8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 14, 2020 

TRITON INTERNATIONAL LIMITED

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Bermuda	001-37827	98-1276572
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Victoria Place, 5th Floor, 31 Victoria Street Hamilton HM 10, Bermuda

(Address of Principal Executive Offices, including Zip Code)

Telephone: (441) 294-8033

(Registrant's Telephone Number, Including Area Code)

Not applicable

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, $0.01 par value per share	TRTN	New York Stock Exchange
8.50% Series A Cumulative Redeemable Perpetual Preference Shares	TRTN PRA	New York Stock Exchange
8.00% Series B Cumulative Redeemable Perpetual Preference Shares	TRTN PRB	New York Stock Exchange
7.375% Series C Cumulative Redeemable Perpetual Preference Shares	TRTN PRC	New York Stock Exchange
6.875% Series D Cumulative Redeemable Perpetual Preference Shares	TRTN PRD	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02. Results of Operations and Financial Condition.

On February 14, 2020, Triton International Limited issued a press release announcing its results of operations for the quarter ended December 31, 2019.  A copy of the press release is furnished with this report as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the attached exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits

99.1        Press release issued by Triton International Limited dated February 14, 2020.

2

SIGNATURES

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

	Triton International Limited
Date: February 14, 2020	By:	/s/ John Burns
	Name:	John Burns
	Title:	Chief Financial Officer

3

EX-99.1

TRITON INTERNATIONAL REPORTS FOURTH QUARTER AND FULL YEAR 2019 RESULTS

AND DECLARES QUARTERLY DIVIDENDS

Hamilton, Bermuda – February 14, 2020 – Triton International Limited (NYSE: TRTN) ("Triton")

Highlights

• Net income attributable to common shareholders was $77.2 million in the fourth quarter of 2019, or $1.07 per diluted share.

• Adjusted net income was $77.5 million in the fourth quarter of 2019, or $1.07 per diluted share, a decrease of 14.4% per diluted share from the fourth quarter of 2018.

• Net income attributable to shareholders was $339.0 million for the full year of 2019, or $4.54 per diluted share.

• Adjusted net income was $341.7 million for the full year of 2019, or $4.57 per diluted share, an increase of 1.1% per diluted share from 2018.

• Utilization averaged 95.8% for the fourth quarter of 2019 and averaged 96.9% for the full year 2019.

• Triton repurchased 0.3 million common shares during the fourth quarter of 2019. Triton purchased 6.9 million common shares during the full year of 2019 and approximately 8.9 million shares have been repurchased since the inception of the program in August 2018.

• Triton's Board of Directors announced a quarterly dividend of $0.52 per common share payable on March 27, 2020 to shareholders of record as of March 13, 2020.

Financial Results

The following table summarizes Triton's selected key financial information for the three and twelve months ended December 31, 2019 and December 31, 2018.

	(in millions, except per share data)
	Three Months Ended						Twelve Months Ended
	December 31, 2019			December 31, 2018			December 31, 2019			December 31, 2018
Total leasing revenues	$	331.2		$	355.4		$	1,347.3		$	1,350.3
GAAP
Net income attributable to common shareholders	$	77.2	(3)	$	69.6	(5)	$	339.0	(3)	$	349.6	(4)(5)
Net income per share - Diluted	$	1.07		$	0.87		$	4.54		$	4.35
Non-GAAP(1)
Adjusted net income	$	77.5		$	99.4		$	341.7		$	363.0
Adjusted net income per share - Diluted	$	1.07		$	1.25		$	4.57		$	4.52
Return on equity (1)(2)	14.6		%	17.7		%	16.0		%	16.7		%

(1) Refer to the "Use of Non-GAAP Financial Items" and "Non-GAAP Reconciliations of Adjusted Net Income" set forth below.

(2) Refer to the "Calculation of Return on Equity" set forth below.

(3) Net of dividends on preferred shares of $6.6 million for the three months ended December 31, 2019 and $13.6 million for the twelve months ended December 31, 2019.

