|
|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Bermuda
|
|
98-1276572
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
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
|
|
Large Accelerated Filer
|
☒
|
|
|
Accelerated Filer
|
☐
|
|
|
Non-accelerated filer
|
☐
|
|
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
|
DOCUMENTS INCORPORATED BY REFERENCE
|
|
Part of Form 10-K
|
Document Incorporated by Reference
|
Part III, Items 10, 11, 12, 13, and 14
|
Portion of the Registrant's proxy statement to be filed in connection with the Annual Meeting of Shareholders of the Registrant to be held on April 21, 2020.
|
|
|
|
Page No.
|
•
|
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;
|
•
|
customers' decisions to buy rather than lease containers;
|
•
|
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 Triton's businesses;
|
•
|
decreases in demand for international trade;
|
•
|
disruption to Triton's operations resulting from 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 Triton's operations from failure of, or attacks on, Triton's information technology systems;
|
•
|
disruption to Triton's operations as a result of natural disasters;
|
•
|
compliance with laws and regulations related to economic and trade sanctions, security, anti-terrorism, environmental protection and corruption;
|
•
|
ability to obtain sufficient capital to support growth;
|
•
|
restrictions imposed by the terms of Triton's debt agreements;
|
•
|
the phase-out of the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with an alternative reference rate, which may adversely affect interest rates;
|
•
|
changes in the tax laws in Bermuda, the United States and other countries; and
|
•
|
other risks and uncertainties, including those listed under the caption "Risk Factors."
|
•
|
Dry Containers. A dry container is a steel constructed box with a set of doors on one end. Dry containers come in lengths of 20, 40 or 45 feet. They are 8 feet wide, and either 8½ or 9½ feet tall. Dry containers are the least expensive and most widely used type of intermodal container and are used to carry general cargo such as manufactured component parts, consumer staples, electronics and apparel.
|
•
|
Refrigerated Containers. Refrigerated containers include an integrated cooling machine and an insulated container. Refrigerated containers come in lengths of 20 or 40 feet. They are 8 feet wide, and are either 8½ or 9½ feet tall. These containers are typically used to carry perishable cargo such as fresh and frozen produce.
|
•
|
Special Containers. Most of our special containers are open top and flat rack containers. Open top containers come in similar sizes as dry containers, but do not have a fixed roof. Flat rack containers come in varying sizes and are steel platforms with folding ends and no fixed sides. Open top and flat rack containers are generally used to move heavy or bulky cargos, such as marble slabs, steel coils or factory components, that cannot be easily loaded on a fork lift through the doors of a standard container.
|
•
|
Tank Containers. Tank containers are stainless steel cylindrical tanks enclosed in rectangular steel frames with the same outside dimensions as 20 foot dry containers. These containers carry bulk liquids such as chemicals.
|
•
|
Chassis. An intermodal chassis is a rectangular, wheeled steel frame, generally 23½, 40 or 45 feet in length, built specifically for the purpose of transporting intermodal containers over the road. Longer sized chassis, designed to solely accommodate rail containers, can be up to 53 feet in length. When mounted on a chassis, the container may be trucked either to its destination or to a railroad terminal for loading onto a rail car. Our chassis are primarily used in the United States.
|
•
|
Operating Flexibility. The timing, location and daily volume of cargo movements for a shipping line are often unpredictable. Leasing containers and chassis helps our customers manage this uncertainty and minimizes the requirement for large inventory buffers by allowing them to pick-up leased equipment on short notice.
|
•
|
Fleet Size and Mix Flexibility. The drop-off flexibility included in container and chassis operating leases allows our customers to more quickly adjust the size of their fleets and the mix of container types in their fleets as their trade volumes and patterns change due to seasonality, market changes or changes in company strategies.
|
•
|
Alternative Source of Financing. Container and chassis leases provide an additional source of equipment financing to help our customers manage the high level of investment required to maintain pace with the growth of the asset intensive container shipping industry.
|
Lease Portfolio
|
|
December 31, 2019
|
|
Long-term leases
|
|
69.5
|
%
|
Finance leases
|
|
6.8
|
|
Service leases
|
|
7.8
|
|
Expired long-term leases (units on-hire)
|
|
15.9
|
|
Total
|
|
100.0
|
%
|
•
|
Equipment leasing—Our equipment leasing operations include the acquisition, leasing, re-leasing and ultimate sale of multiple types of intermodal transportation equipment, primarily intermodal containers.
|
•
|
Equipment trading—We purchase containers from shipping line customers, and other sellers of containers, and resell these containers to container retailers and users of containers for storage or one-way shipment.
|
•
|
the available supply and prices of new and used containers;
|
•
|
changes in economic conditions, the operating efficiency of customers and competitive pressures in the shipping industry;
|
•
|
the availability and terms of equipment financing for customers;
|
•
|
fluctuations in interest rates and foreign currency values;
|
•
|
import/export tariffs and restrictions, and customs procedures;
|
•
|
foreign exchange controls; and
|
•
|
other governmental regulations and political or economic factors that are inherently unpredictable and may be beyond our control.
|
•
|
making it more difficult for us to satisfy our obligations with respect to our debt facilities. Any failure to comply with such obligations, including a failure to make timely interest or principal payments, or a breach of financial or other restrictive covenants, could result in an event of default under the agreements governing such indebtedness, which could lead to, among other things, an acceleration of our indebtedness or foreclosure on the assets securing our indebtedness and which could have a material adverse effect on our business, financial condition, future prospects and solvency;
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to make payments on our debt, thereby reducing funds available for operations, capital expenditures, future business opportunities and other purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
limiting our ability to borrow additional funds, or to sell assets to raise funds, if needed, for working capital, capital expenditures, acquisitions or other purposes;
|
•
|
making it difficult for us to pay dividends on our common and preferred shares;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions, including changes in interest rates; and
|
•
|
placing us at a competitive disadvantage compared to our competitors having less debt.
|
•
|
incur additional indebtedness;
|
•
|
pay dividends on or redeem or repurchase our shares;
|
•
|
issue additional share capital;
|
•
|
make loans and investments;
|
•
|
create liens;
|
•
|
sell certain assets or merge with or into other companies;
|
•
|
enter into certain transactions with our shareholders and affiliates;
|
•
|
cause our subsidiaries to make dividends, distributions and other payments to us; and
|
•
|
otherwise conduct necessary corporate activities.
|
•
|
regional or local economic downturns;
|
•
|
changes in governmental policy or regulation;
|
•
|
domestic and foreign customs and tariffs, import and export duties and quotas;
|
•
|
restrictions on the transfer of funds into or out of countries in which we operate;
|
•
|
compliance with U.S. Treasury and EU sanctions regulations restricting doing business with certain nations or specially designated nationals;
|
•
|
international incidents;
|
•
|
military conflicts;
|
•
|
government instability;
|
•
|
nationalization of foreign assets;
|
•
|
government protectionism;
|
•
|
compliance with export controls, including those of the U.S. Department of Commerce;
|
•
|
compliance with import procedures and controls, including those of the U.S. Department of Homeland Security;
|
•
|
potentially negative consequences from changes in tax laws;
|
•
|
requirements relating to withholding taxes on remittances and other payments by subsidiaries and customers;
|
•
|
labor or other disruptions at key ports or at manufacturing facilities of our suppliers;
|
•
|
difficulty in staffing and managing widespread operations;
|
•
|
difficulty in registering intellectual property or inadequate intellectual property protection in foreign jurisdictions; and
|
•
|
restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions.
|
•
|
75% or more of the our gross income in a taxable year is passive income; or
|
•
|
the average percentage of our assets (which includes cash) by value in a taxable year which produce or are held for the production of passive income is at least 50%.
|
•
|
broad market and industry factors, including global and political instability, trade actions, and interest rate and currency changes;
|
•
|
variations in our financial results;
|
•
|
changes in financial estimates or investment recommendations by securities analysts following our business;
|
•
|
the public's response to our press releases, other public announcements and filings with the SEC;
|
•
|
changes in accounting standards, policies, guidance or interpretations or principles;
|
•
|
future sales of common shares by our directors, officers and significant shareholders;
|
•
|
announcements of technological innovations or enhanced or new products by us or our competitors;
|
•
|
the failure to achieve operating results consistent with securities analysts' projections;
|
•
|
the operating and stock price performance of other companies that investors may deem comparable to us;
|
•
|
changes in our dividend policy and share repurchase programs;
|
•
|
fluctuations in the worldwide equity markets;
|
•
|
recruitment or departure of key personnel;
|
•
|
failure to timely address changing customer preferences; and
|
•
|
other events or factors, including those resulting from, the perceived or actual threat of impending natural disasters, coups, terrorism, war, or other armed conflict, as well as the actual occurrence of such events or responses to such events.
|
|
Issuer Purchases of Common Shares(1)
|
|||||||||
Period
|
Total number of shares purchased
|
Average price paid per share
|
Total number of shares purchased as part of publicly announced plan
|
Approximate dollar value of shares that may yet be purchased under the plan (in thousands)
|
||||||
October 1, 2019 through October 31, 2019
|
300,483
|
|
$
|
33.90
|
|
300,483
|
|
$
|
84,654
|
|
November 1, 2019 through November 30, 2019
|
—
|
|
$
|
—
|
|
—
|
|
$
|
84,654
|
|
December 1, 2019 through December 31, 2019
|
28,551
|
|
$
|
37.91
|
|
28,551
|
|
$
|
83,571
|
|
Total
|
329,034
|
|
$
|
34.25
|
|
329,034
|
|
$
|
83,571
|
|
(1)
|
On April 25, 2019, the Company's Board of Directors authorized a new $200.0 million repurchase program replacing the previous authorization. The share repurchase authorization will terminate upon completing repurchases of $200.0 million of common shares unless terminated earlier by the Board.
|
|
Base Period as of
|
|
INDEXED RETURNS FOR THE YEARS ENDED
|
||||||
Company / Index
|
July 13, 2016
|
|
December 31, 2016
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2019
|
Triton International Limited
|
$100.00
|
|
$105.49
|
|
$264.66
|
|
$232.76
|
|
$320.75
|
S&P 500 Index
|
$100.00
|
|
$105.06
|
|
$127.99
|
|
$122.38
|
|
$160.91
|
Russell 2000 Index
|
$100.00
|
|
$113.77
|
|
$130.43
|
|
$116.07
|
|
$145.69
|
|
Year Ended December 31,
(In thousands, except per share data)
|
||||||||||||||||||
Statements of Operations Data:
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Leasing revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating leases
|
$
|
1,307,218
|
|
|
$
|
1,328,756
|
|
|
$
|
1,141,165
|
|
|
$
|
813,357
|
|
|
$
|
699,810
|
|
Finance leases
|
40,051
|
|
|
21,547
|
|
|
22,352
|
|
|
15,337
|
|
|
8,029
|
|
|||||
Total leasing revenues
|
1,347,269
|
|
|
1,350,303
|
|
|
1,163,517
|
|
|
828,694
|
|
|
707,839
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equipment trading revenues(1)
|
83,993
|
|
|
83,039
|
|
|
37,419
|
|
|
16,418
|
|
|
—
|
|
|||||
Equipment trading expenses(1)
|
(69,485
|
)
|
|
(64,118
|
)
|
|
(33,235
|
)
|
|
(15,800
|
)
|
|
—
|
|
|||||
Trading margin
|
14,508
|
|
|
18,921
|
|
|
4,184
|
|
|
618
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net gain (loss) on sale of leasing equipment
|
27,041
|
|
|
35,377
|
|
|
35,812
|
|
|
(20,347
|
)
|
|
2,013
|
|
|||||
Net gain (loss) on sale of building
|
—
|
|
|
20,953
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
536,131
|
|
|
545,138
|
|
|
500,720
|
|
|
392,592
|
|
|
300,470
|
|
|||||
Direct operating expenses
|
79,074
|
|
|
48,326
|
|
|
62,891
|
|
|
84,256
|
|
|
54,440
|
|
|||||
Administrative expenses
|
75,867
|
|
|
80,033
|
|
|
87,609
|
|
|
65,618
|
|
|
53,435
|
|
|||||
Transaction and other costs(2)
|
—
|
|
|
88
|
|
|
9,272
|
|
|
66,916
|
|
|
22,185
|
|
|||||
Provision (reversal) for doubtful accounts
|
590
|
|
|
(231
|
)
|
|
3,347
|
|
|
23,304
|
|
|
(2,156
|
)
|
|||||
Insurance recovery income
|
—
|
|
|
—
|
|
|
(6,764
|
)
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
691,662
|
|
|
673,354
|
|
|
657,075
|
|
|
632,686
|
|
|
428,374
|
|
|||||
Operating income
|
697,156
|
|
|
752,200
|
|
|
546,438
|
|
|
176,279
|
|
|
281,478
|
|
|||||
Other expenses (income):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and debt expense
|
316,170
|
|
|
322,731
|
|
|
282,347
|
|
|
184,014
|
|
|
140,644
|
|
|||||
Realized (gain) loss on derivative instruments, net
|
(2,237
|
)
|
|
(2,072
|
)
|
|
900
|
|
|
3,438
|
|
|
5,496
|
|
|||||
Unrealized (gain) loss on derivative instruments, net(3)
|
3,107
|
|
|
430
|
|
|
(1,397
|
)
|
|
(4,405
|
)
|
|
2,240
|
|
|||||
Debt termination expense
|
2,543
|
|
|
6,090
|
|
|
6,973
|
|
|
141
|
|
|
1,170
|
|
|||||
Other (income) expense, net
|
(3,257
|
)
|
|
(2,292
|
)
|
|
(2,637
|
)
|
|
(1,076
|
)
|
|
211
|
|
|||||
Total other expenses
|
316,326
|
|
|
324,887
|
|
|
286,186
|
|
|
182,112
|
|
|
149,761
|
|
|||||
Income (loss) before income taxes
|
380,830
|
|
|
427,313
|
|
|
260,252
|
|
|
(5,833
|
)
|
|
131,717
|
|
|||||
Income tax expense (benefit)
|
27,551
|
|
|
70,641
|
|
|
(93,274
|
)
|
|
(48
|
)
|
|
4,048
|
|
|||||
Net income (loss)
|
$
|
353,279
|
|
|
$
|
356,672
|
|
|
$
|
353,526
|
|
|
$
|
(5,785
|
)
|
|
$
|
127,669
|
|
Less: income attributable to noncontrolling interest
|
592
|
|
|
7,117
|
|
|
8,928
|
|
|
7,732
|
|
|
16,580
|
|
|||||
Less: dividend on preferred shares
|
13,646
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to shareholders
|
$
|
339,041
|
|
|
$
|
349,555
|
|
|
$
|
344,598
|
|
|
$
|
(13,517
|
)
|
|
$
|
111,089
|
|
Earnings Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per common share—Basic
|
$
|
4.57
|
|
|
$
|
4.38
|
|
|
$
|
4.55
|
|
|
$
|
(0.24
|
)
|
|
$
|
2.75
|
|
Net income (loss) per common share—Diluted
|
$
|
4.54
|
|
|
$
|
4.35
|
|
|
$
|
4.52
|
|
|
$
|
(0.24
|
)
|
|
$
|
2.71
|
|
Weighted average common shares and non-voting common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
74,190
|
|
|
79,782
|
|
|
75,679
|
|
|
56,032
|
|
|
40,429
|
|
|||||
Diluted
|
74,700
|
|
|
80,364
|
|
|
76,188
|
|
|
56,032
|
|
|
40,932
|
|
|||||
Cash dividends paid per common share
|
$
|
2.08
|
|
|
$
|
2.01
|
|
|
$
|
1.80
|
|
|
$
|
1.35
|
|
|
$
|
—
|
|
(1)
|
Triton acquired the Equipment trading segment as part of the Merger on July 12, 2016 and had no such reporting segment prior to that date.
