<PAGE>   1

                                 UNITED STATES
                       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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                TO

                        COMMISSION FILE NUMBER 001-13973

                             UNICAPITAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                          <C>
                         DELAWARE                                65-0788314
              (State or Other Jurisdiction of                 (I.R.S. Employer
              Incorporation or Organization)                 Identification No.)

    10800 BISCAYNE BOULEVARD, SUITE 800, MIAMI, FLORIDA             33161
         (Address of Principal Executive Offices)                (Zip Code)
</TABLE>

      Registrant's telephone number, including area code:  (305) 899-5000

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

<TABLE>
<CAPTION>
Title of Each Class   Name of Each Exchange on Which Registered
--------------------  ------------------------------------------
<S>                   <C>
        NONE                        NOT APPLICABLE
</TABLE>

          Securities registered pursuant to Section 12(g) of the Act:

                    COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (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 of 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. [  ]

     As of March 24, 2000, the aggregate market value of voting common stock
held by non-affiliates of the registrant, based upon the last reported sale
price for the registrant's Common Stock on the New York Stock Exchange on such
date, as reported in The Wall Street Journal, was $138,717,861 (calculated by
excluding shares owned beneficially by directors and executive officers as a
group from total outstanding shares solely for the purpose of this response).

     The number of shares of the registrant's Common Stock outstanding as of the
close of business on March 24, 2000 was 56,371,045.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Certain portions of the definitive Proxy Statement of UniCapital
Corporation to be used in connection with the 2000 Annual Meeting of
Stockholders (the "Proxy Statement") are incorporated by reference into Part III
of this Annual Report on Form 10-K to the extent provided herein. Except as
specifically incorporated by reference herein, the Proxy Statement is not to be
deemed filed as part of this Annual Report on Form 10-K.
<PAGE>   2

                                     PART I

ITEM 1.  BUSINESS

     Certain statements contained in this Annual Report on Form 10-K ("Form
10-K") constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements generally can be
identified by the use of forward-looking terminology such as "may," "will,"
"intend," "estimate," "anticipate," "expect," "believe," or "continue" or the
negative thereof or variations thereon or similar terminology. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from possible
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions; changes in interest rates; changes in
asset values; inflation or deflation; changes in markets for financial products,
including securitized assets; changes in political, social and economic
conditions and local regulations; changes in, or failure to comply with,
government regulations; demographic changes; changes in the mix of sources of
revenues; competition; changes in business strategy or development plans;
availability of capital sufficient to meet the Company's need for capital or on
terms or at times acceptable to the Company; availability of qualified
personnel; and various other factors referenced in this Form 10-K. The Company
assumes no obligation to update any forward-looking statements contained in this
Form 10-K to reflect actual results or changes in the factors affecting such
forward-looking statements.

     Forward-looking statements contained in this Form 10-K address, among other
things: (a) expectations regarding the availability and cost of capital; (b) the
ability of the Company to effect securitizations at any time or from time to
time; (c) the availability of trained management personnel at the operating
subsidiary level; (d) expectations regarding the Company's integration of
acquired businesses; (e) the availability of resources to carry out the
Company's business strategy; (f) expectations regarding the market for aircraft
engines; (g) expectations regarding the Company's intention to retain a greater
portion of the leases that it originates or acquires for its own portfolio; (h)
expectations regarding the Company's ability to turn over aircraft and aircraft
engine assets and thereby improve its liquidity and long-term profitability; (i)
expectations regarding the implementation of the Company's expense reduction
program and the realization of savings therefrom in 2000 and thereafter; and (j)
expectations regarding the Company's acquisition strategy. See "Factors that May
Affect Future Operating Results" beginning on page 9 for a more detailed
discussion of these and other factors which could cause actual results to differ
materially from those expressed or implied by any forward-looking statements.

OVERVIEW

     UniCapital was founded in October 1997 as a Delaware corporation. We
commenced operations in May 1998 in conjunction with the consummation of our
initial public offering and the acquisition of twelve equipment leasing,
specialty finance and related businesses. In June, July and August 1998, we
completed the acquisition of five additional equipment leasing, specialty
finance and related businesses. We engage in asset-based financing in
strategically diverse sectors of the equipment leasing industry. We originate,
acquire, sell and service equipment leases and arrange structured financings in
the big ticket, computer and

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telecommunications equipment, middle market and small ticket areas of the
equipment leasing and specialty finance industry. We also provide lease
administration and processing services for many of the leases that we originate.
Our leases and structured financing arrangements cover a broad range of
equipment, including aircraft and aircraft engines, computer and
telecommunications equipment, construction and manufacturing equipment, office
equipment, tractor trailers, printing equipment, car washes and petroleum retail
equipment and vending machines. We generally fund the acquisition or origination
of leases through warehouse credit facilities or through recourse or
non-recourse financing, and we either retain the leases for our own account or
sell them to third parties. We use the term "leases" to refer to leases and
finance contracts.

     For the year ending December 31, 1999, we had three reportable operating
segments, which are based primarily on the nature of the products and services
provided by each segment. These operating segments are:

     - Big Ticket Division;

     - Technology and Finance Group; and

     - Business Credit Group.

     We also have a Corporate Division, which consists of our corporate
operations and our lease administration and servicing operations. For
information about each segment's revenues, expenses and income, see Note 17 to
our consolidated financial statements for the year ended December 31, 1999,
included elsewhere in this Form 10-K.

     BIG TICKET DIVISION. Big ticket leases, which are customized financing
transactions, are typically for equipment with a purchase price in excess of
$5.0 million, such as aircraft, aircraft engines and other transportation
equipment. Our Big Ticket Division includes the UniCapital Air Group and the
UniCapital Aircraft Engine Group. The UniCapital Rail Group, which made an
insignificant contribution to the Company's results of operations in 1999, was
discontinued in December of 1999.

     UniCapital Air Group provides customized lease financing for commercial
passenger and cargo jet aircraft and offers brokerage, advisory and remarketing
services to domestic and foreign commercial airlines, aircraft lessors and
institutional investors. As a fully integrated commercial jet aircraft operating
lessor, UAG is an active participant in the global market for commercial
aircraft trading -- purchasing and trading commercial aircraft as a principal or
broker for aircraft that are on-lease or off-lease. Specializing in 6- to
12-year-old commercial jet aircraft, UniCapital Air Group's financing
professionals have more than 50 years of combined experience and have completed
nearly $5.0 billion in financing transactions.

     UniCapital Aircraft Engine Group purchases, sells and leases commercial
aircraft engines, manages the engine refurbishment process and provides a broad
range of other engine management services to airlines, financial institutions
and other lessors. Engine sales and leasing represent the largest part of the
business activity and have historically accounted for the majority of the Engine
Group's revenues. Engine sales are typically made to those aircraft operators
and lessors with engines in need of repair when those aircraft operators and
lessors do not have the necessary technical expertise to manage the repair
process properly, cannot make such repairs economically, or cannot afford to
wait until the repairs are made. UniCapital

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Aircraft Engine Group's management team has more than 45 years of combined
experience in the aircraft engine business.

     TECHNOLOGY AND FINANCE GROUP. Our Technology and Finance Group includes
middle market leasing and computer and telecommunications equipment leasing.
Middle market leases generally include those leases for equipment with a
purchase price ranging from $250,000 to $5.0 million. We provide lease and
secured financing for a variety of equipment, including computer, communication
and electronic equipment, printing presses and other manufacturing equipment, to
businesses throughout the United States and Canada. Our computer and
telecommunications leasing operations provide lease financing, and other value-
added services, such as installation and configuration, for computer and
telecommunications equipment, including leasing for mainframe, mid-range and
personal computers, workstations, servers, telephone systems, switches,
networks, peripherals and related high-technology equipment to Fortune 1000
companies and other large and middle market companies, throughout the United
States and Canada.

     Our Technology and Finance Group also arranges structured financing
primarily for community-based mental health/mental retardation facilities and
correctional facilities. Our subsidiary, UniCapital Securities Corp., formerly
known as Municipal Capital Markets Group, Inc., is a registered broker-dealer
and places the bonds and leases that it arranges primarily with institutional
investors.

     BUSINESS CREDIT GROUP. Our Business Credit Group provides small ticket
lease financing, which generally includes those leases for equipment with a
purchase price of less than $250,000. We provide lease financing for a variety
of equipment, including heavy machinery, computer systems and related office
technology equipment, petroleum retail equipment, including car washes, fuel
dispensers and convenience store operating equipment, and vending equipment, to
lessees in a variety of businesses throughout the United States.

     Our Business Credit Group also provides online equipment financing and
financial planning services for small and mid-sized businesses through our
business-to-business Website known as LeaseAdvisor.com.

INDUSTRY OVERVIEW

     The equipment leasing and specialty finance industry in the United States
has grown consistently during the last decade and includes a wide range of
entities that provide funding for the purchase or use of equipment. The
equipment leasing industry in the United States is a significant factor in
financing capital expenditures of businesses. According to estimates of the
Equipment Leasing Association (the "ELA"), from 1998 to 1999, equipment placed
on lease grew by approximately $36 billion from $184 billion to an estimated
$220 billion. The 1999 investment in equipment placed on lease represents an
increase of approximately 20% from comparable 1998 data. The ELA estimates that
31% of all U.S. businesses currently use leasing or financing to acquire capital
assets.

     We believe that the equipment leasing industry is growing in part due to
(i) the consolidation of the banking industry, which has eliminated many of the
smaller community banks that traditionally provided equipment financing for
small to mid-size businesses, (ii) stricter lending requirements imposed by
commercial banks, (iii) a trend toward rapid credit approvals at the point of
sale made possible by improved technology, and (iv) the adoption of

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accounting pronouncements concerning the accounting treatment of transactions
with captive finance company subsidiaries, which has caused a number of
manufacturers to eliminate their finance companies, resulting in an increased
demand for independent financing. According to the ELA, two primary factors
contributing to the favorable funding environment experienced by the commercial
leasing industry are a better understanding of the leasing business by bank
regulators and a growing understanding of the leasing industry by the investment
community and the rating agencies.

1999 ACQUISITIONS

     In 1999, we acquired the following significant lease portfolios:

     On May 5, 1999, the Company acquired, through its wholly-owned subsidiary
UniCapital Air Group, Inc., the equity interest in a portfolio of 36 commercial
aircraft, with an appraised fair value of approximately $1.32 billion, from GE
Capital Aviation Services, Inc., a division of General Electric Capital
Corporation. The acquisition closed simultaneously with a securitization,
entitled Aircraft Finance Trust, which provided non-recourse financing at a
weighted average interest rate of 6.69%. On September 30, 1999, the Company sold
30% of its equity interest in Aircraft Finance Trust. As of September 30, 1999,
we entered into an agreement to sell up to an additional 21% of our equity
interest in Aircraft Finance Trust. On October 29, 1999, December 14, 1999,
December 15, 1999 and December 30, 1999, the Company sold 5%, 2.5%, 2.5% and
9.9% respectively, of its interest in Aircraft Finance Trust pursuant to this
agreement.

     On December 21, 1999, the Company acquired, through its wholly-owned
subsidiary UniCapital Air Group, Inc., eleven Boeing 757-200ER commercial
aircraft from Lufttransport Unternehman (LTU International Airways) and leased
back eight of the aircraft to LTU for varying lease terms. UniCapital
simultaneously sold the three remaining aircraft to an unrelated commercial
aircraft lessor.

     We did not acquire any equipment leasing companies in 1999, and we do not
expect that acquisitions of equipment leasing companies will contribute to our
growth in 2000.

OTHER 1999 DEVELOPMENTS

     On April 26, 1999, the Company announced that it will generally retain
on-balance sheet leases transferred to our commercial paper credit facility, as
well as leases to be transferred in connection with possible future
securitizations. We expect to recognize income over the term of these leases as
finance income, as these transfers will not be structured to meet the criteria
to be accounted for as sales. In general, the leases transferred into our
commercial paper facility, and those expected to be transferred in connection
with future securitizations, are generated by our Technology and Finance Group
and our Business Credit Group.

     On September 9, 1999, the Company completed its first securitization
transaction involving the issuance of $365.8 million of Equipment Contract
Backed Notes originated primarily by the Business Credit Group and the
Technology and Finance Group. In connection with this transaction, four tranches
of Class A Notes were sold to accredited investors under Rule 144A. The Class
A-1 Notes had short term ratings of A-1+ by Standard & Poor's, P-1 by Moody's
Investor Services, Inc., F1+/AAA by Fitch IBCA and D-1+ by Duff & Phelps Credit
Rating Co. The Class A-2 through A-4 Notes were rated AAA by Standard & Poor's,
Aaa by

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Moody's Investor Services, Inc., AAA by Duff & Phelps Credit Rating Co. and AAA
by Fitch IBCA. The Class A Notes benefit from a surety bond issued by Ambac
Assurance Corp. The Class B Notes, rated BBB, and Class C Notes, rated BB, by
Duff & Phelps Credit Rating Co. and Fitch IBCA, were retained by the Company. We
financed the Class B Notes pursuant to short-term facilities.

     During 1999, the Company renewed its Purchase Facility, Financing Facility
and Aircraft Facility and obtained additional sources of funding. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Credit Facilities."

PRODUCTS AND SERVICES

     We provide lease financing and related services to a broad range of
commercial customers. We originate direct financing leases, sales-type leases
and operating leases. In addition to financing equipment through leases, we sell
new equipment and provide lease-and equipment-related services, such as
servicing, brokering and remarketing, which is the sale or re-lease of equipment
that has come off lease.

     DIRECT FINANCING LEASES. Direct financing leases transfer substantially all
of the benefits and risks of equipment ownership to the lessees. A lease is
classified as a direct financing lease if the collection of the minimum lease
payments is reasonably predictable, no significant uncertainties exist relating
to unreimbursable costs yet to be incurred by the lessor under the lease and the
lease meets one of the following criteria: (i) ownership of the property is
transferred to the lessee by the end of the lease term; (ii) the lease contains
a bargain purchase option; (iii) the term of the lease equals 75% or more of the
estimated economic life of the leased equipment; or (iv) the present value (at
the inception of the lease) of the minimum lease payments equals or exceeds 90%
of the fair value of the leased equipment.

     SALES-TYPE LEASES. Sales-type leases, like direct financing leases,
transfer substantially all of the benefits and risks of equipment ownership to
the lessees. However, sales-type leases include profit at lease inception to the
extent the fair value of the equipment exceeds the carrying value. A lease is
classified as a sales-type lease if it includes such a profit at lease inception
and if the collection of the minimum lease payments is reasonably predictable,
no significant uncertainties exist relating to unreimbursable costs yet to be
incurred by the lessor under the lease and the lease meets one of the following
criteria: (i) ownership of the property is transferred to the lessee by the end
of the lease term; (ii) the lease contains a bargain purchase option; (iii) the
term of the lease equals 75% or more of the estimated economic life of the
leased equipment; or (iv) the present value (at the inception of the lease) of
the minimum lease payments equals or exceeds 90% of the fair value of the leased
equipment.

     OPERATING LEASES. All lease contracts which do not meet the criteria of
direct financing leases or sales-type leases are accounted for as operating
leases.

     In general, our lease transactions are net leases with a specified
noncancelable lease term. A net lease requires the lessee to maintain the
equipment, pay all property, sales and use taxes and insure the equipment
against casualty loss. The leases generally include a "hell-or-high-water"
provision which requires the lessee to make all lease payments under all
circumstances.

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RESIDUAL INTEREST IN EQUIPMENT

     We retain a residual interest in the equipment covered by many of our
leases. We generally seek to determine the best remarketing plan for such
equipment prior to the expiration of the lease. In many cases, the remarketing
plan provides for the continuation of the lease or the negotiated sale of the
underlying equipment. In connection with our remarketing activities, we may
negotiate sales of the equipment prior to lease termination.

CREDIT POLICIES AND PROCEDURES

     We employ underwriting policies and procedures that are intended to manage
delinquency risk and credit losses. We have a chief credit policy officer and a
corporate credit committee that have established overall corporate credit
policies and individual guidelines tailored to each type of credit transaction
or financing program that we provide. These guidelines include varying credit
risk acceptance requirements based upon factors such as the type of asset, the
creditworthiness of the lessee and the anticipated return on the transaction.
The chief credit policy officer periodically conducts field credit reviews at
each field originating unit, which include reviews of samples of the credit
decisions made by credit officers in the field to ensure compliance with
corporate credit guidelines. During the field credit reviews, as well as
periodically during the year, we assess the collectibility of our lease
portfolio. The chief credit policy officer and senior credit and risk managers
at our Miami headquarters office also make credit decisions for transactions
which fall outside of the credit guidelines or are in excess of delegated field
credit approval authorities.

     The credit approval process generally includes a review of financial
statements, an assessment of the proposed transaction's compliance with general
credit risk acceptance guidelines, and a credit agency report. Depending upon
the size and nature of the proposed transaction and the lessee's business, trade
and credit references will be checked and the personal credit records of the
principals of the prospective business customer will be reviewed. We use a
credit scoring model for approving, screening or declining credits on small
ticket leases. Proposed transactions which are not within the delegated credit
authority or established credit parameters must be reviewed by the chief credit
policy officer, his delegates or the corporate credit committee. For small
ticket leases under $75,000, our goal is to make rapid credit decisions, based
upon an automated credit scoring, screening and approval system. For middle
market leases, our goal is to maintain credit policies and procedures that
enable us to make credit decisions within 48 hours from receipt of the financing
application and associated information.

     During 1999, we announced our intention to retain on balance sheet a
greater portion of the leases that we originate, rather than transfer such
leases in transactions that meet the criteria to be accounted for as a sale. As
a result of this change in our business strategy, we are also retaining the
credit risk associated with the retained leases resulting from potential lessee
defaults. We expect that the majority of the financing that we obtain to fund
these leases will be non-recourse or limited recourse. In a non-recourse
financing, our lenders assume a significant portion of the underlying credit
risk associated with lessee defaults in connection with the contractual lease
payments. However, we retain credit risk to the extent that we remain the owner
of the underlying equipment subject to the lease, and retain a residual position
in that equipment. Such equipment is generally pledged as collateral to our
lenders and in the event of a default in a non-recourse financing, our lenders
may proceed to

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foreclose upon the collateral, and if liquidation thereof is insufficient to
cover such lender's indebtedness, we would lose our residual investment.

     We rely on the credit policies and procedures discussed above to assist us
in our credit risk management activities. Our allowance for credit losses is
established and maintained at a balance that reflects our estimate of credit
losses related to specifically identified exposures as well as probable
exposures inherent in the remainder of our portfolio. We record periodic
provisions to the allowance to maintain the allowance at the level that best
reflects our estimate of such losses. We utilize historical loss trends, current
trends in lease delinquencies and charge-offs, lease administration efforts and
resolutions as well as management reports including watch lists and past due
reports to assess the overall quality of our portfolio and to determine the
periodic adequacy of our allowance for credit losses. We believe that our
policies and procedures discussed above are adequate to allow us to manage and
maintain our asset quality in accordance with our criteria and to estimate
losses inherent in our portfolio. We believe that these policies and procedures
also provide us with timely information of any changes in our actual experience
as compared to our estimates. Our actual loss experience has not differed
significantly from our estimates. Any future provisions for credit losses will
be dependent upon our estimates of losses that may arise in future periods.

SERVICING, COLLECTION AND ADMINISTRATION

     We provide servicing, collection and administration services for certain of
the leases we originate. We have the capability to provide transaction
processing and management services for each lease contract, from the time it is
originated through its termination, including set-up, billing, cash posting,
customer service, accounting, collection, tax compliance and asset management.
Our service offerings include lien searches, UCC filings, asset tracking,
insurance tracking, preparation of sales, use and property tax returns,
invoicing and collections.

SALES AND MARKETING

     We employ approximately 273 sales representatives to originate leases.
Sales and marketing efforts are primarily conducted in the field on a one-on-one
basis with established accounts, through equipment manufacturers, brokers and
vendors and also through advertising, participation in trade associations and
telesales. Most of the salespersons are compensated on a commission basis or
through other incentive-based compensation programs.

PORTFOLIO ACQUISITIONS

     From time to time, we acquire portfolios of equipment leases from other
finance companies. Prior to the acquisition of a portfolio of leases, we perform
due diligence procedures, including reviewing a sample of the lease files
included in the portfolio, loss and delinquency experience and other factors.

COMPETITION

     The financing of equipment is highly competitive. We compete for customers
with a number of national, regional and local lease and finance companies. In
addition, our competitors include those equipment manufacturers that finance the
sale or lease of their products themselves and other traditional types of
financial services companies, such as

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commercial banks and savings and loan associations, all of which provide
financing for the purchase of equipment. Many of our existing and potential
competitors possess substantially greater financial, marketing and operational
resources and include many larger, more established companies that may have a
lower cost of funds and greater access to capital markets and other funding
sources than we have.

     Competition in the equipment lease and specialty finance market is based
primarily on lease rates, terms, reliability in meeting commitments, customer
service and market presence. We will continue to encounter significant
competition, and we may not be able to compete effectively in our chosen market
segments or any new market segments that we enter.

EMPLOYEES

     As of December 31, 1999, we had 753 full-time employees, including
approximately 273 who were engaged in sales and marketing and 58 who were
engaged in credit and collection. We believe that our relationships with all of
our employees are good.

EXECUTIVE OFFICERS

     The following table sets forth certain information regarding our executive
officers.

<TABLE>
<CAPTION>
NAME                            AGE                   POSITION WITH THE COMPANY
----                            ---    --------------------------------------------------------
<S>                             <C>    <C>
Robert J. New                   35     Chairman and Chief Executive Officer
Stuart L. Cauff                 53     President and a Director
Edward A. Jaeckel               60     Chief Operating Officer and Chief Credit Policy Officer
Bruce E. Kropschot              59     Vice Chairman -- Mergers & Acquisitions
Martin Kalb                     56     Executive Vice President and General Counsel
Steven E. Hirsch                45     Executive Vice President -- Big Ticket Division
John L. Guadagno, Jr.           52     Executive Vice President
Jonathan New                    39     Chief Financial Officer
</TABLE>

     ROBERT J. NEW co-founded UniCapital in October 1997 and has since served as
Chairman and Chief Executive Officer. From July 1996 until December 1997, Mr.
New served as an operating company president of and as acquisition consultant to
U.S. Office Products Company, a publicly-held supplier of a broad range of
office products and business services, where Mr. New participated in over 40
acquisitions. From March 1990 until August 1997, Mr. New served as Chief
Executive Officer of Prudential of Florida Leasing, Inc., a small ticket leasing
company. From December 1989 through July 1996, Mr. New served as President and
Chief Executive Officer of Prudential of Florida, Inc., an office services
company. Robert J. New is the brother of Jonathan New.

     STUART L. CAUFF has served as President of the Company since March 1999, as
Chairman of UniCapital Air Group since December 1998, as Chief Executive Officer
of the Big Ticket Division since May 1998 and as a Director of the Company since
July 1998. Mr. Cauff served as President of Cauff Lippman Aviation, Inc. from
1981 until May 1998.

     EDWARD A. JAECKEL has served as Chief Operating Officer since March 2000
and as Chief Credit Policy Officer since May 1998. Mr. Jaeckel served as Interim
Chief Operating Officer from July 1999 to March 2000 and as Executive Vice
President from February 1999 until

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March 2000. From March 1998 to May 1998, Mr. Jaeckel served as a consultant to
UniCapital providing services consistent with the duties and responsibilities of
Chief Credit Policy Officer of UniCapital. From 1991 until March 1998, Mr.
Jaeckel served as Vice President and Chief Credit Officer for Bank of New York
Leasing Corporation, the fourth largest bank-owned leasing company in the United
States, where he was responsible for developing, implementing and supervising
credit policies and procedures.

     BRUCE E. KROPSCHOT has served as Vice Chairman -- Mergers & Acquisitions
since May 1998 and as President of the Business Credit Group since May 1999.
From November 1997 to May 1998, Mr. Kropschot served as a consultant to
UniCapital providing services consistent with the duties and responsibilities of
Vice Chairman -- Mergers & Acquisitions. From 1987 through December 1997, he was
founder and President of Kropschot Financial Services, a merger and acquisition
advisor to equipment leasing companies, which has arranged for the sale of over
100 equipment leasing and specialty finance businesses. From 1980 to 1986, Mr.
Kropschot served as President and Vice Chairman of Master Lease Corporation,
which is now known as DeLage Landen Finance, Inc.

     MARTIN KALB has served as Executive Vice President and General Counsel
since May 1998. From October 1997 to May 1998, Mr. Kalb served as a consultant
to UniCapital providing services consistent with the duties and responsibilities
of Executive Vice President and General Counsel of UniCapital. From 1987 until
November 1997, he was a senior partner in the Miami, Florida office of Greenberg
Traurig Hoffman Lipoff Rosen & Quentel, P.A., where his practice focused upon
mergers and acquisitions, income taxation and estate planning.

     STEVEN E. HIRSCH served as Executive Vice President -- Structured Finance
from May 1998 to December 1999. Mr. Hirsch currently serves as Executive Vice
President of the Big Ticket Division. From January 1998 to May 1998, Mr. Hirsch
served as a consultant to UniCapital providing services consistent with the
duties and responsibilities of Executive Vice President -- Structured Finance of
UniCapital. From 1987 until January 1998, Mr. Hirsch was associated with Morgan
Stanley & Co. Incorporated, most recently as the Head of the Leasing Products
Group. From 1984 until 1987 Mr. Hirsch served as Senior Vice President of Matrix
Leasing International, Inc., an equipment leasing brokerage and packaging
concern and a wholly-owned subsidiary of First Bank Systems.

     JOHN L. GUADAGNO, JR. has served as Executive Vice President since August
1999. From January 1995 until July 1999, he served as President and Chief
Executive Officer of Phoenixcor, Inc., a subsidiary of Sumitomo Corporation of
America. From January 1992 to October 1994, he served as Executive Vice
President and Chief Operating Officer of MetLife Investment Management
Corporation. Mr. Guadagno is a certified public accountant.

     JONATHAN NEW has served as the Chief Financial Officer of UniCapital since
October 1997. Mr. New served as Vice President and Controller of Delta Financial
Corporation, a securitizing mortgage bank, from August 1995 until December 1997.
From March 1993 until August 1995, Mr. New was the Controller of RAI Credit
Corporation, a securitizing private label credit card and data processing
business. Jonathan New is the brother of Robert J. New.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     Our future operating results may be affected by a number of factors,
including the matters discussed below.

                                        9
<PAGE>   11

     ABSENCE OF COMBINED OPERATING HISTORY. UniCapital was founded in October
1997. We have conducted operations since the consummation of our initial public
offering and the acquisition of twelve equipment leasing, specialty finance and
related businesses in May 1998. Prior to our acquisition of these businesses and
the other businesses we have acquired, each of the businesses had been operating
independently. We may not be able to integrate these businesses successfully on
an economic basis. Until we finalize the establishment of centralized
accounting, finance and other administrative systems, we will rely upon the
separate systems of these businesses. Our success will depend, in part, upon our
ability to centralize these functions effectively and to integrate all of the
businesses that we acquire.

     THERE ARE RISKS TO OUR INTERNAL GROWTH AND OPERATING STRATEGIES. A key
element of our business strategy is to improve the profitability of our
operating subsidiaries and any other businesses that we acquire. Our ability to
improve profitability depends upon various factors, including:

     - our cost of and ability to obtain capital;

     - our ability to achieve operating efficiencies;

     - the level of continued demand by businesses for lease financing;

     - our ability to expand the range of products and services that we offer;
       and

     - our ability to enter new markets successfully.

     Many of these factors are beyond our control, and our operating strategies
may not be successful. Moreover, we may be unable to, in whole or in part,
generate adequate cash flow or obtain sufficient financing or capital to fund
our operations and to support our internal growth.

     In addition, our operating strategy permits much of the decision making for
each operating subsidiary to be made by management at the operating subsidiary.
If we do not implement proper overall business controls, this decentralized
operating strategy could result in inconsistent operating and financial
practices at the operating subsidiaries, which could materially and adversely
affect our overall profitability, and ultimately our business, financial
condition and results of operations.

     WE MIGHT NOT COMPLETE ADDITIONAL SECURITIZATION TRANSACTIONS. We intend to
finance a significant portion of the equipment leases that we acquire and
originate through the issuance of securities backed by such leases in
securitization transactions or through other structured finance products. In a
securitization transaction, we would pledge a pool of leases to one or more
wholly-owned, special purpose subsidiaries. The special purpose subsidiary,
either directly or through a trust, issues beneficial interests in the leases in
the form of senior and subordinated securities and sells such securities through
public offerings and private placement transactions.

