UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  February 14, 2019
 
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.)	
 
Canon's Court, 22 Victoria Street Hamilton HM12, 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)
 
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:
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o             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 o

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

 

Item 2.02. Results of Operations and Financial Condition.
 
On February 14, 2019 , Triton International Limited issued a press release announcing its results of operations for the quarter ended and year ended December 31, 2018 .  A copy of the press release is furnished with this report as Exhibit 99.1.
 
The information in this Current Report on Form 8-K, including the attached exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such filing.
 
Item 9.01. Financial Statements and Exhibits.
 
(d)   Exhibits
 
99.1        Press release issued by Triton International Limited dated February 14, 2019 .

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

	
				
 	Triton International Limited	
 	 	
Date: February 14, 2019	By:	/s/ John Burns	
 	 	Name:	John Burns	
 	 	Title:	Chief Financial Officer	

INDEX TO EXHIBITS

	
			
EXHIBIT	 	DESCRIPTION	
99.1	 	Press Release issued by Triton International Limited on February 14, 2019 announcing earnings for the quarter and full year ended December 31, 2018.	

TRITON INTERNATIONAL REPORTS FOURTH QUARTER AND FULL YEAR 2018 RESULTS
AND DECLARES QUARTERLY DIVIDEND OF $0.52

Hamilton, Bermuda – February 14, 2019 – Triton International Limited (NYSE: TRTN) ("Triton")

Highlights
		
•	Adjusted net income was $99.4 million in the fourth quarter of 2018 , or $1.25 per diluted share, an increase of 47.1% per diluted share from the fourth quarter of 2017 and an increase of 6.8% per diluted share from the third quarter of 2018 .	
		
•	Net income attributable to shareholders was $69.6 million in the fourth quarter of 2018 , or $0.87 per diluted share. Net income attributable to shareholders was reduced by $24.7 million non-cash income tax expense for intra-entity transfers of containers.	
		
•	Adjusted net income was $363.0 million for the full year of 2018 , or $4.52 per diluted share, an increase of 62.6% per diluted share from 2017.	
		
•	Net income attributable to shareholders was $349.6 million for the full year of 2018 , or $4.35 per diluted share.	
		
•	Utilization averaged 98.2% for the fourth quarter of 2018 and averaged 98.6% for the full year 2018 .	
		
•	Triton has purchased 2.1 million shares under the share repurchase program authorized in August 2018.	
		
•	Triton's Board of Directors announced a quarterly dividend of $0.52 per share payable on March 28, 2019 to shareholders of record as of March 12, 2019 .	

Financial Results
The following table summarizes Triton’s selected key financial information for the three and twelve months ended December 31, 2018 and December 31, 2017 and for the three months ended September 30, 2018 .

																									
 	(in millions, except per share data)	 	
 	Three Months Ended	 	Twelve Months Ended	
 	December 31, 2018	 	September 30, 2018	 	December 31, 2017	 	December 31, 2018	 	December 31, 2017	
Total leasing revenues	$	355.4		 	 	$	350.1		 	 	$	313.9		 	 	$	1,350.3		 	 	$	1,163.5		 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
GAAP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to shareholders	$	69.6		(4)  	 	$	94.2		 	 	$	207.2		(5)  	 	$	349.6		(3)(4)  	 	$	344.6		(5)  	
Net income per share - Diluted	$	0.87		 	 	$	1.17		 	 	$	2.57		 	 	$	4.35		 	 	$	4.52		 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Non-GAAP   (1)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted net income	$	99.4		 	 	$	94.8		 	 	$	68.3		 	 	$	363.0		 	 	$	211.5		 	
Adjusted net income per share - Diluted	$	1.25		 	 	$	1.17		 	 	$	0.85		 	 	$	4.52		 	 	$	2.78		 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Return on equity (2)	17.7		%	 	16.9		%	 	13.6		%	 	16.7		%	 	11.8		%	
		
(1)	Refer to the "Use of Non-GAAP Financial Measures" and "Non-GAAP Reconciliations of Adjusted Net Income" set forth below.	
		
