Textainer Group Holdings Limited (TGH+A) 20-F 17 Mar 10 2009 FY Annual report (foreign) Financial data

Statement Of Financial Position

Statement Of Financial Position Classified (USD $)
In Thousands	Dec. 31, 2009	Dec. 31, 2008
Current assets:
Cash and cash equivalents	$56,819	$71,490
Accounts receivable, net of allowance for doubtful accounts of $8,347 and $5,855 in 2009 and 2008, respectively	68,896	49,328
Net investment in direct financing and sales-type leases	17,225	17,086
Containers held for resale	1,271	1,596
Prepaid expenses	1,785	3,271
Deferred taxes	1,463	1,961
Due from affiliates, net	126	39
Total current assets	147,585	144,771
Restricted cash	6,586	16,107
Containers, net of accumulated depreciation of $343,513 and $338,190 at 2009 and 2008, respectively	1,071,622	999,411
Net investment in direct financing and sales-type leases	63,326	74,633
Fixed assets, net of accumulated depreciation of $8,512 and $8,008 at 2009 and 2008, respectively	1,986	1,406
Intangible assets, net of accumulated amortization of $20,897 and $12,642 at 2009 and 2008, respectively	66,692	64,751
Interest rate swaps	731	0
Other assets	1,495	2,688
Total assets	1,360,023	1,303,767
Current liabilities:
Accounts payable	9,078	4,922
Accrued expenses	9,740	10,212
Container contracts payable	13,140	2,068
Deferred revenue	7,948	0
Due to owners, net	14,141	10,877
Secured debt facility	16,500	0
Bonds payable	51,500	58,000
Total current liabilities	122,047	86,079
Revolving credit facility	79,000	53,000
Secured debt facility	313,021	300,402
Bonds payable	226,875	313,241
Deferred revenue	11,294	0
Interest rate swaps	8,971	19,387
Income tax payable	18,656	16,074
Deferred taxes	6,894	7,577
Total liabilities	786,758	795,760
Textainer Group Holdings Limited shareholders' equity:
Common shares, $0.01 par value. Authorized 140,000,000 shares; issued and outstanding 47,760,771 and 47,604,740 at 2009 and 2008, respectively	478	476
Additional paid-in capital	170,497	166,744
Accumulated other comprehensive loss	(111)	(224)
Retained earnings	329,449	282,613
Total Textainer Group Holdings Limited shareholders' equity	500,313	449,609
Noncontrolling interest	72,952	58,398
Total equity	573,265	508,007
Total liabilities and equity	$1,360,023	$1,303,767

1_Statement Of Financial Positi

Statement Of Financial Position Classified (Parenthetical) (USD $)
In Thousands, except Share data	Dec. 31, 2009	Dec. 31, 2008
Accounts receivable, allowance for doubtful accounts	$8,347	$5,855
Containers, accumulated depreciation	343,513	338,190
Fixed assets, accumulated depreciation	8,512	8,008
Intangible assets, accumulated amortization	$20,897	$12,642
Common shares, par value	0.01	0.01
Common shares, Authorized	140,000,000	140,000,000
Common shares, issued	47,760,771	47,604,740
Common shares, outstanding	47,760,771	47,604,740

Statement Of Income Alternative

Statement Of Income Alternative (USD $)
In Thousands, except Per Share data	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Revenues:
Lease rental income	$189,779	$198,600	$192,342
Management fees	25,228	28,603	24,125
Trading container sales proceeds	10,925	34,231	25,497
Gains on sale of containers, net	11,350	15,647	13,544
Other, net	0	0	284
Total revenues	237,282	277,081	255,792
Operating expenses:
Direct container expense	39,062	25,709	32,895
Cost of trading containers sold	8,907	26,596	20,753
Depreciation expense	48,473	48,900	48,757
Amortization expense	7,080	6,979	3,677
General and administrative expense	20,304	20,991	18,063
Short-term incentive compensation expense	2,924	4,257	4,094
Long-term incentive compensation expense	3,575	3,148	932
Bad debt expense, net	3,304	3,663	1,133
Total operating expenses	133,629	140,243	130,304
Income from operations	103,653	136,838	125,488
Other income (expense):
Interest expense	(11,750)	(26,227)	(37,094)
Gain on early extinguishment of debt	19,398	0	0
Interest income	61	1,482	3,422
Realized (losses) gains on interest rate swaps and caps, net	(14,608)	(5,986)	3,204
Unrealized gains (losses) on interest rate swaps, net	11,147	(15,105)	(8,274)
Gain on lost military containers, net	865	2,252	4,639
Other, net	35	(203)	56
Net other expense	5,148	(43,787)	(34,047)
Income before income tax and noncontrolling interest	108,801	93,051	91,441
Income tax (expense) benefit	(3,471)	871	(6,847)
Net income	105,330	93,922	84,594
Less: Net income attributable to the noncontrolling interest	(14,554)	(8,681)	(16,926)
Net income attributable to Textainer Group Holdings Limited common shareholders	$90,776	$85,241	$67,668
Net income attributable to Textainer Group Holdings Limited common shareholders per share:
Basic	1.9	1.79	1.66
Diluted	1.88	1.78	1.66
Weighted average shares outstanding (in thousands):
Basic	47,761	47,605	40,800
Diluted	48,185	47,827	40,841