|
(2)
|
Includes retention and stock compensation expense pursuant to the Merger and the plans established as part of TCIL's 2011 re-capitalization.
|
(3)
|
Unrealized (gains) losses on derivative instruments, net are primarily due to changes in interest rates, and reflect changes in the fair value of interest rate swaps not designated as cash flow hedges.
|
|
As of December 31,
(In thousands) |
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Balance Sheet Data (end of period):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents (including restricted cash)
|
$
|
168,972
|
|
|
$
|
159,539
|
|
|
$
|
226,171
|
|
|
$
|
163,492
|
|
|
$
|
79,264
|
|
Accounts receivable, net
|
210,697
|
|
|
264,382
|
|
|
199,876
|
|
|
173,585
|
|
|
110,970
|
|
|||||
Revenue earning assets, net
|
8,920,393
|
|
|
9,467,969
|
|
|
8,703,570
|
|
|
7,817,192
|
|
|
4,428,699
|
|
|||||
Total assets
|
9,642,633
|
|
|
10,270,013
|
|
|
9,577,625
|
|
|
8,713,571
|
|
|
4,658,997
|
|
|||||
Debt, net of unamortized debt costs
|
6,631,525
|
|
|
7,529,432
|
|
|
6,911,725
|
|
|
6,353,449
|
|
|
3,166,903
|
|
|||||
Shareholders' equity
|
2,532,237
|
|
|
2,203,696
|
|
|
2,076,284
|
|
|
1,663,233
|
|
|
1,217,329
|
|
|||||
Noncontrolling interests(1)
|
—
|
|
|
121,513
|
|
|
133,542
|
|
|
143,504
|
|
|
160,504
|
|
|||||
Total equity (including noncontrolling interests)
|
2,532,237
|
|
|
2,325,209
|
|
|
2,209,826
|
|
|
1,806,737
|
|
|
1,377,833
|
|
|||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
240,170
|
|
|
1,603,507
|
|
|
1,562,863
|
|
|
629,332
|
|
|
398,799
|
|
|||||
Proceeds from sale of equipment, net of selling costs
|
217,296
|
|
|
163,256
|
|
|
190,744
|
|
|
145,572
|
|
|
171,719
|
|
(1)
|
The Company acquired all of the remaining third-party partnership interests in Triton Container Investments LLC during 2019.
|
•
|
Equipment leasing - we own, lease and ultimately dispose of containers and chassis from our lease fleet.
|
•
|
Equipment trading - we purchase containers from shipping line customers, and other sellers of containers, and resell these containers to container retailers and users of containers for storage or one-way shipment.
|
|
Equipment Fleet in Units
|
|
Equipment Fleet in TEU
|
||||||||||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Dry
|
3,267,624
|
|
|
3,340,946
|
|
|
3,077,144
|
|
|
5,369,377
|
|
|
5,476,406
|
|
|
5,000,043
|
|
Refrigerated
|
225,520
|
|
|
228,778
|
|
|
218,429
|
|
|
435,148
|
|
|
440,781
|
|
|
419,673
|
|
Special
|
94,453
|
|
|
93,900
|
|
|
89,066
|
|
|
171,437
|
|
|
169,614
|
|
|
159,172
|
|
Tank
|
12,485
|
|
|
12,509
|
|
|
12,124
|
|
|
12,485
|
|
|
12,509
|
|
|
12,124
|
|
Chassis
|
24,515
|
|
|
24,832
|
|
|
22,523
|
|
|
45,154
|
|
|
45,787
|
|
|
41,068
|
|
Equipment leasing fleet
|
3,624,597
|
|
|
3,700,965
|
|
|
3,419,286
|
|
|
6,033,601
|
|
|
6,145,097
|
|
|
5,632,080
|
|
Equipment trading fleet
|
17,906
|
|
|
13,138
|
|
|
10,510
|
|
|
27,121
|
|
|
21,361
|
|
|
16,907
|
|
Total
|
3,642,503
|
|
|
3,714,103
|
|
|
3,429,796
|
|
|
6,060,722
|
|
|
6,166,458
|
|
|
5,648,987
|
|
|
Equipment Fleet in CEU(1)
|
|||||||
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|||
Operating Leases
|
6,434,434
|
|
|
6,532,172
|
|
|
6,165,649
|
|
Finance Leases
|
423,638
|
|
|
442,585
|
|
|
286,970
|
|
Equipment trading fleet
|
37,232
|
|
|
39,008
|
|
|
40,891
|
|
Total
|
6,895,304
|
|
|
7,013,765
|
|
|
6,493,510
|
|
(1)
|
In the equipment fleet tables above, we have included total fleet count information based on CEU. CEU is a ratio used to convert the actual number of containers in our fleet to a figure based on the relative purchase prices of our various equipment types to that of a 20-foot dry container. For example, the CEU ratio for a 40-foot high cube dry container is 1.70, and a 40-foot high cube refrigerated container is 7.50. These factors may differ slightly from CEU ratios used by others in the industry.
|
Equipment Type
|
Percentage of
total fleet in units |
|
Percent of total fleet in CEU
|
||
Dry
|
89.7
|
%
|
|
68.5
|
%
|
Refrigerated
|
6.2
|
|
|
24.2
|
|
Special
|
2.6
|
|
|
3.5
|
|
Tank
|
0.3
|
|
|
1.4
|
|
Chassis
|
0.7
|
|
|
1.9
|
|
Equipment leasing fleet
|
99.5
|
|
|
99.5
|
|
Equipment trading fleet
|
0.5
|
|
|
0.5
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
•
|
Long-term leases typically have initial contractual terms ranging from three to eight years and provide us with stable cash flow and low transaction costs by requiring customers to maintain specific units on-hire for the duration of the lease.
|
•
|
Finance leases are typically structured as full payout leases and provide for a predictable recurring revenue stream with the lowest cost to the customer as customers are generally required to retain the equipment for the duration of its useful life.
|
•
|
Service leases command a premium per diem rate in exchange for providing customers with greater operational flexibility by allowing non-scheduled pick-up and drop-off of units during the lease term.
|
Lease Portfolio
|
December 31,
2019 |
|
December 31,
2018 |
|
December 31,
2017 |
|||
Long-term leases
|
69.5
|
%
|
|
66.7
|
%
|
|
71.3
|
%
|
Finance leases
|
6.8
|
|
|
6.7
|
|
|
4.7
|
|
Service leases
|
7.8
|
|
|
11.8
|
|
|
14.8
|
|
Expired long-term leases (units on-hire)
|
15.9
|
|
|
14.8
|
|
|
9.2
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Year Ended December 31,
|
|
Quarter Ended
|
|||||||||||
Average Utilization
|
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
||||||
2019
|
|
96.9
|
%
|
|
95.8
|
%
|
|
96.7
|
%
|
|
97.2
|
%
|
|
97.7
|
%
|
2018
|
|
98.6
|
%
|
|
98.3
|
%
|
|
98.8
|
%
|
|
98.8
|
%
|
|
98.8
|
%
|
2017
|
|
97.1
|
%
|
|
98.4
|
%
|
|
97.8
|
%
|
|
96.6
|
%
|
|
95.4
|
%
|
|
|
Quarter Ended
|
||||||
Ending Utilization
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
2019
|
|
95.4%
|
|
96.4%
|
|
97.1%
|
|
97.4%
|
2018
|
|
97.9%
|
|
98.7%
|
|
98.8%
|
|
98.8%
|
2017
|
|
98.7%
|
|
98.2%
|
|
97.3%
|
|
95.9%
|
(1)
|
Utilization is computed by dividing our 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.
