.............................................        7              24              10        41
  DC10............................................       11               1              --        12
  MD11............................................        4               2               3         9
  MD82............................................       28               6               2        36
  MD83............................................       20               5              23        48
  MD87............................................       --              --               1         1
  MD88............................................       14              --              --        14
Fokker
  F100............................................        6               7              16        29
Other Jets........................................       13               2              --        15
Turboprops........................................        3               7              28        38
                                                        ---             ---             ---       ---
     Total........................................      565              69             202       836
                                                        ---             ---             ---       ---
Body Type:
  Widebody........................................      107               3              14       124
  Narrowbody......................................      458              66             188       712
Stage Compliance:(4)
  Stage 2.........................................       71              12              41       124
  Stage 3.........................................      494              57             161       712
</TABLE>

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

(1) Certain aircraft included in the GE Capital fleet are owned by joint
    ventures or pursuant to other arrangements in which unaffiliated parties
    have interests.

(2) The third parties include AerFi and AFT.

(3) For purposes of this table, 10 B737 aircraft have been included in the GE
    Capital fleet but both AerFi and GE Capital are included in the lease chain.

(4) Turboprop aircraft have been classified as Stage 3 compliant.

                                       66
<PAGE>   68

THE SERVICING AGREEMENT

     The Servicer and its affiliates have not assumed and are not responsible
for, or guarantors of, and shall not assume or be responsible for, or guarantors
of, any liabilities of Airplanes Limited, Airplanes Trust, Holding Co. or any of
their affiliates, including, without limitation, any payments due with respect
to the Notes.

     The Servicer provides services pursuant to the terms of the Servicing
Agreement on behalf of Airplanes Group (except in certain circumstances
described below where a substitute servicer may perform such services). The
Servicing Agreement (a) sets forth the various duties of the Servicer with
respect to the management and administration of the Aircraft and the leases, (b)
sets forth certain aircraft marketing activities to be performed by the Servicer
and (c) sets forth certain Aircraft management-related obligations of the
Servicer in connection with offers and sales by Airplanes Group of Refinancing
Certificates.

     The Servicer provides the services in accordance with the express terms of
the Servicing Agreement, which, inter alia, provides that the Servicer will act
in accordance with applicable law and with directions given by Holding Co., on
behalf of Airplanes Limited, AeroUSA and Holding Co., from time to time in
accordance with the Servicing Agreement. In addition, under the Servicing
Agreement, the Servicer agrees to perform its services in accordance with the
GECAS Services Standard and the GECAS Conflicts Standard.

     The duties and obligations of the Servicer are limited to those expressly
set forth in the Servicing Agreement and the Servicer does not have any
fiduciary or other implied duties or obligations to the Airplanes Group or any
other person, including any Certificateholder.

     In addition to managing the Aircraft, GECAS also participates in the
management of aircraft assets owned by GE Group and other third parties,
including AerFi and AFT. In the course of conducting such activities, GECAS will
from time to time have conflicts of interest in performing its obligations on
behalf of Airplanes Group. Under certain circumstances, the Servicer may resign
from the performance of its duties pursuant to the Servicing Agreement in
relation to all the Aircraft generally or, in certain circumstances, one or more
Aircraft individually, provided in either case that (other than in the case of
resignation for non-payment of fees) a replacement servicer has been appointed
that complies with certain criteria. With respect to the negotiation of certain
conflicts of interest, the Servicer may withdraw from representing Airplanes
Group, which shall be required to appoint an independent representative to
represent Airplanes Group as to such negotiation, and the Servicer shall be
entitled to act on behalf of itself or any of its affiliates with respect to
such negotiation.

     Pursuant to the Servicing Agreement, the Servicer is not liable or
accountable to any person, other than Airplanes Limited, AeroUSA and Holding Co.
to the limited extent described below, under any circumstances, for any Losses
and Airplanes Limited, AeroUSA and Holding Co. jointly and severally indemnify
the Servicer and its affiliates on an after-tax basis for any Losses, unless
such Losses are finally adjudicated to have resulted directly from the
Servicer's gross negligence or wilful misconduct in respect of its obligation to
apply the GECAS Services Standard or the GECAS Conflicts Standard in respect of
its performance of the services under the Servicing Agreement. Airplanes
Limited, AeroUSA and Holding Co. also jointly and severally indemnify the
Servicer and its affiliates on an after-tax basis for any losses that may be
imposed on, incurred by or asserted against, the Servicer or any of its
affiliates, directly or indirectly, arising out of, in connection with or
related to, the Servicer or any of its affiliates' involvement (or alleged
involvement) in connection with the structuring or implementation of any aspect
of the Acquisition, the Underwritten Offering or related transactions. Airplanes
Limited, Holding Co. and AeroUSA are entitled jointly to terminate the Servicing
Agreement if the Servicer fails to perform in any material respect any material
service thereunder to either the GECAS Services Standard or the GECAS Conflicts
Standard and such failure has a material adverse effect on Airplanes Group taken
as a whole.

     Notwithstanding anything to the contrary stated above, the Servicer is not
obligated to take or refrain from taking any action that it believes is
reasonably likely to (i) violate any applicable law with respect to GECAS or its
affiliates, (ii) violate any established written policies of GE, in effect from
time to time,

                                       67
<PAGE>   69

applicable to GE Group related to business practices with respect to legal,
ethical and social matters ("GE Policy") or (iii) lead to an investigation by
any governmental authority.

     AIRCRAFT SERVICES

     Pursuant to the Servicing Agreement, the Servicer has, inter alia,
undertaken:

     -- to grant Airplanes Group and its agents, including the Administrative
        Agent, access to certain information and personnel of the Servicer under
        specified circumstances to enable Airplanes Group to monitor the
        Servicer's compliance with the Servicing Agreement and otherwise for the
        purposes of Airplanes Group's business

     -- not to commingle with its own funds any funds of Airplanes Group.

     The main categories of services being provided by the Servicer pursuant to
the Servicing Agreement in respect of the Aircraft (the "Services") are:

     -- lease marketing services, including, subject to the terms of the Trust
        Indentures and the Servicing Agreement, re-marketing, lease negotiation
        and execution (including, without limitation, negotiating final lease
        terms)

     -- Aircraft assets management services, including lease rent collection,
        Aircraft maintenance, insurance, contract compliance of, and enforcement
        against, lessees, and accepting delivery and re-delivery of Aircraft

     -- Aircraft sales services as, when and to the extent directed by Airplanes
        Group

     -- monitoring of maintenance and provision of records and information with
        respect to the Aircraft

     -- arranging for valuations and monitoring regulatory developments

     -- using commercially reasonable efforts to keep Airplanes Group in
        compliance with certain covenants under the Notes directly relating to
        the operation of the Aircraft

     -- providing to Airplanes Group certain data and information relating to
        the Aircraft

     -- certain limited Aircraft-related assistance in connection with the
        public or private offerings of Refinancing Certificates, including
        consenting to public disclosure relating to the Servicer and its
        affiliates contained in any prospectus, certain limited Aircraft-related
        participation in marketing activities solely with respect to the
        Aircraft and the Servicer and the Services, and providing Airplanes
        Group, underwriters, rating agencies and/or other advisors with the
        reasonable opportunity to conduct due diligence with respect to the
        Servicer as it relates to the Aircraft

     -- legal and other professional services in relation to the Aircraft (other
        than in relation to litigation not arising in the ordinary course of the
        operating lease business by or against Airplanes Group, or any of its
        affiliates)

     -- periodic reporting of operational information relating to the Aircraft

     OPERATING GUIDELINES

     Under the Servicing Agreement, the Servicer is entitled to exercise such
authority as is necessary to give it a practicable and working autonomy in
performing the Services, while at the same time Holding Co., acting on behalf of
Airplanes Group through the Administrative Agent and in its own capacity, has
established monitoring and control procedures which are expected to enable it
properly to manage the business and assets of the Airplanes Group.

     Pursuant to the terms of the Servicing Agreement, the Servicer is required
to comply with the GECAS Services Standard and the GECAS Conflicts Standard in
the performance of the Services. All transactions to be entered into by the
Servicer on behalf of Airplanes Group (other than with other persons within
Airplanes Group) are required to be at arm's length and on fair market value
terms unless otherwise agreed or directed

                                       68
<PAGE>   70

by Airplanes Group. Certain transactions or matters with respect to Aircraft
require the specific approval of Airplanes Group, including:

     -- sales of Aircraft (other than as required by a lease)

     -- the entering into of any leases (including renewals or extensions,
        unless any such lease had originally been approved) if the lease does
        not comply with any applicable operating covenants governing the
        Certificates

     -- terminating any lease or leases (without substitution of, or replacement
        by, another substantially similar lease) to any single lessee with
        respect to Aircraft then having an aggregate depreciated net book value
        in excess of $200 million

     -- unless provided for in the applicable budget, entering into any contract
        for the modification or maintenance of Aircraft where the costs to be
        incurred (A) exceed the greater of (i) the estimated aggregate cost of a
        heavy maintenance check for similar aircraft and (ii) available
        Maintenance Reserves or other collateral under the related lease or (B)
        are outside the ordinary course of Airplanes Group's business

     -- issuing any guarantee on behalf of, or otherwise pledging the credit of,
        other than with respect to trade payables in the ordinary course of
        business, Airplanes Limited, Airplanes Trust, Holding Co. or any of
        their subsidiaries (other than in connection with entering into a lease
        with respect to an Aircraft)

     -- any transaction with GE Capital or any of its affiliates not
        contemplated in the Servicing Agreement.

     BUDGETS

     Holding Co. will adopt an annual budget each year with respect to all
Aircraft owned by Airplanes Group. Under the Servicing Agreement, the Servicer
has undertaken to use reasonable commercial efforts to attempt to achieve the
budget each year.

     MANAGEMENT FEES

     Airplanes Limited, AeroUSA and Holding Co. are, jointly and severally,
obligated to pay a fee (the "Asset Based Servicing Fee") to the Servicer,
pursuant to the Servicing Agreement, in a per annum amount initially equal to
approximately 0.495% of an agreed book value of each Aircraft, payable monthly
in arrears on a pro rata basis for the period such Aircraft is under management.
The fee is indexed annually by reference to the US and Irish consumer price
indices and for the year to March 31, 1999 it was 0.51% of agreed book value.
Airplanes Group is obliged to pay for certain expenses incurred or approved by
the Servicer on behalf of Airplanes Group in connection with the Servicer's
performance of the Services. These expenses include, among other expenses,
Aircraft maintenance costs and insurance, outside professional advisory fees
(including legal fees) and other out of pocket expenses, all of which in the
aggregate may constitute a significant additional component of Airplanes Group's
total overhead costs. In the year ended March 31, 1999 Aircraft Maintenance
Reserve expenditures amounted to $85 million. Other expenses, including outside
professional advisory fees, insurance and other out of pocket expenses amounted
to $26 million. The Servicer is also entitled to certain additional fees based
on (i) the aggregate annual cash flow generated by the leases in excess of
certain cash flow targets and (ii) sales of Aircraft at the direction of
Airplanes Group. Such fees are subject to a mandatory aggregate annual minimum
fee in the amount of $1.5 million. In the year ended March 31, 1999, the
Servicer was paid $1.5 million in such additional fees.

     In addition, the Servicer is entitled to certain additional fees in
connection with various Aircraft management-related services required to be
provided by the Servicer pursuant to the Servicing Agreement in connection with
any offerings and sales by the Airplanes Group of Refinancing Certificates.

     TERM AND TERMINATION

     The Servicing Agreement is for a non-cancellable initial term expiring on
the earlier of (i) March 28, 2014 (which is prior to the final maturity date of
certain Certificates) or (ii) payment in full of all amounts

                                       69
<PAGE>   71

outstanding to be paid under the Notes. Each party will have the right to
terminate the Servicing Agreement under certain circumstances. The Servicer has
the right to terminate the Servicing Agreement if, among other things:

     -- Airplanes Limited, AeroUSA and/or Holding Co. fails to pay when due (i)
        any servicing fees if not paid within five days of notice of such
        failure, or (ii) any other amount payable by Airplanes Limited, AeroUSA
        or Holding Co. to the Servicer if not paid within ten days of notice of
        such failure

     -- Airplanes Limited, AeroUSA, Holding Co. or any of their subsidiaries
        fail to perform or observe or violate in any material respect any
        material term, covenant, condition or agreement to be performed or
        observed by it under the Servicing Agreement

     -- any material representation or warranty by any person within the
        Airplanes Group pursuant to the Servicing Agreement or any other related
        document shall be false or misleading in any material respect and such
        misrepresentation or breach of warranty is reasonably likely to have a
        material adverse effect on the Servicer or its rights and obligations
        under the Servicing Agreement

     -- an involuntary proceeding is commenced in respect of Airplanes Limited,
        Airplanes Trust, AeroUSA, Holding Co. or certain subsidiaries of any of
        such entities under applicable bankruptcy, insolvency, receivership or
        similar law, and such proceeding shall continue undismissed for 75 days
        or any such person shall go into liquidation, suffer a receiver or
        mortgagee to take possession of all or substantially all of its assets
        or a voluntary proceeding is commenced in respect of Airplanes Limited,
        Airplanes Trust, AeroUSA, Holding Co. or certain subsidiaries of any of
        such entities under bankruptcy, insolvency, receivership or similar law
        or any such person shall make a general assignment for the benefit of
        its creditors

     -- no person within Airplanes Group owns any Aircraft

     -- the Trust Indentures shall cease to be in full force and effect

     -- any guarantee in favor of the Servicer by any person within Airplanes
        Group ceases to be legal, valid and binding.

     Airplanes Limited, AeroUSA and Holding Co. have the right to terminate the
Servicing Agreement upon:

     -- the Servicer ceasing to be at least 75% owned, directly or indirectly,
        by GE Capital or GE

     -- the Servicer failing in any material respect to perform any material
        services required pursuant to the Servicing Agreement in accordance with
        the GECAS Services Standard or the GECAS Conflicts Standard and such
        failure having a material adverse effect on Airplanes Group taken as a
        whole

     -- commencement of an involuntary proceeding in respect of GE, GE Capital
        or the Servicer under bankruptcy, insolvency, receivership or similar
        law, if such proceeding continues undismissed for 75 days or any such
        person shall go into liquidation, suffer a receiver or mortgagee to take
        possession of all or substantially all of its assets or commencement of
        a voluntary proceeding in respect of GE, GE Capital or the Servicer
        under bankruptcy, insolvency, receivership or similar law or any such
        person shall make a general assignment for the benefit of its creditors.

     The Servicer may resign from performing the services pursuant to the
Servicing Agreement if it reasonably determines that directions given, or
services required, would, if carried out (i) be unlawful under applicable law,
(ii) be in violation of GE Policy, (iii) be likely to lead to an investigation
by any governmental authority, (iv) expose the Servicer to liabilities for which
adequate indemnity has not been provided or (v) place the Servicer in a conflict
of interest with respect to which, in the Servicer's good faith opinion, the
Servicer could not continue to perform its obligations under the Servicing
Agreement in accordance with its terms.

