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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of Each Class
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Name of Exchange On Which Registered
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Common shares, $0.01 par value per share
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The New York Stock Exchange
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Emerging growth company
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Smaller reporting company
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Exhibit No.
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Description
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3.1
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Amended and Restated Bye-Laws of Triton International Limited, dated July 12, 2016 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed July 14, 2016)
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4.1
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Memorandum of Association of Triton International Limited, dated September 29, 2015 (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q, filed June 23, 2016)
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10.1
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Form of Indemnification Agreement (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed July 14, 2016)
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10.2
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TAL International Group, Inc. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed July 14, 2016)
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10.3
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Triton Container International Limited 2016 Equity Incentive Plan (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed July 14, 2016)
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10.4
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Triton International Limited 2016 Equity Incentive Plan (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed July 14, 2016)
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10.5
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Warburg Pincus Shareholders Agreement, as amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed July 14, 2016)
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10.6
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Vestar Shareholders Agreement, as amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed July 14, 2016)
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21.1
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***
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List of Subsidiaries
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23.1
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***
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Consent of Independent Registered Public Accounting Firm
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23.2
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*
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Consent of Independent Registered Public Accounting Firm for Amendment No. 1
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24.1
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***
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Powers of Attorney (included on the signature page to this Annual Report on Form 10-K)
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31.1
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***
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Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended
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31.2
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***
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Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended
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31.3
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*
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Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, for Amendment No. 1
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31.4
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*
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Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, for Amendement No. 1
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32.1
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***
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Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350
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32.2
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***
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Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350
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32.3
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**
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Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350 for Amendment No. 1
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32.4
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**
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Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350 for Amendment No. 1
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Exhibit No.
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Description
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101.INS
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***
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XBRL Instance Document
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101.SCH
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***
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XBRL Instance Extension Schema
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101.CAL
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***
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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***
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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***
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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***
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XBRL Taxonomy Extension Presentation Linkbase
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101.INS
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*
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XBRL Instance Document
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101.SCH
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*
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XBRL Instance Extension Schema
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101.CAL
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*
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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*
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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*
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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*
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XBRL Taxonomy Extension Presentation Linkbase
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/s/ KPMG LLP
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December 31, 2016
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ASSETS:
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Intercompany receivable from subsidiaries
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$
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151
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Investment in subsidiaries
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1,663,879
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Total assets
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$
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1,664,030
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LIABILITIES AND SHAREHOLDERS' EQUITY:
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Accounts payable and other accrued expenses
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797
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Total liabilities
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797
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Shareholders' equity:
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Common shares, $0.01 par value, 294,000,000 shares authorized, 74,376,025 issued and outstanding respectively
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744
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Undesignated shares $0.01 par value, 6,000,000 shares authorized, no shares issued and outstanding
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—
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Additional paid-in capital
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690,418
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Accumulated earnings
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945,313
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Accumulated other comprehensive income
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26,758
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Total shareholders' equity
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1,663,233
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Total liabilities and shareholders' equity
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$
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1,664,030
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Year Ended December 31, 2016
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Revenues:
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Revenues
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$
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—
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Total revenues
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—
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Operating expenses:
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Administrative expenses
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276
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Transaction costs
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10,706
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Total operating expenses
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10,982
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Operating (loss)
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(10,982
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Other expenses:
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Other (losses) from subsidiaries
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(2,535
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Total other expenses
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(2,535
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(Loss) before income taxes
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(13,517
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(Loss) tax expense
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—
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Net (loss)
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$
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(13,517
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Year Ended December 31, 2016
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Cash flows from operating activities:
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Net (loss)
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$
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(13,517
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Adjustments to reconcile net (loss) to net cash provided by operating activities:
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Net loss from subsidiaries
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2,535
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Net cash (used in) operating activities
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(10,982
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Cash flows from investing activities:
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Net cash (used in) investing activities
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—
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Cash flows from financing activities:
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Contribution from subsidiaries
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77,376
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Common share dividends paid
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(66,394
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)
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Net cash provided by financing activities
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10,982
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Net increase (decrease) in unrestricted cash and cash equivalents
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$
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—
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Cash and cash equivalents, beginning of period
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—
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Cash and cash equivalents, end of period
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$
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—
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April 27, 2017
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TRITON INTERNATIONAL LIMITED
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By:
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/s/ JOHN BURNS
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John Burns
Chief Financial Officer
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San Francisco, California
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April 27, 2017
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1.
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I have reviewed this Annual Report on Form 10-K/A (Amendment No. 1) of Triton International Limited;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15(d)-15(f) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ BRIAN M. SONDEY
Brian M. Sondey
Chairman of the Board, Director and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K/A (Amendment No. 1) of Triton International Limited;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15(d)-15(f) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ JOHN BURNS
John Burns
Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: April 27, 2017
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/s/ BRIAN M. SONDEY
Brian M. Sondey
Chairman of the Board, Director and Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: April 27, 2017
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/s/ JOHN BURNS
John Burns
Chief Financial Officer
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