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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2006

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: 1-5666



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UNION TANK CAR COMPANY

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 36-3104688                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



|                                            |  |           
|------------------------------------------- |  | ----------
|225 W. Washington Street, Chicago, Illinois |  | 60606     
|(Address of principal executive offices)    |  | (Zip Code)

Registrants telephone number, including area code: (312) 372-9500



---

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 whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                         |  |                    |  |                         
|------------------------ |  | ------------------ |  | ------------------------
|Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

There is no voting stock held by non-affiliates of the registrant. The registrant is not subject to the filing requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934. The registrant is a voluntary filer.



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UNION TANK CAR COMPANY AND SUBSIDIARIES

FORM 10-Q

INDEX



|                              |  |                                                                                              |  |     
|----------------------------- |  | -------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                              |  | Page
|Part I. Financial Information |  |                                                                                             
|                              |  |                                                                                             
|Item 1.                       |  | Financial Statements                                                                         |  |     
|                              |  |                                                                                             
|                              |  | Condensed consolidated statements of income - three months ended March 31, 2006 and 2005     |  | 3   
|                              |  |                                                                                             
|                              |  | Condensed consolidated balance sheets - March 31, 2006 and December 31, 2005                 |  | 4   
|                              |  |                                                                                             
|                              |  | Condensed consolidated statements of cash flows - three months ended March 31, 2006 and 2005 |  | 5   
|                              |  |                                                                                             
|                              |  | Notes to condensed consolidated financial statements                                         |  | 6   
|                              |  |                                                                                             
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations        |  | 16  
|                              |  |                                                                                             
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                   |  | 20  
|                              |  |                                                                                             
|Item 4.                       |  | Controls and Procedures                                                                      |  | 20  
|                              | 
|Part II. Other Information    |  |                                                                                             
|                              |  |                                                                                             
|Item 1.                       |  | Legal Proceedings                                                                            |  | 21  
|                              |  |                                                                                             
|Item 1A.                      |  | Risk Factors                                                                                 |  | 21  
|                              |  |                                                                                             
|Item 2.                       |  | Unregistered Sales of Equity and Use of Proceeds                                             |  | *   
|                              |  |                                                                                             
|Item 3.                       |  | Defaults Upon Senior Securities                                                              |  | *   
|                              |  |                                                                                             
|Item 4.                       |  | Submission of Matters to Vote of Security Holders                                            |  | *   
|                              |  |                                                                                             
|Item 5.                       |  | Other Information                                                                            |  | 21  
|                              |  |                                                                                             
|Item 6.                       |  | Exhibits                                                                                     |  | 21  
|                              | 
|Signatures                    |  | 22                                                                                          

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|* | The response to these items is None and the items are omitted from the report pursuant to the instructions to Item II to Form 10-Q.
|- | -------------------------------------------------------------------------------------------------------------------------------------



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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNION TANK CAR COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands)

(Unaudited)



|                                                    |  |                             |         |   |      |   |         |  
|--------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                    |  | Three Months EndedMarch 31, |        
|                                                    |  | 2006                        |         |   | 2005 |  
|Revenues                                            |  |                             |         |   |      |   |         |  
|Services (leasing and other)                        |  | $                           | 199,048 |   |      | $ | 185,115 |  
|Sales                                               |  |                             | 258,653 |   |      |   | 215,592 |  
|                                                    |  |                             |         |   |      |   |         |  
|                                                    |  |                             | 457,701 |   |      |   | 400,707 |  
|                                                    |  |                            
|Costs and expenses                                  |  |                             |         |   |      |   |         |  
|Cost of services                                    |  |                             | 112,960 |   |      |   | 107,620 |  
|Cost of sales                                       |  |                             | 219,178 |   |      |   | 179,624 |  
|General and administrative                          |  |                             | 35,951  |   |      |   | 39,490  |  
|Interest expense                                    |  |                             | 19,973  |   |      |   | 19,619  |  
|                                                    |  |                             |         |   |      |   |         |  
|                                                    |  |                             | 388,062 |   |      |   | 346,353 |  
|                                                    |  |                            
|Interest income                                     |  |                             | 3,485   |   |      |   | 3,372   |  
|Other (losses) income, net                          |  |                             | (22     | ) |      |   | 1,212   |  
|                                                    |  |                             |         |   |      |   |         |  
|Income before income taxes and minority interest    |  |                             | 73,102  |   |      |   | 58,938  |  
|                                                    |  |                            
|Provision for income taxes                          |  |                             | 27,602  |   |      |   | 21,528  |  
|                                                    |  |                             |         |   |      |   |         |  
|                                                    |  |                             | 45,500  |   |      |   | 37,410  |  
|                                                    |  |                            
|Minority interest                                   |  |                             | 1,700   |   |      |   | 1,559   |  
|                                                    |  |                             |         |   |      |   |         |  
|Net income                                          |  |                             | 43,800  |   |      |   | 35,851  |  
|Other comprehensive income (losses)                 |  |                             |         |   |      |   |         |  
|Unrealized gains (losses) on securities, net of tax |  |                             | 237     |   |      |   | (822    | )
|                                                    |  |                             |         |   |      |   |         |  
|Comprehensive income                                |  | $                           | 44,037  |   |      | $ | 35,029  |  
|                                                    |  |                             |         |   |      |   |         |  

See notes to condensed consolidated financial statements.



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UNION TANK CAR COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)



|                                                                               |  |               |           |   |                  |   |           |  
|------------------------------------------------------------------------------ |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                                                               |  | March 31,2006 |           |   | December 31,2005 |  
|                                                                               |  | (Unaudited)   |           |   |                  |  
|Assets                                                                         |  |               |           |   |                  |   |           |  
|                                                                               |  |              
|Cash and cash equivalents                                                      |  | $             | 183,633   |   |                  | $ | 150,628   |  
|Short-term investments                                                         |  |               |          |   |                  |   | 82,003    |  
|Available-for-sale securities                                                  |  |               | 217,391   |   |                  |   | 224,000   |  
|Accounts receivable, net of allowances of $8,314 ($8,117 at December 31, 2005) |  |               | 192,995   |   |                  |   | 182,205   |  
|Accounts and notes receivable, affiliate                                       |  |               | 43,899    |   |                  |   | 43,853    |  
|Inventories, net of LIFO reserves of $87,047 ($84,184 at December 31, 2005)    |  |               | 159,119   |   |                  |   | 154,395   |  
|Prepaid expenses and deferred charges                                          |  |               | 36,798    |   |                  |   | 27,054    |  
|Railcar lease fleet, net                                                       |  |               | 2,321,521 |   |                  |   | 2,155,425 |  
|Intermodal tank container lease fleet, net                                     |  |               | 340,605   |   |                  |   | 335,510   |  
|Other fixed assets, net                                                        |  |               | 263,565   |   |                  |   | 243,833   |  
|Other assets                                                                   |  |               | 38,847    |   |                  |   | 39,780    |  
|                                                                               |  |               |           |   |                  |   |           |  
|Total assets                                                                   |  | $             | 3,798,373 |   |                  | $ | 3,638,686 |  
|                                                                               |  |               |           |   |                  |   |           |  
|Liabilities and Stockholders Equity                                           |  |               |           |   |                  |   |           |  
|                                                                               |  |              
|Accounts payable                                                               |  | $             | 103,032   |   |                  | $ | 103,133   |  
|Accrued liabilities                                                            |  |               | 318,153   |   |                  |   | 261,223   |  
|Advance from parent and affiliates                                             |  |               | 130,525   |   |                  |   | 10,577    |  
|Debt, including $204,908 due within one year ($85,143 at December 31, 2005)    |  |               | 1,401,865 |   |                  |   | 1,438,790 |  
|Deferred income taxes and investment tax credits                               |  |               | 587,950   |   |                  |   | 585,698   |  
|                                                                               |  |               |           |   |                  |   |           |  
|Total liabilities                                                              |  |               | 2,541,525 |   |                  |   | 2,399,421 |  
|                                                                               |  |              
|Minority interest                                                              |  |               | 94,381    |   |                  |   | 92,681    |  
|                                                                               |  |              
|Stockholders equity                                                           |  |               |           |   |                  |   |           |  
|Common stock                                                                   |  |               | 106,689   |   |                  |   | 106,689   |  
|Additional capital                                                             |  |               | 169,455   |   |                  |   | 167,608   |  
|Retained earnings                                                              |  |               | 887,188   |   |                  |   | 873,389   |  
|Accumulated other comprehensive losses                                         |  |               | (865      | ) |                  |   | (1,102    | )
|                                                                               |  |               |           |   |                  |   |           |  
|Total stockholders equity                                                     |  |               | 1,162,467 |   |                  |   | 1,146,584 |  
|                                                                               |  |               |           |   |                  |   |           |  
|Total liabilities and stockholders equity                                     |  | $             | 3,798,373 |   |                  | $ | 3,638,686 |  
|                                                                               |  |               |           |   |                  |   |           |  