Statement Of Shareholders Equit

Statement Of Shareholders Equity And Other Comprehensive Income (USD $)
In Thousands, except Share data	Common shares	Additional paid-in capital	Notes receivable from shareholders	Accumulated other comprehensive income (loss)	Retained earnings	Noncontrolling interest	Total
Beginning Balances at Dec. 31, 2006	$383	$24,093	($1,180)	$380	$217,618	$85,922	$327,216
Beginning Balances (in shares) at Dec. 31, 2006	38,274,640
Cumulative effect of uncertain tax positions					1,035		1,035
Sale of common shares-initial public offering (in shares)	9,000,000
Sale of common shares-initial public offering	90	140,782					140,872
Initial public offering expenses		(2,905)					(2,905)
Dividends to shareholders ($0.92 in 2009, $0.89 in 2008 and $0.14 in 2007 per common share)					(46,581)		(46,581)
Exercise of share options (in shares)	330,000
Exercise of share options	3	872	(875)				0
Long-term incentive compensation expense		911					911
Repayment of notes receivable from shareholders			1,623				1,623
Purchase of 3,000 additional shares of TMCL						(53,131)	(53,131)
Comprehensive income:
Net income attributable to Textainer Group Holdings Limited common shareholders					67,668		67,668
Net income attributable to noncontrolling interest						16,926	16,926
Foreign currency translation adjustments				199			199
Total comprehensive income							84,793
Ending Balances (in shares) at Dec. 31, 2007	47,604,640
Ending Balances at Dec. 31, 2007	476	163,753	(432)	579	239,740	49,717	453,833
Initial public offering expenses		(31)					(31)
Dividends to shareholders ($0.92 in 2009, $0.89 in 2008 and $0.14 in 2007 per common share)					(42,368)		(42,368)
Restricted share units vested	100
Long-term incentive compensation expense		3,022					3,022
Repayment of notes receivable from shareholders			432				432
Comprehensive income:
Net income attributable to Textainer Group Holdings Limited common shareholders					85,241		85,241
Net income attributable to noncontrolling interest						8,681	8,681
Foreign currency translation adjustments				(803)			(803)
Total comprehensive income							93,119
Ending Balances (in shares) at Dec. 31, 2008	47,604,740
Ending Balances at Dec. 31, 2008	476	166,744	0	(224)	282,613	58,398	508,007
Dividends to shareholders ($0.92 in 2009, $0.89 in 2008 and $0.14 in 2007 per common share)					(43,940)		(43,940)
Restricted share units vested	156,031
Restricted share units vested	2	(2)					0
Long-term incentive compensation expense		3,493					3,493
Tax benefit from restricted share units vested		262					262
Comprehensive income:
Net income attributable to Textainer Group Holdings Limited common shareholders					90,776		90,776
Net income attributable to noncontrolling interest						14,554	14,554
Foreign currency translation adjustments				113			113
Total comprehensive income							14,667
Ending Balances (in shares) at Dec. 31, 2009	47,760,771
Ending Balances at Dec. 31, 2009	$478	$170,497	$0	($111)	$329,449	$72,952	$573,265

2_Statement Of Shareholders Equ

Statement Of Shareholders Equity And Other Comprehensive Income (Parenthetical) (USD $)
	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Dividends to shareholders, per common share	0.92	0.89	0.14
Purchase of additional shares of TMCL			3,000

