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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 June 30, 2004



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



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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 an accelerated filer (as defined in Rule
12b-2 of the Act).    Yes ̈No  x



There is no voting stock held by non-affiliates of the registrant. This report is being
filed by the registrant as a result of undertakings made pursuant to Section 15(d) of the Securities Exchange Act of 1934.



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##### Table of Contents

UNION TANK CAR COMPANY AND SUBSIDIARIES

FORM 10-Q

INDEX



|                              |  |         |  |                                                                                                       |  |     
|----------------------------- |  | ------- |  | ----------------------------------------------------------------------------------------------------- |  | ----
|                              |  |         |  |                                                                                                       |  | Page
|Part I.
Financial Information |  |        
|                              |  |         | 
|                              |  | Item 1. |  | Financial Statements                                                                                  |  |     
|                              |  |         | 
|                              |  |         |  | Condensed consolidated statement of income - three and six month periods ended June 30, 2004 and 2003 |  | 3   
|                              |  |         | 
|                              |  |         |  | Condensed consolidated balance sheet - June 30, 2004 and December 31, 2003                            |  | 4   
|                              |  |         | 
|                              |  |         |  | Condensed consolidated statement of cash flows - six months ended June 30, 2004 and 2003              |  | 5   
|                              |  |         | 
|                              |  |         |  | Notes to condensed consolidated financial statements                                                  |  | 6   
|                              |  |         | 
|                              |  | Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                 |  | 14  
|                              |  |         | 
|                              |  | Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                            |  | 19  
|                              |  |         | 
|                              |  | Item 4. |  | Controls and Procedures                                                                               |  | 19  
|                              | 
|Part II.
Other Information    |  |        
|                              |  |         | 
|                              |  | Item 1. |  | Legal Proceedings                                                                                     |  | 20  
|                              |  |         | 
|                              |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                                      |  | 20  
|                              |  |        
|Signatures                    |  |         |  | 21                                                                                                   



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PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



UNION TANK CAR COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(Dollars in Thousands)

(Unaudited)



|                                                            |  |                            |         |                           |   |         |  |      |         |  |   |        
|----------------------------------------------------------- |  | -------------------------- | ------- | ------------------------- | - | ------- |  | ---- | ------- |  | - | -------
|                                                            |  | Three Months EndedJune 30, |         | Six Months Ended June 30,
|                                                            |  | 2004                       |         | 2003                      |   | 2004    |  | 2003
|Revenues                                                    |  |                            |         |                           |   |         |  |      |         |  |   |        
|Services (leasing and other)                                |  | $                          | 182,503 |                           | $ | 177,850 |  | $    | 366,282 |  | $ | 351,843
|Net sales                                                   |  |                            | 192,033 |                           |   | 139,245 |  |      | 356,420 |  |   | 271,309
|                                                            |  |                            |         |                           |   |         |  |      |         |  |   |        
|                                                            |  |                            | 374,536 |                           |   | 317,095 |  |      | 722,702 |  |   | 623,152
|Other income, net                                           |  |                            | 2,486   |                           |   | 757     |  |      | 5,055   |  |   | 3,003  
|                                                            |  |                            |         |                           |   |         |  |      |         |  |   |        
|                                                            |  |                            | 377,022 |                           |   | 317,852 |  |      | 727,757 |  |   | 626,155
|Costs and expenses                                          |  |                            |         |                           |   |         |  |      |         |  |   |        
|Cost of services                                            |  |                            | 113,404 |                           |   | 116,016 |  |      | 230,286 |  |   | 226,002
|Cost of sales                                               |  |                            | 152,822 |                           |   | 115,741 |  |      | 285,831 |  |   | 226,726
|Write-down of investment in aircraft direct financing lease |  |                            |        |                           |   | 24,506  |  |      |        |  |   | 24,506 
|General and administrative                                  |  |                            | 34,688  |                           |   | 32,244  |  |      | 70,987  |  |   | 68,660 
|Interest                                                    |  |                            | 17,539  |                           |   | 17,833  |  |      | 34,316  |  |   | 35,833 
|                                                            |  |                            |         |                           |   |         |  |      |         |  |   |        
|                                                            |  |                            | 318,453 |                           |   | 306,340 |  |      | 621,420 |  |   | 581,727
|                                                            |  |                            |         |                           |   |         |  |      |         |  |   |        
|Income before income taxes                                  |  |                            | 58,569  |                           |   | 11,512  |  |      | 106,337 |  |   | 44,428 
|                                                            |  |                            |         |                          
|Provision for income taxes                                  |  |                            | 23,588  |                           |   | 6,487   |  |      | 42,899  |  |   | 18,544 
|                                                            |  |                            |         |                           |   |         |  |      |         |  |   |        
|Net income                                                  |  |                            | 34,981  |                           |   | 5,025   |  |      | 63,438  |  |   | 25,884 
|                                                            |  |                            |         |                          
|Other comprehensive income                                  |  |                            |         |                           |   |         |  |      |         |  |   |        
|Unrealized gains on securities, net of tax                  |  |                            | 12      |                           |   |        |  |      | 12      |  |   |       
|                                                            |  |                            |         |                           |   |         |  |      |         |  |   |        
|Comprehensive income                                        |  | $                          | 34,993  |                           | $ | 5,025   |  | $    | 63,450  |  | $ | 25,884 
|                                                            |  |                            |         |                           |   |         |  |      |         |  |   |        



See notes to condensed
consolidated financial statements.



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UNION TANK CAR COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Dollars in Thousands)



|                                                                                    |  |               |           |                  |   |          
|----------------------------------------------------------------------------------- |  | ------------- | --------- | ---------------- | - | ---------
|                                                                                    |  | June 30, 2004 |           | December 31,2003
|                                                                                    |  | (Unaudited)   |           |                 
|Assets                                                                              |  |               |           |                  |   |          
|                                                                                    |  |              
|Cash and cash equivalents                                                           |  | $             | 186,076   |                  | $ | 56,197   
|Short-term investments                                                              |  |               | 14,839    |                  |   | 62,606   
|Accounts receivable, primarily due within one year                                  |  |               | 156,290   |                  |   | 133,036  
|Accounts and notes receivable, affiliates                                           |  |               | 43,542    |                  |   | 43,546   
|Inventories, net of LIFO reserves of $45,226 ($35,056 at December 31, 2003)         |  |               | 137,248   |                  |   | 121,899  
|Available-for-sale securities                                                       |  |               | 159,956   |                  |   |         
|Prepaid expenses and deferred charges                                               |  |               | 12,548    |                  |   | 9,711    
|Advances to parent company, principally at LIBOR plus 1%                            |  |               | 264,273   |                  |   | 310,792  
|Railcar lease fleet, net                                                            |  |               | 1,712,991 |                  |   | 1,676,293
|Intermodal tank container lease fleet, net                                          |  |               | 314,453   |                  |   | 299,897  
|Fixed assets, net                                                                   |  |               | 190,863   |                  |   | 192,818  
|Investment in aircraft direct financing lease                                       |  |               | 2,025     |                  |   | 2,082    
|Other assets                                                                        |  |               | 41,385    |                  |   | 42,089   
|                                                                                    |  |               |           |                  |   |          
|Total assets                                                                        |  | $             | 3,236,489 |                  | $ | 2,950,966
|                                                                                    |  |               |           |                  |   |          
|Liabilities and Stockholders Equity                                                |  |               |           |                  |   |          
|                                                                                    |  |              
|Accounts payable                                                                    |  | $             | 80,040    |                  | $ | 60,336   
|Accrued liabilities                                                                 |  |               | 235,127   |                  |   | 264,812  
|Borrowed debt, including $63,942 due within one year ($78,449 at December 31, 2003) |  |               | 1,212,056 |                  |   | 945,687  
|                                                                                    |  |               |           |                  |   |          
|                                                                                    |  |               | 1,527,223 |                  |   | 1,270,835
|                                                                                    |  |              
|Deferred income taxes and investment tax credits                                    |  |               | 561,797   |                  |   | 554,819  
|Minority interest                                                                   |  |               | 94,265    |                  |   | 91,558   
|                                                                                    |  |              
|Stockholders equity                                                                |  |               |           |                  |   |          
|Common stock and additional capital                                                 |  |               | 265,061   |                  |   | 265,061  
|Retained earnings                                                                   |  |               | 788,131   |                  |   | 768,693  
|Unrealized gains on available-for-sale securities, net                              |  |               | 12        |                  |   |         
|                                                                                    |  |               |           |                  |   |          
|Total stockholders equity                                                          |  |               | 1,053,204 |                  |   | 1,033,754
|                                                                                    |  |               |           |                  |   |          
|Total liabilities and stockholders equity                                          |  | $             | 3,236,489 |                  | $ | 2,950,966
|                                                                                    |  |               |           |                  |   |          