(4) Net income attributable to shareholders was increased by a one-time gain of $21.0 million on the sale of a building.

(5) Net income attributable to shareholders was reduced by a $24.7 million tax expense related to the intra-entity transfer of assets.

1

Operating Performance

"Triton continued to generate solid results in the fourth quarter of 2019," commented Brian M. Sondey, Chairman and Chief Executive Officer of Triton. "We generated $77.5 million of Adjusted net income in the fourth quarter, or $1.07 per share, and we achieved an annualized return on equity of 14.6%. For the full year of 2019, we generated Adjusted net income of $341.7 million, or $4.57 per share, and achieved a return on equity of 16.0%."

"Triton achieved solid performance in 2019 despite facing increasingly challenging market conditions. Containerized trade growth was weaker than expected in 2019, reflecting soft global economic conditions and disruptions caused by the trade dispute between the United States and China. Low trade growth led to limited demand for new containers, lower prices for new containers and a reduction in market leasing rates. However, container supply remained generally well balanced due to reduced new container production, and our strong lease portfolio and unique operating capabilities helped us further mitigate the impacts of the challenging conditions. Our key operating metrics such as utilization, average lease rates and average used container sale prices held up well during the year, decreasing gradually, but remaining at generally high levels and supporting solid financial performance."

"Our investment in new containers was limited in 2019. We invested $242.5 million in new containers for delivery in 2019, well below our replacement level, leading to a 5.8% decrease in the net book value of revenue earning assets. However, we were able to redirect our strong cash flow to other high return investments. We repurchased 6.9 million shares of our common stock, representing 8.8% of the amount outstanding at the beginning of the year, and we repurchased all the third-party investor interests in a portfolio of our containers for values we believe are compelling. We also paid $2.08 per share in common dividends."

Outlook

Mr. Sondey continued, "The first quarter typically represents our weakest quarter of the year since it represents the depth of the slow season for dry containers, has the fewest number of days and is impacted by extra SG&A expenses. The first quarter of 2020 will also be negatively impacted by the decrease in our operating metrics during the fourth quarter of 2019, reduced lease rates relating to a lease extension transaction with a large customer, and extra costs of preferred dividends as we took advantage of attractive capital market conditions to issue preferred shares ahead of opportunities to deploy the additional equity capital. As a result, we expect our Adjusted net income per share will decrease from the fourth quarter of 2019 to the first quarter of 2020.”

"During December and January we started to see signs that market conditions were improving. Our customers have been hopeful that trade volumes will benefit from the agreement to ease the U.S. / China trade dispute, and we experienced more balanced pick-up and drop-off activity and a stabilization to our utilization. New container prices also increased in response to expectations for better trade growth and efforts by container manufacturers to better align shift capacity with lower production volumes, causing new 20' dry container prices to increase into the range of $2,000. It is too early to tell whether these positive trends will continue, but we remain very well positioned to take advantage of any improvement in supply / demand dynamics, especially as we move toward the traditional summer peak season."

"Like many others, we are paying close attention to developments relating to the novel coronavirus. First and foremost, we are focused on the health and safety of our employees. Despite the challenges presented by the current situation, we remain fully operational. At the same time, we expect the current slowdown in shipping activity in Asia to extend for at least the next month. Beyond then, the impact of the coronavirus outbreak on our business is unclear. Previous trade disruptions have had a mix of positive and negative impacts on container supply and demand. The balance of these effects will likely be driven by how long the disruptions last and whether economic disruptions spread to other countries."

Dividends

Triton's Board of Directors has approved and declared a $0.52 per share quarterly cash dividend on its issued and outstanding common shares, payable on March 27, 2020 to shareholders of record at the close of business on March 13, 2020.