Statement Of Cash Flows Indirec

Statement Of Cash Flows Indirect (USD $)
In Thousands	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Cash flows from operating activities:
Net income	$105,330	$93,922	$84,594
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	48,473	48,900	48,757
Bad debt expense, net	3,304	3,663	1,133
Unrealized (gains) losses on interest rate swaps, net	(11,147)	15,105	8,274
Amortization of debt issuance costs	2,176	2,693	1,395
Amortization of intangible assets	7,080	6,979	3,677
Amortization of acquired above-market leases	1,456	963	0
Amortization of deferred revenue	(4,462)	0	0
Amortization of unearned income on direct financing and sales-type leases	(8,625)	(5,855)	(2,602)
Gains on sale of containers and lost military containers, net	(12,215)	(17,899)	(18,183)
Gain on early extinguishment of debt	(19,398)	0	0
Share-based compensation expense	3,493	3,022	911
Decrease (increase) in:
Accounts receivable, net	(22,872)	(8,303)	(4,473)
Containers held for resale	429	2,292	702
Prepaid expenses and other current assets	1,538	2,444	(411)
Due from affiliates, net	(87)	(30)	6
Other assets	(805)	(2,249)	(381)
Increase (decrease) in:
Accounts payable	4,156	310	(6)
Accrued expenses	(210)	(903)	(1,357)
Deferred revenue	(3,581)	0	0
Due to owners, net	3,264	(7,142)	11,449
Long-term income tax payable	2,582	341	7,821
Deferred taxes, net	(185)	(1,844)	526
Total adjustments	(5,636)	42,487	57,238
Net cash provided by operating activities	99,694	136,409	141,832
Cash flows from investing activities:
Purchase of additional shares of Textainer Marine Containers Ltd	0	0	(71,131)
Purchase of containers and fixed assets	(144,274)	(320,218)	(208,095)
Purchase of intangible assets	(13,795)	(106)	(56,000)
Proceeds from sale of containers and fixed assets	58,833	68,312	70,200
Receipt of principal payments on direct financing and sales-type leases	37,816	20,110	11,120
Net cash used in investing activities	(61,420)	(231,902)	(253,906)
Cash flows from financing activities:
Proceeds from revolving credit facility	186,000	77,500	49,500
Principal payments on revolving credit facility	(160,000)	(46,000)	(28,000)
Proceeds from secured debt facility	196,500	288,500	236,000
Principal payments on secured debt facility	(167,500)	(119,200)	(157,300)
Principal payments on bonds payable	(53,293)	(58,000)	(58,000)
Extinguishment of bonds payable	(20,234)	0	0
Decrease in restricted cash	9,521	635	5,247
Debt issuance costs	(112)	(3,129)	(297)
Initial public offering costs	0	(31)	(2,905)
Issuance of common shares	0	0	140,872
Repayments of notes receivable from shareholders	0	432	1,623
Dividends paid	(43,940)	(42,368)	(46,581)
Net cash (used in) provided by financing activities	(53,058)	98,339	140,159
Effect of exchange rate changes	113	(803)	199
Net (decrease) increase in cash and cash equivalents	(14,671)	2,043	28,284
Cash and cash equivalents, beginning of the year	71,490	69,447	41,163
Cash and cash equivalents, end of the year	56,819	71,490	69,447
Cash paid during the year for:
Interest and realized (losses) gains on interest rate swaps and caps, net	24,506	29,176	32,478
Income taxes	541	929	850
Supplemental disclosures of noncash investing activities:
Increase (decrease) in accrued container purchases	11,072	(26,329)	(4,530)
Containers placed in direct financing and sales-type leases	18,023	48,783	23,488
Intangible assets relinquished for container purchases	$3,378	$0	$0

Nature of Business and Summary

Nature of Business and Summary of Significant Accounting Policies
	12 Months Ended Dec. 31, 2009
Nature of Business and Summary of Significant Accounting Policies	(1) Nature of Business and Summary of Significant Accounting Policies (a) Nature of Operations Textainer Group Holdings Limited (TGH) is incorporated in Bermuda. TGH is the holding company of a group of corporations, Textainer Group Holdings Limited and subsidiaries (the Company), involved in the purchase, management, leasing and resale of a fleet of marine cargo containers. The Company manages and provides administrative support to the affiliated and unaffiliated owners (the Owners) of the containers and structures and manages container leasing investment programs. The Company conducts its business activities in four main areas: container ownership, container management, container resale and military management. These activities are described below (also see Note 12 Segment Information). The Company completed an initial public offering (IPO) of its common shares at $16.50 per share on October15, 2007 and listed its common shares on the New York Stock Exchange under the symbol TGH. The Company sold 9,000,000 common shares and generated proceeds of $137,936, after deducting underwriting discounts and other offering expenses. The Company used a portion of the proceeds to repay borrowings of $56,000 incurred in the Capital Transaction described in Note 8 Intangible Assets. Container Ownership The Companys containers consist primarily of standard dry freight containers, but also include special-purpose containers. These containers are financed through reinvested earnings, a revolving credit facility and a secured debt facility provided by banks, and bonds payable to investors. Expenses related to lease rental income include direct container expenses, depreciation expense and interest expense. Container Management The Company manages, on a worldwide basis, a fleet of containers for and on behalf of the Owners. All rental operations are conducted worldwide in the name of the Company who, as agent for the Owners, acquires and sells containers, enters into leasing agreements and depot service agreements, bills and collects lease rentals from the lessees, disburses funds to depots for container handling, and remits net amounts, less management fees and commissions, to the Owners. Revenues, customer accounts receivable, fixed assets, depreciation and other operating expenses, and vendor payables arising from direct container operations of the managed portion of the Owners fleet have been excluded from the Companys financial statements. Management fees are typically a percentage of net operating income of each Owners fleet and consist of fees earned by the Company for services related to management of the containers, and net acquisition fees earned on the acquisition of containers. Expenses related to the provision of management services include general and administrative expense, short-term and long-term incentive compensation expense and amortization expense. Container Resale The Company buys and subsequently resells used containers (trading containers) from third parties. Container sales revenue represents the proceeds on the sale of containers purchased for resale. Cost of containers sold represents on

