Table of Contents

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(7)
Registration Number 333-170169

               Subject to Completion
Preliminary Prospectus Supplement dated March 28, 2011

PROSPECTUS SUPPLEMENT

5,000,000 Shares

TAL INTERNATIONAL GROUP, INC.

Common Stock

---

              We are selling 2,500,000 shares of our common stock and the selling stockholders are selling 2,500,000 shares of our common stock. We will not receive any proceeds from the sale of shares to be offered by the selling stockholders.

              Our shares trade on the New York Stock Exchange under the symbol "TAL." On March 25, 2011, the last sale price of the shares as reported on the New York Stock Exchange was $36.06 per share.

              Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page S-12 of this prospectus supplement and page 14 of our Annual Report on Form 10-K for the year ended December 31, 2010, which is incorporated herein by reference.

---

              The underwriters may also exercise their option to purchase up to an additional 750,000 shares from the selling stockholders, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus supplement to cover overallotments, if any.

              Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

              The shares will be ready for delivery on or about                        , 2011.

---

Joint Book-Running Managers

---

The date of this prospectus supplement is                        , 2011.

---

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

S-i

---

Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

              Unless the context otherwise requires, "TAL International Group," "TAL," "the Company," "we," "us," "our" and similar names refer to TAL International Group, Inc. and its subsidiaries.

              This document is in two parts. The first part is the prospectus supplement, which describes the terms of this offering of shares of our common stock. The second part is the accompanying prospectus, which provides more general information. Generally, when we refer to "this prospectus", we are referring to both parts of this document combined. If the description of this offering varies between the prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. This prospectus supplement contains information about the shares of our common stock offered in this offering and may add, update or change information in the accompanying prospectus. Before you invest in shares of our common stock, you should carefully read this prospectus supplement, along with the accompanying prospectus, in addition to the information contained in the documents we refer to under the headings "Where You Can Find More Information" and "Information Incorporated by Reference."

              You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus or any free writing prospectus prepared by us. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we, the underwriters nor the selling stockholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, including any information incorporated in this prospectus supplement by reference, the accompanying prospectus or any free writing prospectus prepared by us is accurate as of any date other than the date of these documents. Our business, financial condition, results of operations and prospects may have changed since that date. Neither the delivery of this prospectus supplement nor any sale made under it implies that there has been no change in our affairs or that the information in this prospectus supplement is correct as of any date after the date of this prospectus supplement.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

              This prospectus and the documents incorporated herein by reference contain, or will contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that involve substantial risks and uncertainties. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the Securities and Exchange Commission, or SEC, or in connection with oral statements made to the press, potential investors or others. All statements, other than statements of historical facts, included in this prospectus and the documents we incorporate by reference in this prospectus regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words "expect," "estimate," "anticipate," "predict," "believe," "think," "plan," "will," "should," "intend," "seek," "potential" and similar expressions and variations are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

              The forward-looking statements in this prospectus and the documents we incorporate by reference in this prospectus are subject to a number of known and unknown risks and uncertainties that could cause our actual results, performance or achievements to differ materially from those described in the forward-looking statements, including, but not limited to, the risks and uncertainties described in the section entitled "Risk Factors" in this prospectus and in any document we incorporate by reference in this prospectus.

              Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the SEC, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. We caution you not to unduly rely on the forward-looking statements when evaluating the information presented or incorporated by reference herein.

S-ii

---

Table of Contents

PROSPECTUS SUPPLEMENT SUMMARY

              This summary highlights selected information about us. This summary does not contain all of the information that may be important to you or that you should consider before deciding to invest in our common stock. You should read carefully this entire prospectus supplement, the accompanying prospectus and the information incorporated by reference herein, including the risk factors and our consolidated financial statements and the related notes before investing in our common stock.

Our Company

              TAL International Group, Inc. is one of the world's leading owners and lessors of intermodal containers and chassis. Intermodal containers are large, standardized steel boxes used to transport freight by ship, rail or truck. Because of the handling efficiencies they provide, intermodal containers are the primary means by which many goods and materials are shipped internationally. Chassis are rectangular, wheeled steel frames used for the transportation of containers domestically.

              Our operations include the acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers. According to Dynamar B.V. ("Dynamar"), we are the world's fourth largest lessor of intermodal containers as measured by fleet size, with approximately 11% market share of the world's leased container fleet at the end of 2010. As of December 31, 2010, our total fleet consisted of 855,686 containers and chassis, including 28,089 containers under management for third parties, representing 1,397,183 twenty-foot equivalent units ("TEU"). We have an extensive global presence, offering leasing services through 18 offices in 11 countries and 216 third party container depot facilities in 39 countries as of December 31, 2010. Our customers are among the world's largest shipping lines and include, among others, APL-NOL, CMA CGM S.A., Maersk Line, Mediterranean Shipping Company S.A., Nippon Yusen Kaisha and Orient Overseas Container Line.

              Our total revenues primarily consist of leasing revenues derived from the lease of our owned containers and, to a lesser extent, fees received for managing containers owned by third parties and equipment trading revenue. The most important driver of our profitability is the extent to which leasing revenues (which are driven primarily by our owned container fleet size, utilization and average rental rates) exceed our ownership, operating costs and administrative expenses. We seek to exceed a targeted return on our investment over the life cycle of each container by managing container utilization, per diem lease rates, drop-off restrictions and the used container sale process.

              We believe we have favorable tax attributes as a result of the availability of net operating loss carryovers and accelerated tax depreciation for our equipment. While we record income tax expense we do not pay any significant federal, state or foreign income taxes and the majority of the expense recorded for income taxes is recorded as a deferred tax liability on the balance sheet. We anticipate that the deferred income tax liability will continue to grow for the foreseeable future. For the years ended December 31, 2006 through December 31, 2010, we generated leasing revenue, income before income taxes, adjusted pre-tax income, adjusted net income, net income and related per share amounts as follows:

S-1

---

Table of Contents

For the definition of adjusted pre-tax income and adjusted net income and a reconciliation of such non-GAAP measures to income before income taxes and net income see "Summary Historical Consolidated Financial and Operating Data."

              We primarily lease three principal types of equipment: (1) dry freight containers, which are used for general cargo such as manufactured component parts, consumer staples, electronics and apparel, (2) refrigerated containers, which are used for perishable items such as fresh and frozen foods, and (3) special containers, which are used for heavy and oversized cargo such as marble slabs, building products and machinery. We also lease chassis, which are used for the transportation of containers domestically, and tank containers, which are used to transport bulk liquid products such as chemicals. Our in-house equipment sales group manages the sale process for our used containers and chassis from our equipment leasing fleet and buys and sells used and new containers and chassis acquired from third parties.

              We generally lease our equipment on a per diem basis to our customers under three types of leases: long-term leases, finance leases and service leases. Long-term leases typically have initial contractual terms ranging from three to eight years and provide us with stable cash flow and low transaction costs by requiring customers to maintain specific units on-hire for the duration of the lease. Finance leases are typically structured as full payout leases, and provide for a predictable recurring revenue stream with the lowest daily cost to the customer because customers are generally required to retain the equipment for the duration of its useful life. Service leases command a premium per diem rate in exchange for providing customers with a greater level of operational flexibility by allowing the pick-up and drop-off of units during the lease term.

              As of December 31, 2010, 65% of our on-hire containers and chassis were on long-term leases, 9% were on finance leases, 19% were on service leases and 7% were on long-term leases whose fixed terms have expired. As of December 31, 2010, our long-term leases had an average remaining lease term of 49 months.

              Through our extensive operating network, we also purchase containers from shipping line customers and other sellers of containers and resell these containers to container traders and users of containers for storage and one-way shipments. Over the last five years, we have sold an average of approximately 40,000 TEU of containers purchased for resale.