See notes to condensed
consolidated financial statements.



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UNION TANK CAR COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)



|                                                                                  |  |                           |          |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                  |  | Six Months Ended June 30, |         
|                                                                                  |  | 2004                      |          |   | 2003 |  
|Cash flows from operating activities:                                             |  |                           |          |   |      |   |          |  
|Net income                                                                        |  | $                         | 63,438   |   |      | $ | 25,884   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |          |   |      |   |          |  
|Depreciation and amortization                                                     |  |                           | 80,044   |   |      |   | 79,908   |  
|Deferred taxes                                                                    |  |                           | 7,946    |   |      |   | 5,290    |  
|Write-down of investment in aircraft direct financing lease                       |  |                           |         |   |      |   | 24,506   |  
|Gain on disposition of lease fleet and other fixed assets                         |  |                           | (4,266   | ) |      |   | (751     | )
|Loss on disposition of business                                                   |  |                           |         |   |      |   | 1,494    |  
|Other non-cash income and expenses                                                |  |                           | 3,940    |   |      |   | 6,691    |  
|Changes in assets and liabilities:                                                |  |                           |          |   |      |   |          |  
|Accounts receivable                                                               |  |                           | (24,912  | ) |      |   | (6,938   | )
|Inventories                                                                       |  |                           | (15,390  | ) |      |   | 15,427   |  
|Prepaid expenses and deferred charges                                             |  |                           | (4,252   | ) |      |   | 1,239    |  
|Accounts payable and accrued expenses                                             |  |                           | (3,041   | ) |      |   | (9,037   | )
|                                                                                  |  |                           |          |   |      |   |          |  
|Net cash provided by operating activities                                         |  |                           | 103,507  |   |      |   | 143,713  |  
|                                                                                  |  |                          
|Cash flows from investing activities:                                             |  |                           |          |   |      |   |          |  
|Construction and purchase of lease fleet and other fixed assets                   |  |                           | (146,776 | ) |      |   | (126,848 | )
|Decrease in short-term investments                                                |  |                           | 47,767   |   |      |   | 32,880   |  
|Increase in available-for-sale securities                                         |  |                           | (159,938 | ) |      |   |         |  
|Decrease (increase) in advance to parent                                          |  |                           | 50,716   |   |      |   | (16,673  | )
|Increase in other assets                                                          |  |                           | (362     | ) |      |   | (970     | )
|Proceeds from disposals of lease fleet and other fixed assets                     |  |                           | 15,618   |   |      |   | 8,011    |  
|Proceeds from disposition of business                                             |  |                           |         |   |      |   | 625      |  
|                                                                                  |  |                           |          |   |      |   |          |  
|Net cash used in investing activities                                             |  |                           | (192,975 | ) |      |   | (102,975 | )
|                                                                                  |  |                          
|Cash flows from financing activities:                                             |  |                           |          |   |      |   |          |  
|Proceeds from issuance of borrowed debt                                           |  |                           | 300,000  |   |      |   | 145      |  
|Principal payments of borrowed debt                                               |  |                           | (33,628  | ) |      |   | (20,203  | )
|Cash dividends                                                                    |  |                           | (44,000  | ) |      |   | (18,000  | )
|                                                                                  |  |                           |          |   |      |   |          |  
|Net cash provided by (used in) financing activities                               |  |                           | 222,372  |   |      |   | (38,058  | )
|                                                                                  |  |                          
|Effect of exchange rates on cash and cash equivalents                             |  |                           | (3,025   | ) |      |   | 6,229    |  
|                                                                                  |  |                           |          |   |      |   |          |  
|Net increase in cash and cash equivalents                                         |  |                           | 129,879  |   |      |   | 8,909    |  
|                                                                                  |  |                          
|Cash and cash equivalents at beginning of year                                    |  |                           | 56,197   |   |      |   | 40,222   |  
|                                                                                  |  |                           |          |   |      |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                         | 186,076  |   |      | $ | 49,131   |  
|                                                                                  |  |                           |          |   |      |   |          |  
|Cash paid during the period for:                                                  |  |                           |          |   |      |   |          |  
|Interest (net of amount capitalized)                                              |  | $                         | 33,562   |   |      | $ | 36,767   |  
|Income taxes                                                                      |  |                           | 38,732   |   |      |   | 2,585    |  



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. | UNION TANK CAR COMPANY (the Company) is a wholly-owned subsidiary of Marmon Holdings, Inc. (Holdings), all of the stock of which 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. | The accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring accruals and the write-down of investment in aircraft
direct financing lease, 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 2003 Annual Report on Form 10-K.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



The 2004 interim results presented herein are not necessarily indicative of
the results of operations for the full year 2004.



|3. | As more fully described in the Companys 2003 Annual Report on Form 10-K, under an arrangement with Holdings, the Company is included in the consolidated federal income tax
return 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 group.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | The Company and its subsidiaries have been named as defendants in a number of lawsuits, and certain claims are pending. The Company has accrued what it reasonably expects to pay in
resolution of these matters 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.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | Foreign currency translation adjustments and transaction gains and losses are borne by the Companys parent. For the six months ended June 30, 2004 and 2003, the Companys
parent absorbed a gain of $3 and a loss of $7,260, respectively.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | The Companys short-term investments consist of commercial paper with original maturities between four and six months.
|-- | ----------------------------------------------------------------------------------------------------------------------



|7. | The Companys foreign subsidiaries periodically enter into foreign currency forward contracts to hedge against currency exchange rate exposures. The notional amounts of the
foreign currency forward contracts, all with initial maturities of less than one year, amounted to $7,357 at June 30, 2004. There were no foreign currency forward contracts outstanding at December 31, 2003.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|8. | Consolidating Financial Information
|-- | -----------------------------------



The following condensed consolidating statements are provided because Procor Limited, a wholly-owned subsidiary of the Company, has issued three 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 June 30, 2004 and 2003 are as follows:



