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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): August 1, 2023 
 
TRITON INTERNATIONAL LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 
Bermuda001-3782798-1276572
(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 classTrading Symbol(s)Name of each exchange on which registered
   Common shares, $0.01 par value per shareTRTNNew York Stock Exchange
8.50% Series A Cumulative Redeemable Perpetual Preference SharesTRTN PRANew York Stock Exchange
8.00% Series B Cumulative Redeemable Perpetual Preference SharesTRTN PRBNew York Stock Exchange
7.375% Series C Cumulative Redeemable Perpetual Preference SharesTRTN PRCNew York Stock Exchange
6.875% Series D Cumulative Redeemable Perpetual Preference SharesTRTN PRDNew York Stock Exchange
5.75% Series E Cumulative Redeemable Perpetual Preference SharesTRTN PRENew 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 August 1, 2023, Triton International Limited issued a press release announcing its results of operations for the quarter ended June 30, 2023.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
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
Exhibit No.Description of Exhibit
Press release issued by Triton International Limited dated August 1, 2023
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
 
      



 



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: August 1, 2023By:/s/ Michael S. Pearl
  Name:Michael S. Pearl
  Title:Chief Financial Officer















































 

Exhibit 99.1
TRITON INTERNATIONAL REPORTS SECOND QUARTER 2023 RESULTS
AND DECLARES QUARTERLY DIVIDENDS

Hamilton, Bermuda – August 1, 2023 – Triton International Limited (NYSE: TRTN) ("Triton") today reported results for the second quarter of 2023.

Highlights:
•Net income attributable to common shareholders for the second quarter of 2023 was $128.7 million or $2.34 per diluted share, a decrease of 19.3% from the second quarter of 2022 and a decrease of 4.1% from the first quarter of 2023. Net income for the second quarter of 2023 included $2.6 million of transaction and other merger related costs associated with the pending transaction with Brookfield Infrastructure.
•Adjusted net income for the second quarter of 2023 was $131.3 million or $2.38 per diluted share, a decrease of 18.5% from the second quarter of 2022 and a decrease of 1.7% from the first quarter of 2023. Adjusted return on equity was 21.2% for the three months ended June 30, 2023.
•Utilization averaged 97.0% in the second quarter of 2023 and was 96.6% as of July 25, 2023.
•On April 12, 2023, Triton announced it had entered into a definitive agreement to be acquired by Brookfield Infrastructure (the "Merger Agreement"). Triton has set August 24, 2023 as the date of the special general meeting of shareholders to approve the transaction. Triton expects the transaction will close in the third quarter of 2023.

Financial Results
The following table summarizes Triton’s selected key financial information:
(in millions, except per share data)
Three Months Ended,
Six Months Ended,
June 30, 2023March 31, 2023June 30, 2022June 30, 2023June 30, 2022
Total leasing revenues$386.5 $397.7 $421.6 $784.3 $838.7 
GAAP
Net income attributable to common shareholders$128.7 $136.8 $184.6 $265.5 $365.8 
Net income per share - Diluted$2.34 $2.44 $2.90 $4.77 $5.68 
Non-GAAP (1)
Adjusted net income$131.3 $136.1 $186.0 $267.4 $365.7 
Adjusted net income per share - Diluted$2.38 $2.42 $2.92 $4.81 $5.67 
Adjusted return on equity (2)
21.2 %22.5 %29.8 %21.7 %30.1 %
(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 Adjusted Return on Equity" set forth below.

1
Exhibit 99.1
Operating Performance
"Triton delivered solid results in the second quarter of 2023," commented Brian M. Sondey, Chief Executive Officer of Triton. "We generated $2.38 of Adjusted net income per share and an annualized return on equity of 21.2%. While market conditions in the second quarter remained slow overall, drop-off volumes decreased from the first quarter level and we experienced some pockets of demand. In addition, our revenues and profitability are well protected by our strong long-term lease portfolio. Our utilization averaged 97.0% during the second quarter and currently stands at 96.6%."