Market Opportunity

              We believe that current industry dynamics support significant growth opportunities. In 2010, global containerized trade recovered from the 2009 economic recession, with cargo volumes exceeding 2008 levels. In addition, while our shipping line customers have typically purchased 55%-60% of their container requirements and leased 40-45% from leasing companies such as TAL, following the economic crisis shipping lines have been more cautious about purchasing containers and have focused their capital on strengthening their balance sheets and funding their vessel expansion programs. In

S-2

---

Table of Contents

2010, this combination of recovering trade volumes and reduced direct purchasing by our shipping line customers led to a strong increase in leasing demand, which, in turn, allowed TAL to achieve record levels of operating performance, investment and growth.

              We currently expect that many of the factors that led to the exceptional market in 2010 will continue in 2011. In its March 2011 report, Clarkson Research Services Limited ("Clarkson"), projected that the volume of containerized trade would increase by approximately 9.8% in 2011, and so far in 2011 shipping lines have generally remained cautious about placing purchase orders for large volumes of new containers. As of the date of this prospectus supplement, we already have ordered over $400 million of containers for delivery in 2011 and have committed much of this equipment to lease transactions. Container pick-up activity has been seasonally slow in the first quarter but we expect activity will accelerate in the second quarter based on these existing lease commitments. Assuming market conditions remain favorable, we expect to continue our aggressive fleet investment throughout the year.

Competitive Strengths

              We believe that the following key competitive strengths distinguish us from our competitors:

              Leading Market Position with Strong, Long-Standing Customer Relationships.    Founded in 1963, we are one of the world's oldest and largest independent lessors of containers. We operate our business through an extensive international infrastructure and have had a major presence in emerging markets for many years. We have employees in 18 offices in 11 countries and service our customers though our third-party depot network which covers over 200 port locations in 39 countries. We believe that our extensive global network, our scale and our reputation for reliable service provide us with cost and capability advantages relative to smaller leasing companies. In addition, due to our long history of market leadership, we have developed broad and deep relationships with our global customer base, and we believe our strong relationships and reputation for reliability and service generate more leasing opportunities than are available to smaller or newer competitors. We currently have equipment on-hire to more than 300 customers including each of the twenty largest shipping lines in the world. Our top ten customers, as measured by leasing revenue, have leased containers from us for an average of over 25 years.

              Strategic Fleet Investment Strategy.    Since our initial public offering in 2005, we have initiated a major investment program to renew and expand our existing container fleet. Over the last five years, we have invested over $2.1 billion in new equipment, leading to a compound annual growth rate ("CAGR") for our revenue earning assets of over 15%. In 2010, we invested over $880 million in new containers, leading to a 43% increase in our revenue earning assets. TAL is one of only a few leasing companies with a long-established presence in all of the major intermodal container types, including dry, refrigerated and special containers, and we believe our broad product line provides greater opportunities for investment and growth than those that are available to competitors that focus on one type of equipment. We also believe the diversity of our container fleet enhances our financial stability since different types of containers carry different products and have different cyclical and seasonal patterns. As of December 31, 2010, our container fleet included approximately 1.4 million TEU.

              Ability to Manage Full Life-Cycle of Containers.    One of the most important drivers of long-term profitability in the container leasing business is successfully managing the full life-cycle of equipment. We believe that TAL's re-leasing and re-sale capabilities are among the best in the world, and this is reflected in our high container utilization, long useful life of our equipment, high residual value realizations and strong equity returns. The average utilization of our equipment fleet over the last five years was 93.2%, and our utilization in 2010 averaged 96.1%. As a result of our logistical discipline and re-leasing capability, we believe that we have been able to benefit from two to four years of extra leasing life for our container equipment in contrast to what many of our competitors have been able to

S-3

---

Table of Contents

achieve. In addition, we believe that we receive a higher sale price on our used equipment compared to many of our competitors because we have a dedicated sales team rather than relying on used container wholesalers.

              Attractive Long-Term Lease Portfolio.    As at December 31, 2010, approximately 74% of our on-hire containers were leased under long-term leases or finance leases, with our long-term leases having an average remaining term of 49 months. We believe that the long-term nature of our lease portfolio combined with disciplined lease terms provide us with a predictable source of revenue and operating cash flow, enabling us to manage and grow our business more effectively.

              Experienced Management and Scaleable Business Platform.    Our management team has extensive experience in the acquisition, leasing, financing, management and sale of containers. Our key officers have an average of more than 20 years of industry experience and more than 15 years of service with us. We believe our global operating infrastructure and our equipment management systems, which were developed in-house, are capable of handling a significantly larger asset portfolio without a significant increase in overhead costs.

Business Strategy

              We intend to leverage our leading market position in container leasing to profitably grow our business by pursuing the following strategies:

              Grow Organically and Invest Strategically in Our Container Fleet.    We will seek to capitalize on current favorable market conditions and pursue opportunities to invest aggressively in our fleet. During 2010, we took advantage of the strong recovery in trade volumes and increased use of leasing by our customers to achieve a record level of investment and growth. We believe favorable market conditions are likely to continue in 2011. As of the date of this prospectus, we have already ordered nearly $400 million of containers for delivery in 2011, and have already committed much of this equipment to lease agreements. In addition, we will continue to strategically invest in the broad range of equipment in our fleet. In 2011 we have made major investments in our dry, refrigerated and special containers and we have continued to grow our presence in other equipment types such as tank containers.

              Maximize the Value and Return on Our Existing Equipment.    New dry container prices increased significantly in 2010 and we expect them to remain at a high level in 2011. As a result, we estimate that current market leasing rates for new dry containers are approximately 50% higher than the average rates in our lease portfolio. As our existing leases expire, we have an opportunity to increase our leasing rates with current customers on existing containers or ask current customers to return our equipment from expired leases so that we can lease it out at higher rates to other customers. Due to the high percentage of our containers on long-term leases, only a portion of our leases will expire this year. However, assuming the continuation of the current strong leasing market, this re-pricing opportunity should allow us to increase our leasing revenue incrementally over time without any increase in our ownership or operating expenses. In addition, sale prices for used containers are also currently high due to limited availability of used equipment, and we expect this will allow us to continue to generate attractive gains from the sale of our older containers.

              Capitalize on Our Financial Flexibility.    We have the ability to access diverse sources of cost effective capital. Due to our investment grade credit rating on container securitizations and our good relationships with a number of financial institutions, we routinely evaluate the bank and capital markets in order to improve our capital structure and provide ready access to substantial funding for growth. Since 2006, we have raised over $2.8 billion, including $1.1 billion in 2010 and 2011.

              Maintain Discipline on Leasing Terms.    We plan to continue to target attractive returns on our assets over their life cycle by concentrating on long-term leases with disciplined logistics in order to

S-4

---

Table of Contents

maximize our fleet utilization and profitability. In 2010, the average lease duration for our new container leases was 5.8 years, and year to date in 2011, the average duration for new container leases is 6 years. In addition, our leases for new containers typically require our customers to return the vast majority of the equipment to our high demand locations if the leases are not renewed upon expiration. This logistics discipline greatly improves the re-marketability of our containers after the first lease expires while also increasing the chance that the first lease will be renewed by the existing customer. Over the last 5 years, our lease renewal rate averaged approximately 60% on containers that were newer than the age at which we typically sell them at the end of the term of the lease. Furthermore, we plan to continue to maintain strict underwriting standards as well as proactive credit monitoring to minimize credit write-offs. Over the last 5 years, write-offs of customer receivables have averaged less than 0.10% of our average total assets per year.

              Opportunistically Pursue Acquisition Opportunities.    We may pursue strategic acquisitions of container leasing companies, container fleets and sale/leaseback transactions with our shipping line customers. We believe that each of these types of transactions can allow us to grow our fleet profitably and that our existing infrastructure can support more assets without significant increases to our overhead costs.