Three Months Ended June 30, 2004



|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|-------------------------- |  | --------------------- | ------- | ------------- | - | ------ | ----------------- |  | ------------ | ------- |  | ------------ | ------- | - |  | - | -------
|                           |  | Union Tank CarCompany |         | ProcorLimited |   |        | OtherSubsidiaries |  | Eliminations |         |  | Consolidated
|Revenues                   |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|Services                   |  | $                     | 118,513 |               | $ | 5,299  |                   |  | $            | 76,748  |  | $            | (18,057 | ) |  | $ | 182,503
|Net sales                  |  |                       | 9,090   |               |   | 255    |                   |  |              | 185,589 |  |              | (2,901  | ) |  |   | 192,033
|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|                           |  |                       | 127,603 |               |   | 5,554  |                   |  |              | 262,337 |  |              | (20,958 | ) |  |   | 374,536
|Other income, net          |  |                       | 25,558  |               |   | 221    |                   |  |              | 212     |  |              | (23,505 | ) |  |   | 2,486  
|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|                           |  |                       | 153,161 |               |   | 5,775  |                   |  |              | 262,549 |  |              | (44,463 | ) |  |   | 377,022
|                           |  |                       |         |               |  
|Costs and expenses         |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|Cost of services           |  |                       | 77,527  |               |   | 5,129  |                   |  |              | 48,805  |  |              | (18,057 | ) |  |   | 113,404
|Cost of sales              |  |                       | 8,189   |               |   | 224    |                   |  |              | 147,310 |  |              | (2,901  | ) |  |   | 152,822
|General and administrative |  |                       | 9,027   |               |   | 625    |                   |  |              | 25,036  |  |              |        |   |  |   | 34,688 
|Interest                   |  |                       | 13,370  |               |   | 585    |                   |  |              | 3,584   |  |              |        |   |  |   | 17,539 
|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|                           |  |                       | 108,113 |               |   | 6,563  |                   |  |              | 224,735 |  |              | (20,958 | ) |  |   | 318,453
|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|Income before income taxes |  |                       | 45,048  |               |   | (788   | )                 |  |              | 37,814  |  |              | (23,505 | ) |  |   | 58,569 
|Provision for income taxes |  |                       | 10,067  |               |   | (1,222 | )                 |  |              | 14,743  |  |              |        |   |  |   | 23,588 
|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|Net income                 |  | $                     | 34,981  |               | $ | 434    |                   |  | $            | 23,071  |  | $            | (23,505 | ) |  | $ | 34,981 
|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        



Three Months Ended
June 30, 2003



|                                                            |  |                       |         |   |               |   |         |                   |  |              |         |  |              |         |   |  |   |        
|----------------------------------------------------------- |  | --------------------- | ------- | - | ------------- | - | ------- | ----------------- |  | ------------ | ------- |  | ------------ | ------- | - |  | - | -------
|                                                            |  | Union Tank CarCompany |         |   | ProcorLimited |   |         | OtherSubsidiaries |  | Eliminations |         |  | Consolidated
|Revenues                                                    |  |                       |         |   |               |   |         |                   |  |              |         |  |              |         |   |  |   |        
|Services                                                    |  | $                     | 115,131 |   |               | $ | 6,418   |                   |  | $            | 72,583  |  | $            | (16,282 | ) |  | $ | 177,850
|Net sales                                                   |  |                       | 9,711   |   |               |   | 86      |                   |  |              | 131,293 |  |              | (1,845  | ) |  |   | 139,245
|                                                            |  |                       |         |   |               |   |         |                   |  |              |         |  |              |         |   |  |   |        
|                                                            |  |                       | 124,842 |   |               |   | 6,504   |                   |  |              | 203,876 |  |              | (18,127 | ) |  |   | 317,095
|Other income, net                                           |  |                       | (520    | ) |               |   | (4,897  | )                 |  |              | 209     |  |              | 5,965   |   |  |   | 757    
|                                                            |  |                       |         |   |               |   |         |                   |  |              |         |  |              |         |   |  |   |        
|                                                            |  |                       | 124,322 |   |               |   | 1,607   |                   |  |              | 204,085 |  |              | (12,162 | ) |  |   | 317,852
|                                                            |  |                       |         |   |              
|Costs and expenses                                          |  |                       |         |   |               |   |         |                   |  |              |         |  |              |         |   |  |   |        
|Cost of services                                            |  |                       | 79,343  |   |               |   | 5,025   |                   |  |              | 47,930  |  |              | (16,282 | ) |  |   | 116,016
|Cost of sales                                               |  |                       | 9,923   |   |               |   | 77      |                   |  |              | 107,586 |  |              | (1,845  | ) |  |   | 115,741
|Write-down of investment in aircraft direct financing lease |  |                       |        |   |               |   | 24,506  |                   |  |              |        |  |              |        |   |  |   | 24,506 
|General and administrative                                  |  |                       | 8,628   |   |               |   | 1,189   |                   |  |              | 22,427  |  |              |        |   |  |   | 32,244 
|Interest                                                    |  |                       | 12,667  |   |               |   | 783     |                   |  |              | 4,383   |  |              |        |   |  |   | 17,833 
|                                                            |  |                       |         |   |               |   |         |                   |  |              |         |  |              |         |   |  |   |        
|                                                            |  |                       | 110,561 |   |               |   | 31,580  |                   |  |              | 182,326 |  |              | (18,127 | ) |  |   | 306,340
|                                                            |  |                       |         |   |               |   |         |                   |  |              |         |  |              |         |   |  |   |        
|Income before income taxes                                  |  |                       | 13,761  |   |               |   | (29,973 | )                 |  |              | 21,759  |  |              | 5,965   |   |  |   | 11,512 
|Provision for income taxes                                  |  |                       | 8,736   |   |               |   | (10,073 | )                 |  |              | 7,824   |  |              |        |   |  |   | 6,487  
|                                                            |  |                       |         |   |               |   |         |                   |  |              |         |  |              |         |   |  |   |        
|Net income                                                  |  | $                     | 5,025   |   |               | $ | (19,900 | )                 |  | $            | 13,935  |  | $            | 5,965   |   |  | $ | 5,025  
|                                                            |  |                       |         |   |               |   |         |                   |  |              |         |  |              |         |   |  |   |        



- 7 -



---

##### Table of Contents

|8. | Consolidating Financial Information (Continued)
|-- | -----------------------------------------------



Condensed consolidating statements of income for the six months ended June 30, 2004 and 2003 are as follows:



Six Months Ended June 30, 2004



|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|-------------------------- |  | --------------------- | ------- | ------------- | - | ------ | ----------------- |  | ------------ | ------- |  | ------------ | ------- | - |  | - | -------
|                           |  | Union Tank CarCompany |         | ProcorLimited |   |        | OtherSubsidiaries |  | Eliminations |         |  | Consolidated
|Revenues                   |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|Services                   |  | $                     | 236,182 |               | $ | 10,893 |                   |  | $            | 155,473 |  | $            | (36,266 | ) |  | $ | 366,282
|Net sales                  |  |                       | 15,617  |               |   | 444    |                   |  |              | 346,677 |  |              | (6,318  | ) |  |   | 356,420
|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|                           |  |                       | 251,799 |               |   | 11,337 |                   |  |              | 502,150 |  |              | (42,584 | ) |  |   | 722,702
|Other income, net          |  |                       | 45,100  |               |   | 889    |                   |  |              | 1,027   |  |              | (41,961 | ) |  |   | 5,055  
|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|                           |  |                       | 296,899 |               |   | 12,226 |                   |  |              | 503,177 |  |              | (84,545 | ) |  |   | 727,757
|                           |  |                       |         |               |  
|Costs and expenses         |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|Cost of services           |  |                       | 155,562 |               |   | 11,095 |                   |  |              | 99,895  |  |              | (36,266 | ) |  |   | 230,286
|Cost of sales              |  |                       | 14,589  |               |   | 331    |                   |  |              | 277,229 |  |              | (6,318  | ) |  |   | 285,831
|General and administrative |  |                       | 18,580  |               |   | 2,699  |                   |  |              | 49,708  |  |              |        |   |  |   | 70,987 
|Interest                   |  |                       | 26,117  |               |   | 1,181  |                   |  |              | 7,018   |  |              |        |   |  |   | 34,316 
|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|                           |  |                       | 214,848 |               |   | 15,306 |                   |  |              | 433,850 |  |              | (42,584 | ) |  |   | 621,420
|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|Income before income taxes |  |                       | 82,051  |               |   | (3,080 | )                 |  |              | 69,327  |  |              | (41,961 | ) |  |   | 106,337
|Provision for income taxes |  |                       | 18,613  |               |   | (1,814 | )                 |  |              | 26,100  |  |              |        |   |  |   | 42,899 
|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        
|Net income                 |  | $                     | 63,438  |               | $ | (1,266 | )                 |  | $            | 43,227  |  | $            | (41,961 | ) |  | $ | 63,438 
|                           |  |                       |         |               |   |        |                   |  |              |         |  |              |         |   |  |   |        