See notes to condensed consolidated financial statements.



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UNION TANK CAR COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)



|                                                                                  |  |                             |          |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | --------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                  |  | Three Months EndedMarch 31, |         
|                                                                                  |  | 2006                        |          |   | 2005 |  
|Cash flows from operating activities:                                             |  |                             |          |   |      |   |          |  
|Net income                                                                        |  | $                           | 43,800   |   |      | $ | 35,851   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |          |   |      |   |          |  
|Depreciation and amortization                                                     |  |                             | 45,252   |   |      |   | 42,083   |  
|Deferred taxes                                                                    |  |                             | 2,392    |   |      |   | (1,605   | )
|Gain on disposition of lease fleet and other fixed assets                         |  |                             | (2,491   | ) |      |   | (2,809   | )
|Other non-cash income and expenses                                                |  |                             | 4,536    |   |      |   | 3,014    |  
|Changes in assets and liabilities:                                                |  |                             |          |   |      |   |          |  
|Accounts receivable                                                               |  |                             | (11,101  | ) |      |   | (5,056   | )
|Inventories                                                                       |  |                             | (4,948   | ) |      |   | (22,095  | )
|Prepaid expenses and deferred charges                                             |  |                             | (9,489   | ) |      |   | (1,132   | )
|Accounts payable and accrued expenses                                             |  |                             | 56,011   |   |      |   | 15,060   |  
|                                                                                  |  |                             |          |   |      |   |          |  
|Net cash provided by operating activities                                         |  |                             | 123,962  |   |      |   | 63,311   |  
|                                                                                  |  |                            
|Cash flows from investing activities:                                             |  |                             |          |   |      |   |          |  
|Construction and purchase of lease fleet and other fixed assets                   |  |                             | (237,258 | ) |      |   | (168,199 | )
|Proceeds from sales of available-for-sale securities                              |  |                             | 6,500    |   |      |   | 10,963   |  
|Proceeds from sales of short-term investments                                     |  |                             | 81,736   |   |      |   | 45,297   |  
|Increase in advance from parent and affiliates                                    |  |                             | 121,240  |   |      |   | 103,091  |  
|Increase in other assets                                                          |  |                             | (2,739   | ) |      |   | (223     | )
|Proceeds from disposals of lease fleet and other fixed assets                     |  |                             | 6,906    |   |      |   | 5,043    |  
|                                                                                  |  |                             |          |   |      |   |          |  
|Net cash used in investing activities                                             |  |                             | (23,615  | ) |      |   | (4,028   | )
|                                                                                  |  |                            
|Cash flows from financing activities:                                             |  |                             |          |   |      |   |          |  
|Principal payments of debt                                                        |  |                             | (36,924  | ) |      |   | (9,555   | )
|Cash dividends                                                                    |  |                             | (30,000  | ) |      |   | (25,000  | )
|                                                                                  |  |                             |          |   |      |   |          |  
|Net cash used in financing activities                                             |  |                             | (66,924  | ) |      |   | (34,555  | )
|                                                                                  |  |                            
|Effect of exchange rates on cash and cash equivalents                             |  |                             | (418     | ) |      |   | (138     | )
|                                                                                  |  |                             |          |   |      |   |          |  
|Increase in cash and cash equivalents                                             |  |                             | 33,005   |   |      |   | 24,590   |  
|                                                                                  |  |                            
|Cash and cash equivalents at beginning of year                                    |  |                             | 150,628  |   |      |   | 98,336   |  
|                                                                                  |  |                             |          |   |      |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                           | 183,633  |   |      | $ | 122,926  |  
|                                                                                  |  |                             |          |   |      |   |          |  
|Cash paid during the period for:                                                  |  |                             |          |   |      |   |          |  
|Interest                                                                          |  | $                           | 11,714   |   |      | $ | 17,342   |  
|Income taxes                                                                      |  |                             | 14,040   |   |      |   | 14,263   |  

See notes to condensed consolidated financial statements.



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UNION TANK CAR COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands)

(Unaudited)



|1. | Ownership
|-- | ---------

UNION TANK CAR COMPANY (the
Company) is a wholly owned subsidiary of Marmon Holdings, Inc. (Holdings). Substantially all of the stock of Holdings is owned, directly or indirectly, by trusts for the benefit of certain members of the Pritzker family. As
used herein, Pritzker family refers to the lineal descendants of Nicholas J. Pritzker, deceased.



|2. | Basis of Presentation
|-- | ---------------------

The accompanying unaudited
condensed consolidated financial statements include all adjustments, consisting of normal recurring accruals, which the Company considers necessary for a fair presentation. These interim financial statements do not include all disclosures normally
provided in annual financial statements. Accordingly, they should be read in conjunction with the consolidated financial statements and notes thereto in the Companys 2005 Annual Report on Form 10-K.

Certain prior year amounts have been reclassified to conform to the current year presentation. These changes have no impact on previous reported net
income and are deemed to be immaterial.

The 2006 interim results presented herein are not necessarily indicative of the results of
operations for the full year 2006.



|3. | Significant Accounting Policies
|-- | -------------------------------

Available-for-Sale Securities

Available-for-sale securities consist of investment-grade corporate debt securities and U.S.
government obligations. Management determines the appropriate classification of investments at the time of acquisition and reevaluates such determination at each balance sheet date. Available-for-sale securities are carried at fair value, with
unrealized holding gains and losses, net of tax, reported as a separate component of stockholders equity.

Inventories

Inventories are valued at the lower of cost or market, using the first-in, first-out (FIFO) or last-in,
first-out (LIFO) methods. Finished goods, work-in-process, and raw materials represented approximately 52%, 12%, and 36% of net inventories at March 31, 2006 and 55%, 14%, and 31% of net inventories at December 31, 2005,
respectively. The Company uses the LIFO costing method for approximately 68% of its total gross inventories at March 31, 2006 and December 31, 2005.



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|3. | Significant Accounting Policies (Continued)
|-- | -------------------------------------------

Property and Equipment

Property and equipment are depreciated or amortized over their useful lives on the straight-line method
based on managements estimates of the period over which the assets will generate revenue. The Company periodically reviews these lives relative to physical factors, economic factors and industry trends.

Asset Impairment

In
assessing recoverability of the Companys long-lived assets, the Company considers changes in economic conditions and makes assumptions regarding estimated future cash flows and other factors. If these estimates or their related assumptions
change in the future, the Company may be required to record impairment charges.