Our Industry

              Containers are the primary means by which products are shipped internationally. By making it possible to move cargo from a point of origin to a final destination without repeated unpacking and repacking, containers reduce freight and labor costs. In addition, automated handling of containers permits faster loading and unloading of vessels, more efficient utilization of transportation equipment and reduced transit time. The protection provided by sealed containers also reduces cargo damage and the loss and theft of goods during shipment.

              Over the last 25 years, containerized trade has grown at a rate greater than that of general worldwide economic growth. According to Clarkson, worldwide containerized cargo volume increased at a CAGR of 9.1% from 1986 to 2010. We believe that this high historical growth was due to several factors, including the shift in global manufacturing capacity to lower labor cost areas such as China and India, the continued integration of developing high growth economies into global trade patterns and the continued conversion of cargo from bulk shipping into containers.

S-5

---

Table of Contents

Container Demand

Source: Clarkson's Container Intelligence Monthly, March 2011

              According to Clarkson, containerized trade growth is expected to continue to grow by approximately 9.8% in 2011 and by 8.9% in 2012. In addition, with the recent increase in fuel prices, shipping lines may expand their slow steaming strategies to reduce fuel costs, which could require more containers to service the trade routes due to the slower transit times. We believe that these favorable supply/demand dynamics will translate into continued high utilization rates for container lessors.

              Container leasing firms maintain inventories of new and used containers in a wide range of worldwide locations and supply these containers primarily to shipping line customers under a variety of long and short-term lease structures. Given the uncertainty and variability of export volumes, and the fact that shipping lines have difficulty in accurately forecasting their container requirements on a day-by-day, port-by-port basis, the availability of containers for lease on short notice reduces a shipping line's need to purchase and maintain larger container inventory buffers. In addition, the drop-off flexibility provided by operating leases also allows the shipping lines to adjust their container fleet sizes and the mix of container types in their fleets, both seasonally and over time, and helps to balance trade flows.

              According to Dynamar, container lessors' ownership was approximately 12.6 million TEU at the end of 2010, or 43% of the total worldwide container fleet of 29 million TEU. We believe that the overall portion of the global fleet of cargo containers owned by leasing companies is likely to increase over the next few years as shipping lines focus their capital on funding their vessel fleet expansion programs and to strengthen their balance sheets.

S-6

---

Table of Contents

Corporate Information

              Our principal executive offices are located at 100 Manhattanville Road, Purchase, New York 10577 and our telephone number is (914) 251-9000. Our web site address is www.talinternational.com. Information contained on, or that can be accessed through, our website is not a part of this prospectus.

S-7

---

Table of Contents

The Offering

---

              The number of shares outstanding after this offering includes 30,872,575 shares of common stock outstanding as of March 15, 2011 and, unless otherwise indicated, excludes:

•

546,839 shares of common stock issuable upon exercise of outstanding options under our stock incentive plan at a weighted average exercise price of $18.12 per share; and



•

1,405,556 shares of common stock reserved for future issuance under our stock incentive plan.

S-8

---

Table of Contents

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

              The following table sets forth certain summary historical consolidated financial and operating data of TAL International Group, Inc. The summary historical consolidated statement of operations data, balance sheet data and other financial data were derived from our audited consolidated financial statements and related notes. The data below should be read in conjunction with, and is qualified by reference to, our consolidated financial statements and notes thereto, as well as the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations," contained in our Annual Report on Form 10-K for the year ended December 31, 2010.

S-9

---

Table of Contents

S-10

---

Table of Contents

S-11

---

Table of Contents

RISK FACTORS

              Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth below before acquiring shares of our common stock offered by this prospectus supplement. The occurrence of any of the following risks might cause you to lose all or part of your investment. Some statements in the following risk factors constitute forward looking statements. Please refer to the section entitled "Special Note Regarding Forward-Looking Statements"

Container leasing demand can be negatively affected by numerous market factors as well as external political and economic events that are beyond our control. Decreasing leasing demand could have a material adverse effect on our business, financial condition, results of operations and cash flows.

              Demand for containers depends largely on the rate of world trade and economic growth. Demand for leased containers is also driven by our customers' "lease vs. buy" decisions. Cyclical recessions can negatively affect operating results of lessors such as us because during economic downturns or periods of reduced trade, shipping lines tend to lease fewer containers, or lease containers only at reduced rates, and tend to rely more on their own fleets to satisfy a greater percentage of their requirements. As a result, during periods of weak global economic activity, we typically experience decreasing leasing demand, decreasing equipment utilization, lower average rental rates, decreased leasing revenue, decreased used container resale prices and significantly decreased profitability. These effects can be severe.

              For example, our profitability decreased 60.2% from the third quarter of 2008 to the third quarter of 2009 due to the effects of the global financial crisis, and our profitability would have decreased further if trade activity did not start to recover at the end of 2009. Our performance and profitability will likely be similarly impacted by economic recessions or other events that negatively affect the level of global containerized trade in the future.

              In addition, the recent earthquake and tsunami in Japan, and the related nuclear crisis, may negatively impact demand for leased containers, particularly if such events cause a global or regional economic slowdown. In the short-term, container shipping to and from Japan may be affected by damage to or closure of container ports, a reduction in imports and exports due to decreased manufacturing activity as a result of plant closures in Japan and the re-routing of vessels to other countries to avoid potential radiation exposure, prompting shipping lines to circumvent Japanese ports. Any of these events could disrupt the global supply chain and negatively impact trade volumes, which, in turn, could result in our customers leasing fewer containers. At this point it is too early to predict what impact the recent crisis in Japan will have on global trade and the container industry, but it is possible that our business and financial position could be adversely affected.

              Other general factors affecting demand for leased containers, container utilization and per diem rental rates include:

•

the available supply and prices of new and used containers;



•

changes in the operating efficiency of our customers, economic conditions, competitive pressures and consolidation in the shipping industry;



•

the availability and terms of equipment financing for our customers;



•

fuel costs and impact on overall transportation costs;



•

fluctuations in interest rates and foreign currency values;



•

import/export tariffs and restrictions;



•

customs procedures;

S-12

---

Table of Contents

•

natural disasters;



•

foreign exchange controls; and



•

other governmental regulations and political or economic factors that are inherently unpredictable and may be beyond our control.

              Any of the aforementioned factors may have a material adverse effect on our business, financial condition, results of operations or cash flows.

Lease rates may decrease due to weak leasing demand, a decrease in new container prices or other factors, resulting in reduced revenues, lower margins, and reduced profitability and cash flows.

              Market leasing rates are typically a function of, among other things, new equipment prices (which are heavily influenced by steel prices), interest rates, the type and length of the lease, the equipment supply and demand balance at a particular time and location, and other factors more fully described below. A decrease in market leasing rates generally leads to decreased average lease rates for us which can have a material adverse effect on our leasing revenues, profitability and cash flow.

              A decrease in market leasing rates negatively impacts the leasing rates on both our new container investments and the existing containers in our fleet. Most of our existing containers are on operating leases, which means that the lease term is shorter than the expected life of the container, so the lease rate we receive for the container is subject to change at the expiration of the current lease. As a result, during periods of low market lease rates, the average lease rate we receive for our containers is negatively impacted by both the addition of new containers at low lease rates as well as the turnover of existing containers from leases with higher lease rates to leases with lower lease rates. This occurred during the second half of 2008 and continued in 2009 due to extremely weak leasing demand, and we also faced an extended period of decreasing average leasing rates from 1998-2003 due to a decrease in steel prices and new container prices. In both the 2009 and 1998-2003 periods, the reductions in our leasing rates contributed to significant decreases in our profitability.

              In 2010, the size of our owned fleet increased significantly due to our large purchases of new equipment. Those containers were purchased at relatively high prices and leased out during 2010 at lease rates well above our portfolio average. The high level of procurement in 2010 created a concentration of leases in our portfolio with historically high leasing rates that will generally expire from 2015 through 2017. If container prices and market leasing rates revert back toward historical average levels at the time those leases expire, we could be forced to re-lease those containers at significantly reduced lease rates and our average lease rates, operating margins, profitability and financial position would be adversely affected, even if trade growth and demand for leased containers remains strong.