Six Months Ended
June 30, 2003



|                                                            |  |                       |         |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |        
|----------------------------------------------------------- |  | --------------------- | ------- | ------------- | - | ------- | ----------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | -------
|                                                            |  | Union Tank CarCompany |         | ProcorLimited |   |         | OtherSubsidiaries |  |   | Eliminations |   |  | Consolidated
|Revenues                                                    |  |                       |         |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |        
|Services                                                    |  | $                     | 230,877 |               | $ | 12,471  |                   |  | $ | 141,303      |   |  | $            | (32,808 | ) |  | $ | 351,843
|Net sales                                                   |  |                       | 15,993  |               |   | 357     |                   |  |   | 258,641      |   |  |              | (3,682  | ) |  |   | 271,309
|                                                            |  |                       |         |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |        
|                                                            |  |                       | 246,870 |               |   | 12,828  |                   |  |   | 399,944      |   |  |              | (36,490 | ) |  |   | 623,152
|Other income, net                                           |  |                       | 13,799  |               |   | (6,140  | )                 |  |   | (1,957       | ) |  |              | (2,699  | ) |  |   | 3,003  
|                                                            |  |                       |         |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |        
|                                                            |  |                       | 260,669 |               |   | 6,688   |                   |  |   | 397,987      |   |  |              | (39,189 | ) |  |   | 626,155
|                                                            |  |                       |         |               |  
|Costs and expenses                                          |  |                       |         |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |        
|Cost of services                                            |  |                       | 157,838 |               |   | 9,989   |                   |  |   | 90,983       |   |  |              | (32,808 | ) |  |   | 226,002
|Cost of sales                                               |  |                       | 17,409  |               |   | 345     |                   |  |   | 212,654      |   |  |              | (3,682  | ) |  |   | 226,726
|Write-down of investment in aircraft direct financing lease |  |                       |        |               |   | 24,506  |                   |  |   |             |   |  |              |        |   |  |   | 24,506 
|General and administrative                                  |  |                       | 17,450  |               |   | 3,362   |                   |  |   | 47,848       |   |  |              |        |   |  |   | 68,660 
|Interest                                                    |  |                       | 26,430  |               |   | 1,574   |                   |  |   | 7,829        |   |  |              |        |   |  |   | 35,833 
|                                                            |  |                       |         |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |        
|                                                            |  |                       | 219,127 |               |   | 39,776  |                   |  |   | 359,314      |   |  |              | (36,490 | ) |  |   | 581,727
|                                                            |  |                       |         |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |        
|Income before income taxes                                  |  |                       | 41,542  |               |   | (33,088 | )                 |  |   | 38,673       |   |  |              | (2,699  | ) |  |   | 44,428 
|Provision for income taxes                                  |  |                       | 15,658  |               |   | (10,988 | )                 |  |   | 13,874       |   |  |              |        |   |  |   | 18,544 
|                                                            |  |                       |         |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |        
|Net income                                                  |  | $                     | 25,884  |               | $ | (22,100 | )                 |  | $ | 24,799       |   |  | $            | (2,699  | ) |  | $ | 25,884 
|                                                            |  |                       |         |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |        



- 8 -



---

##### Table of Contents

|8. | Consolidating Financial Information (Continued)
|-- | -----------------------------------------------



Condensed consolidating balance sheets as of June 30, 2004 and December 31, 2003 are as follows:



June 30, 2004



|                                                       |  |                       |           |               |   |         |                   |  |   |              |   |  |              |          |   |  |   |          
|------------------------------------------------------ |  | --------------------- | --------- | ------------- | - | ------- | ----------------- |  | - | ------------ | - |  | ------------ | -------- | - |  | - | ---------
|                                                       |  | Union Tank CarCompany |           | ProcorLimited |   |         | OtherSubsidiaries |  |   | Eliminations |   |  | Consolidated
|Assets                                                 |  |                       |           |               |   |         |                   |  |   |              |   |  |              |          |   |  |   |          
|                                                       |  |                       |           |               |  
|Cash and cash equivalents                              |  | $                     | 143,670   |               | $ | 38,869  |                   |  | $ | 3,537        |   |  | $            |         |   |  | $ | 186,076  
|Short-term investments                                 |  |                       |          |               |   | 14,839  |                   |  |   |             |   |  |              |         |   |  |   | 14,839   
|Accounts receivable                                    |  |                       | 38,500    |               |   | 1,922   |                   |  |   | 177,998      |   |  |              | (62,130  | ) |  |   | 156,290  
|Accounts and notes receivable, affiliates              |  |                       |          |               |   |        |                   |  |   | 43,542       |   |  |              |         |   |  |   | 43,542   
|Inventories, net                                       |  |                       | 39,539    |               |   | 2,224   |                   |  |   | 95,485       |   |  |              |         |   |  |   | 137,248  
|Available-for-sale securities                          |  |                       | 159,109   |               |   |        |                   |  |   | 847          |   |  |              |         |   |  |   | 159,956  
|Prepaid expenses and deferred charges                  |  |                       | 5,445     |               |   | 1,265   |                   |  |   | 5,838        |   |  |              |         |   |  |   | 12,548   
|Advances to parent                                     |  |                       | 24,910    |               |   | (59,693 | )                 |  |   | 298,779      |   |  |              | 277      |   |  |   | 264,273  
|Railcar lease fleet, net                               |  |                       | 1,465,844 |               |   | 28,925  |                   |  |   | 218,222      |   |  |              |         |   |  |   | 1,712,991
|Intermodal tank container lease fleet, net             |  |                       |          |               |   |        |                   |  |   | 314,453      |   |  |              |         |   |  |   | 314,453  
|Fixed assets, net                                      |  |                       | 84,684    |               |   | 15,240  |                   |  |   | 90,939       |   |  |              |         |   |  |   | 190,863  
|Investment in direct financing lease                   |  |                       |          |               |   | 2,025   |                   |  |   |             |   |  |              |         |   |  |   | 2,025    
|Investment in subsidiaries                             |  |                       | 766,639   |               |   | 75,455  |                   |  |   | 77,510       |   |  |              | (919,604 | ) |  |   |         
|Other assets                                           |  |                       | 52        |               |   |        |                   |  |   | 41,333       |   |  |              |         |   |  |   | 41,385   
|                                                       |  |                       |           |               |   |         |                   |  |   |              |   |  |              |          |   |  |   |          
|Total assets                                           |  | $                     | 2,728,392 |               | $ | 121,071 |                   |  | $ | 1,368,483    |   |  | $            | (981,457 | ) |  | $ | 3,236,489
|                                                       |  |                       |           |               |   |         |                   |  |   |              |   |  |              |          |   |  |   |          
|Liabilities and Stockholders Equity                   |  |                       |           |               |   |         |                   |  |   |              |   |  |              |          |   |  |   |          
|                                                       |  |                       |           |               |  
|Accounts payable                                       |  | $                     | 60,475    |               | $ | 16,647  |                   |  | $ | 64,675       |   |  | $            | (61,757  | ) |  | $ | 80,040   
|Accrued liabilities                                    |  |                       | 163,693   |               |   | 2,792   |                   |  |   | 66,300       |   |  |              | 2,342    |   |  |   | 235,127  
|Borrowed debt                                          |  |                       | 1,043,366 |               |   | 18,479  |                   |  |   | 150,211      |   |  |              |         |   |  |   | 1,212,056
|                                                       |  |                       |           |               |   |         |                   |  |   |              |   |  |              |          |   |  |   |          
|                                                       |  |                       | 1,267,534 |               |   | 37,918  |                   |  |   | 281,186      |   |  |              | (59,415  | ) |  |   | 1,527,223
|                                                       |  |                       |           |               |  
|Deferred income taxes and investment tax credits       |  |                       | 424,437   |               |   | 17,563  |                   |  |   | 119,797      |   |  |              |         |   |  |   | 561,797  
|Minority interest                                      |  |                       |          |               |   |        |                   |  |   | 94,265       |   |  |              |         |   |  |   | 94,265   
|                                                       |  |                       |           |               |  
|Stockholders equity                                   |  |                       |           |               |   |         |                   |  |   |              |   |  |              |          |   |  |   |          
|Common stock and additional capital                    |  |                       | 358,475   |               |   | 13,345  |                   |  |   | 359,256      |   |  |              | (466,015 | ) |  |   | 265,061  
|Retained earnings                                      |  |                       | 666,708   |               |   | 52,359  |                   |  |   | 525,199      |   |  |              | (456,135 | ) |  |   | 788,131  
|Unrealized gains on available-for-sale securities, net |  |                       | 10        |               |   |        |                   |  |   | 2            |   |  |              |         |   |  |   | 12       
|Equity adjustment from foreign currency translation    |  |                       | 11,228    |               |   | (114    | )                 |  |   | (11,222      | ) |  |              | 108      |   |  |   |         
|                                                       |  |                       |           |               |   |         |                   |  |   |              |   |  |              |          |   |  |   |          
|Total stockholders equity                             |  |                       | 1,036,421 |               |   | 65,590  |                   |  |   | 873,235      |   |  |              | (922,042 | ) |  |   | 1,053,204
|                                                       |  |                       |           |               |   |         |                   |  |   |              |   |  |              |          |   |  |   |          
|Total liabilities and stockholders equity             |  | $                     | 2,728,392 |               | $ | 121,071 |                   |  | $ | 1,368,483    |   |  | $            | (981,457 | ) |  | $ | 3,236,489
|                                                       |  |                       |           |               |   |         |                   |  |   |              |   |  |              |          |   |  |   |          