2

Triton's Board of Directors has also approved a cash dividend of $0.53125 per share on its 8.50% Series A Preferred Shares (NYSE:TRTN PRA), a cash dividend of $0.50 per share on its 8.00% Series B Preferred Shares (NYSE:TRTN PRB), a cash dividend of $0.46 per share on its 7.375% Series C Preferred Shares (NYSE:TRTN PRC), and an initial cash dividend of $0.24349 per share on its 6.875% Series D Preferred Shares (NYSE: TRTN PRD), each payable on March 16, 2020 to holders of record at the close of business on March 9, 2020.

Share Repurchase Update

As of February 7, 2020, we have repurchased approximately 8.9 million common shares since the initial Board of Director authorization of share repurchases in August 2018 for a total of $281.6 million at an average price per-share of $31.78. As of February 7, 2020, the Company had a total of $80.2 million remaining under the current authorization.

Investors' Webcast

Triton will hold a Webcast at 8:30 a.m. (New York time) on Friday, February 14, 2020 to discuss its fourth quarter results. To listen by phone, please dial 1-877-418-5277 (domestic) or 1-412-717-9592 (international) approximately 15 minutes prior to the start time and reference the Triton International Limited conference call. To access the live Webcast please visit Triton's website at http://www.trtn.com. An archive of the Webcast will be available one hour after the live call.

About Triton International Limited

Triton International Limited is the world's largest lessor of intermodal freight containers. With a container fleet of 6.1 million twenty-foot equivalent units ("TEU"), Triton's global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

Contact

Andrew Greenberg

Senior Vice President

Finance & Investor Relations

(914) 697-2900

3

Utilization and Fleet Information

Effective December 31, 2019, we revised our cost equivalent units ("CEU") factor to be more in line with the cost of new containers over the last several years. These new CEU factors are generally consistent with those published by the International Institute for Container Lessors ("IICL"). We use the CEU factors to measure the size and performance of our container fleet.

The change in CEU factors reduced the size of our fleet on a CEU basis by roughly 8% as of December 31, 2019 and the majority of this change was due to a reduction in the CEU factor for 40ft high cube refrigerated containers from 10.0 to 7.5. The utilization of our fleet on a CEU basis remained largely unchanged as the utilization of our refrigerated containers was in line with other container types. Fleet size and utilization information have been updated with these revised factors for all periods presented.

The following table summarizes the equipment fleet utilization for the periods indicated:

	Quarter Ended
	December 31, 2019		September 30, 2019		June 30, 2019		March 31, 2019
Average Utilization (1)	95.8	%	96.7	%	97.2	%	97.7	%
Ending Utilization (1)	95.4	%	96.4	%	97.1	%	97.4	%

(1) Utilization is computed by dividing total units on lease (in CEU) by the total units in our fleet (in CEU), excluding new units not yet leased and off-hire units designated for sale.

The following table summarizes the equipment fleet as of December 31, 2019 and 2018 (in units, TEUs and CEUs):

	Equipment Fleet in Units		Equipment Fleet in TEU
	December 31, 2019	December 31, 2018	December 31, 2019	December 31, 2018
Dry	3,267,624	3,340,946	5,369,377	5,476,406
Refrigerated	225,520	228,778	435,148	440,781
Special	94,453	93,900	171,437	169,614
Tank	12,485	12,509	12,485	12,509
Chassis	24,515	24,832	45,154	45,787
Equipment leasing fleet	3,624,597	3,700,965	6,033,601	6,145,097
Equipment trading fleet	17,906	13,138	27,121	21,361
Total	3,642,503	3,714,103	6,060,722	6,166,458

	Equipment Fleet in CEU
	December 31, 2019	December 31, 2018
Operating Leases	6,434,434	6,532,172
Finance Leases	423,638	442,585
Equipment trading fleet	37,232	39,008
Total	6,895,304	7,013,765

4

Important Cautionary Information Regarding Forward-Looking Statements

Certain statements in this release, other than purely historical information, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that include the words "expect," "intend," "plan," "believe," "project," "anticipate," "will," "may," "would" and similar statements of a future or forward-looking nature may be used to identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond Triton's control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements.