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
||
Institutional notes
|
$
|
1,957.6
|
|
|
$
|
2,198.2
|
|
Asset-backed securitization term notes
|
2,719.2
|
|
|
3,063.8
|
|
||
Term loan facilities
|
1,200.4
|
|
|
1,543.4
|
|
||
Asset-backed securitization warehouse
|
370.0
|
|
|
340.0
|
|
||
Revolving credit facilities
|
410.0
|
|
|
375.0
|
|
||
Finance lease obligations
|
27.0
|
|
|
75.5
|
|
||
Total debt outstanding
|
$
|
6,684.2
|
|
|
$
|
7,595.9
|
|
Unamortized debt costs
|
(39.8
|
)
|
|
(44.9
|
)
|
||
Unamortized debt premiums & discounts
|
(4.1
|
)
|
|
(5.3
|
)
|
||
Unamortized fair value debt adjustment
|
(8.8
|
)
|
|
(16.3
|
)
|
||
Debt, net of unamortized costs
|
$
|
6,631.5
|
|
|
$
|
7,529.4
|
|
|
|
TCIL
|
|
TAL
|
||||
Financial Covenant
|
|
Covenant
|
|
Actual
|
|
Covenant
|
|
Actual
|
Fixed charge coverage ratio
|
|
Shall not be less than 1.25:1
|
|
2.76:1
|
|
Shall not be less than 1.10:1
|
|
2.21:1
|
Minimum net worth
|
|
Shall not be less than $855 million
|
|
$2,105.3 million
|
|
Shall not be less than $500 million
|
|
$881.7 million
|
Leverage ratio
|
|
Shall not exceed 4.0:1
|
|
1.87:1
|
|
Shall not exceed 4.75:1
|
|
2.30:1
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by (used in) operating activities
|
$
|
1,061,906
|
|
|
$
|
994,222
|
|
|
$
|
867,468
|
|
Net cash provided by (used in) investing activities
|
$
|
(23,720
|
)
|
|
$
|
(1,412,781
|
)
|
|
$
|
(1,372,064
|
)
|
Net cash provided by (used in) financing activities
|
$
|
(1,028,753
|
)
|
|
$
|
351,927
|
|
|
$
|
567,275
|
|
|
Year Ended December 31,
|
|
Variance
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||||
Leasing revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating leases
|
$
|
1,307,218
|
|
|
$
|
1,328,756
|
|
|
$
|
1,141,165
|
|
|
$
|
(21,538
|
)
|
|
$
|
187,591
|
|
Finance leases
|
40,051
|
|
|
21,547
|
|
|
22,352
|
|
|
18,504
|
|
|
(805
|
)
|
|||||
Total leasing revenues
|
1,347,269
|
|
|
1,350,303
|
|
|
1,163,517
|
|
|
(3,034
|
)
|
|
186,786
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equipment trading revenues
|
83,993
|
|
|
83,039
|
|
|
37,419
|
|
|
954
|
|
|
45,620
|
|
|||||
Equipment trading expenses
|
(69,485
|
)
|
|
(64,118
|
)
|
|
(33,235
|
)
|
|
(5,367
|
)
|
|
(30,883
|
)
|
|||||
Trading margin
|
14,508
|
|
|
18,921
|
|
|
4,184
|
|
|
(4,413
|
)
|
|
14,737
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net gain (loss) on sale of leasing equipment
|
27,041
|
|
|
35,377
|
|
|
35,812
|
|
|
(8,336
|
)
|
|
(435
|
)
|
|||||
Net gain (loss) on sale of building
|
—
|
|
|
20,953
|
|
|
—
|
|
|
(20,953
|
)
|
|
20,953
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization
|
536,131
|
|
|
545,138
|
|
|
500,720
|
|
|
(9,007
|
)
|
|
44,418
|
|
|||||
Direct operating expenses
|
79,074
|
|
|
48,326
|
|
|
62,891
|
|
|
30,748
|
|
|
(14,565
|
)
|
|||||
Administrative expenses
|
75,867
|
|
|
80,033
|
|
|
87,609
|
|
|
(4,166
|
)
|
|
(7,576
|
)
|
|||||
Transaction and other costs (income)
|
—
|
|
|
88
|
|
|
9,272
|
|
|
(88
|
)
|
|
(9,184
|
)
|
|||||
Provision (reversal) for doubtful accounts
|
590
|
|
|
(231
|
)
|
|
3,347
|
|
|
821
|
|
|
(3,578
|
)
|
|||||
Insurance recovery income
|
—
|
|
|
—
|
|
|
(6,764
|
)
|
|
—
|
|
|
6,764
|
|
|||||
Total operating expenses
|
691,662
|
|
|
673,354
|
|
|
657,075
|
|
|
18,308
|
|
|
16,279
|
|
|||||
Operating income (loss)
|
697,156
|
|
|
752,200
|
|
|
546,438
|
|
|
(55,044
|
)
|
|
205,762
|
|
|||||
Other expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and debt expense
|
316,170
|
|
|
322,731
|
|
|
282,347
|
|
|
(6,561
|
)
|
|
40,384
|
|
|||||
Realized (gain) loss on derivative instruments, net
|
(2,237
|
)
|
|
(2,072
|
)
|
|
900
|
|
|
(165
|
)
|
|
(2,972
|
)
|
|||||
Unrealized (gain) loss on derivative instruments, net
|
3,107
|
|
|
430
|
|
|
(1,397
|
)
|
|
2,677
|
|
|
1,827
|
|
|||||
Debt termination expense
|
2,543
|
|
|
6,090
|
|
|
6,973
|
|
|
(3,547
|
)
|
|
(883
|
)
|
|||||
Other (income) expense, net
|
(3,257
|
)
|
|
(2,292
|
)
|
|
(2,637
|
)
|
|
(965
|
)
|
|
345
|
|
|||||
Total other expenses
|
316,326
|
|
|
324,887
|
|
|
286,186
|
|
|
(8,561
|
)
|
|
38,701
|
|
|||||
Income (loss) before income taxes
|
380,830
|
|
|
427,313
|
|
|
260,252
|
|
|
(46,483
|
)
|
|
167,061
|
|
|||||
Income tax expense (benefit)
|
27,551
|
|
|
70,641
|
|
|
(93,274
|
)
|
|
(43,090
|
)
|
|
163,915
|
|
|||||
Net income (loss)
|
$
|
353,279
|
|
|
$
|
356,672
|
|
|
$
|
353,526
|
|
|
$
|
(3,393
|
)
|
|
$
|
3,146
|
|
Less: income (loss) attributable to noncontrolling interest
|
592
|
|
|
7,117
|
|
|
8,928
|
|
|
(6,525
|
)
|
|
(1,811
|
)
|
|||||
Less: dividend on preferred shares
|
13,646
|
|
|
—
|
|
|
—
|
|
|
13,646
|
|
|
—
|
|
|||||
Net income (loss) attributable to common shareholders
|
$
|
339,041
|
|
|
$
|
349,555
|
|
|
$
|
344,598
|
|
|
$
|
(10,514
|
)
|
|
$
|
4,957
|
|
|
Year Ended December 31,
|
|
|
||||||||
Leasing revenues
|
2019
|
|
2018
|
|
Variance
|
||||||
Operating lease revenues:
|
|
|
|
|
|
||||||
Per diem revenues
|
$
|
1,244,297
|
|
|
$
|
1,278,354
|
|
|
$
|
(34,057
|
)
|
Fee and ancillary revenues
|
62,921
|
|
|
50,402
|
|
|
12,519
|
|
|||
Total operating lease revenues
|
1,307,218
|
|
|
1,328,756
|
|
|
(21,538
|
)
|
|||
Finance lease revenues
|
40,051
|
|
|
21,547
|
|
|
18,504
|
|
|||
Total leasing revenues
|
$
|
1,347,269
|
|
|
$
|
1,350,303
|
|
|
$
|
(3,034
|
)
|
•
|
$32.7 million decrease due to the reclassification of certain contracts from operating leases to finance leases in the fourth quarter of 2018 as a result of the renegotiation and extension of the contracts;
|
•
|
$21.4 million decrease due to a decrease in average CEU per diem rates; and
|
•
|
$4.6 million decrease due to a decline in average units on-hire during the year; partially offset by
|
•
|
$24.7 million increase due to a decrease in lease intangible amortization.
|
•
|
$17.7 million decrease due to the reclassification of certain contracts from operating leases to finance leases in the fourth quarter of 2018 as a result of the renegotiation and extension of the contracts; and
|
•
|
$16.9 million decrease due to an increase in the number of containers that are fully depreciated; partially offset by a
|
•
|
$26.7 million increase due to a net increase in the average size of our depreciable fleet.
|
•
|
$20.5 million increase in storage expense due to an increase in idle units; and
|
•
|
$8.6 million increase in repair and handling expense due to an increase in the volume of redeliveries.
|
•
|
$2.5 million decrease due to a decrease in employee incentive compensation; and
|
•
|
$2.0 million decrease due to a decrease in professional fees.
|
•
|
$5.8 million decrease due to a reduction in the average effective interest rate to 4.31% in 2019 compared to 4.39% in 2018; and
|
•
|
$0.7 million decrease due to a slight reduction in the average debt balance outstanding.
|
•
|
$24.7 million decrease related to a taxable gain in 2018 from a U.S. entity to foreign entity intra-company asset sale that did not re-occur in 2019;
|
•
|
$8.9 million decrease due to an increase in the portion of income generated in lower tax jurisdictions during 2019; and
|
•
|
$4.7 million decrease due to a decrease in pre-tax income.
|
|
Year Ended December 31,
|
|
|
||||||||
Leasing revenues
|
2018
|
|
2017
|
|
Variance
|
||||||
Operating lease revenues:
|
|
|
|
|
|
||||||
Per diem revenues
|
$
|
1,278,354
|
|
|
$
|
1,100,507
|
|
|
$
|
177,847
|
|
Fee and ancillary revenues
|
50,402
|
|
|
40,658
|
|
|
9,744
|
|
|||
Total operating lease revenues
|
1,328,756
|
|
|
1,141,165
|
|
|
187,591
|
|
|||
Finance lease revenues
|
21,547
|
|
|
22,352
|
|
|
(805
|
)
|
|||
Total leasing revenues
|
$
|
1,350,303
|
|
|
$
|
1,163,517
|
|
|
$
|
186,786
|
|
•
|
$133.4 million increase due to an increase of 650,140 CEU in the average number of containers on-hire under operating leases;
|
•
|
$23.9 million increase due to an increase in average CEU per diem rates;
|
•
|
$27.1 million increase due to reduced lease intangible amortization; partially offset by
|
•
|
$6.6 million decrease due to the reclassification of certain contracts from operating leases to finance leases in the fourth quarter of 2018 as a result of the renegotiation and extension of the contracts.
|
•
|
$11.3 million increase due to an increase in trading volume; and
|
•
|
$3.4 million increase due to an increase in per unit margin.
|
•
|
$66.6 million increase due to a net increase in the size of our depreciable fleet; partially offset by a
|
•
|
$13.6 million decrease due to an increase in the number of containers that are fully depreciated;
|
•
|
$5.8 million decrease due to an increase in other fully depreciated assets; and
|
•
|
$3.5 million decrease due to the reclassification of certain contracts from operating leases to finance leases in the fourth quarter of 2018 as a result of the renegotiation and extension of the contracts.
|
•
|
$15.4 million decrease due to a decrease in storage, handling, and repositioning costs due to a decrease in the average number of our containers that were off-hire during the year;
|
•
|
$1.5 million decrease due to a decrease in inspection costs due to less new equipment purchases; partially offset by a
|
•
|
$2.2 million increase due to an increase in repair costs as a result of an increase in the volume of redeliveries in the fourth quarter of 2018.
|
•
|
$22.3 million increase due to an increase in the average debt balance of $531.0 million during 2018 compared to 2017; and
|
•
|
$18.1 million increase due to an increase in the average effective interest rate to 4.39% in 2018 compared to 4.14% in 2017. The increase in the effective interest rate was primarily due to an increase in short-term interest rates on our unhedged variable-rate debt facilities.
|
•
|
$24.7 million increase related to a U.S. entity to foreign entity intra-company asset sale; and
|
•
|
$139.4 million increase due to a one-time tax benefit recorded in 2017 that did not reoccur. The one-time benefit in 2017 reflected a decrease in our deferred tax liability resulting from the reduction of the U.S. corporate tax rate from 35% to 21% as part of the U.S. Tax Cuts and Jobs Act.
|
|
Contractual Obligations by Period
|
||||||||||||||||||||||||||
Contractual Obligations:
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025 and thereafter
|
||||||||||||||
|
(dollars in millions)
|
||||||||||||||||||||||||||
Principal debt obligations
|
$
|
6,657.1
|
|
|
$
|
822.5
|
|
|
$
|
827.1
|
|
|
$
|
1,048.9
|
|
|
$
|
1,638.1
|
|
|
$
|
1,052.2
|
|
|
$
|
1,268.3
|
|
Interest on debt obligations(1)
|
955.4
|
|
|
255.1
|
|
|
220.6
|
|
|
183.0
|
|
|
141.7
|
|
|
78.0
|
|
|
77.0
|
|
|||||||
Finance lease obligations(2)
|
30.7
|
|
|
4.4
|
|
|
4.4
|
|
|
4.4
|
|
|
4.4
|
|
|
13.1
|
|
|
—
|
|
|||||||
Operating leases (mainly facilities)
|
9.9
|
|
|
3.3
|
|
|
2.8
|
|
|
2.3
|
|
|
1.4
|
|
|
0.1
|
|
|
—
|
|
|||||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equipment purchases payable
|
24.7
|
|
|
24.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Equipment purchase commitments
|
42.7
|
|
|
42.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
$
|
7,720.5
|
|
|
$
|
1,152.7
|
|
|
$
|
1,054.9
|
|
|
$
|
1,238.6
|
|
|
$
|
1,785.6
|
|
|
$
|
1,143.4
|
|
|
$
|
1,345.3
|
|
(1)
|
Amounts include actual interest for fixed debt, estimated interest for floating-rate debt and interest rate swaps which are in a payable position based on December 31, 2019 rates.
|
(2)
|
Amounts include interest.
|
|
As of December 31, 2019 and 2018
|
||||
Equipment Type
|
Depreciable Life
|
|
Residual Value
|
||
Dry containers
|
|
|
|
||
20-foot dry container
|
13 years
|
|
$
|
1,000
|
|
40-foot dry container
|
13 years
|
|
$
|
1,200
|
|
40-foot high cube dry container
|
13 years
|
|
$
|
1,400
|
|
Refrigerated containers
|
|
|
|
||
20-foot refrigerated container
|
12 years
|
|
$
|
2,350
|
|
40-foot high cube refrigerated container
|
12 years
|
|
$
|
3,350
|
|
Special containers
|
|
|
|
||
40-foot flat rack container
|
16 years
|
|
$
|
1,700
|
|
40-foot open top container
|
16 years
|
|
$
|
2,300
|
|
Tank containers
|
20 years
|
|
$
|
3,000
|
|
Chassis
|
20 years
|
|
$
|
1,200
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Dry container
|
|
$
|
6,308,038
|
|
|
$
|
6,666,560
|
|
Refrigerated container
|
|
1,520,747
|
|
|
1,676,331
|
|
||
Special container
|
|
321,099
|
|
|
322,607
|
|
||
Tank container
|
|
101,677
|
|
|
107,284
|
|
||
Chassis
|
|
140,986
|
|
|
150,669
|
|
||
Total
|
|
$
|
8,392,547
|
|
|
$
|
8,923,451
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Impairment (loss) reversal on equipment held for sale
|
$
|
(5,299
|
)
|
|
$
|
(3,933
|
)
|
|
$
|
3
|
|
Gain (loss) on sale of equipment, net of selling costs
|
32,340
|
|
|
39,310
|
|
|
35,809
|
|
|||
Net gain on sale of leasing equipment
|
$
|
27,041
|
|
|
$
|
35,377
|
|
|
$
|
35,812
|
|
Derivatives
|
|
Notional Amount
|
|
Weighted Average
Fixed Leg (Pay) Interest Rate
|
|
Cap Rate
|
|
Weighted Average
Remaining Term
|
Interest Rate Swap(1)
|
|
$1,799.2 million
|
|
2.02%
|
|
n/a
|
|
5.1 years
|
Interest Rate Cap
|
|
$200.0 million
|
|
n/a
|
|
5.5%
|
|
2.0 years
|
(1)
|
The impact of forward starting swaps with total notional amount of $550.0 million will increase the weighted average remaining term to 6.7 years.
|
|
|
|
|
|
/s/ KPMG LLP
|
|
Page
|
Exhibit No.
|
|
Description
|
|
Amended and Restated By-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)
|
|
|
|
|
|
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)
|
|
|
|
|
|
Certificate of Designations of 8.50% Series A Cumulative Redeemable Perpetual Preference Shares (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 14, 2019)
|
|
|
|
|
|
Certificate of Designations of 8.00% Series B Cumulative Redeemable Perpetual Preference Shares (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 20, 2019)
|
|
|
|
|
|
Certificate of Designations of 7.375% Series C Cumulative Redeemable Perpetual Preference Shares (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed November 6, 2019)
|
|
|
|
|
|
Certificate of Designations of 6.875% Series D Cumulative Redeemable Perpetual Preference Shares (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed January 21, 2020)
|
|
|
|
|
*
|
Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
|
|
|
|
|
Exhibit No.