(2)	Refer to the "Calculation of Return on Equity" set forth below.	
		
(3)	Net income attributable to shareholders was increased by a one-time gain of $21.0 million on the sale of a building.	
		
(4)	Net income attributable to shareholders was reduced by $24.7 million tax expense related to the intra-entity transfer of assets.	
		
(5)	Net income attributable to shareholders was increased by a one-time tax benefit of $139.4 million recognized as a result of the reduction in the U.S. statutory corporate tax rate as part of the Tax Cuts and Jobs Act.	

1

Operating Performance
"Triton’s strong performance in the fourth quarter of 2018 provided an excellent finish to an outstanding year", commented Brian M. Sondey, Chief Executive Officer of Triton. "We generated $99.4 million of Adjusted net income in the fourth quarter, or $1.25 per share, which represents an increase of 6.8% from the third quarter of 2018 and an increase of 47.1% from the fourth quarter of 2017. Our Adjusted net income for the full year of 2018 was $363.0 million , or $4.52 per share, which represents an increase of 62.6% from 2017. We also realized a Return on equity of 16.7% for the full year of 2018 and annualized Return on equity of 17.7% in the fourth quarter."

"Triton’s strong financial results in 2018 were driven by outstanding operational performance, our unique competitive advantages and a favorable market environment. Container pick-up activity remained strong for most of the year, reflecting ongoing trade growth and a tight supply / demand balance for containers. We also continued to benefit from an increase in the share for leasing relative to direct container purchases by our customers, and a continued high leasing deal share for Triton."

"The start of the fourth quarter typically marks the end of the peak season for dry containers, and net container pick-up and drop-off activity has turned negative. New container prices have also decreased to the $1,700 range due to a combination of lower steel prices and aggressive competition among the container manufacturers for limited slow-season orders. However, our long-term lease portfolio provides significant insulation from seasonal variation, and our utilization currently stands at 97.6% ."

"Triton continues to use our strong and stable cash flow to create shareholder value. We ordered $1.5 billion of containers for delivery in 2018, leading to 8.8% growth in revenue earning assets. We returned $ 2.01 per share to investors in 2018 through our dividend program, and we have so far repurchased 2.1 million shares under the share repurchase plan authorized in August 2018."

Outlook
Mr. Sondey continued, "We are carrying significant financial momentum into 2019 and expect that we will have another year of strong performance, continued value-added growth and a further extension of our market leadership. While the ongoing trade dispute between the United States and China has increased trade and economic uncertainty, our customers and market forecasters generally expect global containerized trade growth to remain solidly positive in 2019. The inventory of available used leasing containers also remains very tight and we expect our shipping line customers to continue to rely heavily on leasing."

"The first quarter is typically our weakest quarter of the year since it represents the depth of the slow season for dry containers and has the fewest number of billing days. As a result, we expect our Adjusted net income will decrease from the fourth quarter of 2018 to the first quarter of 2019. After the first quarter, we expect our adjusted income to increase moderately throughout the year as leasing demand improves seasonally."

Dividend
Triton’s Board of Directors has approved and declared a $0.52 per share quarterly cash dividend on its issued and outstanding common shares, payable on March 28, 2019 to shareholders of record at the close of business on March 12, 2019 .

Share Repurchase Update
As of February 8, 2019 , we have repurchased 2.1 million common shares for a total of $65.1 million at an average price per-share of $31.44 . Currently,  $134.9 million  remains available of the  $200.0 million share repurchase authorized by the Board in August 2018 .

Investors’ Webcast
Triton will hold a Webcast at 8:30 a.m. (New York time) on Thursday, February 14, 2019 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

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Webcast please visit Triton's website at http://www.trtn.com. An archive of the Webcast will be available one hour after the live call.