These factors include, without limitation, economic, business, competitive, market and regulatory conditions and the following: decreases in the demand for leased containers; decreases in market leasing rates for containers; difficulties in re-leasing containers after their initial fixed-term leases; our customers' decisions to buy rather than lease containers; our dependence on a limited number of customers for a substantial portion of our revenues; customer defaults; decreases in the selling prices of used containers; extensive competition in the container leasing industry; difficulties stemming from the international nature of our business; decreases in the demand for international trade; disruption to our operations resulting from the political and economic policies of the United States and other countries, particularly China, including but not limited to the impact of trade wars and tariffs; disruption to our operations from failures of, or attacks on, our information technology systems; disruption to our operations as a result of natural disasters; our compliance or failure to comply with laws and regulations related to economic and trade sanctions, security, anti-terrorism, environmental protection and corruption; our ability to obtain sufficient capital to support our growth; restrictions imposed by the terms of our debt agreements; changes in tax laws in, Bermuda, the United States and other countries and other risks and uncertainties, including those risk factors set forth in the section entitled "Risk Factors" in our Form 10-K filed with the Securities and Exchange Commission ("SEC"), on February 19, 2019, in any Form 10-Q filed or to be filed by Triton, and in other documents we file with the SEC from time to time.

The foregoing list of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere. Any forward-looking statements made herein are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on Triton or its business or operations. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

-Financial Tables Follow-

5

TRITON INTERNATIONAL LIMITED

Consolidated Balance Sheets

(In thousands, except share data)

	December 31, 2019			December 31, 2018
ASSETS:
Leasing equipment, net of accumulated depreciation of $2,933,886 and $2,533,446	$	8,392,547		$	8,923,451
Net investment in finance leases	413,342			478,065
Equipment held for sale	114,504			66,453
Revenue earning assets	8,920,393			9,467,969
Cash and cash equivalents	62,295			48,950
Restricted cash	106,677			110,589
Accounts receivable, net of allowances of $1,276 and $1,240	210,697			264,382
Goodwill	236,665			236,665
Lease intangibles, net of accumulated amortization of $242,301 and $205,532	56,156			92,925
Other assets	38,902			34,610
Fair value of derivative instruments	10,848			13,923
Total assets	$	9,642,633		$	10,270,013
LIABILITIES AND SHAREHOLDERS' EQUITY:
Equipment purchases payable	$	24,685		$	22,392
Fair value of derivative instruments	36,087			10,966
Accounts payable and other accrued expenses	116,782			99,885
Net deferred income tax liability	301,317			282,129
Debt, net of unamortized costs of $39,781 and $44,889	6,631,525			7,529,432
Total liabilities	7,110,396			7,944,804
Shareholders' equity:
Preferred shares, $0.01 par value, at liquidation preference	405,000			—
Common shares, $0.01 par value, 270,000,000 shares authorized, 80,979,833 and 80,843,472 shares issued, respectively	810			809
Undesignated shares, $0.01 par value, 13,800,000 and 30,000,000 shares authorized, respectively, no shares issued and outstanding	—			—
Treasury shares, at cost, 8,771,345 and 1,853,148 shares, respectively	(278,510		)	(58,114		)
Additional paid-in capital	902,725			896,811
Accumulated earnings	1,533,845			1,349,627
Accumulated other comprehensive income (loss)	(31,633		)	14,563
Total shareholders' equity	2,532,237			2,203,696
Noncontrolling interests	—			121,513
Total equity	$	2,532,237		$	2,325,209
Total liabilities and equity	$	9,642,633		$	10,270,013

