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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------
                                    FORM 10-K
            |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
                                       OR
            | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934
                COMMISSION FILE NUMBER 1-11862

                                 INTERPOOL, INC.
             (Exact name of registrant as specified in the charter)
             DELAWARE                                            13-3467669
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

               211 COLLEGE ROAD EAST, PRINCETON, NEW JERSEY 08540
               (Address of principal executive office) (Zip Code)

                                 (609) 452-8900
               (Registrant's telephone number including area code)

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

                                                   Name of Each Exchange
     Title of Each Class                            on which Registered
     -------------------                           ---------------------
COMMON STOCK, PAR VALUE $.001                     NEW YORK STOCK EXCHANGE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE
                                 --------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|

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

The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $58,056,399 as of March 20, 2000.

At March 20, 2000, there were 27,421,452 shares of the registrant's Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on May 24, 2000 are incorporated by reference into Part
III of the Form 10-K.

<PAGE>

                                 INTERPOOL, INC.

                                    FORM 10-K

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
Item                                                                                                      Page

                                                   PART I
<S>                                                                                                         <C>
 1.  Business...........................................................................................    3

 2.  Properties.........................................................................................    9

 3.  Legal Proceedings..................................................................................    9

 4.  Submission of Matters to a Vote of Security Holders................................................    9

                                                   PART II

 5.  Market for the Registrant's Common Equity and Related Shareholder Matters..........................   10

 6.  Selected Financial Data............................................................................   10

 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations..............   12

 7A. Quantitative and Qualitative Disclosures about Market Risk.........................................   19

 8.  Financial Statements and Supplementary Data........................................................   20

 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...............   40

                                                  PART III

10.  Directors and Executive Officers of the Registrant.................................................   41

11.  Executive Compensation.............................................................................   41

12.  Security Ownership of Certain Beneficial Owners and Management.....................................   41

13.  Certain Relationships and Related Transactions.....................................................   41

                                                   PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K....................................   42

     Signatures.........................................................................................   47
</TABLE>

2

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                                     PART I

ITEM 1.  BUSINESS

Interpool, Inc. (the "Company" or "Interpool") is one of the world's leading
lessors of intermodal dry freight standard containers and believes that it is
the largest lessor of intermodal container chassis in the United States. At
December 31, 1999, the Company's container fleet totaled approximately 575,000
twenty foot equivalent units ("TEUs"), the industry standard measure of
dimension for containers used in international trade, and its chassis fleet
totaled approximately 90,000 chassis. The Company leases its containers and
chassis to over 200 customers, including nearly all of the world's 20 largest
international container shipping lines.

The efficiencies and cost savings inherent in intermodal transportation of
containerized cargo have facilitated the dramatic growth of international trade.
Intermodal transportation permits movement of cargo in a standard steel
container by means of a combination of ship, rail and truck without unpacking
and repacking of the contents during transit. The Company believes the world's
dry freight standard container fleet has grown from fewer than .4 million TEUs
in 1970 to approximately 11.0 million TEUs by mid-1999. During the twelve-month
period ending in mid-1999 the Company estimates that approximately 1.3 million
TEUs were produced, of which .4 million have been estimated to be replacements
of older containers. Concurrently with this growth of the world's container
fleet, the domestic chassis fleet has grown to accommodate the increased
container traffic. Leasing companies have played a significant role in the
growth of intermodal transportation, supplying approximately half of the world's
container and chassis requirements.

The Company focuses on leasing dry freight standard containers and container
chassis on a long-term basis in order to achieve high utilization of its
equipment and stable and predictable earnings. From 1991 through 1994, the
combined utilization rate of the Company's container and chassis fleets averaged
at least 90%. At the end of 1995 and 1996 the combined utilization rate of the
Company's container and chassis fleets was approximately 97% and at December 31,
1997, 1998 and 1999 such rate was approximately 98%. A substantial portion of
the Company's newly acquired equipment is leased on a long-term basis and, at
December 31, 1999, approximately 88% of its total equipment fleet was leased on
this basis. The remainder of the Company's equipment is leased under short-term
agreements to satisfy customers' peak or seasonal requirements, generally at
higher rates than under long-term leases. The Company concentrates on standard
dry cargo containers and chassis because such equipment may be more readily
remarketed upon expiration of a lease than specialized equipment. In financing
its equipment acquisitions, Interpool generally seeks to meet debt service
requirements from the leasing revenue generated by its equipment.

The Company conducts its container and chassis leasing business through its two
subsidiaries, Interpool Limited and Trac Lease, Inc. ("Trac Lease"),
respectively. Certain other United States equipment leasing activities are
conducted through Interpool itself.

The Company and its predecessors have been involved in the leasing of containers
and chassis since 1968. The Company leases containers throughout the world, with
particular emphasis on the Pacific Rim. The Company leases chassis to customers
for use in the United States. The Company maintains contact with its customers
through a worldwide network of offices, agents and sales representatives. The
Company believes one of the key factors in its ability to compete effectively
has been the long-standing relationships management has established with most of
the world's large shipping lines. In addition, Interpool relies on its strong
credit rating and low financing costs to maintain its competitive position.

From time to time the Company considers possible acquisitions of complementary
businesses and asset portfolios. In May 1999, the Company's Microtech subsidiary
acquired a 51% interest in Personal Computer Rentals, Inc. (PCR), a nationwide
lessor of computers and related equipment. The Company also provided financing
to PCR. In April 1998, the Company established a strategic alliance with another
container leasing company whose business complements that of the Company through
the acquisition of a 50% interest in Container Applications International, Inc.
(CAI), whose business is primarily in the short term master lease market. The
Company also provided CAI with financing to repay debt.

                                                                               3

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Company History

The Company is a Delaware corporation formed in February 1988. The Company is
the successor to a line of container and chassis leasing businesses that traces
its beginning to the 1960's.

Interpool Limited, a container and chassis leasing business, was formed in 1968
by Warren L. Serenbetz, a director of the Company and executive consultant until
January 1995, Martin Tuchman, currently Chairman of the Board, Chief Executive
Officer and director of the Company, and two other individuals. In 1978,
Interpool Limited was sold to Thyssen-Bornemisza, N.V. ("Thyssen"). As part of
Thyssen, Interpool Limited continued to be managed by Messrs. Serenbetz and
Tuchman. In 1986, Messrs. Serenbetz and Tuchman, along with Mr. Raoul J.
Witteveen and two other senior executives formed and became the stockholders of
Trac Lease. In 1988, the Company was formed by Messrs. Serenbetz, Tuchman and
Witteveen and acquired Interpool Limited from Thyssen (the "Interpool Limited
Acquisition"). In 1993, the Company acquired 87.5% of Trac Lease (the "Trac
Lease Acquisition"). In the first quarter of 1996 pursuant to an Agreement of
Merger between Trac Lease and Trac Lease Merger Corp., a newly formed subsidiary
(the "Trac Merger"), the Company acquired the minority interests in Trac Lease
and as a result Trac Lease became a wholly owned subsidiary.

Intermodal Transportation

The fundamental component of intermodal transportation is the container.
Containers provide a secure and cost-effective method of transporting finished
goods and component parts because they are generally freely inter-changeable
between different modes of transport, making it possible to move cargo from a
point of origin to a final destination without the repeated unpacking and
repacking of the goods required by traditional shipping methods. The same
container may be carried successively on a ship, rail car and truck and across
international borders with minimal customs formalities. Containerization is more
efficient, more economical and safer in the transportation of cargo than "break
bulk transport" in which the goods are unpacked and repacked at various
intermediate points enroute to their final destination. By eliminating manual
repacking operations when differing modes of transportation are used,
containerization reduces freight and labor costs. In addition, automated
handling of containers permits faster loading and unloading and more efficient
utilization of transportation equipment, thereby reducing transit time. The
protection provided by sealed containers also reduces damage to goods and loss
and theft of goods during shipment. Containers may also be picked up, dropped
off, stored and repaired at independent common user depots located throughout
the world.

The adoption of uniform standards for containers in 1968 by the International
Standards Organization (the "ISO") precipitated a rapid growth of the container
industry, as shipping companies recognized the advantages of containerization
over traditional break bulk transportation of cargo. This growth resulted in
substantial investments in containers, container ships, port facilities,
chassis, specialized rail cars and handling equipment.

Most containers are constructed of steel in accordance with recommendations of
the ISO. The basic container type is the general purpose dry freight standard
container (accounting for approximately 87% of the world's container fleet),
which measures 20 or 40 feet long, 8 feet wide and 8 1/2 or 9 1/2 feet high. In
general, 20-foot containers are used to carry heavy, dense cargo loads (such as
industrial parts and certain food products) and in areas where transport
facilities are less developed, while 40-foot containers are used for lighter
weight finished goods (such as apparel, electronic appliances and other consumer
goods) in areas with better developed transport facilities. Standards adopted by
the International Convention for Safe Containers and the Institute of
International Container Lessors govern the operation and maintenance of
containers.

The demand for containers is influenced primarily by the volume of international
and domestic trade. In recent years, however, the rate of growth in the
container industry has exceeded that of world trade as a whole due to several
factors, including the existence of geographical trade imbalances, the expansion
of shipping lines, and changes in manufacturing practices, such as growing
reliance on "just-in-time" delivery methods and increased exports by certain
technologically advanced countries of component parts for assembly in other
countries and the subsequent re-importation of finished products.

When a container vessel arrives in port, each container is loaded onto a chassis
or rail car. A chassis is a rectangular, wheeled steel frame, generally 20 or 40
feet in length, built specifically for the purpose of transporting a container.
Once mounted, the container and chassis are the functional equivalent of a
trailer. When mounted on a chassis, the container may be trucked either to its
final destination or to a railroad terminal for loading onto a rail car.
Similarly, a container shipped by rail may be transferred to a chassis to travel
over the road to its final destination. As the use of containers has become a
predominant factor in the intermodal movement of cargo, the chassis has become a
prerequisite for the domestic segment of the journey. A chassis seldom travels
permanently with a single container, but instead serves as a transport vehicle
for containers that are loaded or unloaded at ports or railroad terminals.

4

<PAGE>

Because of differing international road regulations and the lack of
international standards for chassis, chassis used in the United States are
seldom used in other countries.

The Company's management believes that in recent years domestic railroads and
trucking lines have begun actively marketing intermodal use of services for the
domestic transportation of freight. In 1992, container loadings represented, for
the first time, a majority of total domestic rail loadings of intermodal
transportation equipment. Management further believes that this trend should
serve to accelerate the growth of intermodal transportation, and hence result in
increased container and chassis demand.

As a result of the advantages of intermodal containerization and the increased
globalization of the world economy, the use of containers for domestic
intermodal transportation has also grown over the last few years. Greater use of
containers on cargo ships led railroad and trucking companies to develop the
capacity to transport containers domestically by chassis and rail car. In
addition, shipping companies began soliciting domestic freight in order to
mitigate the cost of moving empty containers back to the port areas for use
again in international trade. The introduction in the mid-1980's of the double
stack railroad car, specially designed to carry containers stacked one on top of
another, accelerated the growth of domestic intermodal transportation by
reducing shipping costs still further. Due to these trends, an increasing
portion of domestic cargo is now being shipped by container instead of by a
conventional highway trailer. The Company has acquired over 11,500 units of
equipment, including domestic trailers, domestic chassis and domestic containers
in order to increase its participation in the growing domestic intermodal
market.

The Leasing Market and the Company's Strategy

Benefits of Leasing

Leasing companies own approximately half of the world's container fleet and half
of the domestic chassis fleet, with the balance owned predominantly by shipping
lines. Leasing companies have maintained this market position because container
shipping lines receive both financial and operational benefits by leasing a
portion of their equipment. The principal benefits to shipping lines of leasing
are:

     o to provide shipping lines with an alternative source of financing in a
       traditionally capital-intensive industry;

     o to enable shipping lines to expand their routes and market shares at a
       relatively inexpensive cost without making a permanent commitment to
       support their new structure;

     o to enable shipping lines to benefit from leasing companies' anticipatory
       buying and volume purchases, thereby offering them attractive pricing and
       prompt delivery schedules;

     o to enable shipping lines to accommodate seasonal and/or directional trade
       route demand, thereby limiting their capital investment and storage
       costs; and

     o to enable shipping lines at all times to maintain the optimal mix of
       equipment types in their fleets.

Because of these benefits, container shipping lines generally obtain a
significant portion of their container fleets from leasing companies, either on
short-term or long-term leases. Short-term leases provide a considerable degree
of operational flexibility in allowing a customer to pick up and drop off
containers at various locations worldwide at any time. However, customers pay
for this flexibility in the form of substantially higher lease rates for
short-term leases and drop-off charges for the privilege of returning equipment
to certain locations. Most short-term leases are "master leases," under which a
customer reserves the right to lease a certain number of containers as needed
under a general agreement between the lessor and the lessee. Long-term leases
provide the lessee with advantageous pricing structures, but usually contain an
early termination provision allowing the lessee to return equipment prior to
expiration of the lease only upon payment of an early termination fee. Since
1991, the Company has experienced minimal early returns under its long-term
leases, primarily because of the penalties involved and because customers must
return all containers covered by the particular long-term lease being
terminated, generally totaling several hundred units, and bear substantial costs
related to their repositioning and repair. Frequently, a lessee will retain
long-term leased equipment well beyond the initial lease term. In these cases,
long-term leases will be renewed at the then prevailing market rate, either for
additional one-year periods or as part of a short-term agreement. In some cases,
the customer has the right to purchase the equipment at the end of a long-term
lease. The Company's long-term leases generally have five to eight year terms.

                                                                               5

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The Company often enters into long-term "direct finance" leases. Under a direct
finance lease, the customer owns the container at the expiration of the lease
term. Although customers pay a higher per diem rate under a direct finance lease
than under a long-term operating lease, a direct finance lease enables the
Company to provide customers with access to financing on terms generally
comparable to those available from financial institutions which provide this
type of financing.

Shipping lines generally spread their business over a number of leasing
companies in order to avoid dependence on a single supplier.

Unlike the business of container leasing, which is global in scale, the
Company's chassis leasing business is almost exclusively a domestic business.
Many of the customers for the Company's chassis, however, are United States
subsidiaries or branches of international shipping lines.

Company Strategy

The Company emphasizes long-term leases in order to minimize the impact of
economic cycles on the Company's revenues and to achieve high utilization and
stable and predictable earnings. The lower rate of turnover provided by
long-term leases enables the Company to concentrate on the expansion of its
asset base through the purchase and lease of new equipment, rather than on the
repeated re-marketing of its existing fleet.

The result of this strategy has been to establish the Company as one of the
world's leading lessors of dry freight standard containers. The Company intends
to continue its emphasis on acquiring and leasing dry freight standard
containers, rather than investing significantly in special purpose equipment
such as refrigerated or tank containers. Management believes that the Company
currently has one of the youngest container fleets of the world's ten largest
container lessors.

Trac Lease, with a fleet of approximately 90,000 chassis, believes it is now the
largest chassis lessor in the United States. The Company's chassis leasing
strategy includes an emphasis on long-term leasing of new or re-manufactured
chassis which allows the Company to offer equipment packages to its customers at
the most attractive cost to the Company.

In order to re-deploy chassis that are coming off long-term leases, the Company
operates "chassis pools" for most of the major port authorities and terminal
operators on the Eastern seaboard and the Gulf coast. A chassis pool is an
inventory of chassis available for short-term leasing to customers of the port
or terminal. The principal ports in the United States where the Company supplies
chassis pools are Boston, Baltimore, Norfolk, Charleston, Savannah, New Orleans
and Houston.

Like most leasing companies, the Company depends on high utilization of its
equipment in order to run its operations profitably. Because the Company has
most of its container and chassis fleets under long-term leases, the Company
believes that it has generally experienced better utilization in periods of weak
demand than other leasing companies having a smaller proportion of their fleets
under long-term leases. From 1991 through 1994, the annual utilization of the
Company's container fleet and Trac Lease's chassis fleet has averaged at least
90%. At the end of 1995 and 1996, the combined utilization rate of the Company's
container and chassis fleets was approximately 97%, and at December 31, 1997,
1998 and 1999, such rate was approximately 98%.

Operations

Lease Terms

Lease rentals are typically calculated on a per diem basis, regardless of the
term of the lease. The Company's leases generally provide for monthly or
quarterly billing and require payment by the lessee within 30 to 60 days after
presentation of an invoice. Generally, the lessee is responsible for payment of
all taxes and other charges arising out of use of the equipment and must carry
specified amounts of insurance to cover physical damage to and loss of
equipment, as well as bodily injury and property damage to third parties. In
addition, the Company's leases usually require lessees to repair any damage to
the containers and chassis. Lessees are also required to indemnify the Company
against losses to the Company arising from accidents or similar occurrences
involving the leased equipment. The Company's leases generally provide for
pick-up, drop-off and other charges and set forth a list of locations where
lessees may pick up or return equipment. The Company's long-term leases
generally have five to eight year terms.

6

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Equipment Tracking and Billing

The Company uses a computer system with proprietary software for equipment
tracking and billing to provide a central operating data base showing the
Company's container and chassis leasing activities. The system processes
information received electronically from the Company's regional offices. The
system records the movement and status of each container and chassis and links
that information with the complex data comprising the specific lease terms in
order to generate billings to lessees. More than 15,000 movement transactions
per month are routinely processed through the system, which is capable of
tracking revenue on the basis of individual containers and chassis. The system
also generates a wide range of management reports containing information on all
aspects of the Company's leasing activities.

Sources of Supply

Because of the rising demand for containers and the availability of relatively
inexpensive labor in the Pacific Rim, approximately 80% of world container
production now occurs in China. Containers are also produced in other countries,
such as South Korea, India, Indonesia, Malaysia, Taiwan, Turkey, South Africa,
and, to a lesser extent, in other parts of the world. Most chassis used in the
United States are manufactured domestically due to the high cost of
transportation to the United States of chassis manufactured abroad.
Manufacturers of chassis frequently produce over-the-road trailers as well, and
can convert some production capability to chassis as needed.

Upon completion of manufacture, new containers and chassis are inspected to
insure that they conform to applicable standards of the ISO and other
international self-regulatory bodies.

Maintenance, Repairs and Refurbishment

Maintenance for new containers and chassis has generally been minor in nature.
However, as containers and chassis age, the need for maintenance increases, and
they may eventually require extensive maintenance.

The Company's customers are generally responsible for maintenance and repairs of
equipment other than normal wear and tear. When normal wear and tear to
equipment is extensive, the equipment may have to be refurbished or
remanufactured. Refurbishing and remanufacturing involve substantial cost,
although chassis can be remanufactured for substantially less than the cost of
purchasing a new chassis. Because facilities for this purpose are not available
at all depots or branches, equipment requiring refurbishment or remanufacture
may have to be repositioned, at additional expense, to the nearest suitable
facility. Alternatively, the Company may elect to sell equipment requiring
refurbishment.

Depots

The Company, through its affiliate CAI, operates in all the major depots
throughout the world. Depots are facilities owned by third parties at which
containers and other items of transportation equipment are stored, maintained
and repaired. The Company retains independent agents at these depots to handle
and inspect equipment delivered to or returned by lessees, to store equipment
that is not leased and to handle maintenance and repairs of containers and
chassis. Some agents are paid a fixed monthly retainer to defray recurring
operating expenses and some are guaranteed a minimum level of commission income.
In addition, the Company generally reimburses its agents for incidental
expenses.

Repositioning and Related Expenses

If lessees in large numbers return equipment to a location which has a larger
supply than demand, the Company may incur expenses in repositioning the
equipment to a better location. Such repositioning expenses generally range
between $50 and $500 per item of equipment, depending on geographic location,
distance and other factors, and may not be fully covered by the drop-off charge
collected from the lessee. In connection with necessary repositioning, the
Company may also incur storage costs, which generally range between $.20 and
$2.50 per TEU per day. In addition, the Company bears certain operating expenses
associated with its containers and chassis, such as the costs of maintenance and
repairs not performed by lessees, agent fees, depot expenses for handling,
inspection and storage and any insurance coverage in excess of that maintained
by lessee. The Company's insurance coverage provides protection against various
risks but generally excludes war-related and other political risks.

                                                                               7

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Disposition of Containers and Chassis and Residual Values

From time to time, the Company sells equipment that was previously leased. The
decision whether to sell depends on the equipment's condition, remaining useful
life and suitability for continued leasing or for other uses, as well as
prevailing local market resale prices and an assessment of the economic benefits
of repairing and continuing to lease the equipment compared to the benefits of
selling. Containers are usually sold to shipping or transportation companies for
continued use in the intermodal transportation industry or to secondary market
buyers, such as wholesalers, depot operators, mini storage operators,
construction companies and others, for use as storage sheds and similar
structures. Because old chassis are more easily remanufactured than old
containers, chassis are less likely to be sold than containers.

At the time of sale, the residual value of a container or chassis will depend,
among other factors, upon mechanical or economic obsolescence, as well as its
physical condition. While there have been no major technological advances in the
short history of containerization that have made active equipment obsolete,
several changes in standards have decreased the demand for older equipment, such
as the increase in the standard height of containers from 8 feet to 8 1/2 feet
in the early 1970's.

Marketing and Customers

The Company leases its containers and chassis to over 200 shipping and
transportation companies throughout the world, including nearly all of the
world's 20 largest international container shipping lines. With a network of
offices and agents covering major ports in the United States, Europe and the Far
East, the Company has been able to supply containers in nearly all locations
requested by its customers. In 1999, the Company's top 25 customers represented
approximately 67% of its consolidated revenues, with no single customer
accounting for more than 7%.

The customers for the Company's chassis are a large number of domestic
companies, many of which are domestic subsidiaries or branches of international
shipping lines to which the Company also leases containers.