     The Servicer may not resign from its obligations under the Servicing
Agreement nor may the Servicing Agreement be terminated, except upon expiration
of the Servicing Agreement at the end of the term thereof,

                                       70
<PAGE>   72

unless a replacement servicer has been appointed and accepted such appointment
and the applicable rating agencies have confirmed to Airplanes Group that no
lowering or withdrawal of the then current ratings of any Certificates will
result from such appointment. In the event that a replacement servicer has not
been appointed within 90 days after any termination of the Servicing Agreement
or resignation by the Servicer, the Servicer may petition any court of competent
jurisdiction for the appointment of a replacement servicer. Notwithstanding any
other term to the contrary, the Servicer may terminate the Servicing Agreement,
whether or not a replacement servicer has been appointed and accepted such
appointment, in the event that Airplanes Limited, AeroUSA or Holding Co. have
failed, after the applicable cure periods, to pay amounts due to the Servicer.

     TAX STATUS

     By virtue of GECAS's ownership of 5% of the issued and outstanding ordinary
share capital of Holding Co. and the continued ability of GECAS to satisfy
certain employment levels in Shannon, Ireland, it is intended that the Irish tax
resident Transferred Companies will continue to benefit from their status as
Shannon certified companies. In connection with the AerFi Transaction, AerFi
Group's 5% holding in Holding Co. was transferred to GECAS. As a result of their
status as Shannon certified companies, the Irish tax resident Transferred
Companies are intended to enjoy reduced rates of corporation tax and advance
corporation tax together with improved entitlements to capital allowances. In
addition, the benefits include the right to pay interest, in certain
circumstances, without paying Irish withholding tax and to deduct payments of
interest in computing liability for corporate tax. There can be no assurance
that the future management of the Aircraft by the Servicer in accordance with
the terms of the Servicing Agreement will not expose Holding Co. or the Irish
tax resident Transferred Companies to tax liabilities outside Ireland. The
Servicing Agreement sets out certain tax-related undertakings with respect to
the Servicer which are designed to maintain a favorable tax treatment in Ireland
for Holding Co. and the Irish tax resident Transferred Companies.

     These tax-related undertakings include the following:

     -- maintaining minimum levels of employment in Ireland, if required for
        Holding Co. or the Irish tax resident Transferred Companies to maintain
        their Shannon licences and tax certification

     -- holding meetings of the board of directors of the Servicer in Shannon no
        less frequently than quarterly and only occasionally outside Shannon

     -- the Servicer's transaction approval committee (meeting in Shannon not
        less frequently than monthly and meeting outside Ireland only
        occasionally) shall be comprised of at least five persons, a majority of
        whom shall be employees of the Servicer, and such committee shall have
        and regularly exercise the power to approve contracts

     -- except in certain circumstances, contracts entered into by the Servicer
        with respect to the purchase, sale, lease or other disposition of
        Aircraft shall either be signed in Ireland or signed outside of Ireland
        pursuant to a limited power of attorney

     -- the managing director (but not necessarily the chairman of the board of
        directors) of the Servicer will be an officer and employee of the
        Servicer based in Shannon

     -- the Servicer shall not itself maintain an office outside Shannon

     -- the Servicer shall compensate any of its affiliates for services
        provided outside Ireland to the Servicer to the extent services are
        provided by express agreement in respect of the Aircraft.

     In the event that the Servicer breaches a tax-related undertaking as a
result of its gross negligence or wilful misconduct and Airplanes Group
experiences a material tax event (broadly defined as incurrence of aggregate
liability for taxes of $29 million in any one or more years during the term of
the Servicing Agreement, provided that, if the aggregate liability for any one
year does not exceed $4 million, it will not be taken into account), Airplanes
Group's sole remedy, upon six months' prior written notice, will be to terminate
the Servicing Agreement. Subject to compliance with certain procedural
guidelines set forth in the Servicing Agreement, the Servicer has the right for
any good faith commercial reason, as determined in its sole
                                       71
<PAGE>   73

discretion, to modify the tax-related undertakings. Any such modification could
lead to a loss of any favorable tax treatment afforded to Holding Co. and other
Irish tax resident Transferred Companies in Ireland.

     ASSIGNMENT OF SERVICING AGREEMENT

     The Servicing Agreement and the rights and obligations of the Servicer, on
the one hand, and Airplanes Limited, Holding Co. and AeroUSA, jointly and
severally, on the other hand, are not assignable by any of such parties other
than with the prior consent of the other parties. However, the Servicer may
delegate any portion, but not all, of its duties to GE Capital or GE or any 75%
or more owned subsidiary of GE Capital or GE.

     PRIORITY PAYMENT OF SERVICING FEES AND REIMBURSABLE EXPENDITURES

     The fees and expenses of the Servicer rank senior in priority of payment to
all payments of interest, principal and premium, if any, on the Notes.

     The joint and several obligations of Airplanes Limited, Holding Co. and
AeroUSA under the Servicing Agreement have been guaranteed for the benefit of
the Servicer by each entity within Airplanes Group.

AERFI AS ADMINISTRATIVE AGENT AND CASH MANAGER

     INTRODUCTION TO AERFI

     AerFi is a significant lessor of modern (post-1985) commercial aircraft and
is a major participant in the global commercial aviation industry. AerFi leases
aircraft to a wide range of airlines throughout the world. AerFi Group sold, or
is the parent of the seller of, each of the Transferred Companies and, through
wholly-owned subsidiaries, provides administrative, accounting, liability
management, financial consulting and cash management services to Airplanes Group
in its capacity as Administrative Agent and Cash Manager.

     On November 20, 1998, AerFi Group concluded a transaction with GE Capital
and GECAS in relation to a number of matters (the "AerFi Transaction"), the
principal components of which are:

     -  Replacement of a previous option with a new option (the "NEW GE
        OPTION"), exercisable at any time until October 29, 2001, to acquire a
        passive investment of up to 24.9% in AerFi (after exercise) at an option
        price of $0.60 per ordinary share (equivalent to the per share price
        under the previous option).

     -  AerFi's servicing agreement with GECAS was amended to provide, among
        other things, for its termination on October 29, 2001 in consideration
        for a $61.25 million fee.

     -  AerFi sold nine aircraft to GE Capital for an aggregate purchase price
        equal to AerFi's net book value (approximately $270 million).

     -  AerFi assigned to GE Capital its rights under a purchase agreement with
        The Boeing Company for four new Boeing 737 aircraft. GE Capital
        reimbursed AerFi for all purchase price installments previously paid by
        AerFi.

     -  GE Capital acquired the Class E Notes issued by Airplanes Limited and
        Airplanes Trust that were held previously by AerFi Group. GECAS
        continues as Servicer of Airplanes Group's Aircraft.

     -  GE Capital was granted an option, exercisable at any time until October
        29, 2001, to pay AerFi $35.9 million in satisfaction of GE Capital's
        obligation to make deferred payments to AerFi relating to 18 aircraft it
        previously purchased from AerFi. (This amount is equal to AerFi's book
        value of the deferred payments.)

     -  AerFi agreed to satisfy its obligations as lessee under nine aircraft
        head leases from GE Capital for cash payments aggregating $36 million
        and assignment of its rights under the relevant subleases. On November
        20, 1998, AerFi satisfied its obligations as lessee under eight of the
        aircraft head leases for a payment of $32.2 million and at March 31,
        1999, was committed to satisfy its obligation in respect of the
        remaining head lease for a payment of $3.8 million.

     -  AerFi changed its name upon completion of the AerFi Transaction.
                                       72
<PAGE>   74

     In addition, on November 20, 1998, pursuant to an investment agreement
dated September 30, 1998 (the "Investment Agreement") between AerFi Group, Texas
Pacific Group ("TPG") and certain other AerFi Group shareholders (the "current
shareholders") TPG purchased 61,595,497 ordinary shares in AerFi Group and
3,734,500 ordinary shares in AerFi Group were purchased by the current
shareholders, in each case by tender offer. TPG also subscribed for 12,820,513
new ordinary shares in AerFi Group. Under the terms of the Investment Agreement,
TPG has certain other rights, including the right to:

     -  appoint three members to the Board of AerFi Group

     -  veto significant corporate actions

     -  exercise a substantial measure of influence over the nature and timing
        of any future flotation of shares of AerFi Group.

     At March 31, 1999, AerFi had a total of 63 aircraft in its portfolio. Fifty
nine of these aircraft were on lease to 28 lessees in 17 countries. Of the 63
aircraft, 17 were leased in-leased out where AerFi effectively assumes the
credit risk of the airline by leasing the aircraft from investors to whom it has
previously sold the aircraft. Overall, narrowbody aircraft (including
turboprops) constitute 84.06% of AerFi's portfolio by appraised value and Stage
3 aircraft (including turboprops) constitute 95.12% of AerFi's portfolio by
appraised value. At March 31, 1999, 17.54% of the aircraft were Airbus A320s,
4.35% were Boeing 737-300s, and 5.4% were Boeing 737-400s, in each case
calculated on the basis of appraisals of the aircraft's base values at January
31, 1999 (determined on the same basis as the calculation for the values of the
Aircraft). At March 31, 1999, 34.47% of AerFi's aircraft were on lease to three
airlines of which 17.11% were on lease to one U.S. airline, and 15.86% were on
lease to one Brazilian airline, in each case by appraised value at January 31,
1999. On July 15, 1998, ALPS 94-1 was refinanced. This was achieved by the
formation of a new holding company, AerCo, which issued $992 million in new
notes. The existing ALPS 94-1 notes were repaid from the proceeds of this issue.
As part of this transaction, AerFi subscribed for $112 million of Subclass E-1
Notes and $80 million of Subclass D-1 Notes in AerCo. At March 31, 1999, AerCo
owned 34 aircraft. In future, AerCo may acquire additional aircraft assets and
any related existing leases or similar arrangements, from various sellers, which
may include AerFi.

     At March 31, 1999, narrowbody aircraft (including turboprops) constituted
100% of AerCo's portfolio by appraised value and Stage 3 aircraft (including
turboprops) constituted 81.37% of AerCo's portfolio by appraised value. At March
31, 1999, AerCo owned Boeing aircraft constituting 64.84% by appraised value,
Airbus A320 aircraft constituting 17.85%, Fokker 100 aircraft constituting 6.61%
and MD83 aircraft constituting 7.19%, in each case by appraised value. At March
31, 1999, 10.53% of AerCo's portfolio (by appraised value) were on lease to
North American airlines, 53.34% were on lease to European airlines, 16.43% were
on lease to Latin American airlines and 19.7% were on lease to Asian airlines.
At March 31, 1999, 34.99% of AerCo's portfolio were on lease to three airlines,
of which 11.56% were on lease to one Spanish airline, 6.81% were on lease to one
European airline and 6.8% were on lease to a Latin American airline, in each
case by appraised value.

     AerFi no longer has an indirect interest in the Aircraft owned by Airplanes
Group because the Airplanes Group Class E Notes, which it previously owned, were
transferred to GE Capital as part of the AerFi Transaction.

     At March 31, 1999, AerFi employed 31 people who perform those functions for
which AerFi has not delegated responsibility to GECAS pursuant to the AerFi
Management Agreement. These include, inter alia, (a) monitoring GECAS's
performance under the AerFi Management Agreement, (b) decisions with respect to
AerFi's orders and options for future aircraft deliveries, (c) management of all
AerFi's liabilities and certain assets, (d) performance of all finance, treasury
and legal and regulatory functions not specifically provided by GECAS, (e)
performance of all corporate secretarial activities, (f) management of all
shareholder matters, (g) arrangement and procurement of all insurance other than
insurance relating to the assets managed pursuant to the AerFi Management
Agreement, (h) AerFi employee matters and (i) preparation and adoption of annual
budgets. Accordingly, AerFi performs all accounting and financial

                                       73
<PAGE>   75

reporting functions for its own fleet and a wholly-owned subsidiary of AerFi
also performs such functions for Airplanes Group pursuant to the Administrative
Agency Agreement.

     REMAINING AERFI INDEBTEDNESS

     The Acquisition was part of a broader restructuring of AerFi that involved
the refinancing of AerFi indebtedness with the net proceeds of the Underwritten
Offering, the elimination or re-scheduling of AerFi's aircraft and engine orders
and the settlement of certain litigation. AerFi's intent was to refinance
substantially all of its bank loans and other senior, secured debt and to
enhance its ability to meet remaining secured and unsecured debt obligations as
they mature. At March 31, 1996, AerFi had approximately $531 million in secured
debt and approximately $1,044 million in unsecured debt. Since March 31, 1996,
AerFi has continued to restructure its indebtedness and capital structure,
including through the purchase of certain notes which it had previously issued.
At March 31, 1999, AerFi had approximately $206 million in secured debt and
approximately $33 million in unsecured debt. As of March 31, 1999, AerFi had
cash on hand of $436 million ($113 million of which were restricted cash
balances). The following table indicates the maturities of AerFi's remaining
indebtedness as of March 31, 1999.

<TABLE>
<CAPTION>
                                                                 YEAR ENDING MARCH 31,
                                                       ------------------------------------------
                                                       2000    2001    2002    2003    THEREAFTER
                                                       ----    ----    ----    ----    ----------
                                                                     (IN MILLIONS)
<S>                                                    <C>     <C>     <C>     <C>     <C>
Secured facilities.................................     12       68     63       9          54
Unsecured facilities...............................      1       --     32      --          --
                                                       ---     ----    ---     ---        ----
Total..............................................     13       68     95       9          54
                                                       ===     ====    ===     ===        ====
</TABLE>

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

     AerFi's ability to meet its remaining obligations as they fall due depends
upon various factors, including many of the same factors that will affect the
financial condition and business of Airplanes Group. In particular, AerFi's cash
flow from operations may be adversely affected by any financial difficulties
experienced by certain of its more significant lessees. If AerFi were to become
unable to meet its obligations as they fall due or if AerFi Group or any of its
affiliates were to become subject to a bankruptcy proceeding, a liquidator,
examiner or creditor may be able to challenge the validity of the sale of the
Transferred Companies. Furthermore, any inability of AerFi, AerFi Financial or
AerFi Cash Manager to continue operations may adversely affect the performance
of the roles of the Administrative Agent and Cash Manager.

ADMINISTRATIVE AGENT

     AerFi Financial acts as the Administrative Agent of Airplanes Group.