|
|
Description
|
4.7
|
|
As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has not filed with this Annual Report on Form 10-K certain instruments defining the rights of holders of long-term debt of the Company and its subsidiaries because the total amount of securities authorized under any of such instruments does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of any such agreements to the Securities and Exchange Commission upon request.
|
|
|
|
|
Triton Container International Limited 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed July 14, 2016)
|
|
|
|
|
|
Triton International Limited 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed July 14, 2016)
|
|
|
|
|
|
Vestar Shareholders Agreement, as amended (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed July 14, 2016)
|
|
|
|
|
|
Tenth Restated and Amended Credit Agreement, dated as of May 16, 2019, by and among Triton Container International Limited and TAL International Container Corporation, as Borrowers, various lenders, and Bank of America, N.A., as Administrative Agent and an Issuer, and other parties thereto (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on July 25, 2019)
|
|
|
|
|
|
Term Loan Agreement dated as of November 30, 2018 by and among Triton Container International Limited, as Borrower, various lenders, and PNC Bank, National Association, as a lender and Administrative Agent (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018, filed February 19, 2019)
|
|
|
|
|
*
|
Consultant Agreement dated as of January 1, 2020 between Triton Container International, Incorporated and Marc Pearlin
|
|
|
|
|
*
|
List of Subsidiaries
|
|
|
|
|
*
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
*
|
Powers of Attorney (included on the signature page to this Annual Report on Form 10-K)
|
|
|
|
|
*
|
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
|
|
|
|
|
*
|
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
|
|
|
|
|
**
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350
|
|
|
|
|
**
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
101.SCH
|
|
XBRL Instance Extension Schema
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
Date: February 14, 2020
|
TRITON INTERNATIONAL LIMITED
|
|
|
By:
|
/s/ BRIAN M. SONDEY
|
|
|
Brian M. Sondey
Chairman of the Board, Director and Chief Executive Officer
|
Signature
|
Title(s)
|
|
|
/s/ BRIAN M. SONDEY
|
Chairman of the Board, Director and Chief Executive Officer
|
Brian M. Sondey
|
|
|
|
/s/ JOHN BURNS
|
Chief Financial Officer
|
John Burns
|
|
|
|
/s/ MICHELLE GALLAGHER
|
Vice President and Controller (Principal Accounting Officer)
|
Michelle Gallagher
|
|
|
|
/s/ ROBERT L. ROSNER
|
Lead Director
|
Robert L. Rosner
|
|
|
|
/s/ ROBERT W. ALSPAUGH
|
Director
|
Robert W. Alspaugh
|
|
|
|
/s/ KAREN AUSTIN
|
Director
|
Karen Austin
|
|
|
|
/s/ MALCOLM P. BAKER
|
Director
|
Malcolm P. Baker
|
|
|
|
/s/ DAVID A. COULTER
|
Director
|
David A. Coulter
|
|
|
|
/s/ CLAUDE GERMAIN
|
Director
|
Claude Germain
|
|
|
|
/s/ KENNETH HANAU
|
Director
|
Kenneth Hanau
|
|
|
|
/s/ JOHN S. HEXTALL
|
Director
|
John S. Hextall
|
|
|
|
/s/ SIMON R. VERNON
|
Director
|
Simon R. Vernon
|
|
Page
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
/s/ KPMG LLP
|
|
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
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||
Leasing revenues:
|
|
|
|
|
|
||||||
Operating leases
|
$
|
1,307,218
|
|
|
$
|
1,328,756
|
|
|
$
|
1,141,165
|
|
Finance leases
|
40,051
|
|
|
21,547
|
|
|
22,352
|
|
|||
Total leasing revenues
|
1,347,269
|
|
|
1,350,303
|
|
|
1,163,517
|
|
|||
|
|
|
|
|
|
||||||
Equipment trading revenues
|
83,993
|
|
|
83,039
|
|
|
37,419
|
|
|||
Equipment trading expenses
|
(69,485
|
)
|
|
(64,118
|
)
|
|
(33,235
|
)
|
|||
Trading margin
|
14,508
|
|
|
18,921
|
|
|
4,184
|
|
|||
|
|
|
|
|
|
||||||
Net gain on sale of leasing equipment
|
27,041
|
|
|
35,377
|
|
|
35,812
|
|
|||
Net gain on sale of building
|
—
|
|
|
20,953
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
536,131
|
|
|
545,138
|
|
|
500,720
|
|
|||
Direct operating expenses
|
79,074
|
|
|
48,326
|
|
|
62,891
|
|
|||
Administrative expenses
|
75,867
|
|
|
80,033
|
|
|
87,609
|
|
|||
Transaction and other costs (income)
|
—
|
|
|
88
|
|
|
9,272
|
|
|||
Provision (reversal) for doubtful accounts
|
590
|
|
|
(231
|
)
|
|
3,347
|
|
|||
Insurance recovery income
|
—
|
|
|
—
|
|
|
(6,764
|
)
|
|||
Total operating expenses
|
691,662
|
|
|
673,354
|
|
|
657,075
|
|
|||
Operating income (loss)
|
697,156
|
|
|
752,200
|
|
|
546,438
|
|
|||
Other expenses:
|
|
|
|
|
|
||||||
Interest and debt expense
|
316,170
|
|
|
322,731
|
|
|
282,347
|
|
|||
Realized (gain) loss on derivative instruments, net
|
(2,237
|
)
|
|
(2,072
|
)
|
|
900
|
|
|||
Unrealized (gain) loss on derivative instruments, net
|
3,107
|
|
|
430
|
|
|
(1,397
|
)
|
|||
Debt termination expense
|
2,543
|
|
|
6,090
|
|
|
6,973
|
|
|||
Other (income) expense, net
|
(3,257
|
)
|
|
(2,292
|
)
|
|
(2,637
|
)
|
|||
Total other expenses
|
316,326
|
|
|
324,887
|
|
|
286,186
|
|
|||
Income (loss) before income taxes
|
380,830
|
|
|
427,313
|
|
|
260,252
|
|
|||
Income tax expense (benefit)
|
27,551
|
|
|
70,641
|
|
|
(93,274
|
)
|
|||
Net income (loss)
|
$
|
353,279
|
|
|
$
|
356,672
|
|
|
$
|
353,526
|
|
Less: income (loss) attributable to noncontrolling interest
|
592
|
|
|
7,117
|
|
|
8,928
|
|
|||
Less: dividend on preferred shares
|
13,646
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to common shareholders
|
$
|
339,041
|
|
|
$
|
349,555
|
|
|
$
|
344,598
|
|
Net income per common share—Basic
|
$
|
4.57
|
|
|
$
|
4.38
|
|
|
$
|
4.55
|
|
Net income per common share—Diluted
|
$
|
4.54
|
|
|
$
|
4.35
|
|
|
$
|
4.52
|
|
Cash dividends paid per common share
|
$
|
2.08
|
|
|
$
|
2.01
|
|
|
$
|
1.80
|
|
Weighted average number of common shares outstanding—Basic
|
74,190
|
|
|
79,782
|
|
|
75,679
|
|
|||
Dilutive restricted shares
|
510
|
|
|
582
|
|
|
509
|
|
|||
Weighted average number of common shares outstanding—Diluted
|
74,700
|
|
|
80,364
|
|
|
76,188
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||
Net income (loss)
|
$
|
353,279
|
|
|
$
|
356,672
|
|
|
$
|
353,526
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Change in derivative instruments designated as cash flow hedges
|
(42,532
|
)
|
|
(3,933
|
)
|
|
(407
|
)
|
|||
Reclassification of (gain) loss on derivative instruments designated as cash flow hedges
|
(4,039
|
)
|
|
(5,210
|
)
|
|
440
|
|
|||
Cumulative effect for the adoption of ASU 2017-12, net of income tax effect
|
432
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustment
|
(57
|
)
|
|
(207
|
)
|
|
151
|
|
|||
Other comprehensive income (loss), net of tax
|
(46,196
|
)
|
|
(9,350
|
)
|
|
184
|
|
|||
Comprehensive income
|
307,083
|
|
|
347,322
|
|
|
353,710
|
|
|||
Less:
|
|
|
|
|
|
||||||
Other comprehensive income attributable to noncontrolling interest
|
$
|
592
|
|
|
$
|
7,117
|
|
|
8,928
|
|
|
Dividend on preferred shares
|
13,646
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive income attributable to common shareholders
|
$
|
292,845
|
|
|
$
|
340,205
|
|
|
$
|
344,782
|
|
|
|
|
|
|
|
||||||
Tax (benefit) provision on change in derivative instruments designated as cash flow hedges
|
$
|
(6,121
|
)
|
|
$
|
1,814
|
|
|
$
|
(234
|
)
|
Tax (benefit) provision on reclassification of (gain) loss on derivative instruments designated as cash flow hedges
|
$
|
(2,009
|
)
|
|
$
|
(1,570
|
)
|
|
$
|
171
|
|
Tax (benefit) provision on cumulative effect for the adoption of ASU 2017-12
|
$
|
277
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Preferred Shares
|
|
Common Shares
|
|
Treasury Shares
|
|
Add'l Paid in Capital
|
|
Accumulated Earnings
|
|
Accumulated Other Comprehensive Income
|
|
Non controlling Interest
|
|
Total Equity
|
|||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||||||||
Balance as of December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
74,376,025
|
|
|
$
|
744
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
690,418
|
|
|
$
|
945,313
|
|
|
$
|
26,758
|
|
|
$
|
143,504
|
|
|
$
|
1,806,737
|
|
Issuance of common shares
|
—
|
|
|
—
|
|
|
6,152,500
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
193,109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193,170
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
161,194
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
5,641
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,643
|
|
||||||||
Cumulative adjustment for adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,582
|
|
|
—
|
|
|
—
|
|
|
6,582
|
|
||||||||
Share repurchase to settle shareholder tax obligations
|
—
|
|
|
—
|
|
|
(1,962
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
344,598
|
|
|
—
|
|
|
8,928
|
|
|
353,526
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
184
|
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,890
|
)
|
|
(18,890
|
)
|
||||||||
Common shares dividend declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137,056
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(137,056
|
)
|
|||||||
Balance as of December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
80,687,757
|
|
|
$
|
807
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
889,168
|
|
|
$
|
1,159,367
|
|
|
$
|
26,942
|
|
|
$
|
133,542
|
|
|
$
|
2,209,826
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
200,341
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
9,028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,030
|
|
||||||||
Treasury shares acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,853,148
|
|
|
(58,114
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,114
|
)
|
||||||||
Share repurchase to settle shareholder tax obligations
|
—
|
|
|
—
|
|
|
(44,626
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,385
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,385
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
349,555
|
|
|
—
|
|
|
7,117
|
|
|
356,672
|
|
||||||||
Tax reclassification to accumulated earnings for the adoption of ASU 2018-02
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,029
|
|
|
(3,029
|
)
|
|
—
|
|
|
—
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,350
|
)
|
|
—
|
|
|
(9,350
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,146
|
)
|
|
(19,146
|
)
|
||||||||
Common shares dividend declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(162,324
|
)
|
|
—
|
|
|
—
|
|
|
(162,324
|
)
|
||||||||
Balance as of December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
80,843,472
|
|
|
$
|
809
|
|
|
1,853,148
|
|
|
$
|
(58,114
|
)
|
|
$
|
896,811
|
|
|
$
|
1,349,627
|
|
|
$
|
14,563
|
|
|
$
|
121,513
|
|
|
$
|
2,325,209
|
|
Issuance of preferred shares, net of offering expenses
|
16,200,000
|
|
|
405,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,232
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
390,768
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
311,257
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
8,960
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,963
|
|
||||||||
Treasury shares acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,918,197
|
|
|
(220,396
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220,396
|
)
|
||||||||
Share repurchase to settle shareholder tax obligations
|
—
|
|
|
—
|
|
|
(174,896
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(5,664
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,666
|
)