About Triton International Limited
Triton International Limited is the world’s largest lessor of intermodal freight containers. With a container fleet of 6.2 million twenty-foot equivalent units ("TEU"), Triton’s global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

Contact
Andrew Greenberg
Senior Vice President
Finance & Investor Relations
(914) 697-2900

3

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

	
												
 	Quarter Ended	
 	December 31, 2018	 	September 30, 2018	 	June 30, 2018	 	March 31, 2018	
Average Utilization (1)	98.2	%	 	98.7	%	 	98.8	%	 	98.6	%	
Ending Utilization (1)	97.8	%	 	98.6	%	 	98.7	%	 	98.7	%	
		
(1)	Utilization is computed by dividing total units on lease (in cost equivalent units, or "CEUs") by the total units in fleet (in CEUs), excluding new units not yet leased and off-hire units designated for sale.	

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

	
												
 	Equipment Fleet in Units	 	Equipment Fleet in TEU	
 	December 31, 2018	 	December 31, 2017	 	December 31, 2018	 	December 31, 2017	
Dry	3,340,946		 	3,077,144		 	5,476,406		 	5,000,043		
Refrigerated	228,778		 	218,429		 	440,781		 	419,673		
Special	93,900		 	89,066		 	169,614		 	159,172		
Tank	12,509		 	12,124		 	12,509		 	12,124		
Chassis	24,832		 	22,523		 	45,787		 	41,068		
Equipment leasing fleet	3,700,965		 	3,419,286		 	6,145,097		 	5,632,080		
Equipment trading fleet	13,138		 	10,510		 	21,361		 	16,907		
Total	3,714,103		 	3,429,796		 	6,166,458		 	5,648,987		

	
						
 	Equipment Fleet in CEU	
 	December 31, 2018	 	December 31, 2017	
Operating leases	7,009,605		 	6,678,282		
Finance leases	538,867		 	328,024		
Equipment trading fleet	47,476		 	51,762		
Total	7,595,948		 	7,058,068		

4

Important Cautionary Information Regarding Forward-Looking Statements

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

These factors include, without limitation, economic, business, competitive, market and regulatory conditions and the following: decreases in the demand for leased containers; decreases in market leasing rates for containers; difficulties in re-leasing containers after their initial fixed-term leases; our customers' decisions to buy rather than lease containers; our dependence on a limited number of customers for a substantial portion of our revenues; customer defaults; decreases in the selling prices of used containers; extensive competition in the container leasing industry; difficulties stemming from the international nature of our business; decreases in the demand for international trade; disruption to our operations resulting from the political and economic policies of the United States and other countries, particularly China, including but not limited to the impact of trade wars and tariffs; disruption to our operations from failures of, or attacks on, our information technology systems; disruption to our operations as a result of natural disasters; our compliance or failure to comply with laws and regulations related to economic and trade sanctions, security, anti-terrorism, environmental protection and corruption; our ability to obtain sufficient capital to support our growth; restrictions imposed by the terms of our debt agreements; changes in tax laws in, Bermuda, the United States and other countries and other risks and uncertainties, including those risk factors set forth in the section entitled "Risk Factors" in our Form 10-K filed with the Securities and Exchange Commission ("SEC"), on February 27, 2018 , 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-