The Company maintains close relationships with a large customer base on which
detailed credit records are kept. The Company's credit policy sets different
maximum exposure limits for its customers. Credit criteria may include, but are
not limited to, customer trade route, country, social and political climate,
assessments of net worth, asset ownership, bank and trade credit references,
credit bureau reports, and operational history.

The Company seeks to reduce credit risk by maintaining insurance coverage
against defaults and equipment losses. Although there can be no assurance that
such coverage will be available in the future, the Company currently maintains
contingent physical damage, recovery/repatriation and loss of revenue insurance
which provides coverage in the event of a customer's default. The policy covers
the cost of recovering the Company's equipment from the customer, including
repositioning costs, the cost of repairing the equipment and the value of
equipment which cannot be located or is uneconomical to recover. It also covers
a portion of the lease revenues the Company may lose as a result of the
customer's default (i.e., 180 days of lease payments following default). The
Company has the option to renew the current policy for periods through December
2001, subject to premium adjustments.

Competition

There are many companies leasing intermodal transportation equipment with which
the Company competes. Some of the Company's competitors have greater financial
resources than the Company or are subsidiaries or divisions of much larger
companies. Over the last several years, there has been consolidation in the
container leasing business resulting from several acquisitions. The result of
the consolidation has been fewer lessors, a more rationalized industry and a
stabilizing pricing environment. Management believes that the Company is
currently one of the world's largest dry freight standard container leasing
companies and the second largest container chassis leasing company in the United
States.

In addition, the containerized shipping industry which the Company services,
competes with providers of alternative methods of transporting goods, such as by
air, truck and rail. The Company believes that in most instances such
alternative methods are not as cost-effective as shipping of containerized
cargo.

8

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Because rental rates for containers and chassis are not subject to regulation by
any government authority but are determined principally by the demand for and
supply of equipment in each geographical area, price is one of the principal
methods by which the Company competes. In times of low demand and excess supply,
leasing companies tend to grant price concessions, such as free days or pick-up
credits, in order to keep their equipment on lease and to avoid storage charges.
The Company attempts to design lease packages tailored to the requirements of
individual customers and considers its long-term relationships with customers to
be important to its ability to compete effectively. The Company also competes on
the basis of its ability to deliver equipment in a timely manner in accordance
with customer requirements.

Other Business Operations

In addition to its container and chassis leasing operations through Interpool
Limited and Trac Lease, the Company also receives revenues from other
activities. The Company leases approximately 500 freight rail cars to railroad
companies through its Chicago based Railpool division. Microtech Leasing
Corporation, a 75.5% owned subsidiary of the Company, leases microcomputers and
related equipment as does PCR, a 51% owned subsidiary. The Company also leases
intermodal trailers which are designed to be carried on rail flatcars and pulled
by tractor over the highway. The Company received, in the aggregate,
approximately 17% of its consolidated revenues for the year ended December 31,
1999 from these other business operations. These operations have been
consistently profitable since the Company's formation.

PoolStat Chassis Pool Management

Trac Lease has developed a new business service, which allows for cooperative
management of chassis among competing shipping lines. Under this program,
shipping lines can "pool" their chassis at common locations such as marine
terminals and railroad depots. The PoolStat software compiles data from each
location and reports on levels of chassis contribution as compared to levels of
chassis usage by each shipping line in the cooperative pool. The benefit of this
program to the shipping lines is a lower overall inventory requirement at each
location. In addition, centralized maintenance and repair improves service
levels to customers and the trucking community. The benefits to Trac Lease are
the management fee, and the closer relationship forged with the same shipping
lines, which lease chassis from Trac Lease on both a long and short-term basis.
A number of leasing and other companies have been vying to provide cooperative
pool services to the shipping community, and Trac Lease has been successful at
winning a number of the contracts awarded to date. PoolStat now has
approximately 80,000 chassis under contract and is actively looking to increase
its level of business.

Employees

As of December 31, 1999 the Company had approximately 360 employees,
approximately 340 of whom are based in the United States. Included in the total
employee count are approximately 220 employees of PCR. None of the Company's
employees is covered by a collective bargaining agreement. The Company believes
its relations with its employees are good.

ITEM 2. PROPERTIES

On July 22, 1998, the Company purchased approximately 18,000 square feet of
condominium office space located on the 27th floor at 633 Third Avenue, New
York, NY 10017 and relocated the Company's New York office to this new location
during the fourth quarter of 1998. All the Company's' other commercial office
space, aggregating approximately 35,000 square feet, is leased. The Company's
executive offices are located at 211 College Road East, Princeton, New Jersey.
The Company also leases office facilities in Chicago, Portland, Barbados,
Aberdeen, Antwerp, Basel, Hong Kong and Singapore.

ITEM 3. LEGAL PROCEEDINGS

The Company is engaged in various legal proceedings from time to time incidental
to the conduct of its business. In the opinion of management, the Company is
adequately insured against the claims relating to such proceedings, and any
ultimate liability arising out of such proceedings will not have a material
adverse effect on the financial condition or results of operations of the
Company.

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

There were no matters submitted to a vote of security holders through
solicitation of proxies during the fourth quarter of fiscal 1999.

                                                                               9

<PAGE>

                                     PART II


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

The Common Stock of the Company is traded on the New York Stock Exchange under
the symbol "IPX". The following table sets forth for the periods indicated
commencing on January 1, 1997, the high and low last reported sale prices for
the Common Stock on the New York Stock Exchange. All share and per share data
have been adjusted to reflect the 3-for-2 stock split effected on March 27, 1997
and have been rounded to the nearest eighth.

                                                        HIGH         LOW
                                                        ----         ---
      Calendar Year 1997
         First Quarter..............................   $16.75       $10.25
         Second Quarter.............................    15.50        12.25
         Third Quarter..............................    17.75        13.50
         Fourth Quarter.............................   17.625        13.50
      Calendar Year 1998
         First Quarter..............................   $15.50       $13.25
         Second Quarter.............................  16.1875      14.3750
         Third Quarter..............................  18.9375        9.875
         Fourth Quarter.............................   17.125        10.00
      Calendar Year 1999
         First Quarter..............................   $16.75     $12.4375
         Second Quarter.............................    15.25        10.50
         Third Quarter..............................    13.50         7.50
         Fourth Quarter.............................    9.125        6.875

As of March 20, 2000 there were approximately 1,500 record holders of Common
Stock. On March 20, 2000 the last reported sale price of the Common Stock on the
New York Stock Exchange was $6.625 per share.

The Company paid a quarterly dividend in the amount of 3.75 cents per share on
its Common Stock in January, April, July and October 1999.

Equity Financing

On January 27, 1997, Interpool Capital Trust, a Delaware statutory business
trust (the "Trust"), sold an aggregate of $75 million in aggregate liquidation
amount of 9-7/8% Capital Securities (the "Capital Securities") for a total sales
price of $75 million in cash. Interpool owns all the common securities of the
Trust. The proceeds received by the Trust from the sale of the Capital
Securities were used by the Trust to acquire $75 million of 9-7/8% Junior
Subordinated Debentures due February 15, 2027 of Interpool.

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected historical and pro forma consolidated
financial data for the Company, for the periods and at the dates indicated. The
historical financial data for each of the five years in the period ended
December 31, 1999, and at December 31, 1999, 1998, 1997, 1996, and 1995, are
derived from and qualified by reference to the historical consolidated financial
statements that have been audited and reported upon by Arthur Andersen LLP,
independent public accountants. This information should be read in conjunction
with the historical consolidated financial statements of the Company and the
notes thereto.

10

<PAGE>

                             SELECTED FINANCIAL DATA
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                                         YEAR ENDED DECEMBER 31,
                                                                   1999(1)         1998          1997(2)       1996(3)      1995(4)
                                                                   -------         ----          -------       -------      -------
<S>                                                              <C>            <C>            <C>            <C>          <C>
INCOME STATEMENT DATA:
Revenues                                                         $  217,840     $  182,316     $  161,425     $147,148     $127,925
Earnings before interest and taxes                                   79,628         96,624         86,474       81,481       70,752
Income before extraordinary gain/loss                               $21,871        $37,614        $33,091     $ 34,196     $ 29,545
                                                                 ==========     ==========     ==========     ========     ========

Income per share before extraordinary gain/loss (5)

Basic                                                            $     0.79     $     1.36     $     1.17     $   1.24     $   1.09
                                                                 ==========     ==========     ==========     ========     ========
Diluted                                                          $     0.77     $     1.31     $     1.13     $   1.16     $   1.02
                                                                 ==========     ==========     ==========     ========     ========

Weighted average shares outstanding (5):

Basic                                                                27,571         27,561         27,552       25,953       25,953
Diluted                                                              28,234         28,615         29,370       31,438       30,533
Cash dividends declared per common share (5):                    $     0.15          $0.15          $0.15        $0.13        $0.12

                                                                                        AS OF DECEMBER 31,
                                                                    1999           1998           1997          1996         1995
                                                                    ----           ----           ----          ----         ----
BALANCE SHEET DATA:
Cash, short-term investments and marketable
  Securities                                                     $  207,626     $  112,298     $   42,976     $ 70,005     $ 70,661
Total assets                                                      1,443,259      1,362,234      1,114,456      939,418      851,600

Debt and capital lease obligations                                  998,228        932,157        744,227      602,704      571,102

Stockholders' equity                                                301,367        283,215        250,446      280,546      246,690
</TABLE>

(1) The 1999 income statement data excludes an extraordinary gain of $740, net
    of tax expense, resulting from the retirement of debt.

(2) The 1997 income statement data excludes an extraordinary loss of $5,428, net
    of the tax benefit, resulting from the retirement of debt.

(3) The 1996 income statement data includes non-recurring expense items totaling
    $3,892. The Company recorded a $1,500 charge for the initial public offering
    expenses of Interpool Limited which was withdrawn in the fourth quarter;
    this charge had a $.06 net income per share effect on basic basis and a $.05
    net income per share effect on a diluted basis. Also, a $2,392 charge was
    recorded for the accumulated dividends of the Company's subsidiary, Trac
    Lease, Inc. which resulted from the acquisition of the outstanding preferred
    stock of Trac Lease through the issuance of Interpool, Inc. preferred stock.
    Such charge had no impact on net income per share because unpaid dividends
    were included in the computation of net income per share in prior periods.

(4) The 1995 income statement data excludes the extraordinary gain of $2,422 net
    of taxes resulting from the exchange of $67,436 of 5 1/4% Convertible
    Exchangeable Subordinated Notes due 2018 for new 5 3/4% Cumulative
    Convertible Preferred Stock.

(5) Restated to give effect of the three-for-two stock split effective March 27,
    1997. In 1997, the Company adopted Statement of Financial Accounting
    Standards Statement No. 128. See Note 1 to the consolidated financial
    statements.

                                                                              11

<PAGE>

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

The following discussion of the Company's historical financial condition and
results of operations should be read in conjunction with the historical
consolidated financial statements and the notes thereto and the other financial
information appearing elsewhere in this report.

Certain of the matters discussed herein and elsewhere in this Form 10-K may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and as such may involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of Interpool to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements.

General

The Company generates revenues through leasing transportation equipment,
primarily dry freight standard containers and container chassis. Most of the
Company's revenues are derived from payments under operating leases and income
earned under finance leases, under which the lessee has the right to purchase
the equipment at the end of the lease term. In May 1999, the Company's Microtech
subsidiary acquired a 51% interest in Personal Computer Rentals Inc. (PCR), a
nationwide lessor of computers and related equipment.

Revenue derived from an operating lease generally consists of the total lease
payment from the customer. In 1999, 1998 and 1997, revenues derived from
operating leases were $189.2 million (90% of revenues), $148.0 million (81% of
revenues), and $127.6 million (79% of revenues), respectively.

Revenue derived from a direct finance lease consists only of income recognized
over the term of the lease using the effective interest method. The principal
component of the direct finance lease payment is reflected as a reduction to the
net investment in the direct finance lease. In 1999, 1998 and 1997, total
payments from direct finance leases were $86.7 million, $128.1 million and $94.4
million, respectively. The revenue component of total lease payments totaled
$20.7 million (10% of revenues), $34.3 million (19% of revenues) and $33.8
million (21% of revenues) in 1999, 1998 and 1997, respectively. The decrease in
the revenue component of total lease payments is a result of the reduction in
finance lease revenues of $14.2 million as a result of the securitized lease
receivables.

The Company's mix of operating and direct finance leases is a function of
customer preference and demand and the Company's success in meeting those
customer requirements. During the initial two years of either an operating lease
or a direct finance lease, the contribution to the Company's earnings before
interest and taxes is very similar. In subsequent periods, however, the
operating lease will generally be more profitable than a direct finance lease,
primarily due to the return of principal inherent in a direct finance lease.
However, after the long-term portion (and any renewal) of an operating lease
expires, the operating lease will have redeployment costs and related risks
which are avoided under a direct finance lease.

The Company conducts business with shipping line customers throughout the world
and is thus subject to the risks of operating in disparate political and
economic conditions. Offsetting this risk is the worldwide nature of the
shipping business and the ability of the Company's shipping line customers to
shift their operations from areas of unfavorable political and/or economic
conditions to more promising areas. Substantially all of the Company's revenues
are billed and paid in U.S. dollars. In addition, the Company's container
purchases are paid for in U.S. dollars. The Company believes these factors
substantially mitigate foreign currency rate risks.

Certain of the shipping lines to which the Company leases containers are
entities domiciled in several Asian countries. In addition, many of the
Company's customers are substantially dependent upon shipments of goods exported
from Asia. Economic disruption, political instability or military disturbances
in these areas of the world could adversely affect the Company. Although the
Company has not experienced any material adverse impact on its business as a
result of the recent financial conditions in certain Asian markets, there can be
no assurance that financial turmoil in one or more of the Asian markets would
not adversely affect the Company's business.

The Company's container leasing operations are conducted through Interpool
Limited, a Barbados corporation. The Company's effective tax rate benefits
substantially from the application of an income tax convention, pursuant to
which the profits of Interpool Limited from container leasing operations are
exempt from federal taxation in the United States. Such profits are subject to
Barbados tax at rates which are significantly lower than the applicable rates in
the United States. See "--United States Federal Income Tax." The Company's
chassis leasing operations are conducted primarily through Trac Lease. Certain
other United States equipment leasing activities are conducted through Interpool
itself.

12

<PAGE>

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities. The Statement establishes accounting and reporting
standards requiring that every derivative instrument (including certain
derivative instruments embedded in other contracts) be recorded in the balance
sheet as either an asset or liability measured at its fair value. The Statement
requires that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special accounting
for qualifying hedges allows a derivative's gain and losses to offset related
results on the hedge item in the income statement, and requires that a company
must formally document, designate, and assess the effectiveness of transactions
that receive hedge accounting.

Statement 133 is effective for fiscal years beginning after June 15, 2000. A
company may also implement the Statement as of the beginning of any fiscal
quarter after issuance (that is, fiscal quarters beginning June 16, 1998 and
thereafter). Statement 133 cannot be applied retroactively. Statement 133 must
be applied to (a) derivative instruments and (b) certain derivative instruments
embedded in hybrid contracts that were issued, acquired, or substantively
modified after December 31, 1997 (and, at the company's election before January
1, 1998). The Company has not yet quantified the impacts of adopting Statement
133 on its financial statements and has not determined the timing or method of
our adoption of Statement 133. However, the Statement could increase volatility
in earnings and other comprehensive income.

Results of Operations

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Revenues. The Company's revenues increased to $217.8 million for the year ended
December 31, 1999, from $182.3 million in the year ended December 31, 1998, an
increase of $35.5 million or 19%. The increase was due to increased operating
lease revenues of $23.5 million primarily generated by an expanded container and
chassis fleet, $18.3 million in leasing revenues generated by the assets
acquired in the PCR acquisition, as well as a gain of $7.9 million recognized
from a securitization completed during the three months ended March 31, 1999,
partially offset by a decrease in finance lease revenues of $14.2 million.
Subsequent to the securitization, the Company recognizes revenue only on its
retained interest in the securitized lease receivables.

Lease Operating and Administrative Expenses. The Company's lease operating and
administrative expenses increased to $73.8 million for the year ended December
31, 1999 from $45.0 million in the year ended December 31, 1998, an increase of
$28.8 million. The increase was primarily due to additional bad debt reserves
for specific losses, $15.3 million of lease operating and administrative
expenses as a result of the acquisition of PCR, as well as higher operating and
administrative costs resulting from expanded operations generating increased
commission, insurance and salary expense.

Depreciation and Amortization of Leasing Equipment. The Company's depreciation
and amortization expenses increased to $61.7 million in the year ended December
31, 1999 from $42.6 million in the year December 31, 1998, an increase of $19.1
million. The increase was due to a $6.8 million write-down of certain container
equipment for which the residual value was impaired, an increased fleet size, as
well as $2.2 million of depreciation and amortization as a result of the
acquisition of PCR. A specific manufacturer of containers provided the Company
with defective containers subject to a warranty claim, for which the expenses
are not recoverable due to the bankruptcy of the manufacturer. The Company
isolated the unit numbers of the defective containers and analyzed the proceeds
received upon the sale of these defective containers. The Company then reduced
the book value of these defective containers to scrap value in order to
approximate their net realizable value.

Other (Income)/Expense, Net. The change in other (income)/expense, net of $4.6
million was due to a decrease in the Company's income from unconsolidated
subsidiaries of $2.1 million. Additionally the Company's net loss on sale of
leasing equipment was $1.2 million in the year ended December 31, 1999 versus a
gain of $1.3 million in 1998.

Interest Expense, Net. The Company's net interest expense increased to $54.3
million in the year ended December 31, 1999 from $53.2 million in the year ended
December 31, 1998, an increase of $1.1 million. The increase in net interest
expense was due to increased interest expense of $2.1 million, as well as
increased investment income of $1.0 million. The increase in interest expense
was primarily due to increased borrowings to fund capital expenditures resulting
in incremental interest expense of $3.9 million, partially offset by reduced
borrowing costs resulting in interest expense savings of $1.8 million.

                                                                              13

<PAGE>

Provision for Income Taxes. The Company's provision for income taxes decreased
to $3.4 million from $5.8 million primarily due to lower taxable income.

Income Before Extraordinary Gain. As a result of the factors described above,
the Company's income before extraordinary gain decreased to $21.9 million in the
year ended December 31, 1999 from $37.6 million in the year ended December 31,
1998.

Extraordinary Gain. The Company recorded an extraordinary gain on the retirement
of debt of $.7 million in the year ended December 31, 1999.

Net Income. As a result of the factors described above, the Company's net income
decreased to $22.6 million in the year ended December 31, 1999 from $37.6
million in the year ended December 31, 1998.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Revenues. The Company's consolidated revenues increased to $182.3 million for
the year ended December 31, 1998 from $161.4 million in the year ended December
31, 1997, an increase of $20.9 million or 13%. Of this increase, $8.3 million
was attributable to increased container revenue resulting from an increased
container fleet size, which by year-end had grown by approximately 74,000 TEUs
from the previous year. Chassis revenue also increased by $10.8 million with the
fleet increasing to 76,000 units from the previous level of 63,000. Revenue from
other business operations increased by $1.8 million in 1998 primarily due to
increased micro computer leasing revenue of $2.0 million. Partially offsetting
the increase in other business operations revenue was a reduction in intermodal
trailer leasing revenue of $.2 million.

Lease operating and administrative expenses. The Company's lease operating and
administrative expenses increased to $45.0 million for the year ended December
31, 1998 from $39.8 million in the year ended December 31, 1997, an increase of
$5.2 million. The increase was due to higher administrative costs of $3.2
million resulting from both increased operations and inflation, as well as
higher operating expenses of $2.0 million resulting from expanded operations
generating increased commission, insurance and other operating expenses.

Depreciation and amortization. The Company's depreciation and amortization
expenses increased to $42.6 million in the year ended December 31, 1998 from
$35.6 million in the year ended December 31, 1997, an increase of $7.0 million.
The increase is due to an increased fleet size.

Other income, net. The Company's income from unconsolidated subsidiaries net of
goodwill amortization was $.7 million in the year ended December 31, 1998. The
Company's gain on sale of leasing equipment increased to $1.3 million in the
year ended December 31, 1998 from $.5 million in the year ended December 31,
1997.

Interest expense, net. The Company's net interest expense increased to $53.2
million in the year ended December 31, 1998 from $48.9 million in the year ended
December 31, 1997, an increase of $4.3 million. The issuance of additional debt
and lease financing necessary for capital expenditures resulted in additional
interest expense.

Provision for income taxes. The Company's provision for income taxes increased
to $5.8 million in the year ended December 31, 1998 from $4.5 million in the
year ended December 31, 1997, an increase of $1.3 million. This increase was
primarily due to a higher effective tax rate resulting from greater income
contribution from the domestic intermodal division, as well as an increase in
Subpart F taxable income.

Net income. As a result of the factors described above, the Company's net income
was $37.6 million in the year ended December 31, 1998 versus income before
extraordinary loss of $33.1 million in the year ended December 31, 1997. For the
year ended December 31, 1998, the Interpool Limited international container
division contributed $34.6 million to net income while the domestic intermodal
division contributed $3.0 million. An extraordinary loss of $5.4 million, net of
tax benefit, was recorded in the year ended December 31, 1997. This loss
resulted from the retirement of debt replaced with the proceeds of other
financings.

Liquidity and Capital Resources.