     We intend to utilize securitizations for refinancing of amounts outstanding
under our warehouse loan facilities. To date, we have completed two
securitization transactions. To the extent that any future securitization
transaction in which we engage is treated as a financing transaction for
accounting purposes, the consummation of the securitization would not

                                       10
<PAGE>   12

generate revenues. Factors that will affect our ability to complete
securitization transactions include:

     - conditions in the securities markets generally;

     - conditions in the asset-backed securities markets;

     - the credit quality and performance of our lease portfolio;

     - whether our leases comply with the eligibility requirements established
       in connection with the securitization transaction;

     - whether we can obtain third-party credit enhancement; and

     - the absence of any material downgrading or withdrawal of ratings given to
       securities previously issued in the Company's securitization
       transactions.

     Any substantial reduction in the availability of the securitization market
for our leases or any adverse change in the terms of such securitizations could
have a material adverse effect on our business, financial condition and results
of operations.

     WE MIGHT NOT BE ABLE TO CONTINUE TO INCREASE OUR VOLUME OF RECEIVABLES. A
component of our internal growth strategy is to retain for our own portfolio a
greater portion of the leases that we acquire or originate. Our ability to
sustain continued growth is dependent upon our capacity to attract, evaluate,
finance and service increasing volumes of leases of suitable yield and credit
quality. If we do not market our products effectively, maintain our portfolio
quality, service our leases effectively or obtain institutional financing in
satisfactory amounts and at acceptable rates, we will not be able to increase
our volume of leases, which would have a material adverse effect on our
business, financial condition and results of operations.

     WE WILL NEED ADDITIONAL CAPITAL. We expect to fund the majority of the
leases that we originate or acquire through credit facilities. The credit
facilities that we use to finance leases and leased equipment included in our
Senior Credit Facilities, as well as certain of our other loan facilities, have
364-day to 3-year terms, some of which expire in August of 2000. We will need to
renew or replace these loan facilities. In addition, to the extent that we
retain for our own portfolio a greater portion of the leases that we acquire or
originate, we may require additional sources of financing. We may require
additional capital to fund our operations, which may not be available, or may
not be available on terms or in amounts that are acceptable to us. If we cannot
renew or replace any of our loan facilities or obtain additional capital when we
need it, our business, financial condition and results of operations will be
materially and adversely affected.

     OUR CREDIT FACILITIES LIMIT OUR ABILITY TO TAKE CERTAIN ACTIONS. Our Senior
Credit Facilities:

     - require us to pledge substantially all of our assets, including the stock
       and assets of the operating subsidiaries, as security for borrowings
       under the facilities;

     - contain restrictions upon our ability to (among other things) incur
       additional indebtedness, issue preferred stock, incur liens, pay
       dividends or make certain other restricted payments, consummate certain
       asset sales, enter into certain transactions with affiliates, merge or
       consolidate with any other person without the consent of the lenders or
       sell,

                                       11
<PAGE>   13

       assign, transfer, lease, convey or otherwise dispose of all or
       substantially all of our assets; and

     - require us to maintain specified financial ratios and to satisfy certain
       financial condition tests. Our ability to meet those financial ratios and
       financial condition tests can be affected by events beyond our control,
       and we may not be able to meet those tests.

     If an event of default occurs under any of the Senior Credit Facilities,
our lenders could declare all amounts outstanding, together with accrued
interest, to be immediately due and payable. If we could not repay these
amounts, our lenders could proceed against the collateral.

     WE ARE SUBJECT TO INTEREST RATE RISKS. Our profitability is determined in
part by the difference between our cost of funds and the yield we obtain on the
leases that we originate or acquire. These leases generally are non-cancelable
and require payments to be made by the lessee for specified terms at fixed rates
based on interest rates prevailing in the market at the time the lease is
approved. Until we either sell or securitize the leases, we fund these leases
under warehouse or other loan facilities or from working capital. If interest
rates increase on our variable rate debt, and we cannot sell or securitize the
leases that we are holding, our operating margins could be adversely affected.
In addition, if interest rates increase and we increase the interest rate we
charge to our customers, demand for our leases could decline. To mitigate these
risks, we hedge certain risks of interest rate increases. We do not hedge all
interest rate risks. Hedging activities limit our ability to participate in the
benefits of lower interest rates with respect to the hedged portion of the debt.
In addition, hedging does not protect us from all interest rate-related risks.

     WE ARE DEPENDENT ON THE CREDITWORTHINESS OF LESSEES. We acquire and
originate equipment leases with a wide range of purchase prices, many of which
involve small and mid-size commercial businesses located throughout the United
States and Canada, or large cyclical businesses such as airlines with operations
in different regions around the world. Small business leases and leases with
highly cyclical businesses generally entail a greater risk of non-performance
and higher delinquencies and losses than leases entered into with larger, more
creditworthy lessees or lessees in less cyclical businesses. If our lessees do
not comply with the terms of the leases, those leases cannot serve as collateral
under our warehouse facilities and in any securitizations that we undertake,
which may have a material adverse effect on our liquidity. Additionally, if we
experience delinquencies and defaults in excess of the levels we estimate when
determining allowances for credit losses, in addition to the adverse effects on
our profitability, we might not be able to obtain financing or complete any
additional securitization transactions, which could have a material adverse
effect on our business, financial condition and results of operations.

     RISKS ASSOCIATED WITH ACQUISITION STRATEGY. We intend to continue to make
selective acquisitions of possibly lease portfolios, equipment leasing,
specialty finance and related businesses. This strategy requires that we review
and potentially reorganize acquired business operations, corporate
infrastructure and systems and financial controls. This strategy may not be
successful because, among other things:

     - unforeseen expenses, difficulties, complications and delays frequently
       encountered in connection with the rapid expansion of operations could
       inhibit our growth;

                                       12
<PAGE>   14

     - we may be unable to maintain or accelerate our growth or to anticipate
       all of the changing demands that expanding operations will impose on
       management personnel, operational and management information systems, and
       financial systems;

     - we may not be able to identify, acquire or manage profitably additional
       businesses or integrate them without substantial costs, delays or other
       operational or financial difficulties; or

     - although we intend to finance future acquisitions by using shares of our
       common stock and cash, if we decide not to use our common stock because
       we believe its market price to be too low, or if potential acquisition
       candidates are unwilling to accept our common stock, we may not have, or
       be able to obtain, sufficient cash resources to complete any
       acquisitions.

     If our acquisition strategy is not successful, our business, financial
condition and results of operations could be materially and adversely affected.

     RISK OF ECONOMIC DOWNTURN. An economic downturn could result in a decline
in the demand for some of the types of equipment which we finance, which could
lead to a decline in originations of leases. Such a downturn could also
adversely affect the Company's ability to obtain capital to fund lease
originations or to complete any additional securitizations. In addition, such a
downturn could result in an increase in delinquencies and defaults by lessees,
which could have an adverse effect on our profitability and our ability to sell
or securitize leases. Moreover, an economic downturn, either generally or within
a specific industry, could have a material adverse effect on the value of the
equipment underlying the leases, which could in turn affect our ability to
realize our residual interest in such equipment. These results could have a
material adverse effect on our business, financial condition and results of
operations.

     FLUCTUATIONS IN QUARTERLY RESULTS. We could experience fluctuations in
quarterly operating results due to a number of factors including, among others,
the consummation of a transaction in a particular calendar quarter (or the
failure to complete such a transaction), variations in the volume of leases
originated and variations in interest rates. In addition, certain of our
operating subsidiaries may from time to time experience relatively large
transactions for one or a few customers or relatively large sales of equipment,
which may not recur or may not be followed by correspondingly large transactions
in subsequent periods. Moreover, to the extent that we retain for our own
portfolio a greater portion of the leases that we acquire or originate and the
equipment that we acquire, we will not generate revenue from gain on sale for
the retained leases or revenue from sales of the retained equipment. As a result
of these fluctuations, results for any one quarter, including historical
results, should not be relied upon as being indicative of performance in future
quarters.

     COMPETITION. The financing of equipment is highly competitive. We compete
for customers with:

     - national, regional and local finance companies;

     - equipment manufacturers that finance the sale or lease of their products
       themselves; and

                                       13
<PAGE>   15

     - other traditional types of financial services companies, such as
       commercial banks and savings and loan associations, all of which provide
       financing for the purchase of equipment.

     Many of our existing and potential competitors possess substantially
greater financial, marketing and operational resources and include many larger,
more established companies that may have a lower cost of funds and greater
access to capital markets and other funding sources than we have.

     RESIDUAL VALUE RISK. We retain a residual interest in the equipment covered
by certain leases. We estimate what the fair value of the equipment will be at
the end of the contract term of the lease and reflect that residual value, if
any, as an asset on our balance sheet. Our results of operations depend, to some
degree, upon our ability to realize the residual value of the equipment. Our
ability to realize the residual values depends upon many factors, several of
which are not within our control, including:

     - general market conditions at the time of expiration of the lease;

     - specific market conditions for that type of equipment at the time of
       expiration of the lease;

     - the condition of the equipment;

     - whether the equipment is obsolete;

     - the cost of comparable new equipment; and

     - the effects of any additional or amended government regulations.

If, upon the expiration of a lease, we sell the underlying equipment and the
amount realized is less than the recorded value of our residual interest in that
equipment, we will recognize a loss.

     OUR BUSINESS-TO-BUSINESS E-COMMERCE INITIATIVES MAY NOT BE SUCCESSFUL. We
intend to expand our lease origination capabilities by providing equipment
financing and financial planning services online as part of our
business-to-business e-commerce initiatives. These initiatives, as well as the
equipment financing and financial planning services we offer online, are still
in their formative stages. We may be unable to increase our lease originations
through our business-to-business e-commerce initiatives or to anticipate all of
the changing demands that these initiatives may impose on our management
personnel, operational and management information systems, financial systems,
credit facilities and working capital. In addition, we may not be able to
implement our business-to-business e-commerce initiatives without substantial
costs, delays or other operational or financial difficulties. If we are unable
to implement these initiatives as planned and without encountering unforeseen
expenses, difficulties, complications and delays, our business-to-business
e-commerce initiatives may not be successful and our business, financial
condition and results of operations may be materially and adversely affected.

     FAILURES OF HARDWARE SYSTEMS OR SOFTWARE COULD UNDERMINE OUR CUSTOMERS'
CONFIDENCE IN OUR RELIABILITY. Any interruptions in our online equipment
financing and financial planning services may undermine existing and potential
customers' confidence in the reliability of our business. Providing online
equipment financing services and financial planning models requires the
successful technical operation of an entire chain of software, hardware and
telecommuni-
                                       14
<PAGE>   16

cations equipment. This chain includes the LeasePak, System One and Oracle
software which we license from third parties, our network servers, operating
systems, databases and networking equipment and the personal computers and
network connections of existing and potential customers. A failure of any
element in this chain can partially or completely disrupt an online application
for equipment financing. Some of the elements set forth above are not within our
control, such as Internet connectivity and software, hardware and
telecommunications equipment we purchase or license from others. In addition,
hardware and software are potentially vulnerable to interruption from power
failures, telecommunications outages, network service outages and disruptions,
natural disasters, and vandalism and other misconduct.

     IF WE DO NOT ADEQUATELY MAINTAIN OUR CUSTOMERS' CONFIDENTIAL INFORMATION,
OUR REPUTATION COULD BE HARMED AND WE COULD INCUR LEGAL LIABILITY. Any breach of
security relating to our customers' confidential information could result in
legal liability for us and a reduction in use of our online equipment financing
and financial planning services, which could harm our business. We currently
have practices and procedures in place to ensure the confidentiality of our
customers' information. However, our security procedures to protect against the
risk of inadvertent disclosure or intentional breaches of security might fail to
protect information that we are obligated to keep confidential. We may not be
successful in adopting more effective systems for maintaining confidential
information, so our exposure to the risk of disclosure of the confidential
information of others may grow with any increase in the number of visitors to
our Web sites. If we fail to maintain our customers' confidential information
adequately, some of our customers could end their business relationships with us
and we could be subject to legal liability.

     OUR BUSINESS-TO-BUSINESS E-COMMERCE INITIATIVES WILL SUFFER IF OUR EXISTING
AND POTENTIAL CUSTOMERS DO NOT ACCEPT THE INTERNET AS A MEANS OF APPLYING FOR
AND SECURING EQUIPMENT FINANCING. Our online equipment financing and financial
planning services depend on the increased acceptance and use of the Internet as
a medium of commerce. Our business-to-business e-commerce initiatives will
suffer if potential clients do not accept the Internet as a means of applying
for and securing equipment financing. Business-to-business e-commerce is a new
and emerging business practice that remains largely untested in the marketplace.
Rapid growth in the use of the Internet and e-commerce is a recent phenomenon.
As a result, acceptance and use may not continue to develop at recent rates and
a sufficiently broad base of business customers may not adopt or continue to use
the Internet as a medium of commerce. E-commerce may not prove to be a viable
medium for applying for and securing equipment financing for the following
reasons, any of which could seriously harm our business-to-business e-commerce
initiatives: the necessary infrastructure for Internet communications may not
develop adequately; customers may have security and confidentiality concerns;
complementary products, such as high-speed modems and high-speed communication
lines, may not be developed; alternative equipment financing solutions may be
implemented; existing and potential customers may dislike a reduction in the
human contact that traditional equipment financing methods provide; use of the
Internet and other online services may not continue to increase or may increase
more slowly than expected; the development or adoption of new standards and
protocols may be delayed; and new and burdensome governmental regulations may be
imposed.

                                       15
<PAGE>   17

     SECURITY RISKS AND CONCERNS MAY DETER THE USE OF THE INTERNET FOR
CONDUCTING COMMERCE. Concern about the security of the transmission of
confidential information over public networks is a significant barrier to
e-commerce and communication. Advances in computer capabilities, new discoveries
in the field of cryptography or other events or developments could result in
compromises or breaches of Internet security systems that protect proprietary
information. If any well-publicized compromises of security were to occur, they
could substantially reduce the use of the Internet for commerce and
communications. Anyone who circumvents our security measures could
misappropriate proprietary information or cause interruptions in our services or
operations. The Internet is a public network, and data is sent over this network
from many sources. In the past, computer viruses have been distributed and have
rapidly spread over the Internet. Computer viruses could be introduced into our
systems or those of our customers, which could disrupt our online equipment
financing technology or make it inaccessible to our customers. We may be
required to expend significant capital and other resources to protect against
the threat of, or to alleviate problems caused by, security breaches and the
introduction of computer viruses. Our security measures may be inadequate to
prevent security breaches or combat the introduction of computer viruses, either
of which may result in loss of data, increased operating costs, litigation and
possible liability.

     AMORTIZATION OF INTANGIBLE ASSETS. Approximately $625.2 million, or 15.6%,
of the Company's total assets as of December 31, 1999, consists of goodwill
arising from the acquisitions of the operating subsidiaries. Goodwill is an
intangible asset that represents the difference between the aggregate purchase
price for the net assets acquired and the amount of the purchase price that is
allocated to those net assets on our balance sheet. We are required to amortize
the goodwill arising from acquisitions (including goodwill associated with the
payment of any earn-out consideration) over a period of time, with the amount
amortized in a particular period constituting an expense that reduces the
Company's net income for that period. The amount amortized, however, will not
give rise to a deduction for tax purposes. In addition, management continually
evaluates goodwill for potential impairment that may result from events or
changes in circumstances from time to time. A reduction in net income resulting
from the amortization or impairment of goodwill may have an adverse impact upon
the market price of our common stock.

     DEPENDENCE ON KEY PERSONNEL. We believe that our success will depend to a
significant extent upon the efforts and abilities of Robert J. New, our
co-founder, Chairman and Chief Executive Officer, our other executive officers
and senior management and sales personnel of our operating subsidiaries. Our
operating subsidiaries will continue to depend upon the retention of key sales
personnel to maintain certain customer relationships. In addition, we will
depend upon the senior management and sales personnel of any significant
business we acquire in the future. If we lose the services of one or more of
these key employees before we retain qualified replacement personnel, our
business could be adversely affected.

     POTENTIAL INFLUENCE OF EXECUTIVE OFFICERS AND DIRECTORS. As of March 24,
2000, the Company's executive officers and directors beneficially owned an
aggregate of approximately 12.5% of the outstanding shares of the Company's
common stock. The Company's executive officers and directors, if acting
together, may be able to influence the election of directors and matters
requiring the approval of the stockholders of the Company. This concentration of

                                       16
<PAGE>   18

ownership may also have the effect of delaying or preventing a change in control
of the Company.

     SHARES ELIGIBLE FOR FUTURE SALE. As of March 24, 2000, we had 56,371,045
shares of common stock outstanding. The 28,000,000 shares sold in our initial
public offering are freely tradeable without restriction or further registration
under the Securities Act, unless acquired by an "affiliate" of the Company, as
that term is defined in Rule 144 promulgated under the Securities Act ("Rule
144"); shares held by affiliates will be subject to the resale limitations of
Rule 144. Of the remaining outstanding shares of common stock, 22,834,204 shares
are available for resale at various dates, subject to compliance with Rule 144
as the holding provisions of Rule 144 are satisfied. In addition, 3,746,165
shares may be sold in accordance with the provisions of Rule 145 promulgated
under the Securities Act, subject to contractual lock-up periods contained in
the acquisition agreements pursuant to which such shares were issued. Further,
as of March 24, 2000, 6,651,332 shares of common stock were issuable upon the
exercise of stock options granted prior to or on such date and options to
purchase an additional 991,754 shares had been reserved for future grant under
the terms of several employment agreements and the acquisition agreements. We
filed a registration statement on Form S-8 with respect to the shares of common
stock issuable upon exercise of such options. Sales of substantial amounts of
common stock, or the perception that such sales could occur, could adversely
affect prevailing market prices of our common stock.

     CERTAIN ANTITAKEOVER PROVISIONS. Certain provisions of our Amended and
Restated Certificate of Incorporation and Bylaws may make a change in the
control of the Company more difficult to effect, even if a change in control
were in the stockholders' interest. Pursuant to our Certificate of
Incorporation, our Board of Directors is divided into three classes of directors
elected for staggered three-year terms. Pursuant to our Certificate of
Incorporation and Bylaws, our Board of Directors may issue shares of preferred
stock of the Company, without stockholder approval, on such terms as the Board
of Directors may determine. The rights of the holders of common stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. Moreover, although the ability
to issue preferred stock may provide flexibility in connection with possible
acquisitions and other corporate purposes, such issuances may make it more
difficult for a third party to acquire, or may discourage a third party from
acquiring, stock of the Company. In addition, we are subject to the antitakeover
provisions of Section 203 of the Delaware General Corporation Law, which
prohibit the Company from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an "interested stockholder," unless the
business combination is approved in a prescribed manner.

ITEM 2.  PROPERTIES

     Our corporate offices are located in leased space in Miami, Florida at
10800 Biscayne Boulevard, Suite 800, Miami, Florida 33161. Our telephone number
is (305) 899-5000.

     Our servicing and administration center is located in leased space in
Portland, Oregon. We also lease office space for sales and operations in
Arizona, California, Colorado, Connecticut, Florida, Georgia, Maryland,
Massachusetts, Michigan, Missouri, New Hampshire, New Jersey, New York, North
Carolina, Texas, Utah and Virginia, and we lease warehouse

                                       17
<PAGE>   19

space in Arizona, Connecticut, Tennessee and Utah. We believe that our
facilities are adequate for our current operations.

ITEM 3.  LEGAL PROCEEDINGS

     UniCapital and its subsidiaries are from time to time parties to lawsuits
arising out of our respective operations. We believe that any pending litigation
to which we or our subsidiaries are parties will not have a material adverse
affect upon our business or financial condition.

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

     Not applicable.

                                       18
<PAGE>   20

                                    PART II

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

MARKET FOR THE COMPANY'S COMMON STOCK

     The Company's common stock has been listed on the New York Stock Exchange
since May 15, 1998. On March 24, 2000, the last sale price for the common stock
was $2.8125 per share. As of March 24, 2000 there were approximately 302 holders
of record of the Company's common stock. The following table sets forth the
range of high and low sales prices for the common stock for the periods
indicated.

<TABLE>
<CAPTION>
1998                                                         HIGH        LOW
----                                                        -------    --------
<S>                                                         <C>        <C>
Second Quarter (May 15, 1998 to June 30, 1998)............  $19.625    $14.1875
Third Quarter.............................................  $19.375    $ 4.0625
Fourth Quarter............................................  $9.4375    $  3.875
1999
----------------------------------------------------------
First Quarter.............................................  $ 8.250    $ 5.5000
Second Quarter............................................  $ 7.000    $ 4.9375
Third Quarter.............................................  $ 6.000    $ 3.1875
Fourth Quarter............................................  $4.1875    $  1.625
2000
----------------------------------------------------------
First Quarter (January 1, 2000 to March 24, 2000).........  $5.5625    $  2.125
</TABLE>

                                       19
<PAGE>   21

RECENT SALES OF UNREGISTERED SECURITIES

     Since January 1, 1999, the Company has issued the following shares of its
Common Stock pursuant to the earnout provisions of various acquisition
agreements entered into by the Company in 1998:

<TABLE>
<CAPTION>
                                                                  NO. OF SHARES OF
PURCHASER                                            DATE           COMMON STOCK
---------                                       --------------    ----------------
<S>                                             <C>               <C>
Stuart Cauff..................................  March 1, 1999         242,319
The 1998 Cauff Family Trust...................  March 1, 1999         144,154
Wayne D. Lippman..............................  March 1, 1999         242,319
The 1998 Lippman Family Trust.................  March 1, 1999         144,155
JSE Partners Ltd..............................  April 9, 1999          13,836
LBK Limited Partnership.......................  April 9, 1999          13,836
Richard Emery.................................  April 9, 1999          13,836
J. Robert Bonnemort...........................  April 9, 1999          13,836
David A. DiCesaris............................  April 9, 1999          13,836
Craig C. Mortensen............................  April 9, 1999             609
Christian F. Emery............................  April 9, 1999             609
Shanni Staker.................................  April 9, 1999             305
Richard Giles.................................  March 5, 1999         107,482
The Giles Family Trust........................  March 5, 1999           8,506
W. Jeptha Thornton............................  March 10, 1999        107,482
The 1998 Thornton Family Trust................  March 10, 1999          8,505
Samuel J. Thornton............................  March 5, 1999          25,775
David Burmon..................................  April 22, 1999         27,073
David Burmon..................................  May 7, 1999            12,048
Robert Kopp...................................  April 22, 1999         27,073
Robert Kopp...................................  May 7, 1999            12,048
Richard Albertelli............................  April 22, 1999         27,073
Richard Albertelli............................  May 7, 1999            12,048
</TABLE>

     Each transaction was intended to be exempt from registration in reliance
upon Section 4(2) of the Securities Act.

DIVIDEND POLICY

     We have never declared or paid any cash dividends on our common stock. We
currently intend to retain earnings to finance the growth and development of our
business and we do not anticipate paying cash dividends on our common stock in
the foreseeable future. In addition, the terms of our Senior Credit Facilities
restrict the payment of dividends on our common stock. Any future change in our
dividend policy will be made at the discretion of our Board of Directors in
light of our financial condition, capital requirements, earnings prospects, any
restrictions under our credit facilities as well as other factors the Board of
Directors deem relevant.

                                       20
<PAGE>   22

ITEM 6. SELECTED FINANCIAL DATA

     The following tables set forth selected financial data of the Company as of
the dates and for the periods indicated. The selected financial data set forth
below should be read in conjunction with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and the Consolidated Financial
Statements of the Company and related notes thereto, included elsewhere herein.

<TABLE>
<CAPTION>
                                                                                    PERIOD FROM
                                                                                     INCEPTION
                                                      YEAR ENDED DECEMBER 31,    (OCTOBER 9, 1997)
                                                      ------------------------          TO
                                                         1999          1998      DECEMBER 31, 1997
                                                      ----------    ----------   -----------------
                                                            (IN THOUSANDS, EXCEPT SHARE AND
                                                                    PER SHARE DATA)
<S>                                                   <C>           <C>          <C>
STATEMENT OF OPERATIONS DATA:
Income from finance contracts.....................    $   70,133    $   30,027       $      --
Rental income from operating leases...............       244,868        68,003              --
Sales of equipment................................       478,381       360,256              --
Gain on sale of finance contracts.................        11,537        23,862              --
Fees, commissions and remarketing income..........        30,820        17,300              --
Interest and other income.........................        27,015         8,093              --
                                                      ----------    ----------       ---------
    Total revenues................................       862,754       507,541              --
                                                      ----------    ----------       ---------
Cost of operating leases..........................       112,928        27,841              --
Cost of equipment sold............................       428,094       314,994              --
Interest expense..................................       162,921        35,453              --
Selling, general and administrative expenses......       112,128        63,347           2,137
Goodwill amortization.............................        18,633        10,119              --
                                                      ----------    ----------       ---------
    Total expenses................................       834,704       451,754           2,137
                                                      ----------    ----------       ---------
Income (loss) from operations.....................        28,050        55,787          (2,137)
Equity in income from minority-owned affiliates...            --         1,013              --
Minority Interest.................................           529            --              --
                                                      ----------    ----------       ---------
Income (loss) before taxes........................        27,521        56,800          (2,137)
Provision for income taxes........................        17,539        32,007              --
                                                      ----------    ----------       ---------
Net income (loss).................................    $    9,982    $   24,793       $  (2,137)
                                                      ==========    ==========       =========
Earnings (loss) per common share, basic...........    $      .19    $      .73       $   (1.62)
Earnings (loss) per common share, diluted.........    $      .19    $      .72       $   (1.62)
Shares used in computing net income (loss) per
  share--
    Weighted average shares outstanding, basic....    52,664,830    33,841,448       1,319,063
    Weighted average shares outstanding,
       diluted....................................    53,817,103    34,353,714       1,319,063
</TABLE>

<TABLE>
<CAPTION>
                                                                     AS OF DECEMBER 31,
                                                              --------------------------------
                                                                 1999          1998       1997
                                                              ----------    ----------    ----
                                                                       (IN THOUSANDS)
<S>                                                           <C>           <C>           <C>
BALANCE SHEET DATA:
Cash and cash equivalents...................................  $   25,849    $    9,772    $ 30
Net investment in finance contracts.........................     856,527       373,383      --
Equipment under operating leases, net.......................   1,908,686       430,229      --
Total assets................................................   4,004,581     1,669,523     631
Debt........................................................   2,868,133       667,322      --
Stockholders' equity........................................     838,568       817,288     276
</TABLE>

                                       21
<PAGE>   23

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

GENERAL

     UniCapital was founded in October 1997 as a Delaware corporation. We
commenced operations in May 1998 in conjunction with the consummation of our
initial public offering and the acquisition of twelve equipment leasing,
specialty finance and related businesses. In June, July and August 1998, we
completed the acquisition of five additional equipment leasing, specialty
finance and related businesses. We intend to integrate the businesses,
operations and administrative functions of the businesses that we acquired over
a period of time. Integration may present opportunities to reduce costs through
the elimination of duplicate functions and through economies of scale, and may
necessitate additional costs and expenditures for corporate management and
administration, corporate expenses related to being a public company, systems
integration, employee relocation and severance and facilities expansion. These
various costs and possible cost-savings make comparison of future operating
results with historical operating results difficult.

     We use the term "leases" to refer to both leases and finance contracts. We
derive the majority of our revenue from lease payments on leases originated and
held by the Company and sales of equipment, including sales of equipment
off-lease and the sale of new and used equipment. In addition, we derive revenue
from servicing fees, late charges and administrative fees. We also receive
remarketing fees for the sale of off-lease equipment on behalf of equity
investors in leases and we may obtain a premium for sales prices in excess of an
agreed-upon amount.

     We intend to retain on-balance-sheet leases that we transfer to our
commercial paper credit facility, as well as leases to be transferred in
connection with future securitizations, as those transfers will no longer be
structured to meet the criteria to be accounted for as sales. We intend to
continue our core business practice of selling certain leases to third parties
on a whole-loan basis. These sales are typically non-recourse, and we generally
maintain no retained interest in those leases. In addition, to the extent we
repurchase or otherwise transfer out of our commercial paper facility leases
that we originally accounted for under gain on sale accounting, we intend to
account for any leases substituted therefor on a gain on sale basis.