Lease Fleet and Other Fixed Assets



|                                      |  |               |            |   |                  |   |            |  
|------------------------------------- |  | ------------- | ---------- | - | ---------------- | - | ---------- | -
|                                      |  | March 31,2006 |            |   | December 31,2005 |  
|Railcar lease fleet                   |  |               |            |   |                  |   |            |  
|Gross cost                            |  | $             | 4,039,129  |   |                  | $ | 3,852,919  |  
|Less accumulated depreciation         |  |               | (1,717,608 | ) |                  |   | (1,697,494 | )
|                                      |  |               |            |   |                  |   |            |  
|                                      |  | $             | 2,321,521  |   |                  | $ | 2,155,425  |  
|                                      |  |               |            |   |                  |   |            |  
|Intermodal tank container lease fleet |  |               |            |   |                  |   |            |  
|Gross cost                            |  | $             | 463,618    |   |                  | $ | 455,202    |  
|Less accumulated depreciation         |  |               | (123,013   | ) |                  |   | (119,692   | )
|                                      |  |               |            |   |                  |   |            |  
|                                      |  | $             | 340,605    |   |                  | $ | 335,510    |  
|                                      |  |               |            |   |                  |   |            |  
|Other fixed assets                    |  |               |            |   |                  |   |            |  
|Gross cost                            |  | $             | 655,594    |   |                  | $ | 630,663    |  
|Less accumulated depreciation         |  |               | (392,029   | ) |                  |   | (386,830   | )
|                                      |  |               |            |   |                  |   |            |  
|                                      |  | $             | 263,565    |   |                  | $ | 243,833    |  
|                                      |  |               |            |   |                  |   |            |  

Foreign Currency Translation

Foreign currency translation adjustments and transaction gains and losses are borne by Holdings. For the three months ended March 31, 2006 and 2005,
Holdings absorbed gains of $237 and $168, respectively.



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|3. | Significant Accounting Policies (Continued)
|-- | -------------------------------------------

Lessor Accounting

Most of the Companys railcar and intermodal tank container leases are classified as operating leases.
Aggregate rentals from operating leases are reported as revenue ratably over the life of the lease as collectibility is reasonably assured. Expenses, including depreciation and maintenance, are charged as incurred.

Revenue Recognition

Revenue
from sales of products is generally recognized upon shipment to customers which is when title and the risks and rewards of ownership are passed on to the customers. Such revenue is based upon determinable sales prices and is recognized only upon
collectibility being reasonably assured.

Income Taxes

The Company and its more than 80% owned U.S. subsidiaries are included in the consolidated U.S. federal income tax return of Holdings. Under an
arrangement with Holdings, federal income taxes, before consideration of tax credits, are computed as if the Company files a separate consolidated return. For this computation, the Company generally uses tax accounting methods which minimize the
current tax liability (these methods may differ from those used in the consolidated tax return). Tax liabilities are remitted to, and refunds are obtained from, Holdings on this basis. If deductions and credits available to Holdings entire
consolidated group exceed those which can be used on its tax return, allocation of the related benefits between the Company and others will be at the sole discretion of Holdings. As a member of a consolidated federal income tax group, the Company is
contingently liable for the federal income taxes of the other members of the consolidated group.

Legal Matters

The Company and its subsidiaries have been named as defendants in a number of lawsuits and certain claims are pending. The Company has accrued its best
estimate of such claims, and, in the opinion of management, their ultimate resolution will not have a material adverse effect on the Companys consolidated financial position or results of operations.



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|4. | Available-for-Sale Securities
|-- | -----------------------------

At March 31, 2006 and
December 31, 2005, the Company had the following investments in marketable securities which have been classified as available-for-sale:



|                            |  |      |         |                      |   |                       |  |   |            |   |  |   |        
|--------------------------- |  | ---- | ------- | -------------------- | - | --------------------- |  | - | ---------- | - |  | - | -------
|March 31, 2006              |  | Cost |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | Fair Value
|Corporate debt securities   |  | $    | 195,738 |                      | $ |                      |  | $ | (1,152     | ) |  | $ | 194,586
|U.S. government obligations |  |      | 22,945  |                      |   |                      |  |   | (140       | ) |  |   | 22,805 
|                            |  |      |         |                      |   |                       |  |   |            |   |  |   |        
|                            |  | $    | 218,683 |                      | $ |                      |  | $ | (1,292     | ) |  | $ | 217,391
|                            |  |      |         |                      |   |                       |  |   |            |   |  |   |        
|                            |  |      |         |                     
|December 31, 2005           |  | Cost |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | Fair Value
|Corporate debt securities   |  | $    | 202,863 |                      | $ |                      |  | $ | (1,509     | ) |  | $ | 201,354
|U.S. government obligations |  |      | 22,812  |                      |   |                      |  |   | (166       | ) |  |   | 22,646 
|                            |  |      |         |                      |   |                       |  |   |            |   |  |   |        
|                            |  | $    | 225,675 |                      | $ |                      |  | $ | (1,675     | ) |  | $ | 224,000
|                            |  |      |         |                      |   |                       |  |   |            |   |  |   |        

The gross unrealized holding losses, less related taxes ($452 and $586 at March 31, 2006 and
December 31, 2005, respectively) have been reported as a separate component of stockholders equity in the accompanying Condensed Consolidated Balance Sheet.



|5. | Segment Information
|-- | -------------------

The Company operates its largest
businesses in three segments: Railcar, Metals Distribution and Intermodal Tank Container Leasing. Segmentation of the Companys businesses is based upon markets served and organizational structure. The remaining businesses of the Company plus
corporate headquarters items and eliminations, are shown as All Other in the table:



|                                                 |  |                       |       |                    |   |                                |  |          |      |                    |   |      |  |   |      
|------------------------------------------------ |  | --------------------- | ----- | ------------------ | - | ------------------------------ |  | -------- | ---- | ------------------ | - | ---- |  | - | -----
|                                                 |  | Railcar               |       | MetalsDistribution |   | IntermodalTankContainerLeasing |  | AllOther |      | ConsolidatedTotals
|                                                 |  | (Dollars in Millions)
|Three months ended March 31, 2006                |  |                       |       |                    |   |                                |  |          |      |                    |   |      |  |   |      
|Services revenue                                 |  | $                     | 153.4 |                    | $ | 2.0                            |  | $        | 26.6 |                    | $ | 17.0 |  | $ | 199.0
|Sales revenue                                    |  |                       | 33.6  |                    |   | 192.6                          |  |          |     |                    |   | 32.5 |  |   | 258.7
|Income before income taxes and minority interest |  |                       | 33.6  |                    |   | 21.8                           |  |          | 6.4  |                    |   | 11.3 |  |   | 73.1 
|                                                 |  |                       |       |                    |  
|Three months ended March 31, 2005                |  |                       |       |                    |   |                                |  |          |      |                    |   |      |  |   |      
|Services revenue                                 |  | $                     | 142.0 |                    | $ | 2.1                            |  | $        | 25.2 |                    | $ | 15.8 |  | $ | 185.1
|Sales revenue                                    |  |                       | 14.9  |                    |   | 168.2                          |  |          |     |                    |   | 32.5 |  |   | 215.6
|Income before income taxes and minority interest |  |                       | 30.4  |                    |   | 12.8                           |  |          | 5.1  |                    |   | 10.6 |  |   | 58.9 



- 9 -



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##### Table of Contents

|6. | Commitments and Contingencies
|-- | -----------------------------

The Companys Canadian
subsidiaries have approximately $29,960 of demand credit facility available on a no-fee basis. Holdings is a guarantor of this demand credit facility. At March 31, 2006, $11,780 of letters of credit were outstanding. No amounts were outstanding
for overdrafts or borrowings as of March 31, 2006.