Dividends
The Company's Board of Directors has declared a cash dividend payable on September 15, 2023 to holders of record at the close of business on September 8, 2023 on Triton's issued and outstanding preferred shares as follows:
Preferred Share SeriesDividend RateDividend 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

As previously disclosed, Triton’s preference shares will remain outstanding immediately following the closing of the Brookfield Infrastructure transaction, and Triton expects to continue paying normal quarterly dividends on these shares. Post-closing, Triton's preference shares will remain entitled to the same dividends and other preferences and privileges that they currently have, with the preference share dividends remaining an obligation of Triton. Triton expects that the preference shares will continue to be listed on the NYSE immediately following the closing.

Additionally, as permitted by the terms of the Merger Agreement, Triton has declared a quarterly cash dividend of $0.70 per common share, payable on September 22, 2023 to shareholders of record at the close of business on September 8, 2023. The dividend is conditioned upon and will only be payable if the transaction has not closed prior to the close of business on the record date.

Transaction with Brookfield Infrastructure
On April 12, 2023, Triton announced that it had entered into a definitive agreement to be acquired by Brookfield Infrastructure Partners L.P. ("BIP") through its subsidiary Brookfield Infrastructure Corporation ("BIPC") (NYSE: "BIPC") and its institutional partners (collectively, "Brookfield Infrastructure"). Additionally, as previously announced, Triton will hold a special general meeting of shareholders on August 24, 2023 to approve the proposed transaction. The transaction is expected to close in the third quarter of 2023, subject to the satisfaction or waiver of customary closing conditions, including approval by Triton’s shareholders and receipt of clearance from the Committee on Foreign Investment in the United States.

In light of the pending transaction, Triton will not hold an earnings conference call to discuss its second quarter results and Triton will not provide a financial outlook for 2023.




2
Exhibit 99.1
About Triton International Limited
Triton International Limited is the world’s largest lessor of intermodal freight containers. With a container fleet of over 7 million twenty-foot equivalent units ("TEU"), Triton’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

Contact
Andrew Kohl
Vice President
Corporate Strategy & Investor Relations
akohl@trtn.com
+1 (914) 697-2900
3

Utilization, Fleet, and Leasing Revenue Information

The following table summarizes the equipment fleet utilization for the periods indicated:
 Quarter Ended
 June 30, 2023March 31, 2023December 31, 2022September 30, 2022June 30, 2022
Average Utilization (1)
97.0 %97.6 %98.4 %99.1 %99.4 %
Ending Utilization (1)
96.7 %97.2 %98.1 %98.8 %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 (in Units, TEUs and CEUs):
 Equipment Fleet in UnitsEquipment Fleet in TEU
 June 30, 2023December 31, 2022June 30, 2022June 30, 2023December 31, 2022June 30, 2022
Dry3,664,175 3,784,386 3,867,875 6,267,424 6,458,705 6,585,556 
Refrigerated224,476 227,628 231,470 436,803 442,489 449,850 
Special96,840 92,379 92,068 177,980 169,290 168,578 
Tank12,907 12,000 11,908 12,907 12,000 11,908 
Chassis27,533 27,937 23,985 52,113 52,744 44,902 
Equipment leasing fleet4,025,931 4,144,330 4,227,306 6,947,227 7,135,228 7,260,794 
Equipment trading fleet47,770 48,328 52,177 79,172 79,102 83,147 
Total4,073,701 4,192,658 4,279,483 7,026,399 7,214,330 7,343,941 
Equipment in CEU(1)
 June 30, 2023December 31, 2022June 30, 2022
Operating leases6,997,458 7,147,332 7,248,096 
Finance leases640,650 662,822 683,175 
Equipment trading fleet73,732 75,697 78,936 
Total7,711,840 7,885,851 8,010,207 
(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 summarizes our lease portfolio by lease type, based on CEU on-hire and net book value, as of June 30, 2023:

Lease PortfolioBy CEUBy Net Book Value
Long-term leases71.1 %72.4 %
Finance leases9.1 15.6 
Subtotal80.2 88.0 
Service leases6.6 4.1 
Expired long-term leases, non-sale age (units on hire)6.1 4.4 
Expired long-term leases, sale-age (units on hire)7.1 3.5 
Total100.0 %100.0 %