     The Administrative Agent is responsible for providing administrative and
accounting services to the Directors and Controlling Trustees. The
Administrative Agent's duties include:

<TABLE>
    <S>  <C>
    (a)  monitoring the performance of the Servicer (including the
         Servicer's compliance with the Servicing Agreement) and
         reporting on such performance to Airplanes Group;
    (b)  assisting Airplanes Group in establishing a program for
         compliance by the Servicer with the Servicing Agreement;
    (c)  acting as liaison with various rating agencies to confirm
         the rating impact of certain decisions and coordinating
         responses to rating agency questions;
    (d)  the maintenance on behalf of Airplanes Group of accounting
         ledgers and the provision on a quarterly and annual basis of
         draft accounts on a combined basis for Airplanes Group as
         well as, on a quarterly and annual basis, on an individual
         company basis for certain companies. However, Airplanes
         Group retains responsibility for the ledgers and accounts
         including all discretionary decisions and judgments relating
         to the preparation and maintenance thereof, and Airplanes
         Group retains responsibility for, and prepares, its
         financial statements;
    (e)  preparing annual budgets and presenting them to Airplanes
         Group for approval;
    (f)  authorizing payment of certain bills and expenses;
</TABLE>

                                       74
<PAGE>   76
<TABLE>
    <S>  <C>
    (g)  to the extent required by Airplanes Group or the parties
         thereto, coordinating any amendments to the transaction
         agreements, subject to the terms of such agreements and
         approval by Airplanes Group;
    (h)  supervising outside counsel and coordinating legal advice
         received by Airplanes Group other than with respect to the
         Servicer's performance under the Servicing Agreement;
    (i)  preparing and coordinating reports to investors (including
         preparing press releases and managing investor relations)
         and to the Securities and Exchange Commission with the
         assistance of outside counsel and auditors, if appropriate;
    (j)  preparing for the approval of Airplanes Group and filing all
         required tax returns with the assistance of outside counsel
         and auditors, if appropriate;
    (k)  maintaining, or monitoring the maintenance of, the books and
         records of Airplanes Group other than those maintained by
         the Company Secretary (as defined below) and the Delaware
         Trustee (as defined below);
    (l)  preparing an agenda and any required papers for meetings of
         the governing bodies of the entities within Airplanes Group;
    (m)  assisting Airplanes Group in developing and implementing its
         interest rate management policy and developing financial
         models, cash flow projections and forecasts, to the extent
         required by Airplanes Group, and in making aircraft lease,
         sale and capital investment decisions;
    (n)  advising Airplanes Group as to the appropriate levels of the
         Liquidity Reserve Amount; and
    (o)  providing additional services upon the request of Airplanes
         Group upon terms to be agreed at the time of any such
         request.
</TABLE>

     The Administrative Agent also provides other administrative services,
including (a) assistance in arranging refinancings of all or a portion of the
Notes, and (b) undertaking an effort to avoid any adverse change in the tax
status of the various members of Airplanes Group. Airplanes Limited, AeroUSA and
Holding Co. are, jointly and severally, obligated to pay a fee (the
"Administrative Fee") to the Administrative Agent in a per annum amount equal to
$6 million, payable monthly in arrears. The Administrative Agent is also
entitled to an additional fee (the "Reducing Fee") in an amount equal to $2
million per annum, payable monthly in arrears, which is reduced by certain
agreed amounts in the event that Airplanes Group sells, retires or disposes of
76 or more of the Aircraft. Both the Administrative Fee and the Reducing Fee
will, from time to time, be adjusted for inflation. The Administrative Agent is
also entitled to be reimbursed for certain expenses incurred in connection with
the performance of its services under the Administrative Agency Agreement. The
Administrative Agent may resign on 60 days' written notice in certain
circumstances. Airplanes Group may remove the Administrative Agent on 120 days'
written notice with or without cause, as long as Airplanes Group has, with the
consent of the Servicer, engaged another person or entity to perform the
services that were being provided by the Administrative Agent.

CASH MANAGER

     AerFi Cash Manager acts as the Cash Manager. The Cash Manager provides cash
management and related services to Airplanes Group. In the ordinary course of
Airplanes Group's business, the Cash Manager will inform the Servicer and the
Administrative Agent of the aggregate deposits in the Accounts as required and
provide such other information as shall be required in connection with the
Accounts. Subject to certain limitations and at the direction of Airplanes
Group, the Cash Manager is authorized to invest the funds held by Airplanes
Group in the Collection Account and the Lessee Funded Account in certain
prescribed investments on permitted terms. At all times, the Accounts will be
maintained in the name of the Security Trustee, except that certain Rental
Accounts which, for certain legal or other regulatory reasons, cannot be
established in the name of the Security Trustee, will be maintained in the names
of such parties as are specified in the relevant leases and maintained with
another bank that has a rating of AA or the equivalent or higher or any other
responsible or reputable bank.

     In addition, the Cash Manager receives certain data provided by the
Servicer with respect to the Aircraft and leases of Airplanes Group and
calculates certain monthly payments and makes all other calculations as

                                       75
<PAGE>   77

required under the Cash Management Agreement. The Cash Manager also provides the
Trustee with such information as is required by the Trustee to provide its
reports to the Certificateholders.

     The Cash Manager receives a fee of $1 million per annum from Airplanes
Group in respect of its services to Airplanes Group. The Cash Manager is
entitled to indemnification by Airplanes Group for, and is held harmless
against, any loss or liability incurred by the Cash Manager (other than through
its own deceit, fraud, wilful default or gross negligence (or simple negligence
in the handling of funds) or that of its officers, directors, agents and
employees).

     The Cash Manager may resign on 30 days' written notice as long as Airplanes
Group has engaged another person or entity to perform the services that were
being provided by the Cash Manager. Airplanes Group may remove the Cash Manager
at any time with or without cause.

COMPANY SECRETARY

     The Company Secretary (with respect to any company, the entity which
provides its secretarial services, the "Company Secretary") maintains company
books and records, including minute books and stock transfer records. It makes
available telephone, telecopy, telex and post office box facilities and
maintains a registered office in the relevant jurisdictions.

     Mourant & Co. Secretaries Limited acts as Company Secretary for Airplanes
Limited.

DELAWARE TRUSTEE

     Wilmington Trust Company maintains the books and records, including minute
books and records and trust certificate records, of Airplanes Trust. It makes
available telephone, telecopy, telex and post office box facilities and
maintains its principal place of business in Delaware.

ITEM 11.  EXECUTIVE COMPENSATION

     All Directors and Controlling Trustees are compensated for travel and other
expenses incurred by them in the performance of their duties. Airplanes Limited
and Airplanes Trust pays each Independent Director and Independent Trustee, as
the case may be, an aggregate fee of $75,000 per annum for their services in
both capacities. The Chairman of Airplanes Limited and Airplanes Trust receives
an additional $50,000 per annum for his services in such capacity. Neither the
Director nor the Controlling Trustee appointed by the holder of a majority in
aggregate principal amount of the Class E Notes receives remuneration from
Airplanes Limited or Airplanes Trust for his services. In addition, Mr. Dantzic,
Mr. Jenkins and Mr. McCann receive $7,500, $2,500 and $7,500, respectively, per
annum for their services as directors of Holding Co. and certain of its
subsidiaries. Mr. Dantzic, Mr. Jenkins and Mr. McCann are also entitled to
receive an additional $1,000 in respect of each board meeting of the above
companies which they attend, subject to a maximum payment of $5,000 per annum
for each of them. Mr. Cavanagh is entitled to receive an aggregate of $2,500 per
annum from AeroUSA and AeroUSA 3 for his services as a director of those
companies and is also entitled to receive an additional $1,000 in respect of
each board meeting of these companies which he attends, subject to a maximum
payment of $5,000 per annum.

     The Directors and the Controlling Trustees do not and will not receive any
additional cash or non-cash compensation (either in the form of stock options,
stock appreciation rights or pursuant to any long-term incentive plan, benefit
or actuarial plan or any other similar arrangements of any kind) as salary or
bonus for their services as Directors or Controlling Trustees. None of the
Directors or Controlling Trustees has an employment contract with either
Airplanes Limited or Airplanes Trust or serves as a member of a compensation
committee of either Airplanes Limited or Airplanes Trust. The compensation of
the Directors of Airplanes Limited is set forth in the Articles of Association
of Airplanes Limited and that of the Controlling Trustees is set forth in the
Airplanes U.S. Trust Amended and Restated Trust Agreement among AerFi, Inc., as
Settlor, Wilmington Trust Company as the Delaware Trustee, and the Controlling
Trustees referred to therein. None of the Directors or Controlling Trustees has
any beneficial ownership in any of the equity securities of Airplanes Limited,
Airplanes Trust or any of the subsidiaries of Airplanes Limited or Airplanes
Trust.

                                       76
<PAGE>   78

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Not applicable.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Airplanes Group has had and currently maintains various relationships with
GE Capital and GECAS. First, GECAS acts as Servicer for Airplanes Group. Second,
GECAS is a holder of 5% of the ordinary share capital of Holding Co. Third, Mr
Hayden, an employee of GECAS, is a Director of Airplanes Limited and a
Controlling Trustee of Airplanes Trust. Fourth, GE Capital holds the majority of
the Airplanes Group Class E Notes and has an option over the residual interest
in Airplanes Trust.

     Airplanes Group has had and currently maintains various relationships with
AerFi. First, AerFi acted as promoter in establishing the entities that comprise
Airplanes Group. Second, Airplanes Group purchased substantially all of its
assets from AerFi. See "Item 1. Business -- Introduction". Third, AerFi was a
holder of 5% of the ordinary share capital of Holding Co. Fourth, subsidiaries
of AerFi Group act as the Administrative Agent and Cash Manager for Airplanes
Group. See "Item 10. Directors and Executive Officers of the
Registrants -- Corporate Management". Upon completion of the AerFi Transaction,
GE Capital acquired the Airplanes Group Class E Notes previously held by AerFi
Group.

                                    PART IV

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

     (a)(1) and (2).  Financial Statements: the response to this portion of Item
14 is submitted as a separate section of this report beginning on page F-1.
Schedules: Schedule II is submitted as a separate section of this report
beginning on page S-1.

(a)(3) and (c).  Exhibits:

<TABLE>
       <S>    <C>
        3.1   Certificate of Incorporation of Atlanta Holdings Limited
              dated November 3, 1995 and Certificate of Incorporation on
              change of name to Airplanes Limited dated November 29, 1995*
        3.2   Memorandum and Articles of Association of Airplanes
              Limited**
        3.3   Airplanes U.S. Trust Amended and Restated Trust Agreement
              among AerFi, Inc., as Settlor, Wilmington Trust Company, as
              the Delaware Trustee, and the Controlling Trustees referred
              to therein**
        4.1   Pass Through Trust Agreement dated as of March 28, 1996
              among Airplanes Limited, Airplanes U.S. Trust and Bankers
              Trust Company, as Trustee**
        4.2   Trust Supplement No. 4 dated as of March 28, 1996 to the
              Pass Through Trust Agreement**
        4.3   Trust Supplement No. 5 dated as of March 28, 1996 to the
              Pass Through Trust Agreement**
        4.4   Trust Supplement No. 7 dated as of March 28, 1996 to the
              Pass Through Trust Agreement**
        4.5   Trust Supplement No. 8 dated as of March 28, 1996 to the
              Pass Through Trust Agreement**
        4.6   Trust Supplement No. 9 dated as of March 16, 1996 to the
              Pass Through Trust Agreement***
        4.7   Trust Supplement No. 10 dated as of March 16, 1996 to the
              Pass Through Trust Agreement***
        4.8   Trust Supplement No. 11 dated as of March 16, 1996 to the
              Pass Through Trust Agreement***
        4.9   Trust Supplement No. 12 dated as of March 16, 1996 to the
              Pass Through Trust Agreement***
        4.10  Trust Supplement A dated as of March 16, 1996 to the Pass
              Through Trust Agreement***
        4.11  Form of Subclass A-4 Pass Through Certificate**
</TABLE>

                                       77
<PAGE>   79
<TABLE>
       <S>    <C>
        4.12  Form of Subclass A-5 Pass Through Certificate**
        4.13  Form of Subclass A-6 Pass Through Certificate***
        4.14  Form of Subclass A-7 Pass Through Certificate***
        4.15  Form of Subclass A-8 Pass Through Certificate***
        4.16  Form of Class B Pass Through Certificate***
        4.17  Form of Class C Pass Through Certificate**
        4.18  Form of Class D Pass Through Certificate**
        4.19  Airplanes Limited Indenture dated as of March 28, 1996 among
              Airplanes Limited, Airplanes U.S. Trust and Bankers Trust
              Company, as Trustee**
        4.20  Supplement No. 1 to the Airplanes Limited Indenture***
        4.21  Airplanes U.S. Trust Indenture dated as of March 28, 1996
              among Airplanes U.S. Trust, Airplanes Limited and Bankers
              Trust Company, as Trustee**
        4.22  Supplement No. 2 to the Airplanes Trust Indenture***
        4.23  Form of Floating Rate Subclass A-4 Note**
        4.24  Form of Floating Rate Subclass A-5 Note**
        4.25  Form of Floating Rate Subclass A-6 Note***
        4.26  Form of Floating Rate Subclass A-7 Note***
        4.27  Form of Floating Rate Subclass A-8 Note***
        4.28  Form of Floating Rate Class B Note**
        4.29  Form of 8.15% Class C Note**
        4.30  Form of 10.875% Class D Note**
        4.31  Form of 20.00% (inflation adjusted) Class E Note**
       10.1   Stock Purchase Agreement dated as of March 28, 1996 among
              AerFi, Inc., AerFi Group plc and Airplanes U.S. Trust**
       10.2   Stock Purchase Agreement dated as of March 28, 1996 among
              AerFi Group plc, Skyscape Limited and Airplanes Limited**
       10.3   Administrative Agency Agreement dated as of March 28, 1996
              among AerFi Financial Services (Ireland) Limited, AerFi
              Group plc, Airplanes Limited, AerFi II Limited, Airplanes
              U.S. Trust and AeroUSA, Inc.**
       10.4   Servicing Agreement dated as of March 28, 1996 among GE
              Capital Aviation Services, Limited, Airplanes Limited,
              AeroUSA, Inc., AerFi II Limited, Airplanes U.S. Trust and
              AerFi Cash Manager Limited**
       10.5   Reference Agency Agreement dated as of March 28, 1996 among
              Airplanes Limited, Airplanes U.S. Trust Bankers Trust
              Company, as Airplanes Limited Indenture Trustee and
              Airplanes U.S. Trust Indenture Trustee, Bankers Trust
              Company, as Reference Agent and AerFi Cash Manager Limited,
              as Cash Manager**
       10.6   Secretarial Services Agreement dated as of March 28, 1996
              between Airplanes Limited and Mourant & Co. Secretaries
              Limited, as Company Secretary**
       10.7   Cash Management Agreement dated as of March 28, 1996 between
              AerFi Cash Manager Limited, as Cash Manager, AerFi Group
              plc, Airplanes Limited, Airplanes U.S. Trust and Bankers
              Trust Company, as Trustee under each of the Airplanes
              Limited Indenture, the Airplanes U.S. Trust Indenture and
              the Security Trust Agreement**
       10.8   Form of Swap Agreement**
       10.9   Security Trust Agreement dated as of March 28, 1996 among
              Airplanes Limited, Airplanes U.S. Trust, Mourant & Co.
              Secretaries Limited, the Issuer Subsidiaries listed therein,
              AerFi Financial Services (Ireland) Limited, AerFi Cash
              Manager Limited, AerFi Group plc, GE Capital Aviation
              Services, Limited, Bankers Trust Company, as Airplanes U.S.
              Trust Indenture Trustee and Airplanes Limited Indenture
              Trustee, Bankers Trust Company, as Reference Agent, and
              Bankers Trust Company, as Security Trustee**
       12     Statement re Computation of Ratios
       21     Subsidiaries of the Registrants*
       23.1   Consent of Aircraft Information Services, Inc.
</TABLE>

                                       78
<PAGE>   80

<TABLE>
<S>        <C>
    23.2   Consent of BK Associates, Inc.
    23.3   Consent of Airclaims Limited
    27.1   Financial Data Schedule for Airplanes Limited
    27.2   Financial Data Schedule for Airplanes US Trust
    27.3   Financial Data Schedule for Airplanes Group
    99.1   Appraisal of Aircraft Information Services, Inc. relating to the Aircraft
    99.2   Appraisal of BK Associates, Inc. relating to the Aircraft
    99.3   Appraisal of Airclaims Limited relating to the Aircraft
</TABLE>

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

  * Incorporated by reference to the Registration Statement on Form S-1 (File
    No. 33-99970), previously filed with the Securities and Exchange Commission.