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352,687
|
|
|
—
|
|
|
592
|
|
|
353,279
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(432
|
)
|
|
(46,196
|
)
|
|
—
|
|
|
(46,628
|
)
|
||||||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,850
|
|
|
—
|
|
|
—
|
|
|
(120,027
|
)
|
|
(103,177
|
)
|
||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,078
|
)
|
|
(2,078
|
)
|
||||||||
Common shares dividend declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(155,714
|
)
|
|
—
|
|
|
—
|
|
|
(155,714
|
)
|
||||||||
Preferred shares dividend declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,323
|
)
|
|
—
|
|
|
—
|
|
|
(12,323
|
)
|
||||||||
Balance as of December 31, 2019
|
16,200,000
|
|
|
$
|
405,000
|
|
|
80,979,833
|
|
|
$
|
810
|
|
|
8,771,345
|
|
|
$
|
(278,510
|
)
|
|
$
|
902,725
|
|
|
$
|
1,533,845
|
|
|
$
|
(31,633
|
)
|
|
$
|
—
|
|
|
$
|
2,532,237
|
|
|
Year Ended December 31, 2019
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
353,279
|
|
|
$
|
356,672
|
|
|
$
|
353,526
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
536,131
|
|
|
545,138
|
|
|
500,720
|
|
|||
Amortization of deferred debt cost and other debt related amortization
|
12,806
|
|
|
15,005
|
|
|
13,401
|
|
|||
Lease related amortization
|
41,926
|
|
|
70,275
|
|
|
92,787
|
|
|||
Share-based compensation expense
|
8,963
|
|
|
9,030
|
|
|
5,641
|
|
|||
Net (gain) loss on sale of leasing equipment
|
(27,041
|
)
|
|
(35,377
|
)
|
|
(35,812
|
)
|
|||
Net (gain) loss on sale of building
|
—
|
|
|
(20,953
|
)
|
|
—
|
|
|||
Unrealized (gain) loss on derivative instruments
|
3,107
|
|
|
430
|
|
|
(1,397
|
)
|
|||
Debt termination expense
|
2,543
|
|
|
6,090
|
|
|
6,973
|
|
|||
Deferred income taxes
|
27,181
|
|
|
66,467
|
|
|
(94,678
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
54,171
|
|
|
(65,385
|
)
|
|
(5,967
|
)
|
|||
Accounts payable and accrued expenses
|
3,963
|
|
|
(13,829
|
)
|
|
(42,402
|
)
|
|||
Net equipment sold for resale activity
|
(3,837
|
)
|
|
(2,341
|
)
|
|
8,821
|
|
|||
Cash received (paid) for settlement of interest rate swaps
|
(22,330
|
)
|
|
187
|
|
|
2,117
|
|
|||
Cash collections on finance lease receivables, net of income earned
|
73,429
|
|
|
64,372
|
|
|
60,673
|
|
|||
Other assets
|
(2,385
|
)
|
|
(1,559
|
)
|
|
3,065
|
|
|||
Net cash provided by (used in) operating activities
|
1,061,906
|
|
|
994,222
|
|
|
867,468
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of leasing equipment and investments in finance leases
|
(240,170
|
)
|
|
(1,603,507
|
)
|
|
(1,562,863
|
)
|
|||
Proceeds from sale of equipment, net of selling costs
|
217,296
|
|
|
163,256
|
|
|
190,744
|
|
|||
Proceeds from the sale of building
|
—
|
|
|
27,630
|
|
|
—
|
|
|||
Investment in joint venture
|
(760
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(86
|
)
|
|
(160
|
)
|
|
55
|
|
|||
Net cash provided by (used in) investing activities
|
(23,720
|
)
|
|
(1,412,781
|
)
|
|
(1,372,064
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Issuance of preferred shares, net of underwriting discount
|
392,242
|
|
|
—
|
|
|
—
|
|
|||
Issuance of common shares, net of underwriting discount
|
—
|
|
|
—
|
|
|
192,931
|
|
|||
Purchases of treasury shares
|
(222,236
|
)
|
|
(56,274
|
)
|
|
—
|
|
|||
Redemption of common shares for withholding taxes
|
(5,666
|
)
|
|
(1,385
|
)
|
|
(70
|
)
|
|||
Debt issuance costs
|
(8,751
|
)
|
|
(19,575
|
)
|
|
(34,494
|
)
|
|||
Borrowings under debt facilities
|
1,697,200
|
|
|
4,043,637
|
|
|
3,102,825
|
|
|||
Payments under debt facilities and finance lease obligations
|
(2,608,960
|
)
|
|
(3,435,041
|
)
|
|
(2,539,711
|
)
|
|||
Dividends paid on preferred shares
|
(12,323
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid on common shares
|
(153,861
|
)
|
|
(160,289
|
)
|
|
(135,557
|
)
|
|||
Distributions to noncontrolling interests
|
(2,078
|
)
|
|
(19,146
|
)
|
|
(18,890
|
)
|
|||
Purchase of noncontrolling interests
|
(103,039
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(1,281
|
)
|
|
—
|
|
|
241
|
|
|||
Net cash provided by (used in) financing activities
|
(1,028,753
|
)
|
|
351,927
|
|
|
567,275
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
9,433
|
|
|
$
|
(66,632
|
)
|
|
$
|
62,679
|
|
Cash, cash equivalents and restricted cash, beginning of period
|
159,539
|
|
|
226,171
|
|
|
163,492
|
|
|||
Cash, cash equivalents and restricted cash, end of period
|
$
|
168,972
|
|
|
$
|
159,539
|
|
|
$
|
226,171
|
|
Supplemental disclosures:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
306,827
|
|
|
$
|
308,827
|
|
|
$
|
269,601
|
|
Income taxes paid (refunded)
|
$
|
(895
|
)
|
|
$
|
4,484
|
|
|
$
|
(288
|
)
|
Right-of-use asset for leased property
|
$
|
7,616
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental non-cash investing activities:
|
|
|
|
|
|
||||||
Equipment purchases payable
|
$
|
24,685
|
|
|
$
|
22,392
|
|
|
$
|
128,133
|
|
•
|
Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
•
|
Level 2—inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
|
•
|
Level 3—unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
|
|
As of December 31, 2019 and 2018
|
||||
Equipment Type
|
Depreciable Life
|
|
Residual Value
|
||
Dry containers
|
|
|
|
||
20-foot dry container
|
13 years
|
|
$
|
1,000
|
|
40-foot dry container
|
13 years
|
|
$
|
1,200
|
|
40-foot high cube dry container
|
13 years
|
|
$
|
1,400
|
|
Refrigerated containers
|
|
|
|
||
20-foot refrigerated container
|
12 years
|
|
$
|
2,350
|
|
40-foot high cube refrigerated container
|
12 years
|
|
$
|
3,350
|
|
Special containers
|
|
|
|
||
40-foot flat rack container
|
16 years
|
|
$
|
1,700
|
|
40-foot open top container
|
16 years
|
|
$
|
2,300
|
|
Tank containers
|
20 years
|
|
$
|
3,000
|
|
Chassis
|
20 years
|
|
$
|
1,200
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Dry container
|
|
$
|
6,308,038
|
|
|
$
|
6,666,560
|
|
Refrigerated container
|
|
1,520,747
|
|
|
1,676,331
|
|
||
Special container
|
|
321,099
|
|
|
322,607
|
|
||
Tank container
|
|
101,677
|
|
|
107,284
|
|
||
Chassis
|
|
140,986
|
|
|
150,669
|
|
||
Total
|
|
$
|
8,392,547
|
|
|
$
|
8,923,451
|
|
|
December 31, 2019
|
December 31, 2018
|
||||
Equipment held for sale
|
$
|
11,797
|
|
$
|
5,750
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Impairment (loss) reversal on equipment held for sale
|
$
|
(5,299
|
)
|
|
$
|
(3,933
|
)
|
|
$
|
3
|
|
Gain (loss) on sale of equipment, net of selling costs
|
32,340
|
|
|
39,310
|
|
|
35,809
|
|
|||
Net gain on sale of leasing equipment
|
$
|
27,041
|
|
|
$
|
35,377
|
|
|
$
|
35,812
|
|
Years ending December 31,
|
Total intangible assets
|
||
2020
|
$
|
22,491
|
|
2021
|
16,549
|
|
|
2022
|
10,497
|
|
|
2023
|
4,657
|
|
|
2024
|
1,962
|
|
|
2025 and thereafter
|
—
|
|
|
Total
|
$
|
56,156
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Collection accounts
|
$
|
25,580
|
|
|
$
|
20,873
|
|
Trust accounts
|
13,840
|
|
|
6,174
|
|
||
Other restricted cash accounts
|
67,257
|
|
|
83,542
|
|
||
Total restricted cash
|
$
|
106,677
|
|
|
$
|
110,589
|
|
|
Contractual Weighted Avg Interest Rate(1)
|
|
Maturity Range(1)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||
|
|
From
|
|
To
|
|
|
|||||||
Institutional notes
|
4.65%
|
|
Apr 2020
|
|
Jun 2029
|
|
$
|
1,957,557
|
|
|
$
|
2,198,200
|
|
Asset-backed securitization term notes
|
3.69%
|
|
May 2022
|
|
Jun 2028
|
|
2,719,206
|
|
|
3,063,821
|
|
||
Term loan facilities
|
3.32%
|
|
Apr 2022
|
|
Nov 2023
|
|
1,200,375
|
|
|
1,543,375
|
|
||
Asset-backed securitization warehouse
|
3.51%
|
|
Dec 2025
|
|
Dec 2025
|
|
370,000
|
|
|
340,000
|
|
||
Revolving credit facilities
|
3.45%
|
|
Sep 2023
|
|
Jul 2024
|
|
410,000
|
|
|
375,000
|
|
||
Finance lease obligations
|
4.92%
|
|
Feb 2024
|
|
Feb 2024
|
|
27,024
|
|
|
75,526
|
|
||
Total debt outstanding
|
|
|
|
|
|
|
6,684,162
|
|
|
7,595,922
|
|
||
Unamortized debt costs
|
|
|
|
|
|
|
(39,781
|
)
|
|
(44,889
|
)
|
||
Unamortized debt premiums & discounts
|
|
|
|
|
|
|
(4,065
|
)
|
|
(5,293
|
)
|
||
Unamortized fair value debt adjustment
|
|
|
|
|
|
|
(8,791
|
)
|
|
(16,308
|
)
|
||
Debt, net of unamortized costs
|
|
|
|
|
|
|
$
|
6,631,525
|
|
|
$
|
7,529,432
|
|
(1)
|
Data as of December 31, 2019.
|
|
Balance Outstanding
|
|
Contractual Weighted Avg Interest Rate
|
|
Maturity Range
|
|
Weighted Avg Remaining Term
|
||
|
|
|
From
|
|
To
|
|
|||
Excluding impact of derivative instruments:
|
|
|
|
|
|
|
|
|
|
Fixed-rate debt
|
$3,984,316
|
|
4.23%
|
|
Apr 2020
|
|
Jun 2029
|
|
3.4 years
|
Floating-rate debt
|
$2,699,846
|
|
3.38%
|
|
Apr 2022
|
|
Dec 2025
|
|
3.6 years
|
|
|
|
|
|
|
|
|
|
|
Including impact of derivative instruments:
|
|
|
|
|
|
|
|
|
|
Fixed-rate debt
|
$3,984,316
|
|
4.23%
|
|
|
|
|
|
|
Hedged floating-rate debt
|
1,799,204
|
|
3.60%
|
|
|
|
|
|
|
Total fixed and hedged debt
|
5,783,520
|
|
4.04%
|
|
|
|
|
|
|
Unhedged floating-rate debt
|
900,642
|
|
3.38%
|
|
|
|
|
|
|
Total
|
$6,684,162
|
|
3.95%
|
|
|
|
|
|
|
Years ending December 31,
|
|
||
2020
|
$
|
822,537
|
|
2021
|
827,125
|
|
|
2022
|
1,048,929
|
|
|
2023
|
1,638,092
|
|
|
2024
|
1,052,157
|
|
|
2025 and thereafter
|
1,268,298
|
|
|
Total
|
$
|
6,657,138
|
|
Years ending December 31,
|
|
||
2020
|
$
|
4,370
|
|
2021
|
4,370
|
|
|
2022
|
4,370
|
|
|
2023
|
4,370
|
|
|
2024
|
13,239
|
|
|
2025 and thereafter
|
—
|
|
|
Total future payments
|
30,719
|
|
|
Less: amount representing interest
|
(3,695
|
)
|
|
Finance lease obligations
|
$
|
27,024
|
|
Derivative Instrument
|
|
Date Effective
|
|
Notional Amount
|
|
Fixed Leg (Pay) Interest Rate
|
|
Indexed To
|
|
Scheduled Maturity
|
Interest rate swap
|
|
June 20, 2019
|
|
$75.0 million
|
|
1.84%
|
|
1 month LIBOR
|
|
June 20, 2026
|
Interest rate swap
|
|
June 20, 2019
|
|
$75.0 million
|
|
1.83%
|
|
1 month LIBOR
|
|
June 20, 2026
|
Interest rate swap
|
|
November 29, 2019
|
|
$200.0 million
|
|
1.57%
|
|
1 month LIBOR
|
|
November 30, 2029
|
Interest rate swap
|
|
November 29, 2019
|
|
$100.0 million
|
|
1.55%
|
|
1 month LIBOR
|
|
November 30, 2029
|
Interest rate swap
|
|
November 29, 2019
|
|
$100.0 million
|
|
1.57%
|
|
1 month LIBOR
|
|
November 30, 2029
|
Forward starting interest rate swap
|
|
April 15, 2020
|
|
$100.0 million
|
|
1.84%
|
|
1 month LIBOR
|
|
April 15, 2027
|
Forward starting interest rate swap
|
|
April 15, 2020
|
|
$100.0 million
|
|
1.83%
|
|
1 month LIBOR
|
|
April 15, 2027
|
Forward starting interest rate swap
|
|
September 30, 2024
|
|
$100.0 million
|
|
1.68%
|
|
1 month LIBOR
|
|
September 30, 2029
|
Forward starting interest rate swap
|
|
September 30, 2024
|
|
$100.0 million
|
|
1.74%
|
|
1 month LIBOR
|
|
September 30, 2029
|
Forward starting interest rate swap
|
|
September 30, 2024
|
|
$150.0 million
|
|
1.72%
|
|
1 month LIBOR
|
|
September 30, 2029
|
Interest rate cap
|
|
June 20, 2019
|
|
$200.0 million
|
|
n/a
|
|
1 month LIBOR
|
|
December 20, 2021
|
Date Canceled
|
|
Notional Amount
|
|
Funds Paid
|
November 22, 2019
|
|
$100.0 million
|
|
$3.9 million
|
November 22, 2019
|
|
$100.0 million
|
|
$3.9 million
|
November 22, 2019
|
|
$190.0 million
|
|
$14.5 million
|
Derivatives
|
|
Notional
Amount
|
|
Weighted Average
Fixed Leg (Pay) Interest Rate
|
|
Cap Rate
|
|
Weighted Average
Remaining Term |
Interest Rate Swap(1)
|
|
$1,799.2 million
|
|
2.02%
|
|
n/a
|
|
5.1 years
|
Interest Rate Cap
|
|
$200.0 million
|
|
n/a
|
|
5.50%
|
|
2.0 years
|
(1)
|
The impact of forward starting swaps with total notional amount of $550.0 million will increase the weighted average remaining term to 6.7 years.