The Company provides warranties on certain products for varying lengths of time.
The Company estimates the costs that may be incurred and records a liability in the amount of such costs at the time product revenue is recognized. Changes to the Companys product warranty accrual during the periods are as follows:



|                           |  |                             |      |   |      |   |       |  
|-------------------------- |  | --------------------------- | ---- | - | ---- | - | ----- | -
|                           |  | Three MonthsEnded March 31, |     
|                           |  | 2006                        |      |   | 2005 |  
|Balance, beginning of year |  | $                           | 833  |   |      | $ | 1,687 |  
|Net warranties issued      |  |                             | 139  |   |      |   | 83    |  
|Settlements                |  |                             | (125 | ) |      |   | (106  | )
|                           |  |                             |      |   |      |   |       |  
|Balance, end of period     |  | $                           | 847  |   |      | $ | 1,664 |  
|                           |  |                             |      |   |      |   |       |  

The Company maintains appropriate allowances for warranties and periodically reviews the amount of
allowances based on managements assessment of various factors, including claims experience.



- 10 -



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##### Table of Contents

|7. | Consolidating Financial Information
|-- | -----------------------------------

The following
condensed consolidating statements are provided because Procor Limited, a wholly owned subsidiary of the Company, has issued two separate series of equipment trust certificates, guaranteed by Union Tank Car Company, as part of certain public debt
offerings issued by Union Tank Car Company in the United States.

Condensed consolidating statements of income for the three months ended
March 31, 2006 and 2005 are as follows:



|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|------------------------------------------------------- |  | --------------------------------- | ------- | - | ------------- | - | ------ | ----------------- |  | ------------ | ------- |  | ------------ | -------- | - |  | - | -------
|                                                        |  | Three Months Ended March 31, 2006
|                                                        |  | Union Tank CarCompany             |         |   | ProcorLimited |   |        | OtherSubsidiaries |  | Eliminations |         |  | Consolidated
|Revenues                                                |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|Services                                                |  | $                                 | 133,972 |   |               | $ | 5,786  |                   |  | $            | 79,661  |  | $            | (20,371  | ) |  | $ | 199,048
|Sales                                                   |  |                                   |        |   |               |   |       |                   |  |              | 344,686 |  |              | (86,033  | ) |  |   | 258,653
|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|                                                        |  |                                   | 133,972 |   |               |   | 5,786  |                   |  |              | 424,347 |  |              | (106,404 | ) |  |   | 457,701
|                                                        |  |                                   |         |   |              
|Costs and expenses                                      |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|Cost of services                                        |  |                                   | 81,687  |   |               |   | 4,627  |                   |  |              | 47,017  |  |              | (20,371  | ) |  |   | 112,960
|Cost of sales                                           |  |                                   |        |   |               |   |       |                   |  |              | 305,054 |  |              | (85,876  | ) |  |   | 219,178
|General and administrative                              |  |                                   | 9,144   |   |               |   | 962    |                   |  |              | 25,845  |  |              |         |   |  |   | 35,951 
|Interest expense                                        |  |                                   | 17,687  |   |               |   | 384    |                   |  |              | 1,902   |  |              |         |   |  |   | 19,973 
|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|                                                        |  |                                   | 108,518 |   |               |   | 5,973  |                   |  |              | 379,818 |  |              | (106,247 | ) |  |   | 388,062
|                                                        |  |                                   |         |   |              
|Other income, net                                       |  |                                   | 2,904   |   |               |   | 507    |                   |  |              | 52      |  |              |         |   |  |   | 3,463  
|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|Income before income taxes and minority interest        |  |                                   | 28,358  |   |               |   | 320    |                   |  |              | 44,581  |  |              | (157     | ) |  |   | 73,102 
|Provision for income taxes                              |  |                                   | 9,853   |   |               |   | 96     |                   |  |              | 17,653  |  |              |         |   |  |   | 27,602 
|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|                                                        |  |                                   | 18,505  |   |               |   | 224    |                   |  |              | 26,928  |  |              | (157     | ) |  |   | 45,500 
|                                                        |  |                                   |         |   |              
|Equity in income of subsidiaries                        |  |                                   | 25,295  |   |               |   |       |                   |  |              |        |  |              | (25,295  | ) |  |   |       
|Minority interest                                       |  |                                   |        |   |               |   |       |                   |  |              | 1,700   |  |              |         |   |  |   | 1,700  
|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|Net income                                              |  | $                                 | 43,800  |   |               | $ | 224    |                   |  | $            | 25,228  |  | $            | (25,452  | ) |  | $ | 43,800 
|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|                                                        | 
|                                                        |  | Three Months Ended March 31, 2005
|                                                        |  | Union Tank CarCompany             |         |   | ProcorLimited |   |        | OtherSubsidiaries |  | Eliminations |         |  | Consolidated
|Revenues                                                |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|Services                                                |  | $                                 | 125,964 |   |               | $ | 4,780  |                   |  | $            | 75,250  |  | $            | (20,879  | ) |  | $ | 185,115
|Sales                                                   |  |                                   |        |   |               |   |       |                   |  |              | 285,826 |  |              | (70,234  | ) |  |   | 215,592
|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|                                                        |  |                                   | 125,964 |   |               |   | 4,780  |                   |  |              | 361,076 |  |              | (91,113  | ) |  |   | 400,707
|                                                        |  |                                   |         |   |              
|Costs and expenses                                      |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|Cost of services                                        |  |                                   | 79,502  |   |               |   | 5,643  |                   |  |              | 43,354  |  |              | (20,879  | ) |  |   | 107,620
|Cost of sales                                           |  |                                   | (8      | ) |               |   |       |                   |  |              | 245,089 |  |              | (65,457  | ) |  |   | 179,624
|General and administrative                              |  |                                   | 12,271  |   |               |   | 537    |                   |  |              | 27,258  |  |              | (576     | ) |  |   | 39,490 
|Interest expense                                        |  |                                   | 15,341  |   |               |   | 566    |                   |  |              | 3,712   |  |              |         |   |  |   | 19,619 
|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|                                                        |  |                                   | 107,106 |   |               |   | 6,746  |                   |  |              | 319,413 |  |              | (86,912  | ) |  |   | 346,353
|                                                        |  |                                   |         |   |              
|Other income, net                                       |  |                                   | 2,148   |   |               |   | 657    |                   |  |              | 1,779   |  |              |         |   |  |   | 4,584  
|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|Income (loss) before income taxes and minority interest |  |                                   | 21,006  |   |               |   | (1,309 | )                 |  |              | 43,442  |  |              | (4,201   | ) |  |   | 58,938 
|Provision for income taxes                              |  |                                   | 7,827   |   |               |   | (381   | )                 |  |              | 15,482  |  |              | (1,400   | ) |  |   | 21,528 
|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|                                                        |  |                                   | 13,179  |   |               |   | (928   | )                 |  |              | 27,960  |  |              | (2,801   | ) |  |   | 37,410 
|                                                        |  |                                   |         |   |              
|Equity in income of subsidiaries                        |  |                                   | 22,672  |   |               |   |       |                   |  |              |        |  |              | (22,672  | ) |  |   |       
|Minority interest                                       |  |                                   |        |   |               |   |       |                   |  |              | 1,559   |  |              |         |   |  |   | 1,559  
|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        
|Net income                                              |  | $                                 | 35,851  |   |               | $ | (928   | )                 |  | $            | 26,401  |  | $            | (25,473  | ) |  | $ | 35,851 
|                                                        |  |                                   |         |   |               |   |        |                   |  |              |         |  |              |          |   |  |   |        



- 11 -



---

##### Table of Contents

|7. | Consolidating Financial Information (Continued)
|-- | -----------------------------------------------

