UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): February 15, 2022 
 
TRITON INTERNATIONAL LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

															
Bermuda		001-37827		98-1276572	
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)	
 
Victoria Place, 5th Floor, 31 Victoria Street Hamilton HM 10, Bermuda
(Address of Principal Executive Offices, including Zip Code)
 
Telephone: (441) 294-8033
(Registrant's Telephone Number, Including Area Code)
 
Not applicable
(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
   Common shares, $0.01 par value per share	TRTN	New York Stock Exchange	
8.50% Series A Cumulative Redeemable Perpetual Preference Shares	TRTN PRA	New York Stock Exchange	
8.00% Series B Cumulative Redeemable Perpetual Preference Shares	TRTN PRB	New York Stock Exchange	
7.375% Series C Cumulative Redeemable Perpetual Preference Shares	TRTN PRC	New York Stock Exchange	
6.875% Series D Cumulative Redeemable Perpetual Preference Shares	TRTN PRD	New York Stock Exchange	
5.75% Series E Cumulative Redeemable Perpetual Preference Shares	TRTN PRE	New York Stock Exchange	
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant any of the following provisions:
 
☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
                                        Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.
 
On February 15, 2022, Triton International Limited issued a press release announcing its results of operations for the quarter ended and year ended December 31, 2021.  A copy of the press release is furnished with this report as Exhibit 99.1.
 
The information in this Current Report on Form 8-K, including the attached exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such filing.
 
Item 9.01. Financial Statements and Exhibits.
 
(d)   Exhibits
 
99.1        Press release issued by Triton International Limited dated February 15, 2022.

 

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

												
 		Triton International Limited	
 	 	
Date: February 15, 2022		By:	/s/ John Burns	
 	 	Name:	John Burns	
 	 	Title:	Chief Financial Officer	

 

TRITON INTERNATIONAL REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS AND DECLARES QUARTERLY DIVIDEND

Hamilton, Bermuda – February 15, 2022 – Triton International Limited (NYSE: TRTN) ("Triton")

Highlights:
•Net income attributable to common shareholders for the fourth quarter of 2021 was $177.4 million or $2.67 per diluted share.
•Adjusted net income was $177.5 million or $2.67 per diluted share, an increase of 57.1% from the fourth quarter of 2020 and 9.9% from the third quarter of 2021.
•Net income attributable to common shareholders was $484.5 million for the full year of 2021, or $7.22 per diluted share, which includes $127.9 million of make-whole premium and other debt termination costs in the second and third quarters primarily related to the prepayment of $1.5 billion of senior secured institutional notes.
•Adjusted net income was $614.2 million for the full year of 2021, or $9.16 per diluted share, an increase of 98.7% from 2020. Return on equity was 28.1% in 2021.
•Triton purchased $3.6 billion of new containers delivered in 2021, driving over 30% in asset growth. As of February 11, 2022, Triton has ordered approximately $415 million of containers for delivery in 2022.
•Triton repurchased 1.1 million common shares during the fourth quarter, and has repurchased an additional 0.7 million common shares through February 11, 2022.

Financial Results
The following table summarizes Triton’s selected key financial information for the three and twelve months ended December 31, 2021 and December 31, 2020 and the three months ended September 30, 2021.

	(in millions, except per share data)	
	Three Months Ended,		Twelve Months Ended,	
	December 31, 2021		September 30, 2021		December 31, 2020		December 31, 2021		December 31, 2020	
Total leasing revenues	$417.2 			$400.2 			$337.3 			$1,533.9 			$1,307.9 		
										
GAAP										
Net income attributable to common shareholders	$177.4 			$123.0 			$115.2 			$484.5 			$288.4 		
Net income per share - Diluted	$2.67 			$1.83 			$1.70 			$7.22 			$4.16 		
										
Non-GAAP (1)										
Adjusted net income	$177.5 			$163.8 			$114.7 			$614.2 			$319.9 		
Adjusted net income per share - Diluted	$2.67 			$2.43 			$1.70 			$9.16 			$4.61 		
										
Return on equity (2)	30.7 	%		29.4 	%		22.9 	%		28.1 	%		15.9 	%	
(1)Refer to the "Use of Non-GAAP Financial Items" and "Non-GAAP Reconciliations of Adjusted Net Income" set forth below.
(2)Refer to the “Calculation of Return on Equity” set forth below.