4


The following table summarizes our leasing revenue for the periods indicated (in thousands):
 Three Months Ended,
 June 30, 2023March 31, 2023June 30, 2022
Operating leases  
Per diem revenues$343,038 $352,180 $378,414 
Fee and ancillary revenues16,966 18,168 13,677 
Total operating lease revenues360,004 370,348 392,091 
Finance leases26,535 27,375 29,517 
Total leasing revenues$386,539 $397,723 $421,608 




5

Important Cautionary Information Regarding Forward-Looking Statements

Certain statements in this press release may constitute "forward-looking statements." Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include the following: risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals and failure to obtain the requisite vote by Triton’s shareholders) in the anticipated timeframe or at all, including the possibility that the proposed acquisition does not close; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement for the proposed acquisition, including in circumstances requiring Triton to pay a termination fee; the possibility that competing offers may be made; risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; continued availability of capital and financing and rating agency actions; disruptions in the financial markets; certain restrictions during the pendency of the transaction that may impact Triton’s ability to pursue certain business opportunities or strategic transactions; risks related to diverting management’s attention from Triton’s ongoing business operation; negative effects of the acquisition announcement or the consummation of the proposed acquisition on the market price of Triton’s common shares or the class A exchangeable subordinate voting shares (the "BIPC Shares") of BIPC and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition, other business effects and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; 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; increases in the cost of repairing and storing Triton’s off-hire containers; Triton’s dependence on a limited number of customers and suppliers; customer defaults; decreases in the selling prices of used containers; the impact of COVID-19 or future global pandemics on Triton’s business and financial results; risks 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, tariffs or geo-political conflict; risks stemming from the international nature of Triton’s business, including global and regional economic conditions, including inflation and attempts to control inflation, and geopolitical risks such as the ongoing war in Ukraine; extensive competition in the container leasing industry and developments thereto; decreases in demand for international trade; disruption to Triton’s operations from failures 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 anti-corruption; the availability and cost of capital; restrictions imposed by the terms of Triton’s debt agreements; and changes in tax laws in Bermuda, the United States and other countries.

These risks, as well as other risks associated with the proposed transaction with Brookfield Infrastructure, are more fully discussed in the proxy statement/joint prospectus included in the registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the "SEC") in connection with the proposed transaction (as amended, the "Registration Statement"), which was declared effective by the SEC on July 6, 2023. Discussions of additional risks and uncertainties are contained in Triton’s, BIP’s and BIPC’s filings with the SEC, all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Triton, BIP and BIPC assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Triton and Brookfield Infrastructure do not give any assurance that it will achieve its expectations.



6

Additional Information and Where to Find It
In connection with the proposed transaction, BIP and BIPC filed the Registration Statement, including a joint prospectus of BIP and BIPC and a definitive proxy statement of Triton. The Registration Statement was declared effective by the SEC on July 6, 2023, and the definitive proxy statement was filed by Triton on July 6, 2023. Each of BIP, BIPC and Triton may also file other relevant documents with the SEC and, in the case of BIP and BIPC, with the applicable Canadian securities regulatory authorities, regarding the proposed acquisition. This communication is not a substitute for the Registration Statements, the proxy statement/joint prospectus or any other document that BIP, BIPC or Triton may file with the SEC and, in the case of BIP and BIPC, with the applicable Canadian securities regulatory authorities, with respect to the proposed transaction. The definitive proxy statement/joint prospectus has been mailed to Triton’s shareholders of record as of July 3, 2023. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, THE PROXY STATEMENT/JOINT PROSPECTUS, ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR APPLICABLE CANADIAN SECURITIES REGULATORY AUTHORITIES CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT BIP, BIPC, TRITON AND THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain copies of these materials (if and when they are available) and other documents containing important information about BIP, BIPC, Triton and the proposed transaction, once such documents are filed with the SEC free of charge through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC or applicable Canadian securities regulatory authorities by BIP and BIPC will be made available free of charge on BIP and BIPC's website at https://bip.brookfield.com/bip/reports-filings/regulatory-filings. Copies of documents filed with the SEC by Triton will be made available free of charge on Triton’s investor relations website at https://tritoninternational.com/investors.