 ** Incorporated by reference to the Report on Form 10-Q for the quarterly
    period ended December 31, 1995, previously filed with the Securities and
    Exchange Commission.

*** Incorporated by reference to the Registration Statement on Form S-1 (File
    No. 333-43453), previously filed with the Securities and Exchange
    Commission.

     (b) Reports on Form 8-K: filed for event dates January 14, 1999, February
11, 1999 and March 11, 1999 (relating to the monthly report to holders of the
Certificates); February 10, 1999 (relating to Airplanes Group press release) and
February 12, 1999 (relating to Airplanes Group portfolio analysis).

     (d) Not applicable.

                                       79
<PAGE>   81

                                AIRPLANES GROUP

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                               PAGE
                                                              -------
<S>                                                           <C>
Independent Auditors' Report................................      F-2
Balance Sheets..............................................      F-3
Statements of Operations....................................      F-4
Statements of Changes in Shareholders' Deficit/Net
  Liabilities...............................................      F-5
Statements of Cash Flows....................................      F-6
Notes to the Financial Statements...........................      F-7
</TABLE>

                                       F-1
<PAGE>   82

                          INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF AIRPLANES LIMITED
AND THE CONTROLLING TRUSTEES OF AIRPLANES U.S. TRUST

     We have audited the accompanying balance sheets of Airplanes Limited and
Airplanes U.S. Trust as of March 31, 1999 and 1998, and the related statements
of operations, changes in shareholders' deficit/net liabilities and cashflows
for each of the years in the three year period ended March 31, 1999. These
financial statements are the responsibility of management. Our responsibility is
to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards in the United States. These standards require that we plan and perform
the audits 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 financial statements referred to above present fairly,
in all material respects, the financial position of Airplanes Limited and
Airplanes U.S. Trust as at March 31, 1999 and 1998, and the results of their
operations and cash flows for each of the years in the three year period ended
March 31, 1999, in conformity with generally accepted accounting principles in
the United States.

                                                           KPMG
                                                           Chartered Accountants
Dublin, Ireland
June 14, 1999

                                       F-2
<PAGE>   83

                                AIRPLANES GROUP

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         MARCH 31,
                                            -------------------------------------------------------------------
                                                          1998                               1999
                                            --------------------------------   --------------------------------
                                            AIRPLANES   AIRPLANES              AIRPLANES   AIRPLANES
                                    NOTES    LIMITED      TRUST     COMBINED    LIMITED      TRUST     COMBINED
                                    -----   ---------   ---------   --------   ---------   ---------   --------
                                                      ($MILLIONS)                        ($MILLIONS)
<S>                                 <C>     <C>         <C>         <C>        <C>         <C>         <C>
ASSETS
Cash..............................    5         212          6          218        218          6          224
Accounts receivable...............    6
  Trade receivables...............               19          4           23         38          5           43
  Allowance for doubtful debts....               (9)        (1)         (10)       (14)        (3)         (17)
Amounts due from/to Airplanes
  Trust...........................    7          33         --           33         --         35           35
Intercompany capital leases.......    8          38         --           38         36         --           36
Net investment in capital and
  sales type leases...............    9          61         38           99         20         36           56
Aircraft, net.....................   10       2,993        344        3,337      2,820        252        3,072
Other assets......................                5         --            5          4         --            4
                                             ------       ----       ------     ------       ----       ------
Total assets......................            3,352        391        3,743      3,122        331        3,453
                                             ======       ====       ======     ======       ====       ======
LIABILITIES
Accrued expenses and other
  liabilities.....................   11         437         36          473        581         51          632
Amounts due to/from Airplanes
  Limited.........................    7          --         33           33         35         --           35
Intercompany capital lease........    8                     38           38         --         36           36
Indebtedness......................   12       3,715        363        4,078      3,500        342        3,842
Provision for maintenance.........   13         292         23          315        266         17          283
Deferred income taxes.............   19          54         48          102         51         48           99
                                             ------       ----       ------     ------       ----       ------
Total liabilities.................            4,498        541        5,039      4,433        494        4,927
                                             ------       ----       ------     ------       ----       ------
Net liabilities/Shareholders
  Deficit.........................           (1,146)      (150)      (1,296)    (1,311)      (163)      (1,474)
                                             ------       ----       ------     ------       ----       ------
                                              3,352        391        3,743      3,122        331        3,453
                                             ======       ====       ======     ======       ====       ======
</TABLE>

Commitments and Contingent Liabilities (Notes 20 and 21)

    The accompanying notes are an integral part of the financial statements.
                                       F-3
<PAGE>   84

                                AIRPLANES GROUP

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                      YEARS ENDED MARCH 31,
                           ---------------------------------------------------------------------------
                                                 1997                               1998
                                   --------------------------------   --------------------------------
                                   AIRPLANES   AIRPLANES              AIRPLANES   AIRPLANES
                           NOTES    LIMITED      TRUST     COMBINED    LIMITED      TRUST     COMBINED
                           -----   ---------   ---------   --------   ---------   ---------   --------
                                             ($MILLIONS)                        ($MILLIONS)
<S>                        <C>     <C>         <C>         <C>        <C>         <C>         <C>
REVENUES
Aircraft leasing.........   15        532          72         604        512          73         585
Aircraft sales...........   15         --          --          --         37          57          94
EXPENSES
Cost of aircraft sold....              --          --          --        (32)        (58)        (90)
Depreciation and
  amortisation...........            (191)        (32)       (223)      (170)        (22)       (192)
Net interest expense.....   16       (343)        (40)       (383)      (373)        (38)       (411)
Provision for
  maintenance............             (70)        (21)        (91)       (68)        (20)        (88)
Bad and doubtful debts...              --          --          --         --          --          --
Provision for loss making
  leases and net.........   17          5           7          12         14           3          17
Other lease costs........             (20)         (1)        (21)       (29)         (1)        (30)
Selling, general and
  administrative
  expenses...............   18        (35)         (3)        (38)       (35)         (3)        (38)
                                     ----         ---        ----       ----         ---        ----
OPERATING LOSS BEFORE
  INCOME TAXES...........            (122)        (18)       (140)      (144)         (9)       (153)
Income tax benefit.......   19         10          --          10          3          --           3
                                     ----         ---        ----       ----         ---        ----
NET LOSS.................            (112)        (18)       (130)      (141)         (9)       (150)
                                     ====         ===        ====       ====         ===        ====

<CAPTION>
                                YEARS ENDED MARCH 31,
                           --------------------------------
                                         1999
                           --------------------------------
                           AIRPLANES   AIRPLANES
                            LIMITED      TRUST     COMBINED
                           ---------   ---------   --------
                                     ($MILLIONS)
<S>                        <C>         <C>         <C>
REVENUES
Aircraft leasing.........     484          42         526
Aircraft sales...........      37          95         132
EXPENSES
Cost of aircraft sold....     (32)        (86)       (118)
Depreciation and
  amortisation...........    (159)        (17)       (176)
Net interest expense.....    (388)        (40)       (428)
Provision for
  maintenance............     (67)         (2)        (69)
Bad and doubtful debts...      (9)         (2)        (11)
Provision for loss making
  leases and net.........      11           1          12
Other lease costs........     (13)         (1)        (14)
Selling, general and
  administrative
  expenses...............     (32)         (3)        (35)
                             ----         ---        ----
OPERATING LOSS BEFORE
  INCOME TAXES...........    (168)        (13)       (181)
Income tax benefit.......       3          --           3
                             ----         ---        ----
NET LOSS.................    (165)        (13)       (178)
                             ====         ===        ====
</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                       F-4
<PAGE>   85

                                AIRPLANES GROUP

         STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT/NET LIABILITIES

                   YEARS ENDED MARCH 31, 1997, 1998 AND 1999

<TABLE>
<CAPTION>
                                                                                  AIRPLANES
                                                 AIRPLANES LIMITED                  TRUST        COMBINED
                                      ----------------------------------------   -----------   ------------
                                         SHARE                                                 SHAREHOLDERS
                                        CAPITAL         NET       SHAREHOLDERS       NET       DEFICIT/NET
                                       (NOTE 14)    LIABILITIES     DEFICIT      LIABILITIES   LIABILITIES
                                      -----------   -----------   ------------   -----------   ------------
                                      ($MILLIONS)   ($MILLIONS)   ($MILLIONS)    ($MILLIONS)   ($MILLIONS)
<S>                                   <C>           <C>           <C>            <C>           <C>
BALANCE AT MARCH 31, 1997..........        --          1,005         1,005           141          1,146
                                          ---          -----         -----           ---          -----
Net loss for the fiscal year.......        --            141           141             9            150
                                          ---          -----         -----           ---          -----
BALANCE AT MARCH 31, 1998..........                    1,146         1,146           150          1,296
                                          ---          -----         -----           ---          -----
Net loss for the fiscal year.......                      165           165            13            178
                                          ---          -----         -----           ---          -----
BALANCE AT MARCH 31, 1999..........                    1,311         1,311           163          1,474
</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                       F-5
<PAGE>   86

                                AIRPLANES GROUP

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                        YEARS ENDED MARCH 31,
                                 -------------------------------------------------------------------
                                               1997                               1998
                                 --------------------------------   --------------------------------
                                 AIRPLANES   AIRPLANES              AIRPLANES   AIRPLANES
                                  LIMITED      TRUST     COMBINED    LIMITED      TRUST     COMBINED
                                 ---------   ---------   --------   ---------   ---------   --------
                                           ($MILLIONS)                        ($MILLIONS)
<S>                              <C>         <C>         <C>        <C>         <C>         <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES
Net loss.......................     (112)        (18)      (130)       (141)        (9)       (150)
Adjustments to reconcile net
  loss to net cash provided by
  operating activities:
Depreciation and
  amortisation.................      191          32        223         170         22         192
Aircraft maintenance, net......       11          (9)         2           9          1          10
(Profit)/loss on disposal of
  aircraft.....................       --          --         --          (5)         1          (4)
Deferred income taxes..........      (10)         --        (10)         (3)        --          (3)
Provision for loss making
  leases.......................       (5)         (7)       (12)        (14)        (3)        (17)
Accrued and deferred interest
  expense......................      123          11        134         147         16         163
Changes in operating assets and
  liabilities:
Accounts receivable, net.......        1          --          1          17         (2)         15
Other accruals and
  liabilities..................       18           3         21           3          6           9
Other assets...................       (3)         (2)        (5)         --         (1)         (1)
                                   -----      ------      -----      ------       ----       -----
NET CASH PROVIDED BY OPERATING
  ACTIVITIES...................      214          10        224         183         31         214
                                   =====      ======      =====      ======       ====       =====
CASH FLOWS FROM INVESTING
  ACTIVITIES
Sale/(Purchase) of aircraft....       44         (44)        --          63         21          84
Intercompany account
  movements....................       --          --         --          --         --          --
Capital and sales type
  leases.......................       19          --         19          17         --          17
                                   -----      ------      -----      ------       ----       -----
NET CASH PROVIDED BY/(USED IN)
  INVESTING ACTIVITIES.........       63         (44)        19          80         21         101
                                   =====      ======      =====      ======       ====       =====
CASH FLOWS FROM FINANCING
  ACTIVITIES
Repayment of notes.............     (216)        (22)      (238)     (2,494)      (247)     (2,741)
Issue of refinanced notes (net
  of costs)....................       --          --         --       2,201        218       2,419
Amounts due from Airplanes
  Trust to Airplanes Limited...      (56)         56         --          23        (23)         --
NET CASH (USED IN) FINANCING
  ACTIVITIES...................     (272)         34       (238)       (270)       (52)       (322)
                                   -----      ------      -----      ------       ----       -----
NET INCREASE/(DECREASE) IN
  CASH.........................        5          --          5          (7)        --          (7)
Cash at beginning of year......      214           6        220         219          6         225
                                   -----      ------      -----      ------       ----       -----
Cash at end of year............      219           6        225         212          6         218
                                   =====      ======      =====      ======       ====       =====
CASH PAID IN RESPECT OF:
Interest.......................      237          28        265         245         22         267
                                   =====      ======      =====      ======       ====       =====

<CAPTION>
                                      YEARS ENDED MARCH 31,
                                 --------------------------------
                                               1999
                                 --------------------------------
                                 AIRPLANES   AIRPLANES
                                  LIMITED      TRUST     COMBINED
                                 ---------   ---------   --------
                                           ($MILLIONS)
<S>                              <C>         <C>         <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES
Net loss.......................     (165)       (13)        (178)
Adjustments to reconcile net
  loss to net cash provided by
  operating activities:
Depreciation and
  amortisation.................      159         17          176
Aircraft maintenance, net......      (21)        (1)         (22)
(Profit)/loss on disposal of
  aircraft.....................       (5)        (9)         (14)
Deferred income taxes..........       (3)        --           (3)
Provision for loss making
  leases.......................      (11)        (1)         (12)
Accrued and deferred interest
  expense......................      187         18          205
Changes in operating assets and
  liabilities:
Accounts receivable, net.......      (12)        (1)         (13)
Other accruals and
  liabilities..................      (39)        11          (28)
Other assets...................       --         --           --
                                  ------       ----       ------
NET CASH PROVIDED BY OPERATING
  ACTIVITIES...................       90         21          111
                                  ======       ====       ======
CASH FLOWS FROM INVESTING
  ACTIVITIES
Sale/(Purchase) of aircraft....       48         79          127
Intercompany account
  movements....................       79        (79)          --
Capital and sales type
  leases.......................        8         --            8
                                  ------       ----       ------
NET CASH PROVIDED BY/(USED IN)
  INVESTING ACTIVITIES.........      135         --          135
                                  ======       ====       ======
CASH FLOWS FROM FINANCING
  ACTIVITIES
Repayment of notes.............     (219)       (21)        (240)
Issue of refinanced notes (net
  of costs)....................       --         --           --
Amounts due from Airplanes
  Trust to Airplanes Limited...       --         --           --
NET CASH (USED IN) FINANCING
  ACTIVITIES...................     (219)       (21)        (240)
                                  ------       ----       ------
NET INCREASE/(DECREASE) IN
  CASH.........................        6         --            6
Cash at beginning of year......      212          6          218
                                  ------       ----       ------
Cash at end of year............      218          6          224
                                  ======       ====       ======
CASH PAID IN RESPECT OF:
Interest.......................      219         22          241
                                  ======       ====       ======
</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                       F-6
<PAGE>   87

                                AIRPLANES GROUP

                       NOTES TO THE FINANCIAL STATEMENTS

1.   SECURITIZATION TRANSACTION

     On March 28, 1996 ("THE CLOSING DATE") AerFi Group plc and its subsidiary
undertakings ("AERFI") re-financed on a long term basis certain indebtedness due
to commercial banks and other senior secured debt. The re-financing was effected
through a major aircraft securitization transaction ("THE TRANSACTION").

     Under the terms of the Transaction, a combination ("AIRPLANES GROUP")
comprising Airplanes Limited, a special purpose company formed under the laws of
Jersey, Channel Islands ("AIRPLANES LIMITED") and Airplanes U.S. Trust, a trust
formed under the laws of Delaware ("AIRPLANES TRUST") together acquired directly
or indirectly from AerFi a portfolio of 229 commercial aircraft (collectively
the "AIRCRAFT") and related leases (the "LEASES"). The Transaction was effected
by transferring existing subsidiaries of AerFi that owned the Aircraft to
Airplanes Limited and Airplanes Trust, respectively. References to Airplanes
Group in these notes to the financial statements may relate to Airplanes Limited
and Airplanes Trust on a combined or individual basis as applicable.