     We expect to fund the majority of the leases that we originate through
credit facilities. We may sell leases to third parties or refinance them through
a securitization program or other structured finance products. On September 9,
1999, we completed a $365.8 million term securitization transaction, and on
March 28, 2000 we completed a $301.5 million term securitization transaction.
Should we be unable to sell or securitize leases going forward with satisfactory
fixed rates within a reasonable period of time after funding, our operating
margins could be adversely affected by any increase in interest rates to the
extent that we have not effectively hedged our interest rate exposure on
variable rate debt. Moreover, increases in interest rates, which cause us to
raise the implicit interest rate charged to our customers, could decrease demand
for our lease and other financial products.

     The leases we acquire or originate generally are noncancelable for a
specified term during which we generally receive scheduled payments sufficient,
in the aggregate, to cover our borrowing costs and, when aggregated with the
residual, the costs of the underlying equipment. The noncancelable term of each
lease is generally equal to or less than the

                                       22
<PAGE>   24

equipment's estimated economic life. Initial terms of the leases in our
portfolio generally range from 12 to 84 months. Certain of the leases we acquire
or originate carry a $1.00 buy-out provision upon maturity of the lease.

     Our leases are collateralized by the equipment leased as well as, in some
cases, a personal guarantee provided by a principal of the lessee. We manage
credit risk through diversifying our business customer base, geographic location
of lessees and the type of business equipment leased. We believe that prepayment
risks are mitigated by the noncancelable nature of the majority of our leases.

     On October 29, 1999, we announced our intention to develop a program that
would expedite our ability to turn over aircraft and aircraft engine assets and
thereby seek to improve our liquidity and long-term profitability. Unforeseen
delays and expenses and possible unfavorable market conditions for aircraft and
aircraft engine assets, may affect our ability to develop or implement such a
program or to improve our liquidity and long-term profitability therefrom.

     On September 30, 1999, we sold 30% of our equity interest in Aircraft
Finance Trust. As of September 30, 1999, we also entered into an agreement to
sell up to an additional 21% of our equity interest. On October 29, 1999,
December 14, 1999, December 15, 1999 and December 30, 1999, we sold 5%, 2.5%,
2.5% and 9.9%, respectively, of our equity interest in Aircraft Finance Trust
pursuant to this agreement. As a result of these sales, our consolidated results
of operations reflect a reduction in Aircraft Finance Trust's net income
represented by the outside minority interests. As of December 31, 1999 we held a
50.1% equity interest in Aircraft Finance Trust. On March 28, 2000, we sold 1.1%
of the beneficial interest in Aircraft Finance Trust. As a result of this sale,
the Company owns 49% of the beneficial interest in Aircraft Finance Trust.
Beginning with the first quarter of 2000, equipment under operating leases and
other assets totaling $1,267.0 million, and non-recourse debt and other
liabilities totaling $1,243.2 million will be eliminated from the Company's
Consolidated Balance Sheet and the Company's results of operations will reflect
only its proportionate share of the net results from Aircraft Finance Trust as
equity in income from minority-owned affiliates.

     During the quarters ended September 30, 1999 and December 31, 1999, we
experienced a decline in our aircraft engine sales. The economic conditions in
Asia and South America contribute significantly to current unfavorable market
conditions for the sale of certain engine types. The unfavorable conditions for
aircraft engines in the Asian markets are likely to persist, or worsen, due to
the large number of aircraft currently on order by Asian airlines. The poor
economic conditions are expected to continue for a significant period of time,
and could have a negative impact on worldwide aircraft engine demand, as well as
upon our business, results of operations and financial condition.

     On December 21, 1999, we announced the acquisition of eleven Boeing
757-200ER aircraft from Lufttransport Unternehman (LTU International Airways).
Upon acquisition, the aircraft were leased back to LTU for varying lease terms.
We simultaneously sold three of the eleven aircraft to an unrelated commercial
aircraft lessor.

     On October 25, 1999, we announced our intention to implement an expense
reduction program. This program was initiated in an effort to eliminate non-core
businesses and improve operational efficiencies. We have implemented Phase I of
the expense reduction program. We are currently planning Phase II of our
expense-reduction program, which we expect to

                                       23
<PAGE>   25

implement during 2000. Our expense reduction program involves the elimination of
duplicative expenses and non-core activities as well as other possible expense
reductions. There can be no assurance that these expense reductions will result
in a reduction in the Company's selling, general and administrative expenses in
2000, or an increase in the Company's pre-tax income in 2000 or any subsequent
year. In addition, unforeseen delays and expenses may affect our ability to
implement our expense reduction program in a timely manner or to realize savings
therefrom in 2000 and thereafter. We anticipate that we will record a
restructuring charge in 2000 related to the implementation of Phase I and Phase
II of our expense reduction program. During 1999, the Company entered into new
employment agreements with certain of its officers and subsidiary executives
which provided for increases in base salary, and in certain instances,
performance based-compensation. We expect that Phase I of the expense reduction
program will generate more than $5.0 million in annualized expense savings, net
of increases in compensation pursuant to those new employment agreements and
before any one-time charges associated with Phase I of the expense reduction
program, before the end of 2000.

     On January 19, 2000, we unveiled our Internet e-commerce initiatives and
launched two business to business Web sites -- UniCapitalCorp.com and
LeaseAdvisor.com. The sites are expected to provide the Company's Business
Credit Group with a new channel for lease originations and to establish the
Company as a leader in online equipment financing and financial planning
services.

     On February 29, 2000 Tower Air filed a petition in bankruptcy under the
United States Bankruptcy Code. UniCapital Aircraft Engine Group had 16 engines
subject to sale and lease transactions with Tower Air. Of the 16 engines,
UniCapital Aircraft Engine Group has subsequently recovered six. The aggregate
value of the transactions between Tower Air and UniCapital Aircraft Engine Group
was approximately $22 million. If the value of the collateral which UniCapital
is able to recoup, together with any other amounts received by UniCapital in the
bankruptcy proceeding is less than $22 million, then UniCapital will have a loss
to the extent of the deficiency.

CERTAIN ACCOUNTING CONSIDERATIONS

     DIRECT FINANCING LEASES. Direct financing leases transfer substantially all
of the benefits and risks of equipment ownership to the lessees. A lease is
classified as a direct financing lease if the collection of the minimum lease
payments is reasonably predictable, no significant uncertainties exist relating
to unreimbursable costs yet to be incurred by the lessor under the lease and the
lease meets one of the following criteria: (i) ownership of the property is
transferred to the lessee by the end of the lease term; (ii) the lease contains
a bargain purchase option; (iii) the term of the lease equals 75% or more of the
estimated economic life of the leased equipment; or (iv) the present value (at
the inception of the lease) of the minimum lease payments equals or exceeds 90%
of the fair value of the leased equipment. With respect to our direct financing
leases, we record total lease rentals receivable, estimated unguaranteed
residual value and initial direct costs (which are those costs, including sales
commissions, incurred in connection with consummating the lease) as the gross
investment in the lease. The difference between the gross investment in the
lease and the cost of the leased equipment is defined as "unearned income."
Finance income is recognized over the term of the lease by amortizing the
unearned income using the interest method.

                                       24
<PAGE>   26

     SALES-TYPE LEASES. Sales-type leases, like direct financing leases,
transfer substantially all of the benefits and risks of equipment ownership to
the lessee. However, sales-type leases include profit at lease inception to the
extent the fair value of the equipment exceeds the Company's carrying value.
Sales-type leases can arise in connection with new leases, or upon
classification of lease renewals at or near the end of the initial lease term. A
lease is classified as a sales-type lease if it includes such a profit at lease
inception and if the collection of the minimum lease payments is reasonably
predictable, no significant uncertainties exist relating to unreimbursable costs
yet to be incurred by the lessor under the lease and the lease meets one of the
following criteria: (i) ownership of the property is transferred to the lessee
by the end of the lease term; (ii) the lease contains a bargain purchase option;
(iii) the term of the lease equals 75% or more of the estimated economic life of
the leased equipment; or (iv) the present value (at the inception of the lease)
of the minimum lease payments equals or exceeds 90% of the fair value of the
leased equipment. With respect to sales-type leases, we record total lease
rentals receivable, estimated unguaranteed residual value as the gross
investment in the lease. The difference between gross investment in the lease
and the present value of the gross investment in the lease is defined as
"unearned income." The present value of the minimum lease payments computed at
the interest rate implicit in the lease is recorded as sales revenue. The cost
of the equipment less the present value of the unguaranteed residual value,
computed at the interest rate implicit in the lease, is reflected as the cost of
sale. Finance income is recognized over the term of the lease by amortizing the
unearned income using the interest method.

     NET INVESTMENT IN FINANCE CONTRACTS. At December 31, 1999 the Company's net
investment in finance contracts totaled $856.5 million, or 31.0% of the
Company's net investment in leases (including net book value of equipment under
operating leases).

     OPERATING LEASES. At December 31, 1999, the net book value of equipment
under operating leases totaled $1,908.7 million, or 69.0% of the Company's net
investment in leases (including net book value of finance contracts). All lease
contracts which do not meet the criteria of direct financing leases or
sales-type leases are accounted for as operating leases. Monthly lease payments
are recorded as income from operating leases on a straight-line basis. Leased
equipment is recorded, at the Company's cost, as "equipment under operating
leases" and depreciated on a straight-line basis over the estimated life of the
equipment to its estimated salvage value. When equipment is sold, the net
proceeds realized in excess of the carrying value are recorded as "gain on sale
of equipment;" if the net proceeds are less than the carrying value, the amount
by which the carrying value exceeds the net proceeds is recorded as a loss.

     GAIN ON SALE OF FINANCE CONTRACTS. We have also generated gain on sale
income from the sale of leases to third party financing sources for cash. In
June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 125 ("SFAS 125"), "Accounting for Transfers
and Servicing of Financial Assets and Extinguishment of Liabilities." Among
other things, SFAS 125 requires that servicing assets and other retained
interests in transferred assets be measured by allocating the previous carrying
amount between the assets sold, if any, and retained interests, if any, based on
relative fair values at the date of transfer.

     In April of 1999, we announced our intention to retain a greater portion of
the leases that we originate or acquire for our own portfolio. Although we are
retaining a greater portion of

                                       25
<PAGE>   27

the leases that we originate or acquire, we continue to sell aircraft and
aircraft engines and remarket or sell equipment at lease end, and we continue to
sell leases and equipment subject to leases to third parties.

     RESIDUAL VALUES. At the inception of a direct financing lease or a
sales-type lease, we estimate a residual value based upon the expected net
realizable value of the equipment at the end of the lease term. The salvage
value of equipment subject to operating lease is determined by, among other
factors, the estimated useful life of the equipment, the expected condition of
the equipment at the end of the lease term, and prevailing market demand for the
equipment. At the end of the initial term of a lease, the lease may be extended,
the equipment may be sold to the lessee or the equipment may be sold or leased
to another party. The original estimate of the residual value is adjusted
downward during the lease term if a decline in value is projected; however,
upward adjustments in residual estimates are not permitted.

     NEW ACCOUNTING PRONOUNCEMENTS. In June 1998, the Financial Accounting
Standards Board (the "FASB") issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities," ("SFAS
No. 133") which establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. SFAS No. 133 requires that all derivative
instruments be recorded on the balance sheet at fair value, and that changes in
the fair value of derivatives be recorded each period in either current earnings
or other comprehensive income, depending upon whether the derivative is
designated as part of certain types of hedging transactions. As issued, SFAS No.
133 was effective for fiscal years beginning after June 15, 1999. In June 1999,
the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities -- Deferral of the Effective Date of FASB Statement No. 133". SFAS
No. 137 deferred the effective date of SFAS No. 133 for one year to fiscal years
beginning after June 15, 2000. The Company plans to adopt SFAS No. 133 for the
year beginning January 1, 2001. The Company is in the process of evaluating the
impact that the adoption of SFAS No. 133 will have on its results of operations
and financial condition.

RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the
consolidated financial statements of the Company and the related notes thereto
appearing elsewhere in this Form 10-K. Although UniCapital was founded in
October 1997, we commenced operations in May 1998 in conjunction with the
consummation of our initial public offering and the acquisition of twelve
equipment leasing, specialty finance and related businesses. In June, July and
August 1998, we completed the acquisition of five additional equipment leasing,
specialty finance and related businesses. A significant portion of the variances
discussed below are due

                                       26
<PAGE>   28

to the fact that our results of operations for 1998 represent less than 8 months
of operations while our results of operations for 1999 include 12 full months.

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
                                                    ------------------------------------
                                                          1999                1998
                                                    ----------------    ----------------
                                                           (DOLLARS IN THOUSANDS)
<S>                                                 <C>        <C>      <C>        <C>
Income from finance contracts.....................  $ 70,133     8.1%   $ 30,027     5.9%
Rental income from operating leases...............   244,868    28.4      68,003    13.4
Sales of equipment................................   478,381    55.5     360,256    71.0
Gain on sale of finance contracts.................    11,537     1.3      23,862     4.7
Fees, commissions and remarketing income..........    30,820     3.6      17,300     3.4
Interest and other income.........................    27,015     3.1       8,093     1.6
                                                    --------   -----    --------   -----
     Total revenues...............................   862,754   100.0     507,541   100.0
                                                    --------   -----    --------   -----
Cost of operating leases..........................   112,928    13.1      27,841     5.5
Cost of equipment sold............................   428,094    49.6     314,994    62.1
Interest expense..................................   162,921    18.8      35,453     7.0
Selling, general and administrative expenses......   112,128    13.0      63,347    12.5
Goodwill amortization.............................    18,633     2.2      10,119     2.0
                                                    --------   -----    --------   -----
     Total expenses...............................   834,704    96.7     451,754    89.1
                                                    --------   -----    --------   -----
Income from operations............................    28,050     3.3      55,787    10.9
Equity in income from minority-owned affiliates...        --     0.0       1,013     0.2
Minority interest.................................       529     0.1          --     0.0
                                                    --------   -----    --------   -----
Income before taxes...............................    27,521     3.2      56,800    11.1
Provision for income taxes........................    17,539     2.0      32,007     6.3
                                                    --------   -----    --------   -----
Net income........................................  $  9,982     1.2%   $ 24,793     4.8%
                                                    ========   =====    ========   =====
</TABLE>

     INCOME FROM FINANCE CONTRACTS. Income from finance contracts for the year
ended December 31, 1999 increased by $40.1 million, or 133.7%, to $70.1 million
from $30.0 million for the year ended December 31, 1998. This increase is
primarily due to an increase in the direct financing and sales-type lease
portfolios of the Technology and Finance Group and Business Credit Group
attributable to increased originations during the year ending December 31, 1999
and the Company's decision to retain, for its own portfolio, a greater portion
of the leases that it originates rather than to sell such leases in transactions
qualifying for gain-on-sale accounting treatment, as well as increased income
due to higher implicit interest rates in lease contracts, which is attributable
to increases in interest rates generally.

     RENTAL INCOME FROM OPERATING LEASES. Rental income from operating leases
for the year ended December 31, 1999 increased by $176.9 million, or 260.1%, to
$244.9 million from $68.0 million for the year ended December 31 1998. This
increase is primarily due to a $1.4 billion increase in the Big Ticket
Division's portfolio of equipment under operating lease, principally related to
the acquisition of Aircraft Finance Trust, which accounted for $100.3 million of
the increase, and a $32.1 million increase in the Technology and Finance Group's
portfolio of equipment under operating lease.

     SALES OF EQUIPMENT. Sales of equipment for the year ended December 31, 1999
increased by $118.1 million, or 32.8%, to $478.4 million from $360.3 million for
the year ended December 31, 1998. This increase is primarily due to an increase
in sales in the Technology and Finance Group, partially offset by lower margins
on sales of equipment for

                                       27
<PAGE>   29

one of the companies, and to an increase in sales in the Big Ticket Division as
a result of portfolio management sales of Stage 2 and older aircraft, and the
sale of three aircraft related to the LTU International Airways transaction,
partially offset by the decrease in sales of aircraft engines. The Company
expects the current unfavorable market conditions for the sale of aircraft
engines to continue in 2000.

     GAIN ON SALE OF FINANCE CONTRACTS. Gain on sale of finance contracts for
the year ended December 31, 1999 decreased by $12.4 million, or 51.9%, to $11.5
million from $23.9 million for the year ended December 31, 1998. This decrease
is due to the Company's decision to retain, for its own portfolio, a greater
portion of the leases it originates, rather than sell such leases in
transactions qualifying for gain-on-sale accounting treatment. This decrease was
partially offset by two third party sales transactions that occurred in 1999,
which transactions accounted for an aggregate of $8.3 million of gain on sale of
finance contracts.

     FEES, COMMISSIONS AND REMARKETING INCOME. Fees, commissions and remarketing
income for the year ended December 31, 1999 increased by $13.5 million, or
78.0%, to $30.8 million from $17.3 million for the year ended December 31, 1998.
This increase is primarily due to an increase in the remarketing income in the
Technology and Finance Group.

     INTEREST AND OTHER INCOME. Interest and other income for the year ended
December 31 1999 increased by $18.9 million, or 233.3%, to $27.0 million from
$8.1 million for the year ended December 31, 1998. This increase is primarily
due to the $9.0 million gain recognized on the sale of 49.9% of the Company's
equity interest in Aircraft Finance Trust, interest income from restricted cash
balances principally from Aircraft Finance Trust, which was $2.7 million during
the period from the inception of Aircraft Finance Trust (April 13, 1999) through
December 31, 1999, and from interest income on retained interests.

     COST OF OPERATING LEASES. Cost of operating leases for the year ended
December 31, 1999 increased by $85.1 million, or 306.1%, to $112.9 million from
$27.8 million for the year ended December 31, 1998. This increase is primarily
due to the increase in depreciation resulting from the net increase of $1.4
billion of equipment to the Big Ticket Division's portfolio of equipment under
operating lease, principally related to the acquisition of Aircraft Finance
Trust, which accounted for $28.5 million of the increase, and from the net
increase of $32.1 million of equipment to the Technology and Finance Group's
portfolio of equipment under operating lease.

     COST OF EQUIPMENT SOLD. Cost of equipment sold for the year ended December
31, 1999 increased by $113.1 million, or 35.9%, to $428.1 million from $315.0
million for the year ended December 31, 1998. This increase is primarily due to
an increase in sales in the Technology and Finance Group and to an increase in
sales in the Big Ticket Division as a result of portfolio management sales of
Stage 2 and older aircraft and the sale of three aircraft related to the LTU
International Airways transaction, partially offset by the decrease in sales of
aircraft engines.

     INTEREST EXPENSE. Interest expense for the year ended December 31, 1999
increased by $127.4 million, or 358.9%, to $162.9 million from $35.5 million for
the year ended December 31, 1998. This increase is primarily due to increased
borrowings outstanding to finance the $3.4 billion growth of the Company's lease
and equipment portfolio, which includes the $1.4 billion increase in equipment
under operating lease in the Big Ticket Division, principally related to
Aircraft Finance Trust, which accounted for $51.5 million of the

                                       28
<PAGE>   30

increase, as well as the effect of rising interest rates and the amortization of
increased facility commitment fees.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the year ended December 31, 1999 increased by $48.8
million, or 77.1%, to $112.1 million from $63.3 million for the year ended
December 31, 1998. Selling, general and administrative expenses for the year
ended December 31, 1998 include a $17.3 million non-cash compensation charge for
certain equity issuances prior to our initial public offering. The 1999 increase
is primarily due to the growth in the volume of our lease originations and
assets under management, the $7.5 million increase in the Company's provision
for credit losses due to our decision to retain a greater portion of the leases
that we originate, as well as costs associated with systems implementation and
integration of the Company's subsidiaries.

     GOODWILL AMORTIZATION. Goodwill amortization for the year ended December
31, 1999 increased by $8.5 million, or 84.2%, to $18.6 million from $10.1
million for the year ended December 31, 1998. This increase is primarily
attributable to the effect of a full year of goodwill amortization for the year
ended December 31, 1999 as well as additional goodwill amortization for the year
ended December 31, 1999 as a result of additional purchase consideration paid
pursuant to the earnout provisions of various acquisition agreements entered
into by the Company in 1998.

     EQUITY IN INCOME FROM MINORITY-OWNED AFFILIATES. During 1999, the Company
liquidated its investments in minority-owned affiliates, and therefore recorded
no equity in income from minority-owned affiliates for the year ended December
31, 1999. Equity in income from minority-owned affiliates for the year ended
December 31, 1998 was $1.0 million. As a result of the sale of an additional
1.1% beneficial interest in Aircraft Finance Trust, beginning with the first
quarter of 2000 the Company's proportionate share of the net results from
Aircraft Finance Trust will be recorded as equity in income from minority-owned
affiliates.

     MINORITY INTEREST. Minority interest for the year ended December 31, 1999
increased by $0.5 million from zero for the year ended December 31, 1998. This
amount primarily represents a reduction to net income attributable to the sale
of a minority interest in Aircraft Finance Trust during the year ended December
31, 1999. As a result of the sale of an additional 1.1% of the beneficial
interest in Aircraft Finance Trust, beginning with the first quarter of 2000 the
Company will not record minority interest.

PERIOD FROM INCEPTION (OCTOBER 9, 1997) TO DECEMBER 31, 1997

     We were incorporated in October 1997 and commenced operations in May 1998
in conjunction with the consummation of our initial public offering and the
acquisition of twelve equipment leasing, specialty finance and related
businesses. During the period from October 9, 1997 to December 31, 1997 we had a
net loss of $2.1 million, which consisted primarily of a non-cash stock
compensation charge.

LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 1999, we had cash and cash equivalents of approximately
$25.8 million. Our business is capital intensive and requires access to
substantial short-term and long-term credit to fund new equipment leases and the
purchase of equipment. We will continue to require access to significant
additional capital to maintain and expand the volume

                                       29
<PAGE>   31

of leases that we fund, as well as to fund any future acquisitions of lease
portfolios or leasing and specialty finance companies.

     Our uses of cash include the origination of equipment leases and the
purchase of equipment, payment of interest expenses, repayment of borrowings
under our credit facilities, operating and administrative expenses, income taxes
and capital expenditures, and may include payment of the cash portion of the
earnout arrangements with the former stockholders of certain of the acquired
companies, as well as any possible future acquisitions of lease portfolios or
leasing and specialty finance companies.

     We believe that borrowings from amounts available under our credit
facilities, funds generated from future operations and possible future sources
of financing, for which we are currently negotiating, will be sufficient to
finance our current operations and planned capital expenditure requirements for
the next twelve months, assuming the consummation of one or more such possible
future sources of financing and the satisfactory renewal, or replacement of our
credit facilities prior to their expiration. If we are unable to consummate one
or more such possible future sources of financing, or to renew, or replace our
credit facilities prior to their expiration with facilities of like amount, or
if we are unable to implement other alternative strategies, then we may have
insufficient cash to continue the current rate of growth of our business or
otherwise to continue to operate our business as it is now conducted, and may be
unable, in whole or in part, to fund new equipment leases or the purchase of
equipment, fund the acquisition of lease portfolios, fund additional purchase
price consideration pursuant to the earnout provisions of various acquisition
agreements, fund the purchase price of additional leasing or specialty finance
companies or fund other working capital requirements. Accordingly, in such
circumstances, we would have to make choices among the various demands upon our
liquidity, and our business, financial condition and results of operations could
be materially and adversely affected.

     From time to time we engage in discussions and conduct analyses with
respect to possible acquisitions of equipment, lease portfolios and leasing and
specialty finance companies, some of which may lead to and include the
negotiation and execution of letters of intent. In order to consummate these
transactions, we would need to issue additional equity securities, incur
additional indebtedness or obtain additional sources of financing, and if we
were unable to do so, our business, financial condition and results of
operations could be materially and adversely affected.

CREDIT FACILITIES

     We have in place a series of credit facilities (the "Senior Credit
Facilities") which consist of the following: (i) a $300.0 million Corporate
Revolving Credit Facility primarily to finance working capital needs (the
"Revolving Facility"); (ii) two asset-backed commercial paper facilities
totaling $400.0 million to finance small ticket and middle market leases,
consisting of an Equipment Lease Receivable Purchase Facility (the "Purchase
Facility") and an Equipment Lease Receivable Financing Facility (the "Financing
Facility"); (iii) a $200.0 million Warehouse Facility to finance small ticket
and middle market leases ("Warehouse Facility"); and (iv) a $400.0 million
Special Purpose Entity Large Ticket Warehouse Facility to finance the purchase
of aircraft and aircraft engines (the "Aircraft Facility").

                                       30
<PAGE>   32

     REVOLVING FACILITY. Under the Revolving Facility, we may borrow up to
$300.0 million with a $50.0 million sublimit for letters of credit and a $15.0
million swingline sublimit. The proceeds of the Revolving Facility may be used
to refinance loans previously incurred to fund the cash portions of acquisitions
and for general corporate purposes, subject to certain limitations. Amounts
outstanding under the Revolving Facility bear interest, at our option, at Bank
of America's base rate plus an applicable margin or a Eurodollar rate plus an
applicable margin and must be supported by a borrowing base. The borrowing base
equals the net book value of qualifying assets, at varying advance rates
depending on asset types, plus an amortizing amount contractually agreed, which
amount does not bear relationship to any asset value. Our obligations under the
Revolving Facility are guaranteed by all of our subsidiaries other than certain
special purpose entities. The Revolving Facility is secured by a pledge of all
of the capital stock of our domestic guaranteeing subsidiaries (and a pledge of
65% of the capital stock of each non-United States guaranteeing subsidiary) and
a security interest in all other assets and properties of the Company and those
subsidiaries guaranteeing the Revolving Facility, other than assets financed on
a non-recourse basis by the Company and any assets subject to liens granted in
connection with certain permitted indebtedness (including securitizations).
Borrowings under the Revolving Facility are subject to certain conditions,
including but not limited to absence of material adverse effect and absence of
material litigation. In addition, the Revolving Facility contains covenants,
including but not limited to limitations on liens other than permitted liens,
investments, dividends and other restricted payments, incurrence of recourse
indebtedness, transactions with affiliates, acquisitions other than permitted
acquisitions (as defined in the Revolving Facility) as well as various financial
covenants, including ratios of recourse and limited recourse debt to tangible
net worth, cash flow to interest and rents, and maintenance at all times of a
minimum tangible net worth. The Revolving Facility, which was entered into in
June 1998, has a three-year term. We pay a quarterly fee equal to a percentage
of the unused portion of the Revolving Facility. As of December 31, 1999, the
Company had borrowings of $252.5 million outstanding under the Revolving
Facility with a weighted average interest rate of 9.1%.

     PURCHASE FACILITY. We have established the Purchase Facility with Bank of
America, as agent, pursuant to which a commercial paper conduit (the "CP
Conduit") or, if the CP Conduit does not buy them, one or more bank investors,
which will include Bank of America (the "Bank Investors"), will purchase
beneficial interests (the "Net Investment") in an amount of up to $200.0 million
(the "Facility Limit"), from a qualifying special purpose entity, collateralized
by small ticket and middle market leases meeting certain eligibility
requirements. Two indirect, bankruptcy-remote subsidiaries of the Company (the
"Transferors") will purchase the Company's interest in certain financing leases
and related leased equipment originated or purchased by the Company or eligible
subsidiaries of the Company. The CP Conduit (or, upon the occurrence of certain
events, the Bank Investors) will purchases leases from the Transferors at an
amount equal to a percentage of the present value of the remaining lease
receivables. Collections on the leases will generally be applied first to pay
any amounts due under the Purchase Facility and certain other specified
facilities, and then to the Transferors. We plan to reduce the Net Investment
under the Purchase Facility periodically through securitizations. The Purchase
Facility contains certain restrictions, including but not limited to limitations
on liens on the leases, indebtedness, certain lease modifications and changes in
credit and collection practices. The Purchase Facility requires payment by the
Transferor of program fees, facility fees, administration fees and commercial
paper dealer fees. The term of the Purchase Facility

                                       31
<PAGE>   33

was extended in August 1999 for a 364-day term, and it now expires in August
2000. The facility limit automatically decreased from $350.0 million on
September 30, 1999 to the current Facility Limit. As of December 31, 1999, the
amount outstanding under the Purchase Facility was $197.6 million (net of
restricted cash of $9.3 million) with a weighted average interest rate of 6.9%.