6

TRITON INTERNATIONAL LIMITED

Consolidated Statements of Operations

(In thousands, except per share data)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2019			2018			2019			2018
Leasing revenues:
Operating leases	$	321,626		$	347,110		$	1,307,218		$	1,328,756
Finance leases	9,550			8,247			40,051			21,547
Total leasing revenues	331,176			355,357			1,347,269			1,350,303
Equipment trading revenues	17,160			26,273			83,993			83,039
Equipment trading expenses	(14,885		)	(20,147		)	(69,485		)	(64,118		)
Trading margin	2,275			6,126			14,508			18,921
Net gain on sale of leasing equipment	4,857			7,999			27,041			35,377
Net gain on sale of building	—			—			—			20,953
Operating expenses:
Depreciation and amortization	132,807			139,474			536,131			545,138
Direct operating expenses	23,718			15,594			79,074			48,326
Administrative expenses	19,196			19,712			75,867			80,033
Transaction and other costs (income)	—			116			—			88
Provision (reversal) for doubtful accounts	85			(782		)	590			(231		)
Total operating expenses	175,806			174,114			691,662			673,354
Operating income	162,502			195,368			697,156			752,200
Other expenses:
Interest and debt expense	72,989			86,104			316,170			322,731
Realized (gain) loss on derivative instruments, net	(325		)	(724		)	(2,237		)	(2,072		)
Unrealized (gain) loss on derivative instruments, net	350			1,405			3,107			430
Debt termination expense	115			4,239			2,543			6,090
Other (income) expense, net	(1,210		)	(1,540		)	(3,257		)	(2,292		)
Total other expenses	71,919			89,484			316,326			324,887
Income (loss) before income taxes	90,583			105,884			380,830			427,313
Income tax expense (benefit)	6,814			34,459			27,551			70,641
Net income (loss)	$	83,769		$	71,425		$	353,279		$	356,672
Less: income (loss) attributable to noncontrolling interest	—			1,868			592			7,117
Less: dividend on preferred shares	6,608			—			13,646			—
Net income (loss) attributable to common shareholders	$	77,161		$	69,557		$	339,041		$	349,555
Net income per common share—Basic	$	1.07		$	0.88		$	4.57		$	4.38
Net income per common share—Diluted	$	1.07		$	0.87		$	4.54		$	4.35
Cash dividends paid per common share	$	0.52		$	0.52		$	2.08		$	2.01
Weighted average number of common shares outstanding—Basic	71,834			79,056			74,190			79,782
Dilutive restricted shares	362			685			510			582
Weighted average number of common shares outstanding—Diluted	72,196			79,741			74,700			80,364

7

TRITON INTERNATIONAL LIMITED

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended December 31, 2019			Year Ended December 31, 2018
Cash flows from operating activities:
Net income (loss)	$	353,279		$	356,672
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	536,131			545,138
Amortization of deferred debt cost and other debt related amortization	12,806			15,005
Lease related amortization	41,926			70,275
Share-based compensation expense	8,963			9,030
Net (gain) loss on sale of leasing equipment	(27,041		)	(35,377		)
Net (gain) loss on sale of building	—			(20,953		)
Unrealized (gain) loss on derivative instruments	3,107			430
Debt termination expense	2,543			6,090
Deferred income taxes	27,181			66,467
Changes in operating assets and liabilities:
Accounts receivable	54,171			(65,385		)
Accounts payable and accrued expenses	3,963			(13,829		)
Net equipment sold for resale activity	(3,837		)	(2,341		)
Cash received (paid) for settlement of interest rate swaps	(22,330		)	187
Cash collections on finance lease receivables, net of income earned	73,429			64,372
Other assets	(2,385		)	(1,559		)
Net cash provided by (used in) operating activities	1,061,906			994,222
Cash flows from investing activities:
Purchases of leasing equipment and investments in finance leases	(240,170		)	(1,603,507		)
Proceeds from sale of equipment, net of selling costs	217,296			163,256
Proceeds from the sale of building	—			27,630
Investment in joint venture	(760		)	—
Other	(86		)	(160		)
Net cash provided by (used in) investing activities	(23,720		)	(1,412,781		)
Cash flows from financing activities:
Issuance of preferred shares, net of underwriting discount	392,242			—
Issuance of common shares, net of underwriting discount	—			—
Purchases of treasury shares	(222,236		)	(56,274		)
Redemption of common shares for withholding taxes	(5,666		)	(1,385		)
Debt issuance costs	(8,751		)	(19,575		)
Borrowings under debt facilities	1,697,200			4,043,637
Payments under debt facilities and finance lease obligations	(2,608,960		)	(3,435,041		)
Dividends paid on preferred shares	(12,323		)	—
Dividends paid on common shares	(153,861		)	(160,289		)
Distributions to noncontrolling interests	(2,078		)	(19,146		)
Purchase of noncontrolling interests	(103,039		)	—
Other	(1,281		)	—
Net cash provided by (used in) financing activities	(1,028,753		)	351,927
Net increase (decrease) in cash, cash equivalents and restricted cash	$	9,433		$	(66,632	)
Cash, cash equivalents and restricted cash, beginning of period	159,539			226,171
Cash, cash equivalents and restricted cash, end of period	$	168,972		$	159,539
Supplemental disclosures:
Interest paid	$	306,827		$	308,827
Income taxes paid (refunded)	$	(895	)	$	4,484
Right-of-use asset for leased property	$	7,616		$	—
Supplemental non-cash investing activities:
Equipment purchases payable	$	24,685		$	22,392