1

Operating Performance
"Triton achieved another record quarter of financial performance in the fourth quarter of 2021, providing an outstanding finish to an extraordinary year," commented Brian M. Sondey, Chief Executive Officer of Triton. "Triton generated $2.67 of Adjusted net income per share in the fourth quarter, an increase of 9.9% from the third quarter of 2021, and we achieved an annualized Return on equity of 30.7%. For the full year of 2021, Triton generated $9.16 of Adjusted net income per share and achieved a 28.1% Return on equity."

"Triton's exceptional performance in 2021 was supported by very favorable market conditions. A strong increase in goods consumption, particularly in the United States, drove a high level of trade growth, while widespread logistical bottlenecks slowed container turn-times, leading to incremental demand for containers. Limited vessel capacity contributed to a dramatic increase in freight rates, and kept our customers highly focused on container availability. Container supply struggled to catch up to demand for most of the year despite a significant increase in new container production, leading to record prices for new containers and very high market leasing rates."

"Triton used these strong market conditions and its many leadership advantages to drive exceptional operating performance. Our container utilization averaged 99.4% in 2021, and currently stands at 99.6%. We achieved record selling prices for used containers, and generated sizable disposal and trading gains despite limited container availability and low disposal volumes. Triton invested heavily in our container fleet in 2021 to provide critical support to our customers at a time of severe supply chain disruption. Triton purchased $3.6 billion of containers that were delivered in 2021, leading to over 30% growth in our revenue earning assets. We estimate that Triton achieved roughly a 40% share of new leasing transactions in 2021, reflecting the importance customers place on our deep container supply capability and further securing our position as the "go-to" supplier in the container leasing industry."

"Triton reinforced its strong financial performance and leadership position with attractive financing activity. Over the past two years, Triton has raised and refinanced $10.3 billion of debt to support our aggressive container investments and prepay more expensive facilities. Triton's financing activity has been supported by the upgrade to Triton’s corporate rating to BBB- by S&P Global Ratings and Fitch, and Triton's transition of our capital structure toward unsecured investment grade debt. Triton's average effective interest rate has decreased 1.4% over the last two years, and we expect our shift to unsecured investment grade financing will provide access to deeper and more efficient sources of capital."

"The pace of our new container investment slowed in the latter part of 2021 as deliveries pushed past the summer peak season. Triton has shifted a portion of our strong cash flow to share repurchases, reflecting our nimble and disciplined approach to capital management. Triton repurchased 1.1 million common shares during the fourth quarter, and has repurchased an additional 0.7 million common shares through February 11, 2022. Triton has now purchased approximately 20% of our outstanding common shares since the program was initiated in the fall of 2018. In October, Triton also announced a 14% increase in our quarterly dividend to $0.65 per common share."

"We expect the benefits from our 2021 leasing and financing activity will be durable. The average lease duration for our large block of 2021 new containers is 13 years, and we secured long lease durations for used container pick-ups and lease extensions. The average lease duration for containers on long-term and finance leases has increased to over five years on a CEU basis and nearly seven years on a net book value basis. We have also locked in low financing costs, with 86.3% of our debt having fixed interest rates, and the weighted average life of our fixed rate debt and fixed rate swaps is currently five years."

2

Outlook
Mr. Sondey continued, "We expect to have another outstanding year in 2022. We are carrying a significant amount of operational and financial momentum, we have made durable enhancements to our business and our strong cash flow provides many levers to drive shareholder value."

"While the global economy remains subject to heightened uncertainty due to the ongoing COVID-19 pandemic, we expect overall container demand will remain strong through the year. Our customers are anticipating goods consumption and trade volumes will remain elevated, and they expect the operational challenges slowing container turn times will be difficult to resolve. We expect container supply will better keep pace with demand in 2022 due to increased new container production volumes, and new container prices have eased over 10% from their peak level to roughly $3,400 per 20' dry container. However, new container prices remain far above their historical range, and market leasing rates and used container sale prices also remain very high."

"While the first quarter of the year typically represents the slow season for dry containers and contains the fewest number of billable days, we expect our Adjusted net income per share in the first quarter of 2022 will be relatively in line with the fourth quarter of 2021 due to our operating momentum. Our financial trajectory after the first quarter will depend on how market conditions develop, but our strong lease portfolio and durable cash flows give us a high degree of confidence that our profitability and returns will remain at a very high level throughout 2022 and into the longer term."