Condensed
consolidating balance sheets as of March 31, 2006 and December 31, 2005 are as follows:



|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|--------------------------------------------------- |  | --------------------- | --------- | - | ------------- | - | ------- | ----------------- |  | - | ------------ | - |  | ------------ | ---------- | - |  | - | --------- | -
|                                                    |  | March 31, 2006        |          
|                                                    |  | Union Tank CarCompany |           |   | ProcorLimited |   |         | OtherSubsidiaries |  |   | Eliminations |   |  | Consolidated |           
|Assets                                              |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|                                                    |  |                       |           |   |              
|Cash and cash equivalents                           |  | $                     | 15,602    |   |               | $ | 165,456 |                   |  | $ | 2,575        |   |  | $            |           |   |  | $ | 183,633   |  
|Available-for-sale securities                       |  |                       | 217,391   |   |               |   |        |                   |  |   |             |   |  |              |           |   |  |   | 217,391   |  
|Accounts receivable, net                            |  |                       | 41,901    |   |               |   | 2,227   |                   |  |   | 230,703      |   |  |              | (81,836    | ) |  |   | 192,995   |  
|Accounts and notes receivable, affiliate            |  |                       |          |   |               |   |        |                   |  |   | 43,899       |   |  |              |           |   |  |   | 43,899    |  
|Inventories, net                                    |  |                       | 9,138     |   |               |   | 1,582   |                   |  |   | 148,495      |   |  |              | (96        | ) |  |   | 159,119   |  
|Prepaid expenses and deferred charges               |  |                       | 3,810     |   |               |   | 812     |                   |  |   | 32,176       |   |  |              |           |   |  |   | 36,798    |  
|Advances to parent and affiliates                   |  |                       |          |   |               |   |        |                   |  |   | 391,388      |   |  |              | (391,388   | ) |  |   |          |  
|Railcar lease fleet, net                            |  |                       | 2,085,875 |   |               |   | 30,966  |                   |  |   | 205,130      |   |  |              | (450       | ) |  |   | 2,321,521 |  
|Intermodal tank container lease fleet, net          |  |                       |          |   |               |   |        |                   |  |   | 340,605      |   |  |              |           |   |  |   | 340,605   |  
|Other fixed assets, net                             |  |                       | 41,520    |   |               |   | 14,342  |                   |  |   | 207,703      |   |  |              |           |   |  |   | 263,565   |  
|Investment in subsidiaries                          |  |                       | 1,004,903 |   |               |   | 75,453  |                   |  |   | 87,438       |   |  |              | (1,167,794 | ) |  |   |          |  
|Other assets                                        |  |                       | 5,690     |   |               |   | 603     |                   |  |   | 32,554       |   |  |              |           |   |  |   | 38,847    |  
|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|Total assets                                        |  | $                     | 3,425,830 |   |               | $ | 291,441 |                   |  | $ | 1,722,666    |   |  | $            | (1,641,564 | ) |  | $ | 3,798,373 |  
|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|Liabilities and Stockholders Equity                |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|                                                    |  |                       |           |   |              
|Accounts payable                                    |  | $                     | 70,824    |   |               | $ | 16,278  |                   |  | $ | 97,760       |   |  | $            | (81,830    | ) |  | $ | 103,032   |  
|Accrued liabilities                                 |  |                       | 176,835   |   |               |   | 3,198   |                   |  |   | 138,103      |   |  |              | 17         |   |  |   | 318,153   |  
|Advances from parent and affiliates                 |  |                       | 357,958   |   |               |   | 164,170 |                   |  |   |             |   |  |              | (391,603   | ) |  |   | 130,525   |  
|Debt                                                |  |                       | 1,268,682 |   |               |   | 5,969   |                   |  |   | 127,214      |   |  |              |           |   |  |   | 1,401,865 |  
|Deferred income taxes and investment tax credits    |  |                       | 429,459   |   |               |   | 22,637  |                   |  |   | 135,854      |   |  |              |           |   |  |   | 587,950   |  
|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|Total liabilities                                   |  |                       | 2,303,758 |   |               |   | 212,252 |                   |  |   | 498,931      |   |  |              | (473,416   | ) |  |   | 2,541,525 |  
|                                                    |  |                       |           |   |              
|Minority interest                                   |  |                       |          |   |               |   |        |                   |  |   | 94,381       |   |  |              |           |   |  |   | 94,381    |  
|                                                    |  |                       |           |   |              
|Stockholders equity                                |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|Common stock and additional capital                 |  |                       | 369,558   |   |               |   | 13,345  |                   |  |   | 370,391      |   |  |              | (477,150   | ) |  |   | 276,144   |  
|Retained earnings                                   |  |                       | 764,546   |   |               |   | 66,444  |                   |  |   | 747,196      |   |  |              | (690,998   | ) |  |   | 887,188   |  
|Accumulated other comprehensive losses              |  |                       | (861      | ) |               |   |        |                   |  |   | (4           | ) |  |              |           |   |  |   | (865      | )
|Equity adjustment from foreign currency translation |  |                       | (11,171   | ) |               |   | (600    | )                 |  |   | 11,771       |   |  |              |           |   |  |   |          |  
|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|Total stockholders equity                          |  |                       | 1,122,072 |   |               |   | 79,189  |                   |  |   | 1,129,354    |   |  |              | (1,168,148 | ) |  |   | 1,162,467 |  
|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|Total liabilities and stockholders equity          |  | $                     | 3,425,830 |   |               | $ | 291,441 |                   |  | $ | 1,722,666    |   |  | $            | (1,641,564 | ) |  | $ | 3,798,373 |  
|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  



- 12 -



---

##### Table of Contents

|7. | Consolidating Financial Information (Continued)
|-- | -----------------------------------------------