The Company uses funds from various sources to finance the acquisition of
equipment for lease to customers. The primary funding source are cash provided
by operations, borrowings, generally from banks, securitization of lease
receivables, the issuance of capital lease obligations and the sale of the
Company's debt securities. In addition, the Company generates cash from the sale
of equipment being retired from the Company's fleet. In general, the Company
seeks to meet debt service requirements from the leasing revenue generated by
its equipment. Since 1990, the Company has been steadily increasing its fleet of
containers and adding to its portfolio of finance leases. The Company generated
cash flow from operations of $151.3 million, $162.6 million, and $134.7 million
in 1999, 1998 and 1997, respectively. In 1999 net cash provided by financing
activities was $250.3 million resulting from the issuance of debt and proceeds

14

<PAGE>

from securitized lease receivables in excess of debt payments and dividends
paid. In 1998 and 1997, net cash provided by financing activities was $183.1
million and $150.5 million, the result of the proceeds from the issuance of debt
in excess of debt repayment and dividends paid. The Company has purchased
equipment costing $324.3 million in 1999, $263.0 million in 1998, and $263.8
million in 1997.

On March 30, 1999, the Company established a securitization facility of $250.0
million. This program provides the Company with a lower cost of capital for its
finance lease business and access to an additional source of funding. On March
31, 1999, the Company securitized approximately $235.5 million of lease
receivables through utilization of $190.0 million of this facility and recorded
a pre-tax gain of $7.9 million which is included in revenues; other costs and
associated tax effect brought the net gain to $5.5 million. A portion of the
gain has been deferred to record an estimate of the losses under recourse
provisions for the lease receivables securitized. Included in other investment
securities at December 31, 1999, is approximately $33.4 million of retained
interests in the securitized lease receivables. At December 31, 1999, $164.0
million of the securitization facility was utilized.

The Company has a $215.0 million revolving credit facility with a group of
commercial banks; on December 31, 1999, $140.0 million was outstanding, with an
interest rate of 6.7%. The terms of this facility extends until May 31, 2000
(unless the lenders elect to renew the facility) at which time a maximum of 10%
of the amount then outstanding becomes due, with the remainder becoming payable
in equal monthly installments over a five year period. In addition, as of
December 31, 1999, the Company had available lines of credit of $71.0 million
under various facilities, under which $52.6 million was outstanding. Interest
rates under these facilities ranged from 6.7% to 7.4%. Subsequent to December
31, 1999 the Company has continued to incur and repay debt obligations in
connection with financing its equipment leasing activities.

On February 24, 1998, the Company issued $100 million principal amount of 6-5/8%
Notes due 2003 (the "6-5/8% Private Notes"). The net proceeds were used to repay
$83 million in borrowings under the revolving credit agreement and for other
general corporate purposes. On September 18, 1998, the Company consummated an
exchange offer whereby the entire $100 million principal amount of 6-5/8%
Private Notes were exchanged for the same principal amount of Interpool 6-5/8%
Notes due 2003 (the "6-5/8% Exchange Notes"), which have been registered under
the Securities Act. The 6-5/8% Private Notes were originally issued and sold in
a transaction exempt from registration under the Securities Act. The 6-5/8%
Exchange Notes issued in the exchange offer have substantially the same terms
and conditions as the unregistered 6-5/8% Private Notes, except that the 6-5/8%
Exchange Notes are not subject to the restrictions on resale or transfer, which
applied to the unregistered 6-5/8% Private Notes. During the fourth quarter of
1999, the Company retired $17.0 million of the 6-5/8% Private Notes and
recognized an extraordinary gain of $.7 million. As of December 31, 1999, $83.0
million principal amount of 6-5/8% Private Notes remain outstanding.

On April 30, 1998, the Company acquired a 50% interest in CAI, a container
leasing company whose business is primarily in the short term master lease
market. CAI would not be deemed a "significant subsidiary" of the Company for
purposes of the Securities and Exchange Commission accounting requirements. The
Company also advanced CAI subordinated debt. The Company's investment in and
advances to CAI totaled approximately $49.4 million.

In May 1999, the Company's Microtech subsidiary acquired a 51% interest in
Personal Computer Rentals, Inc. (PCR), a nationwide lessor of computers and
related equipment. The Company also provided financing to PCR.

As of December 31, 1999, commitments for capital expenditures totaled
approximately $81.2 million. The Company expects to fund such capital
expenditures through some combination of cash flow from the Company's
operations, borrowings under its available credit facilities and additional
funds raised through the sale of its debt securities in the private and/or
public markets.

The Company believes that cash generated by continuing operations, together with
existing short-term credit facilities, the issuance of debt securities in the
appropriate markets and the portion of the proceeds remaining from recent debt
security sales will be sufficient to finance the Company's working capital needs
for its existing business, planned capital expenditures and expected debt
repayments over the next twelve months. The Company anticipates that long-term
financing will continue to be available for the purchase of equipment to expand
its business in the future. In addition, from time to time Interpool explores
new sources of capital both at the parent and subsidiary levels.

In September 1999, the Company made a proposal to negotiate acquiring The Cronos
Group ("Cronos"), a container lessor, through the Company's affiliate Container
Applications International, Inc. pursuant to which each shareholder of Cronos

                                                                              15

<PAGE>

would receive $5.00 per share in cash. The Cronos Board of Directors rejected
the proposal to negotiate and subsequently instituted a Shareholder Rights Plan.
Under the plan, the Rights will be exercisable only if triggered by a person's
or group's acquisition of 20% or more of Cronos Common Stock. If triggered, each
Right, other than Rights held by the acquiring person or group, would entitle
its holder to purchase a specified number of Cronos common shares for 50% of
their market value at that time. In December 1999, the Company entered into a
confidentiality and standstill agreement with Cronos and has agreed to withdraw
its nominees for election to the Cronos Board or Directors.

As previously announced, the Company has authorized the repurchase up to
1,000,000 shares of its common stock. The shares will be purchased from time to
time through open market purchases or privately negotiated transactions. A total
of 158,500 shares were purchased by the Company during the fourth quarter of
1999, for an aggregate purchase price of $1.17 million.

The following table sets forth certain historical cash flow information for the
three years ended December 31, 1999.
<TABLE>
<CAPTION>
                                                                                            Year Ended December 31,
                                                                                          1999       1998       1997
                                                                                          ----       ----       ----
                                                                                            (Dollars in millions)
<S>                                                                                      <C>        <C>        <C>
     Net cash provided by operating activities                                           $151.3     $162.6     $134.7
     Proceeds from disposition of leasing equipment                                        21.8        8.3        5.1
     Acquisition of leasing equipment                                                    (201.0)    (182.3)    (105.9)
     Investment in direct financing leases                                               (123.3)     (80.7)    (157.8)
     Net proceeds of issuance of long-term debt and capital leases obligations in
        excess of payment of long-term debt and capital lease obligations                  74.1      153.1      139.0
</TABLE>
From time to time, the Company enters into discussions with third parties
regarding potential acquisitions or business combinations. If additional capital
were to be required for any such acquisition, there can be no assurance that
such additional capital would be available on terms acceptable to the Company.

On January 27, 1998, the Company filed a shelf registration statement with the
Securities and Exchange Commission under which the Company may offer from time
to time up to $400 million aggregate principal amount of its debt and/or equity
securities. As of March 30, 2000, this registration statement has not yet become
effective.

In 1998, the Company entered into interest rate swap contacts with notional
amounts totaling $79.7 million. The terms of the interest rate swap contracts
are for three, five and seven years. The interest rate swap contacts convert
available rate debt into fixed rate debt. The maturity of these contracts
coincides with the principal and maturity of the underlying debt instruments
hedged. At December 31, 1999, the notional amount was approximately $57.8
million.

In 1996, the Company entered into a five year interest rate swap contract, with
a notional amount of $80 million to convert variable rate debt into fixed rate
debt. The maturity of this contract coincides with the principal and maturity of
the underlying debt instruments hedged. The notional amount was reduced for 1997
when a portion of the debt was retired. At December 31, 1999, the notional
amount was approximately $26.2 million.

Interest rate swap contracts are intended to be an integral part of borrowing
transactions and, therefore are not recognized at fair market value. Interest
differentials paid or received under these contract are recognized as yield
adjustments to the effective yield of the underlying debt instruments hedged.
Interest rate swap contracts would only be recognized at fair value if the
hedged relationship is terminated. Gains or losses accumulated prior to
termination of the relationship would be amortized as a yield adjustment over
the shorter of the remaining life of the contract, or the remaining period to
maturity of the underlying debt instrument hedged. If the contract remained
outstanding after termination of the hedged relationship, subsequent changes in
market value of the contract would be recognized in earnings. The Company does
not use leverage swaps and does not use leverage in any of its investment
activities that would put principal capital at risk.

United States Federal Income Tax

The Company is subject to federal and state income taxes as a Subchapter "C"
corporation under the Internal Revenue Code (the "Code"). The Company, Trac
Lease, Inc. and other United States subsidiaries file a consolidated United
States federal income tax return. This consolidated group is liable for federal
income taxes on its worldwide income.

16

<PAGE>

Personal holding company issues. If the Company or any of its subsidiaries were
classified as a personal holding company, such corporation's undistributed
personal holding company income would be subject to a federal income tax of
39.6% in addition to its regular federal income tax liability. The federal
income tax laws have two requirements for classifying a company as a personal
holding company. The Company and its subsidiaries currently satisfy the first
requirement, the ownership of more than 50% of the value of the Company's stock
by five or fewer individuals. Whether or not the Company or any of its
subsidiaries satisfies the second requirement, that at least 60% of such
corporation's adjusted ordinary gross income constitutes personal holding
company income, will depend upon such corporation's income mix.

Based upon current management projections, Interpool will be considered a
personal holding company for federal income tax purposes for 1999 (and possibly
in subsequent years). If Interpool or any of its subsidiaries is classified as a
personal holding company for federal income tax purposes, in addition to its
regular federal income tax liability, Interpool's or such subsidiary's
undistributed personal holding company income (generally taxable income with
certain adjustments, including a deduction for federal income taxes and
dividends paid) would be subject to a personal holding company tax of 39.6%.
Management anticipates that for 1999 Interpool's current level of dividends will
be sufficient to avoid having any undistributed personal holding company income,
and thus does not anticipate that there will be any personal holding company tax
imposed for 1999. There can be no assurance, however, that the Company will not
at some point in the future become liable for such personal holding company tax.
Furthermore, the Company may at some point in the future elect to increase the
dividend rate on its common stock in order to avoid such tax.

The Company has incurred certain losses from leasing activities that are
characterized for tax purposes as "Suspended Passive Losses." These losses can
be carried forward indefinitely to offset income from future leasing activities.
As of December 31, 1999 such suspended passive losses totaled approximately
$91.8 million.

Trac Lease. Trac Lease has approximately $15.6 million of net operating loss
carry-forwards for federal income tax purposes, which may be used only to offset
the income of Trac Lease and, if not utilized, will expire between 2005 and
2006. The use of substantially all these loss carry-forwards is subject to a
number of limitations under federal tax laws.

Interpool Limited. Under certain circumstances, the Company may be liable for
United States federal income taxes on earnings of Interpool Limited and any
other foreign subsidiaries of the Company, whether or not such earnings are
distributed to the Company. This would occur if Interpool Limited realized
"Subpart F income" as defined in the Code, if it were deemed to be a foreign
personal holding company or a passive foreign investment company, or if it were
to have an increase in earnings invested in United States property.

Subpart F income includes foreign personal holding company income, such as
dividends, interest and rents. Although a substantial portion of Interpool
Limited's income consists of rents from container leasing activities, the
Company believes that such rents are not Subpart F income because they are
derived from the active conduct of a trade or business and received from
unrelated persons. However, Interpool Limited has received some dividend and
interest income in past years, which was taxed as Subpart F income.

If Interpool Limited were treated as a foreign personal holding company for any
year, the Company would be taxed on the amount the Company would have received
if Interpool Limited had distributed all its income to the Company as a
dividend. One of the conditions for treating a foreign subsidiary as a foreign
personal holding company is that a minimum of 60% of the foreign subsidiary's
gross income must be foreign personal holding company income. Foreign personal
holding company income does not include rental income that constitutes at least
50% of the subsidiary's gross income. Because the Company expects that rental
income will constitute at least 50% of Interpool Limited's gross income, the
Company does not anticipate that Interpool Limited will be deemed a foreign
personal holding company.

A foreign corporation such as Interpool Limited is a passive foreign investment
company if 75% or more of its gross income is foreign personal holding company
income or the average percentage of assets by value held by such corporation
during the taxable year which produce foreign personal holding company income is
at least 50%. The Company does not believe that Interpool Limited is a passive
foreign investment company. If Interpool Limited were to become a passive
foreign investment company, the Company would make the election to treat
Interpool Limited as a qualified electing fund with the result that the Company
would be taxed each year on Interpool Limited's entire earnings. The Taxpayer
Relief Act of 1997 eliminated application of the passive foreign investment
company rules to the Company for years after 1997.

A parent company is also subject to taxation when a foreign subsidiary increases
the amount of its earnings invested in United States property during any
calendar year. The Company does not expect that Interpool Limited will invest
any earnings in United States property.

                                                                              17

<PAGE>

United States/Barbados income tax convention. Interpool Limited's business is
managed and controlled in Barbados; it also has a permanent establishment in the
United States. Under the Tax Convention, any profits of Interpool Limited from
leasing of containers used in international trade generally are taxable only in
Barbados and not in the United States. For its taxable years commencing prior to
January 1, 1994, Interpool Limited is entitled to the benefits of the Tax
Convention for each year that more than 50% of the shares of Interpool Limited
are owned, directly or indirectly, by United States citizens or residents (the
"stock ownership test") and its income is not used in substantial part, directly
or indirectly, to meet liabilities to persons who are not residents or citizens
of the United States (the "base erosion test"). The Company believes that
Interpool Limited passes both of these tests and should continue to be eligible
for the benefits of the Tax Convention, but there can be no assurance as to such
continued eligibility. If Interpool Limited ceased to be eligible for the
benefits of the Tax Convention, a substantial portion of its income would become
subject to the 35% United States federal income tax and the 30% branch profits
tax.

A protocol to the Tax Convention has been ratified by the United States and
Barbados which amends the eligibility provision of the Tax Convention, making
the stock ownership test easier to satisfy and the base erosion test more
difficult to satisfy. The protocol became effective on January 1, 1994 and
applies to taxable years of Interpool Limited commencing on or after that date.
The Company believes that Interpool Limited will continue to satisfy the base
erosion test and remain eligible for the benefits of the Tax Convention after
1993.

Neither the Tax Convention nor the protocol affords Interpool Limited any relief
from the personal holding company tax or the accumulated earnings tax. To the
extent that Interpool Limited has United States source income that is personal
holding company income or is not needed in its business, Interpool Limited could
be taxed on such income unless such income is distributed to the Company as a
dividend. The Company expects that Interpool Limited would distribute any such
income to the Company.

State and Local Taxes

Income taxes. The Company and Trac Lease are liable for state and local income
taxes on their income, and Interpool Limited is liable for state and local
income taxes on its earnings attributable to operations in the United States.

Sales tax. To date, Interpool Limited and Trac Lease generally have not paid
sales taxes on their leasing revenues to the states in which they conduct
business because management has believed such revenues to be exempt from state
sales taxes on several grounds, including a long-standing interpretation of the
Commerce Clause of the United States Constitution that would prohibit the
imposition of a tax on cargo containers and chassis used primarily for
transportation of goods in interstate commerce or international trade. Recently,
Itel Containers International Corp. ("Itel"), a container leasing company,
challenged an attempt by the State of Tennessee to collect sales tax on Itel's
proceeds from the leasing of containers delivered in Tennessee. In a ruling by
the United States Supreme Court in February 1993, Itel's position was rejected
and the Court upheld the right of Tennessee to impose sales tax on leasing
revenues from containers delivered in Tennessee. The Company cannot predict the
extent to which states other than Tennessee will now attempt to collect sales
tax on the Company's equipment leasing revenues based on this Supreme Court
decision. Under the terms of the Company's equipment leases, the Company would
be entitled to pass any such sales tax on to its lessees.

Inflation

Management believes that inflation has not had a material adverse effect on the
Company's results of operations. In the past, the effects of inflation on
administrative and operating expenses have been largely offset through economies
of scale achieved through expansion of the business.

Year 2000

During 1998, a working group comprised of senior management and members from
potentially affected departments formed to determine the potential scope and
costs associated with the onset of the calendar year 2000 ("Y2K") and to insure
that the Company's systems continued to meet its internal needs and those of its
customers. The Y2K Working Group met periodically during 1998 and 1999, and
reported its findings and proposed plans to the Company's Board of Directors.

As a result of the analysis, three of the Company's four software systems: the
fleet management system, the accounting system for accounts payable and general
ledger, and the overseas data input program were upgraded or replaced as
necessary. In addition, the telephone PBX systems were replaced as were a number
of personal computers of a specific age and model. Recognizing that there may

18

<PAGE>

have been additional Y2K factors related to its dependence on other business
partners, including customers, suppliers, and service providers, the Company
developed a questionnaire requesting Y2K project information from over 400
business partners, including approximately 95% of all customers and all key
suppliers and service providers. As a result of the Company's actions to assure
readiness, the much awaited arrival of Y2K passed without incident.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The nature of our business exposes us to market risk arising from changes in
interest rates.

The Company manages interest rate risk to protect its margins on existing
transactions. Interest rate risk is the risk of earnings volatility attributable
to changes in interest rates. Additionally, the Company considers interest rate
swap contracts as an integral part of borrowing transactions. The Company seeks
to minimize its exposure by entering into amortizing interest rate swap
contracts, which coincide with the principal and maturity of the underlying debt
instruments hedged. The Company does not use leveraged swaps and does not use
leverage in any of its investment activities that would put principal capital at
risk.

For 1999, a 10% change in interest rates would result in a $.7 million change in
pretax earnings of the Company.

For further information regarding the Company's floating and fixed rate debt,
reference is made to Note 4 to the 1999 Consolidated Financial Statements.

Credit Risk

The Company leases its containers and chassis to over 200 shipping and
transportation companies throughout the world.

For further information regarding the Company's credit risk procedures,
reference is made to Item 1 - Marketing and Customers.

                                                                              19

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   Index to Consolidated Financial Statements
<TABLE>
<CAPTION>
                                                                                                       Page No.

INTERPOOL, INC.
<S>                                                                                                       <C>
Report of Independent Public Accountants............................................................      21

Consolidated Balance Sheets--At December 31, 1999 and 1998..........................................      22

Consolidated Statements of Income For the Years Ended December 31, 1999, 1998 and 1997..............      23

Consolidated Statements of Changes in Stockholders' Equity For the Years Ended December 31, 1999,
1998 and 1997.......................................................................................      24

Consolidated Statements of Cash Flows For the Years Ended December 31, 1999, 1998 and 1997..........      25

Notes to Consolidated Financial Statements .........................................................      26
</TABLE>

20

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of Interpool, Inc.:

We have audited the accompanying consolidated balance sheets of Interpool, Inc.
(a Delaware corporation) and subsidiaries as of December 31, 1999 and 1998, and
the related consolidated statements of income, changes in stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Interpool, Inc. and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with generally accepted accounting principles in
the United States.