     Simultaneously with such transfers, Airplanes Group issued notes of $4,048
million in aggregate principal amount in four classes: Class A, Class B, Class C
and Class D ("NOTES") with approximately 91% of the principal amount of notes in
each class being issued by Airplanes Limited and 9% approximately by Airplanes
Trust. Airplanes Group also issued Class E Notes ranking after the Notes and
these were taken up by AerFi as part consideration for the transfer of the
Aircraft and certain related lease receivables. Airplanes Limited and Airplanes
Trust have each fully and unconditionally guaranteed each others' obligations
under the relevant notes.

     On March 16, 1998 Airplanes Group successfully completed a refinancing of
$2,437 million related to Class A and Class B Notes.

     On November 20, 1998 AerFi transferred its holding of Class E Notes to GE
Capital Corporation ("GE CAPITAL").

2.   BASIS OF PREPARATION

     The accompanying financial statements of Airplanes Limited, Airplanes Trust
and the combined balance sheets, statements of operations, statements of changes
in shareholders' deficit/net liabilities and cash flows of Airplanes Group
(together the "FINANCIAL STATEMENTS") have been prepared on a going concern
basis and on the bases and using the assumptions set out below and in accordance
with the accounting policies set out in Note 4 and in conformity with United
States generally accepted accounting principles:

     The financial statements are presented on an historical cost basis as if
Airplanes Limited and Airplanes Trust had been organised as single economic
entities for all periods presented.

     Accordingly, the financial statements reflect the results of operations,
assets and liabilities relating to the aircraft transferred to Airplanes Limited
and Airplanes Trust, from the date of original acquisition of controlling
interest by AerFi of each aircraft. For all periods prior to the Closing Date,
the financial statements have been prepared on the bases and assumptions set out
below. For the period subsequent to the Closing Date the financial statements
reflect the actual results of Airplanes Limited and Airplanes Trust.

  Bases and Assumptions

     (i) Prior to the Closing Date, an allocation of certain costs such as
selling, general and administrative expenses of AerFi to Airplanes Limited and
Airplanes Trust was made. The most significant element of these costs related to
aircraft management fees, substantially all of which were asset based fees
calculated as an annual percentage of a reference net book value of aircraft
under management. Management believes that the bases for these allocations are
reasonable.

                                       F-7
<PAGE>   88
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

2.   BASIS OF PREPARATION -- (CONTINUED)
     Airplanes Group has entered into a Servicing Agreement with GE Capital
Aviation Services Limited ("GECAS") under which GECAS provides, inter alia,
lease management and aircraft asset management services in return for a fee.
Airplanes Group has also entered into an Administration Agency Agreement and a
Cash Management Agreement with AerFi. In the years to March 31, 1999 $23.5
million and $9.2 million (1998: $26.2 million and $9 million) were charged by
GECAS and AerFi respectively.

     (ii) In the period prior to the Closing Date it was assumed that Airplanes
Group was financed with indebtedness to AerFi in an amount equivalent to the
aggregate amount of all classes of notes (A, B, C, D and E) originally expected
to be issued by Airplanes Group pursuant to the Transaction of $4,602 million.
It was also assumed that such indebtedness built up as and when Airplanes Group
acquired aircraft, at an amount equal to the appraised value (based on the value
of each Aircraft given a stable market with a reasonable balance of supply and
demand and a reasonable period of time available for marketing) of the aircraft
at October 31, 1995. In addition, it was assumed that no repayment of debt was
made prior to the Closing Date.

     At the Closing Date the actual aggregate amount of all classes of notes
issued was $4,652 million. Of the $604 million Class E Notes issued,
approximately $13 million were surrendered and cancelled under the terms of the
Transaction (after giving effect to certain purchase price adjustments). It was
assumed that the indebtedness to AerFi (explained above) was repaid from the
proceeds of the Notes and the Class E Notes. Details of the terms of the various
classes of Notes issued by Airplanes Group are set out in Note 12.

     Indebtedness at March 31, 1999 represents the aggregate of the Class A -- E
Notes in issue. The $782 million decrease since the Closing Date represents
actual cash repayments.

     (iii) The interest charged on Airplanes Group's indebtedness to AerFi in
the periods prior to the Closing Date is based on AerFi's average cost of debt
of 7.83% and 8.25% for the years ended March 31, 1995 and 1996, respectively. In
the period subsequent to the Closing Date interest expense is based on the terms
of the notes issued. Details of the interest rates applicable to the various
classes of Notes are set out in Note 12.

     In respect of the portion of the indebtedness to AerFi which is represented
by the E Note (assumed in these financial statements to be approximately 15% of
total indebtedness up until the Closing Date), the Statements of Cash Flows in
the periods prior to the Closing Date give effect to cash payments for interest
of only 1% per annum and the balance is deferred and reflected as a movement in
net liabilities.

     (iv) Airplanes Group's cash balances were maintained throughout the period
to the Closing Date at the amount originally assumed to be retained by Airplanes
Group on completion of the securitization transaction of $135 million. Cash
generated from or absorbed by the activities of Airplanes Group during the
period up to the Closing Date is reflected as distributions to or transfers from
AerFi. The cash balances as at March 31, 1999, and March 31, 1998, represent the
actual cash balances held by Airplanes Group at those dates.

     (v) In the period prior to the Closing Date, Airplanes Group's tax
provisions and deferred income tax assets and liabilities have been determined
as if the underlying taxable entities of Airplanes Limited and Airplanes Trust
were separate taxable entities from AerFi.

     At March 31, 1999 and March 31, 1998 the deferred income tax assets and
liabilities represent the assets and liabilities of Airplanes Limited and
Airplanes Trust at that Date.

3.   RELATIONSHIP WITH AERFI GROUP PLC AND MANAGEMENT ARRANGEMENTS

     Airplanes Group's portfolio has been acquired entirely from AerFi pursuant
to the Transaction.

     With effect from the Closing Date, GECAS provides, in consideration for
management fees, certain management services to Airplanes Group pursuant to a
servicing agreement entered into by GECAS with
                                       F-8
<PAGE>   89
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

3.   RELATIONSHIP WITH AERFI GROUP PLC AND MANAGEMENT ARRANGEMENTS --
(CONTINUED)
certain members of Airplanes Group and their subsidiaries. Under certain
circumstances GECAS may resign from the performance of its duties in relation to
the management of all the aircraft generally or, the management of one or more
aircraft individually, provided in either case that a replacement has been
appointed to manage the aircraft. In addition, Airplanes Group will, under
certain circumstances, have the right to terminate the servicing agreement.

     As a holder of the majority of the Class E Notes, GE Capital has the right
to appoint one director to the board of Airplanes Limited and one of the
controlling trustees of Airplanes Trust. Airplanes Limited has a board of
directors of five directors, including the director appointed by the holders of
the Class E Notes. The controlling trustees of Airplanes Trust are the same
individuals. GE Capital, GECAS' indirect parent, has an option to acquire up to
24.9% of the ordinary shares of AerFi Group at any time up to October 29, 2001.

     Certain cash management and administrative services are being provided by
AerFi subsidiaries to Airplanes Group, pursuant to a cash management agreement
and administrative agency agreement entered into by AerFi subsidiaries with
Airplanes Group.

     Although Airplanes Group's portfolio will at all times be held in two
different entities, Airplanes Limited and Airplanes Trust, Airplanes Group is
managed and the note covenants structured on the basis of a single economic
entity owning a single aircraft portfolio.

4.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Airplanes Group's accounting policies conform with United States generally
accepted accounting principles. The following paragraphs describe the main
accounting policies followed in these financial statements.

  (a) Revenue Recognition

     Revenue from aircraft on operating leases is recognised as income as it
accrues over the period of the leases. Unearned revenue from capital and sales
type leases is amortised and included in income.

  (b) Aircraft

     Aircraft, including engines, are stated at cost less accumulated
depreciation.

     Airplanes Group adopted Statement of Financial Accounting Standards No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" ("FAS 121") with effect from April 1, 1996. The statement
requires the recognition of an impairment loss for an asset held for use when
the estimate of un-discounted future cashflows expected to be generated by the
asset is less than its carrying amount. Measurement of impairment loss is to be
recognised based on the fair value of the asset. Fair market values reflects the
underlying economic value of the aircraft, including engines, in normal market
conditions (where supply and demand are in reasonable equilibrium) and assumes
adequate time for a sale and a willing buyer and seller. Short term fluctuations
in the market place are disregarded and it is assumed that there is no necessity
either to dispose of a significant number of aircraft simultaneously or to
dispose of aircraft quickly. The fair market value of the assets is based on
independent valuations of the aircraft in the fleet and estimates of discounted
future cash flows.

     FAS 121 also requires that long-lived assets to be disposed of, be reported
at the lower of the carrying amount or fair value less estimated disposal costs.

                                       F-9
<PAGE>   90
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

4.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
     Cost comprises the invoiced cost net of manufacturers' discounts.
Depreciation is calculated on a straight line basis. The estimates of useful
lives and residual values are reviewed periodically. The current estimates for
residual values are generally 15% of cost, and for useful lives are as follows:

<TABLE>
<CAPTION>
                                                                YEARS          FROM
                                                                -----    ----------------
<S>                                                             <C>      <C>
Stage 2 aircraft............................................    20-25    Manufacture date
Refurbished and upgraded aircraft -- converted to
  freighters................................................       20    Conversion date
Turboprop aircraft..........................................     22.5    Manufacture date
All other aircraft..........................................       25    Manufacture date
</TABLE>

  (c) Net Investment in Capital and Sales Type Leases

     The amounts due from lessees under capital leases, where the entire cost of
the asset is recovered, are shown in the balance sheet at the net amount
receivable under these leases. The related finance revenue is recognised as
income over the period of the lease in proportion to the amounts outstanding.

  (d) Provision for Maintenance

     In most lease contracts the lessee has the obligation for maintenance costs
on airframes and engines and in many lease contracts the lessee makes a full or
partial prepayment, calculated at an hourly rate, from which maintenance
expenditures for major checks are disbursed. The undisbursed portion of these
prepayments are included in the provision for maintenance which may from time to
time include prepayments made by current lessees and prior lessees.

     Maintenance provisions also include the directors' estimate of maintenance
costs which are Airplanes Group's primary responsibility and certain amounts in
respect of the risk of lessees defaulting on obligations, which could result in
Airplanes Group incurring maintenance costs which are the lessee's primary
responsibility.

  (e) Allowance for doubtful debts

     Allowances are made for doubtful debts where it is considered that there is
a significant risk of non recovery.

     The assessment of risk of non recovery is primarily based on the extent to
which amounts outstanding exceed the expected value of security held, together
with an assessment of the financial strength and condition of a lessee and the
economic conditions existing in the lessee's operating environment.

  (f) Provision for Loss Making Leases

     A lease agreement is deemed to be "Loss Making" in circumstances where the
contracted rental payments are insufficient to cover the depreciation and
allocated interest cost attributable to the relevant aircraft, together with
direct costs such as legal fees and other costs attributable to the lease over
its term. At March 31, 1999 and March 31, 1998, the attributable allocated
interest cost excludes the element of the interest on the Class E Notes, 9% per
annum, which is payable only in the event that the principal amount on all the
Notes is repaid. Provision is made for the expected losses on such leases.

  (g) Taxation

     Income taxes are accounted for under the asset and liability method.
Deferred income tax assets and liabilities are recognised for the future tax
consequences attributable to differences between the financial

                                      F-10
<PAGE>   91
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

4.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carry forwards. Deferred
income tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred income tax assets
and liabilities of a change in tax rates is recognised in the period that
includes the enactment date.

     Income tax is provided based on the results for the year. Airplanes
Limited's underlying taxable entities in Ireland are subject to Irish Corporate
Income Tax on approved trading operations at a rate of 10% until December 31,
2005. Airplanes Trust's underlying taxable entities in the US are subject to US
Federal and State taxes on their trading operations.

  (h) Concentrations of Credit Risk

     Financial instruments which potentially subject Airplanes Group to
significant concentrations of credit risk consist primarily of trade accounts
receivable and interest rates swaps and similar hedging instruments. Details of
Airplanes Group's interest rate swaps and similar hedging instruments are set
out at (i) below.

     Credit risk with respect to trade accounts receivable is generally
diversified due to the number of lessees comprising Airplanes Group's customer
base and the different geographic areas in which they operate. At March 31, 1999
Airplanes Group owned 202 aircraft which it leased to 75 lessees in 40
countries. The geographic concentrations of leasing revenues is set out in Note
15.

     Many of Airplanes Group's lessees are in a relatively weak financial
position because of the difficult economic conditions in the civil aviation
industry as a whole and because, in general, weakly capitalised airlines are
more likely to seek operating leases.

     The exposure of Airplanes Group's aircraft to particular countries and
customers is managed partly through concentration limits provided for under the
terms of the notes and through obtaining security from lessees by way of
deposits, letters of credit and guarantees. Airplanes Group will continue to
manage its exposure to particular countries, regions and lessees through
concentration limits. In the normal course of its business Airplanes Group (and
in the past AerFi) has reached agreements with certain of its lessees to
restructure their leases and defer certain receivable balances. Details of
accounts receivable, deferred balances and provision for bad and doubtful debts
are set out in Note 6.

     Airplanes Group's Brazilian lessees also continue to experience significant
difficulties due to adverse market conditions arising from the devaluation of
the Brazilian Real. At March 31, 1999, 16 of Airplanes Group's aircraft were
being operated by 4 Brazilian lessees. Restructuring arrangements have been
agreed with certain of the Brazilian lessees allowing for rescheduling of
balances owing to Airplanes Group. Receivable balances with Brazilian lessees in
total were $18.9 million at March 31, 1999, of which $1.8 million has been
deferred, and in respect of which allowances of $3.9 million for doubtful debts
have been made.

     Mexico is a significant market for Airplanes Group's aircraft and at March
31, 1999, 21 of Airplanes Group's aircraft were being operated by 2 Mexican
lessees. Difficult market conditions and substantial over-capacity continue to
have an adverse effect on the Mexican air transport sector and restructuring
negotiations with certain of Airplanes Group's Mexican lessees have been
concluded, while negotiations with other lessees are continuing. Receivable
balances with Mexican lessees in total were $1.5 million at March 31, 1999, of
which $1.4 million has been deferred, and is fully covered by available
security.

     Canadian Airlines, Airplanes Group's third largest lessee at March 31, 1999
by Appraised Value, approached its creditors including Airplanes Group, with
proposals to reschedule its obligations. A rescheduling plan granted Canadian
Airlines a deferral of operating lease rentals for a three month period and a
deferral of finance lease principal payments for the six month period commencing
from December 1997. The
                                      F-11
<PAGE>   92
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

4.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
deferred payments are to be repaid with interest over a two and a half year
period commencing October 1998. Receivable balances at March 31, 1999 were $3.6
million which is fully covered by available security.

     Trading conditions in the civil aviation industry in Asia have been
adversely affected by the severe economic and financial difficulties experienced
recently in the region where at March 31, 1999 5 of Airplanes Group's aircraft
were being operated by 4 lessees. Receivables balances including balances from
lessees where the aircraft were returned during the year totalling $3.9 million
were written off against existing provisions.