Step Acquisition

Step Acquisition
	12 Months Ended Dec. 31, 2009
Step Acquisition	(2) Step Acquisition On November1, 2007, the Companys wholly owned subsidiary, Textainer Limited (TL) purchased 3,000 additional ClassA shares of TMCL for cash consideration of $71,131. TLs total ownership interest in ClassA common shares before and after the step acquisition was 50% and 75%, respectively. The Company has consolidated TMCL since the inception of the entity in 2001. The Company accounted for this transaction as a step acquisition, allocating the purchase price based on the fair value of the assets and liabilities acquired in proportion to the percentage of shares acquired. The Company also recorded an adjustment to the purchase price allocation to reduce the carrying value of containers by $3,002 for the year ended December31, 2008 as a result of a change in the Companys tax basis in those containers. As a result of this purchase, TL and Fortis now hold voting interests in TMCL of 75% and 25%, respectively. In addition, voting matters related to commencing bankruptcy proceedings and amending related board and shareholder meeting requirements require the approval of a separate Class C common shareholder, which does not have any economic ownership interest in TMCL. The step acquisition was recorded on November1, 2007 as follows: Purchase method adjustment to carrying values: Noncontrolling interest acquired $ 53,131 Tangible assetscontainers 13,594 Intangible assetslease contracts 2,362 Discount on Secured Debt Facility 751 Discount on 2005-1 Bonds 1,293 $ 71,131

Container Purchases

Container Purchases
	12 Months Ended Dec. 31, 2009
Container Purchases	(3) Container Purchases On October1, 2009, the Company purchased approximately 30,900 containers that it had been managing for Amphibious Container Leasing Limited (Amficon) for $63,676. On August1, 2009, the Company purchased approximately 28,700 containers that it had been managing for a large institutional investor, including related accounts receivable, due from owners, net, accounts payable and accrued expenses for a total purchase price equal to $34,173. The total purchase price, which was allocated based on the fair value of the assets and liabilities acquired, was recorded as follows: Containers, net of accumulated depreciation $ 33,015 Other net assets 1,158 Purchase price $ 34,173

Purchase-leaseback Transactions

Purchase-leaseback Transactions
	12 Months Ended Dec. 31, 2009
Purchase-leaseback Transactions	(4) Purchase-leaseback Transactions On March31, 2009 and July16, 2009, the Company completed purchase-leaseback transactions for approximately 5,900 and 28,900 containers, respectively, with an Asian shipping line for total purchase prices of $1,361 and $11,914, respectively. The purchase price and leaseback rental rates were below market rates. The prepayment of the lease by the lessee by selling the containers at below-market prices to the Company was recorded as follows: Containers, net of accumulated depreciation $ 40,291 Deferred revenueoperating lease contracts (27,016 ) Purchase price $ 13,275 The deferred revenue is being amortized to lease rental income over the three-year term of the lease contract.

Transactions with Affiliates an

Transactions with Affiliates and Owners
	12 Months Ended Dec. 31, 2009
Transactions with Affiliates and Owners	(5) Transactions with Affiliates and Owners Amounts due from affiliates, net generally result from cash advances and the payment of affiliated companies administrative expenses by the Company on behalf of such affiliates. Balances are generally paid within 30 days. Management fees, including acquisition fees and sales commissions for the years ended December31, 2009, 2008 and 2007 were as follows: 2009 2008 2007 Fees from affiliated Owner $ 4,727 $ 6,014 $ 6,351 Fees from unaffiliated Owners 18,668 20,807 16,043 Fees from Owners 23,395 26,821 22,394 Other fees 1,833 1,782 1,731 Total management fees $ 25,228 $ 28,603 $ 24,125 Due to Owners, net represents lease rentals collected on behalf of and payable to Owners, net of direct expenses and management fees receivable. Due to Owners, net at December31, 2009 and 2008 consisted of the following: 2009 2008 Affiliated Owner $ 1,114 $ 902 Unaffiliated Owners 13,027 9,975 Total due to Owners, net $ 14,141 $ 10,877

Direct Financing and Sales-type

Direct Financing and Sales-type Leases
	12 Months Ended Dec. 31, 2009
Direct Financing and Sales-type Leases	(6) Direct Financing and Sales-type Leases The Company leases containers under direct financing and sales-type leases. The Company had 41,868 and 40,391 containers under direct financing and sales-type leases as of December31, 2009 and 2008, respectively. The components of the net investment in direct financing and sales-type leases as of December31, 2009 and 2008 were as follows: 2009 2008 Future minimum lease payments receivable $ 96,550 $ 117,747 Residual value of containers on sales-type leases 1,595 Less unearned income (17,594 ) (26,028 ) Net investment in direct financing and sales-type leases $ 80,551 $ 91,719 Amounts due within one year $ 17,225 $ 17,086 Amounts due beyond one year 63,326 74,633 Net investment in direct financing and sales-type leases $ 80,551 $ 91,719 The following is a schedule by year of future minimum lease payments receivable under these direct financing and sales-type leases as of December31, 2009: Year ending December31: 2010 $ 22,949 2011 20,117 2012 18,420 2013 11,980 2014 and thereafter 23,084 Total future minimum lease payments receivable $ 96,550 Lease rental income includes income earned from direct financing and sales-type leases in the amount of $10,691, $6,499 and $4,092 for the years ended December31, 2009, 2008 and 2007 respectively.