|
|
Year Ended December 31, 2019
|
||
Unrealized gain (loss) on derivative instruments designated as cash flow hedges
|
$
|
(1,906
|
)
|
Net gain (loss) on terminated derivative instruments designated as cash flow hedges
|
(3,621
|
)
|
|
Financial statement caption
|
|
Year Ended December 31,
|
||||||||||
Derivative instrument
|
2019
|
|
2018
|
|
2017
|
||||||||
Non-designated derivative instruments
|
Realized (gain) loss on derivative instruments, net
|
|
$
|
(2,237
|
)
|
|
$
|
(2,072
|
)
|
|
$
|
900
|
|
Non-designated derivative instruments
|
Unrealized (gain) loss on derivative instruments, net
|
|
3,107
|
|
|
430
|
|
|
(1,397
|
)
|
|||
Designated derivative instruments
|
Interest and debt (income) expense
|
|
(6,048
|
)
|
|
(6,780
|
)
|
|
611
|
|
|||
Designated derivative instruments
|
Comprehensive loss
|
|
48,653
|
|
|
2,119
|
|
|
641
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
Derivative Instrument
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
Interest rate hedges, designated
|
$
|
10,562
|
|
|
$
|
10,531
|
|
|
$
|
36,087
|
|
|
$
|
10,966
|
|
Interest rate hedges, non-designated
|
286
|
|
|
3,392
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives
|
$
|
10,848
|
|
|
$
|
13,923
|
|
|
$
|
36,087
|
|
|
$
|
10,966
|
|
Balance Sheet
|
Financial statement caption
|
|
|
|
|
December 31, 2019
|
||||||
Right-of-use asset - operating
|
Other assets
|
|
|
|
|
$
|
7,616
|
|
||||
Lease liability - operating
|
Accounts payable and other accrued expenses
|
|
|
|
|
$
|
8,940
|
|
||||
|
|
|
|
|
|
|
||||||
Income Statement
|
|
Year Ended
December 31, 2019 |
|
Year Ended
December 31, 2018 |
|
Year Ended December 31, 2017
|
||||||
Operating lease cost(1)
|
Administrative expenses
|
$
|
3,012
|
|
|
$
|
2,914
|
|
|
$
|
2,444
|
|
(1)
|
Includes short-term leases that are immaterial.
|
Years ending December 31,
|
|
||
2020
|
$
|
3,223
|
|
2021
|
2,667
|
|
|
2022
|
2,247
|
|
|
2023
|
1,379
|
|
|
2024
|
67
|
|
|
2025 and thereafter
|
—
|
|
|
Total undiscounted future cash flows related to lease payments
|
$
|
9,583
|
|
Less: imputed interest
|
(643
|
)
|
|
Total present value of lease liability
|
$
|
8,940
|
|
Years ending December 31,
|
|
||
2020
|
$
|
828,350
|
|
2021
|
710,672
|
|
|
2022
|
591,425
|
|
|
2023
|
450,601
|
|
|
2024
|
333,161
|
|
|
2025 and thereafter
|
641,498
|
|
|
Total
|
$
|
3,555,707
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Future minimum lease payment receivable(1)
|
$
|
476,443
|
|
|
$
|
574,422
|
|
Estimated residual receivable(2)
|
102,238
|
|
|
107,598
|
|
||
Gross finance lease receivables
|
578,681
|
|
|
682,020
|
|
||
Unearned income(3)
|
(165,339
|
)
|
|
(203,955
|
)
|
||
Net investment in finance leases(4)
|
$
|
413,342
|
|
|
$
|
478,065
|
|
(1)
|
There were no executory costs included in gross finance lease receivables as of December 31, 2019 and 2018.
|
(2)
|
The Company's finance leases generally include a bargain purchase option and therefore, the Company has immaterial residual value risk for assets.
|
(3)
|
There were no unamortized initial direct costs as of December 31, 2019 and 2018.
|
(4)
|
As of December 31, 2019, three major customers represented 55%, 24% and 11% of the Company's finance lease portfolio. As of December 31, 2018, three major customers represented 50%, 24% and 13% of the Company's finance lease portfolio. No other customer represented more than 10% of the Company's finance lease portfolio in each of those years.
|
Years ending December 31,
|
|
||
2020
|
$
|
121,050
|
|
2021
|
86,315
|
|
|
2022
|
79,494
|
|
|
2023
|
60,855
|
|
|
2024
|
43,765
|
|
|
2025 and thereafter
|
187,202
|
|
|
Total
|
$
|
578,681
|
|
|
Number of Shares
|
|
Weighted Average Fair Value
|
|||
Non-vested balance at December 31, 2018
|
905,495
|
|
|
$
|
20.38
|
|
Shares granted
|
295,447
|
|
|
32.40
|
|
|
Shares vested(1)
|
(637,128
|
)
|
|
15.80
|
|
|
Shares forfeited
|
(2,602
|
)
|
|
34.50
|
|
|
Non-vested balance at December 31, 2019
|
561,212
|
|
|
$
|
31.84
|
|
(1)
|
Plan participants tendered 174,896 common shares to satisfy income tax withholding obligations. These shares were subsequently retired by the Company.
|
Preferred Share Offerings
|
Issuance
|
Liquidation Preference
|
# of Shares(1)
|
|||
Series A 8.50% Cumulative Redeemable Perpetual Preference Shares ("Series A")
|
March 2019
|
$
|
86,250
|
|
3,450,000
|
|
Series B 8.00% Cumulative Redeemable Perpetual Preference Shares ("Series B")
|
June 2019
|
143,750
|
|
5,750,000
|
|
|
Series C 7.375% Cumulative Redeemable Perpetual Preference Shares ("Series C")
|
November 2019
|
175,000
|
|
7,000,000
|
|
|
|
|
$
|
405,000
|
|
16,200,000
|
|
(1)
|
Represents number of shares authorized, issued, and outstanding.
|
|
|
|
Series A
|
|
Series B
|
|
Series C
|
||||||
Record Date
|
Payment Date
|
|
Aggregate Payment
|
|
Per Share
Payment
|
|
Aggregate Payment
|
|
Per Share
Payment
|
|
Aggregate Payment
|
|
Per Share
Payment
|
December 9, 2019
|
December 16, 2019
|
|
$1.8 million
|
|
$0.53125
|
|
$2.9 million
|
|
$0.50000
|
|
$1.4 million
|
|
$0.19462
|
September 9, 2019
|
September 16, 2019
|
|
$1.8 million
|
|
$0.53125
|
|
$2.6 million
|
|
$0.45000
|
|
n/a
|
|
n/a
|
June 10, 2019
|
June 17, 2019
|
|
$1.8 million
|
|
$0.53125
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
Record Date
|
Payment Date
|
|
Aggregate Payment
|
|
Per Share
Payment
|
December 3, 2019
|
December 20, 2019
|
|
$37.3 Million
|
|
$0.52
|
September 5, 2019
|
September 26, 2019
|
|
$37.6 Million
|
|
$0.52
|
June 6, 2019
|
June 27, 2019
|
|
$38.6 Million
|
|
$0.52
|
March 12, 2019
|
March 28, 2019
|
|
$40.4 Million
|
|
$0.52
|
December 3, 2018
|
December 20, 2018
|
|
$41.0 Million
|
|
$0.52
|
September 4, 2018
|
September 25, 2018
|
|
$41.6 Million
|
|
$0.52
|
June 1, 2018
|
June 22, 2018
|
|
$41.6 Million
|
|
$0.52
|
March 12, 2018
|
March 28, 2018
|
|
$36.1 Million
|
|
$0.45
|
December 1, 2017
|
December 22, 2017
|
|
$36.0 Million
|
|
$0.45
|
September 1, 2017
|
September 22, 2017
|
|
$33.2 Million
|
|
$0.45
|
June 1, 2017
|
June 22, 2017
|
|
$33.2 Million
|
|
$0.45
|
March 20, 2017
|
March 30, 2017
|
|
$33.2 Million
|
|
$0.45
|
|
Cash Flow
Hedges |
|
Foreign
Currency Translation |
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
Balance at January 1, 2017
|
$
|
31,182
|
|
|
$
|
(4,424
|
)
|
|
$
|
26,758
|
|
Change in derivative instruments designated as cash flow hedges(1)
|
(407
|
)
|
|
—
|
|
|
(407
|
)
|
|||
Reclassification of (gain) loss on derivative instruments designated as cash flow hedges(1)
|
440
|
|
|
—
|
|
|
440
|
|
|||
Foreign currency translation adjustment
|
—
|
|
|
151
|
|
|
151
|
|
|||
Balance at December 31, 2017
|
$
|
31,215
|
|
|
$
|
(4,273
|
)
|
|
$
|
26,942
|
|
Change in derivative instruments designated as cash flow hedges(1)
|
(3,933
|
)
|
|
—
|
|
|
(3,933
|
)
|
|||
Reclassification of (gain) loss on derivative instruments designated as cash flow hedges(1)
|
(5,210
|
)
|
|
—
|
|
|
(5,210
|
)
|
|||
Tax reclassification to accumulated earnings for the adoption of ASU 2018-02
|
(3,029
|
)
|
|
$
|
—
|
|
|
(3,029
|
)
|
||
Foreign currency translation adjustment
|
—
|
|
|
(207
|
)
|
|
(207
|
)
|
|||
Balance at December 31, 2018
|
$
|
19,043
|
|
|
$
|
(4,480
|
)
|
|
$
|
14,563
|
|
Change in derivative instruments designated as cash flow hedges(1)
|
(42,532
|
)
|
|
—
|
|
|
(42,532
|
)
|
|||
Reclassification of (gain) loss on derivative instruments designated as cash flow hedges(1)
|
(4,039
|
)
|
|
—
|
|
|
(4,039
|
)
|
|||
Cumulative effect for the adoption of ASU 2017-12, net of income tax effect
|
432
|
|
|
—
|
|
|
432
|
|
|||
Foreign currency translation adjustment
|
—
|
|
|
(57
|
)
|
|
(57
|
)
|
|||
Balance at December 31, 2019
|
$
|
(27,096
|
)
|
|
$
|
(4,537
|
)
|
|
$
|
(31,633
|
)
|
(1)
|
Refer to Note 7 - "Derivative Instruments" for reclassification impact on the Consolidated Statements of Operations.
|
•
|
Equipment leasing - the Company owns, leases and ultimately disposes of containers and chassis from its lease fleet.
|
•
|
Equipment trading - the Company purchases containers from shipping line customers, and other sellers of containers, and resells these containers to container retailers and users of containers for storage or one-way shipment. Included in the equipment trading segment revenues are leasing revenues from equipment purchased for resale that is currently on lease until the containers are dropped off.