  (i) Fair Value of Financial Instruments

     Statement of Financial Accounting Standards No. 107 "Disclosures about Fair
Value of Financial Instruments" defines the fair value of a financial instrument
as the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
Fair values of financial instruments have been determined with reference to
available market information and the valuation methodologies discussed below.
However, considerable management judgement is required in interpreting market
data to arrive at estimates of fair values. Accordingly, the estimates presented
herein may not be indicative of the amounts that Airplanes Group could realise
in a current market exchange.

          (i) The fair value of cash, trade receivables and trade payables
     approximates the carrying amount because of the nature and short maturity
     of these instruments.

          (ii) The fair value of the A, B, C and D Notes issued by Airplanes
     Group outstanding at March 31, 1999 and 1998 was $3,261 million and $3,573
     million respectively. While the amount subscribed for the E Notes was based
     on the appraised value of the aircraft at the Closing Date, the fair value
     of these Notes at March 31, 1999 cannot be determined, as it represents the
     holders' residual interest in the aircraft owned by Airplanes Group.

          (iii) Airplanes Group manages its interest rate exposure through the
     use of interest rate swaps and options to enter into interest rate swaps
     ("Swaptions"). At March 31, 1999 and 1998 Airplanes Group had entered into
     interest rate swaps with an aggregate notional principal amount of $2.32
     billion and $2.55 billion respectively. Under these swap arrangements
     Airplanes Group will pay fixed and receive floating amounts on a monthly
     basis. The objective of Airplanes Group's interest rate risk management
     policy is to correlate the contracted fixed and floating rental payments in
     its portfolio to the fixed and floating interest payments on the bonds,
     taking into account the expected amortisation of Class A and Class B Notes.
     The fair value of these Swaps at March 31, 1999 and 1998 was an unrealised
     loss of $7.77 million and an unrealised loss of $2.35 million respectively.

     Interest rate exposures which may arise in the event that lessees paying
fixed rate rentals default is managed in part through the purchase of Swaptions.
At March 31, 1999 and 1998 Airplanes Group had entered into Swaptions with a
notional value of $306 million and $226 million respectively. The fair value of
the Swaptions at March 31, 1999 and 1998 was $1.2 million and $1.8 million
respectively.

     Airplanes Group is exposed to losses in the event of non-performance by
counterparties to interest rate swap agreements or in the event of defaults by
lessees. However, Airplanes Group does not anticipate non-performance by the
counterparties and other parties and accounts for hedging losses resulting from
lessee defaults as they are incurred.

     Counterparty risk is monitored on an ongoing basis. Counterparties are
subject to the prior approval of the Directors of Airplanes Limited and the
Controlling Trustees of Airplanes Trust. Airplanes Group's counterparties at
March 31, 1999 comprise five major U.S./European financial institutions.

                                      F-12
<PAGE>   93
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

4.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
  (j) Foreign Currency Transactions

     Airplanes Group's foreign currency transactions are not significant as
virtually all revenues and most costs are denominated in US dollars.

  (k) Year 2000

     The assessment of the Year 2000 risks relevant to Airplanes Group is in
progress. Airplanes Group has not incurred any expense in addressing the Year
2000 issue, and does not expect to incur any significant costs.

5.   CASH

<TABLE>
<CAPTION>
                                                                         MARCH 31,
                                                      ------------------------------------------------
                                                               1998                      1999
                                                      ----------------------    ----------------------
                                                      AIRPLANES    AIRPLANES    AIRPLANES    AIRPLANES
                                                       LIMITED       TRUST       LIMITED       TRUST
                                                      ---------    ---------    ---------    ---------
                                                           ($MILLIONS)               ($MILLIONS)
<S>                                                   <C>          <C>          <C>          <C>
Cash..............................................       212            6          218            6
                                                         ===          ===          ===          ===
</TABLE>

     Substantially all of the cash balances at March 31, 1999 and 1998 are held
for specific purposes under the terms of the Transaction. Included in the cash
balances at March 31, 1999 and 1998 is restricted cash of $6 million.

6.   ACCOUNTS RECEIVABLE

<TABLE>
<CAPTION>
                                                                         MARCH 31,
                                                      ------------------------------------------------
                                                               1998                      1999
                                                      ----------------------    ----------------------
                                                      AIRPLANES    AIRPLANES    AIRPLANES    AIRPLANES
                                                       LIMITED       TRUST       LIMITED       TRUST
                                                      ---------    ---------    ---------    ---------
                                                           ($MILLIONS)               ($MILLIONS)
<S>                                                   <C>          <C>          <C>          <C>
Trade receivables.................................        19            4           38            5
Allowance for doubtful debts......................        (9)          (1)         (14)          (3)
                                                         ---          ---          ---          ---
                                                          10            3           24            2
                                                         ===          ===          ===          ===
Included in trade receivables are deferred amounts
  as follows:-
  Gross deferred lease receivables................        12           --            7            1
  Allowance for doubtful debts....................        (2)          --           --           (1)
                                                         ---          ---          ---          ---
                                                          10           --            7           --
                                                         ===          ===          ===          ===
</TABLE>

     Deferred lease receivables at March 31, 1999 represent deferrals of rent,
maintenance and miscellaneous payments due from lessees. The most significant of
these lessees are located in Mexico and Brazil where the air transport sector is
suffering from substantial over capacity and the effects of difficult economic
conditions (see Note 4(h)), and in North America as a result of the deferral
agreements reached with Canadian airlines and Tower Air.

     Receivables include amounts classified as due after one year of $1 million
(Airplanes Limited $1 million and Airplanes Trust $Nil) at March 31, 1999 and
$17 million (Airplanes Limited $17 and Airplanes Trust $NIL) at March 31, 1998.

                                      F-13
<PAGE>   94
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

7.   AMOUNTS DUE FROM AIRPLANES TRUST TO AIRPLANES LIMITED

<TABLE>
<CAPTION>
                                                                         MARCH 31,
                                                      ------------------------------------------------
                                                               1998                      1999
                                                      ----------------------    ----------------------
                                                      AIRPLANES    AIRPLANES    AIRPLANES    AIRPLANES
                                                       LIMITED       TRUST       LIMITED       TRUST
                                                      ---------    ---------    ---------    ---------
                                                           ($MILLIONS)               ($MILLIONS)
<S>                                                   <C>          <C>          <C>          <C>
Amount receivable from Airplanes Trust............        33          (33)         (35)          35
                                                         ===          ===          ===          ===
</TABLE>

     The balance represents the net amount due to Airplanes Limited in respect
of Airplanes Trust's trading activities, including servicing of its' debt
obligations.

8.   INTERCOMPANY CAPITAL LEASE.

     During the year ended March 1998 an aircraft owned by Airplanes Limited was
leased to Airplanes Trust for onward lease to a third party. A summary of the
net components (payable by Airplanes Trust to Airplanes Limited) of the
investment in this lease as at March 31, 1999 is as follows:

<TABLE>
<CAPTION>
                                                                 MARCH 31,
                                                                ------------
                                                                1998    1999
                                                                ----    ----
                                                                ($MILLIONS)
<S>                                                             <C>     <C>
Total minimum lease payments receivable/payable.............     61      56
Less unearned revenue.......................................    (23)    (20)
                                                                ---     ---
                                                                 38      36
                                                                ===     ===
</TABLE>

     Minimum future payments to be received/paid on this capital lease at March
31, 1999 is as follows:

<TABLE>
<CAPTION>
                                                                   MINIMUM LEASE
                                                                PAYABLES RECEIVABLE
                                                                -------------------
                                                                    ($MILLIONS)
<S>                                                             <C>
Years ending March 31
2000........................................................             5
2001........................................................             5
2002........................................................             5
2003........................................................             5
2004........................................................             5
Thereafter..................................................            31
                                                                        --
                                                                        56
                                                                        ==
</TABLE>

     The capital lease with the third party is included in Note 9. For
presentation purposes the lease in revenue and costs have been netted in the
Statement of Operations of Airplanes Trust.

                                      F-14
<PAGE>   95
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

9.   NET INVESTMENT IN CAPITAL AND SALES TYPE LEASES

     The following are the components of the net investment in capital and sales
type leases:

<TABLE>
<CAPTION>
                                                               1998                      1999
                                                      ----------------------    ----------------------
                                                      AIRPLANES    AIRPLANES    AIRPLANES    AIRPLANES
                                                       LIMITED       TRUST       LIMITED       TRUST
                                                      ---------    ---------    ---------    ---------
                                                           ($MILLIONS)               ($MILLIONS)
<S>                                                   <C>          <C>          <C>          <C>
Total minimum lease payments receivable...........        57           61           13           56
Estimated residual values of leased assets........        23           --           11           --
Less unearned revenue.............................       (19)         (23)          (4)         (20)
                                                         ---          ---          ---          ---
Net investment in capital and sales type leases...        61           38           20           36
                                                         ===          ===          ===          ===
</TABLE>

     Aggregate lease rentals in respect of such capital and sales type leases
for the years ended March 31, 1997, 1998 and 1999 amounted to $28 million,
(Airplanes Limited $28 million, Airplanes Trust $nil), $26 million (Airplanes
Limited $25 million, Airplanes Trust $1) and $20 million (Airplanes Limited $15
million, Airplanes Trust $5) respectively.

     Unearned revenue of $8 million (Airplanes Limited $8 million, Airplanes
Trust $nil), $9 million (Airplanes Limited $9 million, Airplanes Trust $nil) and
$8 million (Airplanes Limited $5 million, Airplanes Trust $3 million) for the
years ended March 31, 1997 1998 and 1999, respectively, was amortised and
included in revenue. All income arising on the Airplanes Trust capital lease is
recorded in Airplanes Limited (see note 8).

     Minimum future payments to be received on such capital leases for aircraft
at March 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                                  MINIMUM LEASE
                                                               PAYABLES RECEIVABLE
                                                              ----------------------
                                                              AIRPLANES    AIRPLANES
                                                               LIMITED       TRUST
                                                              ---------    ---------
                                                                   ($MILLIONS)
<S>                                                           <C>          <C>
Years ending March 31, 2000.................................      7            5
  2001......................................................      6            5
  2002......................................................     --            5
  2003......................................................     --            5
  2004......................................................     --            5
  Thereafter................................................     --           31
                                                                 --           --
                                                                 13           56
                                                                 ==           ==
</TABLE>

                                      F-15
<PAGE>   96
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

10. AIRCRAFT

<TABLE>
<CAPTION>
                                                                         MARCH 31,
                                                      ------------------------------------------------
                                                               1998                      1999
                                                      ----------------------    ----------------------
                                                      AIRPLANES    AIRPLANES    AIRPLANES    AIRPLANES
                                                       LIMITED       TRUST       LIMITED       TRUST
                                                      ---------    ---------    ---------    ---------
                                                           ($MILLIONS)               ($MILLIONS)
<S>                                                   <C>          <C>          <C>          <C>
AIRCRAFT
Cost..............................................      4,187         486         4,096         386
Less Accumulated depreciation.....................     (1,194)       (142)       (1,276)       (134)
                                                       ------        ----        ------        ----
                                                        2,993         344         2,820         252
                                                       ======        ====        ======        ====
FLEET ANALYSIS
On operating lease for a further period of:
  More than five years............................        155          54           252          --
  From one to five years..........................      2,102         202         2,109         206
  Less than one year..............................        659          88           445          46
Non revenue earning aircraft:
  Available for lease.............................          3          --            --          --
  Available for lease, subject to letters of
     intent.......................................         74          --            14          --
                                                       ------        ----        ------        ----
                                                        2,993         344         2,820         252
                                                       ======        ====        ======        ====
</TABLE>

     Certain aircraft are subject to purchase options granted to existing
lessees.

<TABLE>
<CAPTION>
                                                                   YEAR ENDED MARCH 31,
                                           ---------------------------------------------------------------------
                                                   1997                    1998                    1999
                                           ---------------------   ---------------------   ---------------------
                                           AIRPLANES   AIRPLANES   AIRPLANES   AIRPLANES   AIRPLANES   AIRPLANES
                                            LIMITED      TRUST      LIMITED      TRUST      LIMITED      TRUST
                                           ---------   ---------   ---------   ---------   ---------   ---------
                                                ($MILLIONS)             ($MILLIONS)             ($MILLIONS)
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>
Depreciation expense.....................     185          30         168          22         158          17
                                              ===         ===         ===         ===         ===         ===
</TABLE>

     Depreciation expense for 1998 includes $2.1m of additional depreciation
charged during the year in relation to the write down of the carrying values of
three A300 aircraft, in accordance with FAS 121. Depreciation expense for 1997
includes $15m of additional depreciation charged during the year in relation to
the write down of the carrying values of two DC10-30 aircraft, in accordance
with FAS 121.

     At March 31, 1999 Airplanes Group owned 202 (1998:221) aircraft.

                                      F-16
<PAGE>   97
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

11. ACCRUED EXPENSES AND OTHER LIABILITIES

<TABLE>
<CAPTION>
                                                                         MARCH 31,
                                                      ------------------------------------------------
                                                               1998                      1999
                                                      ----------------------    ----------------------
                                                      AIRPLANES    AIRPLANES    AIRPLANES    AIRPLANES
                                                       LIMITED       TRUST       LIMITED       TRUST
                                                      ---------    ---------    ---------    ---------
                                                           ($MILLIONS)               ($MILLIONS)
<S>                                                   <C>          <C>          <C>          <C>
Accrued expenses and other liabilities include:
Unearned revenue..................................        27            2           15            1
Provisions for loss making leases (Note 17).......        44            3           34            1
Interest accrued..................................       270           27          453           45
Other accruals....................................        42           --           31            1
Trade payables....................................         1           --           --           --
Deposits received.................................        53            4           48            3
                                                         ---          ---          ---          ---
                                                         437           36          581           51
                                                         ===          ===          ===          ===
Of which:
Payable within one year...........................        90            5           99            3
Payable after one year............................       347           31          482           48
                                                         ---          ---          ---          ---
                                                         437           36          581           51
                                                         ===          ===          ===          ===
</TABLE>

12. INDEBTEDNESS

     The components of the debt are as follows:

<TABLE>
<CAPTION>
                                                                         MARCH 31,
                                                      ------------------------------------------------
                                                               1998                      1999
                                                      ----------------------    ----------------------
                                                      AIRPLANES    AIRPLANES    AIRPLANES    AIRPLANES
                                                       LIMITED       TRUST       LIMITED       TRUST
                                                      ---------    ---------    ---------    ---------
                                                           ($MILLIONS)               ($MILLIONS)
<S>                                                   <C>          <C>          <C>          <C>
Indebtedness in respect of Notes issued:
Subclass A-4......................................        182          18           182          18
Subclass A-5......................................         85           8            --          --
Subclass A-6......................................        775          76           671          65
Subclass A-7......................................        502          50           501          49
Subclass A-8......................................        638          62           638          62
Class B...........................................        307          30           286          27
Class C...........................................        341          34           334          33
Class D...........................................        364          36           364          36
Class E...........................................        538          53           538          53
                                                        -----         ---         -----         ---
                                                        3,732         365         3,514         343
Discounts/costs arising on issue of Notes.........        (17)         (2)          (14)         (1)
                                                        -----         ---         -----         ---
                                                        3,715         363         3,500         342
                                                        =====         ===         =====         ===
</TABLE>

                                      F-17
<PAGE>   98
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

12. INDEBTEDNESS -- (CONTINUED)
  Debt maturity

     The repayment terms of the A, B, C and D Notes are such that certain
principal amounts are expected to be repaid on certain dates based on certain
assumptions ("the Expected Final Payment Date") or refinanced through the issue
of new Notes by specified Expected Final Payment Dates but in any event are
ultimately due for repayment on specified final maturity dates ("the Final
Maturity Date"). The Expected Final Payment Dates, Final Maturity Dates,
Principal Amount and interest rates applicable to each class of note are set out
below:

<TABLE>
<CAPTION>
                                             PRINCIPAL AMOUNT    EXPECTED FINAL   FINAL
CLASS/SUBCLASS OF NOTES  INTEREST RATES        AT YEAR END        PAYMENT DATE    MATURITY DATE
-----------------------  -----------------   ----------------    --------------   -------------
                                                   ($M)
<S>                      <C>                 <C>                <C>               <C>
Subclass A-4...........  (LIBOR+.62%)               200         March 15, 2003    March 15, 2019
Subclass A-6...........  (LIBOR+.34%)               736         January 15, 2004  March 15, 2019
Subclass A-7...........  (LIBOR+.26%)               550         March 15, 2001    March 15, 2019
Subclass A-8...........  (LIBOR+.375%)              700         March 15, 2003    March 15, 2019
Class B................  (LIBOR+.75%)               313         March 15, 2009    March 15, 2019
Class C................  (8.15%)                    367         March 15, 2011    March 15, 2019
Class D................  (10.875%)                  400         March 15, 2012    March 15, 2019
Class E................  (See below)                591         See below         See below
                                                  -----
                                                  3,857
                                                  =====
</TABLE>

     Discounts on Notes issued and costs arising on the refinanced Notes are
netted against debt on the balance sheet. These amounts are accreted to the
income statement over the expected life of the refinanced Notes.