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

								
 	December 31, 2018	 	December 31, 2017	
ASSETS:	 	 	 	
Leasing equipment, net of accumulated depreciation of $2,533,446 and $2,218,897	$	8,923,451		 	$	8,364,484		
Net investment in finance leases	478,065		 	295,891		
Equipment held for sale	66,453		 	43,195		
Revenue earning assets	9,467,969		 	8,703,570		
Cash and cash equivalents	48,950		 	132,031		
Restricted cash	110,589		 	94,140		
Accounts receivable, net of allowances of $1,240 and $3,002	264,382		 	199,876		
Goodwill	236,665		 	236,665		
Lease intangibles, net of accumulated amortization of $205,532 and $144,081	92,925		 	154,376		
Other assets	34,610		 	49,591		
Fair value of derivative instruments	13,923		 	7,376		
Total assets	$	10,270,013		 	$	9,577,625		
LIABILITIES AND SHAREHOLDERS' EQUITY:	 	 	 	
Equipment purchases payable	$	22,392		 	$	128,133		
Fair value of derivative instruments	10,966		 	2,503		
Accounts payable and other accrued expenses	99,885		 	109,999		
Net deferred income tax liability	282,129		 	215,439		
Debt, net of unamortized debt costs of $44,889 and $40,636	7,529,432		 	6,911,725		
Total liabilities	7,944,804		 	7,367,799		
Shareholders' equity:	 	 	 	
Common shares, $0.01 par value, 270,000,000 and 294,000,000 shares authorized, 80,843,472 and 80,687,757 shares issued, respectively	809		 	807		
Undesignated shares, $0.01 par value, 30,000,000 and 6,000,000 shares authorized, no shares issued and outstanding	—		 	—		
Treasury shares, at cost, 1,853,148 shares and no shares, respectively	(58,114	)	 	—		
Additional paid-in capital	896,811		 	889,168		
Accumulated earnings	1,349,627		 	1,159,367		
Accumulated other comprehensive income	14,563		 	26,942		
Total shareholders' equity	2,203,696		 	2,076,284		
Non-controlling interests	121,513		 	133,542		
Total equity	$	2,325,209		 	$	2,209,826		
Total liabilities and equity	$	10,270,013		 	$	9,577,625		

6

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

																
 	Three Months Ended December 31,	 	Twelve Months ended December 31,	
 	2018	 	2017	 	2018	 	2017	
Leasing revenues:	 	 	 	 	 	 	 	
Operating leases	$	347,110		 	$	308,751		 	$	1,328,756		 	$	1,141,165		
Finance leases	8,247		 	5,105		 	21,547		 	22,352		
Total leasing revenues	355,357		 	313,856		 	1,350,303		 	1,163,517		
 	 	 	 	 	 	 	 	
Equipment trading revenues	26,273		 	7,206		 	83,039		 	37,419		
Equipment trading expenses	(20,147	)	 	(6,111	)	 	(64,118	)	 	(33,235	)	
Trading margin	6,126		 	1,095		 	18,921		 	4,184		
 	 	 	 	 	 	 	 	
Net gain (loss) on sale of leasing equipment	7,999		 	10,749		 	35,377		 	35,812		
Net gain (loss) on sale of building	—		 	—		 	20,953		 	—		
 	 	 	 	 	 	 	 	