Containers and Fixed Assets

Containers and Fixed Assets
	12 Months Ended Dec. 31, 2009
Containers and Fixed Assets	(7) Containers and Fixed Assets Containers, net at December31, 2009 and 2008 consisted of the following: 2009 2008 Containers $ 1,415,135 $ 1,337,601 Less accumulated depreciation (343,513 ) (338,190 ) Containers, net $ 1,071,622 $ 999,411 Containers, net included containers identified for sale that had a carrying value of $2,851 and $418 as of December31, 2009 and 2008 and are not subject to depreciation. Trading containers classified as containers held for resale had a carrying value of $1,271 and $1,596 as of December31, 2009 and 2008 and are also not subject to depreciation. All owned containers are pledged as collateral for debt as of December31, 2009 and 2008. Fixed assets, net at December31, 2009 and 2008 consisted of the following: 2009 2008 Computer equipment and software $ 6,852 $ 6,385 Office furniture and equipment 1,796 1,757 Automobiles 176 167 Leasehold improvements 1,674 1,105 10,498 9,414 Less accumulated depreciation (8,512 ) (8,008 ) Fixed assets, net $ 1,986 $ 1,406

Intangible Assets

Intangible Assets
	12 Months Ended Dec. 31, 2009
Intangible Assets	(8) Intangible Assets On July23, 2007, the Company purchased the exclusive rights to manage the approximately 500,000 twenty-foot equivalent unit (TEU) container fleet of Capital Lease Limited, Hong Kong (Capital) for $56,000. The Company began managing the Capital fleet on September1, 2007. The purchase price is being fully amortized over the expected 13-year life of the contract on a pro-rata basis to the expected management fees. Amortization expense for the years ended December31, 2009, 2008 and 2007 was $4,776, $4,458 and $1,489, respectively. On April15, 2009, the Company purchased the exclusive rights to manage the approximately 145,000 TEU container fleet of Amficon for $10,600. The purchase price is being amortized over the expected approximate 11-year life of the contract on a pro-rata basis to the expected management fees. On October1, 2009, the Company purchased approximately 53,000 TEU of the containers that it had been managing for Amficon for $63,676 cash and relinquished management rights for those containers previously recorded as an intangible asset of $3,378. Amortization expense for the year ended December31, 2009 was $814. On June12, 2009, the Company purchased for $2,954 the exclusive rights to manage the approximately 154,000 TEU container fleet of Capital Intermodal Limited, Capital Intermodal GmbH, Capital Intermodal Inc., Capital Intermodal Assets Limited and Xines Limited (collectively Capital Intermodal). The purchase price is being amortized over the expected approximate 11-year life of the contract on a pro-rata basis to the expected management fees. Amortization expense for the year ended December31, 2009 was $99. The changes in the carrying amount of intangible assets during the years ended December31, 2009, 2008 and 2007 are as follows: Balance as of December31, 2006 $ 17,960 Addition arising from the Capital Transaction 56,000 Step acquisition adjustment related to lease contracts (1) 2,363 Amortization expense (3,677 ) Balance as of December31, 2007 72,646 Amortization expense of step acquisition adjustment related to lease (916 ) Amortization expense (6,979 ) Balance as of December31, 2008 64,751 Additions arising from the Amficon, Capital Intermodal and other transactions 13,795 Amortization expense of step acquisition adjustment related to lease contracts and other (1,396 ) Reduction arising from the relinquishment of management rights from the purchase of containers from Amficon (3,378 ) Amortization expense (7,080 ) Balance as of December31, 2009 $ 66,692 (1) Represents a step acquisition adjustment related to the Companys wholly owned subsidiary, Textainer Limited (TL) purchase of 3,000 additional Class A shares of TMCL on November 1, 2007. The adjustment was recorded to increase the balance of lease contracts to an amount that equaled the fair market value of the lease contracts on the date of the acquisition. See Note 2 Step Acquisition for further discussion. The following is a schedule, b

Accrued Expenses

Accrued Expenses
	12 Months Ended Dec. 31, 2009
Accrued Expenses	(9) Accrued Expenses Accrued expenses at December31, 2009 and 2008 consisted of the following: 2009 2008 Accrued compensation $ 4,042 $ 6,032 Direct container expense 3,106 2,227 Interest payable 1,045 1,369 Other 1,547 584 Total accrued expenses $ 9,740 $ 10,212

Income Taxes

Income Taxes
	12 Months Ended Dec. 31, 2009
Income Taxes	(10) Income Taxes The Company is not subject to taxation in its country of incorporation; however, the Company is subject to taxation in certain other jurisdictions due to the nature of the Companys operations. The Company estimates its tax liability based upon its understanding of the tax laws of the various countries in which it operates. Income tax (benefit) expense for the years ended December31, 2009, 2008 and 2007 consisted of the following: 2009 2008 2007 Current Bermuda $ $ $ Foreign 3,657 972 6,661 3,657 972 6,661 Deferred Bermuda Foreign (186 ) (1,843 ) 186 (186 ) (1,843 ) 186 $ 3,471 $ (871 ) $ 6,847 The components of income before income taxes and noncontrolling interest were as follows: 2009 2008 2007 Bermuda sources $ $ $ Foreign sources 108,801 93,051 91,441 $ 108,801 $ 93,051 $ 91,441 A reconciliation of the differences between the Bermuda statutory income tax rate and the effective tax rate as provided in the consolidated statements of income is as follows: 2009 2008 2007 Bermuda tax rate 0.00 % 0.00 % 0.00 % Foreign tax rate 1.05 % -1.60 % 1.24 % Tax uncertainties 2.14 % 0.66 % 6.58 % Other 0.00 % 0.00 % -0.33 % 3.19 % -0.94 % 7.49 % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December31, 2009 and 2008 are presented below: 2009 2008 Deferred tax assets: Net operating loss $ 5,495 $ 4,420 Other 2,837 3,650 Deferred tax assets 8,332 8,070 Deferred tax liabilities: Containers, net 13,243 12,345 Other 520 1,341 Deferred tax liabilities 13,763 13,686 Net deferred tax liability $ 5,431 $ 5,616 In assessing the realizability of deferred tax assets, the Companys management considers whether it is more likely than not that the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Companys management considers the projected future taxable income for making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, the Companys management believes it is more likely than not the Company will realize the benefits of these deductible differences noted above. On October1, 2007, the Company purchased an additional interest in