                                                             Arthur Andersen LLP


New York, New York
March 1, 2000

                                                                              21

<PAGE>


                        INTERPOOL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998

                (dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
     ASSETS                                                                                             1999            1998
                                                                                                        ----            ----
<S>                                                                                                 <C>             <C>
CASH AND SHORT-TERM INVESTMENTS                                                                     $  207,388      $  107,226
MARKETABLE SECURITIES, at fair value                                                                       238           5,072
ACCOUNTS AND NOTES RECEIVABLE, less allowance of $10,275 and
  $4,632, respectively                                                                                  31,837          32,746
NET INVESTMENT IN DIRECT FINANCING LEASES                                                              164,394         356,369
OTHER RECEIVABLES, net, including amounts from related parties of
  $13,433 and $13,433, respectively                                                                     52,437          56,758
LEASING EQUIPMENT, net of accumulated depreciation and amortization of
  $230,460 and $169,079, respectively                                                                  876,067         736,094
OTHER INVESTMENT SECURITIES, at fair value                                                              33,359             ---
OTHER ASSETS                                                                                            77,539          67,969
                                                                                                    ----------      ----------
     TOTAL ASSETS                                                                                   $1,443,259      $1,362,234
                                                                                                    ==========      ==========

     LIABILITIES AND STOCKHOLDERS' EQUITY

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                                               $   47,907      $   50,098
INCOME  TAXES:
   Current                                                                                                 346             858
   Deferred                                                                                             18,649          18,751
                                                                                                    ----------      ----------
                                                                                                        18,995          19,609
                                                                                                    ----------      ----------
DEFERRED INCOME                                                                                            618           1,531
DEBT AND CAPITAL LEASE OBLIGATIONS, including $2,296 and $2,447
  due to a related party, respectively:
     Due within one year                                                                               115,286          77,776
     Due after one year                                                                                882,942         854,381
                                                                                                    ----------      ----------
                                                                                                       998,228         932,157
                                                                                                    ----------      ----------

COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED
  SECURITIES IN SUBSIDIARY GRANTOR TRUSTS (holding solely junior
  Subordinated Deferrable interest debentures of the Company) (75,000 shares
  9-7/8% Capital securities outstanding, liquidation preference $75,000)                                75,000          75,000

MINORITY INTEREST IN EQUITY OF SUBSIDIARIES                                                              1,144             624

STOCKHOLDERS' EQUITY:
   Preferred stock, par value $.001 per share; 1,000,000 authorized, none issued                           ---             ---
   Common stock, par value $.001 per share; 100,000,000 shares authorized,
     27,579,952 issued at December 31, 1999 and 27,566,452 at December 31, 1998                             28              28
   Additional paid-in capital                                                                          124,184         124,046
   Treasury stock, at cost, 158,500 shares in 1999                                                      (1,170)            ---
   Retained earnings                                                                                   177,612         159,138
   Accumulated other comprehensive income                                                                  713               3
                                                                                                    ----------      ----------
   Total stockholders' equity                                                                          301,367         283,215
                                                                                                    ----------      ----------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                       $1,443,259      $1,362,234
                                                                                                    ==========      ==========
</TABLE>

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

22

<PAGE>

                        INTERPOOL, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                (dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                                          1999           1998           1997
                                                                                          ----           ----           ----
REVENUES                                                                                $217,840       $182,316      $161,425
                                                                                        --------       --------      --------
<S>                                                                                       <C>            <C>           <C>
COST AND EXPENSES:
   Lease operating expenses                                                               37,112         25,071        23,287
   Administrative expenses                                                                29,050         17,826        14,573
   Provision for doubtful accounts                                                         7,686          2,142         1,972
   Depreciation and amortization of leasing equipment                                     61,736         42,651        35,611
   Other (income)/expense, net                                                             2,628        (1,998)         (492)
   Interest expense                                                                       66,406         64,271        54,131
   Interest income                                                                       (12,049)       (11,061)       (5,248)
                                                                                        --------       --------      --------
                                                                                         192,569        138,902       123,834
                                                                                        --------       --------      --------
   Income before provision for income taxes and extraordinary items                       25,271         43,414        37,591
PROVISION FOR INCOME TAXES                                                                 3,400          5,800         4,500
                                                                                        --------       --------      --------
   Income before extraordinary items                                                      21,871         37,614        33,091
Extraordinary gain/(loss) on debt retirement, net of applicable taxes of
   ($494) and $1,825                                                                         740            ---       (5,428)
                                                                                        --------       --------      --------
NET INCOME                                                                              $ 22,611       $ 37,614      $ 27,663
                                                                                        ========       ========      ========
INCOME PER SHARE BEFORE EXTRAORDINARY ITEMS AND PREMIUM PAID ON REDEMPTION OF
PREFERRED STOCK:
    Basic                                                                               $   0.79       $   1.36      $   1.17
                                                                                        ========       ========      ========
    Diluted                                                                             $   0.77       $   1.31      $   1.13
                                                                                        ========       ========      ========
EXTRAORDINARY GAIN/(LOSS) PER SHARE:
    Basic                                                                               $   0.03             NA      $  (0.20)
                                                                                        ========       ========      ========
    Diluted                                                                             $   0.03             NA      $  (0.18)
                                                                                        ========       ========      ========
PREMIUM PAID ON REDEMPTION OF PREFERRED STOCK:
    Basic                                                                                     NA             NA      $  (0.24)
                                                                                        ========       ========      ========
    Diluted                                                                                   NA             NA      $  (0.23)
                                                                                        ========       ========      ========
NET INCOME PER SHARE:
    Basic                                                                               $   0.82       $   1.36      $   0.73
                                                                                        ========       ========      ========
    Diluted                                                                             $   0.80       $   1.31      $   0.71
                                                                                        ========       ========      ========
WEIGHTED AVERAGE SHARES OUTSTANDING (in
   thousands):
    Basic                                                                                 27,571         27,561        27,552
                                                                                        ========       ========      ========
    Diluted                                                                               28,234         28,615        29,370
                                                                                        ========       ========      ========
</TABLE>

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

                                                                              23
<PAGE>

                        INTERPOOL, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

                        (dollars and shares in thousands)
<TABLE>
<CAPTION>
                                   Preferred Stock      Common Stock                                              Accum.
                                   ---------------      ------------       Additional                             Other
                                                 Par                Par     Paid-in      Treasury    Retained     Comp.      Comp.
                                     Shares     Value   Shares     Value    Capital       Stock      Earnings     Income     Income
                                     ------     -----   ------     -----    -------       -----      --------     ------     ------
<S>                                   <C>        <C>     <C>        <C>       <C>           <C>       <C>          <C>        <C>
BALANCE, December 31, 1996             759      $  1    25,953      $26     $170,172         ---     109,837      $ 510

Net income                             ---       ---       ---      ---          ---         ---      27,663        ---     $27,663
Other comprehensive income             ---       ---       ---      ---          ---         ---         ---        205         205
                                                                                                                            -------
Comprehensive income                   ---       ---       ---      ---          ---         ---         ---                $27,868
                                                                                                                            =======
Redemption of preferred stock         (510)       (1)      ---      ---      (46,154)        ---     (6,716)        ---
Conversion of preferred stock         (249)      ---     1,597        2           (2)        ---         ---        ---
Conversion of subordinated
   notes                               ---       ---         2      ---           30         ---         ---        ---
Cash dividends declared:
     Preferred stock, $1.31 per
          share                        ---       ---       ---      ---          ---         ---        (994)       ---
     Common stock, $0.15 per
          share                        ---       ---       ---      ---          ---         ---      (4,133)       ---
                                      ----      ----    ------      ---     --------     -------    --------      -----
BALANCE, December 31, 1997             ---       ---    27,552       28      124,046         ---     125,657        715
Net income                             ---       ---       ---      ---          ---         ---      37,614        ---     $37,614
Other comprehensive loss               ---       ---       ---      ---          ---         ---         ---       (712)       (712)
                                                                                                                            -------
Comprehensive income                   ---       ---       ---      ---          ---         ---         ---        ---     $36,902
                                                                                                                            =======
Shares issued on exercise of
   stock option                        ---       ---        37      ---          363         ---         ---        ---
Shares surrendered in
   satisfaction of stock option
   purchase price                      ---       ---      (23)      ---         (363)        ---         ---        ---
Cash dividends declared:
     Common Stock, $0.15 per
         share                         ---       ---       ---      ---          ---         ---     (4,133)        ---
                                      ----      ----    ------      ---     --------         ---    --------      -----
BALANCE, December 31, 1998             ---       ---    27,566       28      124,046         ---     159,138          3
Net income                             ---       ---       ---      ---          ---         ---      22,611        ---     $22,611
Other comprehensive income             ---       ---       ---      ---          ---         ---         ---        710         710
                                                                                                                            -------
Comprehensive income                   ---       ---       ---      ---          ---         ---         ---        ---     $23,321
                                                                                                                            =======
Shares issued on exercise of
   stock option                        ---       ---        14      ---          138         ---         ---
Purchase of 158,500 shares of
   treasury stock                      ---       ---       ---      ---          ---      (1,170)        ---        ---
Cash dividends declared:
     Common stock, $0.15 per
          share                        ---       ---       ---      ---          ---         ---      (4,137)       ---
                                      ----      ----    ------      ---     --------     -------    --------      -----
BALANCE, December 31, 1999             ---      $---    27,580      $28     $124,184     $(1,170)   $177,612      $ 713
                                      ====      ====    ======      ===     ========     =======    ========      =====
</TABLE>
        The accompanying notes to consolidated financial statements are
                     an integral part of these statements.

24

<PAGE>

                        INTERPOOL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                             (dollars in thousands)
<TABLE>
<CAPTION>
                                                                                     1999             1998            1997
                                                                                     ----             ----            ----
<S>                                                                                <C>               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                         $  22,611         $37,614       $  27,663
Adjustments to reconcile net income to net cash provided by
  operating activities --
   Extraordinary (gain) loss on retirement of debt                                      (740)            ---           5,428
   Gain on securitized lease receivables                                              (7,942)            ---             ---
   Loss (gain) on sale of marketable securities                                           43          (1,734)           (195)
   Depreciation and amortization                                                      57,000          44,590          37,439
   Loss (gain) on sale of leasing equipment                                            1,196          (1,313)           (492)
   Collections on net investment in direct financing leases                           86,657         128,064          94,384
   Income recognized on direct financing leases                                      (20,725)        (34,288)        (33,820)
   Provision for uncollectible accounts                                                7,686           2,142           1,972
   Changes in assets and liabilities -
     Accounts and notes receivable                                                     2,779          (6,978)           (137)
     Other assets                                                                      8,759         (20,321)         (9,159)
     Accounts payable and accrued expenses                                            (9,209)          7,112           9,054
     Income taxes payable                                                             (1,290)            945             582
     Provision for deferred income taxes                                                 552           2,935           1,989
     Other receivables                                                                 4,321           4,186             (49)
     Deferred income                                                                    (914)           (499)             60
     Minority interest in equity of subsidiaries                                         520             115             (20)
                                                                                   ---------       ---------       ---------
        Net cash provided by operating activities                                    151,304         162,570         134,699
                                                                                   ---------       ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of leasing equipment                                                    (200,950)       (182,350)       (105,905)
Proceeds from dispositions of leasing equipment                                       21,789           8,253           5,115
Proceeds from disposition of loan receivable                                             ---          14,148             ---
Investment in loan receivable                                                            ---          (5,698)        (21,514)
Investment in direct financing leases                                               (123,337)        (80,694)       (157,845)
Investment in and advances to subsidiary                                              (3,500)        (47,469)            ---
Changes in marketable securities and other investing activities                        4,775           8,139         (20,009)
Accrued equipment purchases                                                            2,661          16,856             ---
Acquisitions, net of cash acquired                                                    (2,887)            ---             ---
                                                                                   ---------             ---             ---
        Net cash used for investing activities                                     (301,449)        (268,815)       (300,158)
                                                                                   ---------        --------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt                                             145,181         230,708         391,533
Payment of long-term debt and capital  lease obligations                             (71,044)        (77,616)       (291,554)
Proceeds from issuance of capital securities                                             ---             ---          73,300
Redemption of preferred stock                                                            ---             ---         (52,871)
Borrowings of revolving credit lines                                                 263,170         297,428         197,169
Repayment of revolving credit lines                                                 (270,918)       (263,318)       (162,091)
Proceeds from issuance of common stock                                                   138             ---             ---
Purchase of treasury stock                                                            (1,170)            ---             ---
Proceeds from securitized lease receivables                                          189,087             ---             ---
Dividends paid                                                                        (4,137)         (4,133)         (4,958)
                                                                                   ---------       ---------       ---------
        Net cash provided by financing activities                                    250,307         183,069         150,528
                                                                                   ---------       ---------       ---------
        Net increase (decrease) in cash and short-term investments                   100,162          76,824         (14,931)
CASH AND SHORT-TERM INVESTMENTS, beginning of year                                   107,226          30,402          45,333
                                                                                   ---------       ---------       ---------
CASH AND SHORT-TERM INVESTMENTS, end of year                                         207,388       $ 107,226       $  30,402
                                                                                   =========       =========       =========
</TABLE>
       The accompanying notes to consolidated financial statements are an
                       integral part of these statements.

                                                                              25
<PAGE>

                        INTERPOOL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (dollars in thousands, except per share amounts)

(1) Nature of operations and significant accounting policies:

The nature of operations and the significant accounting policies used by
Interpool, Inc. and subsidiaries (the "Company" or "Interpool") in the
preparation of the accompanying consolidated financial statements are summarized
below. The Company's accounting records are maintained in United States dollars
and the consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States.

Nature of operations--

The Company and its subsidiaries conduct business principally in a single
industry segment, the leasing of intermodal dry freight standard containers,
chassis and other transportation related equipment. Within this single industry
segment, the Company has two reportable segments: container leasing and domestic
intermodal equipment. The container leasing segment specializes in the leasing
of intermodal dry freight standard containers, while the domestic intermodal
equipment segment specializes in the leasing of intermodal container chassis and
other equipment namely freight rail cars and intermodal trailers. The Company
leases its containers principally to international container shipping lines
located throughout the world. The customers for the Company's chassis are a
large number of domestic companies, many of which are domestic subsidiaries or
branches of international shipping lines. Equipment is purchased directly or
acquired through conditional sales contracts and lease agreements, many of which
qualify as capital leases.

Basis of consolidation--

The consolidated financial statements include the accounts of the Company and
subsidiaries more than 50% owned. All significant intercompany transactions have
been eliminated. Minority interest in equity of subsidiaries represents the
minority stockholders' proportionate share of the equity in the income of the
subsidiaries. In connection with acquisitions in 1988 and 1993 of certain
consolidated subsidiaries, the excess of fair value of assets acquired over the
acquisition cost was allocated proportionately to certain assets to reduce the
value assigned to those assets. For accounting purposes this allocation has only
been recorded in the consolidation of the Company and its subsidiaries.

In connection with certain investments in which the Company does not own a
majority interest, these investments are accounted for using the equity method
of accounting. The excess of costs over the fair value of net assets acquired is
being amortized on a straight-line basis over twenty years. In addition, the
Company's equity in the income and/or loss from such equity investments is
included in other (income)/expense, net. The Company's investment in its equity
method investees is included in other assets.

The Company's equity in the income and/or loss from such equity investments, net
of goodwill amortization, is included in other (income)/expense, net and was
approximately $1,315 and ($686) for the years ended December 31, 1999 and 1998,
respectively. The Company had no income and/or loss from such equity investments
in 1997.

Goodwill--

Goodwill represents the excess of costs over the fair value of net assets
acquired and is being amortized on a straight-line basis over twenty years.

Translation of foreign currencies--

The Company considers the U. S. dollar its functional currency and therefore,
translates foreign currency statements using an average exchange rate for
revenue and expense accounts and the rate of exchange in effect at the balance
sheet date for assets and liabilities. Substantially all transactions are U.S.
dollar denominated.

26
<PAGE>

                (dollars in thousands, except per share amounts)
Revenues--

Equipment leasing revenues include revenue from operating leases and income on
direct financing leases, which is recognized over the term of the lease using
the effective interest method.

Leasing equipment--

As of December 31, 1999, in excess of 98% of leasing equipment is on lease to
customers. The net value of equipment available for hire is not material.

Depreciation and amortization of leasing equipment (both equipment currently
on-lease to customers and available for hire) are provided under the
straight-line method based on the following estimated useful lives:

   Dry freight standard containers                    12-1/2 to 15 years
   Chassis                                                      15 years
   Other                                                   3 to 25 years

Effective July 1, 1997, the Company revised its estimate of the depreciation
life of chassis from 20 years to 15 years and also changed the estimated salvage
value of these chassis from one thousand two hundred dollars per unit to two
thousand six hundred dollars per unit. The effect of this change was to decrease
depreciation expense by $853 for the six months ended December 31, 1997.

Gains or losses resulting from the disposition of leasing equipment are recorded
in the year of disposition.

The residual value of leasing equipment is estimated based on the projections
for the economic value and market value of intermodal equipment as well as the
Company's experience in leasing and selling similarly aged equipment. Such
projected values are reviewed and updated when market and/or economic conditions
change. The Company continually reviews leasing equipment and other long lived
assets to evaluate whether changes have occurred that would suggest these assets
may be impaired based on the estimated cash flows of the assets over the
remaining amortization period. If this review indicates that the remaining
estimated useful life requires revision or that the asset is not recoverable,
the carrying amount of the asset is reduced to its fair value.

Marketable and other investment securities--

Management has determined that all securities are to be held for an indefinite
period of time and classified as securities available-for-sale carried at market
value. Unrealized holding gains and losses for available-for-sale securities are
credited (charged) to a component of stockholders' equity net of related income
taxes. Management determines the appropriate classifications of securities at
the time of purchase.

Premium and discount on securities are included in interest income over the
period from acquisition to maturity using the level-yield method. The specific
identification method is used to record gains and losses on security
transactions.

Sales of available-for-sale securities for the twelve months ended December 31,
1999, 1998 and 1997, respectively, resulted in proceeds of $642, and $7,838 and
$26,523, gross gains of $88, $1,945 and $410, and gross losses of $131, $211 and
$215.

The amortized cost and estimated fair value of available for sale securities as
of December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
                                                    Gross Unrealized
                                    Amortized         Holding       Holding        Estimated
                                       Cost            Gains        Losses         Fair Value
                                       ----            -----        ------         ----------
<S>                                  <C>                <C>          <C>            <C>
       1999
         Other Securities            $32,594            $771         $  (2)         $33,363
         Equity Securities               263              57           (86)             234
                                     -------            ----         -----          -------
                                     $32,857            $828         $ (88)         $33,597
                                     =======            ====         =====          =======
       1998
         U.S. Treasury                $1,471            $---          $(1)           $1,470
         Other Securities                876             ---          (26)              850
         Equity Securities             2,720             179         (147)            2,752
                                     -------            ----        ------          -------
                                     $ 5,067            $179        $(174)          $ 5,072
                                     =======            ====        ======          =======
</TABLE>

                                                                              27

<PAGE>

                (dollars in thousands, except per share amounts)

The amortized cost and estimated fair value of other securities, by contractual
maturity, are shown below:
<TABLE>
<CAPTION>
                                                           Amortized Cost     Estimated Fair Value
                                                           --------------     --------------------
<S>                                                           <C>                   <C>
   Due in one year                                            $18,101               $18,527
   Due after one year through five years                       13,761                14,087
   Due after five years                                           732                   749
</TABLE>
Comprehensive income--

Comprehensive income consists of net income or loss for the current period and
revenues, expenses, gains, and losses that have been previously excluded from
the income statement and were only reported as a component of equity. All prior
periods have been restated.

The tax effect of comprehensive income is as follows:
<TABLE>
<CAPTION>
                                                                                    Before-Tax       Tax          Net of
                                                                                      Amount       Effect       Tax Amount
                                                                                      ------       ------       ----------
<S>                                                                                      <C>       <C>            <C>
Year Ended December 31, 1999
Unrealized gains on securities-
   Unrealized holding gains arising during period                                        $694      $ (12)         $  682
   Less: Reclassification adjustments for losses realized in net income                   (43)        15             (28)
                                                                                      -------      -----          ------
Unrealized gain on marketable securities                                              $   737      $ (27)         $  710
                                                                                      =======      =====          ======
Year Ended December 31, 1998
Unrealized losses on securities-
   Unrealized holding gains arising during period                                        $717      $(215)         $  502
   Less: Reclassification adjustments for gains realized in net income                  1,734       (520)          1,214
                                                                                      -------      -----          ------
Unrealized loss on marketable securities                                              $(1,017)     $ 305           $(712)
                                                                                      =======      =====          ======
Year Ended December 31, 1997
Unrealized gains on securities-
   Unrealized holding gains arising during period                                        $411      $ (21)         $  390
   Less: Reclassification adjustments for gains realized in net income                    195        (10)            185
                                                                                      -------      -----          ------
Unrealized gain on marketable securities                                              $   216      $ (11)         $  205
                                                                                      =======      =====          ======
</TABLE>
Interest rate swaps--

Interest rate swap contracts are intended to be an integral part of borrowing
transactions and, therefore are not recognized at fair value. Interest
differentials paid or received under these contracts are recognized as yield
adjustments to the effective yield of the underlying debt instruments hedged.
Interest rate swap contracts would only be recognized at fair value if the
hedged relationship is terminated. Gains or losses accumulated prior to
termination of the relationship would be amortized as a yield adjustment over
the shorter of the remaining life of the contract, or the remaining period to
maturity of the underlying debt instrument hedged. If the contract remained
outstanding after termination of the hedged relationship, subsequent changes in
market value of the contract would be recognized in earnings. The Company does
not use leveraged swaps and does not use leverage in any of its investment
activities that would put principal capital at risk.

Fair value of financial instruments--

The carrying amount of cash and short-term investments, trade receivables and
payables, accrued interest receivable and payable approximate fair value. The
carrying amount and estimated fair value of the Company's debt and capital
securities is $1,073,228 and $1,003,094, respectively, at December 31, 1999. At
December 31, 1998, the carrying amount of these debt instruments reasonably
approximated fair value.

The following table summarizes the carrying and fair values of the interest rate
swap contracts in place at December 31, 1999 and 1998:
<TABLE>
<CAPTION>
                                      December 31, 1999              December 31, 1998
                                      -----------------              -----------------
                                  Carrying                        Carrying
                                   Amount        Fair Value        Amount         Fair Value
                                   ------        ----------        ------         ----------
<S>                                 <C>           <C>              <C>              <C>
Interest rate swap agreements       $130          $3,045           $(26)            $(449)
</TABLE>
28
<PAGE>

                (dollars in thousands, except per share amounts)

Concentration of credit risk--

The Company extends credit to its customers after extensive credit evaluation.
At December 31, 1999 approximately 29% of accounts receivable and notes
receivable and 65% of the net investment in direct financing leases were from
customers outside of the United States. At December 31, 1998, approximately 36%
of accounts receivable and notes receivable and 84% of the net investment in
direct financing leases were from customers outside of the United States.

The Company's credit exposure to Korean, South American and Indonesian customers
at December 31, 1999 and 1998 represented 4% and 6%, respectively, of accounts
receivable and notes receivable and 13% and 21%, respectively, of the net
investment in direct financing leases. During 1999, 1998 and 1997 respectively,
4%, 8% and 6% of the Company's consolidated revenues were from these customers.

In 1999, 1998 and 1997 the Company's top 25 customers represented approximately
67%, 68% and 64%, respectively, of its consolidated revenues, with no single
customer accounting for more than 7%.

Net income per share--

Basic net income per share is computed by deducting preferred dividends from net
income to arrive at income attributable to common stockholders. This amount is
then divided by the weighted average number of shares outstanding during the
period. Diluted income per share reflects the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or
converted into common stock. The dilutive effect of stock options have been
added to the weighted shares outstanding in the diluted earnings per share
computation. Per share amounts and common shares outstanding have been restated
to give effect to the three-for-two stock split effected March 27, 1997
described in Note 14.