     FINANCING FACILITY. We have established the Financing Facility with Bank of
America, as administrative agent, pursuant to which the CP Conduit or the Bank
Investors will advance an amount up to $200.0 million. A subsidiary of the
Company (the "Financing SPE") will finance the Company's interest in certain
operating and financing leases and certain leased equipment originated or
purchased by the Company or any subsidiaries of the Company. The CP Conduit (or,
under certain limited circumstances, the Bank Investors) will lend funds to the
Financing SPE in an amount equal to a percentage of the present value of the
remaining lease receivables. Such borrowings are secured by an interest in the
Financing SPE's leases and certain leased equipment. We plan to reduce the
borrowing outstanding under the Financing Facility periodically through
securitizations. The Financing Facility contains certain restrictions and
requires the payment of various fees, generally on terms substantially
equivalent to those in the Purchase Facility. We have guaranteed the amounts
borrowed under the Financing Facility. The term of the Financing Facility was
extended in August 1999 for a 364-day term, and it now expires in August 2000.
The facility limit automatically decreased from $250.0 million on September 30,
1999 to the current facility limit of $200.0 million. As of December 31, 1999,
the amount outstanding under the Financing Facility was $183.8 million (net of
restricted cash of $10.3 million) with a weighted average interest rate of 6.9%.

     MORGAN STANLEY ASSET FUNDING WAREHOUSE FACILITY. We have established a
Warehouse Facility with Morgan Stanley Asset Funding, Inc., (the "Lender")
pursuant to which Lender will make loans to an indirect, bankruptcy-remote
subsidiary of the Company (the "SPE Borrower"). As security for these loans, the
SPE Borrower will assign all of the Borrower's right, title and interest in, to
and under certain small ticket and middle market leases and loans and related
equipment originated or purchased by the Company or eligible subsidiaries of the
Company (the "Originators"). Lender will lend against leases at an amount equal
to a percentage of the present value of the remaining lease receivables, up to a
maximum amount of $200.0 million. Amounts outstanding under the Warehouse
Facility bear interest at a rate equal to a Eurodollar rate plus an applicable
margin. Collections on the leases will generally be applied first to pay any
amounts due under the Warehouse Facility, including without limitation the
repayment of principal of and interest on all loans and all other amounts owing
to the Lender and then to the Originators. We plan to reduce the borrowing
outstanding under the Warehouse Facility periodically through securitizations.
Borrowings under the Warehouse Facility are subject to certain conditions. In
addition, the Warehouse Facility contains certain covenants, including but not
limited to limitations on liens, investments, dividends and other restricted
payments, capital expenditures, transactions with affiliates, acquisitions,
incurrence of debt, and interest rate protection acceptable to Lender, and
various financial covenants customary for transactions of this type. The term of
the Warehouse Facility, which was entered into in December 1999, is 364 days. As
of December 31, 1999, the Company had borrowings of $27.4 million outstanding
under the Warehouse Facility with a weighted average interest rate of 7.0%.

                                       32
<PAGE>   34

     AIRCRAFT FACILITY. In October 1998, we entered into the Aircraft Facility,
primarily to finance the purchase and leasing of aircraft. Under the Aircraft
Facility, we may borrow up to $400.0 million. The Aircraft Facility is
nonrecourse to the Company and is secured by a first priority perfected pledge
of all of the common stock of each special purpose entity wholly owned by the
Company which uses the Aircraft Facility ("SPE Aircraft Borrower') and each
domestic subsidiary of each SPE Aircraft Borrower, and a first priority
perfected security interest in all present and future assets and properties of
each SPE Aircraft Borrower and each of its subsidiaries. Borrowings under the
Aircraft Facility are subject to certain conditions, including but not limited
to absence of material adverse effect and absence of material litigation. In
addition, the Aircraft Facility contains certain covenants, including but not
limited to limitations on liens, dividends and other restricted payments,
capital expenditures, acquisitions, incurrence of debt, as well as requirements
related to annual appraisals of eligible aircraft, approved aircraft and
aircraft engine types and interest rate protection acceptable to the lender, and
various financial covenants customary for transactions of this type, including a
ratio of cash flow to interest. The term of the Aircraft Facility was extended
in November 1999, and it now expires in December 2000. Upon extension, the
maximum availability under the facility decreased from $600.0 to $400.0 million.
As of December 31, 1999, the Company had borrowings of $270.4 million
outstanding under the Aircraft Facility with a weighted average interest rate of
9.7%.

     The Company paid financing fees in connection with entering into or
extending each of the Senior Credit Facilities, which will be amortized as a
yield adjustment over the terms of the Senior Credit Facilities using the
interest method, and will pay an annual administration fee equal to a percentage
of certain of the facilities. We expect that the aggregate fees and expenses to
be paid in connection with entering into the Senior Credit Facilities will be
paid from cash flows from operating activities as well as borrowings under the
Revolving Facility.

     The Company is currently negotiating a transaction to sell and refinance
certain of its aircraft and other assets. A condition to the refinancing
transaction is modification of certain provisions of the Aircraft Facility. In
particular, the Company anticipates that, upon consummation of the refinancing
transaction, the Aircraft Facility will be converted to a term loan, and the
Company will have limited ability, and subject to the express approval of the
lender, to use amounts that otherwise would have been available under the
Aircraft Facility to acquire additional aircraft assets.

OTHER CREDIT FACILITIES

     REVOLVING PURCHASE FACILITY. In November 1999, we announced a $50.0 million
increase in our $75.0 million discretionary, revolving facility with Key Global
Finance. This facility is for the funding of eligible leases and is available to
most of the originating units in our Technology and Finance Group as well as one
of the originating units in our Business Credit Group.

TERM LOANS

     On April 30, 1999, we entered into a loan arrangement in the amount of
$40.5 million, to fund the purchase of the equity interest in the portfolio of
36 commercial aircraft that we acquired from GE Capital Aviation Services on May
5, 1999 and for general corporate purposes. The loan has an interest rate of
LIBOR plus 400 basis points, and expires in December 2000 or such earlier date
as defined in the agreement. The loan is secured by a

                                       33
<PAGE>   35

security interest in the aircraft and engine assets held by the special purpose
entities which are borrowers under the loan arrangement. As of December 31,
1999, the outstanding principal balance was $30.9 million at an interest rate of
10.5%. As of December 31, 1999, we were in violation of certain covenants under
this loan. Our lender waived the violation until March 31, 2000. We expect to
repay the loan on March 31, 2000.

     On December 20, 1999, we entered into a loan arrangement in the amount of
$167.3 million to fund the acquisition of 8 Boeing 757-200 aircraft that we
acquired and leased back to LTU. The loan has an interest rate of LIBOR plus
1.75%, and it expires in December 2000. The loan is secured by a security
interest in the aircraft and leases held by the special purpose entities that
are borrowers under the loan arrangement. The loan is recourse only to the
assets pledged to the lenders. As of December 31, 1999, $167.3 million was
outstanding under the loan.

SECURITIZATION TRANSACTIONS

     On September 9, 1999, we completed our first securitization transaction
involving the issuance of $365.7 million of Equipment Contract Backed Notes
originated primarily by the Business Credit Group and the Technology and Finance
Group. In connection with this transaction, four tranches of Class A Notes were
sold to accredited investors under Rule 144A. The Class A-1 Notes had short term
ratings of A-1+ by Standard & Poor's, P-1 by Moody's Investor Services, Inc.,
F1+/AAA by Fitch IBCA and D-1+ by Duff & Phelps Credit Rating Co. The Class A-2
through A-4 Notes were rated AAA by Standard & Poor's, Aaa by Moody's Investor
Services, Inc., AAA by Duff & Phelps Credit Rating Co. and AAA by Fitch IBCA.
The Class A Notes benefit from a surety bond issued by Ambac Assurance Corp. In
addition, Class B and Class C Notes, rated BBB and BB, respectively by Duff &
Phelps Credit Rating Co. and Fitch IBCA, were retained by the Company. We
financed the Class B Notes pursuant to short term facilities. The weighted
average interest rate for the Class A Notes as of December 31, 1999 was 6.87%.
The weighted average interest rate will vary as Class A Notes are paid. As of
December 31, 1999, the outstanding principal balance was $350.9 million.

     On March 28, 2000, the Company completed its second securitization
transaction involving the issuance of $301.5 million of Equipment Contract
Backed Notes originated primarily by the Business Credit Group and the
Technology and Finance Group. In connection with this transaction, four tranches
of Class A Notes were sold to accredited investors under Rule 144A. The Class
A-1 Notes had short term ratings of A-1+ by Standard & Poor's, P-1 by Moody's
Investor Services, Inc., F1+/AAA by Fitch IBCA and D-1+ by Duff & Phelps Credit
Rating Co. The Class A-2 through A-4 Notes were rated AAA by Standard & Poor's,
Aaa by Moody's Investor Services, Inc., AAA by Duff & Phelps Credit Rating Co.
and AAA by Fitch IBCA. The Class A Notes benefit from a surety bond issued by
the Ambac Assurance Corp. In addition, Class B Notes rated BBB- and Class C
Notes rated BB by Duff & Phelps Credit Rating Co and Fitch IBCA were offered as
well.

FLUCTUATIONS IN QUARTERLY RESULTS

     We could experience fluctuations in quarterly operating results due to a
number of factors including, among others, the consummation of a transaction in
a particular calendar quarter (or the failure to complete such a transaction),
variations in the volume of leases originated and variations in interest rates.
In addition, certain of our operating subsidiaries may from time

                                       34
<PAGE>   36

to time experience relatively large transactions for one or a few customers or
relatively large sales of equipment and/or lease portfolios, which may not recur
or may not be followed by correspondingly large transactions in subsequent
periods. Moreover, to the extent that we retain for our own portfolio a greater
portion of the leases that we acquire or originate and the equipment that we
acquire, we will not generate revenue from gain on sale for the retained leases
or revenue from sales of the retained equipment. As a result of these
fluctuations, results for any one quarter should not be relied upon as being
indicative of performance in future quarters.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

     We incur debt to fund the origination and acquisition of leases, equipment,
lease portfolios and equipment leasing businesses and for general corporate
purposes. The interest rates charged on the debt are generally determined based
on variable measures of interest rates such as the U.S. Federal Reserve Prime
rate ("Prime") or the London Interbank Offered Rate ("LIBOR"). For information
regarding contractual interest rates on the debt and amounts outstanding and
weighted average interest rate at December 31, 1999, see Note 10 to our
consolidated financial statements for the year ended December 31, 1999, included
elsewhere in this Form 10-K.

     We continually monitor interest rates in order to mitigate exposure to
certain unfavorable variations. Our objectives in managing this risk include:

     - achieving certain ratios of fixed-rate debt to variable-rate debt; and

     - achieving certain levels of our aggregate cost of funds.

     As a result, from time to time we utilize interest rate swaps to hedge some
of the Company's exposure to changing interest rates. As used by the Company,
interest rate swaps synthetically alter the repricing characteristics of
recorded assets and liabilities, effectively allowing us to reduce our exposure
to variations in Prime or LIBOR. There are risks associated with the use of
these instruments, including:

     - the possible inability of the counterparties to meet the terms of their
       contracts; and

     - market movements in values and interest rates.

     We do not enter into interest rate swap agreements for trading purposes.

     The following table presents, as of December 31, 1999, the following
information regarding interest rate swap agreements to which we are a party: (i)
the notional amount of the agreement, (ii) the fixed interest rate to be paid by
the Company or its subsidiaries, (iii) the variable rate to be paid by the
counterparty under the agreement, (iv) the fair value of the instrument, (v) the
commencement date for agreements for which the effective period does not begin
until a subsequent date, if applicable, and (vi) the maturity of the agreement.

                                       35
<PAGE>   37

EFFECTIVE PERIOD OF INTEREST RATE SWAP

<TABLE>
<CAPTION>
                                                                   EFFECTIVE PERIOD OF INTEREST RATE SWAP
                                                    AVERAGE NOTIONAL AMOUNT FOR THE TWELVE MONTHS ENDING DECEMBER 31,(B)
                            DECEMBER 31,    -------------------------------------------------------------------------------------
                                1999            2000           2001           2002           2003           2004       THEREAFTER
                           --------------   ------------   ------------   ------------   ------------   ------------   ----------
<S>                        <C>              <C>            <C>            <C>            <C>            <C>            <C>
INTEREST RATE SWAPS
Amortizing notional
  amount.................     $37,432,916   $ 31,454,058   $ 18,895,480   $ 11,561,856   $  6,855,677   $  3,687,381   $1,270,710
Rate to be paid by the
  Company................          5.495%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............        $705,123
Maturity.................    January 2006
Amortizing notional
  amount.................      $7,477,456   $  6,688,066   $  4,904,478   $  3,168,379   $  2,189,597   $  1,363,025   $  561,378
Rate to be paid by the
  Company................          5.555%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............        $180,170
Maturity.................      April 2006
Amortizing notional
  amount.................     $11,295,422   $  9,542,959   $  3,148,298
Rate to be paid by the
  Company................          5.693%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............         $64,698
Maturity.................  September 2001
Amortizing notional
  amount.................     $28,894,988   $ 25,703,352   $ 19,739,170   $  7,543,080   $  1,877,718
Rate to be paid by the
  Company................          6.015%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............        $252,799
Maturity.................   November 2003
Amortizing notional
  amount.................     $70,937,107   $ 61,108,564   $ 41,872,877   $ 27,465,678   $ 20,100,167   $ 13,438,695   $7,877,441
Rate to be paid by the
  Company................          6.195%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............        $662,013
Maturity.................     August 2006
Amortizing notional
  amount.................     $21,587,308   $ 18,654,553   $ 11,355,657   $  5,364,979   $  1,662,358
Rate to be paid by the
  Company................          6.115%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............        $124,329
Maturity.................    October 2003
</TABLE>

                                       36
<PAGE>   38

<TABLE>
<CAPTION>
                                                                   EFFECTIVE PERIOD OF INTEREST RATE SWAP
                                                    AVERAGE NOTIONAL AMOUNT FOR THE TWELVE MONTHS ENDING DECEMBER 31,(B)
                            DECEMBER 31,    -------------------------------------------------------------------------------------
                                1999            2000           2001           2002           2003           2004       THEREAFTER
                           --------------   ------------   ------------   ------------   ------------   ------------   ----------
<S>                        <C>              <C>            <C>            <C>            <C>            <C>            <C>
  Amortizing notional
    amount...............     $25,120,385   $ 20,982,557   $ 17,061,719   $ 14,470,791   $  7,201,297   $  1,924,644   $       --
  Rate to be paid by the
    Company..............          6.245%
  Rate to be received by
    the Company..........    30-day CP(a)
  Fair value at December
    31, 1999.............        $196,586
  Maturity...............       June 2004
  Fixed notional
    amount...............     $75,000,000   $ 75,000,000   $ 75,000,000   $ 75,000,000
  Rate to be paid by the
    Company..............          5.125%
  Rate to be received by
    the Company..........   3-month LIBOR
  Fair value at December
    31, 1999.............      $3,314,703
  Maturity...............   November 2002
  Amortizing notional
    amount...............             $--   $  1,093,724   $  1,044,556   $    960,246   $    868,152   $    767,543   $  387,259
  Rate to be paid by the
    Company..............          6.540%
  Rate to be received by
    the Company..........    30-day CP(a)
  Fair value at December
    31, 1999.............         $19,243
  Commencement...........    October 2000
  Maturity...............   February 2010
  Amortizing notional
    amount...............      $2,419,000   $  2,306,250   $  2,060,250   $  1,814,250   $  1,568,250   $  1,322,250   $  604,750
  Rate to be paid by the
    Company..............          6.510%
  Rate to be received by
    the Company..........    30-day CP(a)
  Fair value at December
    31, 1999.............         $27,058
  Maturity...............    October 2009
  Amortizing notional
    amount...............     $15,525,108   $ 17,964,808   $ 20,556,509   $ 18,413,917   $ 15,363,530   $ 12,769,141   $4,171,695
  Rate to be paid by the
    Company..............          6.575%
  Rate to be received by
    the Company..........    30-day CP(a)
  Fair value at December
    31, 1999.............        $194,189
  Maturity...............     August 2009
  Amortizing notional
    amount...............     $35,562,650   $ 28,157,121   $ 15,094,556   $  4,774,552   $    666,106
  Rate to be paid by the
    Company..............          6.326%
  Rate to be received by
    the Company..........    30-day CP(a)
  Fair value at December
    31, 1999.............         $38,525
  Maturity...............       June 2003
  Fixed notional
    amount...............     $80,000,000   $ 80,000,000
  Rate to be paid by the
    Company..............          5.230%
  Rate to be received by
    the Company..........   1-month LIBOR
  Fair value at December
    31, 1999.............        $247,349
  Maturity...............      April 2000
  Fixed notional
    amount...............     $60,000,000   $ 60,000,000   $ 60,000,000   $ 60,000,000
  Rate to be paid by the
    Company..............          5.500%
  Rate to be received by
    The Company..........   1-month LIBOR
</TABLE>

                                       37
<PAGE>   39

<TABLE>
<CAPTION>
                                                                   EFFECTIVE PERIOD OF INTEREST RATE SWAP
                                                    AVERAGE NOTIONAL AMOUNT FOR THE TWELVE MONTHS ENDING DECEMBER 31,(B)
                            DECEMBER 31,    -------------------------------------------------------------------------------------
                                1999            2000           2001           2002           2003           2004       THEREAFTER
                           --------------   ------------   ------------   ------------   ------------   ------------   ----------
<S>                        <C>              <C>            <C>            <C>            <C>            <C>            <C>
  Fair value at December
    31, 1999.............      $1,395,868
  Maturity...............    January 2002
  Fixed notional
    amount...............    $175,000,000   $175,000,000   $175,000,000   $175,000,000
  Rate to be paid by the
    Company..............          5.560%
  Rate to be received by
    the Company..........   1-month LIBOR
  Fair value at December
    31, 1999.............      $5,542,080
  Maturity...............    October 2002
  Fixed notional
    amount...............    $345,000,000   $345,000,000   $345,000,000   $345,000,000   $345,000,000   $345,000,000
  Rate to be paid by the
    Company..............          5.650%
  Rate to be received by
    the Company..........   1-month LIBOR
  Fair value at December
    31, 1999.............     $15,157,012
  Maturity...............    January 2004
  Fixed notional
    amount...............    $230,000,000   $230,000,000   $230,000,000   $230,000,000   $230,000,000   $230,000,000
  Rate to be paid by the
    Company..............          5.710%
  Rate to be received by
    the Company..........   1-month LIBOR
  Fair value at December
    31, 1999.............     $11,741,234
  Maturity...............   November 2004
</TABLE>

---------------
(a) The rate to be received by the Company is based on a 30-day commercial paper
    rate published by the U.S. Federal Reserve (H15 report).

(b) The amortizing notional amount is based on contractual agreements with the
    counter-party.

                                       38
<PAGE>   40

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

UNAUDITED SELECTED QUARTERLY FINANCIAL DATA
<TABLE>
<CAPTION>
                                  1ST QUARTER   2ND QUARTER   3RD QUARTER   4TH QUARTER    1ST QUARTER   2ND QUARTER   3RD QUARTER
                                     1998          1998          1998          1998           1999          1999          1999
                                  -----------   -----------   -----------   -----------    -----------   -----------   -----------
<S>                               <C>           <C>           <C>           <C>            <C>           <C>           <C>
Total revenues..................   $     --       $54,008      $130,314      $323,219       $102,691      $204,776      $186,882
Income (loss) before taxes......    (17,315)       15,932        26,007        32,176          1,383        10,285         5,898
Net income (loss)...............    (17,315)        9,254        14,568        18,286           (887)        4,609         1,889
Earnings (loss) per common
  share, basic..................      (2.72)         0.36          0.29          0.36          (0.02)         0.09          0.04
Earnings (loss) per common
  share, diluted................      (2.72)         0.36          0.29          0.35          (0.02)         0.09          0.04

<CAPTION>
                                  4TH QUARTER
                                     1999
                                  -----------
<S>                               <C>
Total revenues..................   $368,405
Income (loss) before taxes......      9,955
Net income (loss)...............      4,371
Earnings (loss) per common
  share, basic..................       0.08
Earnings (loss) per common
  share, diluted................       0.08
</TABLE>

FINANCIAL STATEMENTS

     The information set forth under the caption "Financial Statements" in Item
14 of Part IV of this Form 10-K is incorporated herein by reference in response
to this Item 8.

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

     Not applicable

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information set forth under the captions "Election of Directors" and
"Other Matters" in the Proxy Statement, and the information set forth in Item 1,
"Business -- Executive Officers" is incorporated herein by reference in response
to this Item 10.

ITEM 11. EXECUTIVE COMPENSATION

     The information set forth under the caption "Executive Compensation,"
"Compensation Committee Report on Executive Compensation" and "Performance
Graph" in the Proxy Statement is incorporated herein by reference in response to
this Item 11.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is incorporated herein
by reference in response to this Item 12.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information set forth under the subcaption "Executive
Compensation -- Compensation Committee Interlocks and Insider Participation" and
"Certain Relationships and Related Party Transactions" in the Proxy Statement is
incorporated herein by reference in response to this Item 13.

                                       39
<PAGE>   41

                                    PART IV

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

(A)(1) FINANCIAL STATEMENTS. The following consolidated financial statements of
the Company are filed with this Form 10-K:

     The consolidated financial statements of UniCapital Corporation and
     Subsidiaries as of December 31, 1999 and 1998 and for the years ended
     December 31, 1999 and 1998 and for the period from inception (October 9,
     1997) to December 31, 1997.

(A)(2) FINANCIAL STATEMENT SCHEDULES. All financial statement schedules are
omitted because they are not applicable or the required information is shown in
the financial statements or notes thereto listed above in Item 14(a)(1).

(A)(3) EXHIBITS. The Exhibits listed below are filed or incorporated by
reference as part of this Form 10-K. Where so indicated by footnote, exhibits
which were previously filed are incorporated by reference.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER     DESCRIPTION
-------    -----------
<C>        <S>
  2.01     Amended and Restated Agreement and Plan of Contribution by
           and among UniCapital Corporation, ACR Acquisition Corp.,
           American Capital Resources, Inc. and Michael B. Pandolfelli
           and Gerald P. Ennella, dated as of February 14, 1998. (1)
  2.02     Amended and Restated Agreement and Plan of Contribution by
           and among UniCapital Corporation, BCG Acquisition Corp.,
           Boulder Capital Group, Inc., Roy L. Burger and Carl M.
           Williams, dated as of February 14, 1998. (1)
  2.03     Amended and Restated Agreement and Plan of Contribution by
           and among UniCapital Corporation, CLA Acquisition Corp.,
           Stuart L. Cauff, The 1998 Cauff Family Trust, Wayne D.
           Lippman and The 1998 Lippman Family Trust, dated as of
           February 14, 1998. (1)
  2.04     Amended and Restated Agreement and Plan of Contribution by
           and among UniCapital Corporation, JCS Acquisition Corp.,
           Jacom Computer Services, Inc. and John L. Alfano, dated as
           of February 14, 1998. (1)
  2.05     Amended and Restated Agreement and Plan of Contribution by
           and among UniCapital Corporation, KSTN Acquisition Corp.,
           K.L.C., Inc. and Alan H. Kaufman and Edgar W. Lee, dated as
           of February 14, 1998. (1)
  2.06     Amended and Restated Agreement and Plan of Contribution by
           and among UniCapital Corporation, XFC Acquisition Corp.,
           Matrix Funding Corporation, and Richard C. Emery, J. Robert
           Bonnemort, David A. DiCesaris, Jack S. and Judith F. Emery,
           Trustees for Jack S. Emery Trust, Alvin W. and Lila E.
           Emery, Trustees for Alvin W. and Lila E. Emery Trust, JSE
           Partners, Ltd., a Utah Limited Partnership, LBK Limited
           Partnership, a Utah Limited Partnership, John I. Kasteler,
           Jr., Craig C. Mortensen, Shanni Staker and Christian F.
           Emery, dated as of February 14, 1998. (1)
  2.07     Amended and Restated Purchase Agreement by and among
           UniCapital Corporation, MFA Acquisition Corp., Merrimac
           Financial Associates and Allan Z. Gilbert, Jordan L. Shatz
           and Mark F. Cignoli, dated as of February 14, 1998. (1)
</TABLE>

                                       40
<PAGE>   42

<TABLE>
<CAPTION>
EXHIBIT
NUMBER     DESCRIPTION
-------    -----------
<C>        <S>
  2.08     Amended and Restated Agreement and Plan of Contribution by
           and among UniCapital Corporation, MCMG Acquisition Corp.,
           Municipal Capital Markets Group, Inc., and the Stockholders
           Named Therein, dated as of February 14, 1998. (1)
  2.09     Amended and Restated Agreement and Plan of Contribution by
           and among UniCapital Corporation, NSJ Acquisition Corp., W.
           Jeptha Thornton, Richard C. Giles, Samuel J. Thornton, The
           1998 Giles Family Trust and The 1998 Thornton Family Trust,
           dated as of February 14, 1998. (1)
  2.10     Amended and Restated Purchase Agreement by and among PFSC
           Acquisition Corp., PFSC Limited Acquisition Corp., Portfolio
           Financial Servicing Company, L.P. and The Partners Listed on
           the Signature Page, dated as of February 14, 1998. (1)
  2.11     Amended and Restated Agreement and Plan of Contribution by
           and among UniCapital Corporation, VC Acquisition Corp.,
           Varilease Corporation, and the Stockholders of such company
           listed on the Signature Page, dated as of February 14, 1998.
           (1)
  2.12     Amended and Restated Agreement and Plan of Contribution by
           and among UniCapital Corporation, WAG Acquisition Corp., The
           Walden Asset Group, Inc. and the Stockholders of such
           company listed on the Signature Page, dated as of February
           14, 1998. (1)
  2.13     Agreement and Plan of Merger by and among UniCapital
           Corporation, USTEC Acquisition Corp., United States Turbine
           Engine Corp., James K. Neff, Carmit P. Neff and Randall P.
           Fiorenza, dated as of July 27, 1998. (2)
  2.14     Agreement and Plan of Reorganization by and among UniCapital
           Corporation, SFC Acquisition Corp., Saddleback Financial
           Corporation, Warren E. Emard and Stuart Kennedy, dated as of
           July 28, 1998. (3)
  2.15     Agreement and Plan of Reorganization by and among UniCapital
           Corporation, JRI Acquisition Corp., HLC Financial, Inc.,
           Lawrence P. Ciuffitelli and Soron Litman, dated as of July
           28, 1998. (4)
  2.16     Agreement and Plan of Reorganization by and among UniCapital
           Corporation, MYC Acquisition Corp., The Myerson Companies,
           Inc., Donald A. Myerson and Virginia Milke, dated as of
           August 7, 1998. (5)
  3.01     Certificate of Incorporation of UniCapital Corporation, as
           amended. (1)
  3.02     Bylaws of UniCapital Corporation. (1)
  4.01     Credit Agreement by and among UniCapital Corporation,
           NationsBank, National Association and the Lenders party
           thereto, dated as of June 10, 1998. (6)
  4.02     Amended and Restated Transfer and Administration Agreement
           Among Kitty Hawk Funding Corporation, UCP Qualifying SPE
           1998-1 Limited Partnership, UCP Operating SPE 1998-1 Limited
           Partnership, UniCapital Operations Group, Inc., and Bank of
           America, N.A. dated as of August 16, 1999.*
  4.03     Loan and Security Agreement among Kitty Hawk Funding
           Corporation, UCP Borrowing SPE 1998-1 Limited Partnership,
           Portfolio Financial Servicing Company, L.P. and NationsBank,
           N.A. dated as of July 10, 1998. (6)
  4.04     Credit Agreement by and among UniCapital Corporation, First
           Security Bank, National Association, as Trustee,
           NationsBank, National Association, as Agent and as Lender,
           and the Lenders party thereto, dated as of June 10, 1998.
           (8)
</TABLE>

                                       41
<PAGE>   43

<TABLE>
<CAPTION>
EXHIBIT
NUMBER     DESCRIPTION
-------    -----------
<C>        <S>
  4.05     Credit Agreement by and among UniCapital Corporation, First
           Security Bank, National Association, as Trustee, Lehman
           Commercial Paper Inc., as Agent and as Lender, and the
           Lenders party thereto, dated as of October 6, 1998. (8)
  4.05(a)  Amendment No. 1 dated March 26, 1999.*
  4.05(b)  Amendment No. 2 dated April 28, 1999.*
  4.05(c)  Amendment No. 3 dated August 19, 1999.*
  4.05(d)  Amendment No. 4 dated October 4, 1999.*
  4.05(e)  Amendment No. 5 dated October 21, 1999.*
  4.05(f)  Amendment No. 6 dated October 28, 1999.*
  4.05(g)  Amendment No. 7 dated November 4, 1999.*
  4.05(h)  Amendment No. 8 dated November 8, 1999.*
  4.05(i)  Amendment No. 9 dated March 16, 2000.*
  4.06     Indenture by and among UCP 99-1 LLC I and UCP 99-1 LLC II,
           as Issuers, UniCapital Operations Group, Inc., as Servicer,
           UniCapital Corporation, as Originator, and Norwest Bank
           Minnesota, National Association, as Indenture Trustee, dated
           as of August 1, 1999.*
 10.01     Employment Agreement between UniCapital Corporation and John
           L. Guadagno, effective as of August 2, 1999. +*
 10.02     Employment Agreement between UniCapital Corporation and
           Bruce E. Kropschot, effective as of May 20, 1998. +(7)
 10.03     Amended and Restated Employment Agreement between UniCapital
           Corporation and Martin Kalb, effective as of March 1,
           2000. +*
 10.04     Employment Agreement between UniCapital Corporation and
           Steven E. Hirsch, effective as of May 20, 1998. +(7)
 10.05     UniCapital Corporation 1997 Executive Non-Qualified Stock
           Option Plan. (1)
 10.06     Amended and Restated Employment Agreement between UniCapital
           Corporation and Edward A. Jaeckel, effective as of October
           1, 1999. +*
 10.07     UniCapital Corporation 1998 Long-Term Incentive Plan. +(1)
 10.08     UniCapital Corporation 1998 Non-Employee Directors' Stock
           Plan. +(1)
 10.09     UniCapital Corporation 1998 Employee Stock Purchase Plan.
           (1)
 10.10     Amended and Restated Employment Agreement between UniCapital
           Corporation and Robert J. New, effective as of March 1,
           2000. +*
 10.11     Amended and Restated Employment Agreement between UniCapital
           Corporation and Jonathan New, effective as of March 1,
           2000. +*
</TABLE>

                                       42
<PAGE>   44

<TABLE>
<CAPTION>
EXHIBIT
NUMBER     DESCRIPTION
-------    -----------
<C>        <S>
 10.12     Employment Agreement between UniCapital Corporation and
           Stuart L. Cauff, effective as of May 20, 1998. +(7)
 21.01     Subsidiaries.*
 23.01     Consent of PricewaterhouseCoopers LLP.*
 27.01     Financial Data Schedule.*
</TABLE>

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

+   Management contract or compensatory plan or arrangement.

