SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-8099 TRINITY INDUSTRIES LEASING COMPANY (Exact name of registrant as specified in its charter) Incorporated Under the Laws 75-1640393 of the State of Delaware (I.R.S. Employer Identification No.) 2000 Gardner Expressway Quincy, IL 62306 (Address of Principal (Zip Code) Executive Offices) Registrant's Telephone Number, Including Area Code (217) 224-7236 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 and (2) has been subject to such filing requirements for the past 90 days. Yes X No 1,000 (Number of shares of common stock outstanding as of December 31, 1996) Part I Item I - Financial Statements Trinity Industries Leasing Company Balance Sheet (unaudited) (in millions except share data) December 31 March 31 1996 1996 Assets Cash and cash equivalents. . . . . . . . . $ 0.1 $ 5.3 Note receivable from Trinity . . . . . . . 33.5 108.5 Equipment on lease (predominantly long-term), at cost. . . . . . . . . . . 471.7 391.6 Less accumulated depreciation. . . . . . . (78.6) (70.2) Other assets . . . . . . . . . . . . . . . 8.9 7.5 $435.6 $442.7 Liabilities and Stockholder's Equity Accounts payable and accrued liabilities . $ 8.4 $ 9.7 Long-term debt . . . . . . . . . . . . . . 145.9 168.8 Deferred federal income tax. . . . . . . . 70.9 64.9 Other liabilities. . . . . . . . . . . . . 2.2 2.9 227.4 246.3 Stockholder's equity: Common stock $1 par; authorized 10,000 shares; issued 1,000 shares . . . . . - - Capital in excess of par value . . . . 19.3 19.3 Retained earnings . . . . . . . . . . . 188.9 177.1 208.2 196.4 $435.6 $442.7 Trinity Industries Leasing Company Statements of Income and Retained Earnings (unaudited) (in millions) Nine Months Ended December 31 1996 1995 Revenues . . . . . . . . . . . . . . . . . $ 55.6 $104.6 Operating costs: Cost of revenues. . . . . . . . . . . . . 32.6 74.4 Interest expense. . . . . . . . . . . . . 11.3 13.5 43.9 87.9 Operating profit . . . . . . . . . . . . . 11.7 16.7 Other income: Interest income (including $5.8 and $8.4 from Trinity in 1996 and 1995, respectively). . . . . . . . . 6.1 8.4 Other, net. . . . . . . . . . . . . . . . 0.4 0.1 6.5 8.5 Income before income taxes . . . . . . . . 18.2 25.2 Provision for income taxes: Current. . . . . . . . . . . . . . . . . 0.4 5.7 Deferred . . . . . . . . . . . . . . . . 6.0 3.1 6.4 8.8 Net income . . . . . . . . . . . . . . . . 11.8 16.4 Retained earnings at beginning of year . . 177.1 156.4 Retained earnings at end of period . . . . $188.9 $172.8 			Trinity Industries Leasing Company 			 Statements of Income 			 and Retained Earnings 				 (unaudited) 				 (in millions) Three Months Ended December 31 1996 1995 Revenues . . . . . . . . . . . . . . . . . $ 15.7 $ 24.4 Operating costs: Cost of revenues. . . . . . . . . . . . . 7.5 15.6 Interest expense. . . . . . . . . . . . . 3.6 4.3 11.1 19.9 Operating profit . . . . . . . . . . . . . 4.6 4.5 Other income: Interest income (including $1.3 and $3.0 from Trinity in 1996 and 1995, respectively). . . . . . . . . 1.4 3.0 Other, net. . . . . . . . . . . . . . . . 0.3 - 1.7 3.0 Income before income taxes . . . . . . . . 6.3 7.5 Provision for income taxes: Current. . . . . . . . . . . . . . . . . (0.5) 1.3 Deferred . . . . . . . . . . . . . . . . 2.7 1.3 2.2 2.6 Net income . . . . . . . . . . . . . . . . 4.1 4.9 Retained earnings at beginning of period . 184.8 167.9 Retained earnings at end of period . . . . $188.9 $172.8 		Trinity Industries Leasing Company 		 Statement Of Cash Flows 			 (unaudited) 			 (in millions) Nine Months Ended December 31 1996 1995 Cash flows from operating activities: Net income. . . . . . . . . . . . . . . . $11.8 $ 16.4 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation. . . . . . . . . . . . . . 13.9 13.7 Deferred provision for federal income tax. . . . . . . . . . . . . . . . . . 6.0 3.1 Gain on retirement of equipment. . . . (0.4) (6.6) Other . . . . . . . . . . . . . . . . . 0.9 0.9 Changes in assets and liabilities: Increase in other assets . . . . . . . (1.4) (0.2) Increase (decrease)in accounts payable and accrued liabilities . . . . . . . (1.3) 2.6 Decrease in other liabilities. . . . .. (0.7) (1.2) Total adjustments . . . . . . . . . . 17.0 12.3 Net cash provided by operating activities . . . . . . . . . . . . . . 28.8 28.7 Cash flows from investing activities: Proceeds from retirement of equipment . 15.9 61.2 Capital expenditures. . . . . . . . . . (102.0) (46.5) Net cash provided (required) by investing activities . . . . . . . . . (86.1) 14.7 Cash flows from financing activities: (Increase) decrease in notes receivable from parent . . . . . . . . . . . . . 75.0 (8.1) Payments to retire long-term debt . . . (22.1) (33.6) Decrease in long-term obligation under capital lease . . . . . . . . . . . . (0.8) (0.6) Net cash provided (required) by financing activities . . . . . . . . . . . . . . 52.1 (42.3) Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . (5.2) 1.1 Cash and cash equivalents at beginning of year. . . . . . . . . . . . . . . . . . . 5.3 0.2 Cash and cash equivalents at end of period . . . . . . . . . . . . $ 0.1 $ 1.3 The foregoing financial statements are unaudited and have been prepared from the books and records of the Registrant. In the opinion of the Registrant, all adjustments, consisting only of normal and recurring adjustments necessary to a fair presentation of the financial position of the Registrant as of December 31, 1996 and March 31, 1996 and the results of operations for the nine and three month periods ended December 31, 1996 and 1995 and cash flows for the nine month periods ended December 31, 1996 and 1995, in conformity with generally accepted accounting principles, have been made. Trinity Industries Leasing Company Management's Discussion and Analysis of Financial Condition and Results of Operations The Registrant is a wholly-owned subsidiary of Trinity Industries, Inc. ("Trinity"). Financial Condition The decrease in the 'Note receivable from Trinity' and the increase in 'Equipment on lease, at cost' compared to March 31, 1996 is due to additional equipment purchases from Trinity to fulfill current leasing commitments. The decrease in 'Long-term debt' at December 31, 1996 compared to March 31, 1996 is due primarily to scheduled principal payments. Results of Operations Nine Months Ended December 31, 1996 vs. Nine Months Ended December 31, 1995 'Revenues' decreased principally due to the sale of selected railcars in the prior fiscal year. 'Operating profit' decreased principally due to the sale of selected railcars in the prior fiscal year. Three Months Ended December 31, 1996 vs. Three Months Ended December 31, 1995 'Revenues' decreased principally due to the sale of selected railcars in the third quarter of the prior fiscal year. 'Operating profit' increased principally due to a decrease in interest expense from the third quarter of the prior fiscal year. PART II Item 6 - Exhibits and Reports on Form 8-K. No Form 8-K was filed during the quarter. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Trinity Industries Leasing Company By:/S/ F. Dean Phelps F. Dean Phelps Vice President January 24, 1997 Index to Exhibit No. Description Page 27 Financial Data Schedule *