8

Use of Non-GAAP Financial Items

We use the terms "Adjusted net income" and return on equity throughout this press release.

Adjusted net income and return on equity are not items presented in accordance with U.S. GAAP and should not be considered as alternatives to, or more meaningful than, amounts determined in accordance with U.S. GAAP, including net income.

Adjusted net income is adjusted for certain items management believes are not representative of our operating performance. Adjusted net income is defined as net income attributable to common shareholders excluding debt termination expenses net of tax, unrealized gains and losses on derivative instruments net of tax, transaction and other costs net of tax, gain on sale of building net of tax, tax benefit from vesting of restricted shares, foreign income tax adjustments, and tax adjustments related to the intra-entity transfer.

We believe that Adjusted net income is useful to an investor in evaluating our operating performance because this item:

• is widely used by securities analysts and investors to measure a company's operating performance;

• helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure, our asset base and certain non-routine events which we do not expect to occur in the future; and

• is used by our management for various purposes, including as measures of operating performance and liquidity, to assist in comparing performance from period to period on a consistent basis, in presentations to our board of directors concerning our financial performance and as a basis for strategic planning and forecasting.

We have provided a reconciliation of net income attributable to common shareholders, the most directly comparable U.S. GAAP measure, to Adjusted net income in the table below for the three and twelve months ended December 31, 2019 and December 31, 2018.

Additionally, the calculation for return on equity is adjusted annualized earnings divided by average shareholders' equity. Management utilizes return on equity in evaluating how much profit the Company generates on the shareholders' equity in the Company and believes it is useful for comparing the profitability of companies in the same industry.

9

TRITON INTERNATIONAL LIMITED Non-GAAP Reconciliations of Adjusted Net Income (In thousands, except per share amounts)
	Three Months Ended,					Twelve Months Ended,
	December 31, 2019			December 31, 2018		December 31, 2019			December 31, 2018
Net income (loss) attributable to common shareholders	$	77,161		$	69,557	$	339,041		$	349,555
Add (subtract):
Unrealized (gain) loss on derivative instruments, net	342			1,250		3,063			384
Debt termination expense	93			3,800		2,105			5,444
Transaction and other costs (income)	—			104		—			79
Foreign income tax adjustment	—			—		(517		)	(881		)
Gain on Sale of Building	—			—		—			(16,316		)
Tax benefit from vesting of restricted shares	(65		)	—		(2,037		)	—
Tax adjustments related to intra-entity asset transfer	—			24,728		—			24,728
Adjusted net income	$	77,531		$	99,439	$	341,655		$	362,993
Adjusted net income per share - Diluted	$	1.07		$	1.25	$	4.57		$	4.52
Weighted average number of common shares outstanding—Diluted	72,196			79,741		74,700			80,364