Common Share Dividends
Triton’s Board of Directors has declared a $0.65 per share quarterly cash dividend on its issued and outstanding common shares, payable on March 25, 2022 to shareholders of record at the close of business on March 11, 2022.

Share Repurchase Update
Triton repurchased 1.1 million common shares in the fourth quarter of 2021 and repurchased an additional 0.7 million common shares through February 11, 2022.

Preferred Shares
The Company's Board of Directors also declared a cash dividend payable on March 15, 2022 to holders of record at the close of business on March 8, 2022 on its issued and outstanding preferred shares as follows:

Preferred Share Series		Dividend Rate		Dividend Per Share	
Series A Preferred Shares (NYSE:TRTNPRA)		8.500%		$0.5312500	
Series B Preferred Shares (NYSE:TRTNPRB)		8.000%		$0.5000000	
Series C Preferred Shares (NYSE:TRTNPRC)		7.375%		$0.4609375	
Series D Preferred Shares (NYSE:TRTNPRD)		6.875%		$0.4296875	
Series E Preferred Shares (NYSE:TRTNPRE)		5.750%		$0.3593750	

Fourth Quarter 2021 Investor Webcast
Triton will hold a Webcast at 8:30 a.m. (New York time) on Tuesday, February 15, 2022 to discuss its fourth quarter results. To listen by phone, please dial 1-877-418-5277 (domestic) or 1-412-717-9592 (international) approximately 15 minutes prior to the start time and reference the Triton International Limited conference call. To access the live Webcast please visit Triton's website at http://www.trtn.com. An archive of the Webcast will be available one hour after the live call.

About Triton International Limited
Triton International Limited is the world’s largest lessor of intermodal freight containers. With a container fleet of 7.3 million twenty-foot equivalent units ("TEU"), Triton’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

3

Contact
Andrew Greenberg
Senior Vice President
Business Development & Investor Relations
(914) 697-2900
4

Utilization, Fleet, and Leasing Revenue Information

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

 	Quarter Ended	
 	December 31, 2021		September 30, 2021		June 30, 2021		March 31, 2021	
Average Utilization (1)	99.6 	%		99.6 	%		99.4 	%		99.1 	%	
Ending Utilization (1)	99.6 	%		99.6 	%		99.5 	%		99.3 	%	
(1)Utilization is computed by dividing total units on lease (in CEU) by the total units in our fleet (in CEU), excluding new units not yet leased and off-hire units designated for sale.

The following table summarizes the equipment fleet as of December 31, 2021, September 30, 2021 and December 31, 2020 (in units, TEUs and CEUs):

 	Equipment Fleet in Units		Equipment Fleet in TEU	
 	December 31, 2021		September 30, 2021		December 31, 2020		December 31, 2021		September 30, 2021		December 31, 2020	
	
Dry	3,843,719 			3,748,654 			3,295,908 			6,531,816 			6,351,083 			5,466,421 		
Refrigerated	235,338 			239,328 			227,519 			457,172 			464,465 			439,956 		
Special	92,411 			92,458 			93,885 			169,004 			168,951 			170,792 		
Tank	11,692 			11,591 			11,312 			11,692 			11,591 			11,312 		
Chassis	24,139 			24,381 			24,781 			44,554 			44,726 			45,188 		
Equipment leasing fleet	4,207,299 			4,116,412 			3,653,405 			7,214,238 			7,040,816 			6,133,669 		
Equipment trading fleet	53,204 			55,299 			64,243 			83,692 			86,598 			98,991 		
Total	4,260,503 			4,171,711 			3,717,648 			7,297,930 			7,127,414 			6,232,660 		

																		
	Equipment in CEU(1)	
 	December 31, 2021		September 30, 2021		December 31, 2020	
	
Operating leases	7,291,769 			7,294,503 			6,649,350 		
Finance leases	623,136 			494,839 			295,784 		
Equipment trading fleet	81,136 			83,976 			98,420 		
Total	7,996,041 			7,873,318 			7,043,554 		
(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.