A reconciliation of weighted average common shares outstanding to weighted
average common shares outstanding assuming dilution follows:
<TABLE>
<CAPTION>
                                                                       (in thousands)
                                                                   1999         1998        1997
                                                                   ----         ----        ----
<S>                                                               <C>          <C>         <C>
  Average common shares outstanding                               27,571       27,561      27,552
  Common shares issuable (1)                                         663        1,054       1,818
  Average common shares outstanding assuming dilution             28,234       28,615      29,370
  (1)   Issuable primarily under stock option plans.
</TABLE>
On September 16, 1998 the Company canceled all of the 4,393,501 options to
purchase shares of the Company's common stock outstanding under its 1993 Stock
Option Plan for Executive Officers and Directors, as well as the Company's
Nonqualified Stock Option Plan for Non-employee, Non-consultant Directors and
issued 4,393,501 new options in their place. The newly issued options were
granted with an exercise price equal to the closing market price of the
Company's stock as of September 16, 1998 (the "date of grant"). This results in
a new measurement date whereby the newly issued options vest six months from
date of grant and expire ten years from date of grant. All other terms and
conditions of the newly issued options are similar to the canceled options.

Prospective accounting pronouncements--

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities. The Statement establishes accounting and reporting
standards requiring that every derivative instrument (including certain
derivative instruments embedded in other contracts) be recorded in the balance
sheet as either an asset or liability measured at its fair value. The Statement
requires that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special accounting
for qualifying hedges allows a derivative's gain and losses to offset related
results on the hedge item in the income statement, and requires that a company
must formally document, designate, and assess the effectiveness of transactions
that receive hedge accounting.

The Company has not yet quantified the impacts of adopting Statement 133 on its
financial statements and has not determined the timing or method of our adoption
of Statement 133. However, the Statement could increase volatility in earnings
and other comprehensive income.

                                                                              29
<PAGE>

                (dollars in thousands, except per share amounts)

Use of estimates--

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

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

(2)      Income taxes:

Significant components of deferred tax assets and liabilities as of December 31,
1999 and 1998 were as follows:

                                                          1999         1998
                                                          ----         ----
    Deferred tax assets:
       Loss carryforwards                                $37,130      $27,040
       Finance leases receivable                           3,371        2,778
       Other, primarily operating reserves                 3,723        3,456
                                                         -------      -------
            Total deferred tax assets                     44,224       33,274
                                                         -------      -------

    Deferred tax liabilities:
       Operating property, net                            60,265       49,353
       Other                                               2,608        2,672
                                                         -------      -------
            Total deferred tax liabilities                62,873       52,025
                                                         -------      -------
            Net deferred tax liability                   $18,649      $18,751
                                                         =======      =======

One of the Company's subsidiaries has tax net operating loss carryforwards
(NOLs) for Federal income tax purposes totaling approximately $15,602 which may
be used only to offset that subsidiary's income. These NOLs, if not utilized,
will expire between 2005 and 2006. In addition, NOLs of approximately $91,780
have been granted as a result of certain losses from leasing activities that are
characterized as suspended passive losses. These losses can be carried forward
indefinitely to offset income from future leasing activities.

A significant subsidiary of the Company is a Barbados corporation. Under the
terms of a protocol between the United States and Barbados, the subsidiary's
leasing income is fully taxable by Barbados, but exempt from U.S. Federal
taxation. Since 1991, the Barbados tax rate was a maximum of 2 1/2% of income
earned in Barbados. No deferred U.S. Federal income taxes have been provided on
the unremitted earnings of the subsidiary since it is the Company's intention to
indefinitely reinvest such earnings. At December 31, 1999 unremitted earnings of
this subsidiary were approximately $169,000. The deferred U.S. Federal Income
taxes related to the unremitted earnings of this subsidiary would be
approximately $59,000, assuming these earnings are taxable at the U.S. statutory
rate, net of foreign tax credits.

<PAGE>


A reconciliation of the U. S. statutory tax rate to the actual tax rate follows:
<TABLE>
<CAPTION>
                                                                   1999      1998      1997
                                                                   ----      ----      ----
<S>                                                                 <C>       <C>       <C>
  U.S. statutory rate                                               35.0%     35.0%     35.0%
  Difference due to operation of subsidiary in Barbados            (24.0)    (28.1)    (28.2)
  Federal taxes on foreign income                                    1.3       4.0       3.6
  State taxes                                                        0.9       2.6       1.7
  Other                                                              0.3      (0.1)     (0.1)
                                                                    ----     -----     -----

       Actual tax rate                                              13.5%     13.4%     12.0%
                                                                    =====     =====    =====
</TABLE>
The provision for income taxes reflected in the accompanying consolidated
statements of income is as follows:

                                               1999         1998        1997
                                               ----         ----        ----
             U.S.                              3,000       $5,300      $3,990
             Other                               400          500         510
                                              ------       ------      ------
                                              $3,400       $5,800      $4,500
                                              ======       ======      ======

             Current                          $2,848       $2,865      $2,511
             Deferred                            552        2,935       1,989
                                              ------       ------      ------
                                              $3,400       $5,800      $4,500
                                              ======       ======      ======

For further information regarding the Company's tax structure reference is made
to Item 7 of this Form 10-K.

30
<PAGE>

                (dollars in thousands, except per share amounts)
(3)      Leasing activities:

As lessee--

The net book value of assets acquired through capital leases was $317,827 at
December 31, 1999. The aggregate capital lease obligations, secured by
equipment, with installments payable in varying amounts through 2009, were
$333,551 at December 31, 1999.

As of December 31, 1999, the annual maturities of capital leases and related
interest were as follows:

                               Payment            Interest       Principal
                               -------            --------       ---------
     2000                      $ 48,545           $12,056        $ 36,489
     2001                        46,884            10,319          36,565
     2002                        38,309             8,951          29,358
     2003                        56,898             7,660          49,238
     2004                        42,856             5,180          37,676
     Thereafter                 151,860             7,635         144,225
                               --------           -------        --------
                               $385,352           $51,801        $333,551
                               ========           =======        ========

The Company leases office space and certain leasing equipment under operating
leases expiring at various dates through 2007. Rental expense under operating
leases aggregated $5,229, $4,088 and $3,728 for the periods ended December 31,
1999, 1998 and 1997, respectively.

As of December 31, 1999, the aggregate minimum rental commitment under operating
leases having initial or remaining noncancellable lease terms in excess of one
year was as follows:

              2000                                     $2,604
              2001                                        784
              2002                                         77
              2003                                         51
              2004                                        117
                                                       ------
                                                       $3,633
                                                       ======
As lessor--

The Company has entered into various leases of equipment that qualify as direct
financing leases. At the inception of a direct finance lease, the Company
records a net investment based on the gross investment (representing the total
future minimum lease payments plus unguaranteed residual value), net of unearned
lease income. The unguaranteed residual value is generally equal to the purchase
option of the lessee, which in the case of the Company's lease contracts is
insignificant and is included in total lease receivables. Unearned income
represents the excess of gross investment over equipment cost. Receivables under
these direct financing leases, net of unearned income, are collectible through
2007 as follows:
                                                      December 31, 1999
                                                      -----------------
                                Total Lease          Unearned        Net Lease
                                 Receivable        Lease Income      Receivable
                                 ----------        ------------      ----------
         2000                     $ 65,303            $13,283        $ 52,020
         2001                       47,839              9,550          38,289
         2002                       31,713              5,985          25,728
         2003                       22,968              3,501          19,467
         2004                       15,537              1,823          13,714
         Thereafter                 17,978              2,802          15,176
                                  --------            -------        --------
                                  $201,338            $36,944        $164,394
                                  ========            =======        ========

As of December 31, 1999 the Company also had noncancelable operating leases,
under which it will receive future minimum rental payments as follows:

            2000                                    $ 48,911
            2001                                      26,103
            2002                                      16,711
            2003                                      10,183
            2004                                       5,931
                                                    --------
                                                    $107,839
                                                    ========

                                                                              31
<PAGE>

                (dollars in thousands, except per share amounts)

Effective January 1, 1995 the Company began capitalizing lease commissions and
amortizing this cost over the average life of the related lease contract. At
December 31, 1999 and 1998, $3,981 and $3,601 of these commissions were included
in other assets.

Allowance for doubtful accounts--

The following summarizes the activity in the allowance for doubtful accounts:

                                                1999         1998         1997
                                                ----         ----         ----
    Balance, beginning of year                  $4,632     $ 3,633       $2,506
          Provision charged to expense           7,686       2,142        1,972
          Write-offs, net of recoveries        (2,043)      (1,143)        (845)
                                               -------     -------       ------
    Balance, end of year                       $10,275     $ 4,632       $3,633
                                               =======      ======       ======

The allowance for doubtful accounts includes the Company's estimate of
allowances necessary for receivables on both operating and finance lease
receivables. Once a finance lease is determined to be non-performing, Company
procedures provide for the following events to take place in order to evaluate
collectibility:

o The past due amounts are reclassified to accounts and notes receivable,

o The equipment value supporting such financing lease is reclassified to leasing
  equipment, and

o Collectibility is evaluated taking into consideration equipment book value,
  the total outstanding receivable, as well as the likelihood to collect through
  the recovery of equipment and the Company's insurance policies.

As of December 31, 1999 and 1998, included in accounts and notes receivable are
non-performing receivables of $9,808 and $4,336, respectively.

As all outstanding amounts due for non-performing finance lease accounts are
reclassified to accounts and notes receivable, an allowance for doubtful
accounts for the net investment in direct financing leases is not required.


(4) Debt:

Debt consists of notes and loans with installments payable in varying amounts
through 2007, with effective interest rates of approximately 4.2% to 12.0% and a
weighted average rate of 6.79% in 1999. The principal amount of debt payable
under fixed rate contracts is $374,726. Remaining debt is payable under floating
rate arrangements. Approximately $83,975 of floating rate debt outstanding has
been converted to fixed rate debt through the use of interest rate swaps as
described below. The agreements contain certain covenants which, among other
things, provide for the maintenance of specified levels of tangible net worth
(as defined) and a maximum debt to net worth ratio. At December 31, 1999, under
covenants in the Company's loan agreement approximately $123,800 of retained
earnings were available for dividends. The Company was in compliance with its
debt covenants at December 31, 1999.

As of December 31, 1999, the annual maturities of notes and loans, net of
interest thereon were as follows:

          2000                                       $ 78,797
          2001                                        109,945
          2002                                         51,523
          2003                                        131,771
          2004                                         34,158
          Thereafter                                  258,483
                                                     --------
                                                     $664,677
                                                     ========

The Company has a $215,000 revolving credit facility with a group of commercial
banks; on December 31, 1999, $140,000 was outstanding, with an interest rate of
6.7%. The term of this facility extends until May 31, 2000 (unless the lender
elects to renew the facility) at which time a maximum of 10% of the amount then
outstanding becomes due, with the remainder becoming payable in equal monthly
installments over a five year period. In addition, as of December 31, 1999, the
Company had available lines of credit of $71,000 under various facilities, under
which $52,627 was outstanding. Interest rates under these facilities ranged from
6.7% to 7.4%. Subsequent to December 31, 1999 the Company has continued to incur
and repay debt obligations in connection with financing its equipment leasing
activities.

32
<PAGE>

                (dollars in thousands, except per share amounts)

On February 24, 1998, the Company issued $100,000 principal amount of 6-5/8%
Notes due 2003 (the "6-5/8% Private Notes"). The net proceeds were used to repay
$83,000 in borrowings under the revolving credit agreement and for other general
corporate purposes. On September 18, 1998, the Company consummated an exchange
offer whereby the entire $100,000 principal amount of 6-5/8% Private Notes were
exchanged for the same principal amount of Interpool 6-5/8% Notes due 2003 (the
"6-5/8% Exchange Notes"), which have been registered under the Securities Act.
The 6-5/8% Private Notes were originally issued and sold in a transaction exempt
from registration under the Securities Act. The 6-5/8% Exchange Notes issued in
the exchange offer have substantially the same terms and conditions as the
unregistered 6-5/8% Private Notes, except that the 6-5/8% Exchange Notes are not
subject to the restrictions on resale or transfer, which applied to the
unregistered 6-5/8% Private Notes. During the fourth quarter of 1999, the
Company retired $17,000 of the 6-5/8% Private Notes and recognized an
extraordinary gain of $740 net of tax expense of $494. As of December 31, 1999,
$83,000 principal amount of the 6-5/8% Private Notes remain outstanding.

In July and August, 1997, the Company issued $225,000 of ten year notes,
comprised of $150,000 of 7.35% Notes due 2007 and $75,000 of 7.20% Notes due
2007. The net proceeds from these offerings were used to repay secured
indebtedness, to purchase equipment and for other investments.

In addition to the debt specifically identified above, the Company has
additional notes and loan outstanding with various financial institutions
totaling $164,050, as of December 31, 1999, with installments payable in varying
amounts through 2007 with interest rates of approximately 4.2% to 12.0%.

In 1998, the Company entered into interest rate swap contracts with notional
amounts totaling $79,709. The terms of the interest rate swap contracts are for
three, five and seven years. The interest rate swap contracts convert variable
rate debt into fixed rate debt. The maturity of these contracts coincides with
the maturity of the underlying debt instruments hedged. At December 31, 1999,
the notional amount was approximately $57,757.

In 1996, the Company entered into a five year interest rate swap contract with a
notional amount of $80,000 to convert variable rate debt into fixed rate debt.
The maturity of this contract coincides with the maturity of the underlying debt
instruments hedged. In 1997, a portion of the debt instrument hedged was retired
and the related portion of the swap contract was closed. At December 31, 1999,
the notional amount was approximately $26,218. In 1995, the Company entered into
and closed out an interest rate swap contract with a notional amount of $82,021
which was designated as a hedge to protect against increases in interest rates
for debt instruments which were secured in 1995. In 1997, the debt instruments
hedged were retired and the unamortized swap value was recognized as part of the
extraordinary loss on retirement of debt.

(5) Lease securitization program:

On March 30, 1999, the Company entered into an asset backed note program (the
"ABN Program"). The ABN Program involved the sale by the Company of direct
finance leases (collateralized by intermodal containers) with a historical net
book value of $228,832 (the "Assets"). The Assets were sold to a special purpose
entity whose sole business activity is issuing asset backed notes ("ABNs"),
supported by the future cash flows of the Assets. Proceeds received by the
Company upon selling the Assets were $189,087 of cash and the lowest priority
ABN issued in the ABN Program (the "Retained Interest") with an allocated
historical book value of $47,687.

The transaction was accounted for as a sale by the Company for financial
reporting purposes. Accordingly, the Company recorded a pre-tax gain from the
sale of $7,942 ($5,742 net of expenses) during the quarter ended March 31, 1999,
which is included in revenues in the accompanying consolidated statements of
income. The gain represents the difference between (i) the historical basis in
the net assets sold and (ii) the cash received plus the allocated historical
book value of the Retained Interest. The allocated historical book value of the
Retained Interest is determined using the relative amounts of the fair market
value of the interests sold to third parties, and the estimated fair market
value of Retained Interest.

The Company classified the Retained Interest as an available for sale security
which is included in "Other Investment Securities" in the accompanying
consolidated balance sheets. Accordingly, the Retained Interest is accounted for
at fair value, with any changes in fair value over its allocated historical book
value recorded as a component of other comprehensive income, net of tax, in the
statement of changes in shareholders' equity. As of December 31, 1999, the
Company estimated the fair market value of Retained Interest was $33,359 using a
discounted cash flow model assuming expected credit losses of 1.5% and a
discount rate of 12.1%. During 1999, the Company recorded interest income on the
Retained Interest totaling $3,050 which is included in revenues in the
accompanying consolidated statements of income.
                                                                              33
<PAGE>

                (dollars in thousands, except per share amounts)

Interpool Limited, a subsidiary of the Company (the "Servicer"), acts as
servicer for the Assets. Pursuant to the terms of the servicing agreement, the
Servicer is paid a fee of 0.40% of the assets under management. The Company's
management has determined that the servicing fee paid approximates the fair
value for services provided, as such, no servicing asset or liability has been
recorded. For the year ended December 31, 1999, the Company received servicing
fees totaling $552 which are included in revenues in the accompanying
consolidated statement of income.


(6)   Acquisition of Personal Computer Rentals, Inc.:

In May 1999, the Company's Microtech subsidiary acquired a 51% interest in
Personal Computer Rentals Inc. (PCR), a nationwide lessor of computers and
related equipment at a cost of approximately $3,150. The Company accounted for
the acquisition of PCR as a purchase. Accordingly, the acquired assets and
liabilities assumed have been recorded at the estimated fair values at the date
of acquisition. The Company recorded goodwill of approximately $1,557 in
connection with such acquisition, which is being amortized on a straight-line
basis over twenty years.

The results of operations of PCR are included in the accompanying consolidated
statements of income from the respective date of acquisition.

The following table presents the pro forma consolidated results of operations
for the years ended December 31, 1999 and 1998 as if the above acquisition had
occurred on January 1:


                                                            1999          1998
                                                            ----          ----
       Revenues                                           $223,137      $208,660
       Income before extraordinary items                    21,684        33,649
       Basis net income per share                         $   0.79      $   1.22
       Diluted net income per share                       $   0.77      $   1.18


(7) Retirement of debt:

During 1999, the Company retired debt and recognized an extraordinary gain of
$740 net of tax expense of $494. During 1997, the Company retired debt and
recognized an extraordinary loss of $5,428 net of tax benefit of $1,825.

(8) Other contingencies and commitments:

At December 31, 1999, the Company has outstanding purchase commitments for
equipment of approximately $81,234.

Under certain of the Company's leasing agreements, the Company as lessee may be
obligated to indemnify the lessor for loss, recapture or disallowance of certain
tax benefits arising from the lessor's ownership of the equipment. This recourse
feature is included in capital lease obligations with a net book value of
approximately $25,000.

In the second quarter of 1997 the Company recognized a successful legal claim
recovery of approximately $1,500 which is included in revenues.

The Company has entered into employment agreements with certain key officers and
employees which provide for minimum salary, bonus arrangements and benefits for
periods up to seven years.

The Company has a number of claims pending against it, has filed claims against
others and has been named as a defendant in a number of lawsuits incidental to
its business. The Company believes that such proceedings will not have a
material effect on its consolidated financial statements.

(9) Cash flow information:

For purposes of the consolidated statements of cash flows, the Company includes
all highly liquid short-term investments with an original maturity of three
months or less in cash and short-term investments.

34
<PAGE>

                (dollars in thousands, except per share amounts)

For the years ended December 31, 1999, 1998 and 1997, cash paid for interest was
approximately $66,641, $71,248 and $51,367, respectively. Cash paid for income
taxes was approximately $3,587, $2,500 and $3,328, respectively.

(10) Related party transactions:

The Company leases approximately 26,000 square feet of commercial space for its
executive offices in Princeton, New Jersey from 211 College Road Associates, a
New Jersey general partnership. Martin Tuchman, the Company's Chief Executive
Officer, holds a direct or indirect equity interest of 42.65% and Radcliff
Group, Inc., a related party, holds a direct or indirect equity interest of
41.95% in 211 College Road Associates. The annual base rental for this property
is approximately $465 under a net lease expiring in 2001, subject to renewal. In
the opinion of the Company's management, rent being paid under this lease does
not exceed rent that the Company would have paid in an arms' length transaction
with an unrelated third party.

The Company had a consultation agreement with Radcliff Group, Inc. pursuant to
which Radcliff designated Warren L. Serenbetz, a stockholder and director, as an
executive consultant. Under the terms of the agreement compensation continues
through December 31, 2002. Compensation under this agreement was $492 in 1999,
1998 and 1997.

The Ivy Group, in which Mr. Tuchman, Radcliff Group, Inc. and Mr. Witteveen, the
Company's President, hold interests, has invested in chassis which it has leased
to Trac Lease, a wholly owned subsidiary of the Company. In 1986, The Ivy Group
became a New Jersey general partnership and Mr. Witteveen and two senior
executive officers of Trac Lease became partners. Radcliff Group, Inc. and Mr.
Tuchman share equally in the net income of The Ivy Group derived from the lease
of 1,184 chassis to Trac Lease ("Contributed Chassis"). In addition, each of
Radcliff Group and Mr. Tuchman receives 28.5% of the net income of The Ivy
Group, other than that derived from the Contributed Chassis. Mr. Witteveen
receives 14.3% of the net income of The Ivy Group, other than that derived from
the Contributed Chassis. In 1997, 1998 and 1999, 29%, 28.5%, and 31.03%,
respectively of the aggregate gross income of The Ivy Group was derived from the
Contributed Chassis and 71%, 71.5%, and 68.97% respectively was derived from
other activities. The terms of all agreements between Trac Lease and The Ivy
Group, including rental rates, are fixed and, in the opinion of the Company's
management, are comparable to terms that Trac Lease would have obtained in arms'
length transactions with unrelated third parties. Trac Lease has been advised by
the principals of The Ivy Group that the personal tax consequences to such
principals would make it inadvisable to terminate the transactions entered into
except with respect to any extensions of the lease agreements. The Ivy Group has
entered into an agreement with the Company pursuant to which it has agreed not
to engage in any business activities that are competitive with the business
activities of the Company or its subsidiaries (including Trac Lease) without the
prior consent of the Company.

In 1992, The Ivy Group borrowed $7,100 from the Company. In connection
therewith, The Ivy Group executed a Chattel Mortgage Security Agreement and
Assignment under which the Company was granted a security interest in 4,364
chassis owned by The Ivy Group and was granted an assignment of all rights to
receive rental payments and proceeds related to the lease of such chassis (The
"Ivy Collateral"). In 1996, the $6,398 balance of the 1992 borrowing was added
to the new borrowing of $7,035 for an aggregate loan balance of $13,433. The
aggregate loan balance bears interest at LIBOR plus 1.75% repayable over a five
year term on an interest only basis, subject to maintenance of fixed loan to
collateral value ratios.