No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in Solicitation
BIP, BIPC, Triton and their respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Triton’s shareholders in connection with the proposed transaction. Information about Triton’s directors and executive officers is set forth in the proxy statement for Triton’s 2023 Annual Meeting of Shareholders, which was filed with the SEC on March 15, 2023. Information about BIP’s directors and executive officers is set forth in BIP’s Annual Report on Form 20-F, which was filed with the SEC on March 17, 2023 and information about BIPC's directors and executive officers is set forth in BIPC's Annual Report on Form 20-F, which was filed with the SEC on March 17, 2023. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement/joint prospectus and other relevant materials regarding the acquisition that have been filed with the SEC in respect of the proposed transaction. These documents can be obtained free of charge from the sources indicated above in "Additional Information and Where to Find It".






-Financial Tables Follow-
7

TRITON INTERNATIONAL LIMITED
Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
June 30, 2023December 31, 2022
ASSETS:  
Leasing equipment, net of accumulated depreciation of $4,371,223 and $4,289,259$9,131,457 $9,530,396 
Net investment in finance leases1,557,017 1,639,831 
Equipment held for sale195,763 138,506 
Revenue earning assets10,884,237 11,308,733 
Cash and cash equivalents55,251 83,227 
Restricted cash102,733 103,082 
Accounts receivable, net of allowances of $2,129 and $2,075255,524 226,554 
Goodwill236,665 236,665 
Lease intangibles, net of accumulated amortization of $294,418 and $291,8374,039 6,620 
Other assets44,698 28,383 
Fair value of derivative instruments123,674 115,994 
Total assets$11,706,821 $12,109,258 
LIABILITIES AND SHAREHOLDERS' EQUITY:  
Equipment purchases payable$26,783 $11,817 
Fair value of derivative instruments 2,414 2,117 
Deferred revenue297,665 333,260 
Accounts payable and other accrued expenses69,491 71,253 
Net deferred income tax liability415,826 411,628 
Debt, net of unamortized costs of $48,276 and $55,8637,624,750 8,074,820 
Total liabilities8,436,929 8,904,895 
Shareholders' equity:  
Preferred shares, $0.01 par value, at liquidation preference730,000 730,000 
Common shares, $0.01 par value, 270,000,000 shares authorized, 81,441,414 and 81,383,024 shares issued, respectively
814 814 
Undesignated shares, $0.01 par value, 800,000 shares authorized, no shares issued and outstanding
— — 
Treasury shares, at cost, 26,379,401 and 24,494,785 shares, respectively(1,203,220)(1,077,559)
Additional paid-in capital909,211 909,911 
Accumulated earnings2,719,556 2,531,928 
Accumulated other comprehensive income (loss)113,531 109,269 
Total shareholders' equity3,269,892 3,204,363 
Total liabilities and shareholders' equity$11,706,821 $12,109,258 
   


8

TRITON INTERNATIONAL LIMITED
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
 Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Leasing revenues:  
Operating leases$360,004 $392,091 $730,352 $781,036 
Finance leases26,535 29,517 53,910 57,660 
Total leasing revenues386,539 421,608 784,262 838,696 
Equipment trading revenues26,426 48,108 45,528 82,228 
Equipment trading expenses(24,512)(41,706)(42,545)(71,685)
Trading margin1,914 6,402 2,983 10,543 
Net gain on sale of leasing equipment21,583 35,072 37,083 64,041 
Operating expenses:
Depreciation and amortization146,880 160,922 295,315 321,638 
Direct operating expenses24,837 7,398 48,078 13,618 
Administrative expenses23,397 24,968 46,261 46,268 
Transaction and other costs 2,579 — 2,579 — 
Provision (reversal) for doubtful accounts(760)46 (2,557)19 
Total operating expenses196,933 193,334 389,676 381,543 
Operating income (loss)213,103 269,748 434,652 531,737 
Other expenses:
Interest and debt expense57,314 54,659 116,138 109,169 
Unrealized (gain) loss on derivative instruments, net— 100 (4)(339)
Debt termination expense— 1,627 — 1,663 
Other (income) expense, net(269)(189)(313)(497)
Total other expenses57,045 56,197 115,821 109,996 
Income (loss) before income taxes156,058 213,551 318,831 421,741 
Income tax expense (benefit)14,296 15,932 27,256 29,864 
Net income (loss)$141,762 $197,619 $291,575 $391,877 
Less: dividend on preferred shares13,028 13,028 26,056 26,056 
Net income (loss) attributable to common shareholders$128,734 $184,591 $265,519 $365,821 
Net income per common share—Basic$2.35 $2.91 $4.80 $5.70 
Net income per common share—Diluted$2.34 $2.90 $4.77 $5.68 
Cash dividends paid per common share$0.70 $0.65 $1.40 $1.30 
Weighted average number of common shares outstanding—Basic54,776 63,457 55,327 64,168 
Dilutive restricted shares323 288 289 277 
Weighted average number of common shares outstanding—Diluted55,099 63,745 55,616 64,445 
 