Lessee defaults may adversely affect our business, financial condition, results of operations and cash flow by decreasing revenues and increasing storage, positioning, collection, recovery and lost equipment expenses.

              Our containers and chassis are leased to numerous customers. Rent and other charges, as well as indemnification for damage to or loss of our equipment, are payable under the leases and other arrangements by the lessees. Inherent in the nature of the leases and other arrangements for use of the equipment is the risk that once the lease is consummated, we may not receive, or may experience delay in realizing, all of the amounts to be paid in respect of the equipment. A delay or diminution in amounts received under the leases and other arrangements could adversely affect our business and financial prospects and our ability to make payments on our debt.

              The cash flow from our equipment, principally lease rentals, management fees and proceeds from the sale of owned equipment, is affected significantly by our ability to collect payments under leases and other arrangements for the use of the equipment and our ability to replace cash flows from

S-13

---

Table of Contents

terminating leases by re-leasing or selling equipment on favorable terms. All of these factors are subject to external economic conditions and performance by lessees and service providers that are beyond our control.

              In addition, when lessees or sublessees of our containers and chassis default, we may fail to recover all of our equipment, and the containers and chassis we do recover may be returned in damaged condition or to locations where we will not be able to efficiently re-lease or sell them. As a result, we may have to repair and reposition these containers and chassis to other places where we can re-lease or sell them, and we may lose lease revenues and incur additional operating expenses in repossessing and storing the equipment.

              The recent global economic crisis and the resulting decrease in trade volumes led to exceptionally poor financial performance for most of our customers in 2009, and while industry performance generally improved in 2010, many of our customers continue to be in a much weaker financial condition than they were in prior to the economic crisis. In addition, the current order book for container vessels remains large relative to the size of the existing container fleet, and the freight rates our customers receive for moving containers will come under renewed pressure if global containerized trade growth falls below the expected annual increase of container vessel capacity, which is currently expected to be near 10% in 2011. Due to the weakened financial condition of our customer base and the potential near-term pressure on freight rates, we continue to face an increased level of customer default risk, and thus we continue to face increased risk that our financial performance and cash flow could be severely affected by defaults from our major customers.

              Our balance sheet includes an allowance for doubtful accounts as well as an equipment reserve related to the expected costs of recovering and remarketing containers currently in the possession of customers that have either defaulted or that we believe currently present a significant risk of loss. However, we do not maintain a general equipment reserve for equipment on-hire under operating leases to performing customers. As a result, any major customer default would have a significant impact on our profitability at the time the customer defaulted. Such a default could also have a material adverse effect on our business condition and financial prospects.

Environmental regulations may result in equipment obsolescence or require substantial investments to retrofit existing equipment, especially for our refrigerated containers. Additionally, environmental concerns are leading to significant design changes for new containers that have not been extensively tested, which increases the risks we face from potential technical problems.

              Many countries, including the United States, restrict, prohibit or otherwise regulate the use of chemical refrigerants due to their ozone depleting and global warming effects. Over 99% of our refrigerated containers currently use R134A or 404A refrigerant. While R134A and 404A do not contain chlorofluorocarbons ("CFCs") (which have been restricted since 1995), the European Union has instituted regulations to phase out the use of R134A in automobile air conditioning systems beginning in 2011 due to concern that the release of R134A into the atmosphere may contribute to global warming. While the European Union regulations do not currently restrict the use of R134A in refrigerated containers or trailers, it is possible that the phase out of R134A in automobile air conditioning systems will be extended to intermodal containers in the future. Further, certain manufacturers of refrigerated containers, including the largest manufacturer of cooling machines for refrigerated containers, have begun testing units that utilize alternative refrigerants, such as carbon dioxide, that may have less global warming potential than R134A and 404A. If future regulations prohibit the use or servicing of containers using R134A or 404A refrigerants, we could be forced to incur large retrofitting expenses. In addition, refrigerated containers that are not retrofitted may become difficult to lease and command lower rental rates and disposal prices.

S-14

---

Table of Contents

              Also, the insulation foam in the walls of refrigerated containers requires the use of a blowing agent that contains CFCs. While manufacturers are in various stages of phasing out the use of this blowing agent in the manufacturing process, if future regulations prohibit the use or servicing of containers with insulation manufactured with this blowing agent we could be forced to incur large retrofitting expenses and those that are not retrofitted may become more difficult to lease and command lower rental rates and disposal prices.

              An additional environmental concern affecting our operations relates to the construction materials used in our dry containers. The plywood floors of dry containers are usually made from tropical hardwoods. Due to concerns regarding de-forestation of tropical rain forests and climate change, many countries that have been the source of these hardwoods have implemented severe restrictions on the cutting and export of these woods. Accordingly, container manufacturers have switched a significant portion of production to more readily available alternatives such as birch, bamboo and other farm-grown wood species. Container users are also evaluating alternative designs that would limit the amount of plywood required and are also considering possible synthetic materials to replace the plywood. These new woods or other alternatives have not proven their durability over the typical 13-15 year life of a dry container, and if they cannot perform as well as the hardwoods have historically the future repair and operating costs for these containers could be significantly higher and the useful life of the containers may be decreased.

Used container selling prices may decrease leading to lower gains or potentially large losses on the disposal of our equipment.

              Although our revenues primarily depend upon equipment leasing, our profitability is also affected by the residual values of our containers upon the expiration of their leases because, in the ordinary course of our business, we sell certain containers when they are returned to us. The volatility of the residual values of such equipment may be significant. These values, which can vary substantially, depend upon, among other factors, the global supply and demand balance for containers, the location of the containers, worldwide steel prices and the cost of new containers, the supply and demand for used containers at a particular location, applicable maintenance standards, refurbishment needs, inflation rates, market conditions, materials and labor costs and equipment obsolescence. Most of these factors are outside of our control. Operating leases, which represent the predominant form of leases in our portfolio, are subject to greater residual value risk than finance leases.

              We typically sell containers if we believe it is in our best interest to do so after taking into consideration the book value, remaining useful life, repair condition, suitability for leasing or other uses and the prevailing local sales price for the containers. As these considerations vary, gains or losses on sale of equipment will also fluctuate and may be significant if we sell large quantities of containers.

              Used container selling prices and the gains or losses that we have recognized from selling used containers have varied widely over the last fifteen years. From 1999 through 2003 our average sale prices for used containers were historically low due to low prices for new containers and a significant over-supply of used containers in North America and Europe following the Asia crisis. We recorded large losses on the disposal of our equipment during these years.

              If current market conditions deteriorate due to a decrease in trade volumes, a decrease in new container prices, an increase in the supply of containers available for sale, a significant change in global trading patterns or other factors, sale prices could decrease significantly causing the impact of disposals to quickly change from gains to substantial losses.

Equipment trading is dependent upon a steady supply of used equipment.

              We purchase used containers for resale from our shipping line customers and other sellers. If the supply of equipment becomes limited because these sellers develop other means for disposing of

S-15

---

Table of Contents

their equipment or develop their own sales network, we may not be able to purchase the inventory necessary to meet our goals, and our equipment trading revenues and our profitability could be negatively impacted.

Abrupt changes in selling prices on equipment purchased for resale could negatively affect our equipment trading margins.

              We purchase and sell used containers opportunistically as part of our equipment trading segment. We purchase equipment for resale on the premise that we will turn over this inventory in a relatively short time frame. If selling prices rapidly deteriorate and we are holding a large inventory that was purchased when prices for equipment were higher, then our gross margins could decline or become negative.

If we are unable to finance capital expenditures, our business and growth plans will be adversely affected.