As of December 31, 1999, pursuant to equipment lease agreements, Trac Lease
leases 6,047 chassis from The Ivy Group for aggregate annual lease payments of
approximately $2,933. Such leases either renew automatically unless canceled by
either party prior to the first day of the renewal period or expire in 2000.
Additionally, Trac Lease leases 983 chassis with lease payments due in 2000 of
$252 and a lease buyout amount of $2,212.

On August 15, 1992, Eurochassis L.P., a New Jersey limited partnership in which
Mr. Witteveen is one of the limited partners and the general partner, entered
into a master equipment lease agreement, as lessor, with Trac Lease, as lessee,
pursuant to which Eurochassis L.P. leases 100 chassis to Trac Lease for an
annual lease payment of $91. The annual lease term renews automatically unless
canceled by either party prior to the first day of the renewal period. The terms
of such master equipment lease agreement, in the opinion of Trac Lease's
management, are comparable to terms that Trac Lease would have obtained in an
arms' length transaction with an unrelated third party.
                                                                              35
<PAGE>

                (dollars in thousands, except per share amounts)

As of February 28, 1998, the Company entered into a Consulting Agreement with
Atlas Capital Partners, L.L.C. ("Atlas"), pursuant to which director nominee
Mitchell I. Gordon, President of Atlas, will provide investment banking
consulting services to the Company for a term of two years. Under the terms of
the Consulting Agreement, Atlas will be paid a monthly fee of $20, plus
reimbursement of the reasonable expenses of Atlas. In addition, Atlas will
receive an annual incentive fee in such amount as is usual and customary in the
investment banking business for investment opportunities actually completed by
the Company subject to a minimum fee in the amount of $560. In connection with
investment opportunities presented by Atlas, the parties have agreed that Atlas
will receive a twenty percent carried interest in investments made with funds
provided by the Company, upon terms and conditions to be agreed upon by the
parties. The Consulting Agreement is not exclusive on the part of either the
Company or Atlas.

The effect of the above related party transactions included in the accompanying
statement of income are as follows:

                                                       1999     1998       1997
                                                       ----     ----       ----
        Revenue                                      $  958    $  991     $1,006
                                                     ======    ======     ======
        Lease operating expense                      $3,030    $3,024     $2,573
                                                     ======    ======     ======
        Administrative expense                       $1,092    $1,064     $  943
                                                     ======    ======     ======
        Interest expense                             $  353    $  374     $  568
                                                     ======    ======     ======

(11) Retirement plans:

Certain subsidiaries have defined contribution plans covering substantially all
full-time employees. No contributions were made by the Company or its
subsidiaries to these plans during the years ended December 31, 1999, 1998, and
1997.

(12) Segment and geographic data:

The Company has two reportable segments: container leasing and domestic
intermodal equipment. The container leasing segment specializes in the leasing
of intermodal dry freight standard containers, while the domestic intermodal
equipment segment specializes in the leasing of intermodal container chassis and
other equipment namely freight rail cars and intermodal trailers. Segments below
the quantitative threshold are included in other and specialize in the leasing
of microcomputers and other related equipment.

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The Company evaluates performance
based on profit or loss from operations before income taxes and extraordinary
items. The Company's reportable segments are strategic business units that offer
different products and services.

Segment Information:
<TABLE>
<CAPTION>
                                                                    Domestic
                                                      Container    Intermodal
                       1999:                           Leasing      Equipment    Other       Totals
                       -----                           -------      ---------    -----       ------
<S>                                                   <C>           <C>         <C>       <C>
Revenues from external customers                      $ 94,608      $ 95,182    $28,050   $  217,840
Lease operating and administrative expenses             16,959        38,722     18,167       73,848
Depreciation and amortization                           32,886        22,749      6,101       61,736
Other income/(expense), net                             (1,953)         (870)       195       (2,628)
Interest income                                          3,563         8,486        ---       12,049
Interest expense                                        24,635        39,794      1,977       66,406
Income before taxes and extraordinary item              21,738         1,533      2,000       25,271
Net investment in DFL's                                106,788        35,887     21,719      164,394
Leasing equipment, net                                 409,723       458,265      8,079      876,067
Equipment purchases                                    168,485       128,758     27,044      324,287
Total segment assets                                  $682,353      $723,929    $36,977   $1,443,259
</TABLE>
36
<PAGE>

                (dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                         Domestic
                                                          Container     Intermodal
                         1998:                             Leasing      Equipment     Other       Totals
                         -----                             -------      ---------     -----       ------
<S>                                                        <C>           <C>         <C>       <C>
  Revenues from external customers                         $ 92,172      $ 82,069    $ 8,075   $  182,316
  Lease operating and administrative expenses                 9,621        33,332      2,086       45,039
  Depreciation and amortization                              20,982        17,732      3,937       42,651
  Other income/(expense), net                                   873         1,078         47        1,998
  Interest income                                             3,353         7,708        ---       11,061
  Interest expense                                           29,489        33,358      1,424       64,271
  Income before taxes and extraordinary item                 36,306         6,433        675       43,414
  Net investment in DFL's                                   303,180        34,563     18,626      356,369
  Leasing equipment, net                                    362,591       366,448      7,055      736,094
  Equipment purchases                                       156,695        82,813     23,536      263,044
  Total segment assets                                     $756,887      $579,063    $26,284   $1,362,234

                                                                         Domestic
                                                          Container     Intermodal
                         1997:                             Leasing      Equipment     Other       Totals
                         -----                             -------      ---------     -----       ------
  Revenues from external customers                         $ 86,264      $ 69,045    $ 6,116   $  161,425
  Lease operating and administrative expenses                 8,923        28,826      2,083       39,832
  Depreciation and amortization                              18,097        14,613      2,901       35,611
  Other income/(expense), net                                    (3)          383        112          492
  Interest income                                             1,008         3,984        256        5,248
  Interest expense                                           28,528        24,604        999       54,131
  Non-recurring charges                                         ---           ---        ---          ---
  Income before taxes and extraordinary item                 31,721         5,369        501       37,591
  Net investment in DFL's                                   320,149        31,866     11,351      363,366
  Leasing equipment, net                                    301,367       300,558      6,437      608,362
  Equipment purchases                                       176,579        68,648     18,523      263,750
  Total segment assets                                     $656,176      $439,403    $18,877   $1,114,456
</TABLE>
The Company's shipping line customers utilize international containers in world
trade over many varied and changing trade routes. In addition, most large
shipping lines have many offices in various countries involved in container
operations. The Company's revenue from international containers is earned while
the containers are used in service carrying cargo around the world, while
certain other equipment is utilized in the United States. Accordingly, the
information about the business of the Company by geographic area is derived from
either international sources or from United States sources. Such presentation is
consistent with industry practice.

Geographic Information:
-----------------------
                                         1999           1998           1997
                                         ----           ----           ----
   REVENUES :
   United States (a)                    $  131,256     $   92,106     $   80,752
   International                            86,584         90,210         80,673
                                        ----------     ----------     ----------
                                        $  217,840     $  182,316     $  161,425
                                        ==========     ==========     ==========
   ASSETS :
   United States                        $  760,906     $  605,347     $  469,732
   International                           682,353        756,887        644,724
                                        ----------     ----------     ----------
                                        $1,443,259     $1,362,234     $1,114,456
                                        ==========     ==========     ==========

   (a) Includes revenues from related parties of $958, $991 and $1,006 in 1999,
1998 and 1997, respectively.
                                                                              37
<PAGE>

                (dollars in thousands, except per share amounts)

(13) Company-obligated mandatorily redeemable preferred securities in subsidiary
     grantor trusts:

On January 27, 1997, Interpool Capital Trust, a Delaware business trust and
special purpose entity (the "Trust"), issued 75,000 shares of 9-7/8% Capital
Securities with an aggregate liquidation preference of $75,000 (the "Capital
Securities") for proceeds of $75,000. Costs associated with the transaction
amounted to approximately $1,700 and were borne by the Company. Interpool owns
all the common securities of the Trust. The proceeds received by the Trust from
the sale of the Capital Securities were used by the Trust to acquire $75,000 of
9-7/8% Junior Subordinated Deferrable Interest Debentures due February 15, 2027
of the Company (the "Debentures"). The sole asset of the Trust is $77,320
aggregate principal amount of the Debentures. The Capital Securities represent
preferred beneficial interests in the Trust's assets. Distributions on the
Capital Securities are cumulative and payable at the annual rate of 9-7/8% of
the liquidation amount, semi-annually in arrears and commenced February 15,
1997. The Company has the option to defer payment of distributions for an
extension period of up to five years if it is in compliance with the terms of
the Capital Securities. Interest at 9-7/8% will accrue on such deferred
distributions throughout the extension period. The Capital Securities will be
subject to mandatory redemption upon repayment of the Debentures to the Trust.
The redemption price decreases from 104.975% of the liquidation preference in
2007 to 100% in 2017 and thereafter. Under certain limited circumstances, the
Company may, at its option, prepay the Debentures and redeem the Capital
Securities prior to 2007 at a prepayment price specified in the governing
instruments. The obligations of the Company under the Debentures, under the
Indenture pursuant to which the Debentures were issued, under certain guarantees
and under certain back-up obligations, in the aggregate, constitute a full and
unconditional guarantee by the Company of the obligations of the Trust under the
Capital Securities.

(14) Capital stock:

The Company's 1993 Stock Option Plan for Executive Officers and Directors (the
"Stock Option Plan") was adopted by the Company's Board of Directors and
approved by the stockholders in March 1993. A total of 6 million shares of
common stock have been reserved for issuance under the Stock Option Plan.
Options may be granted under the Stock Option Plan to executive officers and
directors of the Company or a subsidiary (including any executive consultant of
the Company and its subsidiaries), whether or not they are employees. These
options vest six months from date of grant and expire ten years from date of
grant.

The Company's Nonqualified Stock Option Plan for Nonemployee, Nonconsultant
Directors (the "Directors' Plan") was adopted by the Board of Directors and
approved by the stockholders in March 1993. The Directors' Plan is administered
by the Stock Option Committee of the Board of Directors. Under the Directors'
Plan a nonqualified stock option to purchase 15,000 shares of common stock is
automatically granted to each nonemployee, nonconsultant director of the
Company, in a single grant at the time the director first joins the Board of
Directors. The Directors' Plan authorizes grants of options up to an aggregate
of 150,000 shares of common stock. The exercise price per share is the fair
market value of the Company's common stock on the date on which the option is
granted (the "Grant Date"). The options granted pursuant to the Directors' Plan
may be exercised at the rate of 1/3 of the shares on the first anniversary of
the director's Grant Date and 1/3 of the shares on the second anniversary of the
director's Grant Date and 1/3 of the shares on the third anniversary of the
director's Grant Date, subject to certain holding periods required under rules
of the Securities and Exchange Commission. Options granted pursuant to the
Directors' Plan expire ten years from their Grant Date.

Through September 16, 1998, options to purchase 4,408,501 shares under the
Company's 1993 Stock Option Plan for Executive Officers and Directors have been
granted, 22,500 of which have expired due to failure to exercise and 22,500 of
which have been exercised. Options to purchase 75,000 shares have been granted
under the Company's Non-qualified Stock Option Plan for Non-employee,
Non-consultant Directors 30,000 of which have expired due to failure to exercise
and 15,000 of which have been exercised.

On September 16, 1998 the Company canceled all of the 4,393,501 options to
purchase shares of the Company's common stock outstanding under its 1993 Stock
Option Plan for Executive Officers and Directors, as well as the Company's
Nonqualified Stock Option Plan for Non-employee, Non-consultant Directors and
issued 4,393,501 new options in their place. The newly issued options were
granted with an exercise price equal to the closing market price of the
Company's stock as of September 16, 1998 (the "date of grant"). This results in
a new measurement date whereby the newly issued options vest six months from
date of grant and expire ten years from date of grant. All other terms and
conditions of the newly issued options are similar to the canceled options.

38
<PAGE>

                (dollars in thousands, except per share amounts)

Changes during 1997, 1998 and 1999 in options outstanding for the combined plans
were as follow:
<TABLE>
<CAPTION>

                                                                                 Weighted Average
                                                  Number of Options                Exercise Price
                                                  -----------------                --------------
<S>                                                    <C>                            <C>
    Outstanding at January 1, 1997                     2,940,001                      $9.61
         Granted in 1997                               1,498,500                      15.58
         Canceled in 1997                                    ---                        ---
         Exercised in 1997                                   ---                        ---
                                                             ---
    Outstanding at December 31, 1997                   4,438,501                     $11.63
         Granted in 1998                               4,393,501                      10.25
         Canceled in 1998                             (4,401,001)                     11.64
         Exercised in 1998                               (37,500)                      9.68
                                                      ----------
    Outstanding at December 31, 1998                   4,393,501                     $10.25
         Granted in 1999                                     ---                        ---
         Canceled in 1999                                    ---                        ---
         Exercised in 1999                               (13,500)                     10.25
                                                      ----------
    Outstanding at December 31, 1999                   4,380,001                     $10.25
                                                      ==========
    Exercisable at December 31, 1999                   4,380,001                     $10.25
                                                      ==========
</TABLE>
Except as disclosed herein above, no other options under either the 1993 Stock
Option Plan for Executive Officers and Directors or the Non-qualified Stock
Option Plan for Non-employee, Non-consultant Directors have been exercised to
date.

Common stock dividends declared and unpaid at December 31, 1999 and 1998
amounted to $1,034 and are included in accounts payable and accrued expenses.

Effective January 1, 1996, the Company adopted the provisions of Statement No.
123, Accounting for Stock-Based Compensation. As permitted by the Statement, the
Company has chosen to continue to account for stock-based compensation using the
intrinsic value method. To date, all options were granted with exercise price
equal to the fair market price of the Company's Stock at Grant Date,
accordingly, no compensation expense has been recognized. Options issued with an
exercise price below the fair value of the Company's common stock on the date of
grant will be accounted for as compensatory options. The difference between the
exercise price and the fair value of the Company's common stock will be charged
to expense over the shorter of the vesting or service period. Options issued at
fair value are non-compensatory. Had the fair value method of accounting been
applied to the Company's stock option plans, pro forma net income and per share
amounts would be as follows:

                                                   1999        1998        1997
                                                   ----        ----        ----
   Net income as reported                        $22,611     $37,614     $27,663
   Net income pro forma                          $18,681     $32,111     $20,704
   Basic net income per share, as reported       $  0.82     $  1.36     $  0.73
   Basic net income per share, pro forma         $  0.68     $  1.16     $  0.48
   Diluted net income per share, as reported     $  0.80     $  1.31     $  0.71
   Diluted net income per share, pro forma       $  0.66     $  1.12     $  0.47

This pro forma impact only takes into account options granted since January 1,
1995. The average fair value of options granted during 1998 and 1997 was $3.56
and $7.74, respectively. The fair value was estimated using the Black-Scholes
option pricing model based on the market price at Grant Date of $10.25 and
$15.58 in 1998 and 1997, respectively, and the following weighted average
assumptions: risk-free interest rate of 4.95% and 7.11%, expected life of 7 and
10 years, volatility of 35% and 28% and dividend yield of 1.5% and 1.0% in 1998
and 1997, respectively.

The Company used $52,871 of net proceeds from the sale of the Debentures to the
Trust to redeem 509,964 shares of the Company's 5 3/4% Cumulative Convertible
Preferred Stock (the "Preferred Stock") on March 10, 1997 at a redemption price
of 103.675% per share of the liquidation value. As a result of the redemption of
shares of Preferred Stock, the Company recorded a one-time charge to retained
earnings of $6,716 or 24 cents per share on a basic basis and 23 cents per share
on a diluted basis.
                                                                              39
<PAGE>

                (dollars in thousands, except per share amounts)

On March 10, 1997, a total of 248,730 shares, or $24,873 in aggregate
liquidation value, of the Company's 5 3/4% Cumulative Convertible Preferred
Stock (representing 32.78% of the outstanding shares of Preferred Stock) were
converted into a total of 1,596,446 shares of Common Stock.

On March 27, 1997, the Company effected a three-for-two stock split. All prior
period have been restated for this stock split.

On November 9, 1999, the Company authorized the repurchase up to 1,000,000
shares of its common stock. The shares will be purchased from time to time
through open market purchases or privately negotiated transactions. A total of
158,500 shares were purchased by the Company during the fourth quarter 1999, for
an aggregate purchase price of $1,170.


(15) 1999 quarterly financial data (unaudited):
<TABLE>
<CAPTION>
                                               1st(a)           2nd          3rd         4th(b)
                                               ------          ---          ---         ------
<S>                                            <C>            <C>          <C>          <C>
    Revenues                                   $56,571        $44,154      $56,939      $60,176
    Income before extraordinary gain           $ 9,256        $ 5,726      $ 6,071      $   818
    Basic income per share                     $  0.34        $  0.21      $  0.22      $  0.03
    Diluted income per share                   $  0.32        $  0.20      $  0.22      $  0.03
</TABLE>
    1998 quarterly financial data (unaudited):
<TABLE>
<CAPTION>
                                                 1st            2nd          3rd          4th
                                                 ---            ---          ---          ---
<S>                                            <C>            <C>          <C>          <C>
    Revenues                                   $42,832        $44,506      $46,115      $48,863
    Income before extraordinary loss           $ 8,110        $ 9,374      $10,055      $10,075
    Basic income per share                     $  0.29        $  0.34      $  0.36      $  0.37
    Diluted income per share                   $  0.28        $  0.33      $  0.35      $  0.35
</TABLE>

    (a) Revenues include a pre-tax gain of $7,942 recognized in connection with
        the lease securitization.
    (b) Income before extraordinary gain includes a pre-tax write-down of $6,782
        for certain equipment for which the residual value was deemed impaired.

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

None.

40
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this Item 10 is hereby incorporated by reference to
registrant's definitive proxy statement to be filed pursuant to Regulation 14A
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, which proxy statement is anticipated to be filed on or
about March 30, 2000.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this Item 11 is hereby incorporated by reference to
registrant's definitive proxy statement to be filed pursuant to Regulation 14A
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, which proxy statement is anticipated to be filed on or
about March 30, 2000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by this Item 12 is hereby incorporated by reference to
registrant's definitive proxy statement to be filed pursuant to Regulation 14A
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, which proxy statement is anticipated to be filed on or
about March 30, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this Item 13 is hereby incorporated by reference to
registrant's definitive proxy statement to be filed pursuant to Regulation 14A
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, which proxy statement is anticipated to be filed on or
about March 30, 2000.

                                                                              41
<PAGE>

                                     PART IV

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

(a)(1)  FINANCIAL STATEMENTS

INTERPOOL, INC.

Report of Independent Public Accountants
Consolidated Balance Sheets--At December 31, 1999 and 1998
Consolidated Statements of Income for the Years Ended December 31, 1999, 1998
  and 1997
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the Years Ended December 31, 1999,
1998 and 1997
Notes to Consolidated Financial Statements

(a)(2)  FINANCIAL STATEMENT SCHEDULES

Schedule II -- Valuation and Qualifying Accounts

 All other schedules for which provision is made in the applicable regulations
 of the Commission are not required under the related instructions or are
 inapplicable, and therefore have been omitted.

(a)(3)  EXHIBITS

  1.1 --   Purchase Agreement between Interpool, Inc. and Smith Barney Inc., as
           initial purchaser, dated July 24, 1997, relating to the issuance of
           the Company's 7.35% Notes due 2007 (incorporated by reference to the
           Company's Current Report on Form 8-K dated July 27, 1997).
  1.2 --   Purchase Agreement between Interpool, Inc. and Smith Barney Inc., as
           initial purchaser, dated July 31, 1997, relating to the issuance of
           the Company's 7.20% Notes due 2007 (incorporated by reference to the
           Company's Quarterly Report on Form 10-Q for the period ended
           September 30, 1997).
  3.1 --   Form of Restated Certificate of Incorporation of the Company
           incorporated herein by reference to the Company's Registration
           Statement on Form S-1 declared effective by the Commission on May 4,
           1993 (Reg. No. 33-59498).
  3.2 --   Form of Restated Bylaws of the Company incorporated herein by
           reference to the Company's Registration Statement on Form S-1
           declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
  4.1 --   Form of Certificate representing the Common Stock incorporated herein
           by reference to the Company's Registration Statement on Form S-1
           declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
  4.2 --   Indenture between Interpool, Inc. and United States Trust Company of
           New York, as trustee, relating to the Notes, dated July 29, 1997
           incorporated herein by reference to the Company's Form S-4 filed on
           October 23, 1997.
  4.3 --   Registration Rights Agreement between Interpool, Inc. and Smith
           Barney Inc., as initial purchaser, dated July 29, 1997 incorporated
           herein by reference to the Company's Form S-4 filed on October 23,
           1997.
  4.4 --   Indenture between Interpool, Inc. and United States Trust Company of
           New York, as trustee, relating to the Notes, dated August 5, 1997
           incorporated herein by reference to the Company's Form S-4 filed on
           October 24, 1997.
  4.5 --   Registration Rights Agreement between Interpool, Inc. and Smith
           Barney Inc., as initial purchaser, dated August 5, 1997 incorporated
           herein by reference to the Company's Form S-4 filed on October 24,
           1997.
 10.1 --   Purchase Agreement dated as of January 30, 1993 by and between Sequa
           Capital Corp. and the Company, as amended as of March 5, 1993
           incorporated herein by reference to the Company's Registration
           Statement on Form S-1 declared effective by the Commission on May 4,
           1993 (Reg. No. 33-59498).