9

TRITON INTERNATIONAL LIMITED
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
 Six Months Ended June 30,
 20232022
Cash flows from operating activities:  
Net income (loss)$291,575 $391,877 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:  
Depreciation and amortization295,315 321,638 
Amortization of deferred debt cost and other debt related amortization3,939 6,541 
Lease related amortization2,797 5,893 
Share-based compensation expense4,780 6,247 
Net (gain) loss on sale of leasing equipment(37,083)(64,041)
Unrealized (gain) loss on derivative instruments(4)(339)
Debt termination expense— 1,663 
Deferred income taxes5,234 12,542 
Changes in operating assets and liabilities:
Accounts receivable, net(31,235)(1,459)
Deferred revenue(35,595)266,802 
Accounts payable and other accrued expenses1,654 (2,957)
Net equipment sold (purchased) for resale activity1,997 (14,015)
Cash received (paid) for settlement of interest rate swaps— 16,588 
Cash collections on finance lease receivables, net of income earned115,523 72,004 
Other assets(11,288)18,471 
Net cash provided by (used in) operating activities607,609 1,037,455 
Cash flows from investing activities:  
Purchases of leasing equipment and investments in finance leases(119,514)(750,021)
Proceeds from sale of equipment, net of selling costs180,312 126,818 
Other2 (405)
Net cash provided by (used in) investing activities60,800 (623,608)
Cash flows from financing activities:  
Purchases of treasury shares(129,776)(187,967)
Debt issuance costs— (8,348)
Borrowings under debt facilities70,000 1,505,600 
Payments under debt facilities and finance lease obligations(528,213)(1,659,002)
Dividends paid on preferred shares(26,056)(26,056)
Dividends paid on common shares(77,209)(82,878)
Other (5,480)(5,629)
Net cash provided by (used in) financing activities(696,734)(464,280)
Net increase (decrease) in cash, cash equivalents and restricted cash$(28,325)$(50,433)
Cash, cash equivalents and restricted cash, beginning of period186,309 230,538 
Cash, cash equivalents and restricted cash, end of period$157,984 $180,105 
Supplemental disclosures:
Interest paid$112,884 $94,321 
Income taxes paid (refunded)$24,754 $17,538 
Right-of-use asset for leased property$791 $210 
Supplemental non-cash investing activities:  
Equipment purchases payable$26,783 $43,348 
10

Use of Non-GAAP Financial Items

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

Adjusted net income and Adjusted 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. Additionally, Adjusted net income excludes costs associated with the Brookfield Infrastructure transaction as they are not normal, recurring operating expenses.

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 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 June 30, 2023, March 31, 2023, and June 30, 2022 and for the six months ended June 30, 2023 and June 30, 2022.

Additionally, the calculation for Adjusted return on equity is adjusted annualized net income divided by average shareholders' equity. Management utilizes Adjusted 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.

Certain forward-looking information included in this press release is provided only on a non-GAAP basis without a reconciliation of these measures to the mostly directly comparable GAAP measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. These items depend on highly variable factors, many of which may not be in our control, and which could vary significantly from future GAAP financial results.