|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|--------------------------------------------------- |  | --------------------- | --------- | - | ------------- | - | ------- | ----------------- |  | - | ------------ | - |  | ------------ | ---------- | - |  | - | --------- | -
|                                                    |  | December 31, 2005     |          
|                                                    |  | Union Tank CarCompany |           |   | ProcorLimited |   |         | OtherSubsidiaries |  |   | Eliminations |   |  | Consolidated |           
|Assets                                              |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|                                                    |  |                       |           |   |              
|Cash and cash equivalents                           |  | $                     | 70,943    |   |               | $ | 75,151  |                   |  | $ | 4,534        |   |  | $            |           |   |  | $ | 150,628   |  
|Short-term investments                              |  |                       |          |   |               |   | 82,003  |                   |  |   |             |   |  |              |           |   |  |   | 82,003    |  
|Available-for-sale securities                       |  |                       | 224,000   |   |               |   |        |                   |  |   |             |   |  |              |           |   |  |   | 224,000   |  
|Accounts receivable, net                            |  |                       | 40,682    |   |               |   | 1,445   |                   |  |   | 203,808      |   |  |              | (63,730    | ) |  |   | 182,205   |  
|Accounts and notes receivable, affiliate            |  |                       |          |   |               |   |        |                   |  |   | 43,853       |   |  |              |           |   |  |   | 43,853    |  
|Inventories, net                                    |  |                       | 9,464     |   |               |   | 1,652   |                   |  |   | 143,348      |   |  |              | (69        | ) |  |   | 154,395   |  
|Prepaid expenses and deferred charges               |  |                       | 3,296     |   |               |   | 2,479   |                   |  |   | 21,279       |   |  |              |           |   |  |   | 27,054    |  
|Advances to parent and affiliates                   |  |                       |          |   |               |   |        |                   |  |   | 386,205      |   |  |              | (386,205   | ) |  |   |          |  
|Railcar lease fleet, net                            |  |                       | 1,911,056 |   |               |   | 31,398  |                   |  |   | 213,290      |   |  |              | (319       | ) |  |   | 2,155,425 |  
|Intermodal tank container lease fleet, net          |  |                       |          |   |               |   |        |                   |  |   | 335,510      |   |  |              |           |   |  |   | 335,510   |  
|Other fixed assets, net                             |  |                       | 41,261    |   |               |   | 15,196  |                   |  |   | 187,376      |   |  |              |           |   |  |   | 243,833   |  
|Investment in subsidiaries                          |  |                       | 978,377   |   |               |   | 75,455  |                   |  |   | 83,416       |   |  |              | (1,137,248 | ) |  |   |          |  
|Other assets                                        |  |                       | 5,820     |   |               |   | 791     |                   |  |   | 33,169       |   |  |              |           |   |  |   | 39,780    |  
|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|Total assets                                        |  | $                     | 3,284,899 |   |               | $ | 285,570 |                   |  | $ | 1,655,788    |   |  | $            | (1,587,571 | ) |  | $ | 3,638,686 |  
|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|Liabilities and Stockholders Equity                |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|                                                    |  |                       |           |   |              
|Accounts payable                                    |  | $                     | 54,864    |   |               | $ | 16,492  |                   |  | $ | 95,506       |   |  | $            | (63,729    | ) |  | $ | 103,133   |  
|Accrued liabilities                                 |  |                       | 158,123   |   |               |   | 3,687   |                   |  |   | 99,038       |   |  |              | 375        |   |  |   | 261,223   |  
|Advances from parent and affiliates                 |  |                       | 250,875   |   |               |   | 146,074 |                   |  |   |             |   |  |              | (386,372   | ) |  |   | 10,577    |  
|Debt                                                |  |                       | 1,294,134 |   |               |   | 17,419  |                   |  |   | 127,237      |   |  |              |           |   |  |   | 1,438,790 |  
|Deferred income taxes and investment tax credits    |  |                       | 420,937   |   |               |   | 23,308  |                   |  |   | 141,453      |   |  |              |           |   |  |   | 585,698   |  
|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|Total liabilities                                   |  |                       | 2,178,933 |   |               |   | 206,980 |                   |  |   | 463,234      |   |  |              | (449,726   | ) |  |   | 2,399,421 |  
|                                                    |  |                       |           |   |              
|Minority interest                                   |  |                       |          |   |               |   |        |                   |  |   | 92,681       |   |  |              |           |   |  |   | 92,681    |  
|                                                    |  |                       |           |   |              
|Stockholders equity                                |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|Common stock and additional capital                 |  |                       | 367,711   |   |               |   | 13,345  |                   |  |   | 368,339      |   |  |              | (475,098   | ) |  |   | 274,297   |  
|Retained earnings                                   |  |                       | 751,967   |   |               |   | 65,843  |                   |  |   | 718,326      |   |  |              | (662,747   | ) |  |   | 873,389   |  
|Accumulated other comprehensive losses              |  |                       | (1,098    | ) |               |   |        |                   |  |   | (4           | ) |  |              |           |   |  |   | (1,102    | )
|Equity adjustment from foreign currency translation |  |                       | (12,614   | ) |               |   | (598    | )                 |  |   | 13,212       |   |  |              |           |   |  |   |          |  
|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|Total stockholders equity                          |  |                       | 1,105,966 |   |               |   | 78,590  |                   |  |   | 1,099,873    |   |  |              | (1,137,845 | ) |  |   | 1,146,584 |  
|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  
|Total liabilities and stockholders equity          |  | $                     | 3,284,899 |   |               | $ | 285,570 |                   |  | $ | 1,655,788    |   |  | $            | (1,587,571 | ) |  | $ | 3,638,686 |  
|                                                    |  |                       |           |   |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |           |  



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##### Table of Contents

|7. | Consolidating Financial Information (Continued)
|-- | -----------------------------------------------

Condensed
consolidating statements of cash flows for the three months ended March 31, 2006 and 2005 are as follows:



|                                                                |  |                                   |          |   |               |   |         |                   |  |   |              |   |  |              |      |   |  |   |          |  
|--------------------------------------------------------------- |  | --------------------------------- | -------- | - | ------------- | - | ------- | ----------------- |  | - | ------------ | - |  | ------------ | ---- | - |  | - | -------- | -
|                                                                |  | Three Months Ended March 31, 2006 |         
|                                                                |  | Union Tank CarCompany             |          |   | ProcorLimited |   |         | OtherSubsidiaries |  |   | Eliminations |   |  | Consolidated |     
|Net cash provided by operating activities:                      |  | $                                 | 84,820   |   |               | $ | 2,389   |                   |  | $ | 37,172       |   |  | $            | (419 | ) |  | $ | 123,962  |  
|                                                                |  |                                   |          |   |              
|Cash flows from investing activities:                           |  |                                   |          |   |               |   |         |                   |  |   |              |   |  |              |      |   |  |   |          |  
|Construction and purchase of lease fleet and other fixed assets |  |                                   | (204,217 | ) |               |   | (238    | )                 |  |   | (32,937      | ) |  |              | 134  |   |  |   | (237,258 | )
|Proceeds from sales of available-for-sale securities            |  |                                   | 6,500    |   |               |   |        |                   |  |   |             |   |  |              |     |   |  |   | 6,500    |  
|Proceeds from sales of short-term investments                   |  |                                   |         |   |               |   | 81,736  |                   |  |   |             |   |  |              |     |   |  |   | 81,736   |  
|Increase (decrease) in advance from parent and affiliates       |  |                                   | 108,734  |   |               |   | 18,096  |                   |  |   | (5,495       | ) |  |              | (95  | ) |  |   | 121,240  |  
|(Increase) decrease in other assets                             |  |                                   | (3       | ) |               |   | 188     |                   |  |   | (2,924       | ) |  |              |     |   |  |   | (2,739   | )
|Proceeds from disposals of lease fleet and other fixed assets   |  |                                   | 4,277    |   |               |   | 2       |                   |  |   | 2,627        |   |  |              |     |   |  |   | 6,906    |  
|                                                                |  |                                   |          |   |               |   |         |                   |  |   |              |   |  |              |      |   |  |   |          |  
|Net cash (used in) provided by investing activities             |  |                                   | (84,709  | ) |               |   | 99,784  |                   |  |   | (38,729      | ) |  |              | 39   |   |  |   | (23,615  | )
|                                                                |  |                                   |          |   |              
|Cash flows from financing activities:                           |  |                                   |          |   |               |   |         |                   |  |   |              |   |  |              |      |   |  |   |          |  
|Principal payments of debt                                      |  |                                   | (25,452  | ) |               |   | (11,450 | )                 |  |   | (22          | ) |  |              |     |   |  |   | (36,924  | )
|Cash dividends                                                  |  |                                   | (30,000  | ) |               |   |        |                   |  |   | (380         | ) |  |              | 380  |   |  |   | (30,000  | )
|                                                                |  |                                   |          |   |               |   |         |                   |  |   |              |   |  |              |      |   |  |   |          |  
|Net cash used in financing activities                           |  |                                   | (55,452  | ) |               |   | (11,450 | )                 |  |   | (402         | ) |  |              | 380  |   |  |   | (66,924  | )
|                                                                |  |                                   |          |   |              
|Effect of exchange rates on cash and cash equivalents           |  |                                   |         |   |               |   | (418    | )                 |  |   |             |   |  |              |     |   |  |   | (418     | )
|                                                                |  |                                   |          |   |               |   |         |                   |  |   |              |   |  |              |      |   |  |   |          |  
|Net (decrease) increase in cash and cash equivalents            |  |                                   | (55,341  | ) |               |   | 90,305  |                   |  |   | (1,959       | ) |  |              |     |   |  |   | 33,005   |  
|                                                                |  |                                   |          |   |              
|Cash and cash equivalents at beginning of year                  |  |                                   | 70,943   |   |               |   | 75,151  |                   |  |   | 4,534        |   |  |              |     |   |  |   | 150,628  |  
|                                                                |  |                                   |          |   |               |   |         |                   |  |   |              |   |  |              |      |   |  |   |          |  
|Cash and cash equivalents at end of period                      |  | $                                 | 15,602   |   |               | $ | 165,456 |                   |  | $ | 2,575        |   |  | $            |     |   |  | $ | 183,633  |  
|                                                                |  |                                   |          |   |               |   |         |                   |  |   |              |   |  |              |      |   |  |   |          |  