- 9 -



---

##### Table of Contents

|8. | Consolidating Financial Information (Continued)
|-- | -----------------------------------------------



December 31, 2003



|                                                    |  |                       |           |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |          
|--------------------------------------------------- |  | --------------------- | --------- | ------------- | - | ------- | ----------------- |  | - | ------------ | - |  | ------------ | ---------- | - |  | - | ---------
|                                                    |  | Union Tank CarCompany |           | ProcorLimited |   |         | OtherSubsidiaries |  |   | Eliminations |   |  | Consolidated
|Assets                                              |  |                       |           |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |          
|                                                    |  |                       |           |               |  
|Cash and cash equivalents                           |  | $                     | 82        |               | $ | 48,759  |                   |  | $ | 7,356        |   |  | $            |           |   |  | $ | 56,197   
|Short-term investments                              |  |                       |          |               |   | 62,606  |                   |  |   |             |   |  |              |           |   |  |   | 62,606   
|Accounts receivable                                 |  |                       | 36,036    |               |   | 2,957   |                   |  |   | 153,195      |   |  |              | (59,152    | ) |  |   | 133,036  
|Accounts and notes receivable, affiliates           |  |                       |          |               |   |        |                   |  |   | 43,546       |   |  |              |           |   |  |   | 43,546   
|Inventories, net                                    |  |                       | 27,820    |               |   | 3,739   |                   |  |   | 90,340       |   |  |              |           |   |  |   | 121,899  
|Prepaid expenses and deferred charges               |  |                       | 3,873     |               |   | 2,503   |                   |  |   | 3,335        |   |  |              |           |   |  |   | 9,711    
|Advances to parent                                  |  |                       | 104,831   |               |   | (90,828 | )                 |  |   | 296,316      |   |  |              | 473        |   |  |   | 310,792  
|Railcar lease fleet, net                            |  |                       | 1,411,232 |               |   | 30,200  |                   |  |   | 234,861      |   |  |              |           |   |  |   | 1,676,293
|Intermodal tank container lease fleet, net          |  |                       |          |               |   |        |                   |  |   | 299,897      |   |  |              |           |   |  |   | 299,897  
|Fixed assets, net                                   |  |                       | 83,313    |               |   | 16,224  |                   |  |   | 93,281       |   |  |              |           |   |  |   | 192,818  
|Investment in direct financing lease                |  |                       |          |               |   | 2,082   |                   |  |   |             |   |  |              |           |   |  |   | 2,082    
|Investment in subsidiaries                          |  |                       | 780,205   |               |   | 75,452  |                   |  |   | 126,655      |   |  |              | (982,312   | ) |  |   |         
|Other assets                                        |  |                       | 92        |               |   | (1      | )                 |  |   | 41,997       |   |  |              | 1          |   |  |   | 42,089   
|                                                    |  |                       |           |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |          
|Total assets                                        |  | $                     | 2,447,484 |               | $ | 153,693 |                   |  | $ | 1,390,779    |   |  | $            | (1,040,990 | ) |  | $ | 2,950,966
|                                                    |  |                       |           |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |          
|Liabilities and Stockholders Equity                |  |                       |           |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |          
|                                                    |  |                       |           |               |  
|Accounts payable                                    |  | $                     | 51,242    |               | $ | 17,525  |                   |  | $ | 50,431       |   |  | $            | (58,862    | ) |  | $ | 60,336   
|Accrued liabilities                                 |  |                       | 189,729   |               |   | 3,654   |                   |  |   | 68,809       |   |  |              | 2,620      |   |  |   | 264,812  
|Borrowed debt                                       |  |                       | 775,854   |               |   | 19,538  |                   |  |   | 150,295      |   |  |              |           |   |  |   | 945,687  
|                                                    |  |                       |           |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |          
|                                                    |  |                       | 1,016,825 |               |   | 40,717  |                   |  |   | 269,535      |   |  |              | (56,242    | ) |  |   | 1,270,835
|                                                    |  |                       |           |               |  
|Deferred income taxes and investment tax credits    |  |                       | 417,885   |               |   | 21,114  |                   |  |   | 115,820      |   |  |              |           |   |  |   | 554,819  
|Minority interest                                   |  |                       |          |               |   |        |                   |  |   | 91,557       |   |  |              | 1          |   |  |   | 91,558   
|                                                    |  |                       |           |               |  
|Stockholders equity                                |  |                       |           |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |          
|Common stock and additional capital                 |  |                       | 358,475   |               |   | 13,345  |                   |  |   | 359,606      |   |  |              | (466,365   | ) |  |   | 265,061  
|Retained earnings                                   |  |                       | 647,271   |               |   | 78,318  |                   |  |   | 561,596      |   |  |              | (518,492   | ) |  |   | 768,693  
|Equity adjustment from foreign currency translation |  |                       | 7,028     |               |   | 199     |                   |  |   | (7,335       | ) |  |              | 108        |   |  |   |         
|                                                    |  |                       |           |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |          
|Total stockholders equity                          |  |                       | 1,012,774 |               |   | 91,862  |                   |  |   | 913,867      |   |  |              | (984,749   | ) |  |   | 1,033,754
|                                                    |  |                       |           |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |          
|Total liabilities and stockholders equity          |  | $                     | 2,447,484 |               | $ | 153,693 |                   |  | $ | 1,390,779    |   |  | $            | (1,040,990 | ) |  | $ | 2,950,966
|                                                    |  |                       |           |               |   |         |                   |  |   |              |   |  |              |            |   |  |   |          