Revolving Credit Facilities, Bo

Revolving Credit Facilities, Bonds Payable and Secured Debt Facility, and Derivative Instruments
	12 Months Ended Dec. 31, 2009
Revolving Credit Facilities, Bonds Payable and Secured Debt Facility, and Derivative Instruments	(11) Revolving Credit Facilities, Bonds Payable and Secured Debt Facility, and Derivative Instruments The following represents the Companys debt obligations as of December31, 2009 and 2008: Revolving Credit Facilities, Bonds Payable and Secured Debt Facility 2009 2008 Revolving Credit Facilities, weighted average interest at 1.25% and 2.67% at December31, 2009 and 2008, respectively $ 79,000 $ 53,000 2005-1 Bonds, interest at 0.76% and 1.73% at December31, 2009 and 2008, respectively 278,375 371,241 Secured Debt Facility, weighted average interest at 1.48% and 2.45% at December31, 2009 and 2008, respectively 329,521 300,402 Total debt obligations $ 686,896 $ 724,643 Amount due within one year $ 68,000 $ 58,000 Amounts due beyond one year $ 618,896 $ 666,643 Revolving Credit Facilities A Company subsidiary, TL, has a credit agreement with a group of banks that provides for a revolving credit facility with an aggregate commitment amount of up to $205,000 (which includes a $50,000 letter of credit facility) (the Credit Facility). The Credit Facility provides for payments of interest only during its term beginning on its inception date through April22, 2013 when all borrowings are due in full. Interest on the outstanding amount due under the Credit Facility at December31, 2009 was based either on the U.S. prime rate or LIBOR plus a spread between 0.5% and 1.5%, which varies based on TGHs leverage. Total outstanding principal under the Credit Facility was $79,000 and $53,000 as of December31, 2009 and 2008, respectively. The Company had no outstanding letters of credit under the Credit Facility as of December31, 2009 and 2008. The Credit Facility is secured by the Companys containers and under the terms of the Credit Facility, the total outstanding principal may not exceed the lesser of the commitment amount and a formula based on the Companys net book value of containers and outstanding debt. The additional amount available for borrowing under the Credit Facility, as limited by the Companys borrowing base, was $26,386 as of December31, 2009. TGH acts as a guarantor of the Credit Facility. The Credit Facility contains restrictive covenants, including limitations on certain liens, indebtedness and investments. In addition, the Credit Facility contains certain restrictive financial covenants on TGHs tangible net worth, leverage, debt service coverage and on TLs leverage and interest coverage. The Company was in compliance with all such covenants at December31, 2009. There is a commitment fee of 0.20% to 0.30% on the unused portion of the Credit Facility, which varies based on the leverage of TGH and is payable in arrears. In addition, there is an agents fee, which is payable annually in advance. Bonds Payable and Secured Debt Facility In 2005, one of the Companys subsidiaries, TMCL, issued $580,000 in variable rate amortizing bonds (the 2005-1 Bonds) to institutional investors. The $580,000 in 2005-1 Bonds represent fully amortizing notes payable on a straight-line basis over a sc

Segment Information

Segment Information
	12 Months Ended Dec. 31, 2009
Segment Information	(12) Segment Information As described in Note 1(a) Nature of Operations, the Company operates in four reportable segments: container ownership, container management, container resale and military management. The following tables show segment information for the years ended December31, 2009, 2008 and 2007, reconciled to the Companys income before taxes as shown in its consolidated statements of income: 2009 Container Ownership Container Management Container Resale Military Management Other Eliminations Totals Lease rental income $ 188,431 $ $ $ 1,348 $ $ $ 189,779 Management fees 35,551 9,601 1,833 (21,757 ) 25,228 Trading container sales proceeds 10,925 10,925 Gain on sale of containers, net 11,353 (3 ) 11,350 Other revenue Total revenue $ 199,784 $ 35,548 $ 20,526 $ 3,181 $ $ (21,757 ) $ 237,282 Depreciation expense $ 49,596 $ 772 $ $ 18 $ $ (1,913 ) $ 48,473 Interest expense $ 11,750 $ $ $ $ $ $ 11,750 Unrealized gains on interest rate swaps, net $ 11,147 $ $ $ $ $ $ 11,147 Segment income before taxes $ 95,178 $ 8,815 $ 7,993 $ 1,166 $ (2,686 ) $ (1,665 ) $ 108,801 Total assets $ 1,259,050 121,823 $ 2,463 $ 558 $ 2,109 $ (25,980 ) $ 1,360,023 Purchases of long-lived assets $ 157,351 $ 11,790 $ $ $ $ $ 169,141 2008 Lease rental income $ 194,795 $ $ $ 3,805 $ $ $ 198,600 Management fees 42,861 9,113 1,782 (25,153 ) 28,603 Trading container sales proceeds 34,231 34,231 Gain on sale of containers, net 15,649 (2 ) 15,647 Other revenue Total revenue $ 210,444 $ 42,859 $ 43,344 $ 5,587 $ $ (25,153 ) $ 277,081 Depreciation expense $ 49,709 $ 676 $ $ 72 $ $ (1,557 ) $ 48,900 Interest expense $ 26,227 $ $ $ $ $ $ 26,227 Unrealized losses on interest rate swaps, net $ 15,105 $ $ $ $ $ $ 15,105 Segment income before taxes $ 67,908 $ 16,