     The dates on which principal repayments on the Notes will actually occur
will depend on the cash generated by Airplanes Group and in the event that the
sub-class A-4, A-7 and A-8 Notes are not repaid or refinanced by their Expected
Final Payment Dates, additional interest will arise.

     LIBOR on the Class A and Class B Notes equates to the London interbank
offered rate for one month US dollar deposits.

     Interest on the Class C and Class D fixed rate Notes is calculated on the
basis of a 360-day year, consisting of twelve 30-day months.

     The Class E Notes accrue interest for each Interest Accrual Period at a
rate of 20% per annum. The stated interest rate on the Class E Notes is adjusted
by reference to the U.S. Consumer Price Index. Except for the Class E Note
Minimum Interest Amount plus the Class E Note Supplemental Interest Amount, each
of which are paid at a rate of 1% and 10% multiplied by the Outstanding
Principal Balance of the Class E Note, respectively, no interest will be payable
on the Class E Notes until all of the interest, principal and premium, if any,
on the Notes have been repaid in full. The principal on the Class E Notes will
be repaid, subject to adequate funds being available, after the interest on the
Class E Notes.

     In general the priority of the principal payments on the Notes is as set
out below:--

     1.    Specified minimum principal amounts on the A and the B Notes in that
           order.

     2.    Additional amounts on the A Notes in the event that the value of the
           fleet falls below specified amounts.

     3.    Scheduled principal repayments on the C and D Notes in that order.

                                      F-18
<PAGE>   99
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

12. INDEBTEDNESS -- (CONTINUED)
     4.    Specified additional amounts on the B Notes and the A Notes in that
           order.

     5.    Thereafter cash available to repay the principal on the Notes is
           applied on each payment date to repay the outstanding principal on
           the D Notes, the C Notes, the B Notes and the A Notes in that order.

     On each payment date the priority of the principal amounts outstanding in
respect of the various sub-classes of A Notes is A-6, A-7 and A-8 in that order.

13. PROVISION FOR MAINTENANCE

<TABLE>
<CAPTION>
                                                                         MARCH 31,
                                                      ------------------------------------------------
                                                               1998                      1999
                                                      ----------------------    ----------------------
                                                      AIRPLANES    AIRPLANES    AIRPLANES    AIRPLANES
                                                       LIMITED       TRUST       LIMITED       TRUST
                                                      ---------    ---------    ---------    ---------
                                                           ($MILLIONS)               ($MILLIONS)
<S>                                                   <C>          <C>          <C>          <C>
Balance at April, 1...............................       287           26          292           23
Receivable during year............................        68           20           67            2
Expenditure/Transfers.............................       (63)         (23)         (93)          (8)
                                                         ---          ---          ---          ---
Balance at March, 31..............................       292           23          266           17
                                                         ===          ===          ===          ===
</TABLE>

     The reserve for maintenance includes maintenance reserve funds received
from lessees, provisions to cover the directors' estimate of maintenance costs
where Airplanes Group has the primary obligation for maintenance and in certain
cases provisions to cover the risk of lessees defaulting on obligations, which
could result in Airplanes Group incurring maintenance costs which are the
lessees' primary responsibility.

14. SHARE CAPITAL

<TABLE>
<CAPTION>
                                                                AIRPLANES LIMITED
                                                                    MARCH 31,
                                                                ------------------
                                                                 1998       1999
                                                                -------    -------
                                                                       ($)
<S>                                                             <C>        <C>
Ordinary shares, par value $1
Authorised 10,000...........................................    10,000     10,000
                                                                ======     ======
Issued 30...................................................        30         30
                                                                ======     ======
</TABLE>

     The holders of the issued ordinary shares are entitled to an annual
cumulative preferential dividend of $4,500. As Airplanes Limited does not have
distributable profits this dividend has not been paid. As at March 31, 1999 the
total unpaid cumulative preferential dividend amounted to $13,500.

                                      F-19
<PAGE>   100
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

15. REVENUES

<TABLE>
<CAPTION>
                                                                   YEAR ENDED MARCH 31,
                                           ---------------------------------------------------------------------
                                                   1997                    1998                    1999
                                           ---------------------   ---------------------   ---------------------
                                           AIRPLANES   AIRPLANES   AIRPLANES   AIRPLANES   AIRPLANES   AIRPLANES
                                            LIMITED      TRUST      LIMITED      TRUST      LIMITED      TRUST
                                           ---------   ---------   ---------   ---------   ---------   ---------
                                                ($MILLIONS)             ($MILLIONS)             ($MILLIONS)
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>
The distribution of revenues by
  geographic area is as follows:
  Europe.................................     193           1         192           1         203           1
  North America..........................      51          58          57         118          41         126
  South America..........................     180          12         222           9         215           8
  Rest of world..........................     108           1          78           2          63           1
                                              ---         ---         ---         ---         ---         ---
                                              532          72         549         130         521         137
                                              ===         ===         ===         ===         ===         ===
Of which, sales revenue to third parties
  represents.............................      --          --         (37)        (57)        (37)        (95)
                                              ---         ---         ---         ---         ---         ---
Leasing revenue..........................     532          72         512          73         484          42
                                              ---         ---         ---         ---         ---         ---
Of which, maintenance revenue
  represents.............................      70          21          68          20          67           2
                                              ===         ===         ===         ===         ===         ===
</TABLE>

     At March 31, 1999, Airplanes Group had contracted to receive the following
minimum rentals under operating leases:

<TABLE>
<CAPTION>
                                                                         1999
                                                                ----------------------
                                                                AIRPLANES    AIRPLANES
                                                                 LIMITED       TRUST
                                                                ---------    ---------
                                                                     ($MILLIONS)
<S>                                                             <C>          <C>
Year ending March 31,
  2000......................................................        369          54
  2001......................................................        295          41
  2002......................................................        221          33
  2003......................................................        125          21
  2004......................................................         49           9
  Thereafter................................................         78          --
                                                                  -----         ---
                                                                  1,137         157
                                                                  =====         ===
</TABLE>

     Contracted rentals are based on actual rates up to the first recalculation
date, and thereafter are based on a budget LIBOR of 5.1%, and include aircraft
subject to Letters of Intent to lease.

     Each of Airplanes Limited and Airplanes Trust operates in one business
segment, the leasing of aircraft.

     For Airplanes Limited no customer accounted for more than 10% of revenue in
fiscal 1997, 1998 or 1999. For Airplanes Trust: (a) two lessees each accounted
for more than 10% of leasing revenue for the year ended March 31, 1997, and
individually these lessees accounted for 37% and 31% of leasing revenue,
respectively, (b) two lessees each accounted for more than 10% of leasing
revenue for the year ended March 31, 1998, and individually these lessees
accounted for 38% and 29% of leasing revenue respectively and (c) two lessees
each accounted for more than 10% of leasing revenue in the year ended March 31,
1999 and individually these lessees accounted for 39% and 14% of leasing revenue
respectively.

                                      F-20
<PAGE>   101
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

16. NET INTEREST EXPENSE

<TABLE>
<CAPTION>
                                                                   YEAR ENDED MARCH 31,
                                           ---------------------------------------------------------------------
                                                   1997                    1998                    1999
                                           ---------------------   ---------------------   ---------------------
                                           AIRPLANES   AIRPLANES   AIRPLANES   AIRPLANES   AIRPLANES   AIRPLANES
                                            LIMITED      TRUST      LIMITED      TRUST      LIMITED      TRUST
                                           ---------   ---------   ---------   ---------   ---------   ---------
                                                ($MILLIONS)             ($MILLIONS)             ($MILLIONS)
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>
Interest on Notes issued.................     360          40         389          38         402          40
Interest income..........................     (17)         --         (16)         --         (14)         --
                                              ---         ---         ---         ---         ---         ---
                                              343          40         373          38         388          40
                                              ===         ===         ===         ===         ===         ===
Cash paid in respect of interest.........     237          28         245          22         201          22
                                              ===         ===         ===         ===         ===         ===
</TABLE>

     For all periods subsequent to March 28, 1996 the Statement of Operations
and the Statement of Cash Flows includes the actual amounts charged and paid
respectively.

17. LOSS MAKING LEASES

<TABLE>
<CAPTION>
                                                                   YEARS ENDED MARCH 31,
                                                      ------------------------------------------------
                                                               1998                      1999
                                                      ----------------------    ----------------------
                                                      AIRPLANES    AIRPLANES    AIRPLANES    AIRPLANES
                                                       LIMITED       TRUST       LIMITED       TRUST
                                                      ---------    ---------    ---------    ---------
                                                           ($MILLIONS)               ($MILLIONS)
<S>                                                   <C>          <C>          <C>          <C>
Provision.........................................        16           --            7           --
Utilisation.......................................       (30)          (3)         (18)          (1)
                                                         ---          ---          ---          ---
Net utilisation...................................       (14)          (3)         (11)          (1)
                                                         ===          ===          ===          ===
</TABLE>

     Provision is made for the expected losses where a lease agreement is deemed
to be loss making. The charge in respect of the loss making lease provisions and
the utilisation of these provisions are reflected on a net basis in the
Statement of Operations. These provisions are utilised as the corresponding
actual losses arise over the period of the lease. The actual losses are
reflected within the depreciation expense, interest expense or other costs
within the Statement of Operations.

18. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

<TABLE>
<CAPTION>
                                                                   YEAR ENDED MARCH 31,
                                           ---------------------------------------------------------------------
                                                   1997                    1998                    1999
                                           ---------------------   ---------------------   ---------------------
                                           AIRPLANES   AIRPLANES   AIRPLANES   AIRPLANES   AIRPLANES   AIRPLANES
                                            LIMITED      TRUST      LIMITED      TRUST      LIMITED      TRUST
                                           ---------   ---------   ---------   ---------   ---------   ---------
                                                ($MILLIONS)             ($MILLIONS)             ($MILLIONS)
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>
GECAS Management fees....................      24           2          24           2          22           2
Other selling, general and administrative
  expenses...............................      11           1          11           1          10           1
                                              ---         ---         ---         ---         ---         ---
                                               35           3          35           3          32           3
                                              ===         ===         ===         ===         ===         ===
</TABLE>

     In the years ended March 31, 1999 and 1998 other selling, general and
administrative expenses included an amount of $9 million (Airplanes Limited $9
million, Airplanes Trust $Nil) payable to AerFi in respect of Administration and
Cash Management fees.

                                      F-21
<PAGE>   102
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

19. PROVISION FOR INCOME TAXES

     References to Airplanes Limited and Airplanes Trust in the context of this
footnote refer to the underlying taxable entities of Airplanes Limited
(primarily Irish entities) and Airplanes Trust (primarily US entities).

  (a) Airplanes Limited

     Income tax benefit of Airplanes Limited consists of the following:

<TABLE>
<CAPTION>
                                                                 YEARS ENDED MARCH 31,
                                                                -----------------------
                                                                1997     1998     1999
                                                                -----    -----    -----
                                                                      ($MILLIONS)
<S>                                                             <C>      <C>      <C>
Current income tax..........................................      --       --       --
Deferred income tax.........................................      10        3        3
                                                                 ---      ---      ---
                                                                  10        3        3
                                                                 ===      ===      ===
</TABLE>

     Airplanes Limited's income from approved activities in Ireland is taxable
at a rate of 10% until December 31, 2005.

     A reconciliation of differences between actual income tax benefit of
Airplanes Limited for 1997, 1998 and 1999 and the expected tax benefit based on
a tax rate of 10% is shown below:

<TABLE>
<CAPTION>
                                                                 YEARS ENDED MARCH 31,
                                                                -----------------------
                                                                1997     1998     1999
                                                                -----    -----    -----
                                                                      ($MILLIONS)
<S>                                                             <C>      <C>      <C>
Tax benefit at 10%..........................................      12       16       17
Non deductible E Note interest..............................     (12)     (13)     (17)
Release of over provision in respect of prior year..........      10       --        3
                                                                 ---      ---      ---
Actual tax benefit..........................................      10        3        3
                                                                 ===      ===      ===
</TABLE>

     E Note interest is not deductible for tax purposes in Ireland.

     The deferred tax provision at March 31, 1997 was based on calculations of
losses forward and capital allowances of Airplanes Limited at December 31, 1996
adjusted on an estimated basis to March 31, 1997. The release of the over
provision in respect of the prior year primarily relates to the finalisation of
these estimates.

     Airplanes Limited has net operating loss carryforwards of approximately
$1,318 million as of March 31, 1999, which are available for offset against
future taxable income with no restrictions to expiration.