- 10 -



---

##### Table of Contents

|8. | Consolidating Financial Information (Continued)
|-- | -----------------------------------------------



Condensed consolidating statements of cash flows for the six months ended June 30, 2004 and 2003 are as follows:



Six Months Ended June 30, 2004



|                                                                |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|--------------------------------------------------------------- |  | --------------------- | -------- | - | ------------- | - | ------- | ----------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | -------- | -
|                                                                |  | Union Tank CarCompany |          |   | ProcorLimited |   |         | OtherSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Net cash provided by operating activities:                      |  | $                     | 40,500   |   |               | $ | 3,231   |                   |  | $ | 59,776       |   |  | $            |        |   |  | $ | 103,507  |  
|                                                                |  |                       |          |   |              
|Cash flows from investing activities:                           |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|Construction and purchase of lease fleet and other fixed assets |  |                       | (108,110 | ) |               |   | (645    | )                 |  |   | (38,021      | ) |  |              |        |   |  |   | (146,776 | )
|Decrease in short-term investments                              |  |                       |         |   |               |   | 47,767  |                   |  |   |             |   |  |              |        |   |  |   | 47,767   |  
|Increase in available-for-sale securities                       |  |                       | (159,093 | ) |               |   |        |                   |  |   | (845         | ) |  |              |        |   |  |   | (159,938 | )
|Decrease (increase) in advance to parent                        |  |                       | 139,293  |   |               |   | (31,135 | )                 |  |   | 22,848       |   |  |              | (80,290 | ) |  |   | 50,716   |  
|Increase in other assets                                        |  |                       |         |   |               |   |        |                   |  |   | (362         | ) |  |              |        |   |  |   | (362     | )
|Proceeds from disposals of lease fleet and other fixed assets   |  |                       | 7,486    |   |               |   | 100     |                   |  |   | 8,032        |   |  |              |        |   |  |   | 15,618   |  
|                                                                |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash (used in) provided by investing activities             |  |                       | (120,424 | ) |               |   | 16,087  |                   |  |   | (8,348       | ) |  |              | (80,290 | ) |  |   | (192,975 | )
|                                                                |  |                       |          |   |              
|Cash flows from financing activities:                           |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|Proceeds from issuance of borrowed debt                         |  |                       | 300,000  |   |               |   |        |                   |  |   |             |   |  |              |        |   |  |   | 300,000  |  
|Principal payments of borrowed debt                             |  |                       | (32,488  | ) |               |   | (1,060  | )                 |  |   | (80          | ) |  |              |        |   |  |   | (33,628  | )
|Cash dividends                                                  |  |                       | (44,000  | ) |               |   | (25,115 | )                 |  |   | (55,175      | ) |  |              | 80,290  |   |  |   | (44,000  | )
|                                                                |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash provided by (used in) financing activities             |  |                       | 223,512  |   |               |   | (26,175 | )                 |  |   | (55,255      | ) |  |              | 80,290  |   |  |   | 222,372  |  
|Effect of exchange rates on cash and cash equivalents           |  |                       |         |   |               |   | (3,033  | )                 |  |   | 8            |   |  |              |        |   |  |   | (3,025   | )
|                                                                |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|Net increase (decrease) in cash and cash equivalents            |  |                       | 143,588  |   |               |   | (9,890  | )                 |  |   | (3,819       | ) |  |              |        |   |  |   | 129,879  |  
|Cash and cash equivalents at beginning of year                  |  |                       | 82       |   |               |   | 48,759  |                   |  |   | 7,356        |   |  |              |        |   |  |   | 56,197   |  
|                                                                |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|Cash and cash equivalents at end of period                      |  | $                     | 143,670  |   |               | $ | 38,869  |                   |  | $ | 3,537        |   |  | $            |        |   |  | $ | 186,076  |  
|                                                                |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  



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##### Table of Contents

|8. | Consolidating Financial Information (Continued)
|-- | -----------------------------------------------



Six Months Ended June 30, 2003



|                                                                |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|--------------------------------------------------------------- |  | --------------------- | -------- | - | ------------- | - | ------- | ----------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | -------- | -
|                                                                |  | Union Tank CarCompany |          |   | ProcorLimited |   |         | OtherSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Net cash provided by (used in) operating activities:            |  | $                     | 62,347   |   |               | $ | (5,249  | )                 |  | $ | 86,615       |   |  | $            |        |   |  | $ | 143,713  |  
|                                                                |  |                       |          |   |              
|Cash flows from investing activities:                           |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|Construction and purchase of lease fleet and other fixed assets |  |                       | (106,645 | ) |               |   | (490    | )                 |  |   | (19,713      | ) |  |              |        |   |  |   | (126,848 | )
|Decrease in short-term investments                              |  |                       |         |   |               |   | 32,880  |                   |  |   |             |   |  |              |        |   |  |   | 32,880   |  
|Decrease (increase) in advance to parent                        |  |                       | 73,792   |   |               |   | (21,110 | )                 |  |   | (35,730      | ) |  |              | (33,625 | ) |  |   | (16,673  | )
|Increase in other assets                                        |  |                       |         |   |               |   |        |                   |  |   | (970         | ) |  |              |        |   |  |   | (970     | )
|Proceeds from disposals of lease fleet and other fixed assets   |  |                       | 5,451    |   |               |   | 149     |                   |  |   | 2,411        |   |  |              |        |   |  |   | 8,011    |  
|Proceeds from disposals of business                             |  |                       |         |   |               |   |        |                   |  |   | 625          |   |  |              |        |   |  |   | 625      |  
|                                                                |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash (used in) provided by investing activities             |  |                       | (27,402  | ) |               |   | 11,429  |                   |  |   | (53,377      | ) |  |              | (33,625 | ) |  |   | (102,975 | )
|                                                                |  |                       |          |   |              
|Cash flows from financing activities:                           |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|Proceeds from issuance of borrowed debt                         |  |                       |         |   |               |   |        |                   |  |   | 145          |   |  |              |        |   |  |   | 145      |  
|Principal payments of borrowed debt                             |  |                       | (16,970  | ) |               |   | (2,402  | )                 |  |   | (831         | ) |  |              |        |   |  |   | (20,203  | )
|Cash dividends                                                  |  |                       | (18,000  | ) |               |   |        |                   |  |   | (33,625      | ) |  |              | 33,625  |   |  |   | (18,000  | )
|                                                                |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash (used in) provided by financing activities             |  |                       | (34,970  | ) |               |   | (2,402  | )                 |  |   | (34,311      | ) |  |              | 33,625  |   |  |   | (38,058  | )
|Effect of exchange rates on cash and cash equivalents           |  |                       |         |   |               |   | 6,103   |                   |  |   | 126          |   |  |              |        |   |  |   | 6,229    |  
|                                                                |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|Net (decrease) increase in cash and cash equivalents            |  |                       | (25      | ) |               |   | 9,881   |                   |  |   | (947         | ) |  |              |        |   |  |   | 8,909    |  
|Cash and cash equivalents at beginning of year                  |  |                       | 159      |   |               |   | 36,622  |                   |  |   | 3,441        |   |  |              |        |   |  |   | 40,222   |  
|                                                                |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  
|Cash and cash equivalents at end of period                      |  | $                     | 134      |   |               | $ | 46,503  |                   |  | $ | 2,494        |   |  | $            |        |   |  | $ | 49,131   |  
|                                                                |  |                       |          |   |               |   |         |                   |  |   |              |   |  |              |         |   |  |   |          |  