*   Filed herewith.

(1) Incorporated by reference to exhibit with corresponding number filed with
    Amendment No. 1 to the registrant's Registration Statement on Form S-1 (File
    No. 333-46603), as filed with the Commission on April 3, 1998.

(2) Incorporated by reference to Exhibit 2.01 to the Company's Current Report on
    Form 8-K dated July 27, 1998 (File No. 001-13973).

(3) Incorporated by reference to Exhibit 2.02 to the Company's Current Report on
    Form 8-K dated July 27, 1998 (File No. 001-13973).

(4) Incorporated by reference to Exhibit 2.03 to the Company's Current Report on
    Form 8-K dated July 27, 1998 (File No. 001-13973).

(5) Incorporated by reference to Exhibit 2.04 to the Company's Current Report on
    Form 8-K dated July 27, 1998 (File No. 001-13973).

(6) Incorporated by reference to exhibit with corresponding number filed with
    the Company's Quarterly Report on Form 10-Q as filed with the Commission on
    August 14, 1998.

(7) Incorporated by reference to the exhibit with corresponding number filed
    with Amendment No. 1 to the Company's Registration Statement on Form S-1
    (File. No. 333-53779), as filed with the Commission on June 9, 1998.

(8) Incorporated by reference to exhibit with corresponding number filed with
    the Company's Annual Report on Form 10-K as filed with the Commission on
    March 31, 1999.

LOAN AND CREDIT AGREEMENTS

     The Company and certain of its subsidiaries have entered into the loan and
credit agreements listed below, the principal amount of each of which is less
than 10% of its assets on a consolidated basis. The Company has not filed copies
of such documents but undertakes to provide copies thereof to the Securities and
Exchange Commission supplementally upon request.

     (1) Master Loan and Security Agreement by and among UCP Warehouse SPE
         1999-2 LLC, UniCapital Corporation, UniCapital Operations Group, Inc.
         and Morgan Stanley Asset Funding, Inc. dated as of December 23, 1999

     (2) Credit agreement by and among UCP Engines, Inc., UCP Engines Trust,
         State Street Bank and Trust Company of Connecticut, National
         Association, Aircraft 22067 Trust and Aircraft 20527 Trust, as
         Borrowers, Lehman Commercial Paper, Inc., as Lender, Syndication Agent
         and Administrative Agent, Lehman Brothers Inc., as Arranger, and the
         Lenders party thereto, dated as of April 28, 1999, as amended by
         Amendment No. 1 dated October 29, 1999, as further amended by Amendment
         No. 2 dated

                                       43
<PAGE>   45

         November 5, 1999, as further amended by Amendment No. 3 dated November
         19, 1999.

     (3) Lease Receivables Purchase Agreement by and among Triple-A One Funding
         Corporation, as Purchaser, Key Corporate Capital, Inc., as Agent, Jacom
         Computer Services, Inc., Walden Asset Group, Inc., Varilease
         Corporation, Matrix Funding Corporation, American Capital Resources,
         Inc., Boulder Capital Group, Inc. and UniCapital Funding Corporation,
         as Sellers, and UniCapital Operations Group, Inc., as Collection Agent,
         dated as of October 28, 1999.

     (4) Participation Agreement by and among Aircraft 24497 Trust, Aircraft
         24451 Trust, Aircraft 24176 Trust, Aircraft 23983 Trust, Aircraft 23929
         Trust, Aircraft 23928 Trust, Aircraft 22689 Trust and Aircraft 22688
         Trust, as Borrowers, Aircraft 24497, Inc., Aircraft 24451, Inc.
         Aircraft 24176, Inc., Aircraft 23983, Inc., Aircraft 23929, Inc.,
         Aircraft 23928, Inc., Aircraft 22689, Inc. and Aircraft 22688, Inc., as
         Owner Participants, UniCapital Air Group, Inc., the Loan Participants a
         party thereto, the Head Lessees a party thereto, Wilmington Trust
         Company, as Trustee and The Chase Manhattan Bank, as Security Agent,
         dated as of December 20, 1999.

(B) CURRENT REPORTS ON FORM 8-K

     The Company did not file any Current Reports on Form 8-K during the quarter
ended December 31, 1999.

                                       44
<PAGE>   46

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Miami,
State of Florida on March 30, 2000.

                                          UNICAPITAL CORPORATION

                                          By: /s/ JONATHAN NEW
                                            ------------------------------------
                                              Jonathan New
                                              Chief Financial Officer

     Each person whose signature appears below hereby appoints Robert J. New and
Jonathan New and both of them, either of whom may act without the joinder of the
other, as such person's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
to this Annual Report on Form 10-K, and to file the same, with all exhibits
thereto and all other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents full power and authority to
perform each and every act and thing appropriate or necessary to be done, as
fully and for all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to de done by
virtue hereof.

     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 and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
            SIGNATURE                            CAPACITY                    DATE
            ---------                            --------                    ----
<C>                                 <S>                                 <C>
        /s/ ROBERT J. NEW           Chairman and Chief Executive        March 30, 2000
----------------------------------  Officer and a Director
          Robert J. New             (Principal Executive Officer)

         /s/ JONATHAN NEW           Chief Financial Officer             March 30, 2000
----------------------------------  (Principal Financial Officer)
           Jonathan New

       /s/ STUART L. CAUFF          Director                            March 30, 2000
----------------------------------
         Stuart L. Cauff

         /s/ SCOTT BROWN            Director                            March 30, 2000
----------------------------------
           Scott Brown

     /s/ JONATHAN J. LEDECKY        Director                            March 30, 2000
----------------------------------
       Jonathan J. Ledecky

      /s/ ANTHONY K. SHRIVER        Director                            March 30, 2000
----------------------------------
        Anthony K. Shriver
</TABLE>

                                       45
<PAGE>   47

                    UNICAPITAL CORPORATION AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S>                                                           <C>
Report of Independent Certified Public......................  F-2
Consolidated Balance Sheets.................................  F-3
Consolidated Statements of Operations.......................  F-4
Consolidated Statements of Stockholders' Equity.............  F-5
Consolidated Statements of Cash Flows.......................  F-6
Notes to Consolidated Financial Statements..................  F-8
</TABLE>

                                       F-1
<PAGE>   48

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and
  Stockholders of UniCapital Corporation

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of UniCapital
Corporation and its subsidiaries at December 31, 1999 and 1998, and the results
of their operations and their cash flows for the years ended December 31, 1999
and 1998 and the period from inception (October 9, 1997) to December 31, 1997,
in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

Ft. Lauderdale, Florida
February 3, 2000, except for Note 24,
as to which the date is March 28, 2000

                                       F-2
<PAGE>   49

                    UNICAPITAL CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 1999          1998
                                                              ----------    ----------
                                                               (DOLLARS IN THOUSANDS,
                                                                 EXCEPT SHARE DATA)
<S>                                                           <C>           <C>
                           ASSETS
Cash and cash equivalents...................................  $   25,849    $    9,772
Restricted cash.............................................     126,637            --
Accounts receivable, net....................................      60,870        41,717
Notes receivable............................................      45,097         9,647
Net investment in finance contracts.........................     856,527       373,383
Equipment under operating leases, net.......................   1,908,686       430,229
Equipment held for sale or lease............................     264,714        79,897
Investments.................................................      20,981        29,548
Property and equipment, net.................................      18,601         8,433
Goodwill, net of accumulated amortization of $28,752 and
  $10,119 respectively......................................     625,180       613,646
Income taxes receivable.....................................       5,872            --
Deposits and other assets...................................      45,567        73,251
                                                              ----------    ----------
     Total assets...........................................  $4,004,581    $1,669,523
                                                              ==========    ==========
            LIABILITIES AND STOCKHOLDERS' EQUITY
Recourse debt...............................................  $  455,900    $  196,279
Non-recourse and limited recourse debt......................   2,412,233       471,043
Accounts payable and accrued expenses.......................     115,210        84,967
Security and other deposits.................................      61,185        24,473
Income taxes payable........................................          --         6,353
Deferred income taxes.......................................      82,772        66,522
Other liabilities...........................................      14,988         2,598
                                                              ----------    ----------
     Total liabilities......................................   3,142,288       852,235
                                                              ----------    ----------
Commitments and contingencies (Notes 19 and 24).............          --            --
Minority interest...........................................      23,725            --
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, 20,000,000 shares
  authorized, no shares issued and outstanding..............          --            --
Common stock, $.001 par value, 200,000,000 shares
  authorized, 53,512,308 and 51,433,539 shares issued and
  outstanding, respectively.................................          53            51
Additional paid-in capital..................................     808,657       796,960
Stock subscription notes receivable.........................      (3,210)       (3,443)
Accumulated other comprehensive income......................         430         1,064
Retained earnings...........................................      32,638        22,656
                                                              ----------    ----------
     Total stockholders' equity.............................     838,568       817,288
                                                              ----------    ----------
     Total liabilities and stockholders' equity.............  $4,004,581    $1,669,523
                                                              ==========    ==========
</TABLE>

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

                                       F-3
<PAGE>   50

                    UNICAPITAL CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                          PERIOD FROM
                                            YEAR ENDED DECEMBER 31,        INCEPTION
                                            -----------------------    (OCTOBER 9, 1997)
                                               1999         1998      TO DECEMBER 31, 1997
                                            ----------   ----------   --------------------
                                              (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                         <C>          <C>          <C>
Income from finance contracts.............  $   70,133   $   30,027        $      --
Rental income from operating leases.......     244,868       68,003               --
Sales of equipment........................     478,381      360,256               --
Gain on sale of finance contracts.........      11,537       23,862               --
Fees, commissions and remarketing income..      30,820       17,300               --
Interest and other income.................      27,015        8,093               --
                                            ----------   ----------        ---------
     Total revenues.......................     862,754      507,541               --
                                            ----------   ----------        ---------
Cost of operating leases..................     112,928       27,841               --
Cost of equipment sold....................     428,094      314,994               --
Interest expense..........................     162,921       35,453               --
Selling, general and administrative
  expenses................................     112,128       63,347            2,137
Goodwill amortization.....................      18,633       10,119               --
                                            ----------   ----------        ---------
     Total expenses.......................     834,704      451,754            2,137
                                            ----------   ----------        ---------
Income (loss) from operations.............      28,050       55,787           (2,137)
Equity in income from minority-owned
  affiliates..............................          --        1,013               --
Minority interest.........................         529           --               --
                                            ----------   ----------        ---------
Income (loss) before taxes................      27,521       56,800           (2,137)
Provision for income taxes................      17,539       32,007               --
                                            ----------   ----------        ---------
       Net income (loss)..................  $    9,982   $   24,793        $  (2,137)
                                            ==========   ==========        =========
Earnings (loss) per common share, basic...  $     0.19   $     0.73        $   (1.62)
Earnings (loss) per common share,
  diluted.................................  $     0.19   $     0.72        $   (1.62)
Weighted average shares outstanding,
  basic...................................  52,664,830   33,841,448        1,319,063
Weighted average shares outstanding,
  diluted.................................  53,817,103   34,353,714        1,319,063
</TABLE>

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

                                       F-4
<PAGE>   51

                    UNICAPITAL CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                      STOCK        ACCUMULATED
                                      ADDITIONAL   SUBSCRIPTION       OTHER       RETAINED
                             COMMON    PAID-IN        NOTES       COMPREHENSIVE   EARNINGS    COMPREHENSIVE   TREASURY
                             STOCK     CAPITAL      RECEIVABLE       INCOME       (DEFICIT)      INCOME        STOCK      TOTAL
                             ------   ----------   ------------   -------------   ---------   -------------   --------   --------
                                                          (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<S>                          <C>      <C>          <C>            <C>             <C>         <C>             <C>        <C>
BALANCE AT INCEPTION
 (OCTOBER 9, 1997)........    $--      $     --      $    --         $   --        $    --       $    --       $  --     $     --
Issuance of 5,276,250
 shares of common stock
 ($2,133 of compensation
 expense recorded)........      5         2,537         (129)            --             --            --          --        2,413
Comprehensive income:
 Net loss.................     --            --           --             --         (2,137)      $(2,137)         --       (2,137)
                                                                                                 -------
   Total comprehensive
     income...............                                                                       $(2,137)
                              ---      --------      -------         ------        -------       =======       -----     --------
BALANCE AT DECEMBER 31,
 1997.....................      5         2,537         (129)            --         (2,137)           --          --          276
Issuance of 1,522,500
 shares of common stock
 ($15,248 of compensation
 expense recorded.........      2        20,367       (3,830)            --             --            --          --       16,539
Issuance of options
 ($2,060 of compensation
 expense recorded.........     --         2,060           --             --             --            --          --        2,060
Issuance of 28,000,000
 shares of common stock,
 net of underwriters
 discounts and offering
 costs....................     28       488,613           --             --             --            --          --      488,641
Issuance of 13,340,901
 shares of common stock to
 founding companies in
 connection with
 mergers..................     13       228,119           --             --             --            --          --      228,132
Issuance of 3,293,888
 shares of common stock
 for additional
 acquisitions.............      3        55,264           --             --             --            --          --       55,267
Payments received on stock
 subscription notes
 receivable...............     --            --          516             --             --            --          --          516
Comprehensive income:
 Net income...............     --            --           --             --         24,793       $24,793          --       24,793
 Other comprehensive
   income:
 Net unrealized gain on
   securities, net of
   deferred taxes of
   $653...................     --            --           --          1,064             --         1,064          --        1,064
                                                                                                 -------
   Total comprehensive
     income...............                                                                       $25,857
                              ---      --------      -------         ------        -------       =======       -----     --------
BALANCE AT DECEMBER 31,
 1998.....................     51       796,960       (3,443)         1,064         22,656            --          --      817,288
Issuance of 2,140,372
 shares of common stock in
 connection with earnouts
 for companies acquired in
 1998.....................      2        11,464           --             --             --            --         651       12,117
Cancellation of 36,633
 shares of common stock in
 connection with
 indemnification claims
 for companies acquired in
 1998.....................     --          (311)          --             --             --            --          --         (311)
Issuance of 125,030 shares
 of common stock in
 connection with employee
 stock purchase plan......     --           544           --             --             --            --          --          544
Repurchase of 150,000
 shares of common stock...     --            --           --             --             --            --        (651)        (651)
Payments received on stock
 subscription notes
 receivable...............     --            --          233             --             --            --          --          233
Comprehensive income:
Net income................     --            --           --             --          9,982       $ 9,982          --        9,982
Other comprehensive
 income:
Change in net unrealized
 gain on securities (net
 of deferred taxes of
 $566)....................     --            --           --           (924)            --          (924)         --         (924)
Foreign currency
 translation adjustment...     --            --           --            290             --           290          --          290
                                                                                                 -------
   Total comprehensive
     income...............                                                                       $ 9,348
                              ---      --------      -------         ------        -------       =======       -----     --------
BALANCE AT DECEMBER 31,
 1999.....................    $53      $808,657      $(3,210)        $  430        $32,638                     $  --     $838,568
                              ===      ========      =======         ======        =======                     =====     ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-5
<PAGE>   52

                    UNICAPITAL CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     YEAR ENDED                PERIOD FROM
                                                                    DECEMBER 31,                INCEPTION
                                                              -------------------------   (OCTOBER 9, 1997) TO
                                                                 1999          1998         DECEMBER 31, 1997
                                                              -----------   -----------   ---------------------
                                                                           (DOLLARS IN THOUSANDS)
<S>                                                           <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...........................................  $     9,982   $    24,793          $(2,137)
Adjustments to reconcile net income (loss) to net cash
  provided
  By (used in) operating activities:
  Depreciation and amortization.............................      141,561        43,864               --
  Deferred income tax expense...............................       16,250        22,123               --
  Provision for credit losses...............................        8,333           814               --
  Compensation expenses related to equity issuances.........           --        17,308            2,133
  Gain on sale of finance contracts.........................      (11,537)      (23,862)              --
  Gain on sales of equipment................................      (50,287)      (45,262)              --
  Gain on sale of equity interest in subsidiary.............       (8,969)
  Equity in income from minority-owned affiliates...........           --        (1,013)              --
  Minority interest.........................................          529            --               --
  Changes in other assets and liabilities:..................
    Restricted cash.........................................      (92,150)           --               --
    Accounts and notes receivable...........................      (54,603)      (36,686)              --
    Income taxes receivable.................................       (5,872)           --               --
    Deposits and other assets...............................       13,908       (21,165)            (601)
    Accounts payable and accrued expenses...................       47,016        12,732              355
    Security and other deposits.............................       36,712         4,724               --
    Income taxes payable....................................       (6,353)        2,187               --
    Other liabilities.......................................       12,390       (27,186)              --
                                                              -----------   -----------          -------
      Net cash provided by (used in) operating activities...       56,910       (26,629)            (250)
                                                              -----------   -----------          -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures........................................      (12,912)       (6,796)              --
Proceeds from sale of finance contracts.....................      319,188       350,205               --
Proceeds from sales of equipment............................      320,802       308,004               --
Proceeds from sale of equity interest in subsidiary.........       33,328            --               --
Collection of direct financing and sales-type leases, net of
  finance income earned.....................................      238,873       138,103               --
Investment in direct financing and sales-type leases and
  purchases of equipment for sale or lease..................   (2,831,442)   (1,107,834)              --
Cash paid for acquisitions, net of cash acquired............           --      (393,731)              --
Cash paid under earnout agreements for companies acquired in
  1998......................................................      (16,773)           --               --
Increase (decrease) in investments, net.....................        3,021        (9,325)              --
                                                              -----------   -----------          -------
      Net cash used in investing activities.................   (1,945,915)     (721,374)              --
                                                              -----------   -----------          -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from recourse debt.................................      957,519       543,884               --
Repayment of recourse debt..................................     (697,898)     (496,311)              --
Proceeds from non-recourse and limited recourse debt........    2,336,299       483,866               --
Repayment of non-recourse and limited recourse debt.........     (655,933)     (262,139)              --
Change in restricted cash...................................      (34,487)           --               --
Purchase of treasury stock..................................         (651)           --               --
Proceeds from issuance of common stock, net of offering
  costs
  of $11,439................................................           --       489,931              280
Repayment of subordinated debt assumed in acquisitions......           --        (2,002)              --
Proceeds received on subscription notes receivable..........          233           516               --
                                                              -----------   -----------          -------
      Net cash provided by financing activities.............    1,905,082       757,745              280
                                                              -----------   -----------          -------
Increase in cash and cash equivalents.......................       16,077         9,742               30
Cash and cash equivalents at beginning of period............        9,772            30               --
                                                              -----------   -----------          -------
Cash and cash equivalents at end of period..................  $    25,849   $     9,772          $    30
                                                              ===========   ===========          =======
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-6
<PAGE>   53

                    UNICAPITAL CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                      YEAR ENDED            PERIOD FROM
                                                     DECEMBER 31,            INCEPTION
                                                  ------------------   (OCTOBER 9, 1997) TO
                                                    1999      1998       DECEMBER 31, 1997
                                                  --------   -------   ---------------------
                                                            (DOLLARS IN THOUSANDS)
<S>                                               <C>        <C>       <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
  Cash paid for interest........................  $139,068   $28,709           $ --
                                                  ========   =======           ====
  Cash paid for income taxes....................  $ 13,513   $ 5,422           $ --
                                                  ========   =======           ====
Supplemental disclosure of cash flow information
  for non-cash items:
  Stock subscription notes receivable received
     as consideration for issuance of common
     stock......................................  $     --   $ 3,830           $129
                                                  ========   =======           ====
  Debt assumed by buyers as consideration on
     sales of equipment.........................  $ 53,254   $    --           $ --
                                                  ========   =======           ====
  Notes received as partial consideration on
     sales of aircraft and aircraft engines.....  $ 23,461   $11,492           $ --
                                                  ========   =======           ====
  Debt assumed in connection with the
     acquisition of aircraft and aircraft
     engines....................................  $314,078   $39,558           $ --
                                                  ========   =======           ====
  Equipment received in exchange for investment
     in minority-owned affiliate in nonmonetary
     transaction................................  $  5,546   $    --           $ --
                                                  ========   =======           ====
  Common stock issued in connection with
     earnouts for companies acquired in 1998....  $ 12,117   $    --           $ --
                                                  ========   =======           ====
</TABLE>

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

                                       F-7
<PAGE>   54

                    UNICAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--ORGANIZATION AND NATURE OF BUSINESS

     UniCapital Corporation, incorporated in Delaware, was founded in October
1997 to create a national operator and integrator of equipment leasing,
specialty finance and related businesses serving the commercial market.
UniCapital Corporation acquired twelve equipment leasing, specialty finance and
related businesses (the "Founding Companies") upon consummation of an initial
public offering (the "Offering") of its common stock ("Common Stock") in May
1998. Subsequent to the Offering, UniCapital Corporation acquired, through
merger or purchase, five additional companies, continuing the expansion of its
national operations. UniCapital Corporation, the Founding Companies and the
subsequently acquired companies are referred to collectively as the "Company".

     The Company originates, acquires, sells and services equipment leases and
arranges structured financing in the computer and telecommunications equipment,
large ticket and structured finance, middle market and small ticket areas of the
equipment leasing industry. In addition, the Company provides lease
administration and processing services, which include the servicing of certain
leases sold to third parties. The Company's leases and structured financing
arrangements cover a broad range of equipment, including aircraft, aircraft
engines and aircraft equipment, computer and telecommunications equipment,
construction and manufacturing equipment, office equipment, tractor trailers,
printing equipment, car washes, petroleum retail equipment and vending machines.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

  BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of UniCapital
Corporation and its wholly owned subsidiaries, its majority-owned subsidiaries,
as well as the results of operations of the Company's investments accounted for
under the equity method. The minority interest related to consolidated
majority-owned subsidiaries has been reported as minority interest in the
Company's Consolidated Balance Sheets and the earnings related to the outside
interests have been reported as minority interest in the Company's Consolidated
Statements of Operations. All significant intercompany accounts and transactions
have been eliminated in consolidation. The consolidated financial statements
have been prepared in accordance with generally accepted accounting principles.

  USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. While management believes that the estimates and related
assumptions used in the preparation of these financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made in the assessment of collectibility of receivables and finance contracts,
recovery of estimated unguaranteed residual values of

                                       F-8
<PAGE>   55

leased equipment, depreciable lives, impairment of goodwill and other intangible
assets, and the related estimated lives of such assets, and estimates of
expected maintenance and overhaul costs in connection with certain leases of
aircraft.

  COMPREHENSIVE INCOME

     In 1998, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income". Other
comprehensive income refers to revenue, expenses, gains and losses that are not
included in net income, but rather are recorded directly in stockholders'
equity. The Company has elected to present other comprehensive income in the
Consolidated Statements of Stockholders' Equity, with the accumulated balance of
other comprehensive income reported as a separate component of stockholders'
equity in the Consolidated Balance Sheets.

  CASH AND CASH EQUIVALENTS

     The Company classifies highly liquid investments with original maturities
of three months or less from the date of purchase as cash equivalents.

  FINANCE CONTRACTS

     Net investment in finance contracts principally includes direct finance
leases and sales-type leases. Direct finance leases include gross rentals
receivable, estimates of unguaranteed equipment residual values and unamortized
initial direct costs less the unamortized portion of unearned finance income,
and is reflected net of the allowance for credit losses. Unearned finance income
represents the excess of the gross rentals receivable plus the estimated
unguaranteed equipment residual value over the cost of the equipment acquired.
Initial direct costs are capitalized and amortized over the lease term under the
interest method.

     Revenue from direct finance leases is recognized over the lease term under
the interest method which results in a level rate of return on the net
investment in the lease.

     Sales-type leases include gross rentals receivable and estimates of
unguaranteed equipment residual values less unearned finance income, and is
reflected net of the allowance for credit losses. Unearned finance income
represents the excess of the gross rentals receivable plus the estimated
unguaranteed equipment residual value over the present value of these two
components.

     Revenue under sales-type leases consists of the present value of the total
contractual lease payments which is recognized at lease inception. Cost
recognized at lease inception consists of the equipment's net book value at
lease inception, less the present value of the equipment's estimated
unguaranteed equipment residual value, and related initial direct costs.
Unearned finance income is recognized as revenue over the term of the lease
under the interest method.

  OPERATING LEASES

     Equipment under operating leases is recorded at cost and depreciated on a
straight-line basis over the equipment's estimated useful life to its estimated
salvage value. Generally, aircraft, aircraft engines and aircraft equipment are
depreciated over estimated useful lives of 30 years from the date of manufacture
to a 15% estimated salvage value. Technology

                                       F-9
<PAGE>   56

equipment is generally depreciated over an estimated useful life of 3 to 7
years. In estimating the equipment's salvage value for all types of equipment,
the Company relies on historical experience by equipment type and manufacturer
and, where available, valuations by independent appraisers, adjusted for known
trends. The Company's estimates are reviewed continuously to ensure continued
appropriateness; however, the amounts the Company will ultimately realize could
differ from those estimates.

     Revenue under operating leases is recognized as rental income on a
straight-line basis over the lease term. In addition, certain contingent rental
payments based on measures of usage of certain types of equipment are recognized
as rental income as received. Costs of operating leases include principally
depreciation of the leased equipment.

  EQUIPMENT HELD FOR SALE OR LEASE

     Equipment held for sale or lease includes equipment purchased for lease and
equipment off-lease and is stated at the lower of cost or market.

  ALLOWANCE FOR CREDIT LOSSES

     The allowance for credit losses represents management's estimate of
potential losses inherent in the existing lease portfolio. The allowance for
credit losses is increased by the provision for credit losses charged to expense
and reduced by credit exposures charged off, net of recoveries. The provision
for credit losses is determined based on management's assessment of several
factors including, but not limited to, current and anticipated economic
conditions and the related impact on specific lessees and industry groups,
collateral values and credit quality indicators, historical credit loss
experience, reviews and evaluations of specific credit exposures and changes in
the nature and volume of the lease portfolio. In evaluating the adequacy of the
allowance, management makes certain estimates and assumptions which are
susceptible to change in the near term. While management uses available
information to recognize credit losses, future additions to the allowance may be
necessary based on changes in economic conditions.