The following table provides a summary of our equipment lease portfolio by lease type, based on CEU and net book value, as of December 31, 2021:
															
		By CEU		By Net Book Value	
Lease Portfolio		December 31, 2021		December 31, 2021	
Long-term leases		72.4 	%		73.6 	%	
Finance leases		8.0 			13.8 		
Subtotal		80.4 			87.4 		
Service leases		5.0 			3.5 		
Expired long-term leases, non-sale age (units on hire)		8.4 			6.2 		
Expired long-term leases, sale-age (units on hire)		6.2 			2.9 		
Total		100.0 	%		100.0 	%	

5

The following table summarizes our leasing revenue for the periods indicated (in thousands):
																		
 	Three Months Ended,	
 	December 31, 2021		September 30, 2021		December 31, 2020	
Operating leases	 		 			
Per diem revenues	$	383,529 			$	377,234 			$	319,679 		
Fee and ancillary revenues	11,092 			7,987 			10,439 		
Total operating lease revenues	394,621 			385,221 			330,118 		
Finance leases	22,541 			14,970 			7,167 		
	
Total leasing revenues	$	417,162 			$	400,191 			$	337,285 		
6

Important Cautionary Information Regarding Forward-Looking Statements

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

These factors include, without limitation, economic, business, competitive, market and regulatory conditions and the following: the impact of COVID-19 on our business and financial results; decreases in the demand for leased containers; decreases in market leasing rates for containers; difficulties in re-leasing containers after their initial fixed-term leases; our customers' decisions to buy rather than lease containers; our dependence on a limited number of customers and suppliers; customer defaults; decreases in the selling prices of used containers; extensive competition in the container leasing industry; difficulties stemming from the international nature of our business; decreases in demand for international trade; disruption to our operations resulting from the political and economic policies of the United States and other countries, particularly China, including but not limited to, the impact of trade wars, duties and tariffs; disruption to our operations from failures of, or attacks on, our information technology systems; disruption to our operations as a result of natural disasters; compliance with laws and regulations related to economic and trade sanctions, security, anti-terrorism, environmental protection and corruption; the availability and cost of capital; restrictions imposed by the terms of our debt agreements; changes in tax laws in Bermuda, the United States and other countries; and other risks and uncertainties, including those risk factors set forth in the section entitled "Risk Factors" in our Form 10-K filed with the Securities and Exchange Commission ("SEC"), on February 16, 2021, in any Form 10-Q filed or to be filed by Triton, and in other documents we file with the SEC from time to time.

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

-Financial Tables Follow-
7

TRITON INTERNATIONAL LIMITED
Consolidated Balance Sheets
(In thousands, except share data)

	December 31, 2021		December 31, 2020	
ASSETS:	 		 	
Leasing equipment, net of accumulated depreciation of $3,919,181 and $3,370,652	$	10,201,113 			$	8,630,696 		
Net investment in finance leases	1,558,290 			282,131 		
Equipment held for sale	48,746 			67,311 		
Revenue earning assets	11,808,149 			8,980,138 		
Cash and cash equivalents	106,168 			61,512 		
Restricted cash	124,370 			90,484 		
Accounts receivable, net of allowances of $1,178 and $2,192	294,792 			226,090 		
Goodwill	236,665 			236,665 		
Lease intangibles, net of accumulated amortization of $281,340 and $264,791	17,117 			33,666 		
	
Other assets	50,346 			83,969 		
Fair value of derivative instruments	6,231 			9 		
Total assets	$	12,643,838 			$	9,712,533 		
LIABILITIES AND SHAREHOLDERS' EQUITY:	 		 	
Equipment purchases payable	$	429,568 			$	191,777 		
Fair value of derivative instruments	48,277 			128,872 		
Deferred revenue	92,198 			26,786 		
Accounts payable and other accrued expenses	70,557 			68,449 		
Net deferred income tax liability	376,009 			327,431 		
Debt, net of unamortized costs of $63,794 and $42,747	8,562,517 			6,403,270 		
Total liabilities	9,579,126 			7,146,585 		
				
Shareholders' equity:	 		 	
Preferred shares, $0.01 par value, at liquidation preference	730,000 			555,000 		
Common shares, $0.01 par value, 270,000,000 shares authorized, 81,295,366 and 81,151,723 shares issued, respectively	813 			812 		
Undesignated shares, $0.01 par value, 800,000 and 7,800,000 shares authorized, respectively, no shares issued and outstanding	— 			— 		
Treasury shares, at cost, 15,429,499 and 13,901,326 shares, respectively	(522,360)			(436,822)		
Additional paid-in capital	904,224 			905,323 		
Accumulated earnings	2,000,854 			1,674,670 		
Accumulated other comprehensive income (loss)	(48,819)			(133,035)		
Total shareholders' equity	3,064,712 			2,565,948 		