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##### Table of Contents

|9. | Segment Information
|-- | -------------------



|                                 |  |                       |       |                    |   |                                |  |           |      |  |                    |       |   |  |   |      
|-------------------------------- |  | --------------------- | ----- | ------------------ | - | ------------------------------ |  | --------- | ---- |  | ------------------ | ----- | - |  | - | -----
|                                 |  | Railcar               |       | MetalsDistribution |   | IntermodalTankContainerLeasing |  | All Other |      |  | ConsolidatedTotals
|                                 |  | (Dollars in Millions)
|Three months ended June 30, 2004 |  |                       |       |                    |   |                                |  |           |      |  |                    |       |   |  |   |      
|Revenues from external customers |  | $                     | 144.9 |                    | $ | 148.5                          |  | $         | 23.7 |  | $                  | 57.4  |   |  | $ | 374.5
|Income before income taxes       |  |                       | 32.8  |                    |   | 13.9                           |  |           | 3.5  |  |                    | 8.4   |   |  |   | 58.6 
|                                 |  |                       |       |                    |  
|Three months ended June 30, 2003 |  |                       |       |                    |   |                                |  |           |      |  |                    |       |   |  |   |      
|Revenues from external customers |  | $                     | 143.9 |                    | $ | 100.0                          |  | $         | 22.2 |  | $                  | 51.0  |   |  | $ | 317.1
|Income before income taxes*      |  |                       | 25.5  |                    |   | 2.5                            |  |           | 2.9  |  |                    | (19.4 | ) |  |   | 11.5 
|                                 |  |                       |       |                    |  
|Six months ended June 30, 2004   |  |                       |       |                    |   |                                |  |           |      |  |                    |       |   |  |   |      
|Revenues from external customers |  | $                     | 287.1 |                    | $ | 276.0                          |  | $         | 47.1 |  | $                  | 112.5 |   |  | $ | 722.7
|Income before income taxes       |  |                       | 61.4  |                    |   | 23.3                           |  |           | 7.0  |  |                    | 14.6  |   |  |   | 106.3
|                                 |  |                       |       |                    |  
|Six months ended June 30, 2003   |  |                       |       |                    |   |                                |  |           |      |  |                    |       |   |  |   |      
|Revenues from external customers |  | $                     | 283.9 |                    | $ | 195.4                          |  | $         | 42.7 |  | $                  | 101.2 |   |  | $ | 623.2
|Income before income taxes*      |  |                       | 51.7  |                    |   | 1.9                            |  |           | 4.6  |  |                    | (13.8 | ) |  |   | 44.4 

---

|* | All Other includes write-down of investment in aircraft direct financing lease of $24.5 million.
|- | ------------------------------------------------------------------------------------------------



|10. | The Company has one residual value guarantee totaling $2.1 million until March 2006, several performance guarantees totaling $4.2 million until June 2007, and several standby
letters of credit totaling $12.6 million.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Additionally, 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:



|                           |  |                           |      |   |      |   |      |  
|-------------------------- |  | ------------------------- | ---- | - | ---- | - | ---- | -
|                           |  | Six Months Ended June 30, |     
|                           |  | 2004                      |      |   | 2003 |  
|                           |  | (Dollars in Thousands)    |     
|Balance, beginning of year |  | $                         | 602  |   |      | $ | 724  |  
|Warranties issued          |  |                           | 438  |   |      |   | 86   |  
|Settlements                |  |                           | (145 | ) |      |   | (185 | )
|                           |  |                           |      |   |      |   |      |  
|Balance, end of period     |  | $                         | 895  |   |      | $ | 625  |  
|                           |  |                           |      |   |      |   |      |  



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.



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##### Table of Contents

|11. | In June 2004, the Company issued $300,000 principal amount of unsecured Senior Notes. Interest on the notes is payable semiannually on June 1 and December 1, commencing December 1,
2004 at the rate of 5.64% per annum. Principal is payable annually commencing on June 1, 2009 and continuing until maturity on June 1, 2019.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|12. | At June 30, 2004, the Company had the following investments in marketable securities which have been classified as available-for-sale:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



|                          |  |      |         |                        |   |                         |  |            |   |  |   |        
|------------------------- |  | ---- | ------- | ---------------------- | - | ----------------------- |  | ---------- | - |  | - | -------
|June 30, 2004             |  | Cost |         | Gross Unrealized Gains |   | Gross Unrealized Losses |  | Fair Value
|U.S. Corporate Securities |  | $    | 159,938 |                        | $ | 18                      |  | $          |  |  | $ | 159,956



The gross unrealized
holding gains, less related tax of $6, have been reported as a separate component of stockholders equity in the accompanying condensed consolidated balance sheet.



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 2003 Annual Report on Form 10-K filed with the SEC in March 2004.



Forward-Looking Statements



Certain
statements contained in this quarterly report on Form 10-Q for the quarter ended June 30, 2004 may include certain forward-looking information 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, will, 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. Representative examples of these
factors include (without limitation) general industry and economic conditions, unanticipated changes in the markets served by the Company (such as the railcar leasing, service and sales, intermodal tank container leasing and metal products
distribution industries), acts of terrorism, interest rate trends, cost of capital requirements, competition from other companies, changes in operating expenses, changes in prices and availability of key raw materials, governmental and public policy
changes, changes in applicable laws, rules and regulations (including changes in tax laws).



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##### Table of Contents

Results of Operations



2nd Quarter 2004 versus 2nd Quarter 2003



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



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



|                           |  |                        |         |      |   |                    |  |   |        |  
|-------------------------- |  | ---------------------- | ------- | ---- | - | ------------------ |  | - | ------ | -
|                           |  | 2004                   |         | 2003 |   | Increase(Decrease) | 
|                           |  | (Dollars in Thousands) |        
|Services revenues          |  | $                      | 182,503 |      | $ | 177,850            |  | $ | 4,653  |  
|Cost of services           |  |                        | 113,404 |      |   | 116,016            |  |   | (2,612 | )
|                           |  |                        |         |      |   |                    |  |   |        |  
|Gross profit from services |  | $                      | 69,099  |      | $ | 61,834             |  | $ | 7,265  |  



Services revenues in the second
quarter of 2004 increased over the second quarter of 2003 primarily due to a $1.6 million increase in revenues related to sulphur processing (higher volume), a $1.5 million increase in railcar leasing and service revenues (improved utilization rates
and equipment additions), and a $1.5 million increase in intermodal tank container leasing revenues (improved utilization rates and equipment additions).



Gross profit on service revenues in the second quarter of 2004 increased from the second quarter of 2003 primarily due to a $5.1 million improvement in railcar leasing
(improved utilization rates, higher gains on disposals, and equipment additions) and a $2.2 million increase in the intermodal tank container leasing business (improved utilization rates and equipment additions).



Average utilization of the Companys railcar fleet was 96% for the second quarter of
2004, compared with 93% for the second quarter of 2003. 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 revenues increased primarily due to increased demand and prices for products of the metals distribution business.