Commitments and Contingencies

Commitments and Contingencies
	12 Months Ended Dec. 31, 2009
Commitments and Contingencies	(13) Commitments and Contingencies (a) Leases The Company has entered into several operating leases for office space. Rent expense amounted to $1,655, $1,642 and $1,445 for the years ended December31, 2009, 2008 and 2007, respectively. Future minimum lease payment obligations under the Companys noncancelable operating leases at December31, 2009 were as follows: Operating leasing Year ending December 31: 2010 $ 1,323 2011 1,300 2012 1,253 2013 1,240 2014 and thereafter 3,975 Total $ 9,091 (b) Restricted Cash Restricted interest-bearing cash accounts were established by the Company as additional collateral for outstanding borrowings under the Companys Secured Debt Facility and 2005-1 Bonds. The total balance of these restricted cash accounts was $6,586 and $16,107 as of December31, 2009 and 2008, respectively. (c) Container Commitments At December31, 2009, the Company had placed orders with manufacturers for containers to be delivered subsequent to December31, 2009 in the total amount of $8,398. (d) Trading Container Purchase and Commitments On September1, 2009, the Company entered into an agreement with a shipping line to purchase up to $9,172 of containers to be resold. The agreement expires at the end of August 2010 or when all the equipment has been delivered. At December31, 2009, $3,575 of containers remain to be purchased (e) Legal Proceedings on the Sale of the Partnerships Assets On April18, 2005, six California limited partnerships formed to invest in transportation equipment sold substantially all of their assets to RFH, Ltd. (RFH). As part of this sale transaction, RFH engaged Textainer Equipment Management Ltd., one of the general partners, to manage the containers RFH bought. Five lawsuits were filed between March 2005 and June 2007 in state and federal court, initiated by certain limited partners. The state cases were consolidated into one action. The limited partners in the state action alleged that the general partners breached their fiduciary duties by selling the assets for less than their fair value, retaining management rights over the assets following the sale, and making materially false or misleading statements in proxy statements issued in connection with the sale of assets. In the federal case, plaintiffs alleged a breach of fiduciary duty claim similar to that in the state action and also alleged that the general partners violated federal securities laws. The lawsuits sought to recover damages for the limited partners based on the allegedly inadequate purchase price paid for the assets. On February5, 2009, the plaintiffs in the state case, plaintiff in the federal case, and the Textainer defendants reached a settlement agreement under which Textainers insurer would pay a total of $10,000 to the plaintiffs on defendants behalf. On May5, 2009, the Court granted final approval of the global settlement agreement. On July7, 2009, the time for class members to appeal the class action settlement agreement expired. On November24, 2008, the Ninth Circuit granted the federal pa

Share Option and Restricted Sha

Share Option and Restricted Share Unit Plans
	12 Months Ended Dec. 31, 2009
Share Option and Restricted Share Unit Plans	(14) Share Option and Restricted Share Unit Plans As of December31, 2009, the Company maintained one active share option and restricted share unit plan, the 2007 Plan. The 2007 Plan provides for the grant of share options, restricted share units, restricted shares, share appreciation rights and dividend equivalent rights. The 2007 Plan provides for grants of incentive share options only to the Companys employees or employees of any parent or subsidiary of TGH. Awards other than incentive share options may be granted to the Companys employees, directors and consultants or the employees, directors and consultants of any parent or subsidiary of TGH. Under the 2007 Plan, which was approved by the Companys shareholders on September4, 2007, a maximum of 3,808,371 share awards may be granted under the plan. At December31, 2009, 612,378 shares were available for future issuance under the 2007 Plan. On February23, 2010, the Company Board of Directors approved an increase in the number of shares available for future issuance by 1,468,500 shares. Share options are granted at exercise prices equal to the fair market value of the shares on the grant date. Each employees options vest in increments of 25%per year beginning approximately one year after an options grant date. Unless terminated pursuant to certain provisions within the share option plans, including discontinuance of employment with the Company, all unexercised options expire ten years from the date of grant. Beginning approximately one year after a restricted share units grant date, each employees restricted share units vest in increments of 15%per year for the first two years, 20% for the third year and 25% for the fourth and fifth year. The following is a summary of activity in the Companys 2007 Plan for the years ended December31, 2009 and 2008: Shareoptions (commonshareequivalents) Weightedaverage exercise price Balances, December31, 2006 $ Options granted during the period 1,052,618 $ 16.50 Options forfeited during the period (7,884 ) $ 16.50 Balances, December31, 2007 1,044,734 $ 16.50 Options granted during the period 251,418 $ 7.19 Options forfeited during the period (12,140 ) $ 16.50 Balances, December31, 2008 1,284,012 $ 14.68 Options granted during the period 218,904 $ 16.97 Balances, December31, 2009 1,502,916 $ 15.01 Options exercisable at December31, 2009 260,129 $ 16.49 Options vested and expected to vest at December31, 2009 1,429,758 $ 15.02 Restrictedshareunits Weightedaverage grantdatefairvalue Balances, December31, 2006 $ Share units granted during the period 1,052,618 $ 14.29 Share units forfeited during the period (9,656 ) $ 14.29 Balances, December31, 2007 1,042,962 $ 14.29 Share units granted during the period 251,418 $ 4.52 Share units forfeited during the period (12,140 ) $ 14.29 Share units vested during the period (