  IMPAIRMENT OF LONG-LIVED ASSETS

     In accordance with Statement of Financial Accounting Standards No. 121,
("SFAS 121") "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of", the recognition of an impairment loss for
an asset held for use is required when the estimate of undiscounted future cash
flows expected to be generated by the asset is less than its carrying amount.
Measurement of an impairment loss is to be recognized based on the fair value of
the asset. Fair value reflects the underlying economic value of the asset, 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 assets simultaneously
or to dispose of assets quickly. The fair value of the assets is based on
independent valuations of the assets and/or estimates of discounted future cash
flows. SFAS 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-10
<PAGE>   57

  INVESTMENTS

     All investments in securities are classified as available-for-sale in
accordance with Statement of Financial Accounting Standards No. 115 ("SFAS
115"), "Accounting for Certain Investments in Debt and Equity Securities".
Available-for-sale securities are recorded at fair value with unrealized holding
gains or losses, net of the related tax effects, reported as a component of
accumulated other comprehensive income in a separate component of stockholders'
equity. Realized gains and losses from the sale of available-for-sale securities
are determined on a specific identification basis and included in the
Consolidated Statements of Operations.

  DERIVATIVES

     Derivative financial instruments, as defined in Statement of Financial
Accounting Standards No. 119, "Disclosure about Derivative Financial Instruments
and Fair Value of Financial Instruments", used by the Company primarily include
interest rate swaps. These derivative financial instruments are used as hedges
on specific transactions to synthetically alter the repricing characteristics of
the related assets and liabilities. Risks arise from the use of such instruments
from the possible inability of the counterparties to meet the terms of their
contracts and from market movements in values and interest rates. Management
believes, however, that the potential losses from such risks related to
derivative instruments held at December 31, 1999 are not significant.

     In accounting for interest rate swaps, the net differential to be paid or
received on the interest rate swap is recognized as a yield adjustment to the
related asset or liability over the life of the swap agreement. If the related
asset or liability is disposed of, the swap agreement is marked to market.
Thereafter, the interest rate swap is accounted for in the consolidated
financial statements at its fair value with any unrealized gains and losses
recognized in the period incurred. If the interest rate swap agreement is
terminated, the gain or loss is deferred and amortized over the remaining life
of the related asset or liability.

  PROPERTY AND EQUIPMENT

     Property and equipment are stated at cost less accumulated depreciation.
Depreciation on property and equipment is recognized on a straight-line basis
over the estimated useful lives of the assets which generally range from 3 to 7
years.

  GOODWILL

     Goodwill represents the excess of purchase price over fair value of
identifiable tangible and intangible assets and liabilities acquired.
Amortization of goodwill is recognized on a straight-line basis over the
expected periods to be benefited, generally 15 to 40 years. The Company
periodically reviews goodwill for impairment whenever events or changes in
circumstances indicate that it may not be recoverable. In such an event,
goodwill in excess of expected operating cash flows would be considered to be
impaired and would be written down to fair value, determined based on discounted
future cash flows. There was no impairment at December 31, 1999 or 1998.

                                      F-11
<PAGE>   58

  INCOME TAXES

     Income taxes are accounted for using the asset and liability method under
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes". Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred 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 tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Valuation allowances are provided, where necessary, to reduce
deferred taxes to the amount expected to be realized.

  TRANSFERS OF FINANCE CONTRACTS

     The Company accounts for transfers of finance contracts in accordance with
Statement of Financial Accounting Standards No. 125 ("SFAS 125"), "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities." Under SFAS 125, upon a transfer of financial assets, the Company
recognizes the financial and servicing assets it controls and the liabilities it
has incurred, derecognizes financial assets when control has been surrendered
and derecognizes liabilities when extinguished. In addition, the Company
initially measures retained interests in the transferred assets by allocating
the finance contracts carrying amount to interests retained and sold based on
relative fair values at the date of transfer.

     Retained interests in certain cash flows acquired in connection with a
transfer of lease receivables, if any, are initially recorded based upon the
relative fair value approach noted above and are subsequently accounted for as
available-for-sale securities in accordance with SFAS 115.

  EARNINGS PER COMMON SHARE

     Earnings per share is calculated in accordance with Statement of Financial
Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share". SFAS 128
requires a dual presentation of basic and diluted earnings per share.

     Basic earnings per share is computed by dividing net income available to
common stockholders by the weighted average number of common shares outstanding
for the period. This calculation excludes any potential dilution from securities
or other contracts to issue common stock.

     Diluted earnings per share reflects the potential dilution that could occur
if securities or other contracts to issue common stock were exercised or
converted into common stock. Diluted earnings per share is calculated as net
income available to common stockholders divided by the weighted average of
common shares outstanding for the period plus the effect of dilutive shares as
determined using the treasury stock method.

  STOCK OPTIONS

     Statement of Financial Accounting Standards No. 123 ("SFAS 123"),
"Accounting for Stock Based Compensation", allows entities to choose between a
fair value based method of accounting for employee stock options or similar
equity instruments and the intrinsic value

                                      F-12
<PAGE>   59

based method of accounting prescribed by Accounting Principles Board Opinion No.
25 ("APB No. 25"), "Accounting for Stock Issued to Employees". Entities electing
to account for employee stock options or similar equity instruments under APB
No. 25 must make pro forma disclosures of net income and earnings per share as
if the fair value method of accounting under SFAS 123 had been applied. The
Company has elected to apply the provisions of APB No. 25 in the preparation of
its consolidated financial statements and provide pro forma disclosure of net
income and earnings per share as required under SFAS 123 in the notes to the
consolidated financial statements.

  FAIR VALUE OF FINANCIAL INSTRUMENTS

     Statement of Financial Accounting Standards No. 107, "Disclosures About
Fair Values of Financial Instruments", requires disclosure of the fair value of
financial instruments, both assets and liabilities recognized and not recognized
on the balance sheet, for which it is practicable to estimate fair value. The
differences between the carrying values and the fair values of the Company's
financial instruments at December 31, 1999 and 1998 were not significant due to
their short-term maturity and variable-interest rate characteristics.

  CONCENTRATION OF CREDIT RISK

     A substantial portion of the Company's leases are concentrated in certain
industries, including the commercial aircraft, technology and telecommunications
industries. To the extent that the economic or regulatory conditions prevalent
in such industries change, the lessees' ability to honor their lease obligations
may be adversely impacted. Such risk is mitigated, in part, through the
Company's deposit and collateral requirements under lease arrangements and its
continuous monitoring of exposure to credit losses.

     Our leases are collateralized by the equipment as well as, in some cases, a
personal guarantee provided by the principal of the lessee. We manage credit
risk through diversifying our customer base, geographic location of lessees and
the type of business equipment leased. We believe that prepayment risks are
mitigated by the non-cancelable nature of the majority of our leases.

  RECLASSIFICATIONS

     Certain reclassifications have been made to prior year amounts to conform
to the current presentation.

NOTE 3--ACQUISITIONS

     During 1999, the Company acquired, through its wholly-owned subsidiary
UniCapital Air Group, Inc., the equity interest in a portfolio of 36 commercial
aircraft, with an appraised fair value of approximately $1.32 billion, from GE
Capital Aviation Services, Inc., a division of General Electric Capital
Corporation. The acquisition closed simultaneously with a securitization,
entitled Aircraft Finance Trust, which provided non-recourse financing.

     During 1998, UniCapital Corporation acquired twelve equipment leasing,
specialty finance and related businesses in connection with the Offering, and
subsequent to the Offering, acquired five additional companies continuing the
expansion of its national operations. Each of these acquisitions has been
accounted for using the purchase method of accounting. Under

                                      F-13
<PAGE>   60

the purchase method of accounting, the results of operations of acquired
businesses are included in the Company's results from their respective
acquisition dates, with unaudited pro forma financial information presented in
the notes to the consolidated financial statements to reflect the pro forma
results of operations as if the acquisitions had occurred at the beginning of
the period (see Note 4). The purchase price of each acquisition has been
allocated to the fair values of identifiable tangible and intangible assets and
liabilities acquired, with the excess unallocated purchase price recorded as
goodwill.

     The following table presents the aggregate consideration paid in connection
with the Company's acquisitions during 1998:

<TABLE>
<CAPTION>
                                               SHARES OF    VALUE OF                                   GOODWILL
                                                 COMMON      COMMON        TOTAL         DATE OF     AMORTIZATION
                                       CASH      STOCK       STOCK     CONSIDERATION   ACQUISITION      PERIOD
                                      ------   ----------   --------   -------------   -----------   ------------
                                             (IN MILLIONS, EXCEPT SHARE DATA)                         (IN YEARS)
<S>                                   <C>      <C>          <C>        <C>             <C>           <C>
BIG TICKET GROUP:
  Cauff Lippman Aviation, Inc.......  $ 51.5    1,684,210    $ 28.8       $ 80.3         5/20/98          40
  Jumbo Jet (and related
    entities).......................    15.4           --        --         15.4         6/30/98          40
  The NSJ Group, Inc................    16.0      561,978       9.6         25.6         5/20/98          40
  United States Turbine Engine
    Corp............................    50.0    2,739,726      46.0         96.0         7/27/98          20
TECHNOLOGY AND FINANCE GROUP:
  American Capital Resources, Inc...    20.4    1,071,051      18.3         38.7         5/20/98          40
  Jacom Computer Services, Inc......   128.0    3,368,368      57.6        185.6         5/20/98          40
  Matrix Funding Corporation........    19.4    1,035,811      17.7         37.1         5/20/98          40
  Municipal Capital Markets Group,
    Inc.............................     7.0      370,656       6.3         13.3         5/20/98          20
  Varilease Corporation.............    36.8    1,934,371      33.1         69.9         5/20/98          40
  The Walden Asset Group, Inc.......    21.0    1,105,182      18.9         39.9         5/20/98          40
BUSINESS CREDIT GROUP:
  Boulder Capital Group, Inc........     7.1      371,053       6.3         13.4         5/20/98          40
  HLC Financial, Inc................     4.3      224,096       3.8          8.1         7/28/98          40
  K.L.C., Inc. (d/b/a Keystone).....    27.9    1,468,420      25.1         53.0         5/20/98          40
  Merrimac Financial Associates.....      --      178,750       3.1          3.1         5/20/98          40
  The Myerson Companies, Inc. (d/b/a
    BSB Leasing)....................     3.1      167,740       2.9          6.0          8/7/98          40
  Saddleback Financial
    Corporation.....................     3.0      162,326       2.7          5.7         7/28/98          40
CORPORATE DIVISION:
  Portfolio Financial Servicing
    Company, L.P....................      --      191,051       3.2          3.2         5/19/98          15
                                      ------   ----------    ------       ------
                                      $410.9   16,634,789    $283.4       $694.3
                                      ======   ==========    ======       ======
</TABLE>

     In addition to the consideration presented in the table above, the selling
shareholders of each acquired company, excluding Portfolio Financial Servicing
Company, L.P. and Jumbo Jet (and related entities), may, pursuant to certain
earnout arrangements, receive additional consideration based on targeted levels
of earnings. The earnout arrangements are generally effective for a two year
period, except for Cauff Lippman Aviation, Inc., The NSJ Group, Inc., Boulder
Capital Group, Inc., Saddleback Financial Corporation and HLC Financial, Inc.,
which will be effective over a three year period. Contingent consideration, if
earned, will be paid in a combination of cash and the Company's Common Stock and
recorded as additional purchase price. In 1999, the Company paid $19.6 million
in contingent consideration for 1998, $12.0 million in cash and $7.6 million in
Common Stock pursuant to the earnout provisions of various acquisition
agreements entered into in 1998. The Company also paid, in 1999,

                                      F-14
<PAGE>   61

$9.3 million in contingent consideration for 1999, $4.8 million in cash and $4.5
million in Common Stock pursuant to the earnout provisions of various
acquisition agreements entered into in 1998. As of December 31, 1999, the
Company estimated that certain of the acquired companies had earned, in the
aggregate, approximately $22.8 million in contingent consideration for the year
ended December 31, 1999 to be paid in a combination of $13.2 million in cash and
$9.6 million in Common Stock pursuant to the earnout provisions of various
acquisition agreements entered into in 1998. The determination of diluted
earnings per share for the year ended December 31, 1999 includes the dilutive
effect of the contingent shares expected to be issued pursuant to the earnout
arrangements.

     The following table presents the fair value of assets acquired, fair value
of liabilities assumed, Common Stock issued and the net cash paid, in the
aggregate, for acquisitions in 1998 (in thousands):

<TABLE>
<S>                                                          <C>
Fair value of assets acquired..............................  $1,312,949
Fair value of liabilities assumed..........................    (618,616)
Common stock issued........................................    (283,399)
                                                             ----------
Cash paid for acquisitions.................................     410,934
Cash and cash equivalents acquired.........................     (17,203)
                                                             ----------
     Total cash paid for acquisitions, net of cash
       acquired............................................  $  393,731
                                                             ==========
</TABLE>

     Following is management's brief description of each company acquired during
1998:

  Big Ticket Division:

     Cauff Lippman Aviation, Inc. provides operating lease financing for used
commercial jet aircraft and jet aircraft engines, as well as brokering, advisory
and remarketing services to domestic and foreign commercial airlines, aircraft
lessors and institutional investors and engages in the purchase and sale of
aircraft for its own account.

     Jumbo Jet (which includes Jumbo Jet Leasing LP, Jumbo Jet, Inc., CL
Aircraft Marketing LP and CL Aircraft Marketing, Inc.) provides lease financing
for the acquisition of used commercial aircraft.

     The NSJ Group, Inc. provides lease financing for used commercial jet
aircraft and jet aircraft engines to domestic and foreign commercial airlines
and engages in the purchase and sale of aircraft for its own account.

     UniCapital Aircraft Engine Group, Inc., formerly known as United States
Turbine Engine Corp., purchases, manages the refurbishment process, sells and
leases commercial aircraft engines and provides a broad range of engine
management services to airlines, financial institutions and other lessors.

  Technology and Finance Group:

     American Capital Resources, Inc. provides lease and secured financing for
equipment, primarily printing presses, to companies in the printing, packaging
and paper converting industries.

     Jacom Computer Services, Inc. provides lease financing for computer and
telecommunications equipment to large and middle market companies, including
financial institutions, throughout the United States.

                                      F-15
<PAGE>   62

     Matrix Funding Corporation provides lease financing for a variety of
equipment, primarily computer, communication and electronic equipment, to
companies throughout the United States.

     UniCapital Securities Corp., formerly known as Municipal Capital Markets
Group, Inc., arranges structured financing, primarily for community-based mental
health/mental retardation facilities and correctional facilities.

     Varilease Corporation provides lease financing for computer and
telecommunications equipment to Fortune 1000 companies and other businesses
throughout the United States and Canada.

     The Walden Asset Group, Inc. provides lease financing for a variety of
equipment, including communications, computer and manufacturing equipment, to
Fortune 500 and other businesses throughout the United States.

  Business Credit Group:

     Boulder Capital Group, Inc. provides lease financing for petroleum retail
equipment, including car washes, fuel dispensers and convenience store operating
equipment, to petroleum retail businesses.

     HLC Financial, Inc. provides lease financing primarily for computer systems
and related office technology equipment to customers in the automobile
dealership and hospitality industries.

     K.L.C., Inc., d/b/a Keystone, provides lease financing for a variety of
equipment, primarily tractor trailers, embroidery machines and construction
equipment, to companies throughout the United States.

     Merrimac Financial Associates, Inc. provides equipment financing to
operating companies engaged in the coin-operated, vending, amusement and coffee
service businesses.

     Myerson Companies, Inc., d/b/a/ BSB Leasing, provides equipment lease
financing to small to medium size companies throughout the United States.

     Saddleback Financial Corporation provides lease and equipment acquisition
financing for a variety of equipment utilized in various industries, including
computers, machine tools, printing, video, automotive diagnostic and electronic
equipment.

  Corporate Division:

     UniCapital Operations Group, Inc., formerly known as Portfolio Financial
Servicing Company, L.P., provides lease administration and processing services,
including lease accounting for both financial reporting and federal income tax
purposes, lien searches, UCC filings, asset tracking, insurance tracking,
preparation of sales, use and property tax returns, invoicing and collections.

NOTE 4--UNAUDITED PRO FORMA FINANCIAL INFORMATION

     The unaudited pro forma financial information for the year ended December
31, 1998 includes the results of UniCapital Corporation combined with the
Founding Companies and subsequent acquisitions as if all acquisitions had
occurred at January 1, 1998. This unaudited

                                      F-16
<PAGE>   63

pro forma financial information includes the effects of (a) the acquisition of
the Founding Companies; (b) the Offering; (c) the subsequent acquisitions; (d)
certain reductions in salaries, bonuses and benefits to the stockholders and
managers of the Founding Companies and the subsequent acquisitions to which they
have contractually agreed prospectively; (e) amortization of goodwill; (f) the
incremental provision for federal and state income taxes assuming all entities
were subject to corporate federal and state income taxes; and (g) the
incremental costs of being a public company.

     The unaudited pro forma financial information may not be comparable to and
may not be indicative of the Company's results of operations subsequent to the
acquisitions because the Founding Companies and the subsequent acquisitions were
not under common control or management and had different tax and capital
structures during the periods presented.

<TABLE>
<CAPTION>
                                               YEAR ENDED DECEMBER 31, 1998
                                             ---------------------------------
                                             (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                          <C>
Total revenues.............................              $672,081
Income before taxes........................              $100,413
Net income.................................              $ 55,372
Earnings per common share, basic...........              $   1.10
Earnings per common share, diluted.........              $   1.08
</TABLE>

NOTE 5--FINANCE CONTRACTS

     The Company's balance of net investment in finance contracts was comprised
of the following components at December 31, 1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                                 ----------------------
                                                    1999         1998
                                                 ----------    --------
<S>                                              <C>           <C>
Future minimum lease rentals receivable........  $1,029,195    $369,249
Estimated unguaranteed residual values.........     128,824      64,804
Initial direct costs...........................      15,804       3,438
Unearned finance income........................    (310,184)    (59,540)
Allowance for credit losses....................      (7,112)     (4,568)
                                                 ----------    --------
Net investment in finance contracts............  $  856,527    $373,383
                                                 ==========    ========
</TABLE>

     At December 31, 1999 future scheduled minimum lease rentals receivable on
direct financing and sales-type leases were as follows (in thousands):

<TABLE>
<S>                                                          <C>
2000.......................................................  $  284,797
2001.......................................................     253,061
2002.......................................................     162,824
2003.......................................................      96,230
2004.......................................................      56,554
Thereafter.................................................     175,729
                                                             ----------
     Total.................................................  $1,029,195
                                                             ==========
</TABLE>

                                      F-17
<PAGE>   64

     The following table sets forth the Company's allowance for credit losses on
finance contracts receivables for the years ended December 31, 1999 and 1998 (in
thousands):

<TABLE>
<S>                                                           <C>
Balance at December 31, 1997................................  $    --
Allowances related to leases acquired through business
  combinations..............................................    5,371
Provision for credit losses.................................      814
Charge-offs, net of recoveries..............................   (1,617)
                                                              -------
Balance at December 31, 1998................................  $ 4,568
Provision for credit losses.................................    8,333
Charge-offs, net of recoveries..............................   (5,789)
                                                              -------
Balance at December 31, 1999................................  $ 7,112
                                                              =======
</TABLE>

NOTE 6--EQUIPMENT UNDER OPERATING LEASES

     The cost and accumulated depreciation of equipment under operating leases
at December 31, 1999 and 1998 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                                 ----------------------
                                                    1999         1998
                                                 ----------    --------
<S>                                              <C>           <C>
Aircraft.......................................  $1,826,342    $364,851
Aircraft engines...............................      34,636       6,500
Technology.....................................     152,005      81,748
Other..........................................       4,167       1,071
                                                 ----------    --------
                                                  2,017,150     454,170
Accumulated depreciation.......................    (108,464)    (23,941)
                                                 ----------    --------
                                                 $1,908,686    $430,229
                                                 ==========    ========
</TABLE>

     At December 31, 1999, future scheduled minimum lease contract payments to
be received under operating leases were as follows (in thousands):

<TABLE>
<S>                                                           <C>
2000........................................................  $245,826
2001........................................................   206,572
2002........................................................   161,194
2003........................................................   117,099
2004........................................................    70,640
Thereafter..................................................    82,031
                                                              --------
     Total..................................................  $883,362
                                                              ========
</TABLE>

     Included in income for the years ended December 31, 1999 and 1998 was $17.6
and $13.3 million of contingent rentals, respectively. Depreciation expense
related to equipment under operating leases recorded during the years ended
December 31, 1999 and 1998 was $100.4 million and $23.9 million, respectively.

                                      F-18
<PAGE>   65

NOTE 7--EQUIPMENT HELD FOR SALE OR LEASE

     The following is a summary of equipment held for sale or lease at December
31, 1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
                                                       DECEMBER 31,
                                                    -------------------
                                                      1999       1998
                                                    --------    -------
<S>                                                 <C>         <C>
Aircraft..........................................  $101,034    $14,438
Aircraft engines..................................    80,780     26,310
Technology........................................    76,839     32,637
Other.............................................     6,235      6,614
                                                    --------    -------
                                                     264,888     79,999
Accumulated depreciation..........................      (174)      (102)
                                                    --------    -------
                                                    $264,714    $79,897
                                                    ========    =======
</TABLE>

     Depreciation expense related to equipment held for sale or lease recorded
during the years ended December 31, 1999 and 1998 was $.07 million and $.1
million respectively.

NOTE 8--INVESTMENTS

     The following is a summary of investments at December 31, 1999 and 1998 (in
thousands):

<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                                     ------------------
                                                      1999       1998
                                                     -------    -------
<S>                                                  <C>        <C>
Available-for-sale securities......................  $16,801    $16,058
Investment in joint ventures and minority-owned
  affiliates.......................................    4,180     13,490
                                                     -------    -------
     Total.........................................  $20,981    $29,548
                                                     =======    =======
</TABLE>

                                      F-19
<PAGE>   66

  Available-for-sale Securities

     The following is a summary of available-for-sale securities held at
December 31, 1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
                                             GROSS        GROSS
                                           UNREALIZED   UNREALIZED    FAIR
                                  COST       GAINS        LOSSES      VALUE    EXPECTED MATURITY
             1999                -------   ----------   ----------   -------   -----------------
<S>                              <C>       <C>          <C>          <C>       <C>
Retained Interests (Note 11)...  $16,138     $  226        $ --      $16,364   November 1, 2001
                                                                                to July 1, 2009
Municipal debt securities......      142         --          --          142    July 1, 2000 to
                                                                                 July 1, 2001
Equity securities, with no
  Maturity.....................      295         --          --          295
                                 -------     ------        ----      -------
                                 $16,575     $  226        $ --      $16,801
                                 =======     ======        ====      =======
1998

Retained Interests (Note 11)...  $11,189     $1,452        $ --      $12,641  January 1, 1999 to
                                                                               December 31, 2008
Municipal debt securities......    1,898        163          --        2,061   December 31, 2023
Equity securities, with no
  Maturity.....................    1,254        129         (27)       1,356
                                 -------     ------        ----      -------
                                 $14,341     $1,744        $(27)     $16,058
                                 =======     ======        ====      =======
</TABLE>

     Sales of available-for-sale securities were not significant for the year
ended December 31, 1999. There were no sales of available-for-sale securities
for the year ended December 31, 1998.

  Investment in Joint Ventures and Minority-owned Affiliates

     Joint ventures and minority-owned affiliates represent companies in the
same line of business as the Company and are accounted for under the equity
method.

NOTE 9--PROPERTY AND EQUIPMENT

     The following is a summary of property and equipment at December 31, 1999
and 1998 (in thousands):

<TABLE>
<CAPTION>
                                                    DECEMBER 31,
                                                  -----------------    ESTIMATED
                                                   1999       1998       LIFE
                                                  -------    ------    ---------
<S>                                               <C>        <C>       <C>
Furniture and fixtures..........................  $ 4,071    $2,718      7 years
Computer and office equipment...................   13,422     4,389    3-5 years
Leasehold improvements and other................    5,010     2,234    3-5 years
                                                  -------    ------
                                                   22,503     9,341
Accumulated depreciation........................   (3,902)     (908)
                                                  -------    ------
                                                  $18,601    $8,433
                                                  =======    ======
</TABLE>

     Depreciation expense related to property and equipment recorded during the
years ended December 31, 1999 and 1998 was $3.2 million and $0.9 million
respectively.

                                      F-20
<PAGE>   67

NOTE 10--DEBT

  Credit Facilities

     We have in place a series of credit facilities (the "Senior Credit
Facilities") which consist of the following: (i) a $300.0 million recourse
Corporate Revolving Credit Facility primarily to finance working capital needs
(the "Revolving Facility"); (ii) two asset-backed commercial paper facilities
totaling $400.0 million to finance small ticket and middle market leases,
consisting of a limited recourse Equipment Lease Receivable Purchase Facility
(the "Purchase Facility") and a recourse Equipment Lease Receivable Financing
Facility (the "Financing Facility"), (iii) a $200.0 million limited recourse
Warehouse Facility to finance small ticket and middle market leases ("Warehouse
Facility"); and (iv) a $400.0 million non-recourse Special Purpose Entity Large
Ticket Warehouse Facility primarily to finance the purchase and leasing of
aircraft and aircraft engines (the "Aircraft Facility"). As discussed in Note
11, the transfer of finance contracts into the Purchase Facility may be treated
as a sale under the provisions of SFAS 125 provided certain criteria are met
and, accordingly, may not be recorded as debt. Management expects to renew or
extend these facilities upon expiration.

     Substantially all of the Company's assets, including receivables under
finance contracts and equipment under operating leases, are pledged against the
Company's obligations under the credit facilities discussed above. In addition,
the credit facilities contain covenants, including, but not limited to,
limitations on liens, investments, dividends and other restricted payments,
incurrence of recourse indebtedness, transactions with affiliates and
acquisitions, as well as various financial covenants customary for transactions
of this type, including ratios of recourse and limited recourse debt to tangible
net worth, cash flow to interest and rents, and maintenance at all times of a
defined minimum tangible net worth. The amount of dividends that the Company may
declare must be approved by the financial institution providing certain of the
Senior Credit Facilities. The Company was in compliance with the covenants under
these facilities at December 31, 1999.

  Other Debt

     The Company, from time to time, obtains non-recourse and limited recourse
debt financing for the acquisition of equipment from various third parties in
which the underlying equipment serves as collateral for the debt. At December
31, 1999 and 1998, the Company's balance of non-recourse and limited recourse
debt under such arrangements included debt related to the acquisition of
aircraft and aircraft engines.

     Included in these amounts are five classes of asset backed notes issued in
a private placement offering by Aircraft Finance Trust, a majority-owned
consolidated subsidiary. The Class A-1 notes have an interest rate of LIBOR +
0.48%, the Class A-2 notes have an interest rate of LIBOR + 0.50%, the Class B
notes have an interest rate of LIBOR + 1.15%, the Class C notes have an interest
rate of 8.0% and the Class D notes have an interest rate of 11.0%. Collections
of lease rental payments related to designated aircraft leased under operating
leases included in Aircraft Finance Trust are applied to the repayment of the
notes in the order of priority specified in the related trust indenture.
Although the notes have a stated maturity date of May 15, 2024, the expected
maturities of the notes range from May 15, 2004 to August 15, 2016 as a result
of the application of expected cash flows from the underlying leases. On January
20, 2000, Aircraft Finance Trust completed an exchange offer whereby

                                      F-21
<PAGE>   68

Aircraft Finance Trust issued four classes of new notes, also designated Class
A-1, Class A-2, Class B and Class C (the Exchange Notes), in exchange for the
four corresponding classes of the initial notes. The terms of the "Exchange
Notes" are identical in all material respects to the initial notes except that
the Exchange Notes are registered under the Securities Act of 1933, as amended.
The amount outstanding at December 31, 1999 was $1,176.0 million, with a
weighted average interest rate of 6.47%.