|
As of and for the Year Ended December 31, 2019
|
Equipment Leasing
|
|
Equipment Trading
|
|
Totals
|
||||||
Total leasing revenues
|
$
|
1,344,733
|
|
|
$
|
2,536
|
|
|
$
|
1,347,269
|
|
Trading margin
|
—
|
|
|
14,508
|
|
|
14,508
|
|
|||
Net gain on sale of leasing equipment
|
27,041
|
|
|
—
|
|
|
27,041
|
|
|||
Depreciation and amortization expense
|
535,427
|
|
|
704
|
|
|
536,131
|
|
|||
Interest and debt expense
|
314,805
|
|
|
1,365
|
|
|
316,170
|
|
|||
Realized (gain) loss on derivative instruments, net
|
(2,229
|
)
|
|
(8
|
)
|
|
(2,237
|
)
|
|||
Income (loss) before income taxes(1)
|
374,418
|
|
|
12,062
|
|
|
386,480
|
|
|||
Equipment held for sale
|
89,755
|
|
|
24,749
|
|
|
114,504
|
|
|||
Goodwill
|
220,864
|
|
|
15,801
|
|
|
236,665
|
|
|||
Total assets
|
9,596,263
|
|
|
46,370
|
|
|
9,642,633
|
|
|||
Purchases of leasing equipment and investments in finance leases(2)
|
$
|
240,170
|
|
|
$
|
—
|
|
|
$
|
240,170
|
|
As of and for the Year Ended December 31, 2018
|
Equipment Leasing
|
|
Equipment Trading
|
|
Totals
|
||||||
Total leasing revenues
|
$
|
1,346,031
|
|
|
$
|
4,272
|
|
|
$
|
1,350,303
|
|
Trading margin
|
—
|
|
|
18,921
|
|
|
18,921
|
|
|||
Net gain on sale of leasing equipment
|
35,377
|
|
|
—
|
|
|
35,377
|
|
|||
Depreciation and amortization expense
|
544,167
|
|
|
971
|
|
|
545,138
|
|
|||
Interest and debt expense
|
321,290
|
|
|
1,441
|
|
|
322,731
|
|
|||
Realized (gain) loss on derivative instruments, net
|
(2,066
|
)
|
|
(6
|
)
|
|
(2,072
|
)
|
|||
Income (loss) before income taxes(1)(3)
|
416,270
|
|
|
17,563
|
|
|
433,833
|
|
|||
Equipment held for sale
|
46,968
|
|
|
19,485
|
|
|
66,453
|
|
|||
Goodwill
|
220,864
|
|
|
15,801
|
|
|
236,665
|
|
|||
Total assets
|
10,224,421
|
|
|
45,592
|
|
|
10,270,013
|
|
|||
Purchases of leasing equipment and investments in finance leases(2)
|
$
|
1,603,507
|
|
|
$
|
—
|
|
|
$
|
1,603,507
|
|
As of and for the Year Ended December 31, 2017
|
Equipment Leasing
|
|
Equipment Trading
|
|
Totals
|
||||||
Total leasing revenues
|
$
|
1,160,196
|
|
|
$
|
3,321
|
|
|
$
|
1,163,517
|
|
Trading margin
|
—
|
|
|
4,184
|
|
|
4,184
|
|
|||
Net gain on sale of leasing equipment
|
35,812
|
|
|
—
|
|
|
35,812
|
|
|||
Depreciation and amortization expense
|
500,099
|
|
|
621
|
|
|
500,720
|
|
|||
Interest and debt expense
|
280,909
|
|
|
1,438
|
|
|
282,347
|
|
|||
Realized (gain) loss on derivative instruments, net
|
900
|
|
|
—
|
|
|
900
|
|
|||
Income (loss) before income taxes(1)
|
262,574
|
|
|
3,254
|
|
|
265,828
|
|
|||
Equipment held for sale
|
31,534
|
|
|
11,661
|
|
|
43,195
|
|
|||
Goodwill
|
220,864
|
|
|
15,801
|
|
|
236,665
|
|
|||
Total assets
|
9,534,330
|
|
|
43,295
|
|
|
9,577,625
|
|
|||
Purchases of leasing equipment and investments in finance leases(2)
|
$
|
1,562,863
|
|
|
$
|
—
|
|
|
$
|
1,562,863
|
|
(1)
|
Segment income (loss) before income taxes excludes unrealized loss of $3.1 million and $0.4 million for the years ended December 31, 2019 and 2018, respectively, and unrealized gain of $1.4 million for the year ended December 31, 2017, and debt termination expense of $2.5 million, $6.1 million, and $7.0 million for the years ended December 31, 2019, 2018, and 2017, respectively.
|
(2)
|
Represents cash disbursements for purchases of leasing equipment and investments in finance lease as reflected in the consolidated statements of cash flows for the periods indicated, but excludes cash flows associated with the purchase of equipment held for resale.
|
(3)
|
Equipment leasing segment includes gain on sale of an office building of $21.0 million for the year ended December 31, 2018.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Total equipment leasing revenues:
|
|
|
|
|
|
||||||
Asia
|
$
|
534,529
|
|
|
$
|
553,928
|
|
|
$
|
491,996
|
|
Europe
|
654,683
|
|
|
630,031
|
|
|
518,598
|
|
|||
Americas
|
118,259
|
|
|
124,885
|
|
|
111,558
|
|
|||
Bermuda
|
2,182
|
|
|
2,988
|
|
|
1,745
|
|
|||
Other International
|
37,616
|
|
|
38,471
|
|
|
39,620
|
|
|||
Total
|
$
|
1,347,269
|
|
|
$
|
1,350,303
|
|
|
$
|
1,163,517
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Total equipment trading revenues:
|
|
|
|
|
|
||||||
Asia
|
$
|
13,752
|
|
|
$
|
18,536
|
|
|
$
|
17,342
|
|
Europe
|
27,637
|
|
|
21,211
|
|
|
8,383
|
|
|||
Americas
|
31,943
|
|
|
34,167
|
|
|
7,747
|
|
|||
Bermuda
|
—
|
|
|
—
|
|
|
22
|
|
|||
Other International
|
10,661
|
|
|
9,125
|
|
|
3,925
|
|
|||
Total
|
$
|
83,993
|
|
|
$
|
83,039
|
|
|
$
|
37,419
|
|
|
December 31,
2019 |
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Current taxes:
|
|
|
|
|
|
||||||
Bermuda
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S.
|
(637
|
)
|
|
3,164
|
|
|
36
|
|
|||
Foreign
|
1,166
|
|
|
1,072
|
|
|
839
|
|
|||
|
$
|
529
|
|
|
$
|
4,236
|
|
|
$
|
875
|
|
Deferred taxes:
|
|
|
|
|
|
||||||
Bermuda
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S.
|
26,843
|
|
|
67,136
|
|
|
(94,079
|
)
|
|||
Foreign
|
179
|
|
|
(731
|
)
|
|
(70
|
)
|
|||
|
27,022
|
|
|
66,405
|
|
|
(94,149
|
)
|
|||
Total income taxes
|
$
|
27,551
|
|
|
$
|
70,641
|
|
|
$
|
(93,274
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Bermuda sources
|
$
|
241,985
|
|
|
$
|
128,905
|
|
|
$
|
134,849
|
|
U.S. sources
|
135,758
|
|
|
288,386
|
|
|
125,799
|
|
|||
Foreign sources
|
3,087
|
|
|
10,022
|
|
|
(396
|
)
|
|||
Income (loss) before income taxes
|
$
|
380,830
|
|
|
$
|
427,313
|
|
|
$
|
260,252
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|||
Bermuda tax rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Change in enacted tax act
|
—
|
%
|
|
1.02
|
%
|
|
(53.55
|
)%
|
U.S. income taxed at other than the statutory rate
|
7.85
|
%
|
|
14.67
|
%
|
|
17.10
|
%
|
Effect of uncertain tax positions
|
0.17
|
%
|
|
0.07
|
%
|
|
0.21
|
%
|
Foreign income taxed at other than the statutory rate
|
0.14
|
%
|
|
0.18
|
%
|
|
0.10
|
%
|
Effect of permanent differences
|
0.12
|
%
|
|
0.28
|
%
|
|
0.04
|
%
|
Other discrete items
|
(1.05
|
)%
|
|
0.31
|
%
|
|
0.26
|
%
|
Effective income tax rate
|
7.23
|
%
|
|
16.53
|
%
|
|
(35.84
|
)%
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Deferred income tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
71,138
|
|
|
$
|
60,173
|
|
Allowance for losses
|
141
|
|
|
98
|
|
||
Derivative instruments
|
4,899
|
|
|
934
|
|
||
Deferred income
|
395
|
|
|
359
|
|
||
Accrued liabilities and other payables
|
3,118
|
|
|
3,875
|
|
||
Total gross deferred tax assets
|
79,691
|
|
|
65,439
|
|
||
Less: Valuation allowance
|
—
|
|
|
—
|
|
||
Net deferred tax assets
|
$
|
79,691
|
|
|
$
|
65,439
|
|
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Accelerated depreciation
|
$
|
353,991
|
|
|
$
|
318,779
|
|
Goodwill and other intangible amortization
|
3,775
|
|
|
2,981
|
|
||
Derivative instruments
|
105
|
|
|
2,306
|
|
||
Deferred income
|
11,034
|
|
|
19,294
|
|
||
Deferred partnership income (loss)
|
11,786
|
|
|
967
|
|
||
Other
|
317
|
|
|
3,241
|
|
||
Total gross deferred tax liability
|
381,008
|
|
|
347,568
|
|
||
Net deferred income tax liability
|
$
|
301,317
|
|
|
$
|
282,129
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Beginning balance at January 1
|
$
|
8,590
|
|
|
$
|
8,250
|
|
Increase (decrease) related to tax positions
|
(7,248
|
)
|
|
1,652
|
|
||
Lapse of statute of limitations
|
(333
|
)
|
|
(1,367
|
)
|
||
Foreign exchange adjustment
|
(51
|
)
|
|
55
|
|
||
Ending balance at December 31
|
$
|
958
|
|
|
$
|
8,590
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Interest expense (benefit)
|
$
|
193
|
|
|
$
|
98
|
|
|
$
|
144
|
|
Penalty expense (benefit)
|
$
|
(115
|
)
|
|
$
|
(158
|
)
|
|
$
|
(64
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Corporate income taxes payable
|
$
|
29
|
|
|
$
|
906
|
|
Unrecognized tax benefits
|
958
|
|
|
8,590
|
|
||
Interest accrued
|
215
|
|
|
922
|
|
||
Penalties
|
287
|
|
|
402
|
|
||
Income taxes payable
|
$
|
1,489
|
|
|
$
|
10,820
|
|
(In thousands, except per share amounts)
|
|||||||||||||||
|
First
Quarter |
|
Second
Quarter |
|
Third Quarter
|
|
Fourth
Quarter |
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Total leasing revenues
|
$
|
340,859
|
|
|
$
|
338,566
|
|
|
$
|
336,668
|
|
|
$
|
331,176
|
|
Trading margin
|
$
|
3,587
|
|
|
$
|
4,496
|
|
|
$
|
4,150
|
|
|
$
|
2,275
|
|
Net gain on sale of leasing equipment
|
$
|
8,469
|
|
|
$
|
7,519
|
|
|
$
|
6,196
|
|
|
$
|
4,857
|
|
Net income attributable to shareholders
|
$
|
91,914
|
|
|
$
|
84,071
|
|
|
$
|
85,895
|
|
|
$
|
77,161
|
|
Net income per basic common share
|
$
|
1.18
|
|
|
$
|
1.13
|
|
|
$
|
1.18
|
|
|
$
|
1.07
|
|
Net income per diluted common share
|
$
|
1.17
|
|
|
$
|
1.12
|
|
|
$
|
1.17
|
|
|
$
|
1.07
|
|
2018
|
|
|
|
|
|
|
|
||||||||
Total leasing revenues
|
$
|
315,097
|
|
|
$
|
329,771
|
|
|
$
|
350,078
|
|
|
$
|
355,357
|
|
Trading margin
|
$
|
2,991
|
|
|
$
|
3,994
|
|
|
$
|
5,810
|
|
|
$
|
6,126
|
|
Net gain on sale of leasing equipment
|
$
|
9,218
|
|
|
$
|
11,105
|
|
|
$
|
7,055
|
|
|
$
|
7,999
|
|
Net income attributable to shareholders
|
$
|
80,892
|
|
|
$
|
104,870
|
|
|
$
|
94,236
|
|
|
$
|
69,557
|
|
Net income per basic common share
|
$
|
1.01
|
|
|
$
|
1.31
|
|
|
$
|
1.18
|
|
|
$
|
0.88
|
|
Net income per diluted common share
|
$
|
1.00
|
|
|
$
|
1.30
|
|
|
$
|
1.17
|
|
|
$
|
0.87
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1
|
|
|
$
|
2
|
|
Investment in subsidiaries
|
2,535,211
|
|
|
2,250,159
|
|
||
Other assets
|
49
|
|
|
10
|
|
||
Total assets
|
$
|
2,535,261
|
|
|
$
|
2,250,171
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Accounts payable and other accrued expenses
|
$
|
2,381
|
|
|
$
|
5,988
|
|
Intercompany payable
|
643
|
|
|
487
|
|
||
Intercompany loan
|
—
|
|
|
40,000
|
|
||
Total liabilities
|
3,024
|
|
|
46,475
|
|
||
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
|
(31,633
|
)
|
|
14,563
|
|
||
Total shareholders' equity
|
2,532,237
|
|
|
2,203,696
|
|
||
Total liabilities and shareholders' equity
|
$
|
2,535,261
|
|
|
$
|
2,250,171
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total revenues
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Administrative expenses
|
5,865
|
|
|
5,343
|
|
|
4,011
|
|
|||
Operating income (loss)
|
(5,865
|
)
|
|
(5,343
|
)
|
|
(4,011
|
)
|
|||
Other income (expenses):
|
|
|
|
|
|
||||||
Interest and debt expense
|
(956
|
)
|
|
(57
|
)
|
|
—
|
|
|||
Net income from subsidiaries
|
359,508
|
|
|
354,955
|
|
|
348,609
|
|
|||
Total other income (expenses)
|
358,552
|
|
|
354,898
|
|
|
348,609
|
|
|||
Income (loss) before income taxes
|
352,687
|
|
|
349,555
|
|
|
344,598
|
|
|||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
$
|
352,687
|
|
|
$
|
349,555
|
|
|
$
|
344,598
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
352,687
|
|
|
$
|
349,555
|
|
|
$
|
344,598
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Net (income) loss from subsidiaries
|
(359,508
|
)
|
|
(354,955
|
)
|
|
(348,609
|
)
|
|||
Dividends received from subsidiaries
|
338,569
|
|
|
220,304
|
|
|
197,171
|
|
|||
Share-based compensation expense
|
1,403
|
|
|
1,252
|
|
|
1,084
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Other
|
(3,696
|
)
|
|
409
|
|
|
2,622
|
|
|||
Net cash provided by (used in) operating activities
|
329,455
|
|
|
216,565
|
|
|
196,866
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Investment in subsidiary
|
(291,997
|
)
|
|
(40,000
|
)
|
|
(254,240
|
)
|
|||
Net cash provided by (used in) investing activities
|
(291,997
|
)
|
|
(40,000
|
)
|
|
(254,240
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Issuance of preferred shares, net of underwriting discount
|
392,242
|
|
|
—
|
|
|
—
|
|
|||
Issuance of common shares, net of underwriting discount
|
—
|
|
|
—
|
|
|
192,931
|
|
|||
Purchases of treasury shares
|
(222,236
|
)
|
|
(56,274
|
)
|
|
—
|
|
|||
Intercompany loan
|
(40,000
|
)
|
|
40,000
|
|
|
—
|
|
|||
Dividends paid on preferred shares
|
(12,323
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid on common shares
|
(153,861
|
)
|
|
(160,289
|
)
|
|
(135,557
|
)
|
|||
Other
|
(1,281
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(37,459
|
)
|
|
(176,563
|
)
|
|
57,374
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(1
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
Cash, cash equivalents and restricted cash, beginning of period
|
2
|
|
|
—
|
|
|
—
|
|
|||
Cash, cash equivalents and restricted cash, end of period
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
For the year ended December 31,
|
||||||||||
Finance Lease-Allowance for doubtful accounts:
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning Balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
527
|
|
Additions / (Reversals)
|
—
|
|
|
—
|
|
|
(527
|
)
|
|||
(Write-offs) / Reversals
|
—
|
|
|
—
|
|
|
—
|
|
|||
Ending Balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
the company is, or would be, after the payment is made, unable to pay its liabilities as they become due; or
|
•
|
the realizable value of the company’s assets would be less than its liabilities.