              Our growth strategy calls for us to make significant capital investments to, among other things, maintain and expand our container fleet. We have relied heavily on the asset securitization market to finance a majority of our new container investments. During the financial crisis of 2008 and 2009, the asset securitization market was not available to us. If similar or other disruptions in the capital markets and in the asset securitization market in particular occur, it would be more difficult and more expensive for us to fund additional container investments. If we are unsuccessful in obtaining sufficient additional financing on acceptable terms, we will not be able to invest in our fleet and our profitability will decrease.

We have a substantial amount of debt outstanding on a consolidated basis and have significant debt service obligations that could adversely affect our financial condition or our ability to fulfill our obligations and make it more difficult for us to fund our operations.

              We have a significant amount of debt outstanding on a consolidated basis. As of December 31, 2010, we had outstanding indebtedness of $1.6 billion under our asset-backed securities and other debt facilities. In addition, we have capital lease obligations in the amount of $131.8 million. Our interest and debt expense for the year ended December 31, 2010 was $79.1 million. As of December 31, 2010, our total net debt (total debt plus equipment purchases payable less cash) to total revenue-earning assets was 76%.

              Our substantial debt could have important consequences for investors, including the following:

•

require us to dedicate a substantial portion of our cash flow from operations to make payments on our debt, thereby reducing funds available for operations, future business opportunities and other purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

make it more difficult for us to satisfy our obligations with respect to our debt obligations, and any failure to comply with such obligations, including financial and other restrictive covenants, could result in an event of default under the agreements governing such indebtedness, which could lead to, among other things, an acceleration of our indebtedness or foreclosure on the assets securing our indebtedness and which could have a material adverse effect on our business or prospects;



•

limit our ability to borrow additional funds, or to sell assets to raise funds, if needed, for working capital, capital expenditures, acquisitions or other purposes;



•

make it more difficult for us to pay dividends on our common stock;

S-16

---

Table of Contents

•

increase our vulnerability to general adverse economic and industry conditions, including changes in interest rates; and



•

place us at a competitive disadvantage compared to our competitors having less debt.

              We may not generate sufficient revenues to service and repay our debt and have sufficient funds left over to achieve or sustain profitability in our operations, meet our working capital and capital expenditure needs or compete successfully in our markets.

Despite our substantial leverage, we and our subsidiaries may be able to incur additional indebtedness. This could further exacerbate the risks described above.

              We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although our asset-backed securities and other credit facilities contain restrictions on the incurrence of additional indebtedness, such restrictions are subject to a number of qualifications and exceptions, and, under certain circumstances, indebtedness incurred in compliance with such restrictions could be substantial. To the extent that new indebtedness is added to our and our subsidiaries' current debt levels, the risks described above would increase.

We will require a significant amount of cash to service and repay our outstanding indebtedness and fund future capital expenditures. Our ability to generate cash depends on many factors beyond our control.

              Our ability to make payments on and repay our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future.

              We cannot assure investors that:

•

our business will generate sufficient cash flow from operations to service and repay our debt and to fund working capital and future capital expenditures;



•

future borrowings will be available under our current or future credit facilities in an amount sufficient to enable us to repay our debt; or



•

we will be able to refinance any of our debt on commercially reasonable terms or at all.

              If we cannot generate sufficient cash from our operations to meet our debt service and repayment obligations, we may need to reduce or delay capital expenditures, the development of our business generally and any acquisitions. In addition, we may need to refinance our debt, obtain additional financing or sell assets, which we may not be able to do on commercially reasonable terms or at all.

Our customers may decide to lease fewer containers. Should shipping lines decide to buy a larger percentage of the containers they operate, our utilization rate and level of investment would decrease, resulting in decreased leasing revenues, increased storage costs, increased positioning costs and lower growth.

              We, like other suppliers of leased containers, are dependent upon decisions by shipping lines to lease rather than buy their container equipment. Should shipping lines decide to buy a larger percentage of the containers they operate, our utilization rate would decrease, resulting in decreased leasing revenues, increased storage costs and increased positioning costs. A decrease in the portion of leased containers would also reduce our investment opportunities and significantly constrain our growth. Most of the factors affecting the decisions of our customers are outside our control.

              While the percentage of leased containers had been fairly consistent historically, this percentage decreased steadily from 2004 to 2008. We believe that the increasing share of containers owned directly by the shipping lines during this time was the result of the improved financial

S-17

---

Table of Contents

performance, increased operating scale and improved information systems of our customers, which made it easier for our customers to finance and deploy new container purchases efficiently.

We are dependent upon continued demand from our large customers and any default or significant reduction in leasing business from any of our large customers, and especially our largest customer, could have a material adverse effect on our business, financial condition and future prospects.

              Our largest customers account for a significant portion of our revenues. Our five largest customers represented approximately 50% of our leasing revenues in 2010, with our single largest customer, CMA CGM S.A., representing approximately 16% during this period. Furthermore, the shipping industry has been consolidating for a number of years, and further consolidation is expected and could increase the portion of our revenues that comes from our largest customers. The loss or significant reduction of orders from any of our large customers could have a material adverse effect on our business, financial condition and future prospects.

              In addition, several of our largest customers, including our largest customer, have undertaken significant financial restructurings as a result of large financial losses incurred in 2009. We expect the financial performance and financial condition of these customers, though improved from the depths of the crisis, will continue to be pressured due to ongoing growth in vessel capacity. A default by any of our large customers, and especially our largest customer, would have a material adverse effect on our business, financial condition, results of operations and future prospects.

We face extensive competition in the container leasing industry.

              We may be unable to compete favorably in the highly competitive container leasing and sales business. We compete with more than ten other major leasing companies, many smaller lessors, manufacturers of container equipment, companies offering finance leases as distinct from operating leases, promoters of container ownership and leasing as a tax shelter investment, shipping lines, which sometimes lease their excess container stocks, and suppliers of alternative types of equipment for freight transport. Some of these competitors may have greater financial resources and access to capital than we do. Additionally, some of these competitors may, at times, accumulate a high volume of underutilized inventories of containers, which could lead to significant downward pressure on lease rates and margins.

              Competition among container leasing companies depends upon many factors, including, among others, lease rates, lease terms (including lease duration, drop-off restrictions and repair provisions), customer service, and the location, availability, quality and individual characteristics of equipment. New entrants into the leasing business have been attracted by the high rate of containerized trade growth in recent years, and new entrants have generally been less disciplined than we are in pricing and structuring leases. As a result, the entry of new market participants together with the already highly competitive nature of our industry may reduce lease rates and undermine our ability to maintain our current level of container utilization or achieve our growth plans.

Litigation to enforce our leases and recover our containers has inherent uncertainties that are increased by the location of our containers in jurisdictions that have less developed legal systems.

              While almost all of our lease agreements are governed by New York law and provide for the non-exclusive jurisdiction of the courts located in the state of New York, our ability to enforce the lessees' obligations under the leases and other arrangements for use of the containers often is subject to applicable laws in the jurisdiction in which enforcement is sought. It is not possible to predict, with any degree of certainty, the jurisdictions in which enforcement proceedings may be commenced. Our containers are manufactured in Asia, primarily in China, and a substantial portion of our containers is leased out of Asia, primarily China, and is used by our customers in service between Asia and North

S-18

---

Table of Contents

America, Europe, Central and South America, the Middle East, and Africa and in inter-Asia trade. Litigation and enforcement proceedings have inherent uncertainties in any jurisdiction and are expensive. These uncertainties are enhanced in countries that have less developed legal systems where the interpretation of laws and regulations is not consistent, may be influenced by factors other than legal merits and may be cumbersome, time-consuming and even more expensive than usual. For example, repossession from defaulting lessees may be difficult and more expensive in jurisdictions whose laws do not confer the same security interests and rights to creditors and lessors as those in the United States and where the legal system is not as well developed. As a result, the remedies available and the relative success and expedience of collection and enforcement proceedings with respect to the containers in various jurisdictions cannot be predicted. As more of our business shifts to areas outside of the United States and Europe, such as China, it may become more difficult and expensive to enforce our rights and recover our containers.

