8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 4, 2010

CAI International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33388	94-3109229
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Embarcadero Center, Suite 2101, San Francisco, California	94111
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (415) 788-0100

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

          On May 4, 2010, CAI International, Inc. issued a press release announcing its earnings for the first quarter ended March 31, 2010.  A copy of the press release is furnished with this report as Exhibit 99.1 and is incorporated herein by reference.

          In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01  Financial Statements and Exhibits

( c ) Exhibits

               99.1 Press release issued by CAI International, Inc. dated May 4, 2010.

SIGNATURES

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

	CAI International, Inc.
	(Registrant)
Date May 4, 2010
	/s/ Victor M. Garcia
	Victor M. Garcia
	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CAI International, Inc. Reports Results for the First Quarter of 2010

SAN FRANCISCO--(BUSINESS WIRE)--May 4, 2010--CAI International, Inc. (CAI) (NYSE:CAP), one of the world’s leading lessors of intermodal freight containers, today reported results for the first quarter of 2010.

Highlights for the first quarter of 2010 and Outlook

• CAI reported net income of $0.17 per fully diluted share during the first quarter of 2010.
• Average utilization for the first quarter of 2010 improved by 4.4% to 86.3% from the fourth quarter of 2009.
• Container demand has remained strong in the second quarter of 2010 and as of April 30, 2010 utilization increased to 92.9%.
• Lease rates on new lease outs for depot and newly manufactured equipment are increasing due to strong demand.
• CAI has ordered 32,000 TEU of equipment with manufacturers that will be mostly delivered during the second quarter of 2010.
• On March 25, 2010 CAI purchased approximately 39,000 TEU of containers from an Asian shipping line and leased back the units for up to a four-year period.
• On April 15, 2010 CAI purchased 7,100 TEU of containers from a shipping line and leased the units under a five-year lease.
• Purchased or have orders outstanding for $88 million of new and used containers in 2010.

CAI today reported net income of $3.0 million in the first quarter of 2010 as compared to net income of $4.0 million in the first quarter of 2009. Fully diluted earnings per share in the first quarter of 2010 were $0.17 with 18.0 million on average shares outstanding, as compared to a fully diluted income per share of $0.22 with 17.9 million on average shares outstanding during the first quarter of 2009.

Total revenue for the first quarter of 2010 was $15.2 million as compared to $17.6 million for the first quarter of 2009. Container rental revenue was $12.3 million as compared to $14.1 million in the first quarter of 2009. Management fee revenue was $2.2 million as compared to $2.5 million of management fee revenue reported in the first quarter of 2009. There was a gain on sale of container portfolios of $0.3 million in the first quarter of 2010, in line with the gain recorded in the first quarter of 2009. Finance lease income in the first quarter of 2010 was $0.4 million as compared to finance lease income of $0.7 million reported in the first quarter of 2009.

Masaaki (John) Nishibori, CEO of CAI, commented, “Demand for containers has continued to strengthen each month in 2010 and is reflected in the improving utilization of our container fleet. We expect that the improving utilization on our existing assets and the amounts we are spending on investments in containers will result in revenue and net income improvement in the coming quarters. This quarter we had less revenue and income associated with customer drop off charges, since customers are not returning units at the same pace as they have in prior periods. However, we expect the lack of drop off charges to have less of an impact on our financial results in the coming quarters as the number of units on lease increases and storage costs decline. Our customers continue to look to us for any available offhire equipment and are leasing units from traditionally lower demand locations, such as in the United States and Europe, with little or no incentives.

In this quarter, we purchased 39,000 TEU from one of the top tier Asian carriers. The units we purchased were manufactured between 1997 and 2000 and the units are leased to the same shipping line for up to four years. We purchased the units for prices that we believe are attractive. Our expectation is that we will sell the units into the secondary market as the units are returned at the end of the lease period. In April, we completed a sale lease back with a top shipping line for approximately 7,100 TEU and have leased the units back to the same shipping company under a five year lease. Our customers continue to be interested in considering the sale and lease back of equipment and we will be looking for similar opportunities over the course of this year.”

He continued, “Our customers are seeing increased demand for containerized trade and as such are looking to us in a greater way than in the past to assist them in meeting their container needs. As a result of the improving demand, per diem rates on units being leased have improved and we are also seeing improved returns on new leases for units recently manufactured.

We remain optimistic about the prospects in 2010 and beyond. We expect demand to remain strong this year and we will continue to invest in new containers to meet our customers’ demand.”