Operating expenses:	 	 	 	 	 	 	 	
Depreciation and amortization	139,474		 	130,168		 	545,138		 	500,720		
Direct operating expenses	15,594		 	11,495		 	48,326		 	62,891		
Administrative expenses	19,712		 	21,341		 	80,033		 	87,609		
Transaction and other costs (income)	116		 	5,932		 	88		 	9,272		
Provision (reversal) for doubtful accounts	(782	)	 	2,103		 	(231	)	 	3,347		
Insurance recovery income	—		 	(6,764	)	 	—		 	(6,764	)	
Total operating expenses	174,114		 	164,275		 	673,354		 	657,075		
Operating income	195,368		 	161,425		 	752,200		 	546,438		
Other expenses:	 	 	 	 	 	 	 	
Interest and debt expense	86,104		 	74,271		 	322,731		 	282,347		
Realized (gain) loss on derivative instruments, net	(724	)	 	(2	)	 	(2,072	)	 	900		
Unrealized (gain) loss on derivative instruments, net	1,405		 	(1,317	)	 	430		 	(1,397	)	
Debt termination expense	4,239		 	2,857		 	6,090		 	6,973		
Other (income) expense, net	(1,540	)	 	(1,085	)	 	(2,292	)	 	(2,637	)	
Total other expenses	89,484		 	74,724		 	324,887		 	286,186		
Income (loss) before income taxes	105,884		 	86,701		 	427,313		 	260,252		
Income tax expense (benefit)	34,459		 	(122,962	)	 	70,641		 	(93,274	)	
Net income (loss)	$	71,425		 	$	209,663		 	$	356,672		 	$	353,526		
Less: income (loss) attributable to non-controlling interest	1,868		 	2,503		 	7,117		 	8,928		
Net income (loss) attributable to shareholders	$	69,557		 	$	207,160		 	$	349,555		 	$	344,598		
Net income per common share—Basic	$	0.88		 	$	2.59		 	$	4.38		 	$	4.55		
Net income per common share—Diluted	$	0.87		 	$	2.57		 	$	4.35		 	$	4.52		
Cash dividends paid per common share	$	0.52		 	$	0.45		 	$	2.01		 	$	1.80		
Weighted average number of common shares outstanding—Basic	79,056		 	79,936		 	79,782		 	75,679		
Dilutive restricted shares	685		 	620		 	582		 	509		
Weighted average number of common shares outstanding—Diluted	79,741		 	80,556		 	80,364		 	76,188		

7

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

								
 	Year Ended December 31, 2018	 	Year Ended December 31, 2017	
Cash flows from operating activities:	 	 	 	
Net income (loss)	$	356,672		 	$	353,526		
Adjustments to reconcile net income (loss) to net cash provided by operating activities:		 		
Depreciation and amortization	545,138		 	500,720		
Amortization of deferred financing costs	15,005		 	13,401		
Lease related amortization	70,275		 	92,787		
Share-based compensation expense	9,030		 	5,641		
Net (gain) loss on sale of leasing equipment	(35,377	)	 	(35,812	)	
Net (gain) loss on sale of building	(20,953	)	 	—		
Unrealized (gain) loss on derivative instruments	430		 	(1,397	)	
Debt termination expense	6,090		 	6,973		
Deferred income taxes	66,467		 	(94,678	)	
Changes in operating assets and liabilities:	 	 	 	
Accounts receivable	(65,385	)	 	(5,967	)	
Accounts payable and accrued expenses	(14,449	)	 	(42,402	)	
Net equipment sold for resale activity	(2,341	)	 	8,821		
Cash received for settlement of interest rate swaps	187		 	2,117		
Other assets	(939	)	 	3,065		
Net cash provided by (used in) operating activities	929,850		 	806,795		
Cash flows from investing activities:	 	 	 	
Purchases of leasing equipment and investments in finance leases	(1,603,507	)	 	(1,562,863	)	
Proceeds from sale of equipment, net of selling costs	163,256		 	190,744		
Proceeds from the sale of building	27,630		 	—		
Cash collections on finance lease receivables, net of income earned	64,372		 	60,673		
Other	(160	)	 	55		
Net cash provided by (used in) investing activities	(1,348,409	)	 	(1,311,391	)	
Cash flows from financing activities:	 	 	 	
Issuance of common shares, net of underwriter expenses	—		 	192,931		
Purchases of treasury shares	(56,274	)	 	—		
Redemption of common shares for withholding taxes	(1,385	)	 	(70	)	
Debt issuance costs	(19,575	)	 	(34,494	)	
Borrowings under debt facilities	4,043,637		 	3,102,825		
Payments under debt facilities and capital lease obligations	(3,435,041	)	 	(2,539,711	)	
Dividends paid	(160,289	)	 	(135,557	)	
Distributions to noncontrolling interests	(19,146	)	 	(18,890	)	
Other	—		 	241		
Net cash provided by (used in) financing activities	351,927		 	567,275		
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(66,632	)	 	$	62,679		
Cash, cash equivalents and restricted cash, beginning of period	226,171		 	163,492		
Cash, cash equivalents and restricted cash, end of period	$	159,539		 	$	226,171		
Supplemental disclosures:	 	 	 	
Interest paid	$	308,827		 	$	269,601		
Income taxes paid (refunded)	$	4,484		 	$	(288	)	
Supplemental non-cash investing activities:	 	 	 	
Equipment purchases payable	$	22,392		 	$	128,133		

8

Use of Non-GAAP Financial Measures

We use the term " Adjusted net income " throughout this press release.