42
<PAGE>

 10.2  --  Restructuring Agreement as of August 5, 1992 among the Company, Trac
           Lease, Radcliff Group, Interpool Limited, Sequa Capital Corp., Martin
           Tuchman, Raoul J. Witteveen, Warren L. Serenbetz, Warren L.
           Serenbetz, Jr., Paul H. Serenbetz, Stuart W. Serenbetz and Clay R.
           Serenbetz incorporated herein by reference to the Registrant's
           Registration Statement on Form S-1 declared effective by the
           Commission on May 4, 1993 (Reg. No. 33-59498).
 10.3  --  Amended and Restated Term Credit Agreement dated as of February 19,
           1993 between the Company and Swiss Bank Corporation incorporated
           herein by reference to the Company's Registration Statement on Form
           S-1 declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
 10.4  --  Promissory Note of the Company dated February 11, 1993 to United
           Jersey Bank/Central N.A. incorporated herein by reference to the
           Company's Registration Statement on Form S-1 declared effective by
           the Commission on May 4, 1993 (Reg. No. 33-59498).
 10.5  --  Employment Agreement dated as of January 1, 1992 by and between Raoul
           J. Witteveen and the Company incorporated herein by reference to the
           Company's Registration Statement on Form S-1 declared effective by
           the Commission on May 4, 1993 (Reg. No. 33-59498).
 10.6  --  Employment Agreement dated as of January 1, 1992 by and between
           Radcliff Group and the Company incorporated herein by reference to
           the Company's Registration Statement on Form S-1 declared effective
           by the Commission on May 4, 1993 (Reg. No. 33-59498).
 10.7  --  Consultation Services Agreement dated as of January 1, 1992 by and
           between Radcliff Group and the Company incorporated herein by
           reference to the Company's Registration Statement on Form S-1
           declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
 10.9  --  Form of Stock Option Plan for Executive Officers and Directors
           incorporated herein by reference to the Company's Registration
           Statement on Form S-1 declared effective by the Commission on May 4,
           1993 (Reg. No. 33-59498).
 10.10 --  Form of Stockholders' Agreement dated as of May 4, 1993, among the
           Company and Messrs. Martin Tuchman, Raoul J. Witteveen, Warren L.
           Serenbetz, Warren L. Serenbetz, Jr., Clay R. Serenbetz, Paul H.
           Serenbetz, Stuart W. Serenbetz and Arthur L. Burns and the Serenbetz
           Trust incorporated herein by reference to the Company's Registration
           Statement on Form S-1 declared effective by the Commission on May 4,
           1993 (Reg. No. 33-59498).
 10.12 --  Form of Non-Compete Agreement dated as of May 4, 1993, by and between
           The Ivy Group and the Company incorporated herein by reference to the
           Company's Registration Statement on Form S-1 declared effective by
           the Commission on December 7, 1993 (Reg. No. 33-71538).
 10.13 --  Lease Agreements by and between 211 College Road Associates and
           Interpool Limited and 211 College Road Associates and Microtech
           Leasing. incorporated herein by reference to the Company's
           Registration Statement on Form S-1 declared effective by the
           Commission on May 4, 1993 (Reg. No. 33-59498).
 10.14 --  Lease Agreement dated December 30, 1986 between Princeton Intermodal
           Equipment Trust I and Trac Lease. incorporated herein by reference to
           the Company's Registration Statement on Form S-1 declared effective
           by the Commission on May 4, 1993 (Reg. No. 33-59498).
 10.15 --  Lease Agreements between The Ivy Group and Trac Lease incorporated
           herein by reference to the Company's Registration Statement on Form
           S-1 declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
 10.16 --  Amendment No. 1, dated August 10, 1992, to Secured Promissory Note
           and Chattel Mortgage, Security Agreement and Assignment by and
           between The Ivy Group and the Company incorporated herein by
           reference to the Company's Registration Statement on Form S-1
           declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
 10.17 --  Chassis Lease Agreement dated as of August 15, 1992 by and between
           Eurochassis L.P. and Trac Lease incorporated herein by reference to
           the Company's Registration Statement on Form S-1 declared effective
           by the Commission on May 4, 1993 (Reg. No. 33-59498).
 10.18 --  Form of Transfer and Subscription Agreement among Radcliff Group,
           Martin Tuchman, Raoul J. Witteveen, Warren L. Serenbetz, Warren L.
           Serenbetz, Jr., Clay R. Serenbetz, Paul H. Serenbetz, Stuart W.
           Serenbetz, the Serenbetz Trust and the Company incorporated herein by
           reference to the Company's Registration Statement on Form S-1
           declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
                                                                              43
<PAGE>
 10.19 --  Form of Exchange and Subscription Agreement by and between the
           Company and Arthur L. Burns incorporated herein by reference to the
           Company's Registration Statement on Form S-1 declared effective by
           the Commission on May 4, 1993 (Reg. No. 33-59498).
 10.20 --  Demand promissory notes of the Company payable to Martin Tuchman,
           Warren L. Serenbetz and Princeton International Properties
           incorporated herein by reference to the Company's Registration
           Statement on Form S-1 declared effective by the Commission on May 4,
           1993 (Reg. No. 33-59498).
 10.23 --  Indemnity Agreement between the Company and other directors
           incorporated herein by reference to the Company's Registration
           Statement on Form S-1 declared effective by the Commission on May 4,
           1993 (Reg. No. 33-59498).
 10.26 --  Agreement between the Company and Arthur L. Burns regarding certain
           litigation incorporated herein by reference to the Company's
           Registration Statement on Form S-1 declared effective by the
           Commission on May 4, 1993 (Reg. No. 33-59498).
 10.27 --  Indenture between the Company and IBJ Schroeder Bank & Trust Company,
           as Trustee, dated January 27, 1997 incorporated herein by reference
           to the Company's Annual Report on Form 10-K for the period ended
           12/31/96.
 10.28 --  First Supplemental Indenture between Interpool, Inc. and IBJ
           Schroeder Bank & Trust Company dated January 27, 1997 incorporated
           herein by reference to the Registrant's Annual Report on Form 10-K
           for the period ended 12/31/96.
 10.29 --  Series A Capital Securities Guarantee Agreement dated January 27,
           1997 incorporated herein by reference to the Company's Annual Report
           on Form 10-K for the period ended 12/31/96.
 10.30 --  Agreement of Merger dated March 15, 1996 among Trac Lease, Inc., Trac
           Lease Merger Corp. and the Company incorporated herein by reference
           to the Company's Annual Report on Form 10-K for the period ended
           12/31/95.
 10.31 --  Letter Agreement between The Ivy Group and the Company incorporated
           herein by reference to the Registrant's Annual Report on Form 10-K
           for the period ended 12/31/95.
 10.32 --  Chassis Lease Agreement dated January 1, 1998 between The Ivy Group
           and Trac Lease, Inc.
 10.33 --  Consulting Agreement between Interpool, Inc. and Atlas Capital
           Partners dated February 28, 1998 (incorporated by reference to the
           Company's Quarterly Report on Form 10-Q for period ended June 30,
           1998).
 12.1  --  Statement regarding computation of ratios of earnings to fixed
           charges incorporated herein by reference to the Company's
           Registration Statement on Form S-1 declared effective by the
           Commission on December 7, 1993 (Reg. No. 33-71538).
 21.1  --  Subsidiaries of the Company incorporated herein by reference to the
           Company's Registration Statement on Form S-1 declared effective by
           the Commission on May 4, 1993 (Reg. No. 33-59498).
 27.   --  Financial Data Schedule.
 99.1  --  Press Release dated November 9, 1999 (incorporated by reference to
           the Company's Quarterly Report on Form 10-Q for the period ended
           September 30, 1999).
 99.2  --  Press Release dated December 17, 1999.
 99.3  --  Press Release dated December 22, 1999.
 99.4  --  Press Release dated March 1, 2000.

(b)  REPORTS ON FORM 8-K

(b)(1)   No reports on Form 8-K were filed during 1999.

44
<PAGE>

              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE

To the Stockholders of Interpool, Inc.:

We have audited in accordance with generally accepted auditing standards in the
United States, the consolidated financial statements of Interpool, Inc. and
subsidiaries included in this Form 10-K and have issued our report thereon dated
March 1, 2000. Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying Schedule II is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. The schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.


                                                             Arthur Andersen LLP


New York, New York
March 1, 2000

                                                                              45

<PAGE>

                        INTERPOOL, INC. AND SUBSIDIARIES
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                         ALLOWANCE FOR DOUBTFUL ACCOUNTS
                                 (in thousands)
<TABLE>
<CAPTION>
                                         Balance at Beginning   Charge to Costs and    Write-offs, Net of     Balance at
                                               of Year                Expenses             Recoveries        End of Year
<S>                                              <C>                   <C>                     <C>              <C>
Year Ended December 31, 1999                     $4,632                $7,686                  $2,043           $10,275
                                                 ======                ======                  ======           =======

Year Ended December 31, 1998                     $3,633                $2,142                  $1,143           $ 4,632
                                                 ======                ======                  ======           =======

Year Ended December 31, 1997                     $2,506                $1,972                  $  845           $ 3,633
                                                 ======                ======                  ======           =======
</TABLE>


46

<PAGE>

                                   SIGNATURES

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

                                                                INTERPOOL, INC.
                                                                (Registrant)

March 27, 2000              By  /s/ Martin Tuchman
                            -----------------------------------------------
                            Martin Tuchman
                            Chairman of the Board, Chief Executive Officer,
                            and Director (Principal Executive Officer)

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

March 27, 2000              By  /s/ Martin Tuchman
                                ------------------
                            Martin Tuchman
                            Chairman of the Board, Chief Executive Officer,
                            and Director (Principal Executive Officer)

March 27, 2000              By  /s/ Raoul J. Witteveen
                                ----------------------
                            Raoul J. Witteveen
                            President, Chief Financial Officer and
                            Director (Principal Financial Officer)

March 27, 2000              By  /s/ Warren L. Serenbetz
                                -----------------------
                            Warren L. Serenbetz
                            Director

March 27, 2000              By  /s/ Mitchell I. Gordon
                                ----------------------
                            Mitchell I. Gordon
                            Director

March 27, 2000              By  /s/ Arthur L. Burns
                                -------------------
                            Arthur L. Burns
                            Director

March 27, 2000              By  /s/ Peter D. Halstead
                                ---------------------
                            Peter D. Halstead
                            Director

March 27, 2000              By  /s/ Joseph J. Whalen
                                --------------------
                            Joseph J. Whalen
                            Director

March 27, 2000              By  /s/ Clifton H. W. Maloney
                                -------------------------
                            Clifton H. W. Maloney
                            Director

March 27, 2000              By  /s/ William Geoghan
                                -------------------
                            William Geoghan
                            Senior Vice President (Principal Accounting Officer)

                                                                              47
<PAGE>

                                  EXHIBIT INDEX

  1.1 --   Purchase Agreement between Interpool, Inc. and Smith Barney Inc., as
           initial purchaser, dated July 24, 1997, relating to the issuance of
           the Company's 7.35% Notes due 2007 (incorporated by reference to the
           Company's Current Report on Form 8-K dated July 27, 1997).
  1.2 --   Purchase Agreement between Interpool, Inc. and Smith Barney Inc., as
           initial purchaser, dated July 31, 1997, relating to the issuance of
           the Company's 7.20% Notes due 2007 (incorporated by reference to the
           Company's Quarterly Report on Form 10-Q for the period ended
           September 30, 1997).
  3.1 --   Form of Restated Certificate of Incorporation of the Company
           incorporated herein by reference to the Company's Registration
           Statement on Form S-1 declared effective by the Commission on May 4,
           1993 (Reg. No. 33-59498).
  3.2 --   Form of Restated Bylaws of the Company incorporated herein by
           reference to the Company's Registration Statement on Form S-1
           declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
  4.1 --   Form of Certificate representing the Common Stock incorporated herein
           by reference to the Company's Registration Statement on Form S-1
           declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
  4.2 --   Indenture between Interpool, Inc. and United States Trust Company of
           New York, as trustee, relating to the Notes, dated July 29, 1997
           incorporated herein by reference to the Company's Form S-4 filed on
           October 23, 1997.
  4.3 --   Registration Rights Agreement between Interpool, Inc. and Smith
           Barney Inc., as initial purchaser, dated July 29, 1997 incorporated
           herein by reference to the Company's Form S-4 filed on October 23,
           1997.
  4.4 --   Indenture between Interpool, Inc. and United States Trust Company of
           New York, as trustee, relating to the Notes, dated August 5, 1997
           incorporated herein by reference to the Company's Form S-4 filed on
           October 24, 1997.
  4.5 --   Registration Rights Agreement between Interpool, Inc. and Smith
           Barney Inc., as initial purchaser, dated August 5, 1997 incorporated
           herein by reference to the Company's Form S-4 filed on October 24,
           1997.
 10.1 --   Purchase Agreement dated as of January 30, 1993 by and between Sequa
           Capital Corp. and the Company, as amended as of March 5, 1993
           incorporated herein by reference to the Company's Registration
           Statement on Form S-1 declared effective by the Commission on May 4,
           1993 (Reg. No. 33-59498).
 10.2 --   Restructuring Agreement as of August 5, 1992 among the Company, Trac
           Lease, Radcliff Group, Interpool Limited, Sequa Capital Corp., Martin
           Tuchman, Raoul J. Witteveen, Warren L. Serenbetz, Warren L.
           Serenbetz, Jr., Paul H. Serenbetz, Stuart W. Serenbetz and Clay R.
           Serenbetz incorporated herein by reference to the Registrant's
           Registration Statement on Form S-1 declared effective by the
           Commission on May 4, 1993 (Reg. No. 33-59498).
 10.3 --   Amended and Restated Term Credit Agreement dated as of February 19,
           1993 between the Company and Swiss Bank Corporation incorporated
           herein by reference to the Company's Registration Statement on Form
           S-1 declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
 10.4 --   Promissory Note of the Company dated February 11, 1993 to United
           Jersey Bank/Central N.A. incorporated herein by reference to the
           Company's Registration Statement on Form S-1 declared effective by
           the Commission on May 4, 1993 (Reg. No. 33-59498).
 10.5 --   Employment Agreement dated as of January 1, 1992 by and between Raoul
           J. Witteveen and the Company incorporated herein by reference to the
           Company's Registration Statement on Form S-1 declared effective by
           the Commission on May 4, 1993 (Reg. No. 33-59498).
 10.6 --   Employment Agreement dated as of January 1, 1992 by and between
           Radcliff Group and the Company incorporated herein by reference to
           the Company's Registration Statement on Form S-1 declared effective
           by the Commission on May 4, 1993 (Reg. No. 33-59498).
 10.7 --   Consultation Services Agreement dated as of January 1, 1992 by and
           between Radcliff Group and the Company incorporated herein by
           reference to the Company's Registration Statement on Form S-1
           declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
 10.9 --   Form of Stock Option Plan for Executive Officers and Directors
           incorporated herein by reference to the Company's Registration
           Statement on Form S-1 declared effective by the Commission on May 4,
           1993 (Reg. No. 33-59498).
48
<PAGE>

 10.10 --  Form of Stockholders' Agreement dated as of May 4, 1993, among the
           Company and Messrs. Martin Tuchman, Raoul J. Witteveen, Warren L.
           Serenbetz, Warren L. Serenbetz, Jr., Clay R. Serenbetz, Paul H.
           Serenbetz, Stuart W. Serenbetz and Arthur L. Burns and the Serenbetz
           Trust incorporated herein by reference to the Company's Registration
           Statement on Form S-1 declared effective by the Commission on May 4,
           1993 (Reg. No. 33-59498).
 10.12 --  Form of Non-Compete Agreement dated as of May 4, 1993, by and between
           The Ivy Group and the Company incorporated herein by reference to the
           Company's Registration Statement on Form S-1 declared effective by
           the Commission on December 7, 1993 (Reg. No. 33-71538).
 10.13 --  Lease Agreements by and between 211 College Road Associates and
           Interpool Limited and 211 College Road Associates and Microtech
           Leasing. incorporated herein by reference to the Company's
           Registration Statement on Form S-1 declared effective by the
           Commission on May 4, 1993 (Reg. No. 33-59498).
 10.14 --  Lease Agreement dated December 30, 1986 between Princeton Intermodal
           Equipment Trust I and Trac Lease. incorporated herein by reference to
           the Company's Registration Statement on Form S-1 declared effective
           by the Commission on May 4, 1993 (Reg. No. 33-59498).
 10.15 --  Lease Agreements between The Ivy Group and Trac Lease incorporated
           herein by reference to the Company's Registration Statement on Form
           S-1 declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
 10.16 --  Amendment No. 1, dated August 10, 1992, to Secured Promissory Note
           and Chattel Mortgage, Security Agreement and Assignment by and
           between The Ivy Group and the Company incorporated herein by
           reference to the Company's Registration Statement on Form S-1
           declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
 10.17 --  Chassis Lease Agreement dated as of August 15, 1992 by and between
           Eurochassis L.P. and Trac Lease incorporated herein by reference to
           the Company's Registration Statement on Form S-1 declared effective
           by the Commission on May 4, 1993 (Reg. No. 33-59498).
 10.18 --  Form of Transfer and Subscription Agreement among Radcliff Group,
           Martin Tuchman, Raoul J. Witteveen, Warren L. Serenbetz, Warren L.
           Serenbetz, Jr., Clay R. Serenbetz, Paul H. Serenbetz, Stuart W.
           Serenbetz, the Serenbetz Trust and the Company incorporated herein by
           reference to the Company's Registration Statement on Form S-1
           declared effective by the Commission on May 4, 1993 (Reg. No.
           33-59498).
 10.19 --  Form of Exchange and Subscription Agreement by and between the
           Company and Arthur L. Burns incorporated herein by reference to the
           Company's Registration Statement on Form S-1 declared effective by
           the Commission on May 4, 1993 (Reg. No. 33-59498).
 10.20 --  Demand promissory notes of the Company payable to Martin Tuchman,
           Warren L. Serenbetz and Princeton International Properties
           incorporated herein by reference to the Company's Registration
           Statement on Form S-1 declared effective by the Commission on May 4,
           1993 (Reg. No. 33-59498).
 10.23 --  Indemnity Agreement between the Company and other directors
           incorporated herein by reference to the Company's Registration
           Statement on Form S-1 declared effective by the Commission on May 4,
           1993 (Reg. No. 33-59498).
 10.26 --  Agreement between the Company and Arthur L. Burns regarding certain
           litigation incorporated herein by reference to the Company's
           Registration Statement on Form S-1 declared effective by the
           Commission on May 4, 1993 (Reg. No. 33-59498).
 10.27 --  Indenture between the Company and IBJ Schroeder Bank & Trust Company,
           as Trustee, dated January 27, 1997 incorporated herein by reference
           to the Company's Annual Report on Form 10-K for the period ended
           12/31/96.
 10.28 --  First Supplemental Indenture between Interpool, Inc. and IBJ
           Schroeder Bank & Trust Company dated January 27, 1997 incorporated
           herein by reference to the Registrant's Annual Report on Form 10-K
           for the period ended 12/31/96.
 10.29 --  Series A Capital Securities Guarantee Agreement dated January 27,
           1997 incorporated herein by reference to the Company's Annual Report
           on Form 10-K for the period ended 12/31/96.
 10.30 --  Agreement of Merger dated March 15, 1996 among Trac Lease, Inc., Trac
           Lease Merger Corp. and the Company incorporated herein by reference
           to the Company's Annual Report on Form 10-K for the period ended
           12/31/95.
 10.31 --  Letter Agreement between The Ivy Group and the Company incorporated
           herein by reference to the Registrant's Annual Report on Form 10-K
           for the period ended 12/31/95.
 10.32 --  Chassis Lease Agreement dated January 1, 1998 between The Ivy Group
           and Trac Lease, Inc.
                                                                              49
<PAGE>

 10.33 --  Consulting Agreement between Interpool, Inc. and Atlas Capital
           Partners dated February 28, 1998 (incorporated by reference to the
           Company's Quarterly Report on Form 10-Q for period ended June 30,
           1998).
 12.1  --  Statement regarding computation of ratios of earnings to fixed
           charges incorporated herein by reference to the Company's
           Registration Statement on Form S-1 declared effective by the
           Commission on December 7, 1993 (Reg. No. 33-71538).
 21.1  --  Subsidiaries of the Company incorporated herein by reference to the
           Company's Registration Statement on Form S-1 declared effective by
           the Commission on May 4, 1993 (Reg. No. 33-59498).
 27.   --  Financial Data Schedule.
 99.1  --  Press Release dated November 9, 1999 (incorporated by reference to
           the Company's Quarterly Report on Form 10-Q for the period ended
           September 30, 1999).
 99.2  --  Press Release dated December 17, 1999.
 99.3  --  Press Release dated December 22, 1999.
 99.4  --  Press Release dated March 1, 2000.

50


<PAGE>

                                    FOR:      INTERPOOL, INC.

FOR IMMEDIATE RELEASE

                                CONTACT:      Raoul J. Witteveen
                                              President, Chief Operating Officer
                                              and Chief Financial Officer
                                              (212) 916-3261

                                              Morgen-Walke Associates:
                                              Gordon McCoun, Jennifer Angell
                                              Media contacts: Merridith Ingram,
                                              Heather Fox
                                             (212) 850-5600

                 INTERPOOL, INC. REPORTS 3RD QUARTER NET INCOME
        PER DILUTED SHARE OF $0.22 AS COMPARED WITH $0.35 FOR PRIOR YEAR

           - BOARD OF DIRECTORS AUTHORIZES SHARE REPURCHASE PROGRAM -

PRINCETON, NJ, November 9, 1999 -- Interpool, Inc. (NYSE:IPX) reported today
that its 1999 third quarter net income was $6,071,000, or $0.22 per diluted
share, as compared with net income of $10,055,000, or $0.35 per diluted share,
for the same period in 1998. Revenues during the third quarter of 1999 were
$56,939,000, as compared to $46,115,000 in the third quarter of 1998.