CAI International, Inc.
Consolidated Balance Sheets
(In thousands, except share information)
	March 31,			December 31,
ASSETS	2010			2009
	(Unaudited)
Cash	$	7,466		$	14,492
Accounts receivable (owned fleet), net of allowance for doubtful accounts of $1,257 and $1,420 at March 31, 2010 and December 31, 2009, respectively		16,975			14,412
Accounts receivable (managed fleet)		20,152			18,953
Current portion of direct finance leases		6,792			6,776
Prepaid expenses		2,577			3,077
Deferred taxes		1,668			1,669
Other current assets		157			4,000
Total current assets		55,787			63,379
Container rental equipment, net of accumulated depreciation of $77,216 and $80,627 at March 31, 2010 and December 31, 2009, respectively		312,043			299,340
Long-term portion of net investment in direct finance leases		4,265			5,844
Furniture, fixtures and equipment, net of accumulated depreciation of $680 and $759 at March 31, 2010 and December 31, 2009, respectively		366			435
Intangible assets, net of accumulated amortization of $4,967 and $4,656 at March 31, 2010 and December 31, 2009, respectively		4,639			5,085
Total assets	$	377,100		$	374,083
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	8,199		$	8,030
Accrued expenses and other current liabilities		2,215			3,638
Due to container investors		17,988			17,285
Unearned revenue		4,209			4,225
Current portion of related party term loan		800			800
Current portion of capital lease obligation		4,458			3,813
Rental equipment payable		4,972			660
Total current liabilities		42,841			38,451
Revolving credit facility		151,500			152,500
Related party term loan		8,800			9,000
Deferred taxes		26,902			26,606
Capital lease obligation		13,683			16,282
Income taxes payable		2,145			2,146
Total liabilities		245,871			244,985
Stockholders' equity:
Common stock, par value $.0001 per share ; authorized 84,000,000 shares; issued and outstanding, shares and 17,917,176 shares at March 31, 2010, and December 31, 2009		2			2
Additional paid-in capital		103,952			103,684
Accumulated other comprehensive loss		(2,434	)		(1,248	)
Retained earnings		29,709			26,660
Total stockholders' equity		131,229			129,098
Total liabilities and stockholders' equity	$	377,100		$	374,083

CAI International, Inc.
Consolidated Statements of Income
(In thousands, except per share data)
(UNAUDITED)
			Three Months Ended March 31,
			2010			2009
Revenue:
	Container rental revenue		$	12,344		$	14,119
	Management fee revenue			2,181			2,493
	Gain on sale of container portfolios			266			256
	Finance lease income			402			708
		Total revenue		15,193			17,576
Operating expenses:
	Depreciation of container rental equipment			4,207			4,371
	Amortization of intangible assets			354			408
	Impairment of container rental equipment			17			36
	Gain on disposition of used container equipment			(1,420	)		(790	)
	Storage, handling and other expenses			2,191			1,710
	Marketing, general and administrative expense			4,949			4,915
	Loss on foreign exchange			181			80
		Total operating expenses		10,479			10,730
Operating income				4,714			6,846
Interest expense				857			1,302
Interest income				(32	)		(4	)
		Net interest expense		825			1,298
		Income before income taxes		3,889			5,548
Income tax expense				840			1,593
Net income			$	3,049		$	3,955
Net income per share:
		Basic	$	0.17		$	0.22
		Diluted	$	0.17		$	0.22
Weighted average shares outstanding:
		Basic		17,906			17,897
		Diluted		18,038			17,897

	As of March 31, 2010	As of March 31, 2009
	(unaudited)
Managed fleet in TEUs	508,933	533,599
Owned fleet in TEUs	259,186	243,574
Total	768,119	777,173

Conference Call

A conference call to discuss financial results for the first quarter of 2010 will be held on Tuesday, May 4, 2010 at 5:00 p.m. ET. The dial-in number for the teleconference is 1-877-303-9148; outside of the U.S., call 1-760-536-5211. The call may be accessed live over the internet (listen only) under the “Investors” tab of CAI’s website, www.caiintl.com, by selecting “Q1 2010 Earnings Conference Call.” A webcast replay will be available for 30 days on the “Investors” tab of our website.

About CAI International, Inc.

CAI is one of the world’s leading managers and lessors of intermodal freight containers. As of March 31, 2010, the company operated a worldwide fleet of 768,000 TEU of containers through 12 offices located in 10 countries including the United States.

This press release contains forward-looking statements regarding future events and the future performance of CAI International, Inc. These statements are forward looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and involve risks and uncertainties that could cause actual results of operations and other performance measures to differ materially from current expectations including, but not limited to, utilization rates, expected economic conditions, availability of credit on commercially favorable terms or at all, customer demand, container investment levels, container prices, lease rates, increased competition, volatility in exchange rates, and others. CAI refers you to the documents that it has filed with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2009. These documents contain additional important factors that could cause actual results to differ from current expectations and from forward-looking statements contained in this press release. Furthermore, CAI is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements contained in this press release whether as a result of new information, future events or otherwise, unless required by law.

CONTACT:
CAI International, Inc.
Victor Garcia, 415-788-0100
Chief Financial Officer
vgarcia@caiintl.com