Total liabilities and shareholders' equity	$	12,643,838 			$	9,712,533 		

8

TRITON INTERNATIONAL LIMITED
Consolidated Statements of Operations
(In thousands, except per share amounts)

 	Three Months Ended December 31,		Twelve Months Ended December 31,	
	2021		2020		2021		2020	
Leasing revenues:	 		 					
Operating leases	$	394,621 			$	330,118 			$	1,480,495 			$	1,276,697 		
Finance leases	22,541 			7,167 			53,385 			31,210 		
	
Total leasing revenues	417,162 			337,285 			1,533,880 			1,307,907 		
								
Equipment trading revenues	39,423 			27,403 			142,969 			85,780 		
Equipment trading expenses	(33,354)			(20,426)			(108,870)			(70,981)		
Trading margin	6,069 			6,977 			34,099 			14,799 		
								
Net gain on sale of leasing equipment	28,096 			18,422 			107,060 			37,773 		

Operating expenses:								
Depreciation and amortization	165,384 			139,893 			626,240 			542,128 		
Direct operating expenses	5,614 			14,831 			26,860 			93,690 		
Administrative expenses	23,993 			19,440 			89,319 			80,532 		
	
Provision (reversal) for doubtful accounts	(8)			(1,840)			(2,475)			2,768 		
	
Total operating expenses	194,983 			172,324 			739,944 			719,118 		
Operating income (loss)	256,344 			190,360 			935,095 			641,361 		
Other expenses:								
Interest and debt expense	52,669 			54,327 			222,024 			252,979 		

Debt termination expense	1,330 			358 			133,853 			24,734 		
Other (income) expense, net	(184)			(192)			(1,379)			(4,371)		
Total other expenses	53,815 			54,493 			354,498 			273,342 		
Income (loss) before income taxes	202,529 			135,867 			580,597 			368,019 		
Income tax expense (benefit)	12,076 			10,170 			50,357 			38,240 		
Net income (loss)	$	190,453 			$	125,697 			$	530,240 			$	329,779 		
	
Less: dividend on preferred shares	13,027 			10,512 			45,740 			41,362 		
Net income (loss) attributable to common shareholders	$	177,426 			$	115,185 			$	484,500 			$	288,417 		
Net income per common share—Basic	$	2.68 			$	1.72 			$	7.26 			$	4.18 		
Net income per common share—Diluted	$	2.67 			$	1.70 			$	7.22 			$	4.16 		
Cash dividends paid per common share	$	0.65 			$	0.57 			$	2.36 			$	2.13 		
Weighted average number of common shares outstanding—Basic	66,113 			67,140 			66,728 			69,051 		
Dilutive restricted shares	428 			431 			340 			294 		
Weighted average number of common shares outstanding—Diluted	66,541 			67,571 			67,068 			69,345 		
 
9

TRITON INTERNATIONAL LIMITED
Consolidated Statements of Cash Flows
(In thousands)

 	Twelve Months Ended December 31,	
 	December 31, 2021		December 31, 2020	
Cash flows from operating activities:	 		 	
Net income (loss)	$	530,240 			$	329,779 		
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	 		 	
Depreciation and amortization	626,240 			542,128 		
Amortization of deferred debt cost and other debt related amortization	11,603 			12,973 		
	
Lease related amortization	17,654 			23,878 		

Share-based compensation expense	9,365 			9,896 		
Net (gain) loss on sale of leasing equipment	(107,060)			(37,773)		
	
Unrealized (gain) loss on derivative instruments	— 			286 		
Debt termination expense	133,853 			24,734 		
Deferred income taxes	43,077 			35,662 		
Changes in operating assets and liabilities:				
Accounts receivable	(50,336)			(9,955)		
Deferred revenue	83,600 			90 		
Accounts payable and other accrued expenses	(6,860)			(28,360)		
Net equipment sold (purchased) for resale activity	7,606 			14,503 		
Cash received (paid) for settlement of interest rate swaps	5,497 			(5,074)		
Cash collections on finance lease receivables, net of income earned	74,117 			78,333 		
Other assets	26,568 			(47,348)		
Net cash provided by (used in) operating activities	1,405,164 			943,752 		
Cash flows from investing activities:	 		 	
Purchases of leasing equipment and investments in finance leases	(3,434,394)			(744,129)		
Proceeds from sale of equipment, net of selling costs	217,078 			255,104 		