11

TRITON INTERNATIONAL LIMITED
Non-GAAP Reconciliations of Adjusted Net Income
(In thousands, except per share amounts)
Three Months Ended,Six Months Ended
June 30, 2023March 31, 2023June 30, 2022June 30, 2023June 30, 2022
Net income attributable to common shareholders$128,734 $136,785 $184,591 $265,519 $365,821 
Add (subtract):
Unrealized (gain) loss on derivative instruments, net— (4)139 (4)(300)
Transaction and other costs, net2,575 — — 2,575 — 
Debt termination expense— — 1,304 — 1,340 
Tax benefit from vesting of restricted shares— (692)— (692)(1,184)
Adjusted net income$131,309 $136,089 $186,034 $267,398 $365,677 
Adjusted net income per common share—Diluted$2.38 $2.42 $2.92 $4.81 $5.67 
Weighted average number of common shares outstanding—Diluted55,099 56,140 63,745 55,616 64,445 
TRITON INTERNATIONAL LIMITED
Calculation of Adjusted Return on Equity
(In thousands)
Three Months Ended,Six Months Ended,
June 30, 2023March 31, 2023June 30, 2022June 30, 2023June 30, 2022
Adjusted net income$131,309 $136,089 $186,034 $267,398 $365,677 
Annualized Adjusted net income (1)
$526,679 $551,917 $746,180 $539,228 $737,415 
Average Shareholders' equity (2)(3)
$2,483,826 $2,451,062 $2,507,427 $2,480,672$2,449,855
Adjusted return on equity21.2%22.5%29.8%21.7 %30.1 %
(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 Shareholders' equity from each quarter in the current year and December 31 of the previous year for the six-month ended periods.
(3)Average Shareholders' equity was adjusted to exclude preferred shares.
12
v3.23.2
Document and Entity Information
Aug. 01, 2023
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 01, 2023
Entity Registrant Name TRITON INTERNATIONAL LIMITED
Entity Incorporation, State or Country Code D0
Entity File Number 001-37827
Entity Tax Identification Number 98-1276572
Entity Address, Address Line One Victoria Place
Entity Address, Address Line Two 5th Floor, 31 Victoria Street
Entity Address, City or Town Hamilton
Entity Address, Postal Zip Code HM 10
Entity Address, Country BM
City Area Code 441
Local Phone Number 294-8033
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001660734
Amendment Flag false
New York Stock Exchange | Common shares, $0.01 par value per share  
Entity Information [Line Items]  
Title of 12(b) Security Common shares, $0.01 par value per share
Trading Symbol TRTN
Security Exchange Name NYSE
New York Stock Exchange | 8.50% Series A Cumulative Redeemable Perpetual Preference Shares  
Entity Information [Line Items]  
Title of 12(b) Security 8.50% Series A Cumulative Redeemable Perpetual Preference Shares
Trading Symbol TRTN PRA
Security Exchange Name NYSE
New York Stock Exchange | 8.00% Series B Cumulative Redeemable Perpetual Preference Shares  
Entity Information [Line Items]  
Title of 12(b) Security 8.00% Series B Cumulative Redeemable Perpetual Preference Shares
Trading Symbol TRTN PRB
Security Exchange Name NYSE
New York Stock Exchange | 7.375% Series C Cumulative Redeemable Perpetual Preference Shares  
Entity Information [Line Items]  
Title of 12(b) Security 7.375% Series C Cumulative Redeemable Perpetual Preference Shares
Trading Symbol TRTN PRC
Security Exchange Name NYSE
New York Stock Exchange | 6.875% Series D Cumulative Redeemable Perpetual Preference Shares  
Entity Information [Line Items]  
Title of 12(b) Security 6.875% Series D Cumulative Redeemable Perpetual Preference Shares
Trading Symbol TRTN PRD
Security Exchange Name NYSE
New York Stock Exchange | Series E Preferred Stock  
Entity Information [Line Items]  
Title of 12(b) Security 5.75% Series E Cumulative Redeemable Perpetual Preference Shares
Trading Symbol TRTN PRE
Security Exchange Name NYSE
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