For the first nine months of 1999, net income was $21,053,000 or $0.74 per
diluted share, as compared with net income of $27,539,000, or $0.96 per diluted
share, for the same period in 1998. Revenues for the first nine months of 1999
were $157,664,000, as compared to $133,453,000 in the same period last year.

Revenues and pre-tax profits from Interpool's operating leases, which include
both containers and chassis on long-term lease, rose both year-over-year and
sequentially due primarily to increases in the size of the fleets. Operating
lease revenues grew 20% over last year and 8% from the second quarter, and
pre-tax profits increased by 7% from last year and by 10% from the prior
quarter. The Company's container operating lease fleet at the end of the third
quarter was approximately 277,000 TEUs (twenty-foot-equivalent units), up from
260,000 TEUs at the beginning of the quarter. The chassis operating lease fleet
at September 30th was 80,000, up from 75,000 at the end of the previous quarter.
Utilization of the container fleet increased from 97% in the second quarter to
98% in the third quarter, and chassis utilization increased from 92% to 93% for
the same time period. Container prices stabilized during the quarter and have
begun to trend upwards, and chassis pricing remained consistent with previous
levels.

Revenues of Other Operations increased to $12.4 million in the third quarter
from $2.2 million a year ago due to the contribution of PCR Personal Computer
Rental Corporation ("PCR"), a nationwide lessor of computers and related
equipment, in which Interpool's Microtech subsidiary acquired a 51% interest in
May 1999. PCR contributed approximately $9,800,000 to revenues and $87,000 to
net income in the 1999 third quarter.

                                    - MORE -
                                                                              51
<PAGE>

Interpool  3Q99                      11/9/99                              Page 2

Martin Tuchman, Chairman and Chief Executive Officer, commented: "We are pleased
with the performance of our operating lease business. The Company's container
business continues to experience solid demand in Europe and the Far East, and
orders for new equipment in the chassis business remain at high levels. We are
receiving very attractive leasing rates for our chassis, and have seen a
stabilization of rates in our container business. The Company is operating at an
80% renewal rate on its long-term leases, and we expect these strong trends to
continue into the fourth quarter and beyond."

The Company also announced today that it has terminated its efforts to explore
the separation and spin-off of its Microtech and Poolstat businesses due to the
inability to secure a tax-free determination of the transaction.

Additionally, Interpool reported that its Board of Directors has authorized the
Company to repurchase up to 1,000,000 shares of Interpool common stock. The
shares will be purchased from time to time through open market purchases or
privately negotiated transactions. Senior management also indicated that they
intend to continue adding to their already significant common stock position. As
of the end of the 1999 third quarter, the Company had a total of 27,579,952
common shares outstanding.

Mr. Tuchman concluded: "The Board's decision to implement a stock repurchase
program demonstrates our confidence in the Company's future prospects and our
view that Interpool stock is undervalued with respect to our recent performance
and earnings potential, as well as our book value of approximately $11.00 per
share."

Interpool, originally founded in 1968, is one of the world's leading lessors of
cargo containers used in international trade and is the second largest lessor of
intermodal container chassis in the United States. Interpool leases its
containers and chassis to over 200 customers, including nearly all of the
world's 20 largest international container shipping lines.

This Press Release contains certain forward-looking statements regarding future
circumstances. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements, including in particular the
risks and uncertainties described in the company's SEC filings. The company
undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof.

Note: This press release and other press releases and information can be viewed
at the Company's website at www.interpool.com.
                            ------------------

                                - TABLES FOLLOW -
52
<PAGE>
<TABLE>
<CAPTION>
                         INTERPOOL, INC.
                 CONSOLIDATED STATEMENT OF INCOME
             (In thousands, except amounts per share)                        Three Months Ended           Nine Months Ended
                           (Unaudited)                                           September 30,                September 30,
                                                                            1999           1998          1999          1998
                                                                            ----           ----          ----          ----
<S>                                                                      <C>            <C>          <C>           <C>
REVENUES                                                                 $56,939        $46,115      $157,664      $133,453

COST AND EXPENSES:
     Lease operating and administrative expenses                          21,403         10,778        51,926        32,148
     Depreciation and amortization of leasing equipment                   14,513         10,865        40,064        30,941
     Other (income)/expense, net                                           1,139           (214)        1,973          (545)
                                                                         -------        -------      --------      -------

     Earnings before interest and taxes                                   19,884         24,686        63,701        70,909
     Interest expense, net                                                13,163         12,581        40,648        38,620
                                                                         -------        -------      --------      --------

     Income before taxes                                                   6,721         12,105        23,053        32,289
     Provision for income taxes                                              650          2,050         2,000         4,750
                                                                         -------        -------      --------      --------

NET INCOME                                                               $ 6,071        $10,055      $ 21,053      $ 27,539
                                                                         =======        =======      ========      ========

NET INCOME PER SHARE:
     Basic                                                               $  0.22          $0.36      $   0.76      $  1.00
     Diluted                                                             $  0.22          $0.35         $0.74      $  0.96

WEIGHTED AVERAGE SHARES OUTSTANDING:
     Basic                                                                27,580         27,566        27,574        27,560
     Diluted                                                              27,900         28,584        28,458        28,574
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET
                          (In thousands)                                   September 30,           December 31,
                            (Unaudited)                                        1999                   1998
                                                                               ----                   ----
<S>                                                                          <C>                     <C>
ASSETS
     Cash and short-term investments and marketable securities             $  151,105              $  112,298
     Accounts and notes receivable, net                                        38,504                  32,746
     Net investment in direct financing leases                                127,397                 356,369
     Other receivables, net                                                    61,150                  56,758
     Revenue producing equipment, net                                         856,491                 736,094
     Other assets                                                             112,019                  67,969
                                                                           ----------              ----------
TOTAL ASSETS                                                               $1,346,666              $1,362,234
                                                                           ==========              ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
     Accounts payable and accrued expenses                                 $   48,664              $   50,098
     Income taxes                                                              19,670                  19,609
     Deferred income                                                              820                   1,531
     Debt and capital lease obligations                                       897,925                 932,157
     Capital securities                                                        75,000                  75,000
     Minority interest                                                            967                     624
     Stockholders' equity                                                     303,620                 283,215
                                                                           ----------              ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $1,346,666              $1,362,234
                                                                           ==========              ==========
</TABLE>
<TABLE>
<CAPTION>
                         INTERPOOL, INC.
                  BUSINESS OPERATIONS BREAKDOWN                                           PRETAX
                          (In thousands)                         REVENUES             PROFIT/(LOSS)
                                                                 --------             -------------
                                                           Three Months Ended        Three Months Ended
                                                               September 30,             September 30,
                                                           1999          1998         1999         1998
                                                           ----          ----         ----         ----
<S>                                                     <C>           <C>          <C>           <C>
OPERATING LEASE BUSINESS                                $41,448       $34,545      $ 9,909       $9,239
FINANCE LEASE BUSINESS                                    2,942         9,016          854        4,124
OTHER OPERATIONS                                         12,425         2,243         (765)        (470)
CORPORATE/INVESTMENT DIVISION                             2,645         3,588       (3,277)        (788)
</TABLE>
                                                        ###
                                                                              53
<PAGE>

                                      FOR:   INTERPOOL, INC.
FOR IMMEDIATE RELEASE

                                  CONTACT:   Raoul J. Witteveen
                                             President, Chief Operating Officer
                                             and Chief Financial Officer
                                             (212) 916-3261

                                             Morgen-Walke Associates:
                                             Gordon McCoun, Jennifer Angell
                                             Media contacts: Heather Fox
                                            (212) 850-5600

                 INTERPOOL, INC. ANNOUNCES IT HAS ENTERED INTO A
                 CONFIDENTIALITY AGREEMENT WITH THE CRONOS GROUP

         PRINCETON, NJ, December 17, 1999 -- Interpool, Inc. (NYSE:IPX)
announced today it has entered into a confidentiality and standstill agreement
with The Cronos Group (NASDAQ:CRNS) and, in connection therewith, has agreed to
withdraw its nominees for election to the Cronos Board of Directors at Cronos
upcoming annual meeting of shareholders. Interpool remains interested in
pursuing a transaction with Cronos, through an affiliate of Interpool, Container
Applications International, Inc. (CAI), and has agreed with Cronos that between
now and April 30, 2000 it will not pursue such a transaction on an unsolicited
basis.

         "As we said in the past, our preference has always been, and continues
to be, to effect a transaction with Cronos on a negotiated basis," said Raoul J.
Witteveen, President, Chief Operating Officer and Chief Financial Officer of
Interpool.

         Interpool, originally founded in 1968, is one of the world's leading
lessors of cargo containers used in international trade and is the second
largest lessor of intermodal container chassis in the United States. Interpool
leases its containers and chassis to over 200 customers, including nearly all of
the world's 20 largest international container shipping lines.

         This Press Release contains certain forward-looking statements
regarding future circumstances. These forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those contemplated in such forward-looking statements, including in
particular the risks and uncertainties described in the company's SEC filings.
The company undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof.

Note: This press release and other press releases and information can be viewed
at the Company's website at www.interpool.com.
                            ------------------
                                       ###
54
<PAGE>

                                       FOR:   INTERPOOL, INC.
FOR IMMEDIATE RELEASE

                                   CONTACT:   Raoul J. Witteveen
                                              President, Chief Operating Officer
                                              and Chief Financial Officer
                                              (212) 916-3261

                                              Morgen-Walke Associates
                                              Gordon McCoun, Jennifer Angell
                                              Media contact: Heather Fox
                                              (212) 850-5600

              INTERPOOL, INC. TO PAY CASH DIVIDEND ON COMMON STOCK

PRINCETON, N.J., December 22, 1999 - Interpool, Inc. (NYSE: IPX) announced today
that it will pay a cash dividend of 3.75 cents per share for the fourth quarter
of 1999. The dividend will be payable on January 15, 2000 to shareholders of
record on January 3, 2000. The aggregate amount of the dividend is expected to
be approximately $1,028,000.00. The amount of the quarterly dividend is based on
a 1999 annualized dividend rate of 15 cents per share.

Interpool, originally founded in 1968, is one of the world's leading lessors of
cargo containers used in international trade and is the second largest lessor of
intermodal container chassis in the United States. Interpool leases its
containers and chassis to over 200 customers, including nearly all of the
world's 20 largest international container shipping lines.

                                       ###

Note: This press release and other press releases and information can be viewed
at the Company's website at www.interpool.com.
                            ------------------
                                                                              55
<PAGE>

                                       FOR:   INTERPOOL, INC.
FOR IMMEDIATE RELEASE

                                   CONTACT:   Raoul J. Witteveen
                                              President, Chief Operating Officer
                                              and Chief Financial Officer
                                              (212) 916-3261

                                              Morgen-Walke Associates:
                                              Gordon McCoun, Jennifer Angell
                                              Media contacts: Heather Fox
                                              (212) 850-5600

          INTERPOOL, INC. REPORTS 4TH QUARTER AND 1999 YEAR-END RESULTS

 - Net Income of $7.6 Million, or $0.28 Per Diluted Share, before Non-recurring
                           and Extraordinary Items -

PRINCETON, NJ, March 1, 2000 -- Interpool, Inc. (NYSE:IPX) reported today that
its 1999 fourth quarter net income, before non-recurring and extraordinary
items, was $7,600,000 or $0.28 per diluted share, as compared with net income of
$10,075,000, or $0.35 per diluted share, for the same period in 1998. Revenues
during the fourth quarter of 1999 were $60,176,000, as compared to $48,863,000
in the fourth quarter of 1998. Operating income was $22,709,000 in the quarter
versus $25,715,000 for the same period last year.

Fourth quarter 1999 earnings include costs of $6,782,000 after-tax, or $0.25 per
diluted share, associated with the write-down of certain container equipment
with manufacturer's defects subject to a warranty claim for which the expense
was not recoverable due to the bankruptcy of the manufacturer. The quarter also
included an after-tax gain of $740,000, or $0.03 per diluted share, related to
the retirement of $17,000,000 in senior unsecured notes. Including these
non-recurring and extraordinary items, net income for the 1999 fourth quarter
was $1,558,000, or $0.06 per diluted share.

Results in the recent quarter reflect the contribution of PCR Personal Computer
Rental Corporation ("PCR"), a nationwide lessor of computers and related
equipment, in which Interpool's Microtech subsidiary acquired a 51% interest in
May 1999. PCR contributed approximately $8,600,000 to revenues and $51,000 to
net income for the 1999 fourth quarter.

For the fiscal year ended December 31, 1999, net income, before non-recurring
and extraordinary items, was $28,653,000 or $1.01 per diluted share, as compared
with net income of $37,614,000, or $1.31 per diluted share, for the same period
in 1998. Revenues for the 1999 year were $217,840,000, as compared to
$182,316,000 in the same period last year. Operating income was $86,410,000 for
the 1999 year versus $96,624,000 in the prior year.

Including the non-recurring and extraordinary items described above, net income
for the 1999 year was $22,611,000, or $0.80 per diluted share. In addition, PCR
contributed for the year approximately $18,300,000 to revenues and $138,000 to
net income.

Revenues and pre-tax profits from Interpool's operating leases, which include
both containers and chassis on long-term lease, rose both year-over-year and
sequentially due primarily to increases in the size of the fleets. Operating
lease revenues grew 23.2% over last year and 10.5% from the third quarter, and
pre-tax profits increased by 1.2% from last year and by 18.9% from the prior
quarter. The Company's container operating lease fleet at the end of the fourth
quarter was approximately 292,000 TEUs (twenty-foot-equivalent units), up from
277,000 TEUs at the end of the third quarter. The chassis operating lease fleet
at December 31st was 84,000, up from 80,000 at the end of the previous quarter.
Utilization of the container fleet for the fourth quarter remained level with
the third quarter at 98%, while chassis utilization continued to increase,
rising from 93% to 95% in the most recent quarter. Container pricing has
stabilized since the 1999 second quarter and is trending upwards, and chassis
prices are steadily increasing.
                                    - MORE -
56
<PAGE>

Interpool  4Q99                   March 1, 2000                           Page 2

Additionally, the Company announced that management has repurchased
approximately 160,000 shares to date in its stock buyback program. The program
was initiated in the 1999 third quarter and has 1,000,000 common shares under
authorization for repurchase. As of the end of the 1999 fourth quarter, the
Company had a total of 27,421,452 common shares outstanding.

Martin Tuchman, Chairman and Chief Executive Officer, commented: "Our fourth
quarter and year end results reflect the Company's expansion of our intermodal
equipment fleet, and the fact that our container and chassis leasing businesses
are operating at close to full capacity. The Company's container business
continues to experience solid demand in Europe and the Far East, and we are off
to a very strong start in the first quarter."

Mr. Tuchman continued: "We have expanded our container fleet by buying new
equipment at very favorable prices as lease rates have continued to trend
upwards over the course of 1999, and orders for new equipment in the chassis
business remain at high levels. We are also receiving very attractive leasing
rates for our chassis equipment, and are seeing sequential improvement in our
chassis margins. The Company is operating at an 80% renewal rate on its
long-term leases and overall utilization of approximately 97%."

Mr. Tuchman concluded: "We enter the new year with substantial financial
resources available for investment in operating assets. We concluded the year
with over $200,000,000 in cash on our balance sheet and over $75,000,000
available on our credit lines. We are optimistic that the positive trends in
leasing rates that we saw in the second half of 1999 will continue into 2000,
and we expect to deploy additional capital into the market at favorable spreads.
With the combination of our available capital and the $300,000,000 in capital
invested in our operating lease and other businesses during the year, Interpool
is in a strong position to expand our fleets and continue to strengthen the
business through internal growth. We expect to generate strong returns on our
investments over the next year and are optimistic that these returns, coupled
with the positive trends we are seeing in our operations, should translate into
earnings growth in 2000 and beyond."

Interpool, originally founded in 1968, is one of the world's leading lessors of
cargo containers used in international trade and is the second largest lessor of
intermodal container chassis in the United States. Interpool leases its
containers and chassis to over 200 customers, including nearly all of the
world's 20 largest international container shipping lines.

This Press Release contains certain forward-looking statements regarding future
circumstances. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements, including in particular the
risks and uncertainties described in the company's SEC filings. The company
undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof.

Note: This press release and other press releases and information can be viewed
at the Company's website at www.interpool.com.
                            ------------------

                                - TABLES FOLLOW -

                                                                              57

<PAGE>

                                 INTERPOOL, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                    (In thousands, except amounts per share)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          Three Months              Twelve Months
                                                                             Ended                     Ended
                                                                          December 31,               December 31,
                                                                        1999       1998            1999       1998
                                                                        ----       ----            ----       ----
<S>                                                                   <C>        <C>             <C>        <C>
REVENUES                                                              $60,176    $48,863         $217,840   $182,316
LEASE OPERATING AND ADMINISTRATIVE EXPENSES                            21,922     12,891           73,848     45,039
DEPRECIATION AND AMORTIZATION OF LEASING EQUIPMENT                     14,890     11,710           54,954     42,651
OTHER (INCOME)/EXPENSE, NET                                               655     (1,453)           2,628     (1,998)
                                                                      -------    -------         --------   --------
EARNINGS BEFORE INTEREST, TAXES
    EXTRAORDINARY GAIN AND NON-RECURRING CHARGE                        22,709     25,715           86,410     96,624
INTEREST EXPENSE, NET                                                  13,709     14,590           54,357     53,210
                                                                      -------    -------         --------   --------
INCOME BEFORE TAXES, EXTRAORDINARY GAIN
    AND NON-RECURRING CHARGE                                            9,000     11,125           32,053     43,414
PROVISION FOR INCOME TAXES                                              1,400      1,050            3,400      5,800
                                                                      -------    -------         --------   --------
INCOME BEFORE EXTRAORDINARY GAIN
   AND NON-RECURRING CHARGE                                           $ 7,600    $10,075         $ 28,653   $ 37,614
EXTRAORDINARY GAIN ON RETIREMENT OF DEBT,
   NET OF APPLICABLE   TAXES OF $494 (1)                                  740                         740
NON-RECURRING CHARGE - EQUIPMENT
    WARRANTY RESERVE (2)                                               (6,782)                     (6,782)
                                                                      -------                    --------
NET INCOME                                                            $ 1,558    $10,075         $ 22,611   $ 37,614
                                                                      =======    =======         ========   ========
INCOME PER SHARE BEFORE EXTRAORDINARY GAIN AND
   NON-RECURRING CHARGE:
        BASIC                                                         $  0.28    $  0.37         $   1.04   $   1.36
        DILUTED                                                       $  0.28    $  0.35         $   1.01   $   1.31
EXTRAORDINARY GAIN ON RETIREMENT OF DEBT
        BASIC                                                         $  0.03        N/A         $   0.03        N/A
        DILUTED                                                       $  0.03        N/A         $   0.03        N/A
NON-RECURRING CHARGE - EQUIPMENT WARRANTY RESERVE
        BASIC                                                          ($0.25)       N/A           ($0.25)       N/A
        DILUTED                                                        ($0.25)       N/A           ($0.24)       N/A
NET INCOME PER SHARE:
        BASIC                                                         $  0.06    $  0.37         $   0.82   $   1.36
        DILUTED                                                       $  0.06    $  0.35         $   0.80   $   1.31
WEIGHTED AVERAGE SHARES OUTSTANDING:
        BASIC                                                          27,561     27,566           27,571     27,561
        DILUTED                                                        27,561     28,736           28,234     28,615
</TABLE>
(1) Represents gain on retirement of $17 million face value of Interpool, Inc.
    6-5/8% Notes due March 1, 2003.
(2) Represents a non cash and non-recurring charge for certain containers
    produced in 1991 and 1992 which had manufacturers defects. This expense was
    not fully recoverable due to bankruptcy of the manufacturer.

                               - TABLES CONTINUE -
58
<PAGE>

                                INTERPOOL, INC.
                           CONSOLIDATED BALANCE SHEET
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                December 31,             December 31,
                                                                        1999                     1998
                                                                        ----                     ----
<S>                                                               <C>                      <C>
 ASSETS
     Cash and short-term investments and marketable securities    $  208,126               $  112,298
     Accounts and notes receivable, net                               31,837                   32,746
     Net investment in direct financing leases                       164,394                  356,369
     Other receivables, net                                           52,437                   56,758
     Revenue producing equipment, net                                876,067                  736,094
     Other assets                                                    112,580                   67,969
                                                                  ----------               ----------
TOTAL ASSETS                                                      $1,445,441               $1,362,234
                                                                  ==========               ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
     Accounts payable and accrued expenses                        $   46,141               $   50,098
     Income taxes                                                     20,846                   19,609
     Deferred income                                                     618                    1,531
     Debt and capital lease obligations                              998,729                  932,157
     Capital securities                                               75,000                   75,000
     Minority interest                                                 1,144                      624
     Stockholders' equity                                            302,963                  283,215
                                                                  ----------               ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $1,445,441               $1,362,234
                                                                  ==========               ==========
</TABLE>
                                 INTERPOOL, INC.
                          BUSINESS OPERATIONS BREAKDOWN
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                    PRETAX
                                                    REVENUES                     PROFIT/(LOSS)
                                                    --------                     -------------
                                                Three Months Ended             Three Months Ended
                                                   December 31,                   December 31,
                                                1999         1998            1999          1998
                                                ----         ----            ----          ----
<S>                                           <C>          <C>              <C>           <C>
OPERATING LEASE BUSINESS                      $45,815      $37,182          $11,778       $11,634
FINANCE LEASE BUSINESS                          2,957        8,853              324         3,401
OTHER OPERATIONS                               11,236        2,451             (692)         (597)
CORPORATE/INVESTMENT DIVISION                   3,771        3,029           (2,410)       (3,313)
</TABLE>
                                                        ###

                                                                              59