     The deferred tax assets and liabilities of Airplanes Limited are summarised
below:

<TABLE>
<CAPTION>
                                                                 MARCH 31,
                                                                ------------
                                                                1998    1999
                                                                ----    ----
                                                                ($MILLIONS)
<S>                                                             <C>     <C>
Deferred tax assets relating to:
  Net operating loss carryforwards..........................    111     132
Deferred tax liability relating to:
  Aircraft..................................................    165     183
                                                                ---     ---
Net deferred tax liability..................................     54      51
                                                                ===     ===
</TABLE>

                                      F-22
<PAGE>   103
                                AIRPLANES GROUP
                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

19. PROVISION FOR INCOME TAXES -- (CONTINUED)
  (b) Airplanes Trust

     Income tax benefit of Airplanes Trust consists of the following:

<TABLE>
<CAPTION>
                                                                 YEARS ENDED MARCH 31,
                                                                -----------------------
                                                                1997     1998     1999
                                                                -----    -----    -----
                                                                      ($MILLIONS)
<S>                                                             <C>      <C>      <C>
Current income tax:
  Federal...................................................      --       --       --
  State.....................................................      --       --       --
                                                                 ---      ---      ---
Total current...............................................      --       --       --
                                                                 ---      ---      ---
Deferred income tax:
  Federal...................................................      --       --       --
  State.....................................................      --       --       --
                                                                 ---      ---      ---
Total deferred..............................................      --       --       --
                                                                 ---      ---      ---
                                                                  --       --       --
                                                                 ===      ===      ===
</TABLE>

     A reconciliation of differences between actual income tax benefit of
Airplanes Trust for 1997, 1998, and 1999 and the expected tax benefit based on
the U.S. Federal statutory tax rate of 35% in 1997, 1998, and 1999 is shown
below:

<TABLE>
<CAPTION>
                                                                 YEARS ENDED MARCH 31,
                                                                -----------------------
                                                                1997     1998     1999
                                                                -----    -----    -----
                                                                      ($MILLIONS)
<S>                                                             <C>      <C>      <C>
Tax benefit at statutory rate...............................       6        3        5
Post acquisition net operating losses -- not utilised.......      --       --        4
State taxes, net of Federal tax.............................       1       --       --
Non deductible E-Note interest..............................      (5)      (6)      (6)
Increase in valuation allowance.............................      (2)       3       (3)
                                                                 ---      ---      ---
                                                                  --       --       --
                                                                 ===      ===      ===
</TABLE>

     Airplanes Trust has Federal tax net operating loss carryforwards of
approximately $94 million as of March 31, 1999, which expire beginning in 2007.

                                      F-23
<PAGE>   104
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

19. PROVISION FOR INCOME TAXES -- (CONTINUED)
     Deferred tax assets and liabilities of Airplanes Trust are summarised
below:

<TABLE>
<CAPTION>
                                                                YEARS ENDED
                                                                 MARCH 31,
                                                                ------------
                                                                1998    1999
                                                                ----    ----
                                                                ($MILLIONS)
<S>                                                             <C>     <C>
Deferred tax assets relating to:
  Net operating loss carryforwards..........................     47      43
  Other.....................................................      6       8
  Valuation allowance.......................................    (16)    (26)
                                                                ---     ---
                                                                 37      25
                                                                ---     ---
Deferred tax liabilities relating to:
  Aircraft..................................................     85      73
                                                                ---     ---
Net deferred tax liability..................................     48      48
                                                                ===     ===
</TABLE>

     Although all of the aircraft are owned by Airplanes Trust, for tax
purposes, certain of the aircraft are treated as being leased from third parties
under US "safe-harbor lease" tax rules. Under existing tax laws, certain events
could reverse the cumulative effect of this tax treatment, in which case
Airplanes Trust would be required to make payments to the third parties under
the tax indemnification clauses included in the lease agreements. As of March
31, 1997, 1998 and 1999 the maximum potential exposure under these provisions is
$7 million, $4 million and $1.3 million, respectively. Airplanes Trust believes
that no events have taken place which could cause such payments to become due.

     Pursuant to a tax sharing agreement between Airplanes Trust and AerFi,
Airplanes Trust was liable to AerFi for its share of the consolidated tax
liability in years subsequent to the completion of the Transaction, in which
Airplanes Trust generates taxable income. However, Airplanes Trust was obliged
to satisfy this liability in cash only to the extent that payments due to tax
authorities from AerFi are attributable to Airplanes Trust's share of the
consolidated tax liability; the remainder was to be paid in the form of
subordinated notes. Conversely, Airplanes Trust was entitled to be reimbursed by
AerFi for any tax benefits provided subsequent to the completion of the
Transaction, to AerFi from Airplanes Trust's tax losses. AerFi has also
indemnified Airplanes Trust for any tax liabilities of AeroUSA, Inc. (a
subsidiary of Airplanes Trust) that relate to tax years prior to the completion
of the Transaction. In the year ended March 31, 1999 no tax sharing will occur
as both groups will be in a loss position.

     Subsequent to November 20, 1998, Aero USA, Inc. and AeroUSA 3, Inc. now
file United States federal consolidated tax returns and certain state and local
tax returns with GE Capital. In addition, on November 20, 1998, Airplanes Trust
entered into a Tax Sharing Agreement with GE Capital which is substantially
similar to the Tax Sharing Agreement between Airplanes Trust and AerFi which was
in place prior to that date, and which terminated on November 20, 1998, except
with respect to those provisions relating to the position prior to the date on
which AeroUSA, Inc. and AeroUSA 3, Inc. were deconsolidated from AerFi, Inc.

20. COMMITMENTS

  Capital Commitments

     Airplanes Group did not have any material contractual commitments for
capital expenditures at March 31, 1999.

                                      F-24
<PAGE>   105
                                AIRPLANES GROUP

                NOTES TO THE FINANCIAL STATEMENTS -- (CONTINUED)

21. CONTINGENT LIABILITIES

  Guarantees

     Airplanes Limited and Airplanes Trust have unconditionally guaranteed each
others' obligations under all classes of notes issued by Airplanes Limited and
Airplanes Trust, respectively, pursuant to the Transaction, details of which are
set out in Note 1.

  Foreign Taxation

     The international character of the Group's operations gives rise to some
uncertainties with regard to the impact of taxation in certain countries. The
position is kept under continuous review and the Group provides for all known
liabilities.

                                      F-25
<PAGE>   106

                    INDEPENDENT AUDITORS' REPORT ON SCHEDULE

TO THE BOARD OF DIRECTORS OF AIRPLANES LIMITED
AND THE CONTROLLING TRUSTEES OF AIRPLANES U.S. TRUST:

     Under date of June 14, 1999, we reported on the balance sheets of Airplanes
Limited and Airplanes U.S. Trust as of March 31, 1998 and 1999, and the related
statements of operations, changes in shareholders' deficit/net liabilities and
cash flows for each of the years in the three year period ended March 31, 1999,
which are included in this Report on Form 10-K. In connection with our audits of
the aforementioned financial statements, we also audited the related financial
statement schedule in this Report on Form 10-K. This financial statement
schedule is the responsibility of the companies' management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits.

     In our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.

                                                           KPMG
                                                           Chartered Accountants

Dublin, Ireland
June 14, 1999

                                       S-1
<PAGE>   107

                                AIRPLANES GROUP

                       VALUATION AND QUALIFYING ACCOUNTS

                              ACCOUNTS RECEIVABLE

                                  SCHEDULE II

<TABLE>
<CAPTION>
                                             BALANCE AT   CHARGED/(RELEASED)    DEDUCTION
                                             BEGINNING       TO COSTS AND      (WRITE-OFFS/   BALANCE AT
AIRPLANES LIMITED                             OF YEAR          EXPENSES         TRANSFERS)    END OF YEAR
-----------------                            ----------   ------------------   ------------   -----------
                                                                     ($MILLIONS)
<S>                                          <C>          <C>                  <C>            <C>
Year ended March 31,
  1997....................................       12                2                (2)           12
  1998....................................       12                1                (4)            9
  1999....................................        9               11                (4)           14
</TABLE>

<TABLE>
<CAPTION>
                                             BALANCE AT   CHARGED/(RELEASED)    DEDUCTION
                                             BEGINNING       TO COSTS AND      (WRITE-OFFS/   BALANCE AT
AIRPLANES TRUST                               OF YEAR          EXPENSES         TRANSFERS)    END OF YEAR
---------------                              ----------   ------------------   ------------   -----------
                                                                     ($MILLIONS)
<S>                                          <C>          <C>                  <C>            <C>
Year ended March 31,
  1997....................................        1               --                --             1
  1998....................................        1               --                --             1
  1999....................................        1                2                --             3
</TABLE>

                                       S-2
<PAGE>   108

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Airplanes U.S. Trust has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                               AIRPLANES U.S. TRUST

                                               By:    /s/ ROY M. DANTZIC

                                                 -------------------------------
                                                 Roy M. Dantzic
                                                 Controlling Trustee

Dated: June 30, 1999

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on June 30, 1999.

<TABLE>
<CAPTION>
                  SIGNATURE                                         TITLE
                  ---------                                         -----
<C>                                                   <S>
             /s/ HUGH R. JENKINS                      Controlling Trustee
---------------------------------------------         (principal executive officer)
               Hugh R. Jenkins

             /s/ ROY M. DANTZIC                       Controlling Trustee
---------------------------------------------         (principal financial officer)
               Roy M. Dantzic

            /s/ WILLIAM M. MCCANN                     Controlling Trustee
---------------------------------------------         (principal accounting officer)
              William M. McCann

             /s/ BRIAN T. HAYDEN                      Controlling Trustee
---------------------------------------------
               Brian T. Hayden

           /s/ RICHARD E. CAVANAGH                    Controlling Trustee
---------------------------------------------
             Richard E. Cavanagh
</TABLE>
<PAGE>   109

                   AIRPLANES LIMITED AND AIRPLANES U.S. TRUST

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C>       <S>
3.1       Certificate of Incorporation of Atlanta Holdings Limited
          dated November 3, 1995 and Certificate of Incorporation on
          change of name to Airplanes Limited dated November 29, 1995*
3.2       Memorandum and Articles of Association of Airplanes
          Limited**
3.3       Airplanes U.S. Trust Amended and Restated Trust Agreement
          among AerFi, Inc., as Settlor, Wilmington Trust Company, as
          the Delaware Trustee, and the Controlling Trustees referred
          to therein**
4.1       Pass Through Trust Agreement dated as of March 28, 1996
          among Airplanes Limited, Airplanes U.S. Trust and Bankers
          Trust Company, as Trustee**
4.2       Trust Supplement No. 4 dated as of March 28, 1996 to the
          Pass Through Trust Agreement**
4.3       Trust Supplement No. 5 dated as of March 28, 1996 to the
          Pass Through Trust Agreement**
4.4       Trust Supplement No. 7 dated as of March 28, 1996 to the
          Pass Through Trust Agreement**
4.5       Trust Supplement No. 8 dated as of March 28, 1996 to the
          Pass Through Trust Agreement**
4.6       Trust Supplement No. 9 dated as of March 16, 1996 to the
          Pass Through Trust Agreement***
4.7       Trust Supplement No. 10 dated as of March 16, 1996 to the
          Pass Through Trust Agreement***
4.8       Trust Supplement No. 11 dated as of March 16, 1996 to the
          Pass Through Trust Agreement***
4.9       Trust Supplement No. 12 dated as of March 16, 1996 to the
          Pass Through Trust Agreement***
4.10      Trust Supplement A dated as of March 16, 1996 to the Pass
          Through Trust Agreement***
4.11      Form of Subclass A-4 Pass Through Certificate**
4.12      Form of Subclass A-5 Pass Through Certificate**
4.13      Form of Subclass A-6 Pass Through Certificate***
4.14      Form of Subclass A-7 Pass Through Certificate***
4.15      Form of Subclass A-8 Pass Through Certificate***
4.16      Form of Class B Pass Through Certificate***
4.17      Form of Class C Pass Through Certificate**
4.18      Form of Class D Pass Through Certificate**
4.19      Airplanes Limited Indenture dated as of March 28, 1996 among
          Airplanes Limited, Airplanes U.S. Trust and Bankers Trust
          Company, as Trustee**
4.20      Supplement No. 1 to the Airplanes Limited Indenture***
4.21      Airplanes U.S. Trust Indenture dated as of March 28, 1996
          among Airplanes U.S. Trust, Airplanes Limited and Bankers
          Trust Company, as Trustee**
4.22      Supplement No. 2 to the Airplanes Trust Indenture***
4.23      Form of Floating Rate Subclass A-4 Note**
4.24      Form of Floating Rate Subclass A-5 Note**
4.25      Form of Floating Rate Subclass A-6 Note***
4.26      Form of Floating Rate Subclass A-7 Note***
4.27      Form of Floating Rate Subclass A-8 Note***
4.28      Form of Floating Rate Class B Note***
4.29      Form of 8.15% Class C Note**
4.30      Form of 10.875% Class D Note**
4.31      Form of 20.00% (inflation adjusted) Class E Note**
10.1      Stock Purchase Agreement dated as of March 28, 1996 among
          AerFi, Inc., AerFi Group plc and Airplanes U.S. Trust**
</TABLE>
<PAGE>   110

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C>       <S>
10.2      Stock Purchase Agreement dated as of March 28, 1996 among
          AerFi Group plc, Skyscape Limited and Airplanes Limited**
10.3      Administrative Agency Agreement dated as of March 28, 1996
          among AerFi Financial Services (Ireland) Limited, AerFi
          Group plc, Airplanes Limited, AerFi II Limited, Airplanes
          U.S. Trust and AeroUSA, Inc.**
10.4      Servicing Agreement dated as of March 28, 1996 among GE
          Capital Aviation Services, Limited, Airplanes Limited,
          AeroUSA, Inc., AerFi II Limited, Airplanes U.S. Trust and
          AerFi Cash Manager Limited**
10.5      Reference Agency Agreement dated as of March 28, 1996 among
          Airplanes Limited, Airplanes U.S. Trust Bankers Trust
          Company, as Airplanes Limited Indenture Trustee and
          Airplanes U.S. Trust Indenture Trustee, Bankers Trust
          Company, as Reference Agent and AerFi Cash Manager Limited,
          as Cash Manager**
10.6      Secretarial Services Agreement dated as of March 28, 1996
          between Airplanes Limited and Mourant & Co. Secretaries
          Limited, as Company Secretary**
10.7      Cash Management Agreement dated as of March 28, 1996 between
          AerFi Cash Manager Limited, as Cash Manager, AerFi Group
          plc, Airplanes Limited, Airplanes U.S. Trust and Bankers
          Trust Company, as Trustee under each of the Airplanes
          Limited Indenture, the Airplanes U.S. Trust Indenture and
          the Security Trust Agreement**
10.8      Form of Swap Agreement**
10.9      Security Trust Agreement dated as of March 28, 1996 among
          Airplanes Limited, Airplanes U.S. Trust, Mourant & Co.
          Secretaries Limited, the Issuer Subsidiaries listed therein,
          AerFi Financial Services (Ireland) Limited, AerFi Cash
          Manager Limited, AerFi Group plc, GE Capital Aviation
          Services, Limited, Bankers Trust Company, as Airplanes U.S.
          Trust Indenture Trustee and Airplanes Limited Indenture
          Trustee, Bankers Trust Company, as Reference Agent, and
          Bankers Trust Company, as Security Trustee**
12        Statement re Computation of Ratios
21        Subsidiaries of the Registrants*
23.1      Consent of Aircraft Information Services, Inc.
23.2      Consent of BK Associates, Inc.
23.3      Consent of Airclaims Limited
27.1      Financial Data Schedule for Airplanes Limited
27.2      Financial Data Schedule for Airplanes U.S. Trust
27.3      Financial Data Schedule for Airplanes Group
99.1      Appraisal of Aircraft Information Services, Inc. relating to
          the Aircraft
99.2      Appraisal of BK Associates, Inc. relating to the Aircraft
99.3      Appraisal of Airclaims Limited relating to the Aircraft
</TABLE>

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

  * Incorporated by reference to the Registration Statement on Form S-1 (File
    No. 33-99970), previously filed with the Securities and Exchange Commission.

 ** Incorporated by reference to the Report on Form 10-Q for the quarterly
    period ended December 31, 1995, previously filed with the Securities and
    Exchange Commission.

*** Incorporated by reference to the Registration Statement on Form S-1 (File
    No. 333-43453), previously filed with the Securities and Exchange
    Commission.