     Also included in the aircraft and aircraft engine debt is a loan
arrangement in the amount of $40.5 million, to fund the purchase of the equity
interest in the portfolio of 36 commercial aircraft that we acquired from GE
Capital Aviation Services on May 5, 1999 and for general corporate purposes. The
loan has an interest rate of LIBOR plus 400 basis points, and expires in
December 2000 or such earlier date as defined in the agreement. The loan is
secured by a security interest in the aircraft and engine assets held by the
special purpose entities which are borrowers under the loan arrangement. As of
December 31, 1999, the outstanding principal balance was $30.9 million at an
interest rate of 10.5%.

     The Company, from time to time, transfers finance contracts to third
parties in the normal course of business. These transactions are accounted for
under the provisions of SFAS 125. Those transfers that are accounted for as sale
transactions are discussed in Note 11. Those transfers which do not meet the
derecognition criteria of SFAS 125 are accounted for as financing transactions
and are included in the table below as discounted lease receivables. Under such
an arrangement, the principal and interest obligations of the related debt are
funded by the cash flows from collections on the underlying leases which are
generally collected directly by the creditor. In the event of default by the
lessee, the Company is not contractually obligated to repay the outstanding
balance of the related debt. Creditors may, however, have recourse to the
Company's retained interest, if any, in the equipment's residual value. In
addition, certain transfers contain limited-recourse provisions (see Note 19).

     During the year ended December 31, 1999, in connection with a private
placement securitization transaction, the Company issued Equipment Contract
Backed Notes ("Notes") consisting of four tranches of Class A Notes, as well as
B and C Class Notes. The Class A Notes benefit from a surety bond issued by
Ambac Assurance Corp. The debt associated with these Equipment Contract Backed
Notes is non-recourse and collections on the related finance contracts are
applied to the repayment of the Notes in accordance with certain priorities.
Although the Notes have stated maturities ranging from September 23, 2000 to
January 23, 2007 the actual maturities will vary due to the extent and timing of
the collections of the underlying finance contracts. The Notes bear fixed
interest rates with a weighted average interest rate of 6.87%.

                                      F-22
<PAGE>   69

     The following table summarizes the credit facilities and other debt
discussed above as of December 31, 1999 (in thousands, except interest rate
data):

<TABLE>
<CAPTION>
                                                     WEIGHTED AVERAGE
                                    BALANCE AT       INTEREST RATE AT     CONTRACTUAL
                                 DECEMBER 31, 1999   DECEMBER 31, 1999   INTEREST RATE       MATURITY
                                 -----------------   -----------------   --------------  -----------------
<S>                              <C>                 <C>                 <C>             <C>
CREDIT FACILITIES:
Senior Credit Facilities:
  Revolving Facility...........     $  252,480             9.10%         Prime plus 150
                                                                         basis points
                                                                         or LIBOR plus
                                                                         250 basis
                                                                         points            June 10, 2001
Warehouse Facility.............         27,447             7.00%         LIBOR plus 80
                                                                         basis points    December 22, 2000
  Purchase Facility............        168,655             6.90%         Commercial
                                                                         paper plus 82
                                                                         basis points     August 15, 2000
  Financing Facility...........        194,110             6.90%         Commercial
                                                                         paper plus 82
                                                                         basis points     August 15, 2000
  Aircraft Facility............        270,448             9.70%         Prime plus 175
                                                                         basis points
                                                                         or LIBOR plus
                                                                         325 basis
                                                                         points          December 31, 2000

OTHER DEBT:
Non-recourse debt Related to         1,541,033             7.36%         6.36% to             Various
  acquisition of aircraft and                                            12.77%             maturities
  aircraft engines.............                                                          extending through
                                                                                               2024
Discounted lease receivables...        223,322             8.24%         6.0% to 13.0%        Various
                                                                                            maturities
                                                                                         extending through
                                                                                               2005
Equipment Contract Backed              181,329             6.87%                              Various
  Notes........................                                                             maturities
                                                                                          through January
                                                                                               2007
  Other recourse debt..........          9,309             9.00%                           Thirty days,
                                                                                         automatic renewal
                                    ----------
    Total......................     $2,868,133
                                    ==========
</TABLE>

                                      F-23
<PAGE>   70

     The following table summarizes the credit facilities and other debt
discussed above as of December 31, 1998 (in thousands, except interest rate
data):

<TABLE>
<CAPTION>
                                                  WEIGHTED AVERAGE
                                 BALANCE AT       INTEREST RATE AT
                              DECEMBER 31, 1998   DECEMBER 31, 1998        CONTRACTUAL INTEREST RATE
                              -----------------   -----------------   -----------------------------------
<S>                           <C>                 <C>                 <C>
CREDIT FACILITIES:
Senior Credit Facilities:
  Revolving Facility........      $163,120              7.08%         Prime plus 50 basis points or LIBOR
                                                                      plus 150 basis points
  Aircraft Warehouse                52,040              7.29%
    Facility (terminated                                              Prime plus 75 basis points or LIBOR
    June 1999)..............                                          plus 175 basis points
  Financing Facility........        32,844              6.16%         Commercial paper plus 82 Basis
                                                                      points
  Aircraft Facility.........       134,030              7.32%         Prime plus 75 basis points or LIBOR
                                                                      plus 175 basis points

OTHER DEBT:
Non-recourse debt Related to
  Acquisition of Aircraft
  and Aircraft engines......        60,564              9.39%         7.53% to 11.18%
Discounted lease
  Receivables...............       222,399              8.02%         7.41% to 8.52%
Other notes Payable.........         2,010              6.00%         6.00%
Other recourse Debt.........           315              8.04%         8.00% to 8.25%
                                  --------
    Total...................      $667,322
                                  ========
</TABLE>

     The following table presents scheduled principal maturities of non-recourse
debt related to the acquisition of aircraft and aircraft engines, discounted
lease receivables and other recourse debt outstanding at December 31, 1999 for
each of the next five years and thereafter:

<TABLE>
<CAPTION>
                                       NON-RECOURSE
                                       DEBT RELATED      DISCOUNTED      OTHER
                                     TO AIRCRAFT AND        LEASE       RECOURSE
                                     AIRCRAFT ENGINES    RECEIVABLES      DEBT        TOTAL
                                     ----------------    -----------    --------    ----------
<S>                                  <C>                 <C>            <C>         <C>
2000...............................     $  273,028        $108,003       $9,309     $  390,340
2001...............................         23,984          66,268           --         90,252
2002...............................             --          32,713           --         32,713
2003...............................         23,822          12,873           --         36,695
2004...............................         18,671           3,425           --         22,096
Thereafter.........................      1,201,528              40           --      1,201,568
                                        ----------        --------       ------     ----------
     Total.........................     $1,541,033        $223,322       $9,309     $1,773,664
                                        ==========        ========       ======     ==========
</TABLE>

     At December 31, 1999 and 1998, included in deposits and other assets in the
accompanying consolidated balance sheets are $19.3 million and $17.5 million,
respectively, of deferred loan costs incurred to secure the Senior Credit
Facilities discussed above. These costs are amortized over the contractual terms
of those facilities. Total amortization expense of deferred loan costs for the
years ended December 31, 1999 and 1998 were $12.6 million and $4.5 million,
respectively.

                                      F-24
<PAGE>   71

NOTE 11--SALES OF FINANCE CONTRACTS

     The Company transfers finance contracts to third parties in the normal
course of business, which are accounted for as sales of finance contracts under
the provisions of SFAS 125. In these transactions, the Company records a gain on
the sale of finance contracts, and may additionally retain servicing rights and
retain certain interests in the residual cash flows of the underlying
receivables.

     Under the terms of the Purchase Facility discussed in Note 10, the Company
may transfer finance contracts (the "Net Investment") of up to $200.0 million of
small ticket and middle market lease receivables meeting certain eligibility
requirements. In a transfer of finance contracts to the Purchase Facility, the
Company transfers a pool of finance contracts to a wholly-owned, bankruptcy
remote, qualifying special purpose entity. This entity then issues, for cash,
beneficial interests in the form of senior and subordinated securities, which
are collateralized by the finance contracts. The Company generally (i) retains
the right to receive any excess cash flows of the entity ("Retained Interest"),
(ii) retains the right to service the leases transferred in exchange for a
servicing fee, and (iii) records a gain on sale. The Purchase Facility contains
restrictions customary for facilities of this type, including limitations on
liens on the leases, indebtedness, certain lease modifications and changes in
credit and collection practices. At December 31, 1999 and 1998, the Purchase
Facility had an outstanding balance of $197.6 million (net of restricted cash of
$9.3 million) and $251.3 million, respectively, of which $168.6 million and $0
million, respectively, is presented as on-balance sheet debt.

  Gain on Sale

     Under the provisions of SFAS 125, gain on sale of finance contracts is
calculated as the difference between the proceeds received, net of related
selling expenses, and the allocable carrying amount of the related finance
contracts, determined using the fair value approach.

     During the year ended December 31, 1999, in connection with a
securitization transaction, the Company transferred finance contracts with a net
book value of $162.7 million and recognized a gain of $.5 million. Under this
transaction, the Company received cash of $149.7 million and recorded Retained
Interests of $12.5 million.

     In addition, during the year ended December 31, 1999, the Company
transferred finance contracts with a net book value of $157.2 million to third
parties in sales transactions, receiving proceeds of $169.5 million and
recognizing a gain of $11.0 million.

     During the year ended December 31, 1998 the Company transferred finance
contracts with a net book value of $267.4 million, to the Purchase Facility,
recognizing a gain of $18.8 million. Under these transactions, the Company
received $275 million in cash and recorded Retained Interests of $12.6 million
(see Note 8).

     In addition, during the year ended December 31, 1998, the Company
transferred finance contracts with a net book value of $70.1 million to third
parties in sales transactions, receiving cash of $75.2 million and recognizing a
gain of $5.1 million.

  Retained Interests

     For purposes of calculating the estimated fair value of the Retained
Interests, management has used discount rates ranging from 9% -- 16%. Management
has also used a range of

                                      F-25
<PAGE>   72

expected losses arising from defaults, net of recoveries, of 0.40% to 3.25% per
annum. Other factors, such as prepayments, generally do not have a significant
impact on the gain on sale calculation due to the non-cancelable and full-payout
nature of most of the underlying leases.

     The cash flows ultimately available to the Retained Interests are largely
dependent upon the actual default rates and recoveries experienced on the leases
held by the special purpose entity. Increases in default rates above, or
reduction in recoveries below the Company's estimates could reduce the cash
flows available to the Retained Interests. To the extent events occur which
cause actual Retained Interests cash flows to be materially below those
originally estimated, the Company would record an impairment in the carrying
amount of its Retained Interests through a charge to earnings in the period in
which the impairment occurred or became known to management. There was no
impairment at December 31, 1999 or 1998.

NOTE 12--DERIVATIVE INSTRUMENTS

  Interest Rate Swaps

     The Company from time to time utilizes interest rate swaps which
synthetically alter the repricing characteristics of variable-rate debt interest
obligations, effectively allowing the Company to pay a fixed interest rate on a
portion of its debt, reducing its exposure to variations in the Prime or LIBOR
rates charged on its debt.

     At December 31, 1999, the Company was a party to 17 interest rate swap
agreements which it entered into throughout 1999 and 1998. Under these
agreements, the Company will pay fixed rates of interest on the notional amount
to the counterparty and, in turn, the counterparty will pay the Company a rate
of interest on the notional amount based on LIBOR rates or H15 30 day CP, as
individually agreed in each swap agreement. Net settlement with the counterparty
occurs monthly or quarterly and the swap arrangements expire through 2010.

     The following table presents, as of December 31, 1999, the following
information regarding interest rate swap agreements to which we are a party: (i)
the notional amount of the agreement, (ii) the fixed interest rate to be paid by
the Company or its subsidiaries, (iii) the variable rate to be paid by the
counterparty under the agreement, (iv) the fair value of the instrument, (v) the
commencement date for agreements for which the effective period does not begin
until a subsequent date, if applicable, and (vi) the maturity of the agreement.

<TABLE>
<CAPTION>
                                                                   EFFECTIVE PERIOD OF INTEREST RATE SWAP
                                                    AVERAGE NOTIONAL AMOUNT FOR THE TWELVE MONTHS ENDING DECEMBER 31,(B)
                            DECEMBER 31,    -------------------------------------------------------------------------------------
                                1999            2000           2001           2002           2003           2004       THEREAFTER
                           --------------   ------------   ------------   ------------   ------------   ------------   ----------
<S>                        <C>              <C>            <C>            <C>            <C>            <C>            <C>
INTEREST RATE SWAPS
Amortizing notional
  amount.................     $37,432,916   $ 31,454,058   $ 18,895,480   $ 11,561,856   $  6,855,677   $  3,687,381   $1,270,710
Rate to be paid by the
  Company................          5.495%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............        $705,123
Maturity.................    January 2006
</TABLE>

                                      F-26
<PAGE>   73

<TABLE>
<CAPTION>
                                                                   EFFECTIVE PERIOD OF INTEREST RATE SWAP
                                                    AVERAGE NOTIONAL AMOUNT FOR THE TWELVE MONTHS ENDING DECEMBER 31,(B)
                            DECEMBER 31,    -------------------------------------------------------------------------------------
                                1999            2000           2001           2002           2003           2004       THEREAFTER
                           --------------   ------------   ------------   ------------   ------------   ------------   ----------
<S>                        <C>              <C>            <C>            <C>            <C>            <C>            <C>
Amortizing notional
  amount.................      $7,477,456   $  6,688,066   $  4,904,478   $  3,168,379   $  2,189,597   $  1,363,025   $  561,378
Rate to be paid by the
  Company................          5.555%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............        $180,170
Maturity.................      April 2006
Amortizing notional
  amount.................     $11,295,422   $  9,542,959   $  3,148,298
Rate to be paid by the
  Company................          5.693%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............         $64,698
Maturity.................  September 2001
Amortizing notional
  amount.................     $28,894,988   $ 25,703,352   $ 19,739,170   $  7,543,080   $  1,877,718
Rate to be paid by the
  Company................          6.015%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............        $252,799
Maturity.................   November 2003
Amortizing notional
  amount.................     $70,937,107   $ 61,108,564   $ 41,872,877   $ 27,465,678   $ 20,100,167   $ 13,438,695   $7,877,441
Rate to be paid by the
  Company................          6.195%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............        $662,013
Maturity.................     August 2006
Amortizing notional
  amount.................     $21,587,308   $ 18,654,553   $ 11,355,657   $  5,364,979   $  1,662,358
Rate to be paid by the
  Company................          6.115%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............        $124,329
Maturity.................    October 2003
Amortizing notional
  amount.................     $25,120,385   $ 20,982,557   $ 17,061,719   $ 14,470,791   $  7,201,297   $  1,924,644
Rate to be paid by the
  Company................          6.245%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............        $196,586
Maturity.................       June 2004
Fixed notional amount....     $75,000,000   $ 75,000,000   $ 75,000,000   $ 75,000,000
Rate to be paid by the
  Company................          5.125%
Rate to be received by
  the Company............   3-month LIBOR
Fair value at December
  31, 1999...............      $3,314,703
Maturity.................   November 2002
</TABLE>

                                      F-27
<PAGE>   74

<TABLE>
<CAPTION>
                                                                   EFFECTIVE PERIOD OF INTEREST RATE SWAP
                                                    AVERAGE NOTIONAL AMOUNT FOR THE TWELVE MONTHS ENDING DECEMBER 31,(B)
                            DECEMBER 31,    -------------------------------------------------------------------------------------
                                1999            2000           2001           2002           2003           2004       THEREAFTER
                           --------------   ------------   ------------   ------------   ------------   ------------   ----------
<S>                        <C>              <C>            <C>            <C>            <C>            <C>            <C>
Amortizing notional
  amount.................             $--   $  1,093,724   $  1,044,556   $    960,246   $    868,152   $    767,543   $  387,259
Rate to be paid by the
  Company................          6.540%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............         $19,243
Commencement.............    October 2000
Maturity.................   February 2010
Amortizing notional
  amount.................      $2,419,000   $  2,306,250   $  2,060,250   $  1,814,250   $  1,568,250   $  1,322,250   $  604,750
Rate to be paid by the
  Company................          6.510%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............         $27,058
Maturity.................    October 2009
Amortizing notional
  amount.................     $15,525,108   $ 17,964,808   $ 20,556,509   $ 18,413,917   $ 15,363,530   $ 12,769,141   $4,171,695
Rate to be paid by the
  Company................          6.575%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............        $194,189
Maturity.................     August 2009
Amortizing notional
  amount.................     $35,562,650   $ 28,157,121   $ 15,094,556   $  4,774,552   $    666,106
Rate to be paid by the
  Company................          6.326%
Rate to be received by
  the Company............    30-day CP(a)
Fair value at December
  31, 1999...............         $38,525
Maturity.................       June 2003
Fixed notional amount....     $80,000,000   $ 80,000,000
Rate to be paid by the
  Company................          5.230%
Rate to be received by
  the Company............   1-month LIBOR
Fair value at December
  31, 1999...............        $247,349
Maturity.................      April 2000
Fixed notional amount....     $60,000,000   $ 60,000,000   $ 60,000,000   $ 60,000,000
Rate to be paid by the
  Company................          5.500%
Rate to be received by
  the Company............   1-month LIBOR
Fair value at December
  31, 1999...............      $1,395,868
Maturity.................    January 2002
Fixed notional amount....    $175,000,000   $175,000,000   $175,000,000   $175,000,000
Rate to be paid by the
  Company................          5.560%
Rate to be received by
  the Company............   1-month LIBOR
Fair value at December
  31, 1999...............      $5,542,080
Maturity.................    October 2002
</TABLE>

                                      F-28
<PAGE>   75

<TABLE>
<CAPTION>
                                                                   EFFECTIVE PERIOD OF INTEREST RATE SWAP
                                                    AVERAGE NOTIONAL AMOUNT FOR THE TWELVE MONTHS ENDING DECEMBER 31,(B)
                            DECEMBER 31,    -------------------------------------------------------------------------------------
                                1999            2000           2001           2002           2003           2004       THEREAFTER
                           --------------   ------------   ------------   ------------   ------------   ------------   ----------
<S>                        <C>              <C>            <C>            <C>            <C>            <C>            <C>
Fixed notional amount....    $345,000,000   $345,000,000   $345,000,000   $345,000,000   $345,000,000   $345,000,000
Rate to be paid by the
  Company................          5.650%
Rate to be received by
  the Company............   1-month LIBOR
Fair value at December
  31, 1999...............     $15,157,012
Maturity.................    January 2004
Fixed notional amount....    $230,000,000   $230,000,000   $230,000,000   $230,000,000   $230,000,000   $230,000,000
Rate to be paid by the
  Company................          5.710%
Rate to be received by
  the Company............   1-month LIBOR
Fair value at December
  31, 1999...............     $11,741,234
Maturity.................   November 2004
</TABLE>

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

(a) The rate to be received by the Company is based on a 30-day commercial paper
    rate published by the U.S. Federal Reserve (H15 report).

(b) The amortizing notional amount is based on contractual agreements with the
    counter-party.

NOTE 13--INCOME TAXES

     The Company's pretax income for the years ended December 31, 1999 and 1998
was taxed under the following jurisdictions (in thousands):

<TABLE>
<CAPTION>
                                                              1999       1998
                                                             -------    -------
<S>                                                          <C>        <C>
Domestic...................................................  $25,485    $56,249
Foreign....................................................    2,036        551
                                                             -------    -------
     Total.................................................  $27,521    $56,800
                                                             =======    =======
</TABLE>

     The Company's provision for income taxes for the years ended December 31,
1999 and 1998 consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                              1999       1998
                                                             -------    -------
<S>                                                          <C>        <C>
Current:
  Federal..................................................  $(5,995)   $ 7,798
  State....................................................    2,788      2,086
  Foreign..................................................    1,303         --
                                                             -------    -------
     Total current.........................................   (1,904)     9,884
                                                             -------    -------
Deferred:
  Federal..................................................   20,514     19,998
  State....................................................     (564)     1,909
  Foreign..................................................     (507)       216
                                                             -------    -------
     Total deferred........................................   19,443     22,123
                                                             -------    -------
Total provision for income taxes...........................  $17,539    $32,007
                                                             =======    =======
</TABLE>

     Due to operating losses, the Company did not record a provision for income
taxes for the period from inception (October 9, 1997) to December 31, 1997. The
Company's 1999 federal income tax benefit of $6.0 million is the result of a net
operating loss generated in 1999.

                                      F-29
<PAGE>   76

     The effective tax rate for the years ended December 31, 1999 and 1998
differed from the federal statutory rate as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                              1999       1998
                                                             -------    -------
<S>                                                          <C>        <C>
Tax provision computed at statutory rate...................  $ 9,632    $19,880
Foreign taxes..............................................      796        216
State taxes, net of federal benefit........................    1,446      2,737
Compensation expenses related to equity issuances..........       --      6,060
Goodwill amortization......................................    6,290      3,525
Other......................................................     (625)      (411)
                                                             -------    -------
     Total tax expense.....................................  $17,539    $32,007
                                                             =======    =======
</TABLE>

     The principal components of deferred taxes at December 31, 1999 and 1998
were as follows (in thousands):

<TABLE>
<CAPTION>
                                                            1999         1998
                                                          ---------    --------
<S>                                                       <C>          <C>
Deferred tax assets:
  Allowance for credit losses...........................  $   2,157    $    731
  Alternative minimum tax credit carryforward...........      5,013       2,605
  Foreign tax credit....................................      1,303          --
  Loss carryforwards....................................     18,686       3,494
  Reserves for aircraft maintenance not deducted for
     tax................................................      5,412          --
  Other.................................................      2,179         439
                                                          ---------    --------
  Gross deferred tax assets.............................     34,750       7,269
  Less: deferred tax asset valuation allowance..........       (847)         --
                                                          ---------    --------
  Net deferred tax assets...............................     33,903       7,269
                                                          ---------    --------
Deferred tax liabilities:
  Equipment held for sale or lease......................    (38,029)     (5,609)
  Lease revenue and related depreciation................    (68,674)    (60,130)
  Transfers of certain finance contracts not recognized
     for tax purposes...................................     (7,338)     (7,394)
  Other.................................................     (2,634)       (658)
                                                          ---------    --------
     Total deferred tax liabilities.....................   (116,675)    (73,791)
                                                          ---------    --------
Net deferred tax liability..............................  $ (82,772)   $(66,522)
                                                          =========    ========
</TABLE>

     In 1999, a valuation allowance of $.8 million has been established to
reduce the deferred tax asset related to the foreign tax credit to its expected
utilization.

     The Company's ability to utilize net operating loss carryforwards and
alternative minimum tax credit carryforwards is subject to limitations under
Federal tax law. The Company's net operating loss carryforward of $47.9 million
and the alternative minimum tax net operating loss carryforward of $9.4 million
are due to expire at various dates through the year 2019. The Company's
alternative minimum tax credit carryforward of $5.0 million has no expiration
date.

NOTE 14--STOCKHOLDERS' EQUITY

  Common Stock

     In connection with the organization and initial capitalization of
UniCapital Corporation, on October 9, 1997, the Company issued 4,000,000 shares
of Common Stock at $.05 per share

                                      F-30
<PAGE>   77

to certain individuals who assisted the Company in their capacity as consultants
for aggregate consideration of $200,000. In addition, the Company sold 1,276,250
additional shares of Common Stock for prices ranging from $.05 to $3 per share
between October 9, 1997 and December 31, 1997 to consultants and investors for
aggregate consideration of $208,750, of which $128,750 was in the form of stock
subscription notes receivable. In connection with the sale of these shares, the
Company recorded a non-cash compensation charge of $2.1 million during 1997,
representing the excess of the estimated fair value of the shares issued over
the consideration received.

     During 1998, prior to the Offering, the Company issued an additional
1,522,500 shares of Common Stock at prices ranging from $3 to $10 per share to
individuals serving as consultants to the Company, each of whom became an
employee of the Company upon consummation of the Offering, and certain other
stockholders, for aggregate consideration of $5.1 million, of which $3.8 million
was in the form of stock subscription notes receivable, and recorded a non-cash
compensation charge of $15.2 million representing the excess of the estimated
fair value of the shares issued over the consideration received. In addition,
the Company issued an option to a consultant to the Company, who became an
employee of the Company upon consummation of the Offering, to purchase 200,000
shares of Common Stock at $3 per share, which expires on January 31, 2008. As a
result, the Company recorded a non-cash compensation charge in the amount of
$2.1 million reflecting the compensatory value of the option.

     In May 1998, in connection with the Offering, the Company sold 28,000,000
shares of Common Stock to the public at $19 per share. The net proceeds to the
Company from the Offering, after deducting underwriting commissions and other
offering costs, were $488.6 million. The Company also issued 13,340,901 shares
of Common Stock, valued at $228.1 million, to the former stockholders of the
Founding Companies. Subsequent to the Offering, in connection with the
acquisition of five additional companies, the Company issued 3,293,888 shares of
Common Stock valued at $55.3 million.

     In 1999, the Company issued 2,140,372 shares of Common Stock, valued at
$12.1 million, in connection with earnout agreements for companies acquired in
1998. The Company also canceled 36,633 shares of Common Stock, valued at $.3
million, in connection with indemnification claims for companies acquired in
1998.

  Preferred Stock

     The Company's Board of Directors is authorized to issue up to 20,000,000
shares of Preferred Stock without stockholder approval. At the time of issuance,
the Board of Directors would establish, subject to any limitations prescribed by
law, the rights, privileges and restrictions associated with the Preferred
Stock, including voting rights, dividend rights, conversion rights, redemption
privileges and liquidation preferences. At December 31, 1999 and 1998, no shares
of Preferred Stock had been issued.

  Stock Repurchase Program

     During 1998, the Company's Board of Directors authorized a stock repurchase
program, under which the Company may purchase up to 5 million shares of its
outstanding Common Stock. Such purchases may be made at the Company's option
from time to time in open

                                      F-31
<PAGE>   78

market transactions at prevailing prices or through privately negotiated
transactions. As of December 31, 1999, the Company had purchased 150,000 of its
shares under the stock repurchase program. All shares were reissued in
connection with earnout payments.

  Dividend Restrictions

     Under the Senior Credit Facilities agreements discussed in Note 10, the
amount of dividends that the Company may declare must be approved by the
financial institutions providing those credit facilities.

  Employee Stock Purchase Plan

     In 1999, the Company adopted an employee stock purchase plan (the "Plan").
Under the terms of the Plan, eligible employees can purchase shares of the
Company's common stock, through voluntary payroll deductions. The shares are
issued to the eligible employee following the close of each quarter. Since the
purchase price generally includes discounts from current market value that are
customary for plans of this type, no compensation expense is recognized for the
difference in the price paid by employees and the fair market value of the
Company's common stock at the date of purchase. As of December 31, 1999, the
Company issued 125,030 shares of common stock in conjunction with this plan.

NOTE 15--STOCK OPTIONS AND INCENTIVE COMPENSATION

     The Company may, from time to time, grant stock options under three stock
option plans. Vesting periods and exercise prices for stock option grants are
determined at the discretion of management. Generally, stock options vest
ratably over 4 years from the date of grant, expire 10 years from the date of
grant and carry an exercise price equal to the market value of the Company's
Common Stock at the date of grant. During 1999 and 1998, management issued
certain stock options which were immediately exercisable and in 1998 issued
stock options with exercise prices less than the market value of the Common
Stock at the date of grant.

  1998 Long-Term Incentive Plan

     Under the 1998 Long-Term Incentive Plan, options to acquire shares of
Common Stock may be granted to employees, directors (other than non-employee
directors), consultants and advisors of the Company. The maximum number of
shares of Common Stock which may be awarded under this plan is 15% of the total
number of shares of Common Stock outstanding from time to time. Stock options
granted under this plan during the years ended December 31, 1999 and 1998 were
2,042,696 and 4,674,396, respectively, with 621,085 and 6,250 forfeited during
1999 and 1998, respectively.

  1997 Executive Non-Qualified Stock Option Plan

     Under the 1997 Executive Non-Qualified Stock Option Plan, options to
acquire shares of Common Stock may be granted to employees, directors,
consultants and advisors of the Company. The maximum number of shares of Common
Stock which may be awarded under this plan is 500,000. Stock options granted
under this plan during the years ended December 31, 1999 and 1998 were 0 and
500,000, respectively, with 120,000 options forfeited during 1999.

                                      F-32
<PAGE>   79

  1998 Non-Employee Directors' Stock Plan

     Under the 1998 Non-Employee Directors' Stock Plan, the Company may grant
options to acquire shares of Common Stock to non-employee directors of the
Company. The maximum number of shares of Common Stock which may be awarded under
the plan is 500,000. Stock options granted under this plan during the years
ended December 31, 1999 and 1998 were 60,000 and 63,000 respectively, with
21,000 options forfeited during 1999.