              In 2008 and 2009, the success of our recovery efforts for defaulted leases was hampered by undeveloped creditor protections and legal systems in a number of countries. In 2008, we experienced an increase in average recovery costs per unit and a decrease in the percentage of containers recovered in default situations primarily due to excessive charges applied to our containers by the depot or terminal facilities that had been storing the containers for the defaulted lessee. In these cases, the payments demanded by the depot or terminal operators often significantly exceeded the amount of storage costs that we would reasonably expect to pay for the release of the containers. However, our legal remedies were limited in many of the jurisdictions where the containers were being stored, and we were sometimes forced to accept the excessive storage charges to gain control of our containers. If the number and size of defaults increases in the future, and if a large percentage of the defaulted containers are being stored in countries with less developed legal systems, losses resulting from recovery payments and unrecovered containers could be large and our profitability significantly reduced.

We may incur future asset impairment charges.

              An asset impairment charge may result from the occurrence of unexpected adverse events or management decisions that impact our estimates of expected cash flows generated from our long-lived assets. We review our long-lived assets, including our container and chassis equipment, goodwill and other intangible assets, for impairment when events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We may be required to recognize asset impairment charges in the future as a result of reductions in demand for specific container and chassis types, a weak economic environment, challenging market conditions, events related to particular customers or asset type, or as a result of asset or portfolio sale decisions by management.

              During the fourth quarter of 2010 we increased the estimated residual values used in our depreciation calculations for several of our containers types. If, in the future, we experience weak demand for these specific container types the amount of a potential impairment charge would be higher than if we had not increased our residual estimates.

Changes in market price, availability or transportation costs of containers in China could adversely affect our ability to maintain our supply of containers.

              China is currently the largest container-producing nation in the world, and we currently purchase substantially all of our dry containers, special containers and refrigerated containers from manufacturers based in China. In addition, over the last several years, there has been a consolidation in the container manufacturing industry, resulting in two manufacturers controlling over 65% of the market. In the event that it were to become more expensive for us to procure containers in China or to transport these containers from the factory locations in China to the locations where they are needed by our customers, whether because of further consolidation among container suppliers, a dispute with

S-19

---

Table of Contents

one of our manufacturers, changes in trade patterns, increased tariffs imposed by the United States or other governments or for any other reason, we would have to seek alternative sources of supply. We may not be able to make alternative arrangements quickly enough to meet our equipment needs, and the alternative arrangements may increase our costs.

We may incur costs associated with relocation of leased equipment.

              When lessees return equipment to locations where supply exceeds demand, we routinely reposition containers to higher demand areas. Positioning expenses vary depending on geographic location, distance, freight rates and other factors, and may not be fully covered by drop-off charges collected from the former lessees of the equipment or pick-up charges paid by the new lessees. Positioning expenses can be significant if a large portion of our containers is returned to locations with weak demand. For example, prior to the Asia crisis of the late 1990s, containerized trade was relatively evenly balanced globally, and as a result, many of our lease contracts provided extensive drop-off flexibility in North America and Europe. However, global containerized trade patterns changed dramatically in the aftermath of the Asia crisis, and demand for leased containers in North America and Europe substantially decreased. We incurred significant positioning expenses from 2000-2003 to shift our inventory of containers from North America and Europe to Asia.

              We currently seek to limit the number of containers that can be returned and impose surcharges on containers returned to areas where demand for such containers is not expected to be strong. However, future market conditions may not enable us to continue such practices. In addition, we may not accurately anticipate which port locations will be characterized by weak or strong demand in the future, and our current contracts will not provide much protection against positioning costs if ports that we expect to be strong demand ports turn out to be surplus container ports at the times leases expire. In particular, we could incur significant positioning costs in the future if trade flows change from net exports to net imports in locations such as the main ports in China that we currently consider to be high demand locations and where our leases typically allow large numbers of container to be returned to us.

Our asset-backed securities and other credit facilities impose significant operating and financial restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions.

              Our asset-backed securities and other credit facilities impose, and the terms of any future indebtedness may impose, significant operating, financial and other restrictions on us and our subsidiaries. These restrictions will limit or prohibit, among other things, our ability to:

•

incur additional indebtedness;



•

pay dividends on or redeem or repurchase our stock;



•

issue our capital stock and capital stock of our subsidiaries;



•

make loans and investments;



•

create liens;



•

sell certain assets or merge with or into other companies;



•

enter into certain transactions with stockholders and affiliates;



•

cause our subsidiaries to make dividends, distributions and other payments to us; and



•

otherwise conduct necessary corporate activities.

              These restrictions could adversely affect our ability to finance our future operations or capital needs and pursue available business opportunities. A breach of any of these restrictions could result in

S-20

---

Table of Contents

a default in respect of the related indebtedness. If a default occurs, the relevant lenders could elect to declare the indebtedness, together with accrued interest and fees, to be immediately due and payable and proceed against any collateral securing that indebtedness, which will constitute substantially all of our material container assets.

Sustained Asian economic instability could reduce demand for leasing.

              A number of the shipping lines to which we lease containers are entities domiciled in Asian countries. In addition, many of our customers are substantially dependent upon shipments of goods exported from Asia. From time to time, there have been economic disruptions, financial turmoil and political instability in this region. If these events were to occur in the future, they could adversely affect these customers and lead to reduced demand for leasing of our containers or otherwise adversely affect us.

It may become more expensive for us to store our off-hire containers.

              We are dependent on third party depot operators to repair and store our equipment in port areas throughout the world. In many locations the land occupied by these depots is increasingly being considered as prime real estate. Accordingly, local communities are considering increasing restrictions on the depot operations which would increase their costs and in some cases force depots to relocate to sites farther from the port areas. If these changes affect a large number of our depots it could significantly increase the cost of maintaining and storing our off-hire containers.

Manufacturers of our equipment may be unwilling or unable to honor manufacturer warranties covering defects in our equipment.

              We obtain warranties from the manufacturers of our equipment. When defects in the containers occur, we work with the manufacturers to identify and rectify the problem. However, manufacturers may not be willing or able to honor warranty obligations. If defects are discovered in containers that are not covered by manufacturer warranties we could be required to expend significant amounts of money to repair the containers and/or the useful life of the containers could be shortened and the value of the containers reduced.

We rely on our information technology systems to conduct our business. If these systems fail to adequately perform these functions, or if we experience an interruption in their operation, our business and financial results could be adversely affected.

              The efficient operation of our business is highly dependent on two of our information technology systems: our equipment tracking and billing system and our customer interface system. For example, these systems allow customers to place pick-up and drop-off orders on the Internet, view current inventory and check contractual terms in effect with respect to any given container lease agreement. We correspondingly rely on such information systems to track transactions, such as container pick-ups and drop-offs, repairs and to bill our customers for the use and damage to our equipment. We also use the information provided by these systems in our day-to-day business decisions in order to effectively manage our lease portfolio and improve customer service. The failure of these systems to perform as we anticipate could disrupt our business and results of operations and cause our relationships with our customers to suffer. In addition, our information technology systems are vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, power loss and computer systems failures and viruses. Any such interruption could have a material adverse effect on our business.

S-21

---

Table of Contents

A number of key personnel are critical to the success of our business.

              Most of our senior executives and other management level employees have been with us for over ten years and have significant industry experience. We rely on their knowledge and experience in our strategic planning and in our day-to-day business operations. Our success depends in large part upon our ability to retain our senior management, the loss of one or more of whom could have a material adverse effect on our business. Our success also depends on our ability to retain our experienced sales force and technical personnel as well as recruiting new skilled sales, marketing and technical personnel. Competition for these persons in our industry is intense and we may not be able to successfully recruit, train or retain qualified personnel. If we fail to retain and recruit the necessary personnel, our business and our ability to retain customers and provide acceptable levels of customer service could suffer.

The international nature of the container industry exposes us to numerous risks

              We are subject to risks inherent in conducting business across national boundaries, any one of which could adversely impact our business. These risks include:

•

regional or local economic downturns;



•

changes in governmental policy or regulation;



•

restrictions on the transfer of funds into or out of countries in which we operate;



•

compliance with U.S. Treasury sanctions regulations restricting doing business with certain nations or specially designated nationals;



•

import and export duties and quotas;



•

domestic and foreign customs and tariffs;



•

international incidents;



•

military outbreaks;



•

government instability;



•

nationalization of foreign assets;



•

government protectionism;



•

compliance with export controls, including those of the U.S. Department of Commerce;



•

compliance with import procedures and controls, including those of the U.S. Department of Homeland Security;



•

potentially negative consequences from changes in tax laws;



•

requirements relating to withholding taxes on remittances and other payments by subsidiaries;



•

labor or other disruptions at key ports;



•

difficulty in staffing and managing widespread operations; and



•

restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions.

              Any one or more of these factors could impair our current or future international operations and, as a result, harm our overall business.

S-22

---

Table of Contents

The lack of an international title registry for containers increases the risk of ownership disputes.

              There is no internationally recognized system of recordation or filing to evidence our title to containers nor is there an internationally recognized system for filing security interests in containers. Although this has not occurred to date, the lack of a title recordation system with respect to containers could result in disputes with lessees, end-users or third parties who may improperly claim ownership of our containers.

Certain liens may arise on our containers.

              Depot operators, repairmen and transporters may come into possession of our containers from time to time and have sums due to them from the lessees or sublessees of the containers. In the event of nonpayment of those charges by the lessees or sublessees, we may be delayed in, or entirely barred from, repossessing the containers, or be required to make payments or incur expenses to discharge such liens on the containers.

As a U.S. corporation, we are subject to the Foreign Corrupt Practices Act, and a determination that we violated this Act may affect our business and operations adversely.

              As a U.S. corporation, we are subject to the regulations imposed by the Foreign Corrupt Practices Act ("FCPA"), which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business. Any determination that we have violated the FCPA could have a material adverse effect on our business, financial condition, results of operations and cash flows.

As a U.S. corporation, we are subject to U.S. Executive Orders and U.S. Treasury Sanctions Regulations regarding doing business in or with certain nations and specially designated nationals.

              As a U.S. corporation, we are subject to U.S. Executive Orders and U.S. Treasury sanctions regulations restricting or prohibiting business dealings in or with certain nations and with certain specially designated nationals (individuals and legal entities). Any determination that we have violated such Executive Orders and U.S. Treasury sanctions regulations could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Future changes to lease accounting rules under U.S. GAAP and International Financial Reporting Standards could significantly impact how we and our customers conduct our businesses and account for leases.

              As a U.S. publicly held company we are required to prepare and report our consolidated financial statements in accordance with U.S. GAAP. On August 17, 2010, the Financial Accounting Standards Board issued Proposed Accounting Standards Update—Leases (Topic 840). This Exposure Draft proposes a new approach to lease accounting that differs significantly from current practice. Most notably it would require lessees to record leased assets on their balance sheets. If this proposed new accounting standard becomes effective in its current form, it could significantly impact our customers' lease-versus-buy decisions and could, therefore, have an adverse effect on our business, financial condition, results of operations and cash flows.

We may incur increased costs associated with the implementation of new security regulations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

              We may be subject to regulations promulgated in various countries, including the United States, seeking to protect the integrity of international commerce and prevent the use of containers for international terrorism or other illicit activities. For example, the Container Safety Initiative, the Customs-Trade Partnership Against Terrorism and Operation Safe Commerce are among the programs administered by the U.S. Department of Homeland Security that are designed to enhance security for

S-23

---

Table of Contents

cargo moving throughout the international transportation system by identifying existing vulnerabilities in the supply chain and developing improved methods for ensuring the security of containerized cargo entering and leaving the United States. Moreover, the International Convention for Safe Containers, 1972 (CSC), as amended, adopted by the International Maritime Organization, applies to containers and seeks to maintain a high level of safety of human life in the transport and handling of containers by providing uniform international safety regulations. As these regulations develop and change, we may incur increased compliance costs due to the acquisition of new, compliant containers and/or the adaptation of existing containers to meet any new requirements imposed by such regulations. Additionally, certain companies are currently developing or may in the future develop products designed to enhance the security of containers transported in international commerce. Regardless of the existence of current or future government regulations mandating the safety standards of intermodal shipping containers, our competitors may adopt such products or our customers may require that we adopt such products in the conduct of our container leasing business. In responding to such market pressures, we may incur increased costs, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Terrorist attacks could negatively impact our operations and our profitability and may expose us to liability and reputational damage.

              Terrorist attacks may negatively affect our operations. Such attacks have contributed to economic instability in the United States and elsewhere, and further acts of terrorism, violence or war could similarly affect world trade and the industries in which we and our customers operate. In addition, terrorist attacks or hostilities may directly impact ports our containers come in and out of, depots, our physical facilities or those of our suppliers or customers and could impact our sales and our supply chain. A severe disruption to the worldwide ports system and flow of goods could result in a reduction in the level of international trade and lower demand for our containers. The consequences of any terrorist attacks or hostilities are unpredictable, and we may not be able to foresee events that could have an adverse effect on our operations.

              It is also possible that one of our containers could be involved in a terrorist attack. Although our lease agreements require our lessees to indemnify us against all damages arising out of the use of our containers, and we carry insurance to potentially offset any costs in the event that our customer indemnifications prove to be insufficient, our insurance does not cover certain types of terrorist attacks, and we may not be fully protected from liability or the reputational damage that could arise from a terrorist attack which utilizes one of our containers.

Environmental liability may adversely affect our business and financial situation.

              We are subject to federal, state, local and foreign laws and regulations relating to the protection of the environment, including those governing the discharge of pollutants to air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. We could incur substantial costs, including cleanup costs, fines and third-party claims for property damage and personal injury, as a result of violations of or liabilities under environmental laws and regulations in connection with our current or historical operations. Under some environmental laws in the United States and certain other countries, the owner of a leased container may be liable for environmental damage, cleanup or other costs in the event of a spill or discharge of material from a container without regard to the owner's fault. We have not yet experienced any such claims, although we could be subject to such claims in the future. Liability insurance policies, including ours, usually exclude claims for environmental damage. Some of our lessees may have separate insurance coverage for environmental damage, but any such policies may not cover or otherwise offset any liability we may have as the owner of a leased container. Our standard master tank container lease agreement insurance

S-24

---

Table of Contents

clause requires our tank container lessees to provide pollution liability insurance. Such insurance or indemnities may not fully protect us against damages arising from environmental damage.

Fluctuations in foreign exchange rates could reduce our profitability.

              The majority of our revenues and costs is billed in U.S. dollars. Most of our non-U.S. dollar transactions is individually of small amounts and in various denominations and thus is not suitable for cost-effective hedging. In addition, almost all of our container purchases are paid for in U.S. dollars.

              Our operations and used container sales in locations outside of the United States have some exposure to foreign currency fluctuations, and trade growth and the direction of trade flows can be influenced by large changes in relative currency values. Adverse or large exchange rate fluctuations may negatively affect our results of operations and financial condition.

              Most of our equipment fleet is manufactured in China. Although the purchase price we pay is in U.S. dollars, our manufacturers pay labor and other costs in the local currency, the Chinese Yuan. To the extent that our manufacturers' costs increase due to changes in the valuation of the Chinese Yuan, the dollar price we pay for equipment could be adversely affected.

Increases in the cost of or the lack of availability of insurance could increase our risk exposure and reduce our profitability.

              Our lessees and depots are required to maintain all risks physical damage insurance, comprehensive general liability insurance and to indemnify us against loss. We also maintain our own contingent liability insurance and off-hire physical damage insurance. Nevertheless, lessees' and depots' insurance or indemnities and our insurance may not fully protect us. The cost of such insurance may increase or become prohibitively expensive for us and our customers and such insurance may not continue to be available.

              We also maintain director and officer liability insurance. Potential new accounting standards and new corporate governance regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain increased levels of coverage or it may not continue to be available.

Following this offering, we will most likely no longer be a controlled company; however,The Resolute Fund, L.P. and its affiliated funds will continue to own a significant portion of our common stock, and their interests may differ from or conflict with the interests of our other stockholders.

              Certain of our stockholders have entered in a stockholders agreement setting forth certain rights and restrictions relating to ownership of our securities. As described below under "Selling Stockholders," the stockholders agreement provides that certain of the parties thereto, including The Resolute Funds, the Edgewater Funds and JZ Capital Partners Limited, which parties collectively beneficially own approximately 50.5% of our common stock prior to this offering, will vote their respective shares such that our Board of Directors will be comprised of nine directors consisting of six individuals designated by The Resolute Fund, L.P. and three independent directors designated by our Nominating and Corporate Governance Committee. We expect that as a result of sale of shares of common stock in this offering by us and by the selling stockholders, we will cease to be a "controlled company" within the meaning of the corporate governance standards of the New York Stock Exchange. Nonetheless, following this offering, the stockholders agreement will remain in effect and The Resolute Funds, the Edgewater Funds and JZ Capital Partners Limited collectively will continue to beneficially own a significant percentage of our outstanding common stock. As a result, The Resolute Funds will have the ability to exercise substantial influence over our company, including with respect to decisions relating to our capital structure, issuing additional shares of our common stock or other equity securities, paying dividends, incurring additional debt, making acquisitions, selling assets and

S-25

---

Table of Contents

undertaking extraordinary transactions. In any of these or other matters, the interests of The Resolute Funds may differ from or conflict with the interests of our other stockholders.

Our strategy to selectively pursue complementary acquisitions and joint ventures may present unforeseen integration obstacles or costs.

              We may selectively pursue complementary acquisitions and joint ventures. Acquisitions involve a number of risks and present financial, managerial and operational challenges, including:

•

potential disruption of our ongoing business and distraction of management;



•

difficulty with integration of personnel and financial and other systems;



•

hiring additional management and other critical personnel; and



•

increasing the scope, geographic diversity and complexity of our operations.

              In addition, we may encounter unforeseen obstacles or costs in the integration of acquired businesses. Also, the presence of one or more material liabilities of an acquired company that are unknown to us at the time of acquisition may have a material adverse effect on our business. Our acquisition and joint venture strategy may not be successfully received by customers, and we may not realize any anticipated benefits from acquisitions or joint ventures.

The price of our common stock may be highly volatile and may decline regardless of our operating performance.

              The trading price of our common shares is likely to be subject to wide fluctuations. Factors affecting the trading price of our common shares may include:

•

variations in our financial results;



•

changes in financial estimates or investment recommendations by securities analysts following our business;



•

the public's response to our press releases, our other public announcements and our filings with the Securities and Exchange Commission;



•

changes in accounting standards, policies, guidance or interpretations or principles;



•

future sales of common stock by us and our directors, officers and significant stockholders;



•

announcements of technological innovations or enhanced or new products by us or our competitors;



•

our failure to achieve operating results consistent with securities analysts' projections;



•

the operating and stock price performance of other companies that investors may deem comparable to us;



•

changes in our dividend policy;



•

fluctuations in the worldwide equity markets;



•

recruitment or departure of key personnel;



•

our failure to timely address changing customer preferences;



•

broad market and industry factors; and



•

other events or factors, including those resulting from war, incidents of terrorism or responses to such events.

S-26

---

Table of Contents

              In addition, if the market for intermodal equipment leasing company stocks or the stock market in general experiences loss of investor confidence, the trading price of our common shares could decline for reasons unrelated to our business or financial results. The trading price of our common shares might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us.

Future sales of shares of our common stock by us or our existing controlling stockholders could cause our stock price to decline.

              We filed a shelf registration statement for up to $300 million of debt and equity securities by us and the sale of up to five million shares of our common stock by our original investors. Following this offering, the price of our shares could be negatively impacted if we or any of our original investors undertake additional offerings to sell a significant amount of shares pursuant to this shelf registration or if the market perceives that such sales are likely to occur.

If securities analysts do not publish research or reports about our business or if they downgrade our stock, the price of our stock could decline.

              The trading market for our common shares relies in part on the research and reports that industry or financial analysts publish about us or our business or our industry. We have no influence or control over these analysts. Furthermore, if one or more of the analysts who do cover us downgrades our stock, the price of our stock could decline. If one or more of these analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.

Our failure to comply with required public company corporate governance and financial reporting practices and regulations could materially and adversely impact our financial condition, operating results and the price of our common stock.

              The Sarbanes Oxley Act of 2002 requires that we maintain effective internal controls for financial reporting and disclosure controls and procedures. If we do not maintain compliance with the requirements of Section 404 of the Sarbanes Oxley Act of 2002, or if we or our independent registered public accounting firm identify deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, we could suffer a loss of investor confidence in the reliability of our financial statements, which could cause the market price of our stock to decline. We can also be subject to sanctions or investigations by the New York Stock Exchange, the Securities and Exchange Commission or other regulatory authorities for failure to comply with public company corporate governance and financial reporting practices and regulations.

Our internal controls over financial reporting may not detect all errors or omissions in the financial statements.

              Section 404 of the Sarbanes Oxley Act requires an annual management assessment of the effectiveness of internal controls over financial reporting and a report by our independent registered public accounting firm. If we fail to maintain the adequacy of internal controls over financial accounting, we may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with the Sarbanes Oxley Act of 2002 and related regulations. Although our management has concluded that adequate internal control procedures are currently in place, no system of internal controls can provide absolute assurance that the financial statements are accurate and free of material errors. As a result, the risk exists that our internal controls may not detect all errors or omissions in the financial statements.

S-27

---

Table of Contents

Adverse changes in business conditions could negatively impact our income tax provision or cash payments.

              Our net deferred tax liability balance includes a deferred tax asset for U.S. federal and various states resulting from net operating loss carryforwards. A reduction to our future earnings, which will lower taxable income, may require us to record a charge against earnings, in the form of a valuation allowance, if it is determined it is more-likely-than-not that some or all of the loss carryforwards will not be realized.

              In addition, under certain conditions, if our future investment in new container and chassis operating leases is significantly less than estimated, we may fail to benefit from future accelerated depreciation for income tax purposes. If this occurs we could pay significant income taxes sooner than we currently project.

S-28

---

Table of Contents

USE OF PROCEEDS

              The net proceeds from our sale of 2,500,000 shares of common stock in this offering will be approximately $86.0 million, assuming a public offering price of $36.06 per share, which was the closing price of our common stock on the NYSE on March 25, 2011, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of common stock by the selling stockholders. We intend to use all of our net proceeds from this offering for general corporate purposes, including, but not limited to, purchasing containers and making other capital expenditures and for general working capital purposes.

S-29

---

Table of Contents

CAPITALIZATION

              The following table sets forth our unaudited cash and cash equivalents and capitalization as of December 31, 2010, on:

•

an actual basis; and



•

as adjusted to give effect to the sale by us of 2,500,000 shares of common stock in this offering at an assumed public offering price of $36.06 per share, which was the closing price of our common stock on the NYSE on March 25, 2011, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

              You should read the information below in conjunction with our audited consolidated financial statements and notes thereto and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2010, which have been incorporated by reference in this prospectus.

S-30

---

Table of Contents

---

(1)

Member of the Audit Committee

(2)

Member of the Compensation Committee

(3)

Member of the Nominating and Corporate Governance Committee