Dividend

Dividend
	12 Months Ended Dec. 31, 2009
Dividend	(15) Dividend On February8, 2010, the Companys board of directors approved and declared a quarterly cash dividend of $0.23 per share on the Companys issued and outstanding common shares, payable on March3, 2010 to shareholders of record as of February22, 2010.

SCHEDULE I

SCHEDULE I
	12 Months Ended Dec. 31, 2009
SCHEDULE I	TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES SCHEDULE ICONDENSED BALANCE SHEETS Parent Company Information December31, 2009 and 2008 (All currency expressed in United States dollars in thousands) 2009 2008 Assets Current assets: Cash and cash equivalents $ 1,807 $ 639 Prepaid expenses 298 48 Due from affiliates, net 776 931 Total current assets 2,881 1,618 Investments in subsidiaries 498,344 449,110 Other assets 4 Total assets $ 501,229 $ 450,728 Liabilities and Shareholders Equity Current liabilities: Accrued expenses $ 916 $ 1,119 Total current liabilities 916 1,119 Shareholders equity: Common stock 478 476 Additional paid-in capital 170,497 166,744 Accumulated other comprehensive income (111 ) (224 ) Retained earnings 329,449 282,613 Total shareholders equity 500,313 449,609 Total liabilities and shareholders equity $ 501,229 $ 450,728 TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES SCHEDULE ICONDENSED STATEMENTS OF INCOME Parent Company Information Years Ended December31, 2009, 2008 and 2007 (All currency expressed in United States dollars in thousands) 2009 2008 2007 Operating expenses: General and administrative expense $ 2,765 $ 2,598 $ 861 Total operating expenses 2,765 2,598 861 Loss from operations (2,765 ) (2,598 ) (861 ) Other income (expense): Equity in net income of subsidiaries 93,459 87,780 68,494 Interest income 41 142 Other income (expense) 93 18 (107 ) Net other income 93,552 87,839 68,529 Income before income tax 90,787 85,241 67,668 Income tax expense (11 ) Net income $ 90,776 $ 85,241 $ 67,668 TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES SCHEDULE ICONDENSED STATEMENT OF CASH FLOWS Parent Company Information Years ended December31, 2009, 2008 and 2007 (All currency expressed in United States dollars in thousands) 2009 2008 2007 Cash flows from operating activities: Net income $ 90,776 $ 85,241 $ 67,668 Adjustments to reconcile net income to net cash used in operating activities: Equity in income of subsidiaries (93,459 ) (87,780 ) (68,494 ) Share-based compensation expense 3,493 3,022 911 Decrease (increase) in: Prepaid expenses (250 ) 450 (417

Schedule II

Schedule II
	12 Months Ended Dec. 31, 2009
Schedule II	Schedule II TEXTAINER GROUP HOLDINGS LIMITED AND SUBSIDIARIES Valuation Accounts Years ended December31, 2009, 2008 and 2007 (All currency expressed in United States dollars in thousands) Balanceat Beginning of Period Additions Chargedto Expense Additions/ (Deductions) Balanceat Endof Period December31, 2007 Accounts receivable, allowance for doubtful accounts $ 2,320 $ 1,133 $ (293 ) $ 3,160 December31, 2008 Accounts receivable, allowance for doubtful accounts $ 3,160 $ 3,663 $ (968 ) $ 5,855 December31, 2009 Accounts receivable, allowance for doubtful accounts $ 5,855 $ 3,304 $ (812 ) $ 8,347

Document Information

Document Information
	12 Months Ended Dec. 31, 2009
Document Type	20-F
Amendment Flag	false
Document Period End Date	2009-12-31

Entity Information

Entity Information
	12 Months Ended Dec. 31, 2009
Trading Symbol	TGH
Entity Registrant Name	TEXTAINER GROUP HOLDINGS LTD
Entity Central Index Key	0001413159
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding	47,760,771