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 shareholders excluding debt termination costs net of tax, gains and losses on interest rate swaps net of tax, transaction and other costs net of tax, certain non-recurring transactions net of tax, foreign income tax adjustments, and taxes adjustments related to the intra-entity transfer.

Adjusted net income is not a presentation made in accordance with U.S. GAAP. Adjusted net income should not be considered as an alternative to, or more meaningful than, amounts determined in accordance with U.S. GAAP, including net income.

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

•	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 shareholders, the most directly comparable U.S. GAAP measure, to Adjusted net income in the table below for the three and twelve months ended December 31, 2018 and December 31, 2017 and for the three months ended September 30, 2018 .

9

	
																				
TRITON INTERNATIONAL LIMITED
Non-GAAP Reconciliations of Adjusted Net Income
(In thousands, except per share amounts)	
 	Three Months Ended,	 	Twelve Months Ended,	
 	December 31, 2018	 	September 30, 2018	 	December 31, 2017	 	December 31, 2018	 	December 31, 2017	
Net income (loss) attributable to shareholders	$	69,557		 	$	94,236		 	$	207,160		 	$	349,555		 	$	344,598		
Add (subtract):	 	 	 	 	 	 	 	 	 	
Unrealized (gain) loss on derivative instruments, net	1,250		 	286		 	(1,084	)	 	384		 	(1,150	)	
Insurance recovery income	—		 	—		 	(5,567	)	 	—		 	(5,567	)	
Debt termination expense	3,800		 	1,197		 	2,327		 	5,444		 	5,739		
Transaction and other costs (income)	104		 	2		 	4,862		 	79		 	7,631		
One-time tax benefit related to U.S. statutory rate reduction	—		 	—		 	(139,359	)	 	—		 	(139,359	)	
Foreign income tax adjustments	—		 	(881	)	 	—		 	(881	)	 	(393	)	
Gain of Sale of Building	—		 	—		 	—		 	(16,316	)	 	—		
Tax adjustments related to intra-entity asset transfer	24,728		 	—		 	—		 	24,728		 	—		
Adjusted net income	$	99,439		 	$	94,840		 	$	68,339		 	$	362,993		 	$	211,499		
Adjusted net income per share - Diluted	$	1.25		 	$	1.17		 	$	0.85		 	$	4.52		 	$	2.78		
Weighted average number of common shares outstanding—Diluted	79,741		 	80,728		 	80,556		 	80,364		 	76,188		

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

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TRITON INTERNATIONAL LIMITED
Calculation of Return on Equity
(In thousands)	
 	 	 	 	
 	Three Months Ended,	 	Twelve Months Ended,	
 	December 31, 2018	 	September 30, 2018	 	December 31, 2017	 	December 31, 2018	 	December 31, 2017	
Adjusted net income	$	99,439		 	$	94,840		 	$	68,339		 	$	362,993		 	$	211,499		
Annualized Adjusted net income (1)	394,513		 	376,267		 	271,128		 	362,993		 	211,499		
 	 	 			 	 	 	 	 	 	
Average Shareholders' equity (2)	$	2,230,590		 	$	2,230,042		 	$	1,988,156		 	$	2,174,714		 	$	1,799,188		
 	 	 	 	 	 	 	 	 	 	
Return on equity	17.7	%	 	16.9	%	 	13.6	%	 	16.7	%	 	11.8	%	
		
(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.	

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