Tax adjustments related to intra-entity asset transfer

The primary driver leading to the difference between net income (loss) attributable to shareholders and Adjusted net income in the fourth quarter of 2018 was a one-time increase in GAAP taxes resulting from internal transfers of approximately $600.0 million of containers. These transfers were structured as taxable sales between Triton entities, and led to an increase in taxable income for Triton's U.S. entities. Triton was able to utilize a portion of its accumulated net operating losses to offset the taxable income generated by the sales, and Triton's U.S. cash taxes remained minimal in the fourth quarter of 2018. However, Triton was required to accrue taxes on the sales for GAAP purposes because the containers were sold for a value in excess of their net book value when adjusted for purchase accounting. These taxes were excluded from the calculation of Adjusted net income in the fourth quarter of 2018, and we expect the transfer to result in reduced GAAP tax accruals in future periods.

10

TRITON INTERNATIONAL LIMITED Calculation of Return on Equity (In thousands)
	Three Months Ended,						Twelve Months Ended,
	December 31, 2019			December 31, 2018			December 31, 2019			December 31, 2018
Adjusted net income	$	77,531		$	99,439		$	341,655		$	362,993
Annualized Adjusted net income (1)	307,596			394,513			341,655			362,993
Average Shareholders' equity (2)	$	2,102,608		$	2,230,590		$	2,136,109		$	2,174,714
Return on equity	14.6		%	17.7		%	16.0		%	16.7		%

(1) Annualized Adjusted net income was calculated based on calendar days per quarter.

(2) Average Shareholders' equity was calculated using the quarter's beginning and ending Shareholder's equity for the three-month ended periods, and the ending Shareholder's equity from each quarter in the current year and December 31 of the previous year for the twelve-month ended periods.

11

XML

Document and Entity Information Document	Feb. 14, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 14, 2020
Entity Registrant Name	TRITON INTERNATIONAL LIMITED
Entity Central Index Key	0001660734
Amendment Flag	false
Entity Incorporation, State or Country Code	D0
Entity File Number	001-37827
Entity Tax Identification Number	98-1276572
Entity Address, Address Line One	Victoria Place
Entity Address, Address Line Two	5th Floor, 31 Victoria Street
Entity Address, City or Town	Hamilton
Entity Address, Postal Zip Code	HM 10
Entity Address, Country	BM
City Area Code	441
Local Phone Number	294-8033
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
New York Stock Exchange | Common shares, $0.01 par value per share
Entity Information [Line Items]
Title of 12(b) Security	Common shares, $0.01 par value per share
Trading Symbol	TRTN
Security Exchange Name	NYSE
New York Stock Exchange | 8.50% Series A Cumulative Redeemable Perpetual Preference Shares
Entity Information [Line Items]
Title of 12(b) Security	8.50% Series A Cumulative Redeemable Perpetual Preference Shares
Trading Symbol	TRTN PRA
Security Exchange Name	NYSE
New York Stock Exchange | 8.00% Series B Cumulative Redeemable Perpetual Preference Shares
Entity Information [Line Items]
Title of 12(b) Security	8.00% Series B Cumulative Redeemable Perpetual Preference Shares
Trading Symbol	TRTN PRB
Security Exchange Name	NYSE
New York Stock Exchange | 7.375% Series C Cumulative Redeemable Perpetual Preference Shares
Entity Information [Line Items]
Title of 12(b) Security	7.375% Series C Cumulative Redeemable Perpetual Preference Shares
Trading Symbol	TRTN PRC
Security Exchange Name	NYSE
New York Stock Exchange | 6.875% Series D Cumulative Redeemable Perpetual Preference Shares
Entity Information [Line Items]
Title of 12(b) Security	6.875% Series D Cumulative Redeemable Perpetual Preference Shares
Trading Symbol	TRTN PRD
Security Exchange Name	NYSE