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##### Table of Contents

|7. | Consolidating Financial Information (Continued)
|-- | -----------------------------------------------



|                                                                |  |                                   |          |   |               |   |        |                   |  |   |              |   |  |              |      |   |  |   |          |  
|--------------------------------------------------------------- |  | --------------------------------- | -------- | - | ------------- | - | ------ | ----------------- |  | - | ------------ | - |  | ------------ | ---- | - |  | - | -------- | -
|                                                                |  | Three Months Ended March 31, 2005 |         
|                                                                |  | Union Tank CarCompany             |          |   | ProcorLimited |   |        | OtherSubsidiaries |  |   | Eliminations |   |  | Consolidated |     
|Net cash provided by (used in) operating activities:            |  | $                                 | 49,883   |   |               | $ | (27    | )                 |  | $ | 12,857       |   |  | $            | 598  |   |  | $ | 63,311   |  
|                                                                |  |                                   |          |   |              
|Cash flows from investing activities:                           |  |                                   |          |   |               |   |        |                   |  |   |              |   |  |              |      |   |  |   |          |  
|Construction and purchase of lease fleet and other fixed assets |  |                                   | (146,202 | ) |               |   | (180   | )                 |  |   | (21,219      | ) |  |              | (598 | ) |  |   | (168,199 | )
|Proceeds from sales of available-for-sale securities            |  |                                   | 10,963   |   |               |   |       |                   |  |   |             |   |  |              |     |   |  |   | 10,963   |  
|Proceeds from sales of short-term investments                   |  |                                   |         |   |               |   | 45,297 |                   |  |   |             |   |  |              |     |   |  |   | 45,297   |  
|Decrease in advance to parent and affiliates                    |  |                                   | 88,657   |   |               |   | 7,254  |                   |  |   | 7,180        |   |  |              |     |   |  |   | 103,091  |  
|Decrease (increase) in other assets                             |  |                                   |         |   |               |   | 678    |                   |  |   | (901         | ) |  |              |     |   |  |   | (223     | )
|Proceeds from disposals of lease fleet and other fixed assets   |  |                                   | 2,615    |   |               |   | 13     |                   |  |   | 2,415        |   |  |              |     |   |  |   | 5,043    |  
|                                                                |  |                                   |          |   |               |   |        |                   |  |   |              |   |  |              |      |   |  |   |          |  
|Net cash (used in) provided by investing activities             |  |                                   | (43,967  | ) |               |   | 53,062 |                   |  |   | (12,525      | ) |  |              | (598 | ) |  |   | (4,028   | )
|                                                                |  |                                   |          |   |              
|Cash flows from financing activities:                           |  |                                   |          |   |               |   |        |                   |  |   |              |   |  |              |      |   |  |   |          |  
|Principal payments of debt                                      |  |                                   | (9,536   | ) |               |   |       |                   |  |   | (19          | ) |  |              |     |   |  |   | (9,555   | )
|Cash dividends                                                  |  |                                   | (25,000  | ) |               |   |       |                   |  |   |             |   |  |              |     |   |  |   | (25,000  | )
|                                                                |  |                                   |          |   |               |   |        |                   |  |   |              |   |  |              |      |   |  |   |          |  
|Net cash used in financing activities                           |  |                                   | (34,536  | ) |               |   |       |                   |  |   | (19          | ) |  |              |     |   |  |   | (34,555  | )
|                                                                |  |                                   |          |   |              
|Effect of exchange rates on cash and cash equivalents           |  |                                   |         |   |               |   | (138   | )                 |  |   |             |   |  |              |     |   |  |   | (138     | )
|                                                                |  |                                   |          |   |               |   |        |                   |  |   |              |   |  |              |      |   |  |   |          |  
|Net (decrease) increase in cash and cash equivalents            |  |                                   | (28,620  | ) |               |   | 52,897 |                   |  |   | 313          |   |  |              |     |   |  |   | 24,590   |  
|                                                                |  |                                   |          |   |              
|Cash and cash equivalents at beginning of year                  |  |                                   | 61,663   |   |               |   | 33,123 |                   |  |   | 3,550        |   |  |              |     |   |  |   | 98,336   |  
|                                                                |  |                                   |          |   |               |   |        |                   |  |   |              |   |  |              |      |   |  |   |          |  
|Cash and cash equivalents at end of period                      |  | $                                 | 33,043   |   |               | $ | 86,020 |                   |  | $ | 3,863        |   |  | $            |     |   |  | $ | 122,926  |  
|                                                                |  |                                   |          |   |               |   |        |                   |  |   |              |   |  |              |      |   |  |   |          |  



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##### Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion
should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and the related notes that appear elsewhere in this document as well as our 2005 Annual Report on Form 10-K for the year ended December 31, 2005 filed
with the SEC on March 31, 2006.

Forward-Looking Statements

Certain statements contained in this quarterly report on Form 10-Q for the quarter ended March 31, 2006 may include certain forward-looking statements, within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including (without limitation) statements with respect to anticipated future operating and financial
performance, growth and acquisition opportunities and other similar forecasts and statements of expectation. Words such as expects, anticipates, intends, plans, believes, seeks,
estimates, and should and variations of these words and similar expressions, are intended to identify these forward-looking statements. Forward-looking statements made by the Company and its management are based on estimates,
projections, beliefs and assumptions of management at the time of such statements and are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statement based on the occurrence of future
events, the receipt of new information or otherwise. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by the Company and its management as a result of a number of risks,
uncertainties and assumptions. In addition, certain factors, including risk factors identified in Part I - Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2005, may affect the
Companys businesses. As a result, past financial results may not be a reliable indicator of future performance.

Results of Operations

1stQuarter 2006 versus 1stQuarter 2005

Performance of the equipment leasing businesses improved in all major markets. Demand for existing railcar equipment remained strong, resulting in fleet growth, higher
fleet utilization and improved lease rental rates. Demand for leased intermodal tank containers remained strong, resulting in fleet growth and higher utilization.

First quarter revenues and gross profit from services were as follows:



|                           |  |                        |         |   |      |   |         |                    |  |   |       
|-------------------------- |  | ---------------------- | ------- | - | ---- | - | ------- | ------------------ |  | - | ------
|                           |  | 2006                   |         |   | 2005 |   |         | Increase(Decrease)
|                           |  | (Dollars in Thousands)
|Services revenue           |  | $                      | 199,048 |   |      | $ | 185,115 |                    |  | $ | 13,933
|Cost of services           |  |                        | 112,960 |   |      |   | 107,620 |                    |  |   | 5,340 
|                           |  |                        |         |   |      |   |         |                    |  |   |       
|Gross profit from services |  | $                      | 86,088  |   |      | $ | 77,495  |                    |  | $ | 8,593 
|Gross profit %             |  |                        | 43      | % |      |   | 42      | %                  |  |   |       



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##### Table of Contents

Services revenue in the first quarter of 2006 increased from the first quarter of 2005 primarily due to an $11.5 million
increase in railcar leasing and service revenues (equipment additions and improved utilization rate), $1.8 million higher revenue in the contract rail switching business, and a $1.5 million increase in intermodal tank container leasing revenues
(equipment additions and improved utilization rate).

Gross profit on services revenue in the first quarter of 2006 increased from the first quarter of
2005 primarily due to a $7.4 million increase for railcar leasing (equipment additions, higher utilization rate and higher disposal gains more than offsetting higher maintenance expense), and a $1.1 million increase for the intermodal tank container
leasing business (equipment additions and higher utilization rate).

Average fleet utilization of the Companys railcar fleet was 99% for the first
quarter of 2006, compared with 98% for the first quarter of 2005. Utilization rates of the Companys existing railcars are driven by long-term requirements of manufacturers and shippers of chemical products, petroleum products, food products,
and bulk plastics, and suitability of the Companys fleet to meet such demand. The potential impact of short-term fluctuations in demand is tempered by the longer-term nature of the leases.

Sales revenue increased primarily due to increased demand for products of the metals distribution business and for railcars.