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



|                        |  |                        |         |      |   |                    |  |   |       
|----------------------- |  | ---------------------- | ------- | ---- | - | ------------------ |  | - | ------
|                        |  | 2004                   |         | 2003 |   | Increase(Decrease)
|                        |  | (Dollars in Thousands)
|Net sales               |  | $                      | 192,033 |      | $ | 139,245            |  | $ | 52,788
|Cost of sales           |  |                        | 152,822 |      |   | 115,741            |  |   | 37,081
|                        |  |                        |         |      |   |                    |  |   |       
|Gross profit from sales |  | $                      | 39,211  |      | $ | 23,504             |  | $ | 15,707



Sales revenues for the second quarter
of 2004 increased from the second quarter of 2003 primarily due to $48.5 million in higher sales of metals distribution products (higher demand and prices) and $3.1 million in higher sales of gear drives (higher demand).



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##### Table of Contents

Gross profit on sales in the second quarter of 2004 improved from the second quarter of 2003, primarily due to a $12.1
million increase for metals distribution products (higher volume and prices), a $1.4 million improvement from sales of railcars (lower costs from increased production volume) and a $1.2 million improvement for the gear drive business (higher
volume).



Interest expense in the second quarter of 2004 of $17.5 million was
$0.3 million lower than in the second quarter of 2003 due to lower interest expense from principal repayments of debt more than offsetting the interest expense related to new financing.



Income before income taxes for the second quarter of 2004 of $58.6 million improved by $47.1 million over the second quarter of 2003. The
improvement was due to the $24.5 million write-down of investment in aircraft direct financing lease in 2003 and the gross profit increases noted above.



Provision for income taxes was $23.6 million in the second quarter of 2004 with an effective tax rate of 40.3%, compared with $6.5 million in the second quarter of 2003
with an effective tax rate of 56.3%. The 2003 tax rate was affected by a reduction in anticipated foreign tax credits caused by the impact of bonus depreciation deductions.



Six Months 2004 versus Six Months 2003



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



First six months revenues and gross profit from services were as follows:



|                           |  |                        |         |      |   |                    |  |   |       
|-------------------------- |  | ---------------------- | ------- | ---- | - | ------------------ |  | - | ------
|                           |  | 2004                   |         | 2003 |   | Increase(Decrease)
|                           |  | (Dollars in Thousands)
|Services revenues          |  | $                      | 366,282 |      | $ | 351,843            |  | $ | 14,439
|Cost of services           |  |                        | 230,286 |      |   | 226,002            |  |   | 4,284 
|                           |  |                        |         |      |   |                    |  |   |       
|Gross profit from services |  | $                      | 135,996 |      | $ | 125,841            |  | $ | 10,155



Service revenues in the first six
months of 2004 increased from the first six months of 2003 primarily due to a $6.6 million increase in revenues related to sulphur processing (higher volume), a $4.4 million increase in intermodal tank container leasing revenues (improved
utilization rates and equipment additions), and a $3.5 million increase in railcar leasing and service revenues (improved utilization rates and equipment additions).



Gross profit on service revenues in the first six months of 2004 increased from the first six months of 2003 primarily due to a $6.6 million
improvement in railcar leasing (improved utilization rates, higher gains on disposals, and equipment additions), a $2.8 million increase in intermodal tank container leasing business (improved utilization rates and equipment additions) and a $1.3
million increase related to sulphur processing (higher volume).



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##### Table of Contents

Sales revenues increased primarily due to increased demand and prices for products of the metals distribution business.



First six months revenues and gross profit from sales were as follows:



|                        |  |                        |         |      |   |                    |  |   |       
|----------------------- |  | ---------------------- | ------- | ---- | - | ------------------ |  | - | ------
|                        |  | 2004                   |         | 2003 |   | Increase(Decrease)
|                        |  | (Dollars in Thousands)
|Net sales               |  | $                      | 356,420 |      | $ | 271,309            |  | $ | 85,111
|Cost of sales           |  |                        | 285,831 |      |   | 226,726            |  |   | 59,105
|                        |  |                        |         |      |   |                    |  |   |       
|Gross profit from sales |  | $                      | 70,589  |      | $ | 44,583             |  | $ | 26,006



Sales revenues for the first six
months of 2004 increased from the first six months of 2003 primarily due to $80.6 million in higher sales of metals distribution products (higher demand and prices) and $5.6 million in higher sales of gear drives (higher demand).



Gross profit on sales in the first six months of 2004 improved from the first six months of
2003, primarily due to a $19.3 million increase for metals distribution products (higher volume and prices), a $3.3 million improvement from sales of railcars (lower costs from increased production volume) and a $2.0 million improvement for the gear
drive business (higher volume).



Interest expense in the first six months of
2004 of $34.3 million was $1.5 million lower than in the first six months of 2003 due to lower interest expense from principal repayments of debt more than offsetting the interest expense related to new financing.



Income before income taxes for the first six months of 2004 of $106.3 million improved by
$61.9 million over the first six months of 2003. The improvement was due to the $24.5 million write-down of investment in aircraft direct financing lease in 2003 and the gross profit increases noted above.



Provision for income taxes was $42.9 million in the first six months of 2004 with an
effective tax rate of 40.3%, compared with $18.5 million in the first six months of 2003 with an effective tax rate of 41.7%. The 2003 tax rate was affected by a reduction in anticipated foreign tax credits caused by the impact of bonus depreciation
deductions.



Financial Condition and Liquidity



Six Months 2004 versus Six Months 2003



Operating activities provided $103.5 million of net cash in the first six months of 2004,
compared with $143.7 million in the first six months of 2003. These funds, along with proceeds from the issuance of borrowed debt, redemption of short-term investments and collection of funds previously advanced to parent, were used to invest in
available-for-sale securities, finance lease fleet additions, pay dividends to the Companys stockholder, and service borrowed debt obligations.



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It is the Companys policy to pay to its stockholder a quarterly dividend equal to 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 its parent and bear interest at commercial rates. Conversely, when the Company requires additional funds to
support its operations, prior advances are repaid by its parent. No restrictions exist regarding the amount of dividends which may be paid or advances which may be made by the Company to its parent.



During the first six months of 2004, the Company invested $159.9 million in
available-for-sale securities. 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 leveraged lease purchase options), or fund other operating needs.



During the first six months of 2004, the Company spent $146.8 million for construction and purchase of lease fleet and other fixed assets, compared with $126.8 million in
the first six months of 2003. The increase in capital expenditures is primarily due to increased demand from leasing customers for new railway tank cars and intermodal tank containers. 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 enter into those lease orders. Capital expenditures for intermodal tank containers are likewise discretionary in the
intermodal tank container business.



In June 2004, the Company issued $300.0
million of unsecured senior notes. During the first six months of 2004, the Companys financing activities included the use of $33.6 million for principal repayments on borrowed debt compared with $20.2 million in the first six months of 2003.
Cash dividends were $44.0 million in the first six months of 2004 compared with $18.0 million in the first six months of 2003. Net cash provided by financing activities in the first six months of 2004 was $222.4 million compared with $38.1 million
used in the first six months of 2003.



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



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##### Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



At June 30, 2004, there had been no significant change to the Companys exposure to market risk since December 31, 2003.



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.



- 19 -



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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, 2003 for a description of certain environmental matters.



ITEM 6. Exhibits and Reports on Form 8-K



| | a. | 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



| | b. | Reports on Form 8-K during the quarter ended June 30, 2004
| | -- | ----------------------------------------------------------



None.



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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: August 13, 2004 |  | /s/ Mark J. Garrette                                          
|                       |  | Mark J. Garrette                                              
|                       |  | Vice President                                                
|                       |  | (principal financial officer and principal accounting
officer)





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