  Stock Option Data

     The table below presents the number of options and the weighted-average
exercise price of options outstanding at the beginning and end of the year and
options granted, exercised and forfeited during the years ended December 31,
1999 and 1998.

<TABLE>
<CAPTION>
                                                           1999                     1998
                                                         WEIGHTED-                WEIGHTED-
                                                          AVERAGE                  AVERAGE
                                               1999      EXERCISE       1998      EXERCISE
                                              SHARES       PRICE       SHARES       PRICE
                                             ---------   ---------    ---------   ---------
<S>                                          <C>         <C>          <C>         <C>
Outstanding at the beginning of the
  period...................................  5,231,146    $15.06             --    $   --
Granted during the period with an exercise
  price equal to market price at the date
  of grant.................................  2,102,696      5.56      5,037,396     15.54
Granted during the period with an exercise
  price less than market price at the date
  of grant.................................         --        --        200,000      3.00
Exercised during the period................         --        --             --        --
Forfeited during the period................   (762,085)    14.51         (6,250)    19.00
                                             ---------    ------      ---------    ------
Outstanding at the end of the period.......  6,571,757    $12.11      5,231,146    $15.06
                                             =========    ======      =========    ======
</TABLE>

     During 1999 and 1998, the Company granted 585,000 and 1,445,500 options,
respectively, that were immediately exercisable.

     The table below presents the weighted-average fair value at grant date of
options granted during the years ended December 31, 1999 and 1998. Fair values
are presented separately for options with exercise prices equal to the stock's
market price at the date of grant and options with exercise prices less than the
stock's market price at the date of grant. The following weighted-average
assumptions were used in calculating fair values at grant date using the
Black-Scholes option pricing model with the following weighted average
assumptions: dividend yield of 0%, expected volatility of 40%, risk free
interest rate of 5.70% and an expected life of 4 years.

<TABLE>
<CAPTION>
                                        1999             1999              1998             1998
                                    OPTIONS WITH     OPTIONS WITH      OPTIONS WITH     OPTIONS WITH
                                   EXERCISE PRICE   EXERCISE PRICE    EXERCISE PRICE   EXERCISE PRICE
                                      EQUAL TO        LESS THAN          EQUAL TO        LESS THAN
                                     MARKET AT        MARKET AT         MARKET AT        MARKET AT
                                        DATE             DATE              DATE             DATE
                                      OF GRANT         OF GRANT          OF GRANT         OF GRANT
                                   --------------   --------------    --------------   --------------
<S>                                <C>              <C>               <C>              <C>
Weighted-average fair value at
  grant date of an option granted
  during the year................      $2.16              $--             $6.04            $10.92
                                       =====              ==              =====            ======
</TABLE>

                                      F-33
<PAGE>   80

     The following table presents the number of options, weighted-average
remaining contractual life and weighted-average exercise price of all options
outstanding at December 31, 1999 and 1998. In addition, the table presents the
number of options and the weighted-average exercise price of options that were
exercisable at December 31, 1999 and 1998. In order to facilitate an assessment
of the number and timing of additional shares of Common Stock that may be
issued, options in the table have been segregated based on ranges of exercise
prices.

<TABLE>
<CAPTION>
                              OPTIONS OUTSTANDING                 OPTIONS EXERCISABLE
                  -------------------------------------------   -----------------------
      1999                          WEIGHTED-       WEIGHTED-                 WEIGHTED-
    RANGE OF                         AVERAGE         AVERAGE                   AVERAGE
    EXERCISE        NUMBER          REMAINING       EXERCISE      NUMBER      EXERCISE
     PRICES       OUTSTANDING   CONTRACTUAL LIFE      PRICE     OUTSTANDING     PRICE
    --------      -----------   -----------------   ---------   -----------   ---------
<C>               <C>           <S>                 <C>         <C>           <C>
 $1.81 to $5.81    1,556,050       9.23 years        $ 4.52        580,755     $ 4.17
 $5.88 to $6.81    1,372,084       8.92 years          6.33        465,114       6.33
$6.88 to $18.63      924,000       8.64 years         13.22        199,750      15.88
     $18.81            5,000       8.53 years         18.81          1,250      18.81
     $19.00        2,714,623       8.29 years         19.00      1,554,099      19.00
                   ---------                                     ---------
$1.81 to $19.00    6,571,757       8.70 years         12.11      2,800,968      13.60
                   =========                                     =========
</TABLE>

<TABLE>
<CAPTION>
                              OPTIONS OUTSTANDING                 OPTIONS EXERCISABLE
                  -------------------------------------------   -----------------------
      1998                          WEIGHTED-       WEIGHTED-                 WEIGHTED-
    RANGE OF                         AVERAGE         AVERAGE                   AVERAGE
    EXERCISE        NUMBER          REMAINING       EXERCISE      NUMBER      EXERCISE
     PRICES       OUTSTANDING   CONTRACTUAL LIFE      PRICE     OUTSTANDING     PRICE
    --------      -----------   -----------------   ---------   -----------   ---------
<C>               <C>           <S>                 <C>         <C>           <C>
 $3.00 to $5.31      379,430       9.40 years        $ 4.00        207,500     $ 3.08
 $6.13 to $6.94    1,018,193       9.69 years          6.28             --         --
$7.31 to $10.38       47,500       9.90 years          8.26             --         --
$15.88 to $18.81     619,500       9.38 years         16.64         50,000      16.00
     $19.00        3,166,523       9.30 years         19.00      1,188,000      19.00
                   ---------                                     ---------
$3.00 to $19.00    5,231,146       9.40 years         15.06      1,445,500      16.61
                   =========                                     =========
</TABLE>

  SFAS 123 Pro Forma Disclosure

     The Company has elected the intrinsic value method under APB No. 25 to
account for its employee stock options and similar equity instruments. Had
compensation expense for the Company's stock-based compensation plans been
determined based on the fair value at the grant dates for awards under those
plans consistent with the method prescribed in SFAS 123,

                                      F-34
<PAGE>   81

the Company's net income and earnings per share for the years ended December 31,
1999 and 1998 would have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                               1999      1998
                                                              ------    -------
<S>                                                           <C>       <C>
Net income
  As reported...............................................  $9,982    $24,793
  Pro forma.................................................  $7,273    $17,186
Basic earnings per share
  As reported...............................................  $ 0.19    $  0.73
  Pro forma.................................................  $ 0.14    $  0.51
Diluted earnings per share
  As reported...............................................  $ 0.19    $  0.72
  Pro forma.................................................  $ 0.14    $  0.50
</TABLE>

     For purposes of calculating compensation expense in accordance with SFAS
123 for option grants during the years ended December 31, 1999 and 1998, the
fair value of each option grant was estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions: dividend yield of 0%, expected volatility of 40%, risk free
interest rate of 5.70% and an expected life of 4 years.

NOTE 16--EARNINGS PER SHARE

     The following table presents a reconciliation of the numerators and the
denominators of the basic and diluted earnings (loss) per share computations for
the years ended December 31, 1999, 1998 and 1997 (in thousands, except share
data):

<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 31, 1999
                                             ---------------------------------------
                                               INCOME         SHARES       PER-SHARE
                                             (NUMERATOR)   (DENOMINATOR)    AMOUNT
                                             -----------   -------------   ---------
<S>                                          <C>           <C>             <C>
Basic EPS:
  Income available to common
     stockholders..........................    $ 9,982      52,664,830      $ 0.19
                                                                            ======
Effect of dilutive securities:
  Stock options............................                     97,554
  Contingently issuable shares.............                  1,054,719
                                               -------      ----------
Diluted EPS:
  Income available to common
     stockholders..........................    $ 9,982      53,817,103      $ 0.19
                                               =======      ==========      ======
</TABLE>

<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 31, 1998
                                             ---------------------------------------
                                               INCOME         SHARES       PER-SHARE
                                             (NUMERATOR)   (DENOMINATOR)    AMOUNT
                                             -----------   -------------   ---------
<S>                                          <C>           <C>             <C>
Basic EPS:
  Income available to common
     stockholders..........................    $24,793      33,841,448      $ 0.73
                                                                            ======
Effect of dilutive securities:
  Stock options............................                    175,767
  Contingently issuable shares.............                    336,499
                                               -------      ----------
Diluted EPS:
  Income available to common
     stockholders..........................    $24,793      34,353,714      $ 0.72
                                               =======      ==========      ======
</TABLE>

                                      F-35
<PAGE>   82

<TABLE>
<CAPTION>
                                                 YEAR ENDED DECEMBER 31, 1997
                                           -----------------------------------------
                                             INCOME          SHARES        PER-SHARE
                                           (NUMERATOR)    (DENOMINATOR)     AMOUNT
                                           -----------    -------------    ---------
<S>                                        <C>            <C>              <C>
Basic EPS:
  Loss available to common
     stockholders........................    $(2,137)       1,319,063       $(1.62)
                                                                            ======
Effect of dilutive securities:
  Stock options..........................                          --
  Contingently issuable shares...........                          --
                                             -------       ----------
Diluted EPS:
  Loss available to common
     stockholders........................    $(2,137)       1,319,063       $(1.62)
                                             =======       ==========       ======
</TABLE>

     The following table presents the number and the weighted average exercise
price of anti-dilutive options that were excluded from the calculation of
diluted earnings per share for the years ended December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                   1999         1998
                                                 ---------    ---------
<S>                                              <C>          <C>
Number of options..............................  5,841,761    3,810,507
Weighted average exercise price................  $   13.74    $   18.57
</TABLE>

NOTE 17--SEGMENT INFORMATION

  Operating Segments

     In accordance with Statement of Financial Accounting Standards No. 131
("SFAS 131"), "Disclosures about Segments of an Enterprise and Related
Information", the Company has three reportable operating segments, which have
been defined by management based primarily on the nature of the products and
services of each segment. During the three months ended June 30, 1999, the
Company reassessed the economic characteristics and nature of the products,
services and customers of the "Air Group" and "Aircraft Engine Group". Based
upon the similarity of the nature of the products, services and customers and
the economic characteristics of those subsidiaries, the Company aggregated those
former reportable segments as the "Big Ticket Division", which also includes the
Rail Group which was discontinued in December 1999. Accordingly, the 1998
segment information has been restated for comparative purposes.

     The first segment includes those operating companies that provide leasing,
structured financing and financing services for the acquisition of commercial
aircraft and commercial aircraft engines or the "Big Ticket Division". The
second segment includes the operating companies that provide leasing and
financing for equipment generally with fair values over $250 thousand, or the
"Technology and Finance Group". The third segment includes the operating
companies that provide leasing and financing for equipment generally valued at
$250 thousand or less, or the "Business Credit Group". Equipment leased or
financed by subsidiaries in the Technology and Finance Group and the Business
Credit Group includes computer and telecommunications equipment, construction
and manufacturing equipment, office equipment, tractor trailers, printing
equipment, car washes, petroleum retail equipment and vending machines.

                                      F-36
<PAGE>   83

  Corporate Division

     The Company maintains a corporate headquarters and a lease administration
subsidiary which are combined within the "Corporate Division". The Corporate
Division does not generate any significant revenues or maintain any significant
assets. Expenses recorded by the Corporate Division relate primarily to
administrative and management costs incurred in supporting and managing
subsidiary activities and costs incurred in providing lease administration for
leases acquired, originated or sold by the Company's subsidiaries. Additional
Corporate Division expenses reflect the costs of public reporting and investor
relations.

     Certain expenses initially recorded by the Corporate Division, such as
interest expense, bank fees and payroll service fees, are allocated to its
operating segments based on management's estimates of certain utilization
factors such as credit facility utilization, compensation burdens, etc. The
revenue and expense balances for the Corporate Division in the tables presented
below reflect public company costs and revenue and expense items recorded by the
lease administration subsidiary that relate to transactions with third parties.
In addition, selling, general and administrative expense presented in the table
below for the Corporate Division for the year ended December 31, 1998 includes
non-cash compensation charges recorded by the Company totaling $17.3 million as
discussed in Note 14.

  Segment Financial Information

     The accounting policies of the Big Ticket Group, Technology and Finance
Group, Business Credit Group and the Corporate Division are the same as those
described in the summary of significant accounting policies in Note 2.
Additionally, the segment information below reflects the elimination of
significant intercompany accounts and transactions.

                                      F-37
<PAGE>   84

     The following table presents selected financial information for the
Company's reporting segments for the year ended December 31, 1999 (in
thousands):

<TABLE>
<CAPTION>
                                                TECHNOLOGY
                                      BIG          AND       BUSINESS
                                     TICKET      FINANCE      CREDIT    CORPORATE
                                    DIVISION      GROUP       GROUP     DIVISION    CONSOLIDATED
                                   ----------   ----------   --------   ---------   ------------
<S>                                <C>          <C>          <C>        <C>         <C>
Income from finance contracts....  $    3,082   $   48,100   $ 18,951   $     --     $   70,133
Rental income from operating
  leases.........................     174,990       69,223        655         --        244,868
Sales of equipment...............     357,227      121,154         --         --        478,381
Gain on sale of finance
  contracts......................          --       11,220        317         --         11,537
Fees, commissions and remarketing
  income.........................       1,381       21,425      6,728      1,286         30,820
Interest and other income........      15,938        5,409      3,317      2,351         27,015
                                   ----------   ----------   --------   --------     ----------
     Total revenues..............     552,618      276,531     29,968      3,637        862,754
Cost of operating leases.........      67,135       45,635        158         --        112,928
Cost of equipment sold...........     316,984      111,110         --         --        428,094
Interest expense.................     106,725       31,123      9,132     15,941        162,921
Selling, general and
  administrative expenses........      22,436       50,102     30,904      8,686        112,128
Goodwill amortization............       7,794        8,715      1,821        303         18,633
                                   ----------   ----------   --------   --------     ----------
     Total expenses..............     521,074      246,685     42,015     24,930        834,704
Income (loss) from operations....      31,544       29,846    (12,047)   (21,293)        28,050
Minority interest................         555           --        (26)        --            529
                                   ----------   ----------   --------   --------     ----------
Income (loss) before taxes.......  $   30,989   $   29,846   $(12,021)  $(21,293)    $   27,521
                                   ==========   ==========   ========   ========     ==========
Net investment in finance
  contracts......................  $   75,967   $  542,059   $243,557   $ (5,056)    $  856,527
                                   ==========   ==========   ========   ========     ==========
Equipment under operating leases,
  net............................  $1,811,690   $   96,946   $     50   $     --     $1,908,686
                                   ==========   ==========   ========   ========     ==========
Total assets.....................  $2,461,779   $1,109,403   $340,085   $ 93,314     $4,004,581
                                   ==========   ==========   ========   ========     ==========
Total debt.......................  $1,812,292   $  560,538   $232,386   $262,917     $2,868,133
                                   ==========   ==========   ========   ========     ==========
</TABLE>

                                      F-38
<PAGE>   85

     The following table presents selected financial information for the
Company's reporting segments for the year ended December 31, 1998 (in
thousands):

<TABLE>
<CAPTION>
                                                 TECHNOLOGY
                                        BIG         AND       BUSINESS
                                       TICKET     FINANCE      CREDIT    CORPORATE
                                      DIVISION     GROUP       GROUP     DIVISION    CONSOLIDATED
                                      --------   ----------   --------   ---------   ------------
<S>                                   <C>        <C>          <C>        <C>         <C>
Income from Finance contracts.......  $     --    $ 23,312    $  6,715   $     --     $   30,027
Rental income from operating
  leases............................    39,509      28,106         388         --         68,003
Sales of equipment..................   303,440      56,816          --         --        360,256
Gain on sale of lease finance
  contracts.........................        --      10,032      13,830         --         23,862
Fees, commissions and remarketing
  income............................     1,751      11,924       1,757      1,868         17,300
Interest and other income...........     4,212       1,904         969      1,008          8,093
                                      --------    --------    --------   --------     ----------
     Total revenues.................   348,912     132,094      23,659      2,876        507,541
Cost of operating leases............    11,885      15,818         138         --         27,841
Cost of equipment sold..............   269,967      45,027          --         --        314,994
Interest expense....................    15,510      14,180       2,903      2,860         35,453
Selling, general and administrative
  expenses..........................     7,496      26,017       8,626     21,208         63,347
Goodwill amortization...............     3,562       5,344       1,038        175         10,119
                                      --------    --------    --------   --------     ----------
     Total expenses.................   308,420     106,386      12,705     24,243        451,754
Income (loss) from operations.......    40,492      25,708      10,954    (21,367)        55,787
Equity in income from minority-owned
  affiliates........................     1,013          --          --         --          1,013
                                      --------    --------    --------   --------     ----------
Income (loss) before taxes..........  $ 41,505    $ 25,708    $ 10,954   $(21,367)    $   56,800
                                      ========    ========    ========   ========     ==========
Net investment in finance
  contracts.........................  $     --    $311,071    $ 60,118   $  2,194     $  373,383
                                      ========    ========    ========   ========     ==========
Equipment under operating leases,
  net...............................  $365,100    $ 64,841    $    288   $     --     $  430,229
                                      ========    ========    ========   ========     ==========
Total assets........................  $684,675    $782,977    $150,699   $ 51,172     $1,669,523
                                      ========    ========    ========   ========     ==========
Total debt..........................  $248,642    $201,828    $ 20,888   $195,964     $  667,322
                                      ========    ========    ========   ========     ==========
</TABLE>

     Financial information for the period from inception (October 9, 1997) to
December 31, 1997 includes certain organizational costs incurred by the
Corporate Division. The net loss reported by the Company for the period from
inception to December 31, 1997 was $2.1 million, which was comprised of non-cash
compensation charges for certain equity issuances as discussed in Note 14.

     Long-lived assets, other than investments, goodwill and deferred tax
assets, include equipment under operating leases, equipment held for sale or
lease and property and equipment. The following table presents a summary of
expenditures for long-lived assets by segment for the years ended December 31,
1999 and 1998 (in thousands):

<TABLE>
<CAPTION>
                                                    TECHNOLOGY
                                                       AND       BUSINESS
                                       BIG TICKET    FINANCE      CREDIT    CORPORATE
                                        DIVISION      GROUP       GROUP     DIVISION    CONSOLIDATED
1999                                   ----------   ----------   --------   ---------   ------------
<S>                                    <C>          <C>          <C>        <C>         <C>
Expenditures for long-lived assets...  $1,944,822    $519,082    $28,886     $9,337      $2,502,127
                                       ==========    ========    =======     ======      ==========
</TABLE>

                                      F-39
<PAGE>   86

<TABLE>
<CAPTION>
                                                    TECHNOLOGY
                                                       AND       BUSINESS
                                       BIG TICKET    FINANCE      CREDIT    CORPORATE
                                        DIVISION      GROUP       GROUP     DIVISION    CONSOLIDATED
1998                                   ----------   ----------   --------   ---------   ------------
<S>                                    <C>          <C>          <C>        <C>         <C>
Expenditures for long-lived assets...  $  603,420    $165,455    $10,545     $5,378      $  784,798
                                       ==========    ========    =======     ======      ==========
</TABLE>

  Enterprise-Wide Disclosures

     In addition to the segment information provided above, SFAS 131 requires
disclosure of the following: (a) revenues for each product and service or each
group of similar products and services, (b) revenues and long-lived assets
segregated by country of domicile and all foreign countries, and (c) certain
information regarding external customers which represent a source of 10% or more
of total revenues. With regard to item (a), the Company's management believes
that the operating segment information provided above reflects the presentation
of revenue for the Company's groups of similar products and services. With
regard to item (b), total long-lived assets, which includes equipment under
operating leases, utilized outside of the United States totaled $631.9 million
and $279.6 million at December 31, 1999 and 1998 respectively, and total revenue
recorded during 1999 and 1998 from sources outside of the United States totaled
$93.3 million and $126.3 million, respectively. Equipment under operating leases
utilized, and revenue derived from sources, outside of the United States relate
primarily to leasing and sales of aircraft and technology equipment. No
significant portion of these assets or revenues are attributable to any
individual foreign country. With regard to item (c), the Air Group recorded
revenues of approximately $124.3 million and $137 million in connection with
sales of equipment during 1999 and 1998 respectively, to a single customer
domiciled in the United States.

NOTE 18--NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," ("SFAS No. 133") which
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. As issued, SFAS No. 133 was effective for fiscal years
beginning after June 15, 1999. In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities -- Deferral of the
Effective Date of FASB Statement No. 133". SFAS No. 137 deferred the effective
date of SFAS No. 133 for one year to fiscal years beginning after June 15, 2000.
SFAS 133 requires that all derivative instruments be recorded on the balance
sheet at their fair value. Changes in the fair value of derivatives are recorded
each period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if it is,
the type of hedge transaction. The Company is in the process of evaluating the
impact of adopting SFAS 133 and the effect that the adoption of SFAS 133 will
have on its results of operations and financial position.

NOTE 19--COMMITMENTS AND CONTINGENCIES

  Recourse Provisions

     The Company finances certain lease originations through limited recourse
and non-recourse debt. As part of the limited recourse arrangements, the Company
has provided

                                      F-40
<PAGE>   87

limited guarantee provisions to certain lenders providing recourse up to
predetermined limits. The Company estimates that its maximum recourse exposure
to credit risk under these contracts was approximately $22.5 million at December
31, 1999 and was not significant at December 31, 1998.

     The Company from time to time transfers finance contracts to unrelated
third parties in transactions accounted for as sales under SFAS 125. In
connection with certain transfers, the Company provides recourse to the
transferee for certain lessee defaults up to an amount not exceeding 10% of the
transfer price, which declines over the term of the leases transferred.
Management considers this recourse exposure in the measurement of the sale
transaction and in the periodic determination of the adequacy of the allowance
for credit losses. At December 31, 1999 and 1998, the Company estimates the
maximum aggregate recourse under these arrangements to be approximately $9.7
million and $28.4 million respectively.

  Commitments to Extend Credit

     The Company, from time to time, may commit to extend credit to its
customers in the normal course of business. Commitments to extend credit are
agreements to lend to a customer, as long as there is no violation of any
condition established in the contract or lease, and generally have fixed
expiration dates or other termination clauses. Such commitments may also provide
for the payment of a fee to the Company. The amount of collateral obtained by
the Company upon extension of credit is based on management's credit evaluations
of the counterparty. The Company evaluates each customer's creditworthiness on a
case by case basis. At such time as a commitment is made, the collateral value
supporting such commitment is generally at least equal to or greater than the
value of the commitment.

     Commitments are generally expected to be drawn upon and, accordingly,
represent future cash requirements. The Company generally expects to fund any
such commitments from its unused credit lines, the sale of receivables or
working capital. Collateral obtained includes the equipment financed and may
include other property, plant and equipment, as well as personal guarantees.

  Litigation

     The Company is involved in various legal actions from time to time arising
out of activities conducted in the normal course of business. In the opinion of
the Company's management in consultation with legal counsel, the resolution of
these matters will not have a significant effect on the Company's financial
condition, results of operations or cash flows.

  Operating Leases

     The Company has entered into various operating lease agreements, primarily
for office space. Rent expense under all operating leases for the years ended
December 31, 1999 and 1998 was $5.4 million and $2.0 million, respectively. As
of December 31, 1999, future

                                      F-41
<PAGE>   88

minimum annual lease payments under non-cancelable operating leases were as
follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
<S>                                                     <C>
2000..................................................  $ 5,072
2001..................................................    4,664
2002..................................................    4,042
2003..................................................    3,543
2004..................................................    2,534
Thereafter............................................    4,733
                                                        -------
  Total...............................................  $24,588
                                                        =======
</TABLE>

NOTE 20--RELATED PARTY TRANSACTIONS

     During 1998, in connection with certain acquisitions, the Company acquired
options to purchase additional entities owned by former stockholders of the
Company's subsidiaries. In June 1998, the Company acquired Jumbo Jet (and
related entities) (see Note 3) under such an option from a former stockholder of
one of the Founding Companies that became a member of the Company's executive
management prior to the acquisition. At December 31, 1998, the Company held
similar options to purchase other entities from former stockholders of its
subsidiaries. These options have expired as of December 31, 1999.

     Three of the Company's subsidiaries rent office space from the former
stockholders of those subsidiaries. One of the former stockholders served as a
director of the Company during 1998 and all former stockholders currently hold
shares of the Company's Common Stock. Management believes that the terms of the
leases are no less favorable than those the Company could have obtained from an
unaffiliated third party. Rent expense recorded under these leases during the
years ended December 31, 1999 and 1998 was not significant.

     At December 31, 1998, certain former stockholders of the Company's
subsidiaries were under employment agreements with the Company. These employment
agreements ranged from 2 years to 3 years. During 1999, some of the employment
agreements were renewed.

     On October 25, 1999, the Company loaned $189,612 to an executive officer
and a related affiliate, jointly and severally. In connection with this loan,
such parties pledged to the Company 265,000 shares of the Company's Common Stock
as collateral for this indebtedness. This note bears interest at the rate of 6%
per annum. As of December 31, 1999, the outstanding principal balance of the
note totaled $189,612.

NOTE 21--GAIN ON SALE OF EQUITY INTEREST IN SUBSIDIARY

     Aircraft Finance Trust, which was formed on April 13, 1999, was wholly
owned by UniCapital AFT-I, Inc. (51% equity interest) and UniCapital AFT-II,
Inc. (49% equity interest) each of which is a wholly-owned subsidiary of the
UniCapital Air Group, Inc. During 1999, UniCapital AFT-I, Inc. sold a 49.9%
interest in Aircraft Finance Trust to six financial services companies for
proceeds of $33.3 million and recognized a gain of $8.97 million.

     As of December 31, 1999, the Company accounted for Aircraft Finance Trust
as a consolidated subsidiary.

                                      F-42
<PAGE>   89

NOTE 22--RESTRICTED CASH

     As of December 31, 1999, the Company had $126.6 million of restricted cash
of which $34.5 million relates to reserve accounts established in September 1999
under securitization and other credit facilities and the remainder relates to
restricted cash held at Aircraft Finance Trust.

NOTE 23--401(K) RETIREMENT SAVINGS PLAN

     In 1999, the Company established a voluntary 401(k) Retirement Savings Plan
(the Plan). Employees are eligible to participate in the Plan following ninety
(90) days of employment. Enrollment for the plan takes place on a quarterly
basis. Under the Plan, eligible employees may voluntarily contribute up to 15%
of their compensation. UniCapital will contribute, as a matching contribution,
50% of the first 6% of salary reduction contributions made by the employee. The
Company's matching contributions vest over a period of six (6) years. Under the
Plan, the Company expensed $1.0 million for the year ended December 31, 1999.

NOTE 24--SUBSEQUENT EVENTS

     On March 28, 2000, the Company completed its second securitization
transaction involving the issuance of $301.5 million of Equipment Contract
Backed Notes originated primarily by the Business Credit Group and the
Technology and Finance Group. In connection with this transaction, four tranches
of Class A Notes were sold to accredited investors under Rule 144A. The Class
A-1 Notes had short term ratings of A-1+ by Standard & Poor's, P-1 by Moody's
Investor Services, Inc., F1+/AAA by Fitch IBCA and D-1+ by Duff & Phelps Credit
Rating Co. The Class A-2 through A-4 Notes were rated AAA by Standard & Poor's,
Aaa by Moody's Investor Services, Inc., AAA by Duff & Phelps Credit Rating Co.
and AAA by Fitch IBCA. The Class A Notes benefit from a surety bond issued by
the Ambac Assurance Corp. In addition, Class B Notes rated BBB- and Class C
Notes rated BB by Duff & Phelps Credit Rating Co and Fitch IBCA were offered as
well.

     On March 28, 2000, the Company sold all of the common stock of UniCapital
AFT-I, Inc. which owns 1.1% of the beneficial interest in Aircraft Finance
Trust. As a result, the Company now owns 49% of the beneficial interest in
Aircraft Finance Trust and will prospectively account for its remaining
investment in Aircraft Finance Trust under the equity method of accounting.
Equipment under operating leases and other assets totaling $1,267.0 million, and
non-recourse debt and other liabilities totaling $1,243.2 million will be
eliminated prospectively from the Company's Consolidated Balance Sheet and the
Company's results of operations will reflect only its proportionate share of the
net results from Aircraft Finance Trust as equity in income from minority-owned
affiliates.

                                      F-43