|
•
|
senior to our common shares and to each other class or series of capital stock established after the original issue date of such series of Preference Shares that is not expressly made senior to, or on parity with, such series of Preference Shares as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary (“Junior Securities”);
|
•
|
on a parity with the other series of Preference Shares and any other class or series of capital stock established after the original issue date of such series of Preference Shares that is expressly made equal to such series of Preference Shares as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary (“Parity Securities”); and
|
•
|
junior to all of our indebtedness and other liabilities with respect to assets available to satisfy claims against us and junior to each class or series of capital stock expressly made senior to such series of Preference Shares as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary (such classes or series of capital stock referred to herein as (“Senior Securities).”
|
•
|
issue any Parity Securities if the cumulative dividends payable on outstanding Preference Shares of such series are in arrears; or
|
•
|
create or issue any Senior Securities.
|
•
|
the direct or indirect lease, sale, transfer, conveyance or other disposition (other than by way of merger, consolidation or business combination), in one or a series of related transactions, of all or substantially all of the properties or assets of us and our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act); or
|
•
|
the consummation of any transaction (including, without limitation, any merger, consolidation or business combination), the result of which is that any person (as defined above), becomes the beneficial owner, directly or indirectly, of more than 50% of the voting interests of us, measured by voting power rather than percentage of interests.
|
1.
|
S&P; and
|
2.
|
if S&P ceases to rate such series of Preference Shares or fails to rate such series of Preference Shares, as the case may be, for reasons outside of our control, a “nationally recognized statistical rating organization” as defined in Section 3(a)(62) under the Exchange Act selected by us as a replacement agency for S&P.
|
•
|
the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accumulated and unpaid dividends on such series of Preference Shares to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for the Preference Share dividend payment and prior to the corresponding Preference Share dividend payment date, in which case no additional amount for such accumulated and unpaid dividend will be included in this sum) by (ii) the Common Share Price (as defined below), and
|
•
|
(i) 1.53657 in the case of the Series A Preference Shares, (ii) 1.58178 in the case of the Series B Preference Shares, (iii) 1.35685 in the case of the Series C Preference Shares, (iv) 1.26968 in the case of the Series D Preference Shares,, subject, in each case, to certain adjustments and to provisions for (i) the payment of any Alternative Conversion Consideration (as defined below) and (ii) splits, combinations and dividends in the form of equity issuances.
|
•
|
the events constituting the Change of Control Triggering Event;
|
•
|
the date of the Change of Control Triggering Event;
|
•
|
the date on which the Change of Control Redemption Period expired or was waived;
|
•
|
the last date on which the holders of Preference Shares may exercise their Change of Control Conversion Right;
|
•
|
the method and period for calculating the Common Share Price;
|
•
|
the Change of Control Conversion Date;
|
•
|
if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per Preference Share of each series; and
|
•
|
the procedure that the holders of Preference Shares must follow to exercise the Change of Control Conversion Right.
|
2.1
|
Independent Contractor. The parties acknowledge that Contractor is an independent contractor and not an employee of Triton. Contractor shall be solely responsible for making all tax payments relating to compensation received as a result of Contractor’s relationship with Triton and shall defend, indemnify and hold Triton harmless from any and all tax liability relating thereto.
|
2.2
|
Fees and Payment. As compensation for the performance of the services to be performed hereunder, Triton shall pay Contractor as set forth on the Statement of Work. Contractor will submit invoices to Triton on a monthly basis. Triton will pay to Contractor within thirty (30) days of the date of receipt of the invoice any amounts owing to Contractor.
|
2.3
|
Expenses. Triton shall reimburse Contractor for reasonable travel or other expenses incurred in connection with the performance of Contractor’s duties hereunder as set forth on the Statement of Work, if such expenses have been approved in advance by Triton.
|
2.4
|
Quality of Services. Contractor warrants that Contractor will use reasonable efforts to perform the services hereunder and that such services will be performed in a professional manner.
|
2.5
|
Ability to Perform.
|
a.
|
Contractor represents to Triton that Contractor's other contractual commitments do not prevent or restrict Contractor from fully performing the services to be provided under this Agreement. Contractor is responsible for obtaining any required visas or other governmental approvals necessary to perform the services set forth in this Agreement and all Statements of Work.
|
b.
|
This Agreement does not grant to Contractor an exclusive right to provide Triton any and all of the services described in any Statement of Work, and shall not prevent Triton from acquiring other services similar to such services or using its own employees or employees of others to perform the work performed by the Contractor.
|
3.1
|
Confidentiality. All of Triton’s proprietary information and materials existing prior to the performance of services hereunder are the property of Triton and shall remain exclusively owned by Triton. For purposes of this section only, the term Triton shall include Triton International Limited and its related companies. Notwithstanding the foregoing, Contractor and Triton acknowledge that from time to time certain confidential and/or proprietary information may be communicated to Contractor to enable effective performance of the services described in the Statement of Work. Contractor shall treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without prior written consent of Triton. Contractor shall use such information solely to the extent necessary to perform the services described in the Statement of Work. The foregoing obligation of this paragraph, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information, (ii) is, through no fault of Contractor, hereafter disclosed in publicly available sources of information, (iii) is now in the possession of Contractor without any obligation of confidentiality, or (iv) has been or is
|
3.2
|
Injunctive Relief. Contractor agrees that violation of any material respect of this Article and Section 2.6 herein would cause Triton irreparable injury for which it would have no adequate remedy at law and therefore, that upon any such breach or any threat thereof, Triton shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The provisions of this Article shall survive the term or termination of this Agreement for any reason.
|
3.3
|
Triton’s Intellectual Property.
|
a.
|
Contractor acknowledges Triton's ownership of, and full and exclusive rights in and to, any of Triton's trademarks, service marks, trade names, works protected by copyright, or other designations or property rights (the "Existing Intellectual Property"), which Contractor uses or produces in connection with its performance under this Agreement. Contractor agrees to use the Existing Intellectual Property only in the manner and form approved by Triton and agrees that all use of the Existing Intellectual Property will inure to the benefit of Triton. Nothing in this Agreement shall be construed or deemed to give Contractor any property, right or interest in any of the Existing Intellectual Property.
|
b.
|
Triton shall retain all ownership rights it may have in all materials delivered to Contractor by or on behalf of Triton. Contractor shall use its reasonable efforts to protect such materials against any loss, theft, damage or destruction. Contractor shall return all originals and copies of such materials to Triton upon Triton's request, and in any event, immediately upon termination of this Agreement. After expiration or termination of this Agreement, Contractor will immediately cease all use of the Existing Intellectual Property, and shall not permit others to make any such use. For purposes of this section, the term Triton shall include Triton and its related companies.
|
4.1
|
Compliance with Laws. Contractor warrants that it shall comply with all applicable laws, statutes, rules and regulations in connection with the performance of the services hereunder.
|
4.2
|
Code of Conduct. Contractor shall abide by the terms and conditions of Triton’s Code of Conduct, which are incorporated herein by reference, and shall certify Contractor’s compliance therewith upon request. Any violation of the Code of Conduct may be grounds for immediate termination of this Agreement.
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4.3
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Indemnification. Contractor shall keep, save, protect, defend, indemnify and hold Triton harmless from and against any and all costs, claims, expenses and damages incurred or sustained by Contractor arising from any tax liability of Contractor or any misrepresentation, breach, default or non-fulfillment of any agreement, representation or covenant set forth in this Agreement by Contractor.
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5.1
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Nondisclosure of Agreement. Except as may be required by applicable law or legal process, neither party shall disclose the terms and conditions of this Agreement without the prior written consent of the other, or use the other parties' name for any commercial purpose, except such disclosure may be made to each parties legal, accounting, financial and other advisors. It is understood and agreed that this Agreement may be filed with the Securities and Exchange Commission and its material terms may be disclosed in Triton International Limited’s definitive proxy statement.
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5.2
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Binding Nature and Assignment. This Agreement shall be binding on the parties and their respective successors and assigns, but Contractor shall not have the power to assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Triton.
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5.3
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Severability. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision or its application to any person, firm, company or circumstance shall to any extent be invalid or unenforceable, then such provisions shall be deemed to be replaced by the valid and enforceable provision most substantially similar thereto and the remainder of this Agreement and the application of such provision to other persons, firms, companies or circumstances shall not be affected.
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5.4
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Integration and Amendment. This Agreement and all attachments incorporated by reference supersede all other agreements regarding professional services between the parties and contain their entire understanding. No amendment to this Agreement shall be effective unless it is in writing and duly executed by authorized representatives of the parties.
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5.5
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Non-Waiver. The delay, failure or refusal of either party to enforce any provision of this Agreement shall not act or be construed as a waiver of the right to enforce any provision or enjoin a later breach of this Agreement.
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5.6
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Governing Law and Dispute Resolution. This Agreement shall be interpreted and enforced according to the laws of the State of New York, USA. Triton and Contractor hereby agree that any claim or controversy, directly or indirectly arising out of or relating to this Agreement shall be resolved by arbitration in New York under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The Procedures for Large, Complex Commercial Disputes shall not apply. The language of the arbitration shall be English. The arbitration shall be before a single arbitrator appointed by the parties to the dispute or, failing such agreement, each party shall appoint an arbitrator, and the two arbitrators so chosen shall select a third arbitrator as Chairperson. The sole arbitrator, or arbitration tribunal, shall be entitled to determine in its award which party shall bear the expenses of the arbitration or the proportion of such expenses which each party shall bear. The decision of the arbitrator(s) shall be final, binding, not subject to further review, and enforceable by any court, tribunal or other forum having jurisdiction. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
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5.7
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Notices. Notices required by this Agreement shall be sent to the parties by registered or certified mail or courier service postage prepaid, addressed to the respondent at the address shown below or by email sent to the respondent's email address. If notice is by mail, notice will be complete seven days after such process has been mailed to the respondent. If notice is by email or courier service, notice will be complete when such process is actually received.
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Marc Pearlin, Contractor
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Triton Container International, Incorporated of North America
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___/s/Marc Pearlin__________________
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By: _/s/ Michael Limoncelli_________________
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Date: _January 14, 2020_______________
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Title: _VP, Human Resources
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Date: _January 10, 2020__________________
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Marc Pearlin, Contractor
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Triton Container International, Incorporated of North America
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___/s/Marc Pearlin__________________
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By: _/s/ Michael Limoncelli_________________
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Date: _January 14, 2020_______________
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Title: _VP, Human Resources
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Date: _January 10, 2020__________________
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Name
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Jurisdiction
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Triton Container International Limited
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Bermuda
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Triton Container International, Incorporated of North America
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California
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TFX Holdings LLC
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California
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MELeasing LLC
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California
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TAL International Group, Inc.
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Delaware
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TAL International Container Corporation
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Delaware
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TAL Advantage V LLC
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Delaware
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TAL Advantage VI LLC
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Delaware
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TAL Finance III LLC
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Delaware
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Triton International Finance LLC
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Delaware
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TIF Funding LLC
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Delaware
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Triton Container Finance VI LLC
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Delaware
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Triton Container Finance VII LLC
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Delaware
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Triton International Australia PTY Limited
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Australia
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Triton Container International B.V. B. A.
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Belgium
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Triton Container Sul Americana Transporte e Comercio Ltda.
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Brazil
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TAL Sales & Marketing Planning (Shanghai) Co., Limited*
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China
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Proteus, N.V.*
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Curacao
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Triton Container International GmbH
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Germany
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TAL International Container (HK) Limited*
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Hong Kong
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Triton Limited
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Hong Kong
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Tristar Container Services (Asia) Private Limited **
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India
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TAL International Container SRL*
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Italy
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Triton International Japan Limited
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Japan
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Triton Container International B.V.
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Netherlands
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Triton Container (S) Pte Limited
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Singapore
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Triton Container South Africa Pty Limited*
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South Africa
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ICS Terminals (UK) Limited
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United Kingdom
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Triton Container UK Limited
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United Kingdom
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New York, New York
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February 14, 2020
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1.
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I have reviewed this Annual Report on Form 10-K 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)
|
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 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.
|
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:
|
(a)
|
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):
|
(a)
|
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)
|
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)
|
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: February 14, 2020
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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: February 14, 2020
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/s/ JOHN BURNS
John Burns
Chief Financial Officer
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