Other	(70)			8 		
Net cash provided by (used in) investing activities	(3,217,386)			(489,017)		
Cash flows from financing activities:	 		 	
Issuance of preferred shares, net of underwriting discount	169,488 			145,275 		
Purchases of treasury shares	(82,528)			(158,312)		

Debt issuance costs	(42,631)			(26,814)		
Borrowings under debt facilities	8,690,006 			3,495,445 		
Payments under debt facilities and finance lease obligations	(6,635,987)			(3,737,150)		
Dividends paid on preferred shares	(45,321)			(40,933)		
Dividends paid on common shares	(157,312)			(146,476)		

Other	(4,951)			(2,746)		
Net cash provided by (used in) financing activities	1,890,764 			(471,711)		
Net increase (decrease) in cash, cash equivalents and restricted cash	78,542 			(16,976)		
Cash, cash equivalents and restricted cash, beginning of period	151,996 			168,972 		
Cash, cash equivalents and restricted cash, end of period	230,538 			151,996 		
Supplemental disclosures:				
Interest paid	$	211,412 			$	244,280 		
Income taxes paid (refunded)	$	7,933 			$	2,191 		
Right-of-use asset for leased property	$	2,517 			$	543 		
Supplemental non-cash investing activities:	 		 	
Equipment purchases payable	$	429,568 			$	191,777 		
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Use of Non-GAAP Financial Items

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

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

Adjusted net income is adjusted for certain items management believes are not representative of our operating performance. Adjusted net income is defined as net income attributable to common shareholders excluding debt termination expenses net of tax, unrealized gains and losses on derivative instruments net of tax, and foreign and other income tax adjustments.

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

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

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

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

We have provided a reconciliation of net income attributable to common shareholders, the most directly comparable U.S. GAAP measure, to Adjusted net income in the table below for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020 and for the twelve months ended December 31, 2021 and December 31, 2020.

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

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TRITON INTERNATIONAL LIMITED
Non-GAAP Reconciliations of Adjusted Net Income
(In thousands, except per share amounts)	
						
	Three Months Ended,		Twelve Months Ended,	
	December 31, 2021		September 30, 2021		December 31, 2020		December 31, 2021		December 31, 2020	
Net income attributable to common shareholders	$	177,426 			$	123,045 			$	115,185 			$	484,500 			$	288,417 		
Add (subtract):										
Unrealized loss (gain) on derivative instruments, net	— 			— 			— 			— 			282 		
	
Debt termination expense	1,119 			41,214 			358 			131,818 			21,522 		
State and other income tax adjustments	(957)			(496)			(866)			(1,453)			1,390 		
	
Tax benefit from vesting of restricted shares	(40)			— 			— 			(683)			(390)		
Tax adjustments related to intra-entity asset transfer	— 			— 			— 			— 			8,629 		
Adjusted net income	$	177,548 			$	163,763 			$	114,677 			$	614,182 			$	319,850 		
	
Adjusted net income per common share—Diluted	$	2.67 			$	2.43 			$	1.70 			$	9.16 			$	4.61 		
	
Weighted average number of common shares outstanding—Diluted	66,541 			67,291 			67,571 			67,068 			69,345 		

TRITON INTERNATIONAL LIMITED
Calculation of Return on Equity
(In thousands)	
						
	Three Months Ended,		Twelve Months Ended,	
	December 31, 2021		September 30, 2021		December 31, 2020		December 31, 2021		December 31, 2020	
Adjusted net income	$	177,548 			$	163,763 			$	114,677 			$	614,182 			$	319,850 		
Annualized Adjusted net income (1)	704,402 			649,712 			454,969 			614,182 			319,850 		

	
Average Shareholders' equity (2)(3)	$	2,291,791 			$	2,210,474 			$	1,987,419 			$	2,187,185 			$	2,010,255 		
										
Return on equity	30.7%		29.4%		22.9%		28.1%		15.9%	
(1)Annualized Adjusted net income was calculated based on calendar days per quarter.
(2)Average Shareholders' equity was calculated using the quarter’s beginning and ending Shareholder’s equity for the three-month ended periods, and the ending Shareholder's equity from each quarter in the current year and December 31 of the previous year for the twelve month ended periods.
(3)Average Shareholders' equity was adjusted to exclude preferred shares.
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