First quarter revenues and gross profit from sales were as follows:



|                        |  |                        |         |   |      |   |         |                    |  |   |       
|----------------------- |  | ---------------------- | ------- | - | ---- | - | ------- | ------------------ |  | - | ------
|                        |  | 2006                   |         |   | 2005 |   |         | Increase(Decrease)
|                        |  | (Dollars in Thousands)
|Sales revenue           |  | $                      | 258,653 |   |      | $ | 215,592 |                    |  | $ | 43,061
|Cost of sales           |  |                        | 219,178 |   |      |   | 179,624 |                    |  |   | 39,554
|                        |  |                        |         |   |      |   |         |                    |  |   |       
|Gross profit from sales |  | $                      | 39,475  |   |      | $ | 35,968  |                    |  | $ | 3,507 
|Gross profit %          |  |                        | 15      | % |      |   | 17      | %                  |  |   |       

Sales revenue for the first quarter of 2006 increased from the first quarter of 2005 primarily due to $24.3
million higher sales of metals distribution products (higher volume) and $18.7 million increased sales of manufactured railcars (higher volume and prices).

Gross profit on sales in the first quarter of 2006 increased from the first quarter of 2005 primarily due to an $8.2 million increase for metals distribution products (higher prices partially offset by higher costs), partially offset by a
$4.7 million decrease for manufactured railcars (primarily caused by higher material prices for railcar components, steel and material surcharges).

General and administrative expenses in the first quarter of 2006 were $3.5 million lower than in the first quarter of 2005 due to higher expenses in the railcar leasing business in the first quarter of 2005.

Interest expense in the first quarter of 2006 was $0.4 million higher than in the first quarter of 2005 due to the interest expense related to new financing in 2005 more
than offsetting lower interest expense from principal repayments of debt.



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##### Table of Contents

Provision for income taxes was $27.6 million in the first quarter of 2006 with an effective tax rate of 37.8%, compared
with $21.5 million in the first quarter of 2005 with an effective tax rate of 36.5%.

Financial Condition and Liquidity

1stQuarter 2006 versus 1stQuarter 2005

Operating activities provided $124.0 million of net cash in the first quarter of 2006, compared with $63.3 million in the first quarter of 2005. The net cash provided by
operating activities was higher in the first quarter of 2006 primarily due to increases in accrued expenses and higher net income.

The net cash provided
by operating activities, funds advanced from Holdings, and funds from the liquidation of short-term investments and available-for-sale securities were used to finance additions to the lease fleet and other fixed assets, pay dividends to the
Companys stockholder, and service debt obligations.

During the first quarter of 2006, the Company reduced its investment in available-for-sale
securities by $6.5 million. The securities are investment-grade debt obligations with a combined weighted-average maturity under two years. The investments are available for the Companys use to fund repayment of principal obligations, finance
lease fleet additions (including the exercise of sale-leaseback purchase options), or fund other operating needs.

During the first quarter of 2006, the
Company invested $237.3 million in the construction and purchase of lease fleet and other fixed assets, compared with $168.2 million in the first quarter of 2005. The increase in capital expenditures was due to a $113.9 million expenditure to
exercise purchase options for railcars related to sale-leaseback transactions (compared with a $76.0 million expenditure in the first quarter of 2005 to exercise purchase options for railcars related to sale-leaseback transactions), and investment
in railcar manufacturing assets. Of the $113.9 million for the railcars related to the sale-leaseback transactions, $63.9 million was paid in January 2006 and the remaining $50.0 million is payable in four installments ending in December 2006 and is
included in accrued expenses.

Since capital expenditures for railcars are generally incurred subsequent to receipt of firm customer lease orders, such
expenditures are discretionary to the Company based on its desire to accept those lease orders. Capital expenditures for intermodal tank containers are likewise discretionary in the intermodal tank container business.

Capital spending as of the end of the first quarter of 2006 for the construction of a new tank car manufacturing plant in Alexandria, Louisiana totaled $80.1 million, of
which $16.2 million has been reimbursed by state and local governments. The remaining capital spending on the Alexandria plant, with completion anticipated later in 2006, is expected to be approximately $20.9 million, of which $15.8 million is
expected to be reimbursed by state and local governments.

Proceeds from disposals of lease fleet and other fixed assets were $6.9 million in the first
quarter of 2006 compared with $5.0 million in the first quarter of 2005.



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##### Table of Contents

Net cash used in investing activities was $23.6 million in the first quarter of 2006 compared with $4.0 million used
in the first quarter of 2005.

During the first quarter of 2006, the Companys financing activities included principal repayments on debt totaled
$36.9 million compared with $9.6 million in the first quarter of 2005. Cash dividends were $30.0 million in the first quarter of 2006 compared with $25.0 million in the first quarter of 2005. Net cash provided by financing activities was $66.9
million in the first quarter of 2006 compared with $34.6 million in the first quarter of 2005.

It is the Companys policy to pay to Holdings a
quarterly dividend of approximately 70% of net income. To the extent that the Company generates cash in excess of its operating needs, such funds, in excess of the amounts paid as dividends, are advanced to Holdings. Conversely, when the Company
requires additional funds to support its operations, prior advances are repaid by or advanced from Holdings. Funds advanced to or from Holdings bear interest at commercial rates. No restrictions exist regarding the amount of dividends which may be
paid or advances which may be made by the Company to Holdings.

Management expects future cash provided from operating activities, long-term financings,
and available-for-sale securities will be adequate to provide for the continued investment in the Companys business and enable it to meet its debt service obligations.

New Accounting Pronouncements

In
February 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 155, Accounting for Certain Hybrid Financial Instruments. SFAS 155 permits fair
value remeasurement for any hybrid financial instruments that contains an embedded derivative that otherwise would require bifurcation. This statement is effective for all financial instruments acquired, issued or subject to remeasurement in the
fiscal year that begins after September 15, 2006. The adoption of SFAS 155 is not expected to have a material effect on the Companys consolidated financial statements.



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##### Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes during the first
quarter of 2006 in the Companys disclosure of the quantitative and qualitative market risk contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2005.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company conducted an evaluation, under
the supervision and with the participation of the Companys Principal Executive Officer and Principal Financial Officer, of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the Exchange Act)). Based upon that evaluation, the Companys Principal Executive Officer and Principal Financial Officer have concluded that the Companys disclosure controls and procedures are effective
to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission
rules and forms.

There was no change in the Companys internal control over financial reporting during the Companys most recently completed
fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal controls over financial reporting.

The Companys management, including the Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud.
A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.



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##### Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Reference is made to Business - Environmental Matters in the
Companys Annual Report on Form 10-K for the year ended December 31, 2005 for a description of certain environmental matters.

ITEM 1A. RISK FACTORS

There have been no material changes in the Companys risk factors from those
disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2005. In addition to the other information set forth in this report, you should carefully consider the risk factors contained in such annual report, as
such risks or other risks not currently known to the Company or that the Company does not currently deem material could materially affect the Companys business, financial condition or future results.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS



|             |  |                                                                                                                       
|------------ |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibit 31.1 |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                
|             | 
|Exhibit 31.2 |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                
|             | 
|Exhibit 32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|             | 
|Exhibit 32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Instruments defining the rights of holders of long-term debt are not being filed herewith pursuant
to the provisions of paragraph 4(v) of Item 601(b) of Regulation S-K. The Company agrees to furnish a copy of any such instrument to the Commission upon request.



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.



|                    |  |                                                               
|------------------- |  | --------------------------------------------------------------
|                    |  | UNION TANK CAR COMPANY                                        
|                    |  | REGISTRANT                                                    
|                    | 
|Dated: May 15, 2006 |  | /s/ Mark J. Garrette                                          
|                    |  | Mark J. Garrette                                              
|                    |  | Vice President                                                
|                    |  | (principal financial officer and principal accounting officer)



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