Triton International : Q1 2023 Press Release

TRITON INTERNATIONAL REPORTS FIRST QUARTER 2023 RESULTS

AND DECLARES QUARTERLY DIVIDENDS

Hamilton, Bermuda - May 2, 2023 - Triton International Limited (NYSE: TRTN) ("Triton") today reported results for the first quarter of 2023.

Highlights

• Net income attributable to common shareholders for the first quarter of 2023 was $136.8 million or $2.44 per diluted share, a decrease of 12.2% from the first quarter of 2022 and a decrease of 6.5% from the fourth quarter of 2022.
• Adjusted net income for the first quarter of 2023 was $136.1 million or $2.42 per diluted share, a decrease of 12.3% from both the first and fourth quarters of 2022. Adjusted return on equity was 22.5% for the three months ended March 31, 2023.
• Utilization averaged 97.6% in the first quarter of 2023 and was 97.1% as of April 25, 2023.
• On April 12, 2023, Triton announced it had entered into a definitive agreement to be acquired by Brookfield Infrastructure in a transaction expected to close in the fourth quarter of 2023.
• Triton repurchased 1.7 million common shares in the first quarter of 2023 and has repurchased 1.9 million common shares year-to-date for a total of $125.6 million. Triton has suspended its share repurchase program in light of the pending transaction with Brookfield Infrastructure.

Financial Results

The following table summarizes Triton's selected key financial information:

(in millions, except per share data)

Three Months Ended,

	March 31, 2023	December 31, 2022	March 31, 2022
Total leasing revenues	$397.7	$416.3	$417.1
GAAP
Net income attributable to common shareholders	$136.8	$152.2	$181.2
Net income per share - Diluted	$2.44	$2.61	$2.78
Non-GAAP(1)
Adjusted net income	$136.1	$160.7	$179.6
Adjusted net income per share - Diluted	$2.42	$2.76	$2.76
Adjusted return on equity (2)	22.5 %	25.4 %	30.3 %

1. Refer to the "Use of Non-GAAP Financial Items" and "Non-GAAP Reconciliations of Adjusted Net Income" set forth below.
2. Refer to the "Calculation of Adjusted Return on Equity" set forth below.

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Operating Performance

"Triton delivered solid results in the first quarter of 2023," commented Brian M. Sondey, Chief Executive Officer of Triton. "We generated $2.42 of Adjusted net income per share and an annualized return on equity of 22.5%. While market conditions remain slow, our revenues and profitability are well protected by our strong long-term lease portfolio. Our utilization averaged 97.6% during the first quarter and currently stands at 97.1%. We are excited about our recent agreement to be acquired by Brookfield Infrastructure. We believe the acquisition provides a compelling value for our shareholders, and expect Brookfield will be an ideal partner for Triton."

Common and Preferred Share Dividends

Triton's Board of Directors has declared a quarterly cash dividend of $0.70 per common share, payable on June 22, 2023 to shareholders of record at the close of business on June 8, 2023.

The Company's Board of Directors also declared a cash dividend payable on June 15, 2023 to holders of record at the close of business on June 8, 2023 on Triton's issued and outstanding preferred shares as follows:

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

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

Transaction with Brookfield Infrastructure

As previously announced on April 12, 2023, Triton has entered into a definitive agreement under which Brookfield Infrastructure will acquire all outstanding common shares of Triton for $85.00 per share, consisting of $68.50 in cash and $16.50 in shares of Brookfield Infrastructure Corporation (NYSE: "BIPC"). The transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including approval by Triton's shareholders and receipt of required regulatory approvals.

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

About Triton International Limited

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

Contact Andrew Kohl Vice President

Corporate Strategy & Investor Relations 914-697-2900

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Utilization, Fleet, and Leasing Revenue Information

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

			Quarter Ended
	March 31, 2023	December 31, 2022	September 30, 2022	June 30, 2022	March 31, 2022
Average Utilization (1)	97.6 %	98.4 %	99.1 %	99.4 %	99.6 %
Ending Utilization (1)	97.2 %	98.1 %	98.8 %	99.3 %	99.5 %

1. Utilization is computed by dividing total units on lease (in CEU) by the total units in our fleet (in CEU), excluding new units not yet leased and off-hire units designated for sale.

The following table summarizes the equipment fleet (in units, TEUs and CEUs):

	Equipment Fleet in Units		Equipment Fleet in TEU
	March 31, 2023	December 31, 2022	March 31, 2022	March 31, 2023	December 31, 2022	March 31, 2022
Dry	3,729,800	3,784,386	3,850,167	6,378,308	6,458,705	6,546,249
Refrigerated	225,208	227,628	234,274	437,784	442,489	455,261
Special	93,526	92,379	92,184	171,630	169,290	168,687
Tank	12,156	12,000	11,734	12,156	12,000	11,734
Chassis	27,616	27,937	23,711	52,198	52,744	44,272
Equipment leasing fleet	4,088,306	4,144,330	4,212,070	7,052,076	7,135,228	7,226,203
Equipment trading fleet	46,241	48,328	56,161	74,636	79,102	90,090
Total	4,134,547	4,192,658	4,268,231	7,126,712	7,214,330	7,316,293

		Equipment in CEU(1)
	March 31, 2023	December 31, 2022	March 31, 2022
Operating leases	7,058,868	7,147,332	7,250,246
Finance leases	665,024	662,822	666,690
Equipment trading fleet	70,348	75,697	85,686
Total	7,794,240	7,885,851	8,002,622

1. In the equipment fleet tables above, we have included total fleet count information based on CEU. CEU is a ratio used to convert the actual number of containers in our fleet to a figure based on the relative purchase prices of our various equipment types to that of a 20-foot dry container. For example, the CEU ratio for a 40-foot high cube dry container is 1.70, and a 40-foot high cube refrigerated container is 7.50. These factors may differ slightly from CEU ratios used by others in the industry.

The following table provides a summary of our equipment lease portfolio by lease type, based on CEU and net book value, as of March 31, 2023:

Lease Portfolio	By CEU	By Net Book Value
Long-term leases	70.0 %	71.7 %
Finance leases	9.2	15.7
Subtotal	79.2	87.4
Service leases	6.8	4.3
Expired long-term leases, non-sale age (units on hire)	7.1	5.0
Expired long-term leases, sale-age (units on hire)	6.9	3.3
Total	100.0 %	100.0 %

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The following table summarizes our leasing revenue for the periods indicated (in thousands):

				Three Months Ended,
		March 31, 2023		December 31, 2022		March 31, 2022
Operating leases
Per diem revenues	$	352,180	$	369,837	$	377,514
Fee and ancillary revenues		18,168		18,213		11,431
Total operating lease revenues		370,348		388,050		388,945
Finance leases		27,375		28,257		28,143
Total leasing revenues	$	397,723	$	416,307	$	417,088

Share Repurchase Information

The following table provides information with respect to our purchases of the Company's common shares for the periods indicated:

	Total Number of Shares Purchased		Average Price Paid per Share
July 1, 2021 through September 30, 2021	378,765	$	51.19
October 1, 2021 through December 31, 2021	1,149,408	$	57.52
2021 Total	1,528,173	$	55.95
January 1, 2022 through March 31, 2022	1,257,374	$	63.74
April 1, 2022 through June 30, 2022	1,832,240	$	60.04
July 1, 2022 through September 30, 2022	3,200,340	$	59.21
October 1, 2022 through December 31, 2022	2,775,332	$	63.19
2022 Total	9,065,286	$	61.22
January 1, 2023 through March 31, 2023	1,744,616	$	67.02
April 1, 2023 through April 6, 2023(1)	140,000	$	62.13
2023 Total	1,884,616	$	66.66
Total	12,478,075	$	61.40

1. Triton suspended its share repurchase program effective as of the close of business on April 6, 2023 in light of the pending transaction with Brookfield Infrastructure.

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Important Cautionary Information Regarding Forward-Looking Statements

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

You should carefully consider the foregoing factors and the other risks and uncertainties that affect Triton's business described in the "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" sections of its Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 14, 2023 and other documents filed from time to time with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, which we expect to file with the SEC on or about May 2, 2023, and Brookfield Infrastructure's business described in the "Risk Factors" and "Forward-Looking Statements" sections of its Annual Report on Form 20-F, all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward- looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Triton and Brookfield Infrastructure assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Triton and Brookfield Infrastructure do not give any assurance